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HomeMy WebLinkAboutMohammed & Adel Zeidan - 1997-06-16Page I of 1 Cleary, Chris From: Nelson, Laura Sent: Tuesday, August 28, 2001 3:29 PM To: Cleary, Chris Subject: OK, Found what I need for now ... Thanks for all your help! PICA I think what Gus needs is attached to the fife that is referenced by the minutes dated 06/16/97 - 600.30 OWNER PARTICIPATION AGREEMENT (OPA) STWN REDEVELOP AGENCY & MOHAMMED & ADEL ZEIDEN - PROPERTY LOCATED AT 126 MAIN ST. - (FORMERLY STANDARD MARKET) - APPROVED What he's looking for is the 33433 Summary Report that's attached to the OPA listed above. It should be in a 600.30 file, may be inactivated. If you can pull the file, I'll be happy to look for the report! Thanks again! Laura Nelson 536-5542 8/28/01 A6 . Council/Agency Meeting Held: 1-i7 6? Deferred/Continued to: IH�pproved El Conditionally Approved El Denied (0oa.3a C.E' A)ej � City Clerk's Signature Council Meeting Date: November 17, 1997 Department ID Number: ED.97750. - CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND CITY COUNCIL MEMBERS/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: RAY SILVER, Acting Executive Directoro?Ad PREPARED BY: DAVID C. BIGGS, Economic Development Director SUBJECT: Approve Amendment: Owner Participation Agreement (OPA)- 126 Main Street (Standard Market) Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The attached OPA between the Redevelopment Agency and Mohammed and Adel Zeidan was approved on June 20, 1997. A modification is needed to the insurance requirements in Exhibit E to the OPA and to the requirement for submittal of plans by November 21, 1997. Funding Source: Budgeted 1997-98 Redevelopment Agency funds (Account Number to be Assigned). Recommended Action: Motion to: 1. Approve Amendment No. 1 to an Owner Participation Agreement (OPA) between the Redevelopment Agency and Mohammed and Adel Zeidan. 2. Direct the Agency Chairperson, Agency Clerk, and Agency Executive Director to execute this Amendment, the original OPA and the Restrictive Covenants when signed by the participants and notarized, then record with the County Recorder. Alternative Action(s): 1. Modify the terms of the proposed OPA, or direct staff to renegotiate terms and conditions. 1.• REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: November 17, 1997 DEPARTMENT ID NUMBER: ED 97-50 Analysis: On June 20, 1996, the Redevelopment Agency approved an OPA that would have provided a total of $146,800 in three installments for the demolition of 126 Main Street, and the construction of a new 9475 square foot commercial structure. At the time the OPA was approved, additional insurance requirements beyond the City -Agency's standards were imposed on the participants. The requirement that is now causing problems for the Zeidan's is the higher than City standard requirement for an "A X" (A-10) rated carrier. The City's adopted standard requires an "A Vil" (A-7) rated carrier for all insurance. Finding an admitted carrier with an "A X" (A-10) rating is extremely difficult and would result in a premium that is at least twice the amount of an "A V11" (A-7). Other adjustments have been made by the City Attorney that will allow the insurance coverages currently held by the Zeidan's, or their contractor, J.A. Hill Corporation. The Zeidan's have completed demolition of 126 Main Street in an attempt to show good faith. The next deadline for the Zeidan's is the submittal of plans, which must occur on or before November 21, 1997, according to the OPA. The Zeidan's have requested an additional sixty (60) days to submit plans, as they have only recently secured the services of an architect. Construction must begin within ninety (90) days after the plans are approved. Environmental Status: Covered under the 1996 Redevelopment Project Area Merger EIR No. 96-2 (certified October 7, 1996); Also referenced by addendum is CUP Negative Declaration No. 95-11. Attachment(s): List attachment(s) below. No. Description 1. Amendment No. One to Owner Participation Agreement 2. June 16, 1997 Redevelopment Agency Action. i . . ; 1 3. GAB, phone extension 5582. Insurance Certificates ZE1agAA2.DOC -2- 1111019710:29 AM (9) 11/17/97 - Council/Agency Agenda - Page 9 E-11. (City Council) Approve Release Of The Guarantee & Warranty Bond For Tract No. 14319 - Pacific Coast Homes - s/o Evening Hill Drive -w/o Goldenwest Street (420.60 - 1. Release Guarantee and Warranty Bond No. 8583-M from (Pacific States Insurance Company); and 2. Instruct the City Clerk to notify the developer, Pacific Coast Homes, of this action, and the City Treasurer to notify the Bonding Company of this action. Submitted by the Public Works Director [Approved -- 7-0] E-12. (City Council) Aoorove Removal And Replacement Policv For Park Plav Eauioment = (920.40) 1. Remove potentially unsafe play equipment in Huntington Central, Hawes, Lake View, LeBard, Marina, Schroeder, Seabridge, Wardlow and Worthy Parks as presented in Attachment No. 1 to the Request for Council Action dated November 17, 1997; and 2. Approve the short and long term policies to address Consumer Products Safety Commission (CPSC) guidelines and Americans with Disabilities Act (ADA) for replacement of play equipment in city parks as presented in Attachment No. 2 to the Request for Council Action dated November 17, 1997. Submitted by the Communitv Services Director [Approved -- 7-07 E-13. (City Council) Anoroval Of Annual- Professional Service Contract To Perform Water Quality Analyses For Water System - Truesdail Laboratories Inc. (600.10) 1. Approve the selection of Truesdail Laboratories, Inc., in an amount not to exceed $40,000.00 for the Fiscal Year 97/98 contract; and 2. Authorize the Mayor and City Clerk to execute the Professional Services Contract between the City of Huntington Beach and Truesdail Laboratories, Inc. to provide Water Quality Analyses Services. Submitted by the Public Works Director [Approved -- 7-0] E-14. (Redevelopment Aaencv) Approve Amendment No. 4 To The Aareement For Leaal Services Between The Redevelopment Agency And Lewis, D'Amato, Brisbois & Bisgarrd - Bloom Case - (600.30) Approve and authorize execution by the Chairman and Clerk of Amendment No. 4 to Agreement between the Redevelopment Agency of the City of Huntington Beach and Lewis D'Amato, Brisbois & Bisgarrd for Legal Services for Bloom v. Redevelopment Agency of the City of Huntington Beach in connection with the litigation of the lawsuit entitled Bloom v. City of Huntington Beach and Redevelopment Agency of the City of Huntington Beach. Submitted by the Citv Attornev [Approved -- 7-0] E-15. (Redevelopment Aaencv) Approve Amendment No. 1 To The Owner Participation Agreement (OPA) 126 Main Street (Standard Market) - Mohammed And Adel Zeidan - Modification Of Insurance Requirements & Plan Submittal Date - 126 Main Street - (600.30) 1. Approve First —� Amendment to Owner Participation Agreement by and between the Redevelopment Agency of the City of Huntington Beach and Mohammed and Adel Zeidan; and 2. Direct the Agency Chairperson, Agency Clerk, and Agency Executive Director to execute this Amendment, the original OPA and the Restrictive Covenants when signed by the participants and notarized, then record with the County Recorder. Submitted by the Economic Development Director [Approved -- 5-0; Green, Garofalo: Absent from room] (9) ,' CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION Economic Development Department To Connie Brockway, City Clerk From David C. Biggs, Director of Economic Development 3ok Date November 17,1997 Subject Late Submittal of Attachment to Item E-IS Attached is a new Amendment to Owner Participation Agreement, which needs to be attached to Item E-15 for the City Council Meeting of November 17,1997. This new Agreement is free of signatures as required by the City Clerk, as it will be secured against the property. We request that this be included as appropriate for tonight's meeting. PIease contact Greg Brown at 8831 with any questions. Thank you for your assistance. DCB:lb xc: Pat Dapkus, Management Assistant Greg Brown, Development Specialist RECORDING REQUESTED BY } AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the City of ) Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 } Ate; C, Qnnie Brockway, City Clerk � FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") and' Mohammed and Adel Zeidan (collectively, the "Participant") previously entered into an Owner Participation Agreement (the "OPA") on the 1-1-kL day of 1997; and Agency and Participant hereby desire to amend the OPA; NOW, THEREFORE, it is agreed between the parties as follows: Section 1. Section 202.2 of the OPA, entitled "Second Payment," is amended in its entirety to read as follows: "The Agency shall disburse Fifty Thousand Dollars ($50,000)(the "Second Payment') to the Participant within thirty (30) days after the Participant submits evidence satisfactory to the Executive Director of the Agency demonstrating that SF1s:PCD:Agree:Ze idnamd RLS 97-731 11/10/97 -Na all conditions precedent therefor have been satisfied. The conditions precedent to the Agency's obligation to make the Second Payment are the following: a. The Participant shall submit the plans set forth in the CUP (the "Plans") to the City and the Agency prior to January 20, 1998 (the "Plans Submittal Timeframe"); and b. The Participant shall commence construction within ninety (90) days of the approval of the Plans by the City (individually, the "Construction Commencement Timeframe" and together %Kith the Demolition Timeframe and the Plans Submittal Timeframe, the "Schedule of performance"); and C. The Participant shall submit any contract for the construction of improvements on the Site to the Agency for approval prior to the execution of such contract by the Participant and its contractor; and d. The Participant shall have submitted evidence, satisfactory in the sole and absolute discretion of the Community Development Director, demonstrating that construction of the improvements, excluding tenant improvements, is fifty percent (50%) complete; and e. The Participant shall be in full compliance with the requirements of the Permits and any federal, state or IocaI law or regulation applicable to the Site; and f. The Participant shall be in full compliance with the terms of this Agreement." Section 2. Exhibit E to the OPA, entitled "Insurance Requirements" is hereby amended in its . entirety to read as follows: 411. Insurance Policies; 2 SF/sTMASTecZeidnamd RLS 97-731 11/1 ON7 - N4 Prior to commencement of any work under this Agreement and until recordation of the Certificate of Completion (Exhibit D), Participant or its general contractor shall at its sole expense, maintain the following insurance on its own behalf, and furnish the Agency certificates of insurance and endorsements evidencing same and reflecting the effective date of such coverage as follows: a. General Liability Insurance. Comprehensive General Liability Insurance with a combined Bodily Injury and Property Damage limit of One Million Dollars ($1,000,000.00) including the following perils: (i) Blanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement); (ii) Broad Form Property Damage; (iii) Product and Completed Operations Liability. (iv) Fire Legal Liability; and (v) X, C and U Perils. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage", including, but not limited to bodily injury, death or property damage occurring upon, in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Each policy shall have an initial minimum coverage limit per occurrence of not less than One Million Dollars ($1,000,000.00) with respect to personal injury or death to any one or more persons or damage to property (i.e., combined single limit), and carry a deductible per occurrence of not more than One Thousand Dollars ($1,000). 3 SF/sTMAgrecleidnamd RLs 97-731 11/10/97 -N4 i Sr/s:l MAgree:Zeidnamd R.S 97-731 11/10/97 - 04 b. Builder's Risk Insurance. Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non - Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground, hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by Agency, and (iii) an endorsement to include coverage for budgeted soft costs. The replacement costs coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and with a deductible not exceeding One Thousand Dollars ($1,000) per occurrence. C. nr er's Compensation Insurance. Worker's compensation insurance, to be carried by the Participant and all its general contractors, subcontractors n r and consultants, in an amount and form sufficient to meet all applicable governmental requirements, and employer's liability coverage to a limit of not less than $1,000,000, with respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site or entry onto the Site. KININERMW11 - 1 PE O = t 1 1 � 1 SFA MAgmc.2cidnamd RLS 97-731 11/10/97 - #4 Each Insurance Policy set forth in this Exhibit E shall: a. Be in form and substance as is then standard in California for policies of like coverage; b. Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholder's Management and Financial Size Category Rating of not less than "A VII" according to A. M. Best's Insurance Reports Key Rating Guide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in writing; C. Provide coverage on an occurrence basis; d. Provide that the Insurance Policy cannot be canceled, suspended, Iapsed or modified upon less than 30 days' prior written notice by registered or certified mail to the Participant and the Agency; S e. With respect to the Insurance Policies described in la and b hereinabove, (i) name the Agency and the City and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, and (iii) provide that the interests and protections of the additional insureds shall not be affected by any act or omission of a named insured or any breach by a named insured of any provision in the policy which would othenvise result in forfeiture or reduction of coverage; f. Contain either (i) a waiver by the insurer of the right of subrogation against Agency and the City and their respective board members, conunissioners, directors, officers, employees, agents and representatives or (ii) a statement that the insurance shall not be invalidated should any insured waive in .%Titing its right of recovery or right of subrogation prior to occurrence of loss covered by the Insurance Policy; g. With respect to the Insurance Policy described in Section I (c) hereinabove, contain the right to an assignment of statutory Iien for the benefit of and upon request of Agency; h. All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding $50,000 in the aggregate or (ii) with respect to any particular casualty M Sr/s:PCD:Agrec Zcfdnamd MS 97-731 11/10/97 - N4 i SPA MAgrecZeidnamd R!S 97.731 1 MO197 . #4 resulting in damage or destruction exceeding $50,000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2d, e, f hereinabove with respect to the All Risk policy. • . Mom- '. After delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, provided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of a certificate of insurance shall be sufficient for purposes of this clause; (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the 7 Participant has not provided Agency with the foregoing proof of coverage and payment within ten (10) business days after receipt of written request therefor, the requesting party may, in addition to any other available remedy, without obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the cost thereof upon demand. If on account of the Participant's failure to comply with the provisions of this Exhibit E, Agency is adjudged to be a co-insurer by an insurance carrier, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately pay the same upon receipt of written demand therefor and evidence of such loss or damage. Agency makes no representations that the Iimits of liability specified for the Insurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects, engineers or other consultants against their respective undertakings. In no event shall the limits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities. Agency shall not be limited to the amount of the insurance premium SF/sTMAgree:Zei dnamd RES 97-731 11/14197 - N4 not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E, but Agency shall instead be entitled to recover the full amount of damages available." Section 3. This Amendment shall be executed by the Participant and the Agency and recorded in the Official Records of the Recorder of Orange County. The legal description of the property against which the Amendment is to be recorded is attached as Exhibit A. Section 4. All other provisions of the OPA shall remain the same. IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk 9 SF1s: PCD:Agree:Zeidnamd 1t1.S 97.731 11/10197 - N4 Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairperson By: Its: Executive Director SUBMITTED BY: Director of Economic Development &Q 1, Participant: Mohammed Zeidan APPROVED AS TO FORM: Agency General Counsel ACITOttorney 10 SF/sTMAgrceleidnand RLS 97-731 11/10/97 - #4 Adel Zeidan Exhibit A Legal Description [To Be Supplied] 11 SFls:PCD:Agrce:Ze idnand RLS 97-731 11/10/97 - 04 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn' Connie Brockway. City Clerk Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder 1�`111;11:1:1:1:�11��11::11:11:?111I1;;:1�llll��'11� u4 Fee' 19970664629 09:38a 12/26/97 005 26011281 26 33 A17 15 6.00 42.00 e.00 0.00 0.00 0.00 FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN j WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") and Mohammed and Adel Zeidan (collectively, the "Participant') previously entered into an r` I Owner Participation Agreement (the "OPA') on the J jtL day of `�� ,1997; and Agency and Participant hereby desire to amend the OPA; NOW, THEREFORE, it is agreed between the parties as follows: Section 1. Section 202.2 of the OPA, entitled "Second Payment," is amended in its entirety to read as follows: "The Agency shall disburse Fifty Thousand Dollars ($50,000)(the "Second Payment") to the Participant within thirty (30) days after the Participant submits ax-Exempt-Go:-ernment Agenc9vidence satisfactory to the Executive Director of the Agency demonstrating that Cl; it Or 1AUNUNGYON BEACH rcezzvway, CIVIC C��y 'crk 3 eputy City Clerk 1�15SF1s:PCD:Agrce:Ze1dnamd this document is solely for the RLS97-731 official bu:!n* ;,; of the City 11/10/97 -#4 of Hirt :.:tor. ..9 :c� tts contem- plated �L:�:.;1•c••Code Sac. 6103 and zl:c-Id bo recorded free of chnr^--. all conditions precedent therefor have been satisfied. The conditions precedent to the Agency's obligation to make the Second Payment are the following: a. The Participant shall submit the plans set forth in the CUP (the "Plans") to the City and the Agency prior to January 20, 1998 (the "PIans Submittal Timeframe'); and b. The Participant shall commence construction within ninety (90) days of the approval of the Plans by the City (individually, the "Construction Commencement Timeframe" and together with the Demolition Timeframe and the Plans Submittal Timeframe, the "Schedule of performance'); and C. The Participant shall submit any contract for the construction of improvements on the Site to the Agency for approval prior to the execution of such contract by the Participant and its contractor; and d. The Participant shall have submitted evidence, satisfactory in the sole and absolute discretion of the"Community Development Director, demonstrating that construction of the improvements, excluding tenant improvements, is fifty percent (50%) complete; and C. The Participant shall be in full compliance with the requirements of the Permits and any federal, state or local law or regulation applicable to the Site; and f. The Participant shall be in full compliance with the terms of this Agreement." Section 2. Exhibit E to the OPA, entitled "Insurance Requirements" is hereby amended in its entirety to read as follows: 641. Insurance Policies: SF/sTMAgrec2cidnand PIS 97-731 I 1 /10/97 - 04 Prior to commencement of any work under this Agreement and until recordation of the Certificate of Completion (Exhibit D), Participant or its general contractor shall at its sole expense, maintain the following insurance on its own behalf, and furnish the Agency certificates of insurance and endorsements evidencing same and reflecting the effective date of such coverage as follows: a. General Liability Insurance. Comprehensive General Liability Insurance with a combined Bodily Injury and Property Damage limit of One Million Dollars ($1,000,000.00) including the following perils: (i) Blanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement); (ii) Broad Form Property Damage; (iii) Product and Completed Operations Liability. (iv) Fire Legal Liability; and (v) X, C and U Perils. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage", including, but not Iimited to bodily injury, death or property damage occurring upon, in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Each policy shall have an initial minimum coverage limit per occurrence of not less than One Million Dollars ($1,000,000.00) with respect to personal injury or death to any one or more persons or damage to property (i.e., combined single limit), and carry a deductible per occurrence of not more than One Thousand Dollars ($1,000). 3 SF/sTMAgrecZeidnamd RLS 97-731 11/10/97 - N4 b. Builder's Risk Insurance. Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non - Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground, hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then foil replacement cost, to be determined at least once annually and subject to reasonable approval by Agency, and (iii) an endorsement to include coverage for budgeted soft costs. The replacement costs coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passage%%ays, or to any bonded warehouse for storage pending incorporation into the work,,without deduction for physical depreciation and with a deductible not exceeding One Thousand Dollars {$1,000) per occurrence. C. Worker's Compensation Insurance. Worker's compensation insurance, to be carried by the Participant and all its general contractors, subcontractors 4 SF/s:PCU:A&me:Zeidnxnd RLS 97-731 It It 0197 - #4 and consultants, in an amount and form sufficient to meet all applicable governmental requirements, and employer's liability coverage to a limit of not less than $1,000,000, with respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site or entry onto the Site. Each Insurance Policy set forth in this Exhibit E shall: a. Be in form and substance as is then standard in California for policies of Iike coverage; b. Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholder's Management and Financial Size Category Rating of not less than "AN11" according to A. M. Best's Insurance Reports Key Ratin: Guide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in writing; C. Provide coverage on an occurrence basis; d. Provide that the Insurance Policy cannot be canceled, suspended, Iapsed or modified upon less than 30 days' prior written notice by registered or certified maiI to the Participant and the Agency; S SF/sTMAgree2eidnamd RIS 97-731 11/10/97 -114 e. With respect to the Insurance Policies described in la and b hereinabove, (i) name the Agency and the City and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, and (iii) provide that the interests and protections of the additional insureds shall not be affected by any act or omission of a named insured or any breach by a named insured of any provision in the policy which would otherwise result in forfeiture or reduction of coverage; f. Contain either (i) a waiver by the insurer of the right of subrogation against Agency and the City and their respective board members, commissioners, directors, officers, employees, agents and representatives or (ii) a statement that the insurance shall not be invalidated should any insured waive in writing its right of recovery or right of subrogation prior to occurrence of a loss covered by the Insurance Policy; g- With respect to the Insurance Policy described in Section 1(c) hereinabove, contain the right to an assignment of statutory lien for the benefit of and upon request of Agency; h. All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding $50,000 in the aggregate or (ii) with respect to any particular casualty ;t U SF/sTMAgree:Zeidnamd RLS 97-731 11/10/97 - N4 resulting in damage or destruction exceeding $50,000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2d, e, f hereinabove with respect to the All Risk policy. After delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, provided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of a certificate of insurance shall be sufficient for purposes of this clause; (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the 7 SF/s:PCD:Agree:Z6dnxnd RLS 97-731 11/1 OW - R4 Participant has not provided Agency with the foregoing proof of coverage and payment within ten (10) business days after receipt of written request therefor, the requesting party may, in addition to any other available remedy, without obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the cost thereof upon demand. If on account of the Participant's failure to comply with the provisions of this Exhibit E, Agency is adjudged to be a co-insurer by an insurance carrier, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately pay the same upon receipt of written demand therefor and evidence of such loss or damage. Mooff S R-MMIR M. In• Agency makes no representations that the limits of liability specified for the Insurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects, engineers or other consultants against their respective undertakings. In no event shall the limits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities. Agency shall not be limited to the amount of the insurance premium sF/s: MAgmelcidnamd RLS 97-73I 11/10197 -#4 not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E, but Agency shall instead be entitled to recover the full amount of damages available." Section 3. This Amendment shall be executed by the Participant and the Agency and recorded in the Official Records of the Recorder of Orange County. The legal description of the property against which the Amendment is to be recorded is attached as Exhibit A. Section 4. All other provisions of the OPA shall remain the same. IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk Vj SF/sTMAgree:Ztidnamd RLS 97-731 11110197 44 Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairpe on By: 6poll Its: Execut a Director ' SUBMITTED BY:&PY /� Cr . Director of Economic Development &Q uv\N " Participant: APPROVED AS TO RM: Agency General C unsel C_ ity,Attorney -p-V 7 10 SFls: MAgree:Zeidnamd RLS 97-731 11110197 -" Adel Zeidan CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of efe� County of e- On 2?3 f4Z —before me, 4-"h.-ih- 41o7fV�6 Date Name and Title of Ofter (e q.. Doe. Notary Pu c7 personally appeared 1 01a,2mJ&ed a.,� A21je% Ze/Clam , Nar-M of 69"O) t UZAB=rH EHRING Corneafon # 1150021 .� N&..ary Puctc - corforria r ora^ge Col.nly My Ccr ..-.?x.-ies Aig29,2001 %-- — 0 — — — "O [OOi: 6Z6r'vsa 4x3 iLu ra 4q _ r4una, 06=0 �.�r` OMM110] - �1Qnd A -me AI ._� f X personally known to me ❑ proved to me on the basis of satisfactory evidence to be the persor (>gs whose names ar ubscribed to the within instrument and acknowied ed to me that-k► Ithe executed the same in ' their -to capaci ies and that by /their ignatur{a on the instrument the person, or the entity upon behalf of which the persor(D acted, executed the instrument. WITNESS my hand and official seal. [ZOOS t 10 uorss;WU43 :3N1LH3 F4' 8rZR3 Sgnalure of Wiry P.Wc OPTIONAL Though the Information below is not required by taw, 1t may prove valuable to persons relying on the document and could prevent fraudulent removat and reattachment of this form to another document Description of Attached Document 1z�` ,¢rnCme�s� -/-o O�r�er �ar�iu�Gra�sca Title or Type of Document: & 1v ZeAL eeo Document Date: Aed e t/ A Signer@ Other Than Named Above: gxrQe. /I Capacity(g Claimed by Signer(s) Signer's Name: 0910h4~7ety ' zQida-7 X Individual ❑ Corporate Officer Title(s): ❑ Partner —❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator - ❑ Other P of thumb here Signer Is Representing: So/_C Number of Pages: r Signer's Name: ze rcLa4,x [a Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer Is Representing: 0 IM National Notary Anodatim - BM Rennel Ave.. P.O. Bea 7164 - Canoga PadE. CA 01309-7184 Prod No. SW7 Reorder. Call Toe -Free 1. W4766W Exhibit A Legal Description Lots 26 and 28 of Block 103, Map of Huntington Beach, in the City of Huntington Beach, County of Orange, State of California as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the County Recorder of said County. 11 SF/s:PCD:Agree:Zeidnamd RLS 97-731 11110/97 - A3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of _•� County of e i On before me, �r1a.t,�i. x- %mow,a-tar Pic�� p ;a V Narns and Tme of Orker ;-, -Jana Doa. N ubte) personally appeared NarrWs) of 5,Vwr(s) N<ersonally known to me - to be the person(e) whose name(&) israfe subscribed to the within instrument and acknowledged to me that 4esheAO&y executed the MAYgRfCE L HENRY same in*ialherMr authorized capacity4Q, and that by Corrtfn ston # 1157474 hi&herAhtir signature e) on the instrument the person(r4, NofaryPut>rrc-Carlo"ja or the entity upon behalf of which the person(e) acted, Or°"_geCounty If executed the instrument. WITNESS my hand and official seat. OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: If 7 Number of Pages: 10 Signer(s) Other Than Named Above: , �aa1;- 3.rTOF 61c���r� Capacity(ies) Claimed by Signer(s) Signer's Name: PU :h 9Lq Q e ta ,r ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator CC, -Other: Tap of thumb here 1f ..0 Qe a.rr. �o.,, [ Signer Is Representing: Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Top of thumb re�e Signer Is Representing: 0 1995 National Notary Association • 8238 Rearnat Ave.. P.O. Box 7164 • Canoga Park CA 91309-7184 Prod. No. 5907 Reorder. Cal Toll -Fora 1-804878-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT !VlAYBRICE L HF Cornmiss' 157474 State of S �.[� Not uor.0 - Carfornb ii '�" " Orange Coulniy MyCornm. bxrires Oct? County of �- On �►�e._J(.� 17. 194� � before me, a � pare _ 0 Name and Tide of Ofter (e g Jana Doe. Notarycry personally appeared Names) of s"S) [Gptrsonally known tome — — ­=7pjvvUci tome on to be the personfs) whose name(e) is/afe subscribed to the within instrument and acknowledged to me that+w4sheAhey executed the same M4�Wher4te4 authorized capacity(_*, and that by MAYBR(CE 1. Hlt 4ie her1#ie�irsignatureH on the instrument the person(q, �usslro 51474 or the entity upon behalf of which the person(a) acted, °rc-Carfonlia executed the instrument. orange County My Cum. Ex�res Jot 2. 2OC' WITNESS my hand and official seal. MAY6it1� L ii@Rr • t�orrrnldaR i i tg� the information Sgvtvre of Nor abbe OPTIONAL v is not required by taw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: t Document Date: t r T- .. Number of Pages: I n Signer(s) Other Than Named Above: �.T�� 'd, �,� ` _ �•sL Capacity(ies) Claimed by Signer(s) Signer's Name: � ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner —❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee Guardian or Conservator - IT�Other. Top of thumb re•e U ner 1s Representing: d Sig Signer's Name: ❑ Individual ❑ Corporate Officer Title (s): ❑ Partner — ❑Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: T�Vhltjmb 0 1995 Nabonal Notary Association • 8236 Remmet Ave.. P.O. Box 7t84 • Canoga Park. CA 91309-7184 Prod. No. 5907 Reorder. Cast ToN-Free 1.800-876.8827 J1 0 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the First Amendment to Owner Participation Agreement dated November 17, 1997 from THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH a public body corporate and politic to Mohammed and Adel Zeidan is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency adopted June 20, 1983 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: December 19, 1997 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK (Telephone, 714-5363227) REQUEST FOR LATE SUBMITTAL OF RCA RCA r.L -E-c Department: Economic Development Title Amendment to Zeidan OPA Council Meeting Date: November 17, 1997 Date of This Request: November 10, 1=997 vAZ 4 REASON (Why is this RCA being submitted late?): Department received approved insurance documents on November 7, after RCA submittal deadline. EXPLANATION (Why is this RCA necessary to this a2enda?): Approval is necessary so project may move forward in a timely mann6r. '2 4, f.. . g4v f"- -�4i n;�: &,),'.M, n3� -A*,n" - V _;- A VXI%. In -1 �' �.-a* F - . . .1 CONSEQUENCE $ (How shall delay of this RCA adversely impact the Ci!y?): Delay of project would be non -responsive on the p6rt of the City. V 0 Approved 0 Denied Michael Uberuaga Signature: Initials Required Approved 13 Silver RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Zeidan OPA Amendment-(126 Main Street) I COUNCIL MEETING DATE: November 17, 1997 RCA ATTACHMENTS ..STATUS Ordinance wlexhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable Not Applicable Tract Map, Location Map and/or other Exhibits Attached ContractlAgreement (wlexhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance (Approved by the City Attorne Attached Financial Imeact Statement Unbudget, over $5,000) Not Applicable Bonds'(If applicable) Not Applicable Staff Report If applicable) Attached Commission, Board or Committee Report If applicable) Not Aeplicable Findings/Conditions for Approval and/or Denial Not Applicable -'EXPLANATION FOR MISSING ATTACHMENTS REVIEWED : RETURNED F0W - c3DED Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk EXPLANATION FOR RETURN OF ITEM: RCA Author. GAB, phone extension 5582. 0 9�� 0" -- 9"" jz" Council/Agency Meeting Held: J& /4� 7 Deferred/Continued to: ge&ta'& r r� ❑ Approved ❑ Conditionally Approved O Denied be/uz-5 City Cle 's Signature Council Meeting Date: October 6, 1997 Department ID Number: ED 97-44 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND CITY COUNCIL MEMBERS/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERUAON, Executive D' ctor PREPARED BY: CDAVID C. BIGGS, Ec omic evelopment Director SUBJECT: Approve Insurance Amendment: Owner Participation Agreement (OPA)-126 Main Street (Standard Market) Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of 1; sue: The attached OPA between the Redevelopment Agency and Mohammed and Adel Zeidan was approved on June 20, 1997. A modification is needed to the insurance requirements in Exhibit E to the OPA. Fling Source: Budgeted 1997-98 Redevelopment Agency funds (Account Number to be Assigned). Recommended Action: Motion to: 1. Approve Amendment No. 1 to an Owner Participation Agreement (OPA) between the Redevelopment Agency and Mohammed and Adel Zeidan. 2. Direct the Agency Chairperson, Agency Clerk, and Agency Executive Director to execute this Amendment when signed by Mohammed and Adel Zeidan and notarized, then record with the County recorder. 3. Direct the City Attorney, Agency Clerk and Economic Development Director to ensure that the insurance requirements outlined in the OPA (as revised) are reviewed and approved prior to final execution by the Agency Chairperson, Agency Clerk and Agency Attorney (City Attorney). 1. Modify the terms of the proposed OPA, or direct staff to renegotiate terms and conditions. REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: October 6,1997 DEPARTMENT ID NUMBER: ED 97-44 Analysis: On .tune 20, 1996, the Redevelopment Agency approved an OPA that would have provided a total of $146,800 in three installments for the demolition of 126 Main Street, and the construction of a new 9475 square foot commercial structure. At the time the OPA was approved, additional insurance requirements beyond the City -Agency's standards were imposed on the participants. The requirement that is now causing problems for the Zeidans is the higher than City standard requirement for an "A X" (A-10) rated carrier. The City's adopted standard requires an "A V1I" (A-7) rated carrier for all insurance. Finding an admitted carrier with an "A X" (A-10) rating is extremely difficult and would result in a premium that is at least twice the amount of an "A Vll" (A-7). The Zeidans have started demolition of 126 Main Street in an attempt to show good faith, and have substantially completed the demolition. The next deadline for the Zeidans is the submittal of plans, which must occur on or before November 21, 1997, according to the OPA Schedule of Performance. Commencement must begin within ninety (90) days after the plans are approved. Covered under the 1996 Redevelopment Project Area Merger EIR No. 96-2 (certified October 7, 1996); Also referenced by addendum is CUP Negative Declaration No. 95-11. 1. Owner Participation Agreement (1997) -- Yto . I 2. June 20, 1997 Redevelopment Agency Action. n 3. GAB, phone extension 5582. Insurance Information from Weaver & Associates -- ZE1DRAA2.DOC -2- 09129197 3:15 PM Amendment No. One to Owner Participation Agreement ATTACHMENT #1 FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency') and Mohammed and Adel Zeidan (collectively, the "Participant") previously entered into an Owner Participation Agreement (the "OPA') on the day of ,1997; and Agency and Participant hereby desire to amend the insurance provisions of the OPA; NOW, THEREFORE, it is agreed between the parties as follows: Section I. Exhibit E to the OPA is hereby amended to permit Participant to provide general liability insurance and builders risk insurance policies with deductibles not exceeding Dollars ($ ) per occurrence, and further authorizing Participant to provide insurance policies from insurance carriers having a current policy holders management and financial size category rating of not less than "A-VII" according to A.M. Best's Insurance Reports key rating guide. Section 2. All other provisions of the OPA shall remain the same. $F/s:PCD:Agree:7.e idn=d R! S 97-731 W24/97.02 IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairperson Its: Executive Director SU ITTED BY: $vDir ctor of Economic Development q�u`�cR Participant: Mohammed Zeidan Adel Zeidan APPROVED AS TO FORM: S Agency General Counsel C' ttom6y 2 SF/s:PCD:Agree:Zcidnamd R1S 97 73 1 9124/97 - M2 CITY OF HUNTINGTON BEACH INTER-DEPARThfENT CONMIUNICATION Economic Development Department TO: Honorable Mayor and City Councilmembers VIA: Michael Uberuaga, City Administrator BY: David C. Biggs, Director of Economic Development DATE: October 6, 1997 SUBJECT: AGENDA ITEM E-3 (ZEIDAN OPA AMENDMENT) It is requested that the City Council/Redevelopment Agency continue action on this item until the next regular meeting of October 20,1997. City staff is currently reviewing the proposed insurance language to ensure that it meets the requirements set forth in the OPA. In case additional insurance language modifications are needed, we would ask that no action be taken on this matter this evening. xc: Connie Brockway, City Clerk Greg Brown, Development Specialist Scott Field, Deputy City Attorney �-3 June 16, 1997 Redevelopment Agency Action ATTACHMENT #2 Council/Agency Meeting Held:. Deferred/Continued to: U`A'pproved ❑ Conditionally Appr?ved ❑ Denied ACity ClerkTSignature JI—n icry_.-, —_— DGam.fi- Council Meeting Date: 06/16/97 1 Department ID Number: ED 97-28 1 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND CITY COUNCIL MEMBERSIREDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. USERUAGA, Executive Directorlr'NG PREPARED BY: DAVID C. BIGGS, Economic Development Director SUBJECT: Owner Participation Agreement (OPA)-126 Main Street (Standard Market), Mohammed and Adel Zeidan Statement of Issue, Funding Source, Recommended Action, Alternative Actlon(s), Analysts, Environmental Status, Attachment(s) Statement of Insue: The attached_ OPA between the Redevelopment Agency and Mohammed and Adel Zeidan is intended as a replacement to the original OPA that was originally approved in 1989. It approved, this OPA would assist the owners with the demolition of the property located at 126 Main Street, formerly known as the Standard Market, and facilitate construction of a new building. Eundiing Source: Currently budgeted Redevelopment Agency funds from Account No. E- TW ED-802-6-10-00 (Ocean View Estates Acquisitions) for the first installment of $46,800 and the second installment of $50,000 (if incurred before October 1, 1997); the third installment will come from the 1997-98 fiscal year budget. Recommended Action: Motion to: 1. Approve a Owner Participation Agreement (OPA) between the Redevelopment Agency and ' Mohammed and Adel Zeidan and authorize its execution (in accordance with Recommended Action No. 2) by the Agency Chairperson and Agency Clerk4,vj 2. Direct the City Attorney, City Clerk and Economic Development Director to ensure that the insurance requirements outlined in the OPA (as Attachment E) are reviewed and approved priorto final execution by the Agency Chairperson, Agency Clerk and Agency Attorney (City Attorney). 1. Modify the terms of the proposed OPA, or direct staff to renegotiate terms and conditions. REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 061/6/97 DEPARTMENT ID NUMBER: ED 97-28 Analysis: On February 6, 1989, the Redevelopment Agency approved an OPA with Mohammed and Adel Zeidan that would have provided a total of $146,125 in funds for the rehabilitation of the old Standard Market, located on the southeast corner of Main Street and Walnut Avenue. Damaged in a 1989 fire, this structure has remained vacant because it is unsafe to occupy in its present condition. The total amount of funding under the original OPA was to come from two sources: The Redevelopment Agency, and California Resorts (the now defunct developer of Pierside Pavilion). Due to a number of events over the ensuing years, the owners did not move forward with rehabilitation. In part, it was determined that the present structure would not be suitable for modern retail or office uses. After deciding that a new building would be more desirable, the owners -filed an application for entitlements in 1995 for a new commercial structure. On April 9, 1996, the Planning Commission approved Conditional Use Permit (CUP) No. 95-84, with four special permits. This approval was appealed by Councilmember Sullivan, On May 20, 1996, the City Council voted to approve the CUP with one special permit (Attachment No. 3). Since early in 1996, staff and the Zeidan's have been negotiating a new agreement that would assist with the demolition of the old building and allow them to construct a new 9,475 square foot retail -office property that is currently entitled for the site. Staff and the Zeidan's have concluded negotiations and have agreed to the following terms: Redevelopment Agency Responsibilities The Agency will provide $146,800 in financial assistance to the project. Payment will be made in three installments that depend upon the performance of the owners. • The first payment of $46,800 will be made after the site has been demolished and a restrictive covenant has been recorded against the property. • A second payment of $50,000 will be made if the Owner -Participant submit plans within 150 days and have completed 50% of the construction of the project. • A final payment of $50,000 will be made after the construction is 100% completed and assuming the Owner -Participant is currently in compliance with the CUP and OPA. Owner -Participant Responsibilities The Owner -Participant will demolish the existing structure, clear the site and construct a 9475 square foot commercial structure in accordance with CUP No. 95-84. • The Owner -Participant agrees to the recordation of a covenant on the property that restricts the uses on the site. ZEIDRAA.DOC •2. 061091971:51 PM REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06/16/97 DEPARTMENT 1D NUMBER: ED 97-28 Types of Agency Assistance Under Redevelopment Law, the Agency can assist private development in project areas in a variety of ways. Demolition and site clearance activities, site improvements, acquisition of real property interests and rehabilitation assistance; along with development fee subsidies and infrastructure costs, are all allowable activities. Under the original OPA, the Agency intended to provide assistance with rehabilitation costs. Given that the current plan is to demolish the exisiting improvements and construct a new building, the assistance must be reallocated to other allowable costs. Exhibit C to the OPA is a restrictive covenant that will be recorded against the properly. This covenant will restrict the use of the site as a commercial property for the life of the redevelopment controls'(2022). Residential, manufacturing and arcade uses are prohibited. Further, the property must be maintained in accordance with the Conditional Use Permit (CUP) and the OPA. Failure to maintain the property as required could lead to a breach of the OPA and possible revocation of the use permit. Economic Assistance Issues Keyser Marston Associates (KMA) reviewed the original OPA, the new OPA, the Conditional Use Permit and the cost estimates submitted by the project owners (Attachment No. 4). KMA concluded that $146,800 in financial assistance to the project is warranted because the project costs for new construction exceed the anticipated costs for rehabilitation. As discussed above, financial assistance by the Agency for demolition, site clearance, permits and fees (including in -lieu parking fees), and infrastructure costs are all allowable under Redevelopment Law. Using the legal guidelines of Redevelopment Law and KMA's economic rationale, assistance to this project will benefit the project area while furthering the Agency's (and the City's) economic development goals for the downtown area. Additional Insurance Requirements Because additional, and somewhat extraordinary, insurance requirements have been added to the OPA (Exhibit E), the owners have asked that they be able to delay the purchase of the required coverages until the OPA is approved due to the expense. As such, it is requested that the Agency approve the OPA, but not authorize its execution until the endorsements and certificates have been approved as to form by the City Attorney. nvir nmental Status: Covered under the 1996 Redevelopment Project Area Merger EIR No. 96-2 (certified October 7, 1996); Also referenced by addendum is CUP Negative Declaration No. 95-11. Attac e� ntlsl: Listattachment(s) below. 20 Description ZEIDRAA.DOC -3. 061091971:51 Ah4 REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06/16/97 DEPARTMENT ID NUMBER: ED 97-28 Start Numbering 1. Owner Participation Agreement (1997) 2. May 20, 1996 City Council Action 3. Keyser Marston Associates Letter Dated June 2, 1997 GAB, phone extension 5582. ZEIDRAA.DOC -4- 06/09/97 1:58 PM COMMERCIAL LINES POLICY- ,�1 S70CI(aOM �bb•3d zr Navigators Insurance Company 123 William Street, New York, NY.10038 APPROVED AS TO Fonj 71 GALL HUTTON, Cs',74fornly By' �eps:ty Cily A!jr;jtr�y THIS POLICY CONSISTS OF: — DECLARATIONS — COMMON POLICY CONDITIONS — ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS -OF: • ONE OR MORE COVERAGE FORMS • APPLICABLE FORMS AND ENDORSEMENTS UP 190-0 (Ed. 11-85) �I COMMERCIAL LINES POLICY COMMON POLICY DECLARATIONS NAVIGATORS INSURANCE COMPANY NEW • N©w York, New York 10038 ' Renewal of Number Policy NO. 97G2428 Named Insured and Mailing Address IN0- Street. TOM or CV, Co", State. Zp Code) J.A. HILL CORPORATION 3579 E. FOOTHILL BLVD. PASADENA, CA 91107 Broker and Mailing Address Broker No. 000064 (No.. Street Town or Ctty, County. State. ZIP Code) W.K. COOPER & COMPANY I7000 VENTL A BLVD ENCINO, CA 91316 Tax State CA Policy Period: From 09-29-97 to 09-29-96 at 12:01 A.M. Standard Time at your mailing address shown above. Business Description: GENERAL CO11TRACTOR IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROViOE THE INSURANCE STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Commercial Property Coverage Part Commercial General Liability Coverage Part TOTAL ADVANCE PREMIUM Other Charges : C.LGA TOTAL r•crmis) and Endorsement(s) made apart of this policy at tame BJP ssao 01-a5), ILOD17 (»-s), n.0021(11485), R=0 (12-966) �; $ 71500.00 S $ .,500.00 ' Omits applicable Forms and Endorsements If shown in specific Coverage P / eragq Fc COuntersigned. San Francisco, CA By Date: 3.0-07-97 d a-wesentetMe THESE MLARAT1ONS TOGETHER wrrm THE COMMON Pouey CONDITIONS. COVERAGE PART DECLARATIONS fQFl&t(5} AND FORMS AND ENDORSEMENTS. IF ANY. ISSUED o PMM A P THEREOF F C � Sent Qrt7ce.h Includes eoPyrlpMed materiel of ktuinnca SeMcea OCSce, Inc.. Stoop(slst)-INSt=D- I Policy No. 97G2428 f COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Effective Date: 09 -2 9 - 97 12:01 A.M. Standard Time ZJI�SI IS OF iII'm NCE General Aggregate Limit (Other Than Products --Completed Operations) $ 1,000,000 Products -Completed Operations Aggregate Limit $ 1, 000, 000 Personal and Advertising Injury Limit $ 11000,000 Each Occurrence Limit $ 1,000,000 Fire Damage Limit $ 50,000 Any One Fire Medical Expense Limit $ 51000 Any One Person BUSINESS DESCRIPTION AND LOCATION OF PREMISES Form of Business: [ j IndiMual [ ] J01111 Venture [) Partnership I I Organization (Other than Partnership or Joint Venture) (xj Corporation Business Description *: GENERAL CONTRACTOR Location of All Premises You Own, Rent or Occupy: 3579 E. FOOTHILL BLVD., PASADENA, CA 91107 ' PREMIUM Rate Advance Premium Classification Cade No. 'Premium Basis Pr Co All Other Pr Co All Other CARPENTRY NOC 92342 83600 (p) INCL. 67.922 INCL. 5678.* CONTRACTOR -SUBCONTRACTED 91583 600000 (C) INCL. 2.756 INCL. 1654.* WORK •MINIMUM P MIUM APPLIES Total Advance Premium 7,500 (a) area -per 1000 sgJL (m) admissions -per 1000 (e) each (u) units (s) grosa sales - per Slow (p) payroll -per S100o (c) total cost - per $1000 FrFOF31'd5 AND ENDORSEMENTS other than o licable Farms and Endorsements shown elsewhere In the policy) Forms and Endorsements applying to this Coverage Part and made part of this policy at time of Issue: o (10.93), OC43M {11.85), ANF15o M" AN': 162 {05_M. ANF 032 P5.97),,ANF 043 (11-94), ANF 130 (05.97), ANF 148 (06-9n. ANF 158 (05.97), a�� 1&4 (os-9�. c,G21sa (11� It c�21aa {11-ss) omhted if shown elsemere in the Dolby. THESE DECLARATIONs ARE PART OF THE POLICY This pa a alone does not provide coverage Gammon PXY Conditions, Coverage t DECLARATIONS CONTAINING THE NAME OP THE INSURED AND THE POLICY PERIOD. and must be attacW to a Commercial Lines Common Poscy Declarations Page, Part Coverage Forms) end any other appsceble forms grid endorsements. -INSURED- GU 2i6a (11-85) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL 00 21 11 85 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY COMMERCIAL AUTO COVERAGE PART COMMERCIAL. GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY NEW YORK DEPARTMENT OF TRANSPORTATION The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured undera nuclear energy liability policy issued by Nuclear En- ergy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters. Nu- clear Insurance Association of Canada or any of their successors, or would be an in- sured under any such policy but for its ter- mination upon exhaustion of its limit of lia- bility; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954. or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person ororganiza- tion. 6. Under any Medical Payments coverage, to ex- penses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the opera- tion of a "nuclear facility" by any person or organization. (1) The"nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of. an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility". but if such facility is located within the United States of America, its ter- ritoriesor possessions or Canada, thisexclu- sion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "Spe- cial nuclear material" or "by-product material"; "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel compo- nent, solid or liquid, which has been used orexposed to radiation in a "nuclear reactor"; C. Under any Liability Coverage, to "bodily injury" "Waste" means any waste material (a) containing or "property damage" resulting from the "haz- "by-product material" other than the tailings or ardous properties" of "nuclear material", if: wastes produced by the extraction or concentration 69 q (over) Copyright, Insurance Services office, Inc.. 1983. 1984 of uranium or thorium from any ore processed pri- marily for its "source material" content, and (b) resulting from the operation by any person or organi- zation of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plu- tonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "waste"; (c) Any equipment or device used for the process- ing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the Premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 orany com- bination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used 'for the storage or dis- posal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fis- sionable material; "Property damage" includes all forms of radioactive contamination of property. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL 02 70 12 96 CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: BOILER AND MACHINERY COVERAGE PART BUSINESSOWNERS POLICY COMMERCIAL AUTO COVERAGE PART COMMERCIAL CRIME COVERAGE PART —EXCEPT COVERAGE FORMS A AND B COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. The following provisions are added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which Is used predominantly for resi- dential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a res- idential unit, if such coverage is written under one of the following: BUSINESSOWNERS POLICY COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART --FARM PROPERTY COVERAGE FORM a. If such coverage has been in effect for 60 days or less, and is not a renewal of cov- erage we previously issued, we may can- cel this coverage for any reason, except as provided In b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake cov- erage: or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earth- quake policy premium surcharge_ However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy Issued by the CEA that includes an earthquake policy premium surcharge but tails to pay the earthquake policy premium surcharge authorized by the CEA. C. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the fol- lowing, which exclude loss or damage A y caused by or resulting from corrosive soil conditions: (t) Businessowners Policy —Business - owners Special Property Coverage Form; (2) Commercial Property Coverage Part — Causes Of Loss —Special Form; or (3) Farm Coverage Part —Farm Property Coverage Form; Covered Cause_ s of Loss —Special. S. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current pol- icy term covering the same risks. (2) Discovery of fraud or material misre- presentation by: (a) Any insured or his or her repre- sentative in obtaining this insur- once; or (b) You or your representative in pur- suing a claim under this policy. (3) A judgment by a court or an adminis- trative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, orof any violations of state laws or regulations establishing safety standards, by you or your repre- GU 363c (12-96) - sentative, which materially increase This provision applies to coverage on real any of the risks insured against. property used predominantly for residential (5) Failure by you or your representative purposes and consisting of not more than four to implement reasonable loss control dwelling units, and to coverage on tenants' requirements, agreed to by you as a household property contained in a residential condition of policy issuance, or which unit, if such coverage is written under one of were conditions precedent to our use the following: of a particular rate or rating plan, if BUSINESSOWNERS POLICY that failure materially increases any of COMMERCIAL PROPERTY COVERAGE PART the risks insured against. (6) A determination by the Commissioner FARM COVERAGE PART —FARM PROPERTY of Insurance that the: COVERAGE FORM a. We may elect not to renew such coverage (a) Loss of, or changes in, our rein- for any reason. except as provided in b., surance covering all or part of the c, and d. below: risk would threaten our financial integrity or solvency; or b. We will not refuse to renew such coverage (b) Continuation of the policy cover- solely because the first Named Insured age would: has accepted an offer of earthquake cov- Cali - (i) Place us in violation ofe erage. However. the following applies only to forma taw the'laws off the stale wherree we are domi- insurers who are associate participating tiled; or insurers as established by Cal. Ins. Code (ii) Threaten our solvency Section 10089.16. We may elect not to renew such coverage after the first Named (7) A change by you or your representa- Insured has accepted an offer of earth- tive in the activities or property of the quake coverage. if one or more of the fol- commercial or industrial enterprise, lowing reasons applies: which results in a materialty added, (1) The nonrenewat is based on sound increased or changed risk, unless the underwriting principles that relate to added, increased or changed risk is the coverages provided by this policy included in the policy. - and that are consistent with the b. We will mail or deliver advance written approved rating plan and related doc- notice of cancellation, stating the reason uments filed with the Department of for cancellation, to the first Named In- Insurance as required by existing law; cured, and to the producer of record, at least: (2) The Commissioner of Insurance finds (1) 10 days: before -the effective date of that the exposure to potential losses will threaten our solvency or place us cancellation:if we cancel for a reason In a hazardous condition. A haz- in paragraph 8.a.(1) or (2), ardous condition includes, but is not (2) 30 days before the effective date of limited to, a condition in which we cancellation if we cancel for any other make claims payments for losses reason listed in paragraph $.a, resulting from an earthquake that i� following is added and supersedes any pro- occurred within the preceding two viamons to the contrary: years and that required a reduction in NONRENEWAL policyholder surplus of at least 25% t' Subject to the provisions of paragraphs 8.2. for payment of those -claims'. or and 8.3, below. if we elect not to renew this (3) We have: Policy. we will mail or deliver written notice (a) Lost or experienced a substantial stating the reason for nonrenewal to the first Flamed Insured reduction in the availability or shown in the Declarations and to the producer scope of reinsurance coverage; or of record, at least 60 days, but not more than 120 (b} Experienced a substantial increase days, before the expiration Of anniversary in the premium charged for reinsur- date. Vie will ance coverage of our residential mail or deliver our notice to the first Flamed Insured, property insurance policies: and and to the producer of record, • al the mailing the Commissioner has approved a address shown in the policy. 2- Residential property plan -for the nonrenewals that is fair IF'*�X2of3 and equitable, and that is responsive GU 363c (12-96) to the changes in our reinsurance a. If the transfer or renewal of a policy, with - position. out any changes in terms, conditions, or We will not refuse to renew such coverage rates, is between us and a member of our C. solely because the first Named Insured insurance group. has cancelled or did not renew a policy, b. If the policy has been extended for 90 days issued by the California Earthquake or less, provided that notice has been Authority that included an earthquake pol- given in accordance with paragraph 13.1. icy premium surcharge. C. If you have obtained replacement cov. d. We will not refuse to renew such coverage erage, or if the first Named Insured has solely because corrosive soil conditions agreed. in writing, within 60 days of the exist on the premises. This restriction (d.) termination of the policy, to obtain that applies only if coverage is subject to one coverage. of the following, which exclude loss or d. If the policy is for a period of no more than damage caused by or resulting from cor- 60 days and you are notified at the time of rosive soil conditions: issuance that it will not be renewed. (1) Businessowners Poficy—Business- e. if the first Named Insured requests a owners Special Property Coverage change in the terms or conditions or risks Form; covered by the policy within 60 days of the (2) Commercial Property Coverage Part— end of the policy period. Causes Of Loss —Special Form; or f. If we have made a written offer to the first (3) Farm Coverage Part —Farm Property Named Insured, in accordance with the Coverage Form; Covered Causes of time frames shown in paragraph B.1., to Loss —Special. renew the policy under changed terms or 3. We are not required to send notice of nonre- conditions or at an increased premium newal in the following situations: rate, when the increase exceeds 25%. C .J 363C (12-96) Pane 3 of 3 CL 167 (10.93) CG 00 01 10 93 COMMERCIAL GENERAL LIABILITY COVERAGE FORM provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what - is not covered. -•: jghout this policy the words "you" and "your" refer to the Named Insured shown In the Declarations, and any . .erson or organization qualifying as a Named Insured under this policy. The words 'eve", "us" and "our" refer .... company providing this insurance. -n y,ord "insured" means any person or organization qualifying as such under WHO IS AN INSURED (SECTION II). -••-.,r words and phrases that appear in quotation marks have special meaning. Refer to DEFINITIONS (SECTION V). SECTION I —COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAM- AGE LIABILITY 1. insuring Agreement. a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend any "suit" seeking those damages. We may at our discretion investigate 'any "occurrence" and settle any claim or "suit" that may result. But: (1) The amountwe will payfor damages is limit- ed as described In LIMITS OF INSURANCE (SECTION III); and (2) Our right and duty to defend erid when we have used up the applicable limit of Insur- ance in the payment of judgments or settle- ments under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or per- form acts or services Is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS —COVERAGES A AND B. b. This insurance applies to "bodily Injury" and "property damage" only if: (1) The "bodily injury" or "property damage" Is caused by an `occurrence" that takes place in the "coverage territory"; and (2) The "bodily Injury" or "property damage" oc- curs during the policy period. C. 'Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily Injury". 2. Exclusions. This insurance does not apply to: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily Injury" resulting from the use of reasonable force to pro- tect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by rea- son of the assumption of liability in a contract or agreement. This exclusion does not apply to lia- bility for damages: (1) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or (2) That the insured would have in the absence of the contract or agreement. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the busi- ness of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers Compensation and Similar Laws Any obligation of the Insured under a workers compensation, disability benefits or unemploy- ment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the Insured arising out of and in the course of: (a) Employment by the Insured; or (b) Performing duties related to the conduct of the Insured's business; or (2) The spouse, child, parent, brother or sister 1 Copyright. Insurance Services Office, Inc., 1992 of that "employee" as a consequence of (b) Claim or suit by or on behalf of a gov- paragraph (1) above. ernmental authority for damages be - This exclusion applies: cause of testing for, monitoring, cleaning (1) Whether the insured may be liable as an em- up. removing, containing, treating, ployer or In any other capacity; and detoxifying or neutralizing, or in anyway (2) To any obligation to share damages with or responding to, or assessing the effects repaysomeone else who must pay damages of pollutants. because of the Injury. i. Pollutants means any solid, liquid, gaseous or This exclusion does not apply to liability assumed thermal irritant or contaminant, including smoke, by the insured under an "insured contract". vapor, soot, fumes, acids, alkalis, chemicals and f. Pollution waste. Waste includes materials to be recycled, - (1) "Bodily injury" or "property damage" aris- reconditioned or reclaimed. ing out of the actual, alleged or threatened g• Aircraft, Auto or Watercraft discharge, dispersal,'seepage, migration, re- "Bodily injury" or "property damage" arlsin'g out lease or escape of pollutants: - of the ownership. maintenance, use or entrust - (a) At or from any premises, site or location meet to others of any aircraft, "auto" or water- craft owned or operated by or rented or loaned : which is orwas at any time owned or oc- cupied by, or rented or loaned to, any to any insured. Use Includes operation and Insured; "loading or unloading". (b) At crfrom any premises, site or location This exclusion does not apply to: which Is or was at any time used,by or (1) A watercraft while ashore on premises you for any Insured or others for the han- own or rent; dling, storage, disposal, processing or (2) A watercraft you do not own that is: treatment of waste; (a) Less than 26 feet long; and (c) Which are orwere at anytime transport- (b) Not being used to carry persons or grop- ed, handled, stored, treated, disposed erty for a charge; of, or processed as waste by or for any (3) Parking an "auto" on, or on the ways next Insured or any person or organization for to, premises you own or rent, provided the whcm you may be legally responsible; or "auto" is not owned by or rented or loaned (d) At or from any premises, site or location to you or the insured; on which any insured or any contractors (4) Liability assumed under any "insured con - or subcontractors working directly or in- tract" for the ownership, maintenance or use directly on any insured's behalf are per- of aircraft or watercraft; or forming operations: (5) "Bodily injury" or "property damage" aris- (i) if the pollutants are brought on or ing out of the operation of any of the equip - to the premises, site or location In ment listed in paragraph f.(2) or f.(3) of the connection with such operations by definition of "mobile equipment". such insured, contractor orsubcon- h. Mobile Equipment tractor; or "Bodily injury" or "property damage" arising out (11) If the operations are to test for, mon- of: itor, clean up.' remove, contain, (1) The transportation of "mobile equipment" by treat, detoxify or neutralize, or in any an "auto" owned or operated by or rented way respond to, or assess the ef- or loaned to any insured; or fects of pollutants. (2) The use of "mobile equipment" In, or while Subparagraphs (a) and (d) (1) do not apply in practice for, or while being prepared for, to "bodily injury" or "property damage"aris- any prearranged racing, speed, demolition, Ing out of heat, smoke or fumes from a hos- or stunting activity. tale fire. 1. War . As used in this exclusion, a hostile :fire "Bodily injury" or "property damage" .due to war, means one which becomes uncontrollable whether or not declared, or any act or condition or breaks out from where it was Intended to incident to war. War includes civil war, Insurrec- be. tion, rebellion or revolution. This exclusion ap- (2) Any loss, cost or expense arising out of any: plies only to liability assumed under a contract (a) Request, demand or order that any In- or agreement. } sured or others test for, monitor, clean l• Damage to Property • up, remove, contain, treat, detoxify or "Property damage" to: neutralize, or in any way respond to, or (1) Property you own, rent or occupy; assess the effects of pollutants; or (2) Premises you sell, give away or abandon, if 2 k. m. n. the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because ,,your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a side- track agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. Damage to Your Work "Property damage" to "yourwork" arising out of it or any part of it and Included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcon- tractor. Damage to Impaired Property or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or danger- ous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement In accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical Injury to "your product" or "your work" after it has been put to its Intended use. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred byyou or others for the loss of use, with- drawal, recall, inspection, repair, replacement, adjustment, removal or disposal of; (1) "Your product' (2) "Your work"; or (3) "Impaired property' if such product, work or property is withdrawn 3 or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dan- gerous condition in It. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A sep- arate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE (Section III). COVERAGE D. PERSONAL AND ADVERTISING INJU. RY LIABILITY 1. Insuring Agreement. a. We will pay those sums that the )nsured becomes legally obligated to pay as damages because of "personal injury" or "advertising injury" to which this insurance applies. We will have the right and duty to defend any "suit' seeking those damages. We may at our discretion investigate any "occurrence" or -offense and settle any claim or "suit" that may result. But: (1) The amountwe will pay for damages is limit- ed as described in LIMITS OF INSURANCE (SECTION Ill); and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or settle- ments under Coverage A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or per- form acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAY- MENTS —COVERAGES A AND B. b. This insurance applies to: (1) "Personal injury" caused by an offense aris- ing out of your business, excluding advertis- ing, publishing, broadcasting or telecasting done by or for you; (2) "Advertising injury" caused by an offense committed In the course of advertising your goods, products or services; but only if the offense was committed in the "cov- erage territory" during the policy period. 2. Exclusions. This insurance does not apply to: a. "Personal injury" or "advertising injury": (1) Arising out of oral or written publication of material, if done byor at the direction of the Insured with knowledge of its falsity; (2) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of the willful violation of a penal statute or ordinance committed byor with the consent of the insured; or (4) Forwhich the insured has assumed liability In a contract or agreement. This exclusion does not apply to liability for damages that the Insured would have In the absence of the contract or agreement. b. "Advertising injury" arising out of: (1) Breach of contract, other than misappropri- ation of advertising ideas under an implied contract; (2) The failure of goods, products or services to conform with advertised quality or per- formance; (3) The wrong description of the price of goods, products or services; or (4) An offense committed by an insured whose business is advertising, broadcasting, pub- lishing or telecasting. COVERAGE C. MEDICAL PAYMENTS 1. Insuring Agreement. a. We will pay medical expenses as described be- low for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the acci- dent; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable ex- penses for: (1) First aid administered at the time of an ac- cident; (2) Necessary medical, surgical, x-ray and den- tal services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions. We will not pay expenses for "bodily injury": a. To any insured. b. To a person hired to do work for or on behalf of any insured or a tenant of any insured. C. To a person injured on that part of premises you own or rent that the person normally occupies. d. To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers compensation or disability benefits law or a simi- lar law. e. To a person injured while taking part in athletics. f. Included within the "products -completed oper- ations hazard". g. Excluded under Coverage A. h. Due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. SUPPLEMENTARY PAYMENTS —COVERAGES A AND B We will pay, with respect to any claim or "suit" we defend: 1. All expenses we incur. 2. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 3. The cost of bonds to release attachments,• but only for bond amounts within the applicable limit of in- surance. We do not have to furnish these bonds. 4. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earn- ings up to $100 a day because of time off from work. 5. All costs taxed against the insured in the "suit". 6. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an of- fer to pay the applicable limit ofinsurance, we will not pay any prejudgment interest based on that peri- od of time after the offer. 7. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a busi- ness of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. An organization otherthan a partnership or joint venture, you are an insured. Your "executive officers" and directors are insureds, but onlywith respect to their duties as your officers or direc- tors. Your stockholders are also insureds, but only with respect to their liability as stockholders. 2. Each of the following is also an insured: a. Your "employees", other than your "executive officers", but only for acts within the -scope of their employment by you or while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint'venture), or to a co -"employee" while in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" as a conse- quence of paragraph (1)(a) above; n 3. 4. (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described In paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or fail- ing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, In the care, custody or con- trol of, or over which physical control is being exercised for any purpose by you, any of your "employees" or, if you are a partnership or joint venture, by any part- ner or member. b. Anyperson (other than your "employee"), or any organization while acting as your real estate man- ager, c. Any person or organization having proper tem- porary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been ap- pointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Cover- age Part. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person Is an insured while driving such equip- ment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an Insured, but only with respect to liability arising out of the operation of the equipment, and only If no other Insurance of any kind Is available to that person or organization for this liability. However, no person or organization Is an insured with respect to: a. "Bodily injury" to a co-"employee"of the person driving the equipment; or b. "Property damage" to property owned by, rent- ed to, In the charge of or occupied by you or the employer of any person who is an insured un- der this provision. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, will quali- fy as a Named Insured If there Is no other similar In- surance available to that organization. However: a. Coverage under this provision is afforded only un- til the 90th day after you acquire orform the or- ganization, or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily Injury" or "property damage" that occurred before you ac- quired or formed the organization; and c. Coverage B does not apply to "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. SECTION III --LIMITS OF INSURANCE 1. The Limits of Insurance shown In the Declarations and the rules below fix the most we will pay regard- less of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bring- ing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages be- cause of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. The Products/Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to 2. above, the Personal and Advertising In- jury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and all "advertising injury" sustained by any one person or organization. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily in jury" and "property damage" arising out of any one "occurrence". 6. Subject to 5. above, the Fire Damage Limit Is the most we will pay under Coverage A for damages be- cause of "property damage" to premises, while rent- ed to you or temporarily occupied by you with permission of the owner, arising out of any one fire. 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declara- tions, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed partof the last preceding period for purposes of determining the Limits of Insurance. 5 SECTION W—COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy. Bankruptcy or insolvency of the insured or of the In- sured's estate will not relieve us of our obligations un- der this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit. a. You must see to it that we are notified as'soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possi- ble, notice should include: (1) How; when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any Injury or dare age arising out of the "occurrence" or offense. b. If a claim Is made or "suit".Is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. C. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other in- formation; (3) Cooperate with us in the investigation, set- tlement or defense of the claim or "suit'; and (4) Assist us, upon our request, In the enforce- ment of any right against any person or or- ganization which may be liable to the insured because of Injury or damage to which this Insurance may also apply. d. No insureds will, except at their own cost, volun- tarily make a payment, assume any obligation, or incur any expense, other than for first aid, with- out our consent. 3. Legal Action Against Us. No person or organization has aright under this Cov- erage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an Insured; or b. To sue us on this Coverage Part unless all of Its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured obtained after an actual trial; butwe will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of.the applicable limit of insurance. An agreed set- tlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance. If other valid and collectible Insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, ourobligations are limit- ed as follows: a. Primary Insurance ' This insurance is primary excebt when b. below applies. if this Insurance Is primary; our obliga- tions are not affected unless anyof the other in- surance is also primary. Then, we will share with all that other insurance by the method described In c. below. • • . b. Excess Insurance This insurance Is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) That is Fire insurance for premises rented to you; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Cover- age A (Section 1). When this insurance is excess, we will have no duty under Coverage A or 8 to defend any claim or "suit" that any other Insurer has a duty to de-. fend. If no other Insurer defends, we will under- take to do so, but we will be entitled to the Insured's rights against all those other insurers. When this insurance is excess over other insur- ance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other Insur- ance would pay for the loss In the absence of this insurance; and • • ..:,1 (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, If ahy, with any other insurance that Is not described in this Ex- cess Insurance provision and was not bought specifically to apply in excess of the Limits of in- surance shown In the Declarations of this Cov- erage Part. .S c. Method of Sharing r If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each Insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, which- ever comes first. If any of the other insurance does not permit con- tribution by equal shares, we will contribute by limits. Under this method, each Insurer's share is based on the ratio of its applicable limit of 6 insurance to the total applicable limits of insur- ance of all insurers. 5. Premium Audit. a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part -as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Audit premiums are due and payable on notice to the first Named Insured. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will,return the ex- cess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations. By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds. Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Cov- crage Part to the first Named Insured, this insurance Applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us. If the insured has rights to recover all or part of any Payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew. If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V—DEFINITIONS 1 • "Advertising injury" means injury arising out of one or more of the following offenses: a. .Oral or written publication of material that slanders or libels a person or organization or dis- parages a person's or organization's goods, products or services; b. Oral or written publication of material that vio- lates a Person's right of privacy; c. Misappropriation of advertising ideas or style of doing business; or d. Infringement of copyright, title or slogan. 2. "Auto" means a land motor vehicle, trailer or semi- trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person, including death result- ing from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its ter- ritories and possessions), Puerto Rico and Canada; b. International waters or airspace, provided the in- jury or damage does not occur in the course of travel or transportation to or from anyplace not included in a. above; or c. All parts of the world if: (1) The injury or damage arises out of: (a) Goods or products made or sold by you in the territory described in a. above; or (b) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your busi- ness; and (2) The insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a set- tlement we agree to. 5. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, consti- tution, by-laws or any other similar governing document. 7. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the - terms of the contract .or agreement. _ 8. "Insured contract" means: a. A contract for a lease of premises. However,.that- portion of the contract for a lease of premises that indemnifies any person or organization for dam- age by fire to premises while rented to you ortem- porarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; 7 r' c. Any easement or license agreement, except in connection with construction or demolition oper- ations on or within 54 feet of a railroad; . d. An obligation, as required by ordinance, to In- demnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement per- taining to your business (including an Indemnifi- cation of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a lia- bility that would be imposed by law in the ab- sence of any cantrac# or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily inju- ry" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That Indemnifies an architect, engineer or surveyor for Injuryor damage arising out of; (a) Preparing, approving or failing to pre- pare or approve maps, drawings, opin- ions, reports, surveys, change orders, designs or specifications; or (b) Giving directions or instructions, or faif- Ing to give them, if that Is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, en- gineer or surveyor, assumes liability for an Injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, Inspection or engineering services. 9. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". . 10. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is ac- cepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, water- craft or "auto" to the place where it Is finally de- livered; but "loading or unloading" does not include the movement of property by means of a mechanical de- vice, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 11. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment. • a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not; main-' tained primarily to provide mobilityto permanent- ly mounted. (1) Power cranes,.shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently at- tached equipment of the following types: (1) Air compressors, pumps and generators, In- cfuding spraying, welding, building cleaning, geophysical exploration, lighting and"well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily forpurposes other than the transportation of persons or cargo. However, self-propelled vehicles with the follow- ing types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for., (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mount- ed on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, in-; cluding spraying, welding, building cleaning, geophysical exploration, lighting.and well servicing equipment. 12. "Occurrence" means an accident, including continu- ous or repeated exposure to substantially the same general harmful Conditions. 13. "Personal injury means injury, other than "bodily Injury", arising out of one or more of the following offenses: I ; a. False arrest. detention or Imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or Invasion of the right of private occupancy of a room, dwelling or premises that a'person oc- cupies by or on behalf of its owner,•landlord or lessor; • . ' ' : ••!' . 8 14 15. d, oral or written publication of material that slanders or libels a person or organization or dis- parages -a person's or organization's goods, products or services; or e, oral or written publication of material that vio- lates a person's right of privacy. a, -Products-completed operations hazard" in- cludes all "bodily injury"and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. b. "Your work" will be deemed completed at the earliest of the following times: (1) When all of the work called for in your con- tract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its Intended use by any per- son or organization other than another con- tractor or subcontractor working on the same project. Work that may need service, maintenance, cor- rection, repair or replacement, but which is otherwise complete, will be treated as completed. c. This hazard does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the in- jury or damage arises out of a condition In or on a vehicle created by the "loading or un- loading" of lt; (2) The existence of tools, uninstalled equip- ment orabandoned or unused materials; or (3) Products or operations forwhich the classifi- cation In this Coverage Part or In our manu- al of rules includes products or completed operations. "Property damage" means: a. Physical Injuryto tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not phys- ically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. 16. "Suit" means a civil proceeding In which damages because of "bodily injury", "property damage", "per- sonal injury" or "advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding In which such damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceed- ing in which such damages are claimed and to which you submit with our consent. 17. "Your product" means: a. Any goods or products, other than real proper- ty, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, per- formance or use of "your product". and b. The providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 18. "Temporary worker" means a person who Is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 19. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished In con- nection with such work or operations. "Your work" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, per- formance or -use of "your work"; and b. The providing of or failure to provide warnings or Instructions. 9 CL 234 • (t 1-85) -jUMBER: 97G2428 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 03 00 1185 DEDUCTIBLE LIABILITY INSURANCE .,�;,arsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Coverage Amount and Basis of Deductible •:; :v Injury Liability $ per claim $ per occurrence ;­.iperty Damage Liability $ per claim $ per occurrence E-.:d!ly Injury Liability and Property $1,000. per claim vxilage Liability Combined $ per occurrence .It no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) APPLICATION OF ENDORSEMENT (Enter below any limitations on the application of this endorsement. If no limitation is eniered. the deductibles apply to damages for all "bodily injury" and "property damage", however caused): — I. Our obligation under the Bodily Injury Liability and Property Damage Liability Coverages to pay damages on yourbehalf applies onlytothe amountof damages in excess of any deductible amounts stated in the Schedule above as applicable to such coverages, and the limits of insurance applicable to "each occur - Fence" for such coverages will be reduced by the amount of such deductible. "Aggregate" limits for such coverages shall not be reduced by the applica- tion of such deductible amount. 2- The deductible amounts stated in the Schedule ap- ply as follows: A. PER CLAIM BASIS ---if the deductible is on a "per claim" basis, the deductible amount applies: 1. Under the Bodily Injurytiability or Property Damage Liability Coverage, respectively: Damage Liability Coverage combined to all damages because of "bodily injury" and "property damage" sustained by one person or organization as the result of any one "oc- currence". B. PER OCCURRENCE BASIS —if the deductible is on a "per occurrence" basis, the deductible amount applies: 1. Under the Bodily Injury Liability or Property Damage Liability Coverage, respectively: a. To all damages because of "bodily in- jury" as the result of any one "occur- rence", or b. To all damages because of "property damage" as the result of any one "oc- currence". a. To all damages because of "bodily in- regardless of the number of persons ororga- jury" sustained by one person, or nizations who sustain damages because of b. To all damages because of "property that "occurrence". damage" sustained by one person or organization, 2. Under Bodily Injury Liability and Property Damage Liability Coverage combined to all as the result of any one "occurrence damages because of "bodily injury" and 2. Under Bodily Injury Liability and Property "property damage" as the result of any one (over) � TMEkTI Copyright. Insurance Services Of rice, Inc., 1984 "occurrence" regardless of the number of persons or organizations who sustain dam- ages because of that 'occurrence". I The terms of this insurance, including those with respect to: (a) Our right and duty to defend any"suits" seeking those damages; and M Your duties in the event of an 'occur- rence", claim, or suit apply irrespective of the application of the deductible amount. 4. We may pay any part or all of the deductible amount to effect settlement of any claim or suit and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES IN COMMERCIAL GENERAL LIABILITY , ,t-rsement modifies insurance provided under the following: �.Or,f)JERCIAL GENERAL LIABILITY COVERAGE PART s 2.a. 2.e, and 2.f of Coverage A - Bodily Injury :cry Damage Liability (Section I - Coverages .fired by the following: E irons mr, insurance does not apply to and no duty to 4c&,xrd is pro Med by us for. a Expected or intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodil injury resulting from the use of reasonable force to protect persons or property. !tiny claims, accusations or charges of negligent hiring, placement, training or supervision ansmg from actual or alleged assault or battery are not covered and no duty to defend any insured from such claim, accusation or charges is provided. d Employers Liability Both!y Injury to: 1) An employee of the insured or employee teased by the insured, casual labor or volunteer of any insured arising out of and in the course of employment by the insured. 2) The f that spouse, employee oremplo a leased by brother or sister the insured as a consequence of (1) above This exclusion applies: 1) Mether the insured may be liable as an employer or in any other capacity, and 2) To any obrgation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to Lability � ed by the insured under an 'insured L Pollution (t) VMU �1vey' or 'property dama e' which would not have occurred In who fe or part 'so (05/97) but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. This exclusion does not apply to 'bodily injury' or 'property damage arising out of heat, smoke or fumes from a hostile fire unless that hostile fire occurred or originated: (a) At any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing 'or treatment of +waste; or (b) At any premises, site or location on which any insured or any contractors or subcontractors working , directly or indirectly on any insured's behalf are performing operations - to test for, monitor, clean up, remove, contain, treat, detoxify, neutrar¢e or in any way respond to, or assess the effects of, pollutants. As used in this exclusion, a hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. (2) Any loss, cost or expense arising out of any. (a) Request, demand or order that any Insured or others test for, monitor, clean up, remove, contain, treat, deco)*. or neutrarize, or in any way respond to, or assess the effects of pollutants; or (b) Claim or suit by or on behalf of a govemmentat authonly for damages because of testing Tor, monitoring, cleaning upp, removing, containing, treating, detC)dyng or neutrara,ng,.or In any way responding lo, or assessing the effects of pollutants. Pollutants means any solid, liquid, ggaseous, or thermal irritant or contaminant mcluding smoke, vapor, soot, fumes, acid, aikarm, chemicals and waste. Waste includes material to be recycled, reconditioned, or reclaimed. Page 1 of 3 exclusions are added to Coverage A - c) Claims, accusations or charges brought by or and Property Damage Liabili and against any Insured including employees of.the and Advertising Injury iab>lity Insured for actual or alleged sexual action, .personal alleged abuse, communicable disease or duty to defend is employment related claim. Sexual action includes, but is limited does not apply to and no not to, any verbal or ,,,0 rs. for any of the tollowlng: nonverbal communication, behavior or conduct ,..-r us with sexual connotations or purposes, whether c(Exemplary Damage for, or for sexual gratification, discrimination, intimidation, coercion or other purpose, regardless of whether such is of or indemnification punitive damages which are imposed by a court of action alleged to be intentional or negrigent; or finish a wrongdoer and/or to deter others vrdar conduct. d), Claims, accusations or charges brought against insured for any actual or alleged abuse. Abuse v,-t shall have been brought against the Insured shall include, but is not limited to, the negligent C;am falling within the coverage provided under or intentional infliction of physical, emotional or injury harm tv rcqScy. seeking both compensatory and punitive defense psychological or on any person or Vr gtcmplarY damages, then we will al lord a persons in the care, custody or control of any b Wrh action. We shalt not have an obTigation to insured; or M s r any costs, interests or damages attributable b; rAm or exemplary damages. Provisions of this e) Claims, accusations or charges of negli;ggrit p-wjQ-,anent do not apply in any state where such by state law or hiring, placement, training or supervision ansing from actual alleged sexual Vvi;r-,anent is expressly prohibited or action or any other tsxwxc department regulations. type of actual or alleged abuse or a communicable disease are not covered, and we ;ns provide no duty to defend any insured from such claims, accusations or charges. ir-;rr qwy.. property dama e, personal injury or �,wng injury arising out of 4. Employment Related Practices a) =Mr use of asbestos in constructing or Bodily injury,property damage, personal injury or manufacturing any good, product or structure; or advertising injury arising out of any. t) the (on of asbestos from any good, ywuct or structure; or a) Refusal to employ, 4) IN manufacture, transportation, storage, twice. installation, use, sales, mining, b) Termination of employment; datnbution or disposal of asbestos or goods or Products containing asbestos; or c) Coercion, demotion, evaluation, reassignment, tc�aGng, ingesting or prolonged physical discipline, defamation, harassment, humiliation, 4zposure to asbestov.:or:-goods or products discdetnation or other employment related cimoining asbestos; or practices, policies, acts or omissions; or Any loss, cost or expense related to any of the above. d) Consequential bodily injury, property damage, fi. Una-1! Act;on/Communicable Disease personal Injury or advertising injury as a result of i a. through c. above. y injury, property damage, personal injury or �r�9 injury arising out of the: &I Transmission actual or alleged of a Communicable disease by an insured or any emPloyee of an insured including, but not fimited �aAS)cquired Immune Deficiency Syndrome or Fare to perform services which were either amended 10 or assumed to prevent C'nunicable diseases or their transmission to Cbers; or 5. Professional Services This Insurance does not apply to bodily injury, property damage, personal injury or advertising injury due to the rendering or failure to render any professional service. 6. Athletic Participants Bodily► Injury to any person while practicing for or participating in any contest or exhibition of an athletic or sports nature. 7. lead r:ISO (05/97) Page 2 of 3 any one policy in effect on the date of the nY Qropedy damage. personal injury, or 'occurrence'. An 'insured' shah not be entitled to R. injury ansing out of exposure to, any average for the same occurrence under any �,,cf, or in estion of lead or any substance or other policy issued by the Company, except for any �, ..crca r„ng lead or the residue o lead. Excess or Umbrella policy that applies to the same occurrence . ..� ttej of any named insured for any 'bodily ,' •rvnperty damage', - "personal injury' or injury which is sustained by or occurs to insured. ,�,d exclusions Advertis Advertising Injury added (Sectio n 1- rpr 3rae does not apply to and no duty to defend is r,,.,o ,; ty as for any of the.following: t rg rrj Injury or Advertising Injury arising out of i n as described in 1=xclusiion ff. of Coverage A r� i}. tv-0r4 injury or Advertising Injury to an employee, worker, casual labor or volunteer of any E iaa t.A,7wTq condition is added to Section IV - tem= :J General Liability Conditions: 1 Ouit the annual premium shown Is payalale as annual premium. This is your minimum W. ft o.. the lowest amount for which coverage is —V W__A tx tt>o policy period). MI of Definition 8. Insured Contract is modified .. -Al P&.ttd contract does=t:include that part of any a agreement that indemnifies any person or afor bodily injury or property damage arising VL . ) Occurrence caused by the sole negligence of z-, plan or organization. U*tg is added to Section III- Limits of Insurance: LkVs of Liability (Two or More Coverages or or more of this Poll s coverages provide Wage for 'bodily injur o, 'property damage', injury or adveliability, rtiscng injurryy ility, the k Company W11 pay is the actual amount of damages, loss or liability up to the highest ,11 Limit of Liability under anyone coverage. �'s Policy and any other policy issued to an qbm by the Company may apply to the same umnce' the most the Company wi11 pay Is the go mount of the in urryy, damages loss orabi'aty b highest app�cable Limn o? Liabiltty under :I30 (05/97) A,Page 3 of 3 1 11 15 E�DOgSEr IENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. E\CLUSION: CLADIS FIRST OCCURRING OUTSIDE POLICY PERIOD ,to endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART per. policy. including any duty to defend suits, shall not apply to: Any claim or suit first filed or asserted against any insured before the policy period; or bodily injury or property damage that first occurs before the policy period or first occurs after the policy period. Bodily injury or property damage first occurs before the policy period if: a: the bodily injury or property damage actually is, or reasonably should be, first apparent before the policy period to an insured or a "claimant"; or b. an insured knew before the effective date of the policy that an occurrence would or could Cause bodily injury or property damage. Bodily injury or property damage first occurs after the policy period if the bodily injury or property hdams a actually is, or reasonably should be, first apparent after the policy period to an insured or a "claimant." is addition, this policy, including any duty to defend suits, shall not apply to any of the offenses `. liucd in the definitions of personal injury and advertising injury if-. an insured first commits the offense before the effective date of the policy or after the Policy period; or Z an insured knew before the effective date of the policy that the offense would or could cause personal injury or advertising injury. J used in this endorsement, the word "claimant" means the person or entity who makes a claim 0 brings a suit against an insured. All other terms and conditions remain unchanged. endorsement is a part of your policy and takes effect on the effective date of your policy, anlcss another effective date is shown hereon. JLYp 162 (05/97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SUBSIDENCE EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART No coverage exists under this policy, and no duty to defend exists under this policy, for any claim, action or liability in any way involving, or alleged to involve, "bodily injury", "property damage", "personal injury" or "advertising injury" in any way, directly or indirectly, actually or allegedly, arising out of, caused by, resulting from, contributed to or aggravated by "subsidence." The term "subsidence" includes, but is not limited to, settling, expansion, sinking, slipping, falling away, caving in, shifting, eroding, rising, tilting, mud flow, or any other movement of land or earth including earthquake and landslide. If "bodily injury", "property damage", "personal injuryll or "advertising injury" actually or allegedly arises out of, is caused by,' results from, is contributed to, or is aggravated by "subsidence" and any other cause (in any sequence and irrespective of whether such other cause is proximate or remote) that would be covered under this policy, -no coverage exists under this policy, and no duty to defend exists under this policy, for the entirety of any claim, action or liability, irrespective of the existence of such other cause. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. ANF 032 (05/97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that the named insured is obligated by virtue of a written contract or agreement to provide insurance such as is afforded by this policy and is approved by the company in writing within 30 days. WHO IS AN INSURED (Section II) is amended to include as an insured the person(s) or organization(s) shown in the Schedule as an insured but only with respect to the following.- 1 . Liability arising out of your ongoing operations performed for that insured, or 2. Liability arising out of the ownership, maintenance, or use of premises while leased to you, or 3. Liability arising out of the maintenance, operation or use by you of equipment while leased to you by such persons) or organization (s), or 4. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit. Neither the coverages provided by this insurance policy nor the provisions of items 1, 2, 3, and 4 above shall apply to any claim arising out of the sole negligence of any additional insured or any of their agents/employees. ANF 043 (11/94) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INDEPENDENT CONTRACTORS The insured hereby represents and warrants that: 1. Commercial general liability insurance coverage for "bodily injury" and "property damage" will be required for all contractors and sub -contractors performing work or operations on behalf of any insured; and the insured shall obtain certificates of insurance from all contractors and sub- contractors performing work or operations on behalf of any insured, and that 2. The insured will be named as an "additional, insured" on the required coverages described in Item 1. above and that 3. The minimum limits and coverages thus required of all contractors and sub -contractors performing work or operations on behalf of any insured shall be: REQUIRED LIMIT COMMERCIAL GENERAL LIABILITY FORM $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Each Occurrence; 4. Any coverage that might otherwise exist under this policy for claims against any insured based on work done for or on behalf of any insured by a contractor or subcontractor is expressly excess over, and will not contribute with, the insurance required under this endorsement. No duty to defend or indemnify any insured under this policy for any claims that are or should be covered under the policies required of contractors and subcontractors under this endorsement will exist absent exhaustion of all such contractors' and subcontractors' policies. The insured understands that this insurance policy has been issued upon these representations and warranties. ANF 130 (05/97) MOBILE EQUIPMENT EXCLUSION This insurance does not apply to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any Mobile Equipment owned or operated by or rented or leased to any insured while the Mobile Equipment is traveling or being transported on any public street, road, highway, or thoroughfare. This endorsement is a part of your policy and takes effect on the date of- your policy, unless another effective date is shown hereon. ANF 148 (06/97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -- CONDOMINIUMS, TOWNHOUSES, APARTMENTS, AND MULTIPLE HOME DEVELOPMENTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any work involving, related to, or performed about the premises of a: 1. condominium 2. townhome 3. apartment 4. any project, development, parcel, or premise on which more than 7 homes (including all phases of development) have been built or are planned to be built, including homes which would otherwise be considered "custom." This exclusion does not apply to: 1. non-structural remodeling of not more than one unit 2. structural remodeling or additions to a single home in a development described in paragraph 4 above. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. ANF 158 (05/97) TIIIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -- PRIOR COMPLETED WORK This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Date: (If no entry appears above, the Date will be the inception date of the policy to which this endorsement is made part of) 1. The following exclusion is added to paragraph 2., Exclusions of BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I - Coverages): This insurance does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard" and arising out of "your work" completed prior to the date shown in the schedule of this endorsement. 2. Paragraph a. of the "products -completed operations hazard" def-coition in the DEFINITIONS Section is replaced by the following: a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. ANF 164 (09/97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 34 11 85 EXCLUSION - DESIGNATED WORX This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY PART SCHEDULE Description of your work: 301 MAIN STREET, HUNTINGTON BEACH, CA (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) This insurance does not apply to "bodily injury", "property damage", "personal injury" -or "advertising injury" arising out of "your work" shown in the Schedule. This endorsement is a part of your policy and takes effect on the bffective date of your policy, unless another effective date is shown hereon. T THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 44 11 85 LIMITATION OF COVERAGE TO DESIGNATED PREMISES OR PROJECT - This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Premises: Project: 126-MAIN STREET, HUNTINGTON BEACH, CA (If no entry -appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) This insurance applies only to "bodily injury", "property damage", "Personal injury", "advertising injury", and medical expenses arising out of: 1. The ownership, maintenance or use of the premises shown in the Schedule and operations necessary or incidental to those premises; or 2. The project shown in the Schedule. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. CANCELLATION during the policy period and up to three years 1. The first Named Insured shown In the afterward. Declarations may cancel this policy by mail- D. INSPECTIONS AND SURVEYS ing or delivering to us advance written notice We have the right but are not obligated to: of cancellation. 1. Make Inspections and surveys at any time; 2. We may cancel this policy by mailing or 2. Give you reports on the conditions we find; delivering to the first Named Insured written and notice of cancellation at least: 3. Recommend changes. a. 10 days before the effective date of Any inspections, surveys, reports or recommen- cancellation if we cancel for nonpayment dations relate only to Insurability and the of premium; or premiums to be charged. We do not make safety b. 30 days before the effective date of inspections. We do not undertake to perform cancellation if we cancel for any other the duty of any person or organization to provide reason. for the health or safety of workers or the public. 3. We will mail or deliver our notice to the And we do not warrant that conditions: first Named Insured's last mailing address 1. Are safe or healthful; or known to us. 2. Comply with laws, regulations, codes or 4. Notice of cancellation will state the effective standards. date of cancellation. The policy period will This condition applies not only to us, but also end on that date. to any rating, advisory, rate: service or similar 5. If this policy Is cancelled, we will send the organization which makesinsuranceInspections, first Named Insured any premium refund surveys, reports or recommendations. due. If we cancel, the refund will be pro E. PREMIUMS rata. If the first Named insured cancels, the refund may be less than pro rata. The The first Named Insured shown in the cancellation will be effective even if we have Declarations: not made or offered a refund. 1. Is responsible for the payment of all 6. if notice is mailed, proof of mailing will premiums, and be sufficient proof of notice. 2. Will be the payee for any return premiums l3. CHANGES we pay. F. TRANSFER OF YOUR RIGHTS AND DUTIES This policy contains all the agreements between UNDER THIS POLICY you and us concerning the insurance afforded. Your rights and duties under this policy may The first Named Insured shown in the Declara- tions is authorized to make changes In the terms � except In the rase of death of an individual of this policy with our consent. This policy's named Insured. terms can be amended or waived only by en- dorsement issued by us and made a part of If you die, your rights and duties will be trans - this policy, ferred to your legal representative but only while C. EXAMINATION OF YOUR BOOKS AND acting within the scope of duties as your legal representative. Until your legal representative RECORDS. Is appointed, anyone having proper temporary .We may examine and audit your books and custody of your property will have your rights records as they relate to this policy at any time and duties but only with respect to that property. IL 00 17 11 85 In Witness Whereof, we have caused this policy to be executed and attested, and, If required by state law, this policy shall not be valid unless countersigned by our authorized representative. k Bradley D. lViley, enior Vice Pre dent. TerenceV(B$eks, President • Chief Financial Officer & Secretary Includes copyrighted material of insurance Services Office, Inc., with Its permission. Copwiaht. Insurance Services office, Inc., 1982, 1983 CO D,� : GERTIF..•id'ATE:OF LIABILTY IDATE(MMIDDJYY) Y.r._ .s�.. llra5/97 PRODLkcR' THIS CERTIFICATE IS ISSUED AS A (MATTER OF INFORMATION Weaver &Associates Inc. 711 IV. Camino Real (91007) ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. BOX 1508 COMPANIES AFFORDING COVERAGE Arcadia, CA 91077-150S COMPANY A Navigators Insurance Company INSURED J.A.11i11 Corporation COMPANY B Golden Eagle Ins. Corp. 3579 E. Foothill Blvd. Suite #330 COMPANY c Pasadena, CA 91107 SK COMPANY D COVERAGES-" _ :.t. ---_ _ _r.,•L_:,.:...- - - __ -__ -cam=:, r _ r: ~::r Y THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDNY) POLICY EXPIRATION DATE (MMMONY) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIA UTY 97G2428 09129/97 09/29r98 GENERAL AGGREGATE S 1,000,000 PRODUCTS -COMPIOPAGO S 1000 000 CLAIMS MADEFRO OCCUR PERSONAL A ADV RUURY S 1,000,000 EACH OCCURRENCE S 1000 000 X OWNER'S 3 CONTRACTOR'S PROT FIRE DAMAGE (Anyone two) $ 50,000 X Broad Form PD X BF Contractual including X, C, U MED EXP (Any. arepnson) s 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE UMIT S ANY AUTO BODILY INJURY (Per person) S ALL OWNED AUTOS SCHEDULED AUTOS BODILYINJURY (Per eeeid qM $ HIRED AUTOS NON-04YNED AUTOS' PROPERTYDAAGE S GARAGE LIABILITY AUTO ONLY- EA ACCIDENT S OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT S AGGREGATE S EXCESS LIABILrrY EACH OCCURRENCE S AGGREGATE S UMBRELLA FORM S OTHER THAN UMBRELLA FORM B wO �Im cOmPE SAmON ANDrTY NNVCA 19373-04 01/01/97 MOM X WCYT�TU TH {•Y',cf:'':-4v:^:.s EL EACH ACCIDENT S 1 000 000 EL DISEASE - POUCY UM[T IS 1,000,0()() THE PROPRIETOR/ INCL PARTNERSIEXECUTWE OFFICERS ARE Rx EXCL EL DISEASE . FA EMPLOYEE S 1,000,000 OINER APPROVED GAIL HUTT AS TO FrWRIA N, City Arorney DESCRIPTION OF OPERATIONS?LOCAMONWEHICLESISPECGL"EMS Re:126 Alain Street, Iuntington Beach, CA Dy CERTIFICATE HOLDER AND MOHAMMED & ADEL ZEIDAN ARE NAMED ADDITIONAL INSURED PER ATTACHED FORM CG201o. PRIMARY & NON-CONTRIBUTORY LNSURANCE CERTIFICATE MOLDER :.^a i = `n �_:. -a:? =':-: ....., x� �.::.� __ ;__ ..; t �: _ Y ,._ T ,y Y �.�. .: y CANCL`LATIONTeri Da i�otice for;I`oD-Pa went of:Piremltim r SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Huntington Beach, The EXPIRATION DATE THEREOF. THE ISSU>rNO COMPANY WILL M=XK M MAIL Redevelopment Agency of the City of Iuntington Beach & Their Agents, Officers & lEmplOyees 2000 Main St. -3D- DAYS WRITTEN NOTICE To THE CERTIFICATE HOLDER NAMED TO THE LEFT, >a>r RA»np[7[19[7[7L[CCIFTCX�R AurHORMOREPRESENTATiVE Hunti�ngton,Beach, CA 92648 ACORD 25•S (il95) :. -t . _�- :.-:• - .. ......_ . - _ -•-• ... , ...:-.�: 009330 - _ �_--:.: �:,_.. _1:y-:e.�-_� ACORD-CORPORATlON1988 . POLICY NUMBER: 97G2428 COMMERCIAL GENERAL LIABILITY THIS ENDORSEFAENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS [Form B] This endorsement modifies Insurance provided under tree following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: city of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach, Thdir Agents, Officers & Employees, and Mohammed & Adel Zeidan 2000 Main Street Huntington Beach, CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) Is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Re; 126 Main Street, Huntington Beach, CA It is further agreed that: 1. Such insurance as is afforded by this policy shall be Primary Insurance and is not excess or contributing with any insurance. or self—insurance maintained by the above additional insured(s) against a loss covered by this policy. 2. The right to subrogate against the above additional insured(s) is waived for losses paid which arise out of the operations of the named insured. CG 20 10 11 85 Copyright, Insurance Service Office, Inc., 1984 WORKERS COMPENSATION AND EMPLOYERS LIASILITY INSURANCE POLICY • WC DO 03 13 Original Printing EffectiveApri11r1964 Advisory WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We Have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not en. force our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shaft not operate directly'or Indirectly to benefit any one not named In the Schedule. Schedule City of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach, Their Agents, Officers & Employees Mohammed & Adel Zeidan Policy Number YX-419373-04 Notre: • t. Use this endorsement 10 Wage the Company's right or subrogalion against named third parties who maybe responsible too an Injury_ 2. The serltnee in ( t Is optional with the company. It limits the endorsensenl to apply only to specific jobs of the insured. only to the extent that the Insured is requlied to obtain this waiver, 3. The lollowing entry must be added to the endorsement when used in Hawaii: "The premium charge for the endorsement is S N Copyright 1983NOlonaICouncil onComport Iellonlneurenee_ �X�� •n Aer4 ]Div. sEVIDENCEs:QF.FR�P THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED. IS IN FORCE. AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. PRODUCER PrNor+e 818-4•t6-6161 COMPAKY Weaver & Associates,Inc. Greenvdch Insurance Company 711 W. Camino Real (91007) P.O. Box 1508 Arcadia CA 91077-1508 SK CODE: sus CODE. - AGE CU�M1 606 INSURED LOAN NUMBER POLICY NUMBER Mohammed and Adel Zeidan and the City of Huntington Beach* c/o 3A. Hill 2276359 EFFECTIVE DATE EMRAnom DATE �T�u UNM P.O. BOX ]0106197 10/06/98 TERMNATMFCHECKM THS REPLACES PHOR EYIOEnCE DATED: Pasadena, CA 91117.7030 , CA zv PRO TY t bSA Ott ,s;t>:.<;•z..;•:x .: �...,w.: . � x:, n. � :...•.,: ,v> r - �� :..• },, : • t ..•... ,� s •>_ r�:<}r:•., } }.« . <<�<r ,, f ;•. ; REIN. w 1.0LO ....�..L:— � v r } :•.., ; Ii ' r r f:; LOCATIOXfDESCRIPTION Loss Payee to read: The City of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach and their Agents, Ofricers and Employees. RE. 126 Main St., Huntington Beach, CA ,COVERAGEtNFORMATIOt+I}$ ` •. - v •. ...: +..,,:s , -• i f..: ":. ,if 3 ,-:. , . , Y r } C:;:x. COYERADE'PERILS'FORYS AMOUNT OF INSURANCE DEDUCTIBLE Builder's Risk (All Risk, 100% Value, Repl. Cost/Soft Cost In $700,000 $1,000 s.,,1tli�iatcw,dtstn�;<.vn Loss Payee applies per attached CP1218. Named insured to read: Mohammed and Adel Zeidan and the City of Huntington FORM . Beach, The Redevelopment Agency of the City of Huntington Beach and their APPROVED �`S S� Att=GY Agents, Officers and Employees. GALL HUTTG\- Ci.y Dy pepu1, Gity Attosricy CANCELLATi0N { f r.st f . .y }<> f.$}.< f }:v . , � ur= �: f THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. AODION�iL �iAG7 i R � • fY�': � S °%:i �" a ; 3,.,. ,�, r�'n rr � tC,, � , ,3 f ?., rfY k c4 �f � fn`.5 n . 5 . �'.�:. �}• s b \? r, Y.:Y � 'n,+�: y� � C •�••`Y'.` NAME AND ADDRESS MORTGAGEE ADDRCDNAL INSURED The City of Huntinton Beach* 2000 Main St. LOAM AYEE Huntington Beach, CA 92&48 AUTHORED REPRESEKTATIVE i AIX3FiD27:{3 93j,<.t} , .. f.r...<..'::t.:..�.t „� ::: . tr•.,:...fhy �..<}.ems <<- ..• f..x. r .«.. .> f- ... < �n {,..x}.f,> :� QCCD COFtPORATfON €993 POLICY NUMBER: 2276359 COMMERCIAL PROPERTY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOSS PAYABLE PROVISIONS This endorsement modifies Insurance provided under the following: BUILDING AND PERSONAL PROPERTY COVERAGE FORM BUILDER'S RISK COVERAGE FORM CONDOMINIUM ASSOCIATION COVERAGE FORM CONDOMINIUM COMMERCIAL UNIT -OWNERS COVERAGE FORM STANDARD PROPERTY POLICY SCHEDULE Provisions Applicable Prem. Bldg. Description Loss Payee Loss Lender's No. No. of Property [Name & Address] Payable Loss Payable X The City of Huntinton Beach* 2000 Main St. Huntington Beach, CA 92648 Loss Payee to read: The City of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach and their Agents, Officers and Employees. A. When this endorsement Is attached to the STANDARD PROPERTY POLICY CP 00 99 the term Coverage Part in this endorsement is re -placed by the term Policy. Contract Of Sale B. LOSS PAYABLE For Covered Property in which both you and a Loss Payee shown In the Schedule or in the Declarations have an insurable interest, we will: The following is added to the LOSS PAYMENT Loss Condition, as Indicated in the Declarations or by an 1. Adjust losses with you; and "r in the Schedule: CP 1218 07 88 Copyright, Insurance Service Office, Inc. 1983,1987 Page 1 of 2 2. Pay any claim for loss or damage jointly to All of the terms of this coverage Part you and the Loss Payee, as interests may will then apply directly to the Loss • appear. awe p d. Ittay the Loss Payee for any loss C. LENDER'S LOSS PAYABLE or damage and deny payment to you 1. The Loss Payee shown In the Schedule or because of your acts or because you In the Declarations is a creditor (including have failed to comply with the terms of a mortgagehofder or trustee) with whom this Coverage Part. you have entered a contract forihe sale of Covered Property, whose Interest In that [1] The Loss Payee's rights will be Covered Property Is established by such transfered to us to the extent of the written contracts as: amount we pay; and a. Warehouse receipts; [2] The Loss Payee's rights to recover the full amount of the Loss Payee's b. A contract for deed; claim will not be Imapired. c. Bills of lading; or At our option, we may pay to the Loss Payee the whole principal on d. Financing statements. the debt plus any accrued Interest. In this event, you will pay your re- 2. For Covered Property In which both you maining debt to us. and a Loss Payee have an Insurable Inter- est: 3. If we cancel this policy, we will give writ- ten notice to the Loss Payee at least: a. We will pay for covered loss or damage to each Loss Payee In their order of a. 10 days before the effective date of precedence, as interests may appear. cancellation Uwe cancel for your non- payment of premium; or b. The Loss Payee has the right to receive loss payment even if the Loss Payee b. 30 days before the effective date of has started foreclosure or similar action cancellation Uwe cancel for any other on the Covered Property. reason. c. If we deny your claim because of your 4. If we do not renew this policy, we will give acts or because you have failed to written notice to the Loss Payee at least comply with the terms of the Coverage 10 days before the expiration date of this Part, the Loss Payee will still have the policy. right to receive loss payment if the Loss Payee: D. CONTRACT OF SALE [i] Pays any premium due under this 1. The Loss Payee shown in the Schedule or Coverage Part at our request ff you have failed to do In the Declarations is a person or organ - Ization have so; you entered a contract with for the sale of Covered Property. [2] Submits a signed, sworn proof of loss 60 days after receiving 2. For Covered Property in within notice from us of your failure to do which both you and the Loss Payee have an insurable in - so; and terest we will: 13] Has notified us of any change In a. Adjust losses with you; and ownership, occupancy or substan- tial change in risk nown to the b. Pay any claim for loss or damage jointly Loss Payee. to you and the Loss Payee, as interests may appear. 3. The following is added to the OTHER IN- SURANCE Condition: For Covered Property that is the subject of a contract of sale, the word "you` Includes the Loss Payee. CP 1218 07 88 Copyright, Insurance Service Office, Inc.1983,1987 Page 2 of 2 *Information Reparding pirglosureYour Socialm ; Law --Solicitation of the Social Security Number (SSN) is authorized under provisions of Ea 9397. dated November 22,1943. The disclosure of your SSN is voluntary. However, Policyholder information is provided to the Federal Government and since many persons appearing in administrative records possess identical namcs. the use of your SSN would provide for your precise identification. 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ICIS 01031Y'S34f 33tiYUn5M p0p1} iO3S h13HAd1Yti�n 001ti3d lrrrlt rR Paarld PsWod ❑ kvlunIOA ❑ T 9 T 9-9 v h (9 Z9) 1uaurasroPlrTff IeMauay 0 MaN 0 ne•tna 3wOHd s1N39V LSEBSCO U 6 L 1 9 10 10 1 9 1 8 tr3g.N1N AOr10d lMgWn9 w311WnM 1 r wmv 1 M39v 986e511on Puy l$ dA i113y"11niswww 1 I°N 0 $9A Q tr1 3A09V ST?Wn sa a l,on ISMA ❑ 19tA0 ❑ Palnsel ❑ Ol1VB MWO 553tr00Y DN[1ry'M cif 86 /ZO / TT L6 /ZO / TT 1,;�U" 3nY MQflY4f1d1c3 3iY03Atl033i3 LOOT6 d0 `gT-Psazd 805T XOZ.'0'd •ZU1 4S32BTa0ssy g Iaxeam SS3tlO0Y OHV 3."VM 1•19Y "MA tag jO4UO3lustnn*oa:uoltusNV aaa••.,, 96MLSI£C13'1w01Nt'4A{ip IsOod 116fl0 =t& �• •,� VUH01d d0 ANVdWO3 3ONVUflSNl Sa3NNVI3 NbOla3WV 018V -'Oi 8199Aed spays axeyy �'et.... - - . Effective.,11-2-97 Please amend the named insured from: J.A. Jill Corp. -to: Mohammed and Adel Zeidan and the City of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach.and their Agents, Officers and Employees.- Amendment No. 1 to OPA ATTACHMENT #1 June 16, 1997 Redevelopment Agency Action ATTACHMENT #2 REQUEST FOR LATE SUBMITTAL OF RCA 'A, !,.p I RCA Approve Insurance Amendment: OPA T_ Department: 'Economic Development Title 126 Main Street (Standard Market) 1:4 •4�:• Council Meeting Date: october'6, 1997D S",2'� Date of This Request: September 29, 1997 REASON (Why is this RCA being submitted late?): Economic Development Department was waiting for the Amendment to the OPAto,:be received from the &v Attornev's office. EXPLANATION (Why is this RCA necessary to this aSenda?): It is necessary that this item be an the Agenda for the October 6 meeting in order for this very visable and import ant project to proceed. CONSEQUENCES (How shall delay of this RCA adversely impact the City?): Delay of this item would result in the zeidans being unable to fulfill their tingline c0mitmnts with the City, And YnWd-delay -Ws-lmport-ant project .v Ignatu A, r, C. 0C.Eartment Head- Initials Required 0 Approved 0 Denied pproved 0 Denied R _AyWilver Michael Uberuaga RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Zeidan OPA Amendment-(126 Main Street) I COUNCIL MEETING DATE: October 6, 1997 RCA ATTACHMENTS STATUS Ordinance (wlexhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Attached Contract/Agreement (w/exhibits if applicable) (Signed iafO by the City Attomey) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attomey) Not Attached (Explain) Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Attached Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable :. EXPLANATION FOR MISSING ATTACHMENTS..:.':..... Insurance will be bound and approved prior to final execution of OPA (see staff report) REVIEWED RETURNED FORWARDED Administrative Staff { ) ( } Assistant City Administrator (Initial) ( } ) City Administrator (Initial) ( ) ) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM-: : f I June 16,1997 Zeidan Owner Participation Agreement Item F-3 + Slide 11 I9m -43 p .< j=a= ' 4<WOW U 4U;. CIU04, LZ 0Qz U[]a w z p CC t 0 Background ✓ Original OPA Approved For Rehab I I ✓ Fire in 1989 Rendered Standard Market Unsafe To Occupy ✓ Major Repairs Needed To Meet Code Slide 12 ��x I*l:34011.03Wt INSURANCE REQUIREMENTS 1. Insurance Policies. (a) Qeneral Liability Insurance. Comprehensive or commercial general liability insurance, including supplementary coverage of BIanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement), Broad Form Property Damage, Personal Injury Liability with the "employee" and "contractual" exclusions deleted, Product and Completed Operations Liability, Fire Legal Liability, Business Automobile Bodily Injury and Property Damage Liability extending to owned, non -owned and hired vehicles of the Participant or its general contractor used in performance of any of the Participant's obligations hereunder, amended as necessary to comply with Governmental Requirements. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage", including but not limited to bodily injury, death or property damage occurring upon, in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Such policy shall have an initial minimum coverage limit per occurrence of not less than $1,000,000 with respect to personal injury or death to any one or more persons or damage to property (i.e. combined single limit), and carry a deductible per occurrence of not more than $ (b) Builder's Risk Insurance. Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non -Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, mind, storm, explosion, collapse, underground, hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by Agency (iii) an endorsement to include coverage for budgeted soft costs. The replacement cost coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and with a deductible not exceeding $ per occurrence. (c) Worker's Compensation insurance. Worker's compensation insurance, to be carried by the Participant and all its general contractors, subcontractors and consultants, in an amount and form sufficient to meet all applicable governmental requirements, and employer's EXHIBIT E Page 1 of 4 r liability coverage to a limit of not less than $1,000,000, with respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site entry onto the Site. 2. Requirements Regarding insurance. Each Insurance Policy set forth in this Exhibit E shall: (a) Be in form and substance as is then standard in California for policies of like coverage; (b) Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholder's Management and Financial Size Category Rating of not less than "A V according to A. M. Best's Insurance Reports Key Ratin uide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in writing; (c) Provide coverage on an occurrence basis, except for the errors and omissions Insurance Policies; (d) Provide that the Insurance Policy cannot be canceled, suspended, lapsed or modified upon less than 30 days' prior written notice by registered or certified mail to the Participant and the Agency; (e) With respect to the Insurance Policies described in 1(a) and (b) hereinabove, (i) name the Agency and the City and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, (iii) contain a Standard Cross Liability endorsement providing that the insurance applies separately to each insured against whom a claim is filed, and that the policy covers claims or suits by one insured against the other, and (iv) provide that the interests and protections of the additional insureds shall not be affected by any misrepresentation, act or omission of a named insured or any breach by a named insured of any provision in the policy which would otherwise result in forfeiture or reduction of coverage; (0 With respect to the Insurance Policy described in 1(c) hereinabove, contain either (i) a waiver by the insurer of the right of subrogation against Agency and the City and their respective board members, commissioners, directors, officers, employees, agents and representatives or (ii) a statement that the insurance shall not be invalidated should any insured waive in writing its right of recovery or right of subrogation prior to occurrence of a loss covered EXHIBIT E Page 2 of 4 by the Insurance Policy; (g) With respect to the Insurance Policy described in Section 1(c) hereinabove, contain the right to an assignment of statutory lien for the benefit of and upon request of Agency. (h) All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding $50,000 in the aggregate or (ii) with respect to any particular casualty resulting in damage or destruction exceeding $50.000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2(d), (e), and (0 hereinabove with respect to the All Risk policy.. 3. DeliverkofInsurance Policies. 'ARer delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, provided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of a certificate of insurance shall be sufficient for purposes of this clause (a); (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the Participant has not provided Agency with the foregoing proof of coverage and payment within ten (10) business days after receipt of written request therefor, the requesting party may, in addition to any other available remedy, without obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the cost thereof upon demand. 4. Co -Insurer Liabilitx. If on account of the Participant's failure to comply with the provisions of this Exhibit E, Agency is adjudged to be a co-insurer by an insurance carrier, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately pay the same upon receipt of written demand therefor and evidence of such loss or damage. EXHIBIT E Page 3 of 4 S. No Limit on Liability. Agency makes no representation that the limits of liability specified for the Insurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects, engineers or other consultants against their respective Undertakings. In no event shall the limits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities, Agency shall not be Iimited to the amount of the insurance premium not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E; but Agency shall instead be entitled to recover the full amount of damages available. EXHIBIT E Page 4 of 4 �c r'- CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION �! Economic Development Department To Connie Brockway, City Clerk ph From David C. Biggs, Director of Economic Development Date November 17, 1997 Subject Late Submittal ojAttachment to Item E-15 Attached is a new Amendment to Owner Participation Agreement, which needs to be attached to Item E-15 for the City Council Meeting of November 17, 1997. This new Agreement is free of signatures as required by the City Clerk, as it will be secured against the property. We request that this be included as appropriate for tonight's meeting. Please contact Greg Brown at 8831 with any questions. Thank you for your assistance. DCB:lb xc: Pat Dapkus, Management Assistant Greg Brown, Development Specialist E- 1,5 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the City of ) Huntington Beach ) 2000 Main Street ) Huntington Beach,. CA 92648 ) Attn: Connie Brockway„ City Clerk FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") and Mohammed and Adel Zeidan (collectively, the "Participant") previously entered into an Owner Participation Agreement (the "OPA") on the �-�,, day of ,1997; and Agency and Participant hereby desire to amend the OPA; NOW, THEREFORE, it is agreed between the parties as follows: Section 1. Section 202.2 of the OPA, entitled "Second Payment," is amended in its entirety to read as follows: "The Agency shall disburse Fifty Thousand Dollars ($50,000)(the "Second Payment") to the Participant within thirty (30) days after the Participant submits evidence satisfactory to the Executive Director of the Agency demonstrating that SF/sTMAgree2eidnamd RLS 97-731 �J 11/10/97 - #4 all conditions precedent therefor have been satisfied. The conditions precedent to the Agency's obligation to make the Second Payment are the following: a. The Participant shall submit the plans set forth in the CUP (the "Plans) to the City and the Agency prior to January 20, 1998 (the "Plans Submittal Timeframe"); and b. The Participant shall commence construction within ninety (90) days of the approval of the Plans by the City (individually, the "Construction Commencement Timeframe" and together with the Demolition Timeframe and the Plans Submittal Timeframe, the "Schedule of performance'); and C. The Participant shall submit any contract for the construction of improvements on the Site to the Agency for approval prior to the execution of such contract by the Participant and its contractor; and d. The Participant shall have submitted evidence, satisfactory in the sole and absolute discretion of the Community Development Director, demonstrating that construction of the improvements, excluding tenant improvements, is fifty percent (501/1o) complete; and C. The Participant shall be in full compliance with the requirements of the Permits and any federal, state or local law or regulation applicable to the Site; and f. The Participant shall be in full compliance with the terms of this Agreement." Section 2. Exhibit E to the OPA, entitled "Insurance Requirements" is hereby amended in its entirety to read as follows: 2 SF/s:1 MAgree2cidnamd RLS 97-731 11/10197 -N4 Prior to commencement of any work under this Agreement and until recordation of the Certificate of Completion (Exhibit D), Participant or its general contractor shall at its sole expense, maintain the following insurance on its own behalf, and furnish the Agency certificates of insurance and endorsements evidencing same and reflecting the effective date of such coverage as follows: a. Seneral Liability Insurance. Comprehensive General Liability Insurance with a combined Bodily Injury and Property Damage Iimit of One Million Dollars ($1,000,000.00) including the following perils: (i) Blanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement); (ii) Broad Form Property Damage; (iii) Product and Completed Operations Liability. (iv) Fire Legal Liability; and (v) X, C and U Perils. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage", including, but not limited to bodily injury, death or property damage occurring upon, in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Each policy shall have an initial minimum coverage limit per occurrence of not less than One Million Dollars ($1,000,000.00) with respect to personal injury or death to any one or more 3 persons or damage to property (Le., combined single limit), and carry a deductible per occurrence of not more than One Thousand Dollars ($1,000). 3 SF1sTMAgrecZeidnamd RLS 97-731 11/10/97 -14 b. Builder's Risk Insurance. Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non - Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground, hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by Agency, and (iii) an endorsement to include coverage for budgeted soft costs. The replacement costs coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and with a deductible not exceeding One Thousand Dollars ($1,000) per occurrence. C. Worker's Compensation Insurance. Worker's compensation insurance, to be carried by the Participant and all its general contractors, subcontractors 4 SFIsTMAgne2cidnamd RLS 97-731 and consultants, in an amount and form sufficient to meet all applicable governmental requirements, and employer's liability coverage to a limit of not less than $1,000,000, vdth respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site or entry onto the Site. :Z - -il- 1 a Each Insurance Policy set forth in this Exhibit E shall: a. Be in form and substance as is then standard in California for policies of like coverage; b. Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholder's Management and Financial Size Category Rating of not less than "A-VII" according to A. M. Best's Insurance Reports Key Rating Guide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in writing; C. Provide coverage on an occurrence basis; d. Provide that the Insurance Policy cannot be canceled, suspended, lapsed or modified upon less than 30 days' prior written notice by registered or certified mail to the Participant and the Agency; 5 SF/s: MAgree2cidnamd RLS 97-731 l 1/10/97 - N4 e. With respect to the Insurance Policies described in la and b hereinabove, (i) name the Agency and the City and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, and (iii) provide that the interests and protections of the additional insureds shall not be affected by any act or omission of a named insured or any breach by a named insured of any provision in the policy which would otherwise result in forfeiture or reduction of coverage; f. Contain either (i) a waiver by the insurer of the right of subrogation against Agency and the City and their respective board members, commissioners, directors, officers, employees, agents and representatives or (ii) a statement that the insurance shall not be invalidated should any insured waive in writing its right of recovery or right of subrogation prior to occurrence of a Ioss covered by the Insurance Policy; g. With respect to the Insurance Policy describes! in Section I(c) hereinabove, contain the right to an assignment of statutory lien for the benefit of and upon request of Agency; h. All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding $50,000 in the aggregate or (ii) with respect to any particular casualty 6 SF/s:PCD:AgrceZcidnamd M 97-731 11110197 -94 resulting in damage or destruction exceeding $50,000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2d, e, f hereinabove with respect to the All Risk policy. 1 174743911 After delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, provided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of a certificate of insurance shall be sufficient for purposes of this clause; (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the 7 SFA MAgrce2cidnamd RLS 97-731 111] 0/97 - N4 Participant has not provided Agency with the foregoing proof of coverage and payment within ten (I0) business days after receipt of written request therefor, the requesting party may, in addition to any other available remedy, without Obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the cost thereof upon demand. If on account of the Participant's failure to comply with the provisions of this Exhibit E, Agency is adjudged to be a co-insurer by an insurance tamer, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately pay the same upon receipt of written demand therefor and evidence of such Ioss or damage. Agency makes no representations that the limits of liability specified for the Insurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects, engineers or other consultants against their respective undertakings. In no event shall the Iimits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities. Agency shall not be limited to the amount of the insurance premium 8 SF/sTMAgmezadnamd RLs 97-731 11/10197 - #4 not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E, but Agency shall instead be entitled to recover the full amount of damages available." Section 3. This Amendment shall be executed by the Participant and the Agency and recorded in the Official Records of the Recorder of Orange County. The legal description of the property against which the Amendment is to be recorded is attached as Exhibit A. Section 4. All other provisions of the OPA shall remain the same. IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk SFIs:1 MAgme2cidnarid RLS 97-731 11/10/97 - #4 Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairperson By: Its: Executive Director SUBMITTED BY: Director of Economic Development &97X% l Participant: Mohammed Zeidan 9 Adel Zeidan APPROVED AS TO FORM: Agency General Counsel C_ ity,Attorney -lo-11 10 SF/s:PCD:ASm:Zeidnamd PIS 97-731 11/10/97 - A4 Exhibit A Legal Description [To Be Supplied] 11 SFls:i MAgrcelcidnamd RLS 97-731 11/10/97 - #4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Connie BroCkway. City Cler Recorded in the County of Orange. California Gary L Granville, Clerk/Recorder 1111. II ;1 l;l:i;ll; ll. ll:11;;1111;;;!„I I 1 �Il: Fee 19970664629 09:38am 12126197 005 2601128f 26 33 A17 15 6.00 42.00 0.00 0.00 0.00 0.00 FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") and Mohammed and Adel Zeidan (collectively, the "Participant") previously entered into an Owner Participation Agreement (the "OPA"} on the lit day of ,1997; and Agency and Participant hereby desire to amend the OPA; NOW, THEREFORE, it is agreed between the parties as follows: Section I. Section 202.2 of the OPA, entitled "Second Payment," is amended in its entirety to read as follows: "The Agency shall disburse Fifty Thousand Dollars ($50,000)(the "Second Payment") to the Participant within thirty (30) days after the Participant submits vidence satisfacto to the Executive Director of the Agency demonstrating that Tax -Exempt -Government Agene9 rY ClTYZF HUNTINGTOr4 BEACH ` --ni . ercd:e:ay. Chic GA !crlt B eputy City Clerk. 1� l Sr/s:PCU.Agrrc.Zcidnamd This document is salely' for the RLS97.731 official buY.4n333 of the City 11110197-94 of Htrt ° tor. o ns : contem- p3ated t::c: �� ��•; e.- ;;.ant Code Soc. 6103 and shot2d be:recorded freo of chnr7-. M all conditions precedent therefor have been satisfied. The conditions precedent to the Agency's obligation to make the Second Payment are the following: a. The Participant shall submit the plans set forth in the CUP (the "Plans') to the City and the Agency prior to January 20, 1998 (the "Plans Submittal Timeframe"); and b. The Participant shall commence construction within ninety (90) days of the approval of the Plans by the City (individually, the "Construction Commencement Timeframe" and together with the Demolition Timeframe and the Plans Submittal Timeframe, the "Schedule of performance'); and C. The Participant shall submit any contract for the construction of improvements on the Site to the Agency for approval prior to the execution of such contract by the Participant and its contractor; and d. The Participant shall have submitted evidence, satisfactory in the sole and absolute discretion of the Community Development Director, demonstrating that construction of the improvements, excluding tenant improvements, is fifty percent (50%) complete; and e. The Participant shall be in full compliance with the requirements of the Permits and any federal, state or local law or regulation applicable to the Site; and f. The Participant shall be in full compliance with the terms of this Agreement." Section 2. Exhibit E to the OPA, entitled "Insurance Requirements" is hereby amended in its entirety to read as follows: "1. Insurance Policies: Sr/s:PCD:ASree:Zeidnamd RIS 97-731 11/10/97 - N4 Prior to commencement of any work under this Agreement and until recordation of the Certificate of Completion (Exhibit D), Participant or its general contractor shall at its sole expense, maintain the following insurance on its own behalf, and furnish the Agency certificates of insurance and endorsements evidencing same and reflecting the effective date of such coverage as follows: a. General Liability Insurance. Comprehensive General Liability Insurance with a combined Bodily Injury and Property Damage limit of One Million Dollars ($1,000,000.00) including the following perils: (i) Blanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement); (ii) Broad Form Property Damage; (iii) Product and Completed Operations Liability. (iv) Fire Legal Liability; and (v) X, C and U Perils. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage", including, but not limited to bodily injury, death or property damage occurring upon, in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Each policy shall have an initial minimum coverage limit per occurrence of not less than One Million Dollars ($1,000,000.00) with respect to personal injury or death to any one or more persons or damage to property (i.e., combined single limit), and carry a deductible per occurrence of not more than One Thousand Dollars ($1,000). 3 SF/sTMAgree2eidnamd RLS 97-731 11/10/97 - #4 b. Builder's Risk Insurance. 'Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non - Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground, hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by Agency, and (iii) an endorsement to include coverage for budgeted soft costs. The replacement costs coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and %ith a deductible not exceeding One Thousand Dollars ($1,000) per occurrence. C. Worker's Comi2ensation Insurance. Worker's compensation insurance, to be carried by the Participant and all its general contractors, subcontractors 4 Sf/sT :Agreegaidnamd RLS 97-731 11/10/97 - NA rim Sr/s:PCD:Agr=Zcidnamd RLS 97-731 11/10/97 - 94 and consultants, in an amount and form sufficient to meet all applicable governmental requirements, and employer's liability coverage to a limit of not less than S1,000,000, with respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site or entry onto the Site. Each Insurance Policy set forth in this Exhibit E shall: a. Be in form and substance as is then standard in California for policies of like coverage; b. Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholder's Management and Financial Size Category Rating of not less than "A-VII" according to A. M. Best's Insurance Reports Key Rating Guide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in waiting; C. Provide coverage on an occurrence basis; d. Provide that the Insurance Policy cannot be canceled, suspended, lapsed or modified upon less than 30 days' prior written notice by registered or certified mail to the Participant and the Agency; 5 e. With respect to the Insurance Policies described in la and b hereinabove, (i) name the Agency and the City and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, and (iii) provide that the interests and protections of the additional insureds shall not be affected by any act or omission of a named insured or any breach by a named insured of any provision in the policy which would otherwise result in forfeiture or reduction of coverage; f. Contain either (i) a waiver by the insurer of the right of subrogation against Agency and the City and their respective board members, commissioners, directors, officers, employees, agents and representatives or (ii) a statement that the insurance shall not be invalidated should any insured waive in writing its right of recovery or right of subrogation prior to occurrence of a loss covered by the Insurance Policy; g. With respect to the insurance Policy described in Section 1(c) hereinabove, contain the right to an assignment of statutory lien for the benefit of and upon request of Agency; h. All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding $50,000 in the aggregate or (ii) with respect to any particular casualty b SF/sTMAgrec2cidnamd R1S 97.731 11/10197 . #4 resulting in damage or destruction exceeding $50,000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2d, e, f hereinabove with respect to the All Risk policy. 1 aA • rs5=29 After delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, provided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of a certificate of insurance shall be sufficient for purposes of this clause; (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the 7 SVOCD:AMelcidnamd RLS 97-731 11/10/97 - #4 Participant has not provided Agency with the foregoing proof of coverage and payment within ten (10) business days after receipt of written request therefor, the requesting party may, in addition to any other available remedy, without obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the cost thereof upon demand. 1 I ► If on account of the Participant's failure to comply with the provisions of this Exhibit E, Agency is adjudged to be a co-insurer by an insurance carrier, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately pay the same upon receipt of written demand therefor and evidence of such loss or damage. ►014 F1I 174 Agency makes no representations that the limits of liability specified for the Insurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects, engineers or other consultants against their respective undertakings. In no event shall the limits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities. Agency shall not be limited to the amount of the insurance premium S sF/s:PCD:Agrcc:Zc1dnamd RLS 97-731 11/10/97 - #4 not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E, but Agency shall instead be entitled to recover the full amount of damages available." Section 3. This Amendment shall be executed by the Participant and the Agency and recorded in the Official Records of the Recorder of Orange County. The legal description of the property against which the Amendment is to be recorded is attached as Exhibit A. Section 4. All other provisions of the OPA shall remain the same. IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk E SF/sTMAgree2eidnamd RLS 97-731 11 /10/97 - #4 Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairpe on By: Q...,,_ N&A Its: Executile Director SUBMITTED BY: &W C. & I Director of Economic Development CA)7*\Tk`� Participant: 49- i1 W-1 C� J�.. �. Adel Zeidan APPROVED AS Ttiz r —A� ti,1,aC�� Agency General C unsel C_ ity,Attorney //-/o_y-7 �1.1jr. �? 10 SF/sTMAgreeZeidnamd RLS 97-731 11110/97 - #4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 1 . State of �• County of 6i-z2,:2,re- _ On -23_i� UZ _ before me, .90/t �p �6 Cate Name and Tms of Officer Te.g.. Dos. Nmary personally appeared ,�o�a��Pd Lsrrel/ ref �eic1a r7 Namalsl of Sgnwsl E,ZA3Z-fit EHRtNG Cot•mmiss:on # t 15M21 No•a•y Pvorc - Ca!'toftllo € R_� o �F7�=_ _r � Oro-ge County u+' .1. Car--. Ex_-ines Ajg29, 2M T taz-& o Y mRcbE v.ujoo 4N _ 04unc7 eeuiwo � Ommlvo - V!tCad R.D^ a-� t Y personally known to me ❑ proved to me on the basis of satisfactory evidence to be the persore whose names ' ar ubscribed to the within instrument and acknowledced to me tha the executed the same in their uthorized capaci lee and that by their ignaturdD on the instrument the person, or the entity upon behalf of which the persor(M acted, executed the instrument. WITNESS my hand and official seat. t MX t t # UQPr.W uoD . 0N.LH3 M2M. 3 Sgnatm of "'Y PuUuc OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document .Y,.",¢rnc�aa�mer�� �o Dwfer ��t�-��u�t¢r5•� /ratr�f- Title or Type of Document: -& P, cY4A,=&2 /,6,e elky a-7e.Y Zoleekz� Document Date: Number of Pages: 7_-e�/ ed-9-1 ✓A -nry GT jvo y� Signets Other Than Named Above: F_ Pc. 1�,.- a�,c? �Qaen_�!&r,� Capacitytg Claimed by Signer(s) Signer's Name: 4;41,641h pr--W X Individual ❑ Corporate Officer Title(s): ❑ Partner — O Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator 1'-1 Other. Signer Is Representing: Signer's Name: ze lQays I ■ ■ ■ ■ ■ ■ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: 0 IM NatlorW Notary Association • &M P.emmst Ave.. P.O. Box 7184 • Canoga Park. CA 91309,.M4 Prod. No. S907 Reorder: Can Tos•Fnw 14W"764M Exhibit A Legal Description Lots 26 and 28 of Block 103, Map of Huntington Beach, in the City of Huntington Beach, County of Orange, State of California as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the County Recorder of said County. 11 SFIsTMAgrecZeldnamd RLS 97 731 11/10197 - A4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Ll County of rQz On 4L-_� &_ before me, a• - x• , , C ra V Nam* and Tme o1 Oeoer 97j_. -Jana Doe. uMen personally appeared Name(s) of S"F(s) ' �rsonally known to me -- to be the person(s) whose name(&) is,tafe subscribed to the within instrument and acknowledged to me that *KgsheAhey executed the 1(M" 9tiICE LHENU same in*ief`herf4lt& authorized capacity(les), and that by * C0'vM as;on f 1157474 4WherAh& signatures) on the instrument the person(s}, .• NotayPubrrc-Carfomia or the entity upon behalf of which the person(e) acted, ►+- O`°r'ge``Y executed the instrument. -"r MY COMM. E=�VS Oct Z 2W 1 WITNESS my hand and official seal. Spnalure of Wary c OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent ' fraudulent removal and reattachment of this fort to another document Description of Attached Document Title or Type of Document: ' Document Date: Number of Pages: 10 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer Ttle(s): ❑ Partner — ❑ limited ❑ General ❑ Attorney -in -Fact ❑ Trustee r❑ Guardian or Conservator - ;- IYOther: TOP Of thumb here Signer Is Representing: V �tJ Signer's Name: E Individual Corporate Officer Title(s): Partner -- ❑ Limited ❑ General Attomey-in-Fact Trustee Guardian or Conservator Other: Signer Is Representing: Top of thumb here I O 1995 Nalm"i Notary Associalmm - 8238 Remnet Ave.. P.O. Box 7184 - Canoga Park. CA 91309-7164 Prod. No. 5907 Re~.. Call TolbFree 1.800676-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of S County of M1kM10E L HE Comrniss* ^ 157474 -� Not -aft - Ca':rcrnio On 17 1997 before me, �n "" `- P , Dare Name and Tate at Off cw (a.p(fJane boa. Notary Pd e) personally appeared r Name(s) of S.F (e) T4trsonaIIy known to me — 0 R — o me on to be the person whose name(&) islafe subscribed to the within instrument and acknowledged to me that #telshe executed the same in44elher/4hefr authorized capacityfies}ti and that by I+AA.YBR CELHEN 44le herlttaeirsignatureH on the instrument the person(s), �ImisrDe 57t74 or the entity upon behalf of which the person(e) acted, -� W `'Or`-Ca"torNa executed the instrument. orar+ge Cou -ey WITNESS my hand and official seal. _ hVLVBFXX L HOW CQmrnh*n# 1 W474 01:3 ion cbj>ti the information "'"'`i"' OPTIONAL v is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: _±t 1)4.>,...� G' 'r Q� ,•..�. cr y. Document Date:._ fL�� �33 Number of Pages: ! o Signer(s) Other Than Named Above: 1LM,R@ Capacity(ies) Claimed by Signer(s) Signer's Name: ' ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee m ❑ Guardian or Conservator . IYOther: 6 9L&k di '! Top 01 thumb here Signer Is Representing: Signer's Name: ffil NMI Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: 0 1995 National Notary Associarion • 8236 Ftemmet Ave., PO. Box 7184 -Canoga Park, CA 913M7184 Prod. No. 5907 Fleordar. Caa Too -Free 1-906.878.6827 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the First Amendment to Owner Participation Agreement dated November 17, 1997 from THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH a public body corporate and politic to Mohammed and Adel Zeidan is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency adopted June 20, 1983 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: December 19, 1997 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK By. eputy Cler % Telephone: 714-536-5227 ) REQUEST FOR LATE SUBMITTAL OF RCA Department: RCA Economic Development Title Amendment to zeidan OPA ate: November 17, 1997 •Date of This Request- November 10, 1997 Council Meeting D REASON (W ffi:Is this RCA being submitted late?): Department received approved insurance documents on November 7, after RCA submittal deadline. I EXPLANATION (Why is this RCA necessary to this a2ends? ): Approval is necessary so project may moveforwardin a timely manner, `CONSEQUENCEP (How shall delay of this RCA adversely Impact the Ci!y?): Delay of project would be non -responsive an the Pdrt of the City, . . . . . . . . . . • Signature: k1A C4 1 Initials Required of Approved 0 Den C3 Approved E3 Denied Ray Silver Michael Uberuaga RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Zeidan OPA Amendment-(126 Main Street) COUNCIL MEETING DATE: I November 17, 1997 RCA ATTACHMENTS STATUS Ordinance w/exhibits & legislative draft if applicable) Not Applicable Resolution wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Ma and/or other Exhibits Attached Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance LApproved PZ the Pity Attome Attached Financial Impact Statement Unbud et, over $5,000) Not Applicable Bonds if applicable) Not Applicable Staff Report If applicable) Attached Commission, Board or Committee Report If applicable)_ Not Applicable Findings/Conditions for Approval andlor Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FOR► ..� DDED Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk EXPLANATION FOR RETURN OF ITEM: RCA Author. GAB, phone extension 5582. Council/Agency Meeting H,elld:_ J6 /9T Deferred/Continued to: ❑ Approved ❑ Conditionally Approved� ❑ Denied kqCity Cle 's Signature Council Meeting Date: October 6, 1997 Department ID Number: ED 97-44 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND CITY COUNCIL MEMBERS/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERU , Executive D' ctor &-omic 2 PREPARED BY: DAVID C. BIGGS, Ec evelopment Director SUBJECT: Approve Insurance Amendment: Owner Participation Agreement (OPA)-126 Main Street (Standard Market) Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) 4 Statement of Issue: The attached OPA between the Redevelopment Agency and Mohammed and Adel Zeidan was approved on June 20, 1997. A modification is needed to the insurance requirements in Exhibit E to the OPA. Funding Source: Budgeted 1997-98 Redevelopment Agency funds (Account Number to be . Assigned). Recommended Action: Motion to: 1. Approve Amendment No. 1 to an Owner Participation Agreement (OPA) between the Redevelopment Agency and Mohammed and Adel Zeidan. 2. Direct the Agency Chairperson, Agency Clerk, and Agency Executive Director to execute this Amendment when signed by Mohammed and Adel Zeidan and notarized, then record with the County recorder. 3. Direct the City Attorney, Agency Clerk and Economic Development Director to ensure that the insurance requirements outlined in the OPA (as revised) are reviewed and approved prior to final execution by the Agency Chairperson, Agency Clerk and Agency Attorney (City Attorney). Alternative Action(s): 1. Modify the terms of the proposed OPA, or direct staff to renegotiate terms and conditions. REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: October 6, 1997 DEPARTMENT ID NUMBER: ED 97-44 wig: On June 20, 1996, the Redevelopment Agency approved an OPA that would have provided a total of $146,800 in three installments for the demolition of 126 Main Street, and the construction of a new 9475 square foot commercial structure. At the time the OPA was approved, additional insurance requirements beyond the City -Agency's standards were imposed on the participants. The requirement that is now causing problems for the Zeidans is the higher than City standard requirement for an "A X" (A-10) rated carrier. The City's adopted standard requires an "A Vll" (A-7) rated carrier for all insurance. Finding an admitted carrier with an "A X" (A-10) rating is extremely difficult and would result in a premium that is at least twice the amount of an "A VII" (A-7). The Zeidans have started demolition of 126 Main Street in an attempt to show good faith, and have substantially completed the demolition. The next deadline for the Zeidans is the submittal of plans, which must occur on or before November 21, 1997, according to the OPA Schedule of performance. Commencement must begin within ninety (90) days after the plans are approved. Environmental Status: Covered under the 1996 Redevelopment Project Area Merger EIR No. 96-2 (certified October 7, 1996); Also referenced by addendum is CUP Negative Declaration No. 95-11. 1. Owner Participation Agreement (1997) -- 7tv . I 2. June 20, 1997 Redevelopment Agency Action. 3. GAB, phone extension 5582. Ai4trkll Insurance Information from Weaver & Associates — ZEIDRAA2.DOC -2- 09/29/97 3:15 PM Amendment No. One to Owner Participation Agreement ATTACHMENT #1 FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency's and Mohammed and Adel Zeidan (collectively, the "Participant') previously entered into an Owner Participation Agreement (the "OPA') on the day of _ 311997; and Agency and Participant hereby desire to amend the insurance provisions of the OPA; NOW, THEREFORE, it is agreed between the parties as follows: Section 1. Exhibit E to the OPA is hereby amended to permit Participant to provide general liability insurance and builders risk insurance policies with deductibles not exceeding Dollars ($ } per occurrence, and further authorizing Participant to provide insurance policies from insurance carriers having a current policy holders management and financial size category rating of not less than "A-VII" according to A.M. Best's Insurance Reports key rating guide. Section 2. All other provisions of the OPA shall remain the same. SF1s:PCD:Agrec:Ze idnamd ILLS 97-731 9/24197 - #2 IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk APPROVED AS TO FORM: Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairperson LE Its: Executive Director Z TED BY: C. :at S•Dir ctor of Economic Development lam" Agency General Counsel C�1 �ly r r 2 5F1s:PCD:Agrce:Ztidnamd RLS 97-731 9n4197 - N2 Participant: Mohammed Zeidan Adel Zeidan CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMMCATION Economic Development Department TO: Honorable Mayor and City Councilmembers VIA: Michael Uberuaga, City Administrator BY: David C. Biggs, Director of Economic Development PW DATE: October 6, 1997 SUBIECT: AGENDA ITEM E-3 (ZEIDAN OPA AMENDMENT) It is requested that the City CounciVRedevelopment Agency continue action on this item until the next regular meeting of October 20,1997. City staff is currently reviewing the proposed insurance language to ensure that it meets the requirements set forth in the OPA. In case additional insurance language modifications are needed, we would ask that no action be taken on this matter this evening. xc: Connie Brockway, City Clerk Greg Brown, Development Specialist Scott Field, Deputy City Attorney E,3 June 16, 1997 Redevelopment Agency Action ATTACHMENT #2 Council/Agency Meeting Held: � �� /57 !. Deferred/Continued to: El Approved ❑ Conditionally Approved ❑ Denied ,�c City Clerk Signature Council Meeting Date: 06/16/97 J Department ID Number: ED 97-28 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND CITY COUNCIL MEMBERS/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, Executive DirectorY'� PREPARED BY: DAVID C. BIGGS, Economic Development Director SUBJECT: Owner Participation Agreement (OPA)--126 Main Street (Standard Market), Mohammed and Adel Zeidan Statement of issue, Funding Source, Recommended Action, Alternative Actlon(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The attached OPA between the Redevelopment Agency and Mohammed and Adel Zeidan is intended as a replacement to the original OPA that was originally approved in 1989. if approved, this OPA would assist the owners with the demolition of the property located at 126 Main Street, formerly known as the Standard Market, and facilitate construction of a new building. FundingSourcg: Currently budgeted Redevelopment Agency funds from Account No. E- TW-ED-802-6-10-00 (Ocean View Estates Acquisitions) for the first installment of $46,800 and the second installment of $50,000 (if incurred before October 1, 1997); the third installment will come from the 1997-98 fiscal year budget. Recommended Action: Motion to: 1. Approve a Owner Participation Agreement (OPA) between the Redevelopment Agency and Mohammed and Adel Zeidan and authorize its execution (in accordance with Recommended Action No. 2) by the Agency Chairperson and Agency Clerkc,l/ rx�..�,�: 2. Direct the City Attorney, City Clerk and Economic Development Director to ensure that the insurance requirements outlined in the OPA (as Attachment E) are reviewed and approved prior to final execution by the Agency Chairperson, Agency Clerk and Agency Attorney (City Attorney). s e• •11 0� 1. Modify the terms of the proposed OPA, or direct staff to renegotiate terms and conditions. REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06116197 DEPARTMENT ID NUMBER: ED 97-28 ADaly lsl�: On February 6, 1989, the Redevelopment Agency approved an OPA with Mohammed and Adel Zeidan that would have provided a total of $146,125 in funds for the rehabilitation of the old Standard Market, located on the southeast corner of Main Street and Walnut Avenue. Damaged in a 1989 fire, this structure has remained vacant because it is unsafe to occupy in its present condition. The total amount of funding under the original OPA was to come from two sources: The Redevelopment Agency, and California Resorts (the now defunct developer of Pierside Pavilion). Due to a number of events over the ensuing years, the owners did not move forward with rehabilitation. In part, it was determined that the present structure would not be suitable for modern retail or office uses. After deciding that a new building would be more desirable, the owners -filed an application for entitlements in 1995 for a new commercial structure. On April 9. 1996, the Planning Commission approved Conditional Use Permit (CUP) No. 95-84, with four special permits. This approval was appealed by Councilmember Sullivan. On May 20, 1996, the City Council voted to approve the CUP with one special permit (Attachment No. 3). Since early in 1996, staff and the Zeidan's have been negotiating a new agreement that would assist with the demolition of the old building and allow them to construct a new 9,475 square foot retail -office property that is currently entitled for the site. Staff and the Zeidan's have concluded negotiations and have agreed to the following terms: Redevelopment Agency Responsibilities • The Agency will provide $146,800 in financial assistance to the project. Payment will be made in three installments that depend upon the performance of the owners. • The first payment of $46,800 will be made after the site has been demolished and a restrictive covenant has been recorded against the property. • A second payment of $50,000 will be made if the Owner -Participant submit plans within 150 days and have completed 50% of the construction of the project. • A final payment of $50,000 will be made after the construction is 100% completed and assuming the Owner -Participant is currently in compliance with the CUP and OPA. Owner -Participant Responsibilities The Owner -Participant will demolish the existing structure, clear the site and construct a 9475 square foot commercial structure in accordance with CUP No. 95-84. • The Owner -Participant agrees to the recordation of a covenant on the property that restricts the uses on the site. ZEIDRAA.DOC .2. 06/09197 1:51 PM REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06/16/97 DEPARTMENT ID NUMBER: ED 97-28 Types of Agency Assistance Under Redevelopment Law, the Agency can assist private development in project areas in a variety of ways. Demolition and site clearance activities, site improvements, acquisition of real property interests and rehabilitation assistance; along with development fee subsidies and infrastructure costs, are all allowable activities. Under the original OPA, the Agency intended to provide assistance with rehabilitation costs. Given that the current plan is to demolish the exisiting improvements and construct a new building, the assistance must be reallocated to other allowable costs. Exhibit C to the OPA is a restrictive covenant that will be recorded against the property. This covenant will restrict the use of the site as a commercial property for the life of the redevelopment controls'(2022). Residential, manufacturing and arcade uses are prohibited. Further, the property must be maintained in accordance with the Conditional Use Permit (CUP) and the OPA. Failure to maintain the property as required could lead to a breach of the OPA and possible revocation of the use permit. Economic Assistance Issues Keyser Marston Associates (KMA) reviewed the original OPA, the new OPA, the Conditional Use Permit and the cost estimates submitted by the project owners (Attachment No. 4). KMA concluded that $146,800 in financial assistance to the project is warranted because the project costs for new construction exceed the anticipated costs for rehabilitation. As discussed above, financial assistance by the Agency for demolition, site clearance, permits and fees (including in -lieu parking fees), and infrastructure costs are all allowable under Redevelopment Law. Using the legal guidelines of Redevelopment Law and KMA's economic rationale, assistance to this project will benefit the project area while furthering the Agency's (and the City's) economic development goals for the downtown area. Additional Insurance Requirements Because additional, and somewhat extraordinary, insurance requirements have been added to the OPA (Exhibit E), the owners have asked that they be able to delay the purchase of the required coverages until the OPA is approved due to the expense. As such, it is requested that the Agency approve the OPA, but not authorize its execution until the endorsements and certificates have been approved as to form by the City Attorney. Environmental Stabs: Covered under the 1996 Redevelopment Project Area Merger EIR No. 96-2 (certified October 7, 1996); Also referenced by addendum is CUP Negative Declaration No. 96-11. Affachm�: List attachment(s) below. No. Description ZEIDRAA.DOC -3- 06/09/97 1:51 Phi REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06fl6l97 DEPARTMENT ID NUMBER: ED 97-28 Start Numbering 1. 2. 3. GAS, phone extension 5582. .LAW Owner Participation Agreement (1997) May 20, 1996 City Council Action Keyser Marston Associates Letter Dated June 2, 1997 ZEIDRAA.DOC -d 06109197 i:58 PM COMMERCIAL LINES -POLICY STOCK�O� M� � bD •30 zr. 7 Navigators Insurance Company 123 William Street, New York, NY.10038 APPROVED AS TO Fops BAloe ul / CjL , Ci';y �,t,orrlly Y purY c;1y Ailorr1yy THIS POLICY CONSISTS OF: — DECLARATIONS — COMMON POLICY CONDITIONS — ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS OF: • ONE OR MORE COVERAGE FORMS • APPLICABLE FORMS AND ENDORSEMENTS UP 190-0 (Ed. 11-85) NEW COMMERCIAL LINES POLICY COMMON POLICY DECLARATIONS NAVIGATORS INSURANCE COMPANY New York, New York 10038 Renewal of Number Named Insured and Mailing Address (Ho.. Sveet, Town or My. Canty, State. Zip code) J.A. HILL CORPORATION 3579 E. FOOTHILL BLVD. PASADENA, CA 91107 Broker and Mailing Address Broker No. 000064 (No.. Straet. Town or City, County, State. Zip Code) W.K. COOPER & COMPANY 17000 VENTURA BLVD ENCINO, CA 91316 Policy Period: From 09-29-97 to 09-29-98 at your mailing address shown above. Business Description: GENERAL CONTRACTOR Policy NO. 97G2428 Tax State CA at 12:01 A.M. Standard Time IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY. WE AGREE WITH YOU TO PROVIDE THE INSURANCE STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Commercial Property Coverage Part Commercial General LlabDity Coverage Part TOTAL ADVANCE PREMIUM Other Charges : C.I.G.A. - —P.ota1 atlu crluorsernenr(s) mace partaf this poucy aj"90-0(11-8s), KM17 (11-a.5), n.0021(tt,ss), ILMO (12•96) Omits applicable Forms asnd Endorsements tf shown in specific Cov Countersigned: san Francisco, CA Date: 10-07-97 BY THESE DECLARATIONS TOGETHER Wall THE COMMON POLICY CONOWN% OdVE CE P PORM(S) AND FORMS AND ENDDR5EMr:M7s. IF ANY. ISSUED TO F0FW A PART THERI t(8/91 s "'Pyrlphted material of kmxanca Servkes Office. Ine.. wtm its gwminkft Cop Si000(e/91) -INSURED- i TOTAL $ 7,500.00 - Representam Irwame SerAaer. Ome, kro.. COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Policy No. 97G2428 Effective Date: 09 -29 -97 12A1 AM. Standard Time (,.IMIiS OF INSLIAANCE General Aggregate Limit (Other Than ProductsZo-mpleted Operations) $ 3., ooa, 000 Products -Completed operations Aggregate Limit $ 1,000,000 Personal and Advertising injury Limit $ x, 000, Go Each Occurrence Limit $ 1,000,000 Fire Damage Limit $ 50, 000 Any One Fire hledicaf Expense Llmh $ 5,000 Any One Person BUSINESS DESCRIPTION AND LOCATION OF PREMISES Form of Business: I I Individual [ ] Joint Venture (] Partnership i ] Organization (Other than Partnership or Joint Venture) ` 1XI Corporation Business Description *: GENERAL CONTRACTOR Location of All Premises You Own, Rent or Occupy: 3579 E. FOOTHILL BLVD., PASADENA, CA 91107 ' PREMIUM Rate Advance Premium Classification Code No. Premium Basls Pr Co All Other Pr Co All Other CARPENTRY NOC 91342 83600 (p) INCL. 67.922 INCL. 5678.* CONTRACTOR -SUBCONTRACTED 91583 600000 (C) INCL. 2.756 INCL. 1654.* WORK *MINIM= PREMIUM APPLIES I I Total Advance Premium 7,500 (a) area -per 1000 sq.ft (m) admissions -per 1000 (e) each (u) units (S) 9T033sales - per =1000 (p) payroll - per $1000 (c) total cost -per $1000 F RMSAND ENDORSEMENTS other than a licable Forms and Endorsements shown elsewhere In the ollcms and Endorsements applying to this Coverage Part and made pars of this polley at time of Issue: CC'=1 (10-93). CG0300 (i 1-88), ANF150 (05-M ANF 162 (0,rv.". ANF 032 JOS-". Ar1F 043 (1144), ANF 130 (05.97). ANF 148 (X-M. ANF 158 (05.97), A11F 164 (09.97), CG2134 (I I.85) & CG2144 (11-85) Mormauon Omitted N shoym ofsewtwo it the poncy. THESE DECLAgRATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. This Pa&mmoonn Pdoi a CorWttlona. C a cc o pan and Cwerse Form(s)land any &Wcaa Commercial bCle *Xms � snaorse ents. kr dons ��- �Y 9 4e -INSURED- GU 276a (11-85) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL CO 21 1185 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY COMMERCIAL AUTO COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY NEW YORK DEPARTMENT OF TRANSPORTATION 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear En- ergy Liability Insuran ceAssociation, Mutual Atomic Energy Liability Underwriters, Nu- clear Insurance Association of Canada or any of their successors, or would be an in- sured under any such policy but for its ter- mination upon exhaustion of its limit of lia- bility; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organiza- tion. B• Under any Medical Payments coverage, to ex- penses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the opera- tion of a "nuclear facility" by any person or organization. (1) The"nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "'nu- clear facility". but if such facility is located within the United States of America, its ter- ritories or possessions or Canada, this exclu- sion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "Spe- cial nuclear material" or "by-product material"; "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel compo- nent, solid orliquid, which has been used orexposed to radiation in a "nuclear reactor"; C* Under any Liability Coverage, to "bodily injury" "Waste" means any waste material (a) containing or "property damage" resulting from the "haz- "by-product material" other than the tailings or ardous properties" of "nuclear material", if: wastes produced by the extraction or concentration —~'• (over) -Hr Copyright, Insurance Services office. Inc., 1983. 1984 of uranium or thorium from any ore processed pri- marily for its "source material" content, and (b) resulting from the operation by any person ororgani- zation of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plu- tonium, (2) processing or utilizing "spent fuel'. or (3) handling, processing or packaging "waste"; (c) Any equipment or device used for the process- ing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 orany com- bination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or dis- posal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fis- sionable material; "Property damage" includes all forms of radioactive contamination of property. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL 02 70 12 96 CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: BOILER AND MACHINERY COVERAGE PART 13USINESSOWNERS POLICY COMMERCIAL AUTO COVERAGE PART COMMERCIAL CRIME COVERAGE PART —EXCEPT COVERAGE FORMS A AND B COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. The following provisions are added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for resi- dential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a res- idential unit, if such coverage is written under one of the following: BUSINESSOWNERS POLICY COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART —FARM PROPERTY COVERAGE FORM a. If such coverage has been in effect for 60 days or less, and is not a renewal of cov- erage we previously issued, we may can- cel this coverage for any reason, except as provided In b. and e. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake cov- erage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earth- quake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the fol- lowing, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Businessowners Policy —Business - owners Special Property Coverage Form; (2) Commercial Property Coverage Part — Causes Of Loss —Special Form: or (3) Farm Coverage Part —Farm Property Coverage Form; Covered Causes of Loss —Special. 8. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current pol- icy term covering the same risks. (2) Discovery of fraud or material misre- presentation by: (a) Any insured or his or her repre- sentative in obtaining this insur- ance; or (b) You or your representative in pur- suing a claim under this policy. (3) A judgment by a court or an adminis- trative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent ads or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your repre- GU 363c (12-96) - sentative, which materially increase This provision applies to coverage on real any of the risks insured against. property used. predominantly for residential (5) Failure by you or your representative purposes and consisting of not more than four to implement reasonable loss control dwelling units, and to coverage on tenants' requirements, agreed to by you as a household property contained in a residential condition of policy issuance. or which unit. if such coverage is written under one of were conditions precedent to our use the following: of a particular rate or rating plan, if BUS1NESSOWNERS POLICY that failure materially increases any of COMMERCIAL. PROPERTY COVERAGE PART the risks insured against. FARM COVERAGE FART --FARM PROPERTY (6) A determination by the Commissioner COVERAGE FORM of Insurance that the: (a) Loss of. or changes in, our rein- a. We may elect not to renew such coverage for any reason, except as provided in b., surance covering a!1 or part of the c. and d. below: risk would threaten our financial integrity or solvency; or b. We will not refuse to renew such coverage (b) Continuation of the policy cover- solely because the first Named Insured age would: has accepted an offer of earthquake cov- erage. (i) Place us in violation of Cali- fomHowever. law or the'laws of the the following applies only to state where we are domi- state insurers who are associate participating cited; or insurers as established by Cal. Ins. Code (U) Threaten our solvency. Section 10089.16. We may elect not to renew such coverage after the first Named (7) A change g by you or your representa- Insured has accepted an offer of earth - live in the activities or property of the quake coverage, if one or more of the fol- commercial or industrial enterprise, lowing reasons applies: which results in a materially added, increased or changed risk, unless the (1) The nonrenewal is based on sound added, increased or changed risk is underwriting principles that relate to included in the policy the coverages provided by this policy b. We will mail or deliver advance written and that are consistent with the approved rating plan and related doc- notice of cancellation, stating the reason uments filed with the Department of for cancellation, to the first Named In- Insurance as required by existing law; and to the producer of record, at least (2) The Commissioner of Insurance finds (t) 10 days before -the effective date of that the exposure to potential losses cancellation -if we cancel fora reason will threaten our solvency or place us in tisted in paragraph 8.a.(1) or (Z). a hazardous condition. A haz- ardous condition includes, but is not (2) 30 days before the effective date of limited to, a condition in which we cancellation if we cancel for any other make claims payments for losses reason listed in paragraph 8.a. 1116 following is resulting from an earthquake that added and supersedes any pro- occurred within the preceding two ►ts•ons to the contrary: years and that required a reduction in NONRENEWAL policyholder surplus of at least 25% �• Subject to the provisions of paragraphs 8.2. for payment of those -claims; or And 6.3, below. if we elect not to renew this (3) We have: Policy. we will mail or deliver written notice (a) Lost or experienced a substantial slating the reason for nonrenewal to the first Tamed Insured reduction in the availability or shown in the Declarations and to the producer scope of reinsurance coverage: or of record at least 60 days, but not more than 120 days, (b) Experienced a substantial increase before the expiration or. anniversary date. in the premium charged for reinsur- 'Ole will mail or deliver our notice to the first ante coverage of our residential property insurance policies: and Uarned Insured, and to the producer of record. At the mailing the Commissioner has approved a address shown in the policy. �- Residentiat Properly plan for the nonrenewals that is fair V6� 2 and equitable, and that is responsive 03 MIM.— GU 363c (12-96) to the changes in our reinsurance a. If the transfer or renewal of a policy, with - position. out any changes in terms, conditions, or We will not refuse to renew such coverage rates, is between us and a member of our c. solely because the first Named Insured insurance group. has cancelled or did not renew a policy, b. If the policy has been extended for 90 days issued by the California Earthquake or less, provided that notice has been Authority that included an earthquake pol- given in accordance with paragraph 8.1. icy premium surcharge. c. If you have obtained replacement cov- d. We will not refuse to renew such coverage erage. or if the first Named Insured has solely because corrosive soil conditions agreed, in writing, within 60 days of the exist on the premises. This restriction (d.) termination of the policy, to obtain that applies only if coverage is subject to one coverage. of the following, which exclude loss or d. If the policy is for a period of no more than damage caused by or resulting from cor- 60 days and you are notified at the time of rosive soil conditions: issuance that it will not be renewed. (1) Businessowners Policy ---Business- e. If the first Named Insured requests a owners Special Property Coverage change in the terms or conditions or risks Form; covered by the policy within 60 days of the (2) Commercial Property Coverage Part— end of the policy period. Causes Of Loss --Special Form; or f. if we have made a written offer to the first (3) Farm Coverage Part ---Farm Property Named Insured, in accordance with the Coverage Form; Covered Causes of time frames shown in paragraph EM.. to Cross —Special. renew the policy under changed terms or 3. We are not required to send notice of nonce- conditions or at an increased premium newal in the following situations: rate, when the increase exceeds 25%. QJ 363c (12-96) vane 3 of 3 CL 167 (10-93) CG 00 01 10 93 COMMERCIAL GENERAL LIABILITY COVERAGE FORM 2..: js provisions In this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what -d is not covered. -•.,;ghout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any .. person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer •�� company providing this Insurance. word "insured" means any person or organization qualifying as such under WHO IS AN INSURED (SECTION I(). -.•► %Nords and phrases that appear in quotation marks have special meaning. Refer to DEFINITIONS (SECTION V). SECTION I —COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAM- AGE LlAI31LITY 11. insuring Agreement. a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend any "suit" seeking those damages. We may at our discretion investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limit- ed as described in LIMITS OF INSURANCE (SECTION I11); and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or settle- ments under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or per- form acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS —COVERAGES A AND B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; and (2) The "bodily injury" or "property damage" oc- curs during the policy period. c. Damages because of "bodily injury" Include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily Injury". 2. Excluslons. This insurance does not apply to: a- Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the Insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to pro- tect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by rea- son of the assumption of liability in a contract or agreement. This exclusion does not apply to lia- bility for damages: (1) Assumed in a contract or agreement that is an "insured contract", provided the "bodily Injury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or (2) That the insured would have in the absence of the contract or agreement. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the Influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the busi- ness of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers Compensation and Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemploy- ment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister Copyright, InSuranCe Services office, Inc., 1992 f. of that "employee" as a consequence of (b) Claim or suit by or on behalf of a gov- paragraph (1) above. ernmental authority for damages be - This exclusion applies: cause of testing for, monitoring, cleaning (1)'Whether the insured may be liable as an em- up, removing. containing, treating, ployer or In any other capacity; and detoxifying or neutralizing, or in any way (2) To any obligation to share damages with or responding to, or assessing the effects repay someone else who must pay damages of pollutants. because of the Injury. Pollutants means any solid, liquid, gaseous or This exclusion does not apply to liability assumed thermal irritant or contaminant, including smoke, by the insured under an "insured contract". vapor, soot, fumes, acids, alkalis, chemicals and Pollution waste. Waste Includes materials to be recycled, (1) "Bodily injury" or "property damage" aril- reconditioned or reclaimed. ing out of the actual, alleged or threatened g• Aircraft, Auto or Watercraft discharge, dispersal,'seepage, migration, re- "Bodily injury" or "property damage" arising out lease or escape of pollutants: of the ownership, maintenance, use or entrust - (a) At or from any premises, site or location ment to others'of any aircraft, "auto" or water - which is orwas at any time owned or oc- craft owned or operated by or rented or loaned cupied by, or rented or loaned to, any to any insured. Use includes operation and Insured; "loading or unloading". . (b) At or from any premises, site or location This exclusion does not apply to: which Is or was at any time used.by or (1) A watercraft while ashore on premises you for any Insured or others for the han- own or rent; dling, storage, disposal, processing or (2) A watercraft you do not own that is: treatment of waste; (a) Less than 26 feet long; and (c) Which are orwere at any time transport- (b) Not being used to carry persons or grop- ed, handled, stored, treated, disposed erty for a charge; of, or processed as waste by or for any (3) Parking an "auto" on, or on the ways next insured or any person or organization for to, premises you own or rent, provided the whom you may be legally responsible; or "auto" is not owned by or rented or loaned (d) At or from any premises, site or location to you or the insured; on which any insured or any contractors (4) Liability assumed under any "Insured con - or subcontractors working directly or in- tract" for the ownership, maintenance or use directly on any insured's behalf are per- of aircraft or watercraft; or forming operations: (5) "Bodily injury" or "property damage" aris- (i) if the pollutants are brought on or ing out of the operation of any of the equip - to the premises, site or location in ment listed in paragraph f.(2) or f.(3) of the connection with such operations by definition of "mobile equipment". such insured, contractor orsubcon- h. Mobile Equipment tractor; or "Bodily injury" or "property damage" arising out (ii) if the operations are to test for, mon- of: itor, clean up,' remove, contain, (1) The transportation of "mobile equipment" by treat, detoxify or neutralize, or in any an "auto" owned or operated by or rented way respond to, or assess the ef- or loaned to any insured; or fects of pollutants. (2) The use of "mobile equipment" In, or while Subparagraphs (a) and (d) (i) do not apply in practice for, or while being prepared for, to "bodily injury" or "p rope rty da mage" aris- any prearranged racing, speed, demolition, Ing out of heat, smoke or fumes from a hos- or stunting activity. tile fire. I. War As used In this exclusion, a hostile fire "Bodily injury" or "property damage" due to war, means one which becomes uncontrollable whether or not declared. or any act or condition or breaks out from where it was intended to incident to war. War includes civil war, Insurrec- be, tion, rebellion or revolution. This exclusion ap- (2) Any loss, cost or expense arising out of any: plies only to liability assumed under a contract (a) Request, demand or order that any In- or agreement. sured or others test for, monitor, clean Damage to Property up, remove, contain, treat, detoxify or "Property damage" to: neutralize, or in any way respond to, or (1) Property you own, rent or occupy; assess the effects of pollutants; or (2) Premises you sell, give away or abandon, if 2 k. M. n. �i the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "Your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3). (4), (5) and (6) of this exclusion do not apply to liability assumed under a side- track agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". Damage to Your Product "Property damage" to "your product" arising out of it or any part of It. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcon- tractor. Damage to Impaired Property or Property Not Physically Injured "Property damage" to "Impaired property" or property that has not been physically injured, arising out of; (1) A defect, deficiency, Inadequacy or danger- ous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement In accordance with its terms. This exclusion does not apply to the loss of use Of other property arising out of sudden and ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, with- drawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work'; or (3) "Impaired property' if such product, work or property is withdrawn 3 or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dan- gerous condition in It. Exclusions c. through in. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A sep- arate limit of insurance applies to this coverage as described In LIMITS OF INSURANCE (Section 11I). COVERAGE B. PERSONAL. AND ADVERTISING INJU- RY LIABILITY 1. Insuring Agreement. a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal injury" or "advertising injury" to which this insurance applies. We will have the right and duty to defend any "suit" seeking those damages. We may at our discretion investigate any "occurrence" or -offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages Is limit- ed as described in LIMITS OF INSURANCE (SECTION 111); and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or settle- ments under Coverage A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or per- form acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAY- MENTS —COVERAGES A AND B. b. This insurance applies to: (1) "Personal Injury" caused by an offense aris- Ing out of your business, excluding advertis- ing, publishing, broadcasting or telecasting done by or for you; (2) "Advertising Injury" caused by an offense committed In the course of advertising your goods, products or services; but only if the offense was committed in the "cov- erage territory" during the policy period. 2. Exclusions. This insurance does not apply to: a. "Personal Injury" or "advertising Injury": (1) Arising out of oral or written publication of material, if done by or at the direction of the Insured with knowledge of Its falsity; (2) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of the willful violation of a penal statute or ordinance committed by or with the consent of the Insured; or (4) For which the Insured has assumed liability, in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. b. "Advertising injury" arising out of: (1) Breach of contract, other than misappropri- ation of advertising ideas under an implied contract; (2) The failure of goods, products or services to conform with advertised quality or per- formance; (3) The wrong description of the price of goods, products or services; or (4) An offense committed by an insured whose business is advertising, broadcasting, pub- lishing or telecasting. COVERAGE C. MEDICAL PAYMENTS 1. Insuring Agreement. a. We will pay medical expenses as described be- low for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the acci- dent; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable ex- penses for; (1) First aid administered at the time of an ac- cident; (2) Necessary medical, surgical, x-ray and den- tal services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions. We will not pay expenses for "bodily injury": a. To any Insured. b. To a person hired to do work for or on behalf of any insured or a tenant of any Insured. c. To a person injured on that part of premises you own or rent that the person normally occupies. d. To a person, whether or not an "employee" of any insured, If benefits for the "bodily injury" are payable or must be provided under a workers compensation cr disability benefits law or a simi- lar law. e. To a person injured while taking part in athletics. f. Included within the "products -completed oper- ations hazard". g. Excluded under Coverage A. h. Due to war, whether or not declared, or any act or condition incident to war. War Includes civil war, insurrection, rebellion or revolution. SUPPLEMENTARY PAYMENTS —COVERAGES A AND B We will pay, with respect to any claim or "suit" we defend: 1. All expenses we incur. 2. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 3. The cost of bonds to release attachments, -but only for bond amounts within the applicable limit of in- surance. We do not have to furnish these bonds. 4. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earn- ings up to $100 a day because of time off from work. 5. All costs taxed against the insured in the "suit". 6. Prejudgment interestawarded against the Insured on that part of the judgment we pay. If we make an of- fer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on.that peri- od of time after the offer. 7. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a busk ness of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also Insureds, but only with respect to the conduct of your business. c. An organization other than a partnership or joint venture. you are an Insured. Your "executive officers" and directors are insureds, but onlywith respect to their duties as your officers or direc- tors. Your stockholders are also insureds, but only with respect to their liability as stockholders. 2. Each of the following is also an Insured: a. Your "employees", other than your "executive officers". but only for acts within the scope of their employment by you or _while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or jointirenture), . or to a co -"employee" while In the course of his or her employment or while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" as a conse- quence of paragraph (1)(a) above; 4 3. 4. (c) For which there Is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or fail- ing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, In the care, custody or con- trol of, or over which physical control is being exercised for any purpose by you, any of your "employees" or, if you are a partnership or joint venture, by any part- ner or member. b. Any person (other than your "employee'), or any organization while acting as your real estate man- ager. c. Any person or organization having proper tem- porary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been ap- pointed. d. Your legal representative if you die, but onlywith respect to duties as such. That representative will have all your rights and duties under this Cover- age Part. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while diving such equip- ment along a public highway with your permission. Any other person crorganization responsible for the conduct of such person Is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind Is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily Injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rent- ed to, in the charge of or occupied by you or the employer of any person who is an Insured un- der this provision. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, will quali- fy as a Named Insured if there is no other similar In- surance available to that organization. However: a. Coverage under this provision is afforded only un- til the 90th clay after you acquire or form the or- ganization . or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily Injury" or "property damage" that occurred before you ac- quired or formed the organization; and c. Coverage S does not apply to "personal Injury" or "advertising Injury" arising out of an offense committed before you acquired or formed the or- ganization. No person or organization Is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. SECTION III —LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regard- less of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bring- ing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages be- cause of "bodily injury" or "property damage" Included In the "products -completed operations hazard'; and c. Damages under Coverage B. 3. The Products/Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" Included in the "products -completed operations hazard". A. Subject to 2. above, the Personal and Advertising In- jury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal Injury" and all "advertising injury" sustained by any one person or organization. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A. and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one 'occurrence". 6. Subject to 5. above, the Fire Damage Limit Is the most we will pay under Coverage A for damages be- cause of "property damage" to premises, while rent- ed to you or temporarily occupied by you with permission of the owner, arising out of any one fire. 7. Subject to 5. above, the Medical Expense Limit Is the most we will pay under Coverage C for all medical expenses because of "bodily Injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown In the Declara- tions, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. 5 SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy. Bankruptcy or insolvency of the insured or of the in- sured's estate will not relieve us of our obligations un- der this Coverage Part. 2. Duties in The Event Of Occurrence, Offense, Claim Or Suit. a. You must see to it that we are notified as'soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possi- ble, notice should include: (1) How; when and where the "occurrence" or offense took place; (2) The names and addresses of any Injured persons and witnesses; and (3) The nature and location of any Injury or dar.:- age arising out of the "occurrence" or offense. b. If a claim Is made or "suit".is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other in- formation; (3) Cooperate with us in the investigation, set- tlement or defense of the claim or "suit"; and (4) Assist us, upon our request, In the enforce- ment of any right against any person or or- ganization which may be liable to the Insured because of Injury or damage to which this Insurance may also apply. d. No insureds will, except at their own cost, volun- tarily make a payment, assume any obligation, or incur any expense, other than for first aid, with- out our consent. 3. Legal Action Against Us. No person or organization has a right under this Cov- erage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an Insured; or b. To sue us on this Coverage Part unless all of Its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured obtained after an actual trial; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of.the applicable limit of insurance. An agreed set- tlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative. 4. Other Insurance. If other valid and collectible Insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligatibns are limit- ed as follows: a. primary insurance ' This insurance Is primary exceptwhen b. below applies. If this insurance Is primary; our obliga- tions are not affected unless any of the other In- surance is also primary. Then, we will share with all that other insurance by the method described In c. below. b. Excess Insurance This insurance is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "Your work"; (2) That is Fire insurance for premises rented to you; or (3) If the lass arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Cover- age A (Section 0. When this insurance is excess, we will have no duty under Coverage A or B to defend any claim or "suit" that any other Insurer has a duty to de- fend. If no other insurer defends, we will under- take to do so, but we will be entitled to the insured's rights against all those other Insurers. When this insurance Is excess over other Insur- ance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insur- ance would pay for the loss in the absence of this insurance; and . • .•!-I (2) The total of all deductible and self -insured amounts under all that other Insurance. We will share the remaining loss, if any, with any other insurance that Is not described in this Ex- cess Insurance provision and was not bought specifically to apply in excess of the Limits of In- surance shown in the Declarations of this Cov- erage Part. s ,r c. Method of Sharing T If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each Insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, which- ever comes first. If any of the other insurance does not permit con- tribution by equal shares, we will contribute by limits. Under this method. each Insurer's share is based on the ratio of its applicable limit of 6 • insurance to the total applicable limits of Insur- ance of all insurers. 3, Premium Audit. a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. premium shown in this Coverage Part -as ad- vance premium is a deposit premium only. At the dose of each audit period we will compute the earned premium for that period. Audit premiums are due and payable on notice to the first Named insured. if the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will'return the ex- cess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations. By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds. Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Cov- crage Part to the first Named Insured, this Insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" Is brought. 8. Transfer Of Rights Of Recovery Against Others To Us. I i the insured has rights to recover all or part of any Payment we have made under this Coverage Part, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew. If we decide not to renew this Coverage Part, we will mail or deliver to the first Named insured shown In the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION Y—DEl=INiTIONS 1 • "Advertising injury" means injury arising out of one Or more of the following offenses: a. Oral or written publication of material that slanders or libels a person ororganization ordis- parages a person's or organization's goods, Products or services; b• Oral or written publication of material that vio- lates a person's right of privacy; c. Misappropriation of advertising ideas or style of doing business; or d. infringement of copyright, title or slogan. 2. "Auto" means a land motor vehicle, trailer or seml- trailerdesigned fortravel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily Injury. sickness or dis- ease sustained by a person, including death result- ing from any of these at any time. a. "Coverage territory" means: a. The United States of America (including its ter- ritories and possessions), Puerto Rico ' and Canada; b. International waters or airspace, provided the in- jury or damage does not occur In the course of travel or transportation to or from any not Included in a. above; or c. All parts of the world if: (1) The injury or damage arises out of: (a) Goods or products made or sold by you in the territory described In a. above; or (b) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your busi- ness; and (2) The insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a set- tlement we agree to. 5. "Employee" includes a `leased worker". "Employee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, consti- tution, by-laws or any other similar governing document. 7. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that Is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work'; or b. Your fulfilling the terms of the contract or agreement. 8. "Insured contract" means: a. A contract for a lease of premises. However,.that portion of the contract for a lease of premises that indemnifies any person or organization for dam- age by fire to premises while rented to you or tem- porarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; 7 r, c. Any easement or license agreement, except in connection with construction or demolition oper- ations on or within 50 feet of a railroad; . d. An obligation, as required by ordinance, to in- demnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contractor agreement per- taining to yourbusiness (including an Indemnifi- cation of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a lia- bility that would be imposed by law In the ab- sence of any contract or agreement. Paragraph f. does not Include that part of any contract or agreement, (1) That indemnifies a railroad for "bodily inju- ry" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That Indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to pre- pare or approve maps, drawings, opin- ions, reports, surveys, change orders, designs or specifications; or (b) Giving directions or instructions, or fail- ing to give them, if that Is the primary cause of the Injury or damage; or (3) Under which the insured, if an architect, en- gineer or surveyor, assumes liability for an Injuryordamage arising out of the insured's rendering or failure to render professional services, including those listed (n (2) above and supervisory, inspection or engineering services. 9. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not Include a "temporary worker". 10. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is ac- cepted for movement Into or onto an aircraft, watercraft or "auto"; b. While It Is in or on an aircraft, watercraft or "auto"; or c. While it Is being moved from an aircraft, water- craft or "auto" to the place where it Is finally de- livered; but "loading or unloading" does not include the movement of property by means of a mechanical de- vice, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". - 11. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;. d. Vehicles, whether self-propelled or not, main= tained primarily to provide mobility to permanent- ly mounted. (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., e, or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently at- tached equipment of the following types: (1) Aircompressors, pumpsand generators, In- cluding spraying, welding, building cleaning, geophysical exploration, lighting and' well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d, above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the follow- ing types of permanently attachedequipmentare not "mobile equipment" but will be considered .,autos". (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mount- ed on automobile or truck chassis and used to raise or lower workers; and . - . . (3) Air compressors, pumps and generators, in- cluding spraying, welding, building cleaning, geophysical exploration, lighting.and well servicing equipment. 12. "Occurrence" means an accident, Including continu- ous or repeated exposure to substantially the same general harmful conditions. 13. "Personal injury" means Injury, other than "bodily Injury", arising out of one or more of the following offenses: a. False arrest, detention or Imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or Invasion of the right of private occupancy of a room, dwelling or premises that a'person oc- cupies by or on behalf of its owner, -landlord or lessor; a d. Oral or written publication of material that slanders or libels a person or organization or dis- parages •a person's or organization's goods, products or services; or e. Oral or written publication of material that vio- lates a person's right of privacy. 14.3. -Products-completed operations hazard" in- cludes all "bodily Injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still In your physical pos- session; or (2) Work that has not yet been completed or abandoned. b. ,Your work" will be deemed completed at the earliest of the following times: (1) When all of the work called for In your con- tract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its Intended use by any per- son or organization other than another con- tractor or subcontractor working on the same project. Work that may need service, maintenance, cor- rection, repair or replacement, but which Is otherwise complete, will be treated as completed. c. This hazard does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the in- jury or damage arises out of a condition In or on a vehicle created by the "loading or un- loading" of it; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the classifi- cation in this Coverage Part or in our manu- al of rules includes products or completed operations. 15. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused It; or b. Loss of use of tangible property that Is not phys- ically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. 16. "Suit" means a civil proceeding in which damages because of "bodily Injury", "property damage", "per- sonal injury" or "advertising Injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceed- ing in which such damages are claimed and to which you submit with our consent. 17. "Your product" means: a. Any goods or products, other than real proper- ty, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, per- formance or use of "your product"; and b. The providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 18. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 19. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in con- nection with such work or operations. "Your work" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, per- formance or -use of "your work'; and b. The providing of or failure to provide warnings or instructions. 9 . ..0 r %UMBER. 97G2428 THIS ENDORSEMENT CHANGES THE PDLICY. PLEASE READ IT CAREFULLY. CG 03 00 1185 DEDUCTIBLE LIABILITY INSURANCE .!,dorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE coverage Amount and Basis of Deductible .;':-I Injury Liability $ per claim $ per occurrence :-operty Damage Liability $ per claim $ per occurrence 3-..:d:Iy Injury Liability and Property $1,000. per claim 111.1priage Liability Combined $ per occurrence CL 234 (11-85) ,If no entry appears above, information required to complete this endorsement will be shown in the Declarations as ., plicable to this endorsement.) APPLICATION OF ENDORSEMENT (Enter below any limitations on the application of this endorsement. If no limitation is rnl!'red, the deductibles apply to damages for all "bodily injury" and "property damage", however caused): — I. Our obligation under the Bodily Injury Liability and Property Damage Liability Coverages to paydamages on your behalf applies only to theamountof damages in excess of any deductible amounts stated in the Schedule above as applicable to such coverages, and the limits of insurance applicable to "each occur- rence" for such coverages will be reduced by the amount of such deductible. "Aggregate" limits for such coverages shall not be reduced by the applica- tion of such deductible amount. 2. The deductible amounts stated in the Schedule ap- ply as follows: A. PER CLAIM BASIS —if the deductible is on a "per claim" basis, the deductible amount applies: I. Under the Bodily Injury Liability or Property Damage Liability Coverage, respectively: Damage Liability Coverage combined to all damages because of "bodily injury" and "property damage" sustained by one person or organization as the result of any one "oc- currence". B. PER OCCURRENCE BASIS —if the deductible is on a "per occurrence" basis, the deductible amount applies: 1. Under the Bodily Injury Liability or Property Damage Liability Coverage, respectively: a. To all damages because of "bodily in- jury" as the result of any one "occur- rence", or b. To all damages because of "property damage" as the result of any one "oc- currence". - a. To all damages because of "bodily in- regardless of the number of persons or orga- jury" sustained by one person, or nizations who sustain damages because of b. To all damages because of "property that "occurrence". damage" sustained by one person or organization, 2. Under Bodily Injury Liability and Property as the result of any one "occurrence". Damage Liability Coverage combined to all damages because of bodily injuryand 2. Under Bodily Injury Liability and Property "property damage" as the result of any one �.r.,. (over) mu TH_ETI, %-Z . Copyright. insurance services Office. Inc.. 1984 "occurrence" regardless of the number of persons or organizations who sustain dam- ages because of that "occurrence". I The terms of this insurance, including those with respect to: (a) Our right and duty to defend any "suits" seeking those damages; and (b) Your duties in the event of an "occur- rence", claim, or suit apply irrespective of the application of the deductible amount. 4. We may pay any part or all of the deductible amount to effect settlement of any claim or suit and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. I .a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES IN COMMERCIAL GENERAL LIABILITY ., _,3..-rsement modifies insurance provided under the following: .-om tERCIAL GENERAL LIABILITY COVERAGE PART *� r L s 1.a. 2.e. and 2.f of Coverage A - Bodily Inju Damage Liablity (Section i - Coverages ry -% the following: pio insurance does not apply to and no duty to &s.-ond is provided by us for. a Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury msuiting from the use of reasonable force to pmtect persons or property. lclaims, accusations or charges of negiggnt ig, placement, training or supervision ansing from actual or alleged assault or battery are not covered and no duty to defend any insured from such claim, aocusabon or charges is provided. 0 Employers Liability Bodily Injury to: 1) An employee cf the insured or employee leased by the insured, casual labor or volunteer of any insured arising out of and in the course of employment by the insured. 2) The spouse, child, parent, brother or sister of that employee or employee leased by the insured as a consequence of (t) above. This exclusion applies: 1) Whether the insured may be liable as an employer or in any other capacity; and 2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to iabl<ity assumed by the insured under an 'insured contract' Pollution (1) 'Bodily injury' or 'propertydamagge' which i would not have occurred n whole or part "D (05/97) but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. This exclusion does not apply to 'bodily injury' or 'pproperty damage arising out of heat, smoEce or fumes from a hostile fire unless that hostile fire occurred or originated: (a) At any premises, site or location which is or was at aq time used by or for any insured or others for the handing, storage, disposal, processing -or treatment of waste; or (b) At any premises, site or location on which any insured or any contractors or subcontractors working - directly or indirectly on any Insured's behalf are performing operations to test for, monitor, clean up, remove, contain, treat, detoxify, neutralize or In any way respond to, or assess the effects of, pollutants. As used in this exclusion, a hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. (2) Any loss, cost or expense arising out of any - (a) Request, demand or order that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or (b) Clam or suit by or on behalf of a govemmental authority for damages because of testing jor, monitoring, cleaning upp, . removing, containing, treating, detc-Afying or neutralizing,. or In any way responding to, or assessuig the effects of pollutants. Pollutants means any sold, liquid, gaseous, or thermal Irritant or contaminant including smoke, vapor, soot, fumes, acid, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned, or reclaimed. Page 1 of 3 exclusions are added to Coverage A - tirf/ and Property Damage Liability and ' ncPersonal and Advertising Injury LiabTty Cctierige): does not apply to and no duty to defend is j us for any of the following: cr Exemplary Damage a c�xn of, or indemnification for, punitive or � ary damages which are imposed by a court of V runish a %Tongdoer and/or to deter others w.aar conduct. v,.1 shall have been brought against the Insured t%a11 failing within the coverage provided under �scy, seeking both compensator y and punitive a 4 yr-mpiary damages, then we v411 afford a defense b V rh action. We shall not have an obligation to k( any costs, interests or damages attributable c�r�t>Vc or exemplary damages. Provisions of this �cr-moment do not apply in any state where such v;r-,cment is expressly prohibited by state law or twame department regulations. I kgx;-s;os t*x;rj injury, property damage, personal injury or .ring injury arising out of: 4) The use of asbestos in constructing or minufactudri any good, product or structure; or U the removal of asbestos from any good, 41 roduct or structure; or ho+ manufacture, transportation, storage, Ur ke, installation, use, sales, mining, Wribution or disposal of asbestos or goods or pprroducts containing asbestos; or W1,,ling. ingesting or prolonged physical a,posure to asbestos -,.or. -goods or products ton1iining asbestos; or 4) Any toss, cost or expense related to any of the etaovc. UftV Action/Communicable Disease 6�* "Nry, property damage, personal injury or 4i9 injury arising out of the: 5' -f: a) Transmission actual or alleged of a communicable disease by an Insured or any b byee of an insured including, but not limited Acquired Immune Deficimy Syndrome WDS); or f' y F*re to perform services which were either "wed to or assumed to prevent s= °c'municable diseases or their transmission to Wers; or 150 (05/97) c) Claims, accusations or charges brought by or against any insured including employees or the insured for actual or alleged sexual action, alleged abuse, communicable disease or employment related claim. Sexual action includes, but is not limited to, any verbal or nonverbal communication, behavior or conduct with sexual connotations or purposes: whether for sexual gratification, discrimination, intimidation, coercion or other purpose, regardless of whether such action is alleged to be intentional or negligent; or d). Claims, accusations or charges brought against any insured for actual or alleged abuse. Abuse shall include, but is not limited to, the negligent or intentional infliction of physical, emotional or psychological injury or harm on any person or persons in the care, custody or control of any insured; or e) Claims, accusations or charges of negigent hiring, placement, training or supervision arising from actual or alleged sexual action or any other type ofactual or alleged abuse or a communicable disease are not covered, and we provide no duty to defend any insured from such claims, accusations or charges. 4. Employment Related Practices Bodily injury. property damage, personal injury or advertising injury arising out of any. a) Refusal to employ, b) Termination of employment; c) Coercion, demotion, evaluation, reassignment, discipfne, defamation, harassment, humiliation, discrimination or other employment related practices, policies, acts or omissions; or d) Consequential bodily injury, .property damage, personal injury or advertising injury as a result of a. through c. above. 5. Professional Services This insurance does not apply to bodily injury, property damage, personal injury or advertisiing injury due to the rendering or failure to render any professional service. 6. Athletic Participants Bodily Injury to any person while practicing for or i participating n any contest or exhibition of an athletic or sports nature. 7. Lead Page 2 of 3 � eroperty damage, personal injury, or injury arising out of exposure to. VV Mom„ cf, ar rn9 ad ore resof idue of leaor any d. or ; ,r Ining [e . -.0s of any narnedinsured for any 'bodily •�+ry n r,• perty damage. , Opersonal injury' or .�., injury' %bich is sustained by or occurs to insured. exclusions are added to Coverage $ - :�, � W d Advertising Injury Liability (Section 1- c does not appplyy to and no duty to defend is „� �j us toranyof tha cllowing: rv-.Cra! Injury or Advertising Injury arising out of V.' .xcn as described in Exclusion . of Coverage A r...W t). =%sn,Y1 injury or Advertising Injury to an employee, ! worker, casual labor or volunteer of any ti-rrr condition is added to Section IV - �l�neral Liability Conditions: jthit the annual premium shown is payable as annual premium. This is your minimum F-wom P e., the lowest amount for which coverage is Vem kx rae policy period). M f of Definition 8. Insured Contract is modified ta-W contract does° not:include that part of any W of agreement that indemnifies any person ,_ or for n =urrrence�causedd ury b property tthhe sole nee emage nce of � or organization. Y g L =. kW4q is added to Section III- Limits of Insurance: ��trn of Liability (Two or More Coverages or ba or more of ibis. pofcs coverages provide wage for "bodily. unjur , 'property damage', y inlurY or advertisingg injury' liability, the � k Company WIl pay is the actual amount of damages, loss or liability up to the highest Limit of Liability under any one coverage. this Porky and any other policy issued to an r by the Company may apply to the same tmw'enc the most the Company will pay is the { amount of the injurryy, damages, loss or liability 1b Ole hgh t: appllcae le Limit of Liability under 1SD (05/97) b •" any one policy in effect on the date of the 'occurrence'. An 'insured" shall not be entitled to any coverage for the same 'occurrencee' under any other policy issued by the Company, except for any Excess or Umbrella policy that applies to the same 'occurrence. Page 3 of 3 11l15 E,N-pORSENIENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. E.XCLUSION: CLAMIS FIRST OCCURRING OUTSIDE POLICY PERIOD ,U� cndorsement modifies insurance provided under the following: CONIMERCIAL GENERAL LIABILITY COVERAGE PART Tom. policy. including any duty to defend suits, shall not apply to: Any claim or suit first filed or asserted against any insured before the policy period; or [;ably injury or property damage that first occurs before the policy period or first occurs aCtrr the policy period. Bodily injury or property damage first occurs before the policy period if: a. the bodily injury or property damage actually is, or reasonably should be, first apparent before the policy period to an insured or a "claimant"; or b. an insured knew before the effective date of the policy that an occurrence would or could cause bodily injury or property damage. y Bodily injury or property damage first occurs after the policy period if the bodily injury or property damage actually is, or reasonably should be, first apparent after the policy r period to an insured or a "claimant." Addition, this policy, including any duty to defend suits, shall not apply to any of the offenses r• tWcd in the definitions of personal injury and advertising injury if: a. 1 an insured first commits the offense before the effective date of the policy or after the ~- Policy period; or an insured knew before the effective date of the policy that the offense would or could EE cause personal injury or advertising injury. As used in this endorsement, the word "claimant" means the person or entity who makes a claim t r. ar brings a suit against an insured. All other terms and conditions remain unchanged. " iYs hus endorsement is a part of your policy and takes effect on the effective date of your policy, another effective date is hereon. shown # - A+ti i' 162 05197 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SUBSIDENCE EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART No coverage exists under this policy, and no duty to defend exists under this policy, for any claim, action or liability in any way involving, or alleged to involve, "bodily injury", "property damage", "personal injury" or "advertising injury" in any way, directly or indirectly, actually or allegedly, arising out of, caused by, resulting from, contributed to or aggravated by "subsidence." The term "subsidence" includes, but is not limited to, settling, expansion, sinking, slipping, falling away, caving in, shifting, eroding, rising, tilting, mud flow, or any other movement of land or earth including earthquake and landslide. If "bodily injury", "property damage", "personal injury" or "advertising injury" actually or allegedly arises out of, is caused by, results from, is contributed to, or is aggravated by "subsidence" and any other cause (in any sequence and irrespective of whether such other cause is proximate or remote) that would be covered under this policy, no coverage exists under this policy, and no duty to defend exists under this policy, for the entirety of any claim, action or liability, irrespective of the existence of such other cause. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. ANF 032 (05/97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHLMULE Name of Person or Organization: Any person or organization that the named insured is obligated by virtue of a written contract or agreement to provide insurance such as is afforded by this policy and is approved by the company in writing within 30 daya, WHO IS AN INSURED (Section II) is amended to include as an insured the person(s) or organization(s) shown in the Schedule as an insured but only with respect to the following: I. Liability arising out of your ongoing operations performed for that insured, or 2. Liability arising out of the ownership, maintenance, or use of premises while leased to you, or 3. Liability arising out of the maintenance, operation or use by you of equipment while leased to you by such persons) or organization(s), or 4. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit. Neither the coverages provided by this insurance policy nor the provisions of items 1, 2, 3, and 4 above shall apply to any claim arising out of the sole negligence of any additional insured or any of their agents/employees. ANF 043 (11/94) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INDEPENDENT CONTRACTORS The insured hereby represents and warrants that: •1. Commercial general liability insurance coverage for "bodily injury" and "property damage" will be required for all Contractors and sub -contractors performing work or operations on behalf of any insured; and the insured shall obtain certificates of insurance from all contractors and sub- contractors performing work or operations on behalf of any insured, and that 2. The insured will be named as an "additional insured" on the required coverages described in Item 1. above and that 3. The minimum limits and coverages thus required of all contractors and sub -contractors performing work or operations on behalf of any insured shall be: REQUIRED LIMIT COMMERCIAL GENERAL LIABILITY FORM $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Each Occurrence; 4. Any coverage that might otherwise exist under this policy for claims against any insured based on work done for or on behalf of any insured by a contractor or subcontractor is expressly excess over, and will not contribute with, the insurance required under this endorsement. No duty to defend or indemnify any insured under this policy for any claims that are or should be covered under the policies required of contractors and subcontractors under this endorsement will exist absent exhaustion of all such contractors' and subcontractors' policies. The insured understands that this insurance policy has been issued upon these representations and warranties. ANF 130 (05/97) MOBILE EQUIPMENT EXCLUSION This insurance does not apply to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any Mobile Equipment owned or operated by or rented or leased to any insured while the Mobile Equipment is traveling or being transported on any public street, road, highway, or thoroughfare. This endorsement is a part of your policy and takes effect on the date of your policy, unless another effective date is shown hereon. ANF 248 (06/97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION — CONDOMINIUMS, TOWNHOUSES, APARTMENTS, AND MULTIPLE HOME DEVELOPMENTS' This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any work involving, related to, or performed about the premises of a: 1. condominium 2. townhome 3. apartment 4. any project, development, parcel, or premise on which more than 7 homes (including all phases of development) have been built or are planned to be built, including homes which would otherwise be considered "custom." This exclusion does not apply to: 1. non-structural remodeling of not more than one unit 2. structural remodeling or additions to a single home in a development described in paragraph 4 above. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. ANF 258 (05/97) Tim ENDORSEMENT CIIANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION — PRIOR COMPLETED WORK ?his endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Date: (If no entry appears above, the Date will be the inception date of the policy to which this endorsement is made part of) 1. The following exclusion is added to paragraph 2., Exclusions of BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I - Coverages): This insurance does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard" and arising out of "your work" completed prior to the date shown in the schedule of this endorsement. 2. Paragraph a. of the "products -completed operations hazard" definition in the DEFINITIONS Section is replaced by the following: a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. ANP 164 (09197) "qqr V THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 34 11 85 EXCLUSION -- DESIGNATED WORK This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY PART SCHEDULE Description of your work: 301 MAIN STREET, HUNTINGTON BEACH, CA (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) This insurance does not apply to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of "your work" shown in the Schedule. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 44 11 85 LIMITATION OF COVERAGE TO DESIGNATED PREMISES OR PROJECT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Premises: Project: 126 MAIN STREET, HUNTINGTON BEACH, CA (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) This insurance applies only to "bodily injury", "property damage", "Personal injury", "advertising injury", and medical expenses arising out of: 1. The ownership, maintenance or use of the premises shown in the Schedule and operations necessary or incidental to those premises; or 2. The project shown in the Schedule. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown hereon. COMMON POLICY CONDITIONS 'I All Coverage Parts Included in this policy are subject to the following conditions. A. CANCELLATION during the policy period and up to three years 1. The first Named Insured shown in the afterward. Declarations may cancel this policy by mail- D. INSPECTIONS AND SURVEYS ingordelivering to us advance written notice We have the right but are not obligated to: of cancellation. 1. Make Inspections and surveys at any time; 2. We may cancel this policy by mailing or 2. Give you reports on the conditions we find; delivering to the first Named Insured written and notice of cancellation at least: 3. Recommend changes. a. 10 days before the effective date of Any inspections, surveys, reports or recommen- cancellation if we cancel for nonpayment dations relate only to insurability and the of premium; or premiums to be charged. We do not make safety b. 30 days before the effective date of inspections. We do not undertake to perform cancellation If we cancel for any other the duty of any person or organization to provide reason. for the health or safety of workers or the public. 3. We will mail or deliver our notice to the And we do not warrant that conditions: first Named Insured's last mailing address 1. Are safe or healthful; or known to us. 2. Comply with laws, regulations, codes or 4. Notice of cancellation will state the effective standards. date of cancellation. The policy period will This condition applies not only to us, but also end on that date. to any rating, advisory, rate service or similar 5. If this policy is cancelled, we will send the organization which makes Insurance inspections, first Named Insured any premium refund surveys, reports or recommendations. due. If we cancel, the refund will be pro E. PREMIUMS rata. If the first Named Insured cancels, The first Named Insured shown in the the refund may be less than pro rata. The cancellation will be effective even if we have Declarations: not made or offered a refund. 1. is responsible for the payment of all 6. If notice is mailed, proof of mailing will premiums; and be sufficient proof of notice. 2. Will be the payee for any return premiums B. CHARGES we pay. F. TRANSFER OF YOUR RIGHTS AND DUTIES This policy contains all the agreements between UNDER THIS POLICY You and us concerning the insurance afforded. Your rights and duties under this policy may The first Named Insured shown in the Declara- not be transferred without our written consent tions Is authorized to make changes In the terms of this policy with our consent. This policy's except in the case of death of an individual named Insured. terms can be amended or waived only by en- If you die, our rights and duties will be trans- dorsement issued by us and made a part of y y g this policy. ferred to your legal representative but only while C• EXAMINATION OF YOUR BOOKS AND acting within the scope of duties as your legal RECORDS representative. Until your legal representative Is appointed, anyone having proper temporary We may examine and audit your books and custody of your property will have your rights records as they relate to this policy at any time and duties but only with respect to that property. IL 00 17 11 85 In Witness Whereof, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative. &=�A ta W - 8radley D. Wiley, enior Vice Pre dent, Chief Financial Officer 8 Secretary /�gh Terence . D ks, President Includes copyrighted material of Insurance SeMces Office, Inc.. with its permission. Copyriitht. Inswance services office, Inc., 1982, 1983 ACORD. CERTIFICATE OF�L-IABILITY-INSURANCE,-. A °iios WDDNY) _ _ PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Weaver $ Associates,Inc. 711 IV. Camino Real (91007) ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT END OR ALTER THEHIS COVERAGE AFFORDED BY THE POLLICES B LOW. P.O. BOX 1508 Arcadia, CA 91077.1508 COMPANIES AFFORDING COVERAGE COMPANY Navigators Insurance Company RMHED J.A. Hill Corporation COMPANY B Golden Eagle Ins. Corp. 3579 E. Foothill Blvd. Suite #330 COMPANY C Pasadena, CA 91107 SK COMPANY o COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY R£OUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE NUMO YY) POLICY EXPIRATION DATE (Ili WDONYj LIMf79 A GENERALuABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR 97C2428 09f29197 09f29193 GENERAL AGGREGATE $ ] 000 QQo PRODUCTS - COMPlOP AGG S MOAN Q00 PERSONAL 6 ADV INJURY S 1000 O00 EACH OCCURRENCE s 1,000,000 X OWNER'S A CONTRACTOR'S PROT FIRE DAMAGE ( ors tire) S 50,000 X I)road Form PI) X BFConlractual MEDEXP( "Per,or) S $000 including X, C, U AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT S BODILY INJURY (Par Ps —) S ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Par accidw) : HIRED AUTOS NON-0NMEO AVi05 PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY . EA ACCIDENT S OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT S AGGREGATE S EXCESS LIASILITY EACH OCCURRENCE S AGGREGATE S UMBRELLA FOFiM S OTHER THAN UMBRELLA FORM 13 WORKERS COMPENSATION AND EIAPLOYERS-LBILITY i. NIVCC419373-04 OV01197 01/01/98 X we sr,µU- OTH• EL EACH ACCIDENT s 1000 QOQ EL DISEASE - POLICY LIMIT S 1 000 000 THE PROPRIETOR/ INCL PARTNERS+FXECUTIYE OFFICERS ARE: Rx EXCL EL DISEASE -EA EMPLOYEE S 100(1000 OTHER AppFIOVED AS 10 FOrr'►:aj GAIL HUTT N, City MOMOy DESCRIPTION OF OPERATDNSILOCATION&VFMCLESISPECIALITEMS Re:126 Main Street, Iluntington Beach, CA Vy " %­ FelI «%f �- CERTIFICATE BOLDER AND MOIIANIMED & ADEL ZEIDAN ARE NAMED ADDITIONAL INSURED PER ATTACIIED FORM CG2010. PRIMARY & NON-CONTRIBUTORY INSURANCE CERTIFICATE HOLDER_;. CAFICELLATIONTen Day'Notice forwNon=Payment of Premiurim�; — - SHOVLD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Iluntington Beach, The Redevelopment Agency of the City of Iluntington Beach & Their Agents, Officers & Employees 2000 Main S t . EXPIRATION DATE THEREOF, THE ISSUINO COMPANY WILL VW8MKX9" MAIL Q _ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. s�>E>ax��TacsticTr>nmeA�ac>iA�s pX IpyNEXX1Pf�1FRX7C�l[AA1pp[16[7U[RIITA90[f1I7I1E1EXR[XRX11�7� AUTHORRED REPRESENTATIVE Huntington.Beach, CA 92648 ,.R. RCORD 25-S,ii195) .: 009330_ 7� �: -... �.-a-..�,...�..�-T--------� O ACaRD CORPORATION 1988 , POLICY NUMBER: 97G2428 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS [Form B] This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: city of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach, Thdir Agents, Officers & Employees, and Mohammed & Adel Zeidan 2000 Main Street Huntington Beach, CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to Include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Re; 126 Bain Street, Huntington Beach, CA It is further agreed that: 1. Such insurance as is afforded by this policy shall be Primary Insurance and is not excess or contributing with any insurance. or self—insurance maintained by the above additional insured(s) against a loss covered by this policy. 2. The right to subrogate against the above additional insured(s) is waived for losses paid which arise out of the operations of the named insured. CG 20 10 1185 Copyright, Insurance Service Office, Inc., 1984 . WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY • WC 00 03 13 Original Printing Effective April 1,1984 Advisory WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable foi an injury covered by this policy We will not en- force our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly"or Indirectly to benelit any one not named In the Schedule. Schedule City of Huntington Beach, The Redevelopment Agency of the City .of Huntington Beach, Their Agents, Officers & Employees Mohammed & Adel Zeidan Policy Number NWC-419373-04 Noise: 1. Use this endorsement to waive the Company's right of subrogation against named third parties who may be responsible for on Injury. 2. The sertence in t I Is optional with the Company. It Irmrts the endorsement to apply only Io specific jobs of the insured. only to the extent that the Insured is required to obtain this waiver. 3. The following entry must be added to the endorsement when used in Hawaii: ~The premium charge for the endorsement is S Copyrighl 0203 N@lionot Counell on Cwnpenamlion Insurance. 6-x-.2 __ ..... .. ....... _-_..., y .......... .... e. ID i CE OF,z RQPERT'Y:.lNSU..t. N.CE 2 ;. ` 11 +..: 5%-;, DATE�MML9DP117 11Ia5197 THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDERTHEPOLICY. PRODUCER PHONE 81BA46-6161 COMPANY Weaver & Associates,Ine. Greenwich Insurance Company 711 W. Camino Real (91007) P.O. Box 1508 Arcadia CA 91077-1508 SK CODE: sue CODE: AGENCY 1 606 Vv RISURED LOAN NUMBER POLICY NUMBER Mohammed and Adel Zeidan and the city of Huntington Beach* c/o J.4.11ill P.Q. Box 70040 I 22763S9 EPFECTIVEDATE 10106/97 EXPIRATION DATE 10106M CONTNUEDWM TERMINATED F CHECKED TKS REPLACES PFIFOR EVIDENCE DATED: Pasadena, CA 91117-7UO LOCA THOL'DESCRI PTION Loss Payee to read: The City of Iuntington Beach, The Redevelopment Agency of the City of Huntington Beach and their Agents, Officers and Employees. RE.126 Main St., luntington Beach, CA 'COYI»IiAGE INWRMATtgN t f v. - ;..::>..ts COVERAGETEFKSF T--ORMS AMOUNt OF INSURANCE DEDUCTIBLE Builder's Risk $700,000 $1,000 (All Risk,100% Value, Repl. CostlSoft Cost Incl.) —" '��rv.ltiw.���•7�.��.VV1lHi���� K_:GS...+n.:Y:+.:v.:-� __f::.r } _ + F .. Y-�.4}r-( '}fJ d.✓- F{+C:::'r,'ii �::3ff�.',4s{:t .+r j- Loss Payee applies per attached CP1218. Named insured to read: Mohammed and Adel Zeidan and the City of 1untington �D AS ; p FOP Beach, The Redevelopment Agency of the City of Huntington Beach and their APPROvt City Attorney Agents, Officers and Employees. GAILH3TTC\' BY. DePulY City Attorney CIttICIcf.LA770N+k _ x:ih i y_C _ J ! 1a- [ <+r r f-: r? - r.M:�': THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 1 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST. IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. %'•riC6.Fp.sbriYH. ..- ^'s` ... +r .- f>.+.+: �.. ,F -A'-. lr- .k NAME AND ADDRESS MOATC-AME �IpNAL INSUAED The City of 11untinton Beach* 2000 Main St. LOMIL;S$PAYEE Huntington Beach, CA 92648 µ THOF1ZEDREPRESENTATIVE ' 013W -ACORD27' (W(ff) ..t :.r .r... t +.'+J �....:. �u t,;..:.. -r:. Y � ,. „ :. .N, t. 1{. h :. ®ACORD.CORP4RAf10N 1993 POLICY NUMBER: 2276359 COMMERCIAL PROPERTY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOSS PAYABLE PROVISIONS This endorsement modifies Insurance provided under the following: BUILDING AND PERSONAL PROPERTY COVERAGE FORM BUILDER'S RISK COVERAGE FORM CONDOMINIUM ASSOCIATION COVERAGE FORM CONDOMINIUM COMMERCIAL UNIT -OWNERS COVERAGE FORM STANDARD PROPERTY POLICY SCHEDULE Provisions Applicable Prem. Bldg. Description Loss Payee Loss Lender's Contract No. No. of Property [Name & Address) Payable Loss Payable Of Safe X The City of Huntinton Beach* 2000 Main St. Huntington Beach, CA 92PS Loss Payee to read: The City of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach and their Agents, Officers and Employees. A. When this endorsement is attached to the B. LOSS PAYABLE STANDARD PROPERTY POLICY CP 00 99 the term For Covered Property in which both you and Coverage Part In this endorsement is re -placed a Loss Payee shown in the Schedule or In the by the term Poky. Declarations have an Insurable Interest, we will: The foflowing Is added to the LOSS PAYMENT loss Condition, as indicated in the Declarations or by an 1. Adjust losses with you; and "X" In the Schedule: CP 1218 07 88 Copyright, Insurance Service Office, Inc.1983,1987 Page 1 of 2 .'. r 2. Pay any claim for loss or damage jointly to All of the terms of this coverage Part you and the Loss Payee. as interests may will then apply directly to the Loss • appear. Payee. d for arty loss deny C. LENDER'S LOSS PAYABLE or da nay eh and pa $ Y Payment t0 you 1. The Loss Payee shown In the Schedule or because of your acts or because you In the Declarations is a creditor (including have failed to comply with the terms of a rnortgagehofder or tnistee) with whom this Coverage Part. have entered a contract for the sale of Cou overed Property, whose interest In that t1] The Loss Payee's rights will be Covered Property Is established by such transfered to us to the extent of the written contracts as: amount we pay; and a. Warehouse receipts; 12] The Loss Payee's rights to recover the full amount of the Loss Payee's b. A contract for deed; claim will not be Imapired. c. Bills of lading; or At our option, we may pay to the Loss Payee the whole principal on d. Financing statements. the debt plus any accrued interest. In this event, you will pay your re- 2. For Covered Property In which both you maining debt to us. and a Loss Payee have an Insurable Inter- est: 3. If we cancel this policy, we will give writ- ten notice to the Loss Payee at least: a. We will pay for covered loss or damage to each Loss Payee in their order of a. 10 days before the effective date of precedence, as interests may appear. cancellation Uwe cancel for your non- payment of premium; or b. The Loss Payee has the right to receive loss payment even N the Loss Payee b. 30 days before the effective date of has started foreclosure or similar action cancellation If we cancel for any other on the Covered Property. reason. c. If we deny your claim because of your 4. If we do not renew this policy, we will give acts or because you have failed to written notice to the Loss Payee at least comply with the terms of the Coverage 10 days before the expiration date of this Part, the Loss Payee will stilt have the policy. right to receive loss payment If the Loss Payee: D. CONTRACT OF SALE [t] Pays any premium due tender this 1. The Loss Payee shown In the Schedule or In Declarations Is Covera a Part at our request If you the a person or organ - have failed to do so; Ixation you have entered a contract with for the sate of Covered Property. [2] Submits a signed, sworn proof of loss within 60 days after receiving 2. For Covered Property in which both you notice from us of your failure to do and the Loss Payee have an Insurable In - so; and terest we will: 131 Has notified us of any change In a. Adjust losses with you; and ownership, occupancy or substan- known b. Pay for loss damage tial change In risk to the any claim or jointly Loss Payee. to you and the Loss Payee, as interests may appear. 3. The following is added to the OTHER IN- SURANCE Condition: For Covered Property that is the subject of a contract of sate, the word "you" includes the Loss Payee. CP 1218 07 88 Copyright, Insurance Service Office, Inc.1983, 1987 Page 2 of 2 *Information Rcg:irding Disclosore of Your is S Iril% Nurnbcr—ijinder Public3w S — Solicitation of the Social Security Number (SSN) Is authorized under provisions o1E0. 9397, dated Notrember 22, 1943• The disclosure of your SSN is voluntary. However Policyholder information is provided to the Tederal Government and since many persons appearing in administrative records possess identical names, the use of your SSN would provide for your precise Identification. 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NYO tl 3 VNVd V Y'Q303?M S13 11^CY 1} J04114 JQW0 ❑ 3000 d'Z 31Y14 AL10 Syam, x G"' H3ArinN NYOI t233e+4 31YHYd34 V 1+0Y11r'03033N 513�1rds WWOe110aV dd 3MeYM Ti=SAMCIM `:sme,SEY ON ❑ s•A ❑ s rs�e d"I 31V1 A! 1 nOH H3H3iJ10i1} id 3 1VD H0553HCM133H1 3A McVg �' r—a7et, uoil8�i I W� i � aYSVi ❑ «W� ISO ❑ oPnOl C "J ❑ %Nq3 ❑ !•UOa a )On 1 ❑ Cl Pay %4 ❑ ^• ; V"cn 1M3KAVd 001AH OLTf9103ula •f � j ON 3M01+d M31 S 1NV0f1ddr 3000 da 31r15 Alto 553H00V M1M1 } AOnod 31V01OH'01aY H9nOWU it ?• _ ON13-SGk0 FYI A1N3AeWA WA'A0W3A00 Sn01A394 .643F" 33S1'ON A1hN103S 1"DoS 3-w 1tmonad1/ L6 (lleM AeC-t) YHdS Ol WUSN wol3 9&mo owZ- uol"U drn ❑ Aeo 0A 6 ❑ 96 /ZO / i i L 6 /ZO / 11 `€"3 90� OI 2FtUaa $PT8 3o asvalam sulsolo uecn ❑ PMPM3 ❑ ,ea,� 4 3LVQ DvtSOT� O1031Y13H 37•+YHT1'te10001i d035YH^HndTn1M11 OOtH3d NM M1H31 31YC NOIIVH1d1C3 31r0 3A1173ii3 MewP=od❑ MelunloA❑ 1919-9vi? ( 9Z9) L0016`BxPl;aad . tU*wGSlppu3n Ip OuD f ❑ MON ❑ Hlervw 3Y0Nd S1 /D. p07N?DV p i X09 . • 0 0 d •auI 4SD3 FaosSd 9 aanSaM LS£88£OM 6 L 1 9 10 10 1 9 1 8 N30wnN A_fe10d LHVHxnO i}agnnH 1W10]7V lN3DN SS3NOOV QNV 3twN SN37r 1N3W3SU00N3M0UV3nddV 3ONVunSNI • • • "OU VJS'Jo4uO3luaw"M WOgu•11y 8bS�1SLC8�'IiuelY'1'�01soo1JllsnC}ZZLtL '•���,r,i�y tla1HO'id d0 ANVdW03 30NVunSN1 SdM1NV13 NVO1U3Wb �? Vlay wj 81quAE d sways al1riv �'•u,..►`�� Ef f ec tive, j 1 —2-97 Please amend the named insured from: J.A. Jill Corp. -to: Mohammed and Adel Zeidan and the City of Huntington Beach, The Redevelopment Agency of the City of Huntington Beach and their Agents, Officers and Employees. Amendment No. 1 to OPA '� ATTACHMENT #1 June 16, 1997 Redevelopment Agency Action ATTACHMENT #2 REQUEST FOR LATE SUBMITTAL OF RCA 4 Departmer L 'Economic Development RCA Approve Insurance Amendment: OPA — Pme Title 126 Main Street (Standard Market) Y �q aQy -�� :: ••.. •vY,•d-.,,'+!%.�".. --., sr.. :.' 'x^' .. �<.: ;. .Eaa••-t. �•e:�, T.. .>:..:}}.r...... '•.X J'!•:sf'.`,. k s.. $ x`- {:•%w.� •�'Cvs+e?o 'v's�a,::k}i-. .,�.. ,�^ . S-• .k.• Council Meeting Date: October 6, 1997 Date of This Request: September 29, 1997 ss;h X.: :A� r -^f#r�^.�s�e-ei?�c.<bwrY•::.'s.`6v <Y� ::.c i r.. ..#rk'#-4 v:>�-:er -}, Y, 'a,5n..:x.S�..x�--w:'�n:e.t : V�:, �'! -' Irv. c-:.J^,a .j ' :t S�. �;RtS� .Si .!'rn {: .fi, L�i- ,t .,:t.',cW% a i..X�r'a, t.. •`a.:" ,f.<:x,- i}. ^';,R' 't:k REASON MTX is this RCA being submitted late?): •c7' Economic Development Department was waiting for the Amendment to the OPAto_be received from the Ly Attorne 's office. � h Xs n':y`';d;--vSC:.24.o. �e-=r 3zi:v A=d: f. hsx?. i�y,q�;.x:.f 4. xfC x:.,assY`w:.s/':'^C�.^ ^d.�e:''w,i: ex:�-z +.t`i:`r`.:AS�r.a••i .. �•`."r: `t::`. 2t:..h.�C:>.' . EXPLANATION ETy is this RCA necessary to this a enda? : �. It is necessary that this item be on the Agenda for the October 6 meeting in order for this very visable and important -project to proceed. •s%� :`:, Y'':'..0 eS• .. +C'�,.. x�..-.-_�v.3rw�,-,.- ". .: ::?-,aX.:`'�: - ,-ft:. n•!r K' .. .., '1- .. ;�:v {.-:}.:f+'.7 ti5;- -. . CONSEQUENCES How shall delay of this RCA adversely impact the Ci ? : Delay of this item would result in the Zeidans being unabl c i f. �a 90ppairtment gnaHead Initials Required Q Approved 0 Denied Silver I Pproved t7 Denied Michael Uberua a - •1t.A`c"f'�` y- w.: x'.1.'.`:5��>�S 'Y--S �'.::,.2�`f f.,t�:<: o ti� I J/ RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Zeidan OPAAmendment-(126 Main Street) I COUNCIL MEETING DATE; October 6, 1997 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Attached Contract/Agreement (wlexhibits if applicable) (Signed iLW by the City Attome) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attomey) Not Applicable Certificates of Insurance (Approved by the City Attomey) Not Attached (Explain) Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Attached Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS Insurance will be bound and approved prior to final execution of OPA (see staff report) REVIEWED RETURNED FORWARDED Administrative Staff ( ) ( ) Assistant City Administrator (Initial) { } ) City Administrator (Initial) { ) ) City Clerk , ; ( ) EXPLANATION FOR RETURN OF ITEM: i J . i June 16,1997 Zeidan Owner Participation Agreement Item F-3 ` Slide A 1 �Qz Ltd W Q J >-CU ur 7-z 0a--31 W z o Cr t 0 Background Original OPA Approved For Rehab Fire in 1989 Rendered Standard Market Unsafe To Occupy Major Repairs Needed To Meet Code Slide / 2 Z�x Proposed Use E Present Structure Not Suitable For Modem Rctail-Off ce Uses ■ Application for New Construction Project Filed in 1995 ■ CUP 95-84 Ileard by Planning Commission on April 9,1996 Slide / 3 M Proposed Use, cont. CUP Approved with Four Special Permits Approval Appealed to City Council ■ Council Approved with One Special Permit on May 20, 1996 Slide * 4 Proposed Use, cons. M CUP Allows a New Two Story Structure In 4890 Square feet Ground Floor In 4584 Square Feet Second Floor I Slide 0 5 W Proposed OPA ■ New Agreement Negotiated ■ Provides $146,800 in Agency Funds — S46,800 After Demolition - S50,000 Upon 50%Completion — S50,000 Upon 100% Completion Slide # B f Proposed OPA, cont. ■ Payments Based On Performance — Complete Demolition by September 19.1997 — Submit Plans for Approval by November 21, 1997 (Construction Must Commence Within 90 Days From this Date) — Complete Project No later Tbart 360 Days After Building Permits Approved I Slide ! 7 Proposed OPA, Cont. x Owner Agrees to Restrictive Covenant 0 Covenant Restricts Uses Until 2022 — No Residential — No Arcade — No Manufacturing x Properly Must Be Maintained Slide 18 JT Economic Assistance Keyser Marston Associates Analysis: . — New Construction Costs Exceed Rehab — Demolition, Site Clearance, Pcrmits & Fccs, & Infrastructure Eligible Costs ■ Additional Insurance Required by City Attomey I Stide tt 9 development Azer EXHIBIT E INSURANCE REQUIREMENTS Insurance Policies. (a) General Liability Insurance. Comprehensive or commercial general liability insurance, including supplementary coverage of Blanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement), Broad Form Property Damage, Personal Injury Liability with the "employee" and "contractual" exclusions deleted, Product and Completed Operations Liability, Fire Legal Liability, Business Automobile Bodily Injury and Property Damage Liability extending to owned, non -owned and hired vehicles of the Participant or its general contractor used in performance of any of the Participant's obligations hereunder, amended as necessary to comply with Governmental Requirements. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage", including but not limited to bodily injury, death or property damage occurring upon, in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Such policy shall have an initial minimum coverage limit per occurrence of not less than $1,000,000 with respect to personal injury or death to any one or more persons or damage to property (i.e. combined single limit), and carry a deductible per occurrence of not more than $ (b) Builder's Risk Insurance. Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non -Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground, hazards, flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty, demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by Agency (iii) an endorsement to include coverage for budgeted soft costs. The replacement cost coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and with a deductible not exceeding $ per occurrence. (c) Worker's Compensation Insurance. Worker's compensation insurance, to be carried by the Participant and all its general contractors, subcontractors and consultants, in an amount and form sufficient to meet all applicable governmental requirements, and employer's EXHIBIT E Page 1 of 4 liability coverage to a limit of not less than $1,000,000, with respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site entry onto the Site. 2. Requirements Regarding insurance. Each Insurance Policy set forth in this Exhibit E shall: (a) Be in form and substance as is then standard in California for policies of like coverage; (b) Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholder's Management and Financial Size Category Rating of not less than "A X" according to A. M. Best's Insurance Reports Key Rating Guide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in writing; (c) Provide coverage on an occurrence basis, except for the errors and omissions Insurance Policies; (d) Provide that the Insurance Policy cannot be canceled, suspended, lapsed or modified upon less than 30 days' prior written notice by registered or certified mail to the Participant and the Agency; (e) With respect to the Insurance Policies described in 1(a) and (b) hereinabove, (i) name the Agency and the City and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, (iii) contain a Standard Cross Liability endorsement providing that the insurance applies separately to each insured against whom a claim is filed, and that the policy covers claims or suits by one insured against the other, and (iv) provide that the interests and protections of the additional insureds shall not be affected by any misrepresentation, act or omission of a named insured or any breach by a named insured of any provision in the policy which would otherwise result in forfeiture or reduction of coverage; (f) With respect to the Insurance Policy described in 1(c) hereinabove, contain either (i) a waiver by the insurer of the right of subrogation against Agency and the City and their respective board members, commissioners, directors, officers, employees, agents and representatives or (ii) a statement that the insurance shall not be invalidated should any insured waive in writing its right of recovery or right of subrogation prior to occurrence of a loss covered EXHIBIT E Page 2 of 4 r by the Insurance Policy; (g) With respect to the Insurance Policy described in Section 1(c) hereinabove, contain the right to an assignment of statutory lien for the benefit of and upon request of Agency. (h) All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding $50,000 in the aggregate or (ii) with respect to any particular casualty resulting in damage or destruction exceeding $50,000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2(d), (e), and (0 hereinabove with respect to the All Risk policy.. 3. Delivery of Insurance Policies. After delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, provided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of certificate of insurance shall be sufficient for purposes of this clause (a); (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the Participant has not provided Agency with the foregoing proof of coverage and payment within ten (I0) business days after receipt of written request therefor, the requesting party may, in addition to any other available remedy, without obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the cost thereof upon demand. 4. Co -Insurer Liabilit . If on account of the Participant's failure to comply with the provisions of this Exhibit E. Agency is adjudged to be a co-insurer by an insurance carrier, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately pay the same upon receipt of written demand therefor and evidence of such loss or damage. EXHIBIT E Page 3 of 4 r S. No Limit on Liability. Agency makes no representation that the limits of liability specified for the Insurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects, engineers or other consultants against their respective undertakings. In no event shall the limits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities, Agency shall not be Iimited to the amount of the insurance premium not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E; but Agency shall instead be entitled to recover the full amount of damages available. EXHIBIT E Page 4 of 4 Council/Agency Meeting Held:_ G/t G a7 Deferred/Continued to: q'Approved ❑ Conditionally App ved ❑ Denied `. City Clerk' -Signature Council Meeting Date: 06/16/97 Department ID Number: ED 97-28 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND CITY COUNCIL MEMBERSIREDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, Executive DirectorV� PREPARED BY: DAVID C. BIGGS, Economic Development Director V�h� SUBJECT: Owner Participation Agreement (OPA)-126 Main Street (Standard Market), Mohammed and Adel Zeidan Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, 11 Attachments) Statement ofIssue: The attached OPA between the Redevelopment Agency and Mohammed and Adel Zeidan is intended as a replacement to the original OPA that was originally approved in 1989. If approved, this OPA would assist the owners with the demolition of the property located at 126 Main Street, formerly known as the Standard Market, and facilitate construction of a new building. Funding Source: Currently budgeted Redevelopment Agency funds from Account No. E- TW-ED-802-6-10-00 (Ocean View Estates Acquisitions) for the first installment of $46,800 and the second installment of $50,000 (if incurred before October 1, 1997), the third installment will come from the 1997-98 fiscal year budget. :- •ttet-I.V .� 1. Approve a Owner Participation Agreement (OPA) between the Redevelopment Agency and Mohammed and Adel Zeidan and authorize its execution (in accordance with. Recommended Action No. 2) by the Agency Chairperson and Agency Clerks 2. Direct the City Attorney, City Clerk and Economic Development Director to ensure that the insurance requirements outlined in the OPA (as Attachment E) are reviewed and approved prior to final execution by the Agency Chairperson, Agency Clerk and Agency Attorney (City Attorney). 1. Modify the terms of the proposed OPA, or direct staff to renegotiate terms and conditions. r REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06/16197 DEPARTMENT ID NUMBER: ED 97-28 Analy,11,1: On February 6, 1989, the Redevelopment Agency approved an OPA with Mohammed and Adel Zeidan that would have provided a total of $146,125 in funds for the rehabilitation of the old Standard Market, located on the southeast corner of Main Street and Walnut Avenue. Damaged in a 1989 fire, this structure has remained vacant because it is unsafe to occupy in its present condition. The total amount of funding under the original OPA was to come from two sources: The Redevelopment Agency, and California Resorts (the now defunct developer of Pierside Pavilion). Due to a number of events over the ensuing years, the owners did not move forward with rehabilitation. In part, it was determined that the present structure would not be suitable for modern retail or office uses. After deciding that a new building would be more desirable, the owners filed an application for entitlements in 1995 for a new commercial structure. On April 9, 1996, the Planning Commission approved Conditional Use Permit (CUP) No. 95-84, with four special permits. This approval was appealed by Councilmember Sullivan. On May 20, 1996, the City Council voted to approve the CUP with one special permit (Attachment No. 3). Since early in 1996, staff and the Zeidan's have been negotiating a new agreement that would assist with the demolition of the old building and allow them to construct a new 9,475 square foot retail -office property that is currently entitled for the site. Staff and the Zeidan's have concluded negotiations and have agreed to the following terms: Redevelopment Agency Responsibilities • The Agency will provide $146,800 in financial assistance to the project. Payment will be made in three installments that depend upon the performance of the owners. • The first payment of $46,600 will be made after the site has been demolished and a restrictive covenant has been recorded against the property. • A second payment of $50,000 will be made if the Owner -Participant submit plans within 150 days and have completed 50% of the construction of the project. • A final payment of $50.000 will be made after the construction is 100% completed and assuming the Owner -Participant is currently in compliance with the CUP and OPA. Owner -Participant Responsibilities + The Owner -Participant will demolish the existing structure, clear the site and construct a 9475 square foot commercial structure in accordance with CUP No. 95-84. • The Owner -Participant agrees to the recordation of a covenant on the property that restricts the uses on the site. ZEIDRAA.DOC -2- 061091971:51 PM REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06116197 DEPARTMENT ID NUMBER: ED 97.28 Types of Agency Assistance Under Redevelopment Law, the Agency can assist private development in project areas in a variety of ways. Demolition and site clearance activities, site improvements, acquisition of real property interests and rehabilitation assistance; along with development fee subsidies and infrastructure costs, are all allowable activities. Under the original OPA, the Agency intended to provide assistance with rehabilitation costs. Given that the current plan is to demolish the exisiting improvements and construct a new building, the assistance must be reallocated to other allowable costs. Exhibit C to the OPA is a restrictive covenant that will be recorded against the property. This covenant will restrict the use of the site as a commercial property for the life of the redevelopment controls (2022). Residential, manufacturing and arcade uses are prohibited. Further, the property must be maintained in accordance with the Conditional Use Permit (CUP) and the OPA. Failure to maintain the property as required could lead to a breach of the OPA and possible revocation of the use permit. Economic Assistance Issues Keyser Marston Associates (KMA) reviewed the original OPA, the new OPA, the Conditional Use Permit and the cost estimates submitted by the project owners (Attachment No. 4). KMA concluded that $146,800 in financial assistance to the project is warranted because the project costs for new construction exceed the anticipated costs for rehabilitation. As discussed above, financial assistance by the Agency for demolition, site clearance, permits and fees (including in -lieu parking fees), and infrastructure costs are all allowable under Redevelopment Law. Using the legal guidelines of Redevelopment Law and KMA's economic rationale, assistance to this project will benefit the project area while furthering the Agency's (and the City's) economic development goals for the downtown area. Additional Insurance Requirements Because additional, and somewhat extraordinary, insurance requirements have been added to the OPA (Exhibit E), the owners have asked that they be able to delay the purchase of the required coverages until the OPA is approved due to the expense. As such, it is requested that the Agency approve the OPA, but not authorize its execution until the endorsements and certificates have been approved as to form by the City Attorney. Envir2omental Status: Covered under the 1996 Redevelopment Project Area Merger EIR No. 96-2 (certified October 7, 1996); Also referenced by addendum is CUP Negative Declaration No. 95-11. Aftar,hrnenW: List attachments) below. M. ZEIDRAA.DOC -3- Description 061091971:51 PM REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: 06116/97 DEPARTMENT ID NUMBER: ED 97-28 Start Numbering 1. Owner Participation Agreement (1997) 2. May 20, 1996 City Council Action 3. Keyser Marston Associates Letter Dated June 2, 1997 GAB, phone extension 5582. &Q ZEIDRAA.DOC 061091971:58 PM OWNER PARTICIPATION AGREEMENT ATTACHME:NT:#1 44 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: Recorded In the County of Orange, CallfOrnia Gary L. Granville, Clerk/Recorder i�11.1�.f11E;isl:�?11:�,11�11;'�111:�?1C�N�l'l:'ll� No Fee 19970647705 12:59pm, 12/17/97 008 21006120 21 30 Al2 27 6.00 78.00 0.00 0.00 0.00 0.00 Redevelopment Agency of the City of Huntington Beach ) 2000 Main Street } Huntington Beach, CA 92648 } ATTN:- Connie Brockway, Clerk (Space above for Recorder's Use) OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH This docent is solely for the Official business of the City Of Huntir.atcn lioa;;h, as ccntem- plated un:or yover=ent Code Sec. e103 and should be recorded free of eharpe. MM r MOHAW4ED AND ADEL ZEIDAN This docusent Is solely for the official b:igInenn of the City of Huntin it:n ns contem— plated un!er Code Sec. 8103 and should be recorded free of charge. Tax -Exempt -Government Agency CITY OF HUNTINGTON BEACH nnic areckway, CMC - Cit Cier gy: 0 le puty_City Cleric - TABLE OF CONTENTS PAGE I. [§ 100] SUBJECT OF AGREEMENT ..................................... 1 A. [§ 1011 PUmose Qf the Agreement ...................... . ............ 1 B. [§ 102] The Plan ................................................ 1 C. [§ 103] The Site ................................................ 1 D. [§ 104] jgits to the Agreement .................................... 2 1. [§105] The Agency........................................2 2. [§106] The Participant.....................................2 II. [§ 200] AGENCY FINANCIAL ASSISTANCE .............................. 2 A. [§ 201] zengyAssistance Ap jo Participant .............................. 2 B. [§ 2021 Conditions Precedent to Payments of A_"ncv Financial Assistance ....3 1. [§ 202.1] First_payment................................. 3 2. [§ 202.2] second Payment, ............................... 3 3. [§ 202.3] Third Payment ................................. 4 III. [§ 3001 IMPROVEMENT OF THE SITE ................................... 5 A. [§ 301] construction of Improvements ............................... 5 B. [§ 3021 Cost of Development ....................................... 5 C. [§ 303] Indemnification and Insurance ................................ 5 D. [§ 3041 Relocation; Obli ati ns..................................... 6 E. [§ 305] Environmental Ind mnitY.................................... 6 F. (§ 306] Access to Property ........................................ 7 G. [§307] Maintenance..............................................7 H. [§ 308] Real Estate Taxes and Assessed Valuations ...................... 7 I. [§ 309] Prohibition Against Transfer ................................. 8 1. [§ 3 I0] Security Financing ......................................... 9 1. [§ 3111 No Encumbrances Except Mortgages- Deed gf Trust Convgvances_and Lgases-Backer Other Conveyance_for Financing for Development ........... 9 2. [§ 312] Ri ht of AgenU to Cure Mortgage, De d gf Trust, Qr Qther Security Interest Default .................. 9 3. [§ 313] Right of the Agency -to Satisfy Other Liens on the Property .... 9 IV. [§ 400] USE OF THE SITE ............................................. 9 A. [§ 401] Uses ................................................... 9 B. [§ 402] Obligation to Refrain from Discrimination .................... 10 C. R 4031 Form otNondiscriminatian and Nonse-gregation Clauses ........... 10 V. [§ 500] DEFAULTS, REMEDIES AND TERMINATION ..................... 11 A. [§ 501] Default ................................................ 11 B. [§ 502] Notice and Cure Period .................................... 11 C. [§ 503] Institution of Legal Actions ................................. 12 D. [§ 504] Applicable Law .......................................... 12 E. [§ 505] Acceptance of Service of Process ............................ 12 F. [§ 506] Rights and Remedies are Cumulative .......................... 12 G. [§ 507] Rights of Termination ..................................... 13 1. [§ 508] Termination by Participant ........................... 13 2. [§ 509] Termination by Agency .............................. 13 VI. [§ 6001 SPECIAL PROVISIONS ........................................ 14 A. [§ 601] Communications Between The Parties ......................... 14 B. [§ 602] Successive Owners ....................................... 14 C. [§ 603] Notice to Lessees of Participant ............................. 14 D. [§ 604] Waiver ................................................ 14 E. [§ 605] Attorne, 'sy Fees .......................................... 15 F. [§ 606] Conflicts of Interest ....................................... 15 G. [§607] Non -liability of Officials and Employees of the Commission ......... 15 VII. [§ 700] ENTIRE AGREEMENT; WAIVERS; APPROVALS BY AGENCY ....... 15 ii LIST OF ATTACHMENTS EXHIBIT A SITE MAP EXHIBIT B LEGAL DESCRIPTION EXHIBIT C FORM OF AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY EXHIBIT D FORM OF CERTIFICATE OF COMPLETION EXHIBIT E INSURANCE REQUIREMENTS iii REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONMIERCIAL REHABILITATION PROGRAM OWNER PARTICIPATION AGREEMENT THIS AGREEMENT is entered into on this IVk day of 1997 by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNT GTON BEACH (the "Agency") and MOHAMMED and ADEL ZEIDAN (collectively, the "Participant"). The Agency and the Participant agree as follows: I. [§ 100] SUBJECT OF AGREEMENT A. [§ 101] Purpose oflhe Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (the Redevelopment Plan") for the Main -Pier Project Area (the "Project Area") by providing for the redevelopment and improvement of a portion of the Project Area as described herein. The redevelopment and improvement of said portion of the Project Area pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the best interests of the City of Huntington Beach (the "City") and the welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. This Agreement furthers the redevelopment and revitalization of commercial property within the Project Area. B. [§ 1021 The Plan This Agreement is subject to the provisions of the Redevelopment Plan which was approved and adopted by the City Council of the City of Huntington Beach (the "City Council') by Ordinance No. 2634. The Redevelopment Plan was merged with other redevelopment projects in the City by the adoption by the City Council of Ordinance. No. 3343. C. [§ 1031 The Site The site (the "Site") consists of a parcel of real property located within the Project Area shown on the Development Site Map attached hereto as Exhibit A, and incorporated herein by this reference and more particularly described in the legal description attached hereto as Exhibit B and incorporated herein by this reference. The Site is currently improved with a commercial building (the "Existing Structure") with appurtenant parking facilities. The Site is commonly known as 126 Main Street, Huntington Beach, California. D. [§ 104] Parties to the Agreement 1. [§ 105] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California. The principal office of the Agency is located at 2000 Main Street, Huntington Beach, California 92648. "Agency", as used in this Agreement, includes any assignee or successor to its rights, powers and responsibilities. 2. [§ 106] The Participant The Participant is the owner of fee simple title in and to the Site. Whenever the term "Participant" is used herein such term shall include assignees and successors in interest to the Participant. The principal office of the Participant is located at 301 17th Street, Huntington Beach, California 92648. U. [§ 2001 AGENCY FINANCIAL ASSISTANCE A. [§ 201] Agency Assistance to Participant Subject to all of the terms and conditions of this Agreement, including the conditions precedent to the disbursement of Agency Financial Assistance set forth in Section 202, and as an incentive for Participant to redevelop the Site and to use the Site in accordance with the Agreement Containing Covenants Affecting Real Property to be recorded against the Site pursuant to this Agreement, substantially in the form attached hereto as Exhibit C and incorporated herein by this reference (the "Covenant Agreement"), and in consideration therefor, the Agency agrees to reimburse the Participant an amount not to exceed One Hundred Forty -Six Thousand Eight Hundred Dollars ($146,800) for the cost of the demolition of the Existing Structure and for a portion of the cost of the redevelopment of the Site (the "Agency Financial Assistance"). As more particularly set forth in Section 304 hereinbelow, the Participant covenants and agrees that the Participant is not entitled to any payment from the Agency for relocation assistance, relocation benefits, goodwill or just compensation other than the Agency Financial Assistance. The Agency Financial Assistance shall be disbursed as follows: ►1 B. [§ 202] Conditions Precedent to Payments of Agency Financial Assistance 1. [§ 202.1] First Payment The Agency shall disburse Forty -Six Thousand Eight Hundred Dollars ($46,800) (the "First Payment") to the Participant within thirty (30) days after the Participant submits evidence satisfactory to the Executive Director of the Agency demonstrating that all conditions precedent therefor have been satisfied. The conditions precedent to the Agency's obligation to make the First Payment are the following: a. The Participant shall demolish the Existing Structure prior to September 19, 1997 (the "Demolition Timeframe"); and b. The Covenant Agreement shall have been executed by the Participant and the Agency and recorded in the Official Records of the Recorder of Orange County. C. A true copy of this Agreement shall have been executed by the Participant and the Agency and recorded in the Official Records of the Recorder of Orange County; and d. The Participant shall be in full compliance with the requirements of Conditional Use Permit No. 95-84 approved on May 20, 1996 and as hereafter amended (the "CUP"), Coastal Development Permit No. 95- 25 approved on May 20, 1996 and as hereafter amended (individually, the "Coastal Permit" and together with the CUP, the "Permits") and any federal, state or local law or regulation applicable to the Site. e. The Participant shall be in full compliance with the terms, covenants and conditions of this Agreement. 2. [§ 202.2] Second Payment The Agency shall disburse Fifty Thousand Dollars ($50,000) (the "Second Payment") to the Participant within thirty (30) days after the Participant submits evidence satisfactory to the Executive Director of the Agency demonstrating that all conditions precedent therefor have been satisfied. The conditions precedent to the Agency's obligation to make the Second Payment are the following: CUP (the 1 1997 (the a. The Participant shall submit the plans set forth in the "Plans") to the City and the Agency prior to November 21, "Plans Submittal Timeframe"); and 3 b. The Participant shall commence construction within ninety (90) days of the approval of the Plans by the City (individually, the "Construction Commencement Timeframe" and together with the Demolition Timeframe and the Plans Submittal Timeframe, the "Schedule of Performance"); and C. The Participant shall submit any contract for the construction of improvements on the Site to the Agency for approval prior to the execution of such contract by the Participant and its contractor; and d. The Participant shall have submitted evidence, satisfactory in the sole and absolute discretion of the Community Development Director, demonstrating that construction of the improvements, excluding tenant improvements, is fifty percent (50%) complete. e. The Participant shall be in full compliance with the requirements of the Permits and any federal, state or local law or regulation applicable to the Site. f. The Participant shall be in full compliance with the terms of this Agreement. 3. [§ 202.3] Third Payment The Agency shall disburse Filly Thousand Dollars ($50,000) (the "Third Payment") within thirty (30) days after the Participant submits evidence satisfactory to the Executive Director of the Agency demonstrating that the following conditions precedent have been satisfied: a. The Participant shall have submitted evidence satisfactory, in the sole and absolute discretion of the Community Development Director, demonstrating that construction of the improvements, excluding tenant improvements, is one hundred percent (1001/6) complete. b. The Participant shall be in full compliance with the requirements of the Permits and other federal, state and local laws and regulations applicable to the Site. C. The Participant shall be in full compliance with the terms of this Agreement. r t In the event that the Participant fails to comply with the Schedule of Performance, this Agreement shall automatically terminate in accordance with Section 509(d). 4 III. [§ 3001 IMPROVEMENT OF THE SITE A. [§ 3011 Construction of Improvements The improvements to be constructed by Participant shall comply with the standards set forth in the CUP and other applicable laws and regulations. The Participant agrees to complete the improvements as promptly as practicable and in no event later than three hundred sixty (360) days after the issuance of building permits (the "Construction Completion Timeframe" and together with the"Construction Commencement Timeframe, the "Construction Timeframes'). All plans shall be subject to approval by the Agency and the City. The Participant acknowledges and agrees that approval of the Plans by the Agency and the City does not constitute a representation or warranty concerning the legality of the Plans, or the quality of the improvements to be completed by the Participant or its contractor. B. [§ 302] Cost of Development The maximum amount of funds available from the Agency to the Participant for redevelopment of the Site is the amount of the Agency Financial Assistance as set forth above. The Participant acknowledges and agrees that the construction of the improvements on the Site shall cost in excess of the Agency Financial Assistance and that any and all costs other than the Agency Financial Assistance shall be borne solely by the Participant. C. [§ 303] Indemnification and Insurance The Participant hereby agrees to protect, defend, indemnify and hold and save harmless, the City and the Agency, and their officers, employees and agents from and against any and all lawsuits, causes of action, damages, injuries, fines, losses, liens, encumbrances, charges, expenses, liability, claims, judgments, costs and demands, however caused, including but not limited to those resulting from death or injury to persons and damage to or loss of property, including but not limited to damage to property adjacent to the Site, arising directly or indirectly out of the obligations herein undertaken by the Participant, or out of the operations conducted by the Participant, including those arising from the sole active negligence of the City or the Agency, but save and except those which arise out of the sole willful misconduct of the City or the Agency. The limitation set forth in this indemnification provision shall not limit the liability of any insurance company with respect to any insurance policy set forth on Exhibit E attached hereto and incorporated herein by this reference. The Participant shall conduct all defense at its sole cost and expense. Any costs of defense or attorneys' fees incurred by the City or the Agency in connection with the events described in this Section 303 shall be reimbursed to the City or the Agency by the Participant. The Participant knowingly waives and releases the Agency and the City and their officers, agents and employees for any interruptions, delays, or claims of whatever nature concerning the day-to-day operation of the Site and the occupants and businesses thereon due to construction of the improvements and any work connected with the Site. The provisions of this Section 303 shall survive the termination of this Agreement.+ i 5 The Participant shall provide at its own cost and shall keep in full force and effect during this Agreement and shall cause its General Contractor to provide at its own cost and keep in full force and effect during this Agreement the insurance policies in the amounts and in accordance with the additional requirements set forth on Exhibit E. D. [§ 3041 Rglocation:Obligations. The Participant expressly acknowledges and agrees that the Participant is and shall be solely responsible for any and all expenses incurred by the Participant and/or the Agency for complying with and/or causing compliance with the Federal Uniform Relocation and Real Property Acquisition Act, 42 U.S.C. § 4201, et. seq., the California Relocation Assistance Law, California Government Code § 7260, et. seq. and all federal, state and local regulations implementing such laws and any other applicable federal, state or local law or regulation concerning the displacement and/or relocation of any person from the Site (hereinafter, collectively the "Relocation Laws"), if any. The Participant further acknowledges and agrees that the Agency shall oversee and administer compliance with all applicable Relocation Laws at the Participant's sole cost and expense. The Participant agrees to and hereby does indemnify, defend and hold the Agency and the City and their respective officers, employees and agents harmless from and against any and all claims, actions, suits, proceedings, losses, costs, liabilities, deficiencies, fines, penalties, punitive damages or expenses (including, without limitation, attorney's fees) resulting from, arising out of, or based upon compliance with the Relocation Laws and any relocation obligations of the Agency and/or the Participant to any person possessing any interest in or to the Site, from and after the date of execution of this Agreement and thereafter, whether discovered before or after the execution of this Agreement. E. [§ 305] Environmental indemnity "Hazardous Substances" as used in this Agreement means those substances listed in Division 4, Chapter 30, Article 9 of Title 22, California Administrative Code (the "Code"), or those which meet the toxicity, reactivity, corrosivity or flammability criteria of Article I I of the Code, or any other contaminants, pollutants, toxic substances or related materials which pose a hazard to health or the environment. At all times after the Agency's execution of this Agreement, the Participant shall defend, indemnify and hold harmless the Agency and the City, and their respective officers, employees and consultants, for any and all claims, judgments, liability, costs, fines, penalties, charges and/or claims of any kind whatsoever relating to the presence and/or cleanup of Hazardous Substances on, in or under the Site. F. [§ 3061 Access to Property Representatives and employees of the Agency and the City shall have the right of access to the Site during the construction period, without charges or fees, during the hours set forth in the CUP to determine compliance with the Plans and this Agreement. G. [§307] Maintenance The Participant shall maintain the Site and all improvements thereon, including the improvements to be completed pursuant to this Agreement, in compliance with the CUP, the PIans, the Redevelopment Plan, and all applicable provisions of local law and regulations until the expiration of the Redevelopment Plan. Such maintenance shall include, but not be limited to: landscape maintenance to maintain a healthy, natural, clean appearance and safe road conditions and visibility; clean-up maintenance, including sweeping, watering down and keeping the exterior of the Site free of litter, dirt, trash, debris, or other matter which is unsafe or unsightly; and exterior upkeep, including painting, touch-up, roof repair, window washing, sidewalk cleaning and maintenance of signage on the Site. The Agency shall notify the Participant in writing of Participant's failure to maintain the Site as required by this Section 307. If after fifteen (15) days from the date written notice of failure to maintain is mailed, such failure by the Participant continues, then the Agency or its designee may perform such maintenance. The Participant agrees the Agency or its designee shall have full and complete access to the Site to perform such maintenance during business hours or at other reasonable times. The Participant acknowledges and agrees it is and shall be solely liable and responsible for any and all costs accrued in maintaining the Site and that such costs shall be paid by the Participant within fifteen (15) days after a written itemization of such costs is mailed to the Participant by the Agency. If the Participant fails to pay such maintenance costs, then the Participant agrees and acknowledges that a lien for said monies shall be recorded against the Site by the Agency. The Participant agrees to be liable for any and all attorneys' fees and other costs incurred in collecting said maintenance costs. H. [§ 308) Real Estate Taxes and Assessed Valuations The Participant shall pay when due all real estate taxes and assessments assessed and levied on the Site and any improvements thereon (the "Assessment"). The Participant shall not appeal, challenge or contest in any manner the validity or amount of any real estate taxes or assessed valuations. In the event that in violation of this Section 309, the Participant does appeal, challenge or contest the amount of any real estate takes and assessments assessed and levied on the Site or the improvements thereon, and is successful in such an appeal, challenge or contest (the "Reduced Assessment"), the Participant shall pay the difference between the Assessment and the Reduced Assessment to the Agency until the earlier of the termination of the Redevelopment Plan or until the Reduced Assessment is equal to or greater than the Assessment. I. [§ 309] Prohibition Against Transfer The qualifications and identities of the Participant are of particular concern to the City and the Agency. It is because of those qualifications and identities that the Agency has entered into this Agreement with the Participant. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein. rl Prior to the recordation by the Agency of a Certificate of Completion in substantially the form attached hereto as Exhibit D and incorporated herein by this reference, the Participant shall not assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site or the improvements thereon without prior written approval of the Executive Director of the Agency. This prohibition shall not apply to the Site (or any portion thereof) subsequent to the recordation of the Certificate of Completion with respect thereto. This prohibition shall not be deemed to prevent the following: 1. the granting of easements or permits necessary for the development of the Site pursuant to the CUP; 2. the granting of any security interests expressly described in this Agreement for financing the development of the Site; or 3. the renting or leasing of space for occupancy in accordance with the terms and conditions of this Agreement. The Site shall remain under common ownership for the duration of the Redevelopment Plan and the Participant shall not seek to subdivide the Site. In the event that any person who acquires title to the Site through foreclosure on a mortgage, deed of trust or other security interest permitted under this Agreement requests permission to succeed to the rights of the Participant under this Agreement, the Agency shall not unreasonably withhold its approval of such request if the proposed successor first submits evidence satisfactory to the Agency demonstrating that such proposed successor has the qualifications and financial responsibility necessary and adequate to fulfill the obligations of Participant under this Agreement. In the event that the Participant does assign this Agreement or any of the rights granted herein, or does sell, transfer, convey or assign any part of the Site or the buildings or structures thereon prior to the issuance of the Certificate of Completion, the Agency shall be entitled to any right or remedy authorized herein. In the absence of specific written agreement to the contrary by the Agency, no sale, transfer, conveyance or assignment of this Agreement or the Site (or any portion thereof), or approval by the Agency of any such sale, transfer, conveyance or assignment, shall be deemed to relieve the Participant or any other party from any obligations under this Agreement. 0 J. [§ 310] Security Financing 1. [§ 311] No Encumbrances Except Mortgages. Deeds of Trust, Conveyances gnd Leases -Back or Other Conveyance for Financing for Development Notwithstanding Section 309 hereto, mortgages, deeds of trust, conveyances and leases -back, or any other form of conveyance required for any reasonable method of financing are permitted before the recordation of the Certificate of Completion, but only for the purpose of securing loans of funds to be used for financing the construction of improvements on the Site, and any other expenditures necessary and appropriate to redevelop the Site under this Agreement, including, but not limited to, real and personal property taxes, insurance premiums, closing costs, attorney's fees and loan carrying costs. The words "mortgage" and "deed of trust" as used herein include all other appropriate modes of financing construction, and land development. 2. [§ 312] Right of Agency to Core Mortgage,_7eed of Trust, _or —Other Security Interest Default In the event of a default or breach by the Participant of a mortgage, deed of trust or other security interest with respect to the Site (or any portion thereof) prior to the issuance of a Certificate of Completion by the Agency, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from Participant of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be entitled to a lien Upon the Site (or portion thereof) to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to mortgages, deeds of trust, or other security instruments executed for the sole purpose of obtaining funds to develop the Site (or a portion thereof) as authorized herein. 3. [§ 313] Right of the Agency to Satisfy Other Liens on the Proyerty Prior to the recordation of the Certificate of Completion, and after the Participant has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Site (or any portion thereof), the Agency shall have the right to satisfy any such liens or encumbrances. IV. [§ 400] USE OF THE SITE A. [§ 401 ] Uses The Participant covenants and agrees that its undertakings on the Site pursuant to this Agreement are and will be for the purpose of redevelopment of the Site and not for speculation in land holding. The Participant further covenants and agrees for itself, and its successors and assigns in interest to the Site or any part thereof, that the Participant and such successdrs and assigns, shall demolish the Existing Structure, redevelop the Site and devote the Site to the uses specified in the 0 Redevelopment Plan, the Permits, this Agreement and the Covenant Agreement for the periods of time specified therein. The Participant further covenants not to use the site for residential or manufacturing purposes and not to allow the operation of any type of arcade on the site. The foregoing covenants shall run with the land. The Participant shall maintain the Site and all improvements thereon, in compliance with the terms of the Redevelopment Plan and with all applicable laws and regulations until the expiration date of the Redevelopment Plan as said expiration date may be extended by proper amendment to the Redevelopment Plan. B. [§ 402] Obligption to Refrain from Discrimination The Participant covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. C. [§ 403] Egrm of Nondiscrimination and Nonse_regation Clauses The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account ofrace, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: i "There shall be no discrimination against or segregation of any person or group of 10 persons on account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, tease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises_ The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the Participant and any successor in interest to the Site or any part thereof for the benefit and in favor of the Agency, its successors and assigns and the City. The covenants contained in this Agreement shall remain in effect until the expiration date of the Redevelopment Plan as said expiration date may be extended by proper amendment to the Redevelopment Plan. The covenants against racial discrimination shall remain in effect in perpetuity. V. [§ 5001 DEFAULTS, REMEDIES AND TERMWATIDN A. [§ 501 ] Default Each of the following shall constitute an Event of Default under this Agreement: 1. Except for the Events of Immediate Termination set forth in Section 509(d) below, failure or delay by a party to perform any term or provision of this Agreement within the time provided herein. 2. Failure of the Participant to develop the Site in accordance with the CUP, Plans and any revisions thereto approved in writing by the Executive Director of the Agency. 3. Breach of any covenant, warranty or agreement contained or incorporated in this Agreement. $. [§ 502] Notice and Cure Period The injuredk party shall give written notice of default (the "Default Notice") to the party in default, specifying the Event of Default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the times of default. Except for the right of the Agency to terminate this Agreement without any cure period pursuant to Section 509(d) below, the defaulting party shall immediately commence to diligently cure such default and in no event shall complete such cure after thirty (30) days from the date of the notice, unless an extension of time to cure the default is approved in writing by the Executive Director of the Agency prior to the expiration of the thirty (30) day cure period. Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such right or remedy or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. C. [§ 503] Institution of Legal Actions In addition to any other right or remedy, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such Regal actions must be instituted in the Superior Court of the County of Orange State of California, in an appropriate municipal court in that county, or in the Federal District Court for the Central District of California. D. [§ 504] ApplicablLaw The Iaws of the State of California shall govern the interpretation and enforcement of this Agreement. E. [§ 5051 Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency or the City, service of process on the Agency shall be made by personal service upon the Secretary of the Agency, and on the City by personal service upon the City Clerk, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency or the City against the Participant, service of process on the Participant shall be made in such manner as may be provided by law, whether made within or without the State of California. F. [§ 506] Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, or any other rights or remedies for the same default or any other default by the other party. 12 G. [§ 507] Rights of Termination I. [§ 508] Termination by Participant In addition to other remedies set forth in this Agreement, the Participant shall have the right to terminate this Agreement at its option if the Participant delivers a Default Notice pursuant to Section 502 above and any pertinent cure period applicable pursuant to Section 502 with respect thereto has expired. 2. [§ 509] Termination by A_ee ncv The Agency may terminate this Agreement and its obligations hereunder at its option if any of the following events occurs, (2) the Agency delivers a Default Notice pursuant to Section 502 above; and (3) any cure period, if any, applicable pursuant to Section 502 with respect thereto has expired: (a) The Participant (or any successor or assign of Participant's) assigns or attempts to assign this Agreement or any right therein to the Site (or any portion thereof), contrary to the provisions of Section 307 of this Agreement; or (b) The Participant fails to execute the Covenant Agreement, or to permit the recordation of the Covenant Agreement or to perform any of its obligations under such document; or (c) The Participant fails to perform any of its other obligations hereunder. (d) Each of the following shall constitute an Event of Immediate Termination: () The failure by the Participant to demolish the Existing Structure within the Demolition Timeframe; or (ii) The failure by the Participant to submit the Plans to the City and the Agency within the Plans Submittal Timeframe; (iii) The failure by the Participant to commence or complete construction within the Construction Timeframes. The Agency may terminate this Agreement and its obligations hereunder immediately upon written notice to Participant (the "Notice of Immediate Termination") upon the occurrence of an Event of Immediate Termination. Following an Event of Immediate Termination, the Agency shall not make any further payments of the Agency Financial Assistance. In the event that the Agency has 13 made the Second Payment to the Participant and the Participant fails to complete construction within the Construction Completion Timeframe, the Participant shall be required to repay the amount of the Second Payment to the Agency within fifteen (15) days of the mailing of the Notice of Immediate Termination. In the event that the Participant fails to timely repay the Second Payment, then the Participant agrees and acknowledges that the Agency may record a lien for such sum against the Site. VI. [§ 600] SPECIAL PROVISIONS A. [§ 601] Communications Between The Parties Formal notices, demands and communications given under this Agreement shall be in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. In the event of a change of the mailing address of either party, written notice to the other party shall be given within five (5) days of the change. B. [§ 602] Succcssive Ownera The improvements to be constructed on the Site touch and concern the Site, and inure to the benefit of any and all present or successive owners of the Site. Therefore, whenever the word "Participant" is used herein, it shall include the owner as of date of execution of this Agreement, and any and all successive owner(s) or assign(s) of the Site, and the provisions hereof are expressly binding upon all such successive owners and assigns, and the parties agree all such provisions shall run with the land. C. [§ 603] Notice Lessees f Partigipant After execution of this Agreement, the Participant agrees it will immediately notify all present lessees of the Site, if any, of the rights, obligations and requirements of this Agreement which may in any manner affect such lessees. In addition, the Participant agrees that in any and all renewed or new Iease agreements for the Site, Participant agrees to include provisions therein that said lessees will comply with this Agreement, including but not limited to, the Maintenance Provisions contained in Section 307 herein. D. [§ 604] Waiver The waiver by a party hereto of the performance of any covenant, condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise hereunder. The exercise of any remedy shall not preclude the exercise of other remedies Agency or Participant may have at law or at equity. This Agreement may be modified only by subsequent mutual written agreement executed by the Participant and the Agency. 14 E. [§ 605] Attorney's Fees In the event of litigation arising out of any breach of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorney's fees. F. [§ 606] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of the Agency shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Participant or successor or for any other obligation under this Agreement. G. [§607] Non -liability of Officials and Employees of the Commission No member, official or employee of the Agency or the City shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or its successors, or for any other obligation under this Agreement. VII. [§ 7001 ENTIRE AGREEMENT; WAIVERS; APPROVALS BY AGENCY This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes sixteen (16) pages and four exhibits which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof including, but not limited to, that certain Owner Participation Agreement by and between the parties recorded in the official records of Orange County on May 12, 1989 as Instrument No. 89-253522. All waivers of the provisions of this Agreement must be in writing and executed by the appropriate authorities of the Agency and the Participant, and all amendments hereto must be in writing and executed by the appropriate authorities of the Agency and the Participant. Unless otherwise specified herein, any approval by the Agency including, but not limited to, the approval by the Agency of a certificate of completion, shall be made by the Executive Director of the Agency. 15 IN WITNESS WHEREOF, the Agency and the Participant have signed this Agreement on the respective dates set forth below. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairperson By: Its: Executive Director ATTEST: SUBMITTED BY: Agency Clerk Director of Economic Development PARTICIPANT Qu�c►?/�39� 51997 MOHAh6Aff ZEIDAN Approved as to Form: Agency Special ounse Approved as to Form: Agency General Counsel5 ®r-, ity/ttorney b / y W } / u- 6 a ADEL ZEIbAlf 16 IN WITNESS WHEREOF, the Agency and the Participant have signed this Agreement on the respective dates set forth below. ATTEST: Agency Clerk .1997 Approved as to Form: Agency Special tounsel Approved as to Form: Agency General Counsel City Attorney THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: LV4-LA"� Its: Chairperson By. r Its: Executive Director SUBMITTED BY: Director of Economic Development PARTICIPANT MOHAKMED ZEIDAN ADEL ZEIDAN 16 CAbFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of &za�nt;L, County of �/- On g% before me, L[(�[ id- 44V-S , /t1D f P ate - � Name and Taft a oaKer (e.g., Ja Dos, Notary ) perso ally appeared elux I� fd /"O trj!G t� —, NarneW of Sqner(s) }Cpersonally known tome - aetorpvvidernre to be the personjQ whose namere subscribed to the within instrument and acknowledged to me that-he4i /" executed the same in-u-,(5�twr authorized capacity(ies), and that by h�th& signature(s) on the instrument the person(ts), or the entity upon behalf of which the persons acted, LALAZA A. NELSON ow„ T fts;on # tomw executed the instrument. How Pubic — Cdtomlo L �. - WITNESS my hand and official seal. -: Sga,um a Naary Pobf�c O TIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: _ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: _ 67,ArmI F,- AA4ce w.-iY ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner -- ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian pr Consery for r 7z) Other: AtqiiAjTop of thumb here Signer Is Representing: Signer's Name: k z Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Atiomey-in-Fact Trustee Guardian or Conservator Other: Signer Is Representing: ■ r Top of thumb here I 0 1995 Nal mar Notary Amcialion - 8298 Renvnel Ave., P.O. Boa 7184 • Canoga Pant, CA 91309-7184 Prod. No. 5907 Reorder. Can Tar-Fina 1.800.87645827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On C 1' g before me,Iv�� Date Name and Tilts of Mew Is.g..'Jam Dos. Notary personally appeared kb'chad T. , Name(of Sgnerts) Personally known tome —OR the basi- o satisfactoiy-evidence4o be the personk whose name(s V Wsubscribed to the within instrument and acknowledged to me that eJsheAhet executed the 6h, e irL�i'r�/itie�their-authorized capacity(ies), and that by �ti NRXN ignature(s) on the instrument the personts), Ccx+'+rrrwan#106&W or the entity upon behalf of which the person(*.acted, N0Wft AC —Carona executed the instrument. c ar9a cww MVC°� LOU JJ23' WO WITNESS rpr y hand and official seal. )OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: to Capacity(ies) Claimed by Signer(s) P. ��Q Da A Signer's Name: X4e,�tkt l % 1j&-VLqg, ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Consgry for - - Other: r�rPeu h� ! Top of thumb here Signer Is Representing: Signer's Name: Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Top IN thumb here 0 1995 National Notary Association • 8236 Remmet Ave.. PO. Box 7184 • Canoga Park. CA 91309.7104 Prod. No. 5907 Reader, Call TOO -Free 1-800.876-M7 EXHIBIT B LEGAL DESCRIPTION Lots 26 and 28 of Block 103, Map of Huntington Beech, in the City of Huntington Beach, County of Orange, State of California as shown an a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the County Recorder of said County. 5 EXHIBIT A • .. SITE MAP .ANNING ''r:CTIONAL DISTRICT MAP II-6-II CITY or HUNTINGTON BEACH e DM 12L r� i i ORANGE COUNTY, CALIFORNIA USE OF PROPERTY MAP ..i J •r ADAMS AVE. '�—•' U L—JL—J LJLJ L—JLJ LJ LJ s + L_J L_l s s s J. L OF ATLANTA SueJEGT' Srra CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of l�� rvt�R✓ County of 1prGG s�� On _ �3, before me, L , tf! Date n .. Name am Tate Or OmKw (e g-.' Doe. Notary P .e) personally appeared S710 tsl �>Zpersonally known tome -OR to be the person(b) whose names)12aa:a subscribed to the within instrument and acknowledged to me that a sba4 ey executed the same in si ,te##veir authorized capacity(ies), and that by signatures} on the instrument the personft LAMA A. NELSON or the entity upon behalf of which the person'N acted, eommkitian 01OW63 � executed the instrument. %MMY Notary Ptibk -� Coitornia ORANGE COUNTY Comm. F plrM At 2�.1999 WITNESSsav hand and official seal. of Notary `' OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ( Document Date: &Z/ (.,I* 7 v Number of Pages: l Signer(s) Other Than Named Above: �av1 ce C• 84khoha m,nu( 96tdzA . Adel l",Grt. Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer Titfe(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ,'Other: C_tuurkrSrw► Signer Is Representing: t s 1 Signer's Name: 3 Individual Corporate Officer Titfe(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Top of Thumb here 0 1995 National Notary AssotSatgo . VM Rommel Ave.. PO. Box 7184 • Canoga Pane. CA 91309.7184 Prod. No. 5907 Reorder. Cae Toll -Free 14K"78.88V CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of O County of / On _ ��gl IF 7 _ before me, �rzA4."n , oat* nd Mama aTde d Omoer fe .. Jan* DOQotary !�d� personally appeared 4_ -r Nar"s1 d Spnerlsl ❑ personally known to me (eproved to me on the basis of satisfactory evidence to be the persofWwhose nameW 4s.f subscribed to the within instrument and ackn the led�ed to me that*reAsh executed the same in thei authorized capaci ze, and that by44&%efAj0sjgnatureM on the instrument the person(s), or the entity upon behalf of which the persor(s acted, executed the instrument. ELlZABETtI EHIMING WITNESS my hand and official seal. z WMi Notory P b&c — CoifomiaORANGE COUNTY Comm. EYpirei AUG 29. t997 SwQtur* eNmry Pub4C OPTIONAL Though the informahbn below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ,D a!�•c�7ZP�'` / 4 Document Date: _1V .S1�cd'1 V Number of Pages: Signer(s) Other Than Named Above: _ Capacity(les) Claimed by Signer(s) Signer's Name: Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Top oti•pwmb here -, F .. 4%�, Signer's Name: _/*0&t4o,_ Z IX Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator 1-1 Other: •.i i Signer Is Representing: 0 19% National Wary Assodabon - B236 Remmet Ave., P.D. Bo. 7184 - Canopa Park, CA 91309.7184 Prod. No. 6907 Reortler. Coe Td Free 1-800-8764W CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK CERTIFICATION CALIFORNIA 92848 This is to certify that the interest in real property conveyed by the Agreement Containing Covenants Affecting Real Property dated June 16, 1997 from THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH a public body corporate and politic to Mohammed and Adel Zeidan is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency adopted June 20, 1983 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: December 15, 1997 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK By. D uty Cleric (Telephone: 714536-5227 ) Ci ry CLE& etTY 0 NUNTMUTQ#-is 44h* �` p FNTING REAL PROPERTY AGREEMENT CONTAINING &ONA A AF Recording Requested by and When Recorded Return to and Mail Tax Statements to: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 ATTN: Connie Brockway, Clerk Recorded 1n the County of orange, California Gary L. Granville, Clerk/Recorder 1111111111111111111Jill No Fee 19970647706 12:59pm 12/17/97 008 21006120 21 30 Al2 10 6.00 27.00 0.00 0.00 0.00 0.0e AGREEi LENT CONTAINING COVENANTS AFFECTING REAL PROPERTY THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Covenant Agreement") is entered into this lkd,__ day of , 1997, by and between MOHAA1M[ED and ADEL ZEIDAN (collectively referred to hereinafter as the "Participant") and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic (hereinafter referred to as the "Agency") with reference to the following: A. The Participant is the owner of certain real property in the Main -Pier Redevelopment Project Area, City of Huntington Beach, Orange County, California, as described in the legal description attached hereto as Attachment 1 and incorporated herein by this reference (the "Property"). The Redevelopment Plan (the "Redevelopment Plan") was approved and adopted by the City Council of the City of Huntington Beach (the "City") by Ordinance No. 2634. The Redevelopment Plan was merged with other redevelopment projects in the City by the approval and adoption by the City Council of Ordinance No. 3343. B. The Participant and the Agency have entered into an Owner Participation Agreement dated " /G '4 ---, 1997 (the "OpA"), which is a public record on fide in the offices of the Agency and is incorporated herein by this reference. The Property is referred to in the OPA as the Site. NOW, THEREFORE, THE AGENCY AND THE PARTICIPANT AGREE AS FOLLOWS: (1) The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof or any interest therein that the Participant, such successors and assigns shall: This document is solely for the official b=:^ .ness of the City of f1u:,1;'.:-,,•,:-1 72,-;;�, as contem- plate::. Code Sec. 6203 a.:d should be recorded -free of ehargs- Tax -Exempt -Government -Ag"cy ` :CITY OF HUNTINGTON BEACH_ Pagel of 5 nnie Brockway, CMC City I rk By. eputy City Clerk. (a) Redevelop, occupy and operate the improvements on the Property in accordance with the Redevelopment Plan, this Covenant Agreement, Conditional Use Permit No. 95- 84 approved on May 20, 1996 and as hereafter amended (the "CUP"), Coastal Development Permit No. 95-25 as approved on May 20, 1996 and as hereafter amended (the "Coastal Permit" and together with the CUP, the "Permits") and plans approved by the Agency. (b) Not use the Property for residential or manufacturing uses nor shall the Participant allow the use of the Property for the operation of any type of arcade. (c) Maintain the Property in accordance with the standards and requirements set forth in the CUP and the OPA. (b) Not make any alterations inconsistent with the Permits and plans approved by the Agency pursuant to the OPA. (c) Use the Property as one parcel only and not seek to subdivide the Property and maintain the common ownership of the Property and all of the improvements on the Property without the prior written consent of the Agency. (d) Comply with and fully perform all obligations of the Participant under the OPA. (e) Not discriminate upon the basis of race, color, creed, religion, sex, age, marital status, handicap, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any improvements erected or to be erected thereon, or any part thereof. (2) Participant covenants and agrees for itself, its successors, its assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, age, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Participant itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the ..election, location, number, us.- or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. (3) All deeds, leases or contracts made relative to the Property, improvements thereon, or any part thereof, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination Page 2 of 5 against or segregation of, any person or group of persons on account of sex, marital status, race, color, creed, religion, age, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, age, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, age, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." (4) All conditions, covenants and restrictions contained in this Covenant Agreement shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by the Agency, its successors and assigns, and the City of Huntington Beach and its successors and assigns,; against Participant, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. (5) The covenants against discrimination set forth in paragraphs (2) and (3) of this Covenant Agreement shall remain in effect in perpetuity. -All other covenants shall terminate on the date specified in the Redevelopment Plan for the expiration of land use controls thereunder. Page 3 of 5 (6) In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that the Agency shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. The Agency shall have the right, subject to the terms and conditions of the OPA, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant. All covenants of the Participant set forth herein shall run with the land of the Property in accordance with the provisions of applicable law and shall bind any person or entity succeeding to all or any portion of the interest of the Participant in the Property. (7) No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Covenant Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the OPA and securing financing to be used solely for financing the construction of improvements on the Site, and any other expenditures necessary and appropriate to develop the Site under the OPA, including, but not limited to, real and personal property taxes, insurance premiums, closing costs, attorneys fees and loan carrying costs; provided, however, that any subsequent owner of the Property or portion thereof shall be bound by such remaining covenants, condi- tions, restrictions, limitations, and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. (8) None of the terms, covenants, agreements or conditions heretofore agreed upon in writing in other instructions between the parties to this Covenant Agreement with respect to obligations to be performed, kept or observed by Participant or the Agency in respect to said Property or any part thereof shall be deemed to be merged with this Covenant Agreement. (9) The covenants contained in this Covenant Agreement shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title. Page 4 of 5 IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Chairperson By: Its: Executive Director ATTEST: SUBMITTED BY: (Z -� Agency Clerk " Director of Economic Development APPROVED AS TO FORM: Agency Speciai t,ounsel APPROVED AS TO FORM: Alfency General Counsel it Attorney 1"6 'y-4 % Participant: Page 5 of 5 IN WITNESS WHEREOF, the Agency and the Participant have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date first written hereinabove. ATTEST: Agency Clerk APPROVED AS TO FORM: Agency Special Counsel APPROVED AS TO FORM: Agency General Counsel City Attorney Agency:. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: A Its: Chairperson By: Its: Executive Director SUBMITTED BY: Director of Economic Development Participant: Mohammed Zeidan Adel Zeidan Page 5 of 5 ATTACHMENT I LEGAL DESCRIPTION Lots 26 and 28 of Block 103, Map of Huntington Beach, in the City of Huntington Beach, ;County of Orange, State of California as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the County Recorder of said County. _- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of 62r Oel On Z _ before me, ���'/h � r 1, to Name and TNa d Offxm N Notary PuW,C) personally appeared AdaZ_n�; /21124 Namafsf of SgrWol EUIJ�BET1i EHRfEtG the •w^ _ Notory PutAc -- C(4fomk ORANGE COUNTY ❑ personally known to me .Seproved to me on the basis of satisfactory evidence to be the perso(o whose namf W WCLr subscribed to the within instrument and acknowl�erEeir-Abuthorizeded to me that he executed the same in 4iscapacity 'e , and that by hir-C /their signatur0on the instrument the persora), or the entity upon behalf of which the persoros acted, executed the instrument. WITNESS my hand and official seal. My Comm. Expire3 AL G 29.1991 , • sgna d W-ey PUN OPTIONAL Though the Information below Is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document (pWveq) Title or Type of Document: Document Date:7 eepl �����1,,,�'7// Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: /%ph#t/�7Ajrd Xa/rya„ R Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: top of thumb Rafe Signer's Name: Ze/��sJ Individual Corporate Officer Title(s): Partner —❑ Limited ❑ General Attomey-in-Fact Trustee Guardian or Conservator Other: Signer Is Representing: . 1 Top of Ihutnb here ri 0 19% National Notary Association - 8238 AamnW Ave., P.O. Box 7184 - CanoW Puk. CA 91309.7184 Prod. N0. 5907 Read&r Cal TW-Free t40o-878-OU7 0. 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of V4_ZL- County of C On C 97 before me, Zdt—Z"et �• /UC,r Sr"rt / ��l�f � rG Date Name and Tme d Oltrter {e.q.. - poe, Notary personally appeared- Name(s) of S •ergs) %_--vonrsonally known to me — OR to be the personk whose named s' afe subscribed to the within instrument and acknowlgdged to me that-tieD/th" executed the same it rM601their authorized capacity(iee), and that by LAM A. NELSON --hsQe heir signatures} on the instrument the person(i C*Trr `M0 1066243 or the entity upon behalf of which the personts) acted, No oy QRAACC—CoC� executed the instrument. My Ccrm1. E)r,*a A123,19W WITNESS my -hand and official seal. d Notary PTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: 7eq Number of Pages: Signer(s) Other Than Named Above: c:� Capacity(ies) Claimed by Signer(s) Signer's Name: AJL4tE (3"Cktj ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian r Conservator"ChU,50�Other: Signer Is Representing: Signer's Name: Individual Corporate Officer Title(s): Partner —❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: 0 19% Na*xw Notary Amciarion • 82M PmTww Ave.. PO. Box 7W • Canoga Park. CA 91309.7184 Prat. No. 5907 Reorder. Can TdFFree 14M476.5n? CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Owner Participation Agreement dated September 23, 1997 from THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH a public body corporate and politic to — Mohammed and Adel Zeidan is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency adopted June 20, 1983 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: December 15, 1997 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK By. eputy Clerk IT01oPhonr. 7 f 453&55227) EXHIBIT D Recording Requested by and When Recorded Return to: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 ATT: Connie Brockway, Clerk f,ERTIRCATE OF SOMPLETION FOR CONSTRUCTION AND DEVELOPMENT WHEREAS, Mohammed and Adel Zeidan (collectively, the "Owner") is the owner of certain real property situated in the City of Huntington Beach, California described in Attachment 1 which is attached hereto, made a part hereof and is incorporated herein by this reference, and has agreed to construct certain improvements thereon (the "Improvements"); and WHEREAS, pursuant to the Owner Participation Agreement ("OPA") entered into by and between the Owner and the Redevelopment Agency of the City of Huntington Beach (the "Agency"), the Agency has agreed to furnish Owner with a Certificate of Completion (the "Certificate") upon the completion of the construction and development of the Improvements, and such certificate is to be in such form as to permit it to be recorded in the Recorder's Office of Orange County; and WHEREAS, pursuant to the OPA the Certificate shall be conclusive determination of satisfactory completion of the construction and development of the Improvements as required by the OPA; and WHEREAS, the Agency has determined that the construction and development of the Improvements on the above described real property required by the OPA has been satisfactorily completed; and NOW THEREFORE, it is hereby acknowledged and agreed by the parties hereto that: 1. As provided in said OPA, the Agency does hereby certify that the construction and development of the Improvements has been fully satisfactorily performed and completed as required Pagel of 3 by the OPA and that the Owner has fully complied with the terms of the OPA with respect to such construction and development. 2. This Certificate pertains solely to the real property described in Attachment 1. 3. Except as may be expressly and specifically provided to the contrary in the OPA, the issuance and recordation of this Certificate shall not modify in any way the provisions of the OPA and all such provisions shall survive the issuance of this Certificate by the Agency and the recordation thereof. Page 2 of 3 IN WITNESS WHEREOF, the Agency has executed this Certificate this _ day of _ , 199. ATTEST: Agency Clerk APPROVED AS TO FORM: Agency Special Counsel APPROVED AS TO FORM: Agency General Counsel City Attorney Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Its: SUBMITTED BY: Director of Economic Development Participant: Mohammed Zeidan Adel Zeidan Page 3 of 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of t/1� County of 0!TL"RZ On )�1 1 before me, Gc et A d,pnt If 0j� c, Gale Name &V Tdb of Omer te.q..'Jam Doe. Notary Pud-0 personally appeared personally known to me-n sis be the person whose nameW&am subscribed to the within instrument and acknowledged to me that &e. sheAli" executed the same in(ni 7hef{}Fteir authorized capacity(ies), and that by is signature(4on the instrument the person(*, or the entity upon behalf of which the person(s) acted, u URA �'� NELSON or 2 executed the instrument. • Notm Pu4ttc - Cawfornia ORANGE COUN Y Comm. Erpk*s,fut 2V9W WITNESS my hand and official seal. OPTIONAL Though the information below is not required by taw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and nea8achment of this form to another document. Description of Attached Document Title or Type of Document: Vknuv_P4hCc rfT i COU4, L;-nt .%Sk cc ".- Document Date: t01 & cl, Number, of Pages: Signer(s) Other Than Named Above: =D ,-*- -P- _ _ Capacity(ies) Claimed by Signer(s) Signer's Name: 9. ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator Other: tkeL a r e e-r S 6-n Signer Is Representing: .- Top at 1humn here Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ' ❑ Trustee ❑ Guardian or Conservator . _ ❑ Other: Top of inumb here j Signer Is Representing: O 1995 Natrond NotaryAsweLalrorr • 8238 Re"vW Ave-. PO. Boa 7184 • Canoga Perk. CA 91 ]09-7184 Prod. No. 5907 Reorder. Ca ToIFFres 1-800.876-6827 ATTACHMENT I LEGAL DESCRIPTION (TO BE SUPPLIED) Lots 26 and 28 of Block 103, Map of Huntington Bench, in the City of Huntington Beach, ;County of Orange, State of California as ahown on a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the County Recorder of acid County. ti EXHIBIT E INSURANCE REQUIREIvENTS 1. Insurance Policies. (a) ' General Liability -Insurance. Comprehensive or commercial general liability insurance, including supplementary coverage of Blanket Contractual Liability (specifically including the Participant's indemnity obligations under this Agreement), Broad Form Property Damage, Personal Injury Liability with the "employee" and "contractual" exclusions deleted, Product and Completed Operations Liability, Fire Legal Liability, Business Automobile Bodily Injury and Property Damage Liability extending to owned, non -owned and hired vehicles of the Participant or its general contractor used in performance of any of the Participant's obligations hereunder, amended as necessary to comply with Governmental Requirements. Such coverage shall insure on an occurrence basis against claims for "personal injury" and "property damage". including but not Iimined to bodily injury, death or property damage occurring upon. in or about the Site, including construction and staging areas, or any adjoining sidewalk, street, passageway or property. Such coverage shall take effect and afford protection immediately upon execution of this Agreement. Such policy shall have an initial minimum coverage limit per occurrence of not less than SI,000,000 with respect to personal injury or death to any one or more persons or damage to property (i.e. combined single limit), and taffy a deductible per occurrence of not more Than S (b) Builder; s Risk Insurance. Throughout the course of the redevelopment of the Site, coverage of the type now known as builder's completed value risk insurance, as delineated on an All Risk Builder's Risk 100% Value Non -Reporting Form. Such insurance shall insure against direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground, hazards. flood, vandalism, malicious mischief, glass breakage and such other causes as are covered by such form of insurance. Such policy shall include (i) an endorsement for broad form property damage, breach of warranty. demolition costs and debris removal, (ii) a "Replacement Cost Endorsement" in amount sufficient to prevent the Participant from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by Agency (iii) an endorsement to include coverage for budgeted soft costs. The replacement cost coverage shall be for work performed and equipment, supplies and materials furnished to the Site or any adjoining sidewalks, streets and passageways, or to any bonded warehouse for storage pending incorporation into the work, without deduction for physical depreciation and with a deductible not.excecding S per occurrence. (c) Workers Compensation insurance. Worker's compensation insurance. to be carried by -the Participant and all its general contractors, subcontractors and consultants. in an amount and form sufficient to meet all applicable governmental requirements, and employer's EXHIBIT E Pa -Cc 1 of 4 liability coverage to a limit of not less than S1,000,000, with respect to personal injury or death to any one or more persons or damage to property. Such policies shall cover all persons providing labor or services to or on behalf of the Participant, its general contractor, subcontractors or consultants and all risks to such persons arising out of construction, ownership, use, occupancy, repair or maintenance of the Site entry onto the Site. 2. Requirements Regarding Insurance. Each Insurance Policy set forth in this Exhibit E shall: (a) Be in form and substance as is then standard in California for policies of like coverage; (b) Be issued by insurance carriers qualified and licensed to engage in the insurance business in the State of California and having a current Policyholders Management and Financial Size Category Rating of not less than "A X" according to k M. Best's insurance Reports Kev Rating Guide or if such rating system shall cease, then of recognized financial responsibility approved by Agency in writing; (c) Provide coverage on an occurrence basis, except for the errors and omissions Insurance Policies; (d) Provide that the Insurance Policy cannot be canceled, suspended, lapsed or modified upon less than 33bdays! prior written notice by registered or certified mail to the Participant and the Agency; (c) With respect to the Insurance Politics described in I(a) and (b) hereinabove, (i) name the Agency and the Cite and their respective officials, commissioners, directors, officers and employees as additional loss payee or as additional insureds, as their interests appear, (ii) provide that the coverage thereof is primary and non-contributory coverage with respect to all additional insureds, (M) contain a Standard Cross Liability endorsement providing that the insurance applies separately to each insured against whom a claim is filed, and that the policy covers claims or suits by one insured against the other, and (iv) provide that the interests and protections of the additional insureds shall not be affected by any misrepresentation, act or omission of a named insured or any breach by a named insured of any provision in the policy which would otherwisc result in forfeiture or reduction of coverage; (f) With respect to the Insurance Policy described in 1(c) hereinabove, contain either (i) a waiver by tltc insurer of the right of subrogation against Agency and the City and their respective board members, commissioners, directors, officers, employees, agents and representatives or (6) a statement that the insurance shall not be invalidated should any insured waive in writing its right of recovery or right of subrogation prior to occurrence of a loss covered EXHIBIT E Page 2 of 4 by the Insurance Policy; (g) With respect to the Insurance Policy described in Section l (e) hereinabove, contain the right to an assignment of statutory lien for the benefit of and upon request of Agency. (h) All policies of insurance provided for in this Article shall provide for loss hereunder (i) to be adjusted by and payable to the Participant with respect to any particular casualty resulting in damage or destruction not exceeding S50.000 in the aggregate or (ii) with respect to any particular casualty resulting in damage or destruction exceeding S50,000 in the aggregate, to be adjusted jointly by Agency and the Participant, and payable to a mutually acceptable trustee. Such proceeds shall be disbursed by such trustee to the Participant to be used to repair such damage or destruction in the manner set forth in this Agreement. In the event that the Participant and/or the Participant's general contractor shall procure All Risk Insurance for the Site, the Participant and/or its general contractor shall adhere to the requirements set forth in Sections 2(d), (e), and (0 hereinabove with respect to the All Risk policy.. 3. Delivery of Insurance Policies. Amer delivery of each initial Insurance Policy, not less than 30 days prior to the expiration date of each Insurance Policy required under this Exhibit E, the Participant shall deliver to the Agency: (a) a complete certified copy of each such Insurance Policy or renewal or replacement Insurance Policy, pro}ided, however, that if the insurance carrier agrees in writing to provide such certified copy to the Agency upon request, delivery of a certificate of insurance shall be sufficient for purposes of this clause (a); (b) satisfactory evidence of payment of the premium therefor; and (c) a certificate of the insurance broker or agent in form reasonably satisfactory to Agency, stating the identity of all carriers, identity of named and additional insureds, type of coverage, description of all endorsements, policy limits, deductibles, subrogation waiver, other essential policy terms (e.g. full replacement coverage, tail periods, etc.) and a statement of noncancellation. If the Participant has not protivided Agency vtith the foregoing proof of coverage and payment within ten (10) business days after receipt of%vritten request therefor, the requesting party may, in addition to any other available remedy, without obligation and without further inquiry as to whether such insurance is actually in force, obtain such an Insurance Policy and the Participant shall reimburse the requesting party for the.eost thereof upon demand. 4. ' Co -Insurer Liability. a - Ifon account of the Participant's failure to comply with the provisions of this Exhibit E; Agency is adjudged to be a co-insurer by an insurance carrier, then any loss or damage it shall sustain by reason thereof shall be borne by the Participant and the Participant shall immediately. pay the same upon receipt of written demand therefor and evidence of such loss or damage. - EXHIBIT E ' Page 3 of 4 S. No Limit on Liability. Agency makes no representation that the limits of liability specified for the jnsurance Policies to be carried pursuant to this Exhibit E are adequate to protect the Participant against its undertakings under this Agreement, or to protect any general contractor, architects. engineers or other consultant -against their respective undertakings. In no event shall,the limits of any coverage maintained or caused to be maintained by the Participant limit the Participant's liability under this Agreement or limit the liability of any general contractor, architect, engineer or other consultants under their respective contracts, warranties, guarantees and indemnities, Agency shall not be limited to the amount of the insurance premium not paid in the proof of any damages any of them may claim against the Participant or any other person arising out of or by reason of failure of the Participant, any general contractor, architects, engineers or other consultants to provide and keep in force the Insurance Policies required by this Exhibit E; but Agency shall instead be entitled to recover the full amount of damages available. EXHIBIT E Page 4 of 4 �ZAY, 1996 COUNCIL ACTION ATTACHMENT #2 Council/Agency Meeting Held: De?"e!r&0t-_6g�ti 'sled to: � 4 �.r� ..C.i • Approved ❑ C nd ; natty Anarn',1P Denied L�yu City Clerks Sioiature Council Meeting Date: May 20. 990 Department [D Number. CD 96-30 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBT41ITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: r%l1CHAEL T. UBERUAGA, City Adm� Istrat / PREPARED SY: MELANIE S. FALCON, Community Development Director SUBJECT: APPEAL TO THE PLANNING COMMISSION'S CONDITIONAL APPROVAL OF CONDITIONAL USE PERMIT NO. 95-84 WITH SPECIAL PERMITS I COASTAL DEVELOPMENT PERMIT NO. 95-25 I NEGATIVE DECLARATION NO.95-11 (STANDARD MARKET) 11A Statc—nnent of Issue. Funding Seuree. Recommended Action, A%ernanve AcGon(s). Analysis. Environmental Status. A:tachrnerl(s) 1,1 Statement of Issue: transmitted for your consideration is an appeal by Mayor Dave Sullivan to the Planning Commission's conditional approval of Conditional Use Permit No. 95-84 with Special Permits, Coastal Developm, an', Permit No. 95-25, and Negative Declaamticn No. G5-11. The applications represent a request to demolish an historic structure built in 1926 at 126 Main Street (former Standard f4arket) and construct a 9,475 square foot, ,::o-story commercial building with special permits for waivers from code required alley dedication, rear yard setback' and buiid-to tine on Main Street and on Walnut Avenue. The applicant also requests participation in the in -lieu parking fee program. The appeal is based on concern' relative to the approved special permits for reduced ground is -al and upper stay setbacks. The Planning Stall -Al is recommending app.c:-al of the rr Guest \':ith modifications that delete and/or modify the special permit requests that allow the building to encroach into required scibacks. Funding Source,-: Not applicable REQUEST FOR COUNCIL ACTION FETING DATE: May 20, 1996`.. DEPARTMENT ID NUMBER: CD 96-30 ecommended Actions: _. PLANNING COMMISSION RECOMMENDATION: iotion to: A. "Approve Negative Declaration No. 95-11 with Mitigation Measures (Attachment No. 1-1)," and B. "Uphold the Planning Commission's action by approving Conditional -Use Permit No.95-84 with Special Permits and Coastal Development Permit No.95-25 with findings and conditions of approval." (Attachment No. 2) 'lannina Commission Action on April 9. 1996 (See Attachment No. 11) "he Planning Commission discussed the project and suggested conditions of approval. F hree straw votes were taken regarding the special permits as follows: 1. A motion made by Livengood and seconded by Kerins was unanimously approved to require a 4.5 ft. alley dedication and grant a zero rear yard setback. f f 2. A motion made by Livengood and seconded by Tillotson was approved to accept the Walnut Avenue setback as proposed. (Kerins and Speaker no, Gorman absent) 3. A motion made by Livengood and seconded by Holden %-. as approved to accept the Nflain Street setback as proposed. (Kerins and Biddle no, Gorman absent) THE MOTION MADE BY LIVENGOOD, SECONDED BY KERINS, TO APPROVE CONDITIONAL USE PERNUT NO. 95-84 WITH SPECIAL PERMITS AND COASTAL DEVELOPMENT PERrAlT NO. 95-25 WITH FINDINGS AND CONDITIONS OF APPROVAL (ATTACHMENT NO. 2) CARRIED BY THE FOLLOVJiNG ROLL CALL VOTE: AYES: HOLDEN, LIVENGOOD, BIDDL E, TILLOTSON, KERINS, SPEAKER NOES: NONE ABSENT: GORMAN ABSTAIN: NONE M1iOTION PASSED cD9S-30.00c .2. 05/09/96 e:41 AM. ti REQUEST FOR COUNCIL ACTION MEETING DATE: May 20,1996 DEPARTMENT ID NUMBER: CD 96-30 B. PLANNING STAFF RECOMMENDATION: _ Motion to: A. "Approve Negative Declaration No. 95-11 with Mitigation (Attachment No. 10)," and B. "Overturn the Planning Commission's action by approving Conditional Use Permit No. 95-84 %vith one (1) Special Permit and Coastal Development Permit No. 95-25 with modifications, findings, and suggested conditions of approval." (Attachment No. 3) Alternative Action(s); The City Council may make the following alternative motions: Motion to: A. "Continue Conditional Use Permit No. 95-64 with Special Permits and Coastal Development Permit No. 95-25 and direct staff accordingly." B. `Deny Conditional Use Permit No. 95-84 with Special Permits and Coastal Development Permit No. 95-25 vrith findings' Analysis: A. PROJECT PROPOSAL_: ADDlicant: Richard A. Harlow 211-B Main Street ` Huntington Beach, CA 920648 Appellant: Mayor Dave Sullivan Property I Owner: Mohammed and Adel Zeidan, 301 17th Street, Huntington Beach, CA 9264B Location: - 126 Main, northeast corner of Main Street and Walnut Avenue ll C1395-30.Doc -3- 05/09196 8. : AM REQUEST FOR COUNCIL ACTION FETING DATE: May 20, 1996 DEPARTMENTID NUMBER: CD 96-30 Conditional Use Permit No. 95-84 and Coastal Development Permit No. 95-25•represent a request for the -following: , A. To construct a 9,475 square foot, two-story commercial building, within the coastal zone, consisting of approximately 4,584 square feet of restaurant area and 4,80.0 square feet of retail commercial area pursuant to Section 4.5.01 (b) of the Downtown Specific Plan (DTSP). B. To participate in the in -lieu parking fee program pursuant to Section 4.2.13 of the DTS P. SDecial Dermits are requested (also see Attachment Nos. 5, 6, 7) for the folloving: ISSUE SPECIAL PERr.,IT I ©TSP - • . • , DTSP SECTION _ REQUEST REQUIRE1.IE1�1T 1. I AVeY dedication 10 ft. 14.5 ft. dedicatio:l 1 4.5.OS 2. I Rear Nerd setback Mlle y) 1 0 ft. 1 minimum 3 it. 1 4.5.08 3. Main St. setback First ficor 2 ft. 5 ft. `bui!d-to Ene" 4.5.06 Szccnd floor 0 ft. 5 ft. "tuild-,o line" . is w:tract:l 4. %1-: a: ::: Ava. se a„7:: � Firs" Boor 1 5 fi. cr /.-cn. 1.►2 c` 5 ft. -v:J!d-.o l:ne" 4.5.07(b) bu4l...n2 c^./ 1\. SC Vr.. Ior reaY 12 c. • bu*..dir.c Second floor 5 It. 'bui.d.'o line" 3 ft. for frcnt 112 of ti buillldinc zn. 0 ft. - fcr rear 6:2 cc I The 5,675 square foe: ss:e is plresen:Iy cccup:::d by an 8.875 square foot vacant commercial building v:hich was cons:ru led in +S26 and is considered an historic'structure. The building had a fire in 19'0 and, due to fire da.-aage and seismic safety (structural) issues, has remained vacant since the. title. This Ziczag Vi'oderne design building will be derv-ofished, and'none c, its historic-f_a.u.,es v.ili i...n o,pereted into the proposed buildi; Io. Architectural desicq f.^.: tnr r:cpcsjs ~:: �• II•,•,•5 "�� MediZerran an theme establ;shed . in thIe .r.1,o:n De`v .cs. H!a'-- s ;4�vSMe sand on.stcco,tiIeroo , C.14 V class �:•:rdo;:•s and ba:: c.;;• e-:c:os;:�e� ..-s:`:cs'rc_�ss a: t^e irl:ersh:trcn cf !''if2f:au;/" -- �: � 'ter.--Ir. �t� r• r, e r REQUEST FOR COUNCIL ACTION MEETING DATE: May 20, 1996 DEPARTMENT ID NUMBER: CD 96-30 Avenue'and Main Street and the second floor balcony suggest possible locations for restaurant use which will be actually determined during the building leasing. B. PLANNING COMMISSION MEETING SUMMARY: On April 9, 1996, the Planning Commission acted to conditionally approve the project. During the public hearing two persons spoke in favor of the project. The project designer stated that based on building design and setback variations in the Downtown. he felt that the project conforms with the overall intent of the DTSP 'standards. He believed that conformance with staff recommendations and code requirements would create an unplersing design. The Commission conditionally approved the Conditional Use Permit with Special Permits and Coastal Development Permit and denied the Special Permit request for waiver of 4.5 feet dedication along the rear of the property. The Planning Commission agreed with the applicant's justification for the special permits. C. APPEAU On April 19, 1996, Mayor Sullivan appealed the Planning Commission's conditional approval of Conditional Use Permit No. 95-84 with Special Permits and Coastal Development Permit No. 95-25 �Atl&achrnert No. 1). The reason stated in the appeal is ;c allow the City Council to discuss the ground level and upper story setbacks along Main Street, Walnut Avenue, and the alley at 126 Main Street. D. STAFF ANALYSIS AND RECOlv4MENDATION: In the Planning Commission staff report (Attachment No. 6). special permits, historical significance, parking, and land use compatibility were discussed. This analysis focuses on the special 'p ermits since they are the primary reason for the appeal. ' The applicant requested four special permits fcr deviations to the Code. The Planning Commission approved the project with three of :he special permits which are discussed below: Z . Zero rear yard setback. The applicant requests that the minimum three ft. rear building setback be zero.. (The Planning Commission did not grant the special permit for waiver of alley dedication; therefore the special permit request equates to a zero ft. setback from the ultimate right-of-way.) ' The DTSP contains a minimum rear yard setback requirement for a number of reasons. First, it ensures that the walls. prcjec,ions, and openings of buildings cornply with buitdino and ire safety codes adcp e-d by he City. Second, the rear yard setback area bu`..c: s a building from alley activity andmav crovide extra space for vehicle clearance cos�.��.co= � eslo9rsc �:4: • REQUEST FOR COUNCIL ACTION MEETING DATE: May 20, '1996 DEPARTMENT ID NUMBER: CD 96-30 and trash collection. Third, it allows for architectural projections to make a building more aesthetically pleasing. This is especially important since the rear portion of the proposed building will be highly visible from Walnut Avenue and will project beyond the Pierside Pavilion facade out towards Walnut Avenue. .Staff recommends that the hew building comply with the DTSP rear yard setback measured from alley dedication as required by the DTSP. Compliance with the minimum three it. rear setback will be consistent with the rear yard setback provided for new construction in other appraoved projects within District 3. Granting a variance to the rear yard setback would be a grant of special privilege. 2. Two foot setback for the first floor and zero setback for the second floor facing Main Street in lieu of a five foot "build -to" line. The applicant states that the site plan provides for a four foot dedication along Main Street and a two foot. He believes this is consistent with the dedication and setback requirement along Main Street for Main -Pier Phase It (Coultrup). He also mentions in his letter of justification that the project includes a plaza at the intersection of Main Street and Walnut Avenue which provides open space that is not required of other buildings on Mbin Street. In reviewing the approved plans for Main -Pier Phase 11, which has not been constructed, there was a special permit approved for reduced front yard setbacks for four -buildings at 117-123 Main Street. However, conditions of approval in conjunction with the special permits require that the Main Street buildings be no more than 100 feet in depth while this project has a building depth of 109 feet- Also the ground level building facade is to be recessed two feet after dedication and the second floor be setback 20 feet. As shown below, the applicant's request is not consistent with Main Pier Phase 1t: ISSUE :.Y:�=:`::` �'��''" ' CODE:;?�'-, LIA1N-PIER PHASE It PROJECT:::. •':' `" '• =' REQUIREf4'EM COULTRUP PROPOSAL - First floor setback minimum 5 ft.'buitd. I 2 fit. 2 ft. to" line Second floor setback minimum 5 ft. 'build- y 20 ft 0 ft. to' line I Main St. dedication 14 feet 14 feet 14 feet Allowable building 101 feet 100 feet 109 feet depth - The DTSP requires a minimum of 540 sq. ft. of public open space on private property wthin the project. This open space area may be located on the ground floor or on upper levels designed and accessible for use by the general public. The plans depict 8S9 sq. ft. of open space, which varies in width from 2 it. to 8 it. However. the useable Portion of this open space is 659 sq. fit irc:uding an 111 sq. f,. ground floor privately__- CD9G-30.DOG f • e510919G 8:4, 04 REQUEST FOR COUNCIL ACTION MEETING DATE: May 20, 1996 DEPARTMENT ID NUMBER: CD 96-30 owned, public plaza area. Staff does not believe that this corner open space justifies granting of a special permit to encroach into the required front setback. The DTSP states parcels fronting Main Street must develop to a minimum "build -to line" five ft. from the property line to ensure that areas are accessible to the general public. These areas can be used for open air commercial such as outdoor market, outdoor dining, or art gallery. Open space provided on the second level may be used for outdoor dining. but remain accessible to the public. Compliance with the building setback requirement on Main Street ensures that intent and design concept of the Downtown Specific Plan is retained. It reduces the canyon effect along Main Street; provides additional view, light and air corridors; increases the pedestrian scale; and allows outdoor activity. Staff does not support the front setback as proposed, and recommends that the building comply with the "build -to' requirement and that the second floor balcony be setback behind the structural columns of the first floor. These modifications will provide sufficient space for outdoor activities and reduce the building bulk adjacent to the street. A r.ajority of new construction Downtown has provided upper story setbacks to !g* a the building relief and not over -:helm the pedestrians. Parking demand v:ill be reduced by the rpodification in building area and up to 400 sq. ft. of outdoor dining can be provided for a around floor. Construction tvtll then comply with the front setback requirement and have a second floor offset similar to the Main -Pier Phase 11 project vwhich requires a 20 it. setback for the second floor. 3. Five foot "build -to" line on Walnut Avenue to allow half of the building at the zero ft, setback and the remaining half at live feet setback for the first floor and a three ft. } setback for the second floor pursuant to Section 4.5.07(b) of the DTSP. The applicant states that the building design provides architectural variation with the offset building setback and that the aiiey/Walnut corner cutoff provides additional open space that is not otherwise required. Additional architectural variation can be achieved by maintaining the required 'build -to -line' five ft. from Walnut Avenue. In addition, compliance with the setback requirement affords additional outdoor activity area and enhances the street scene as viewed from both Walnut Avenue and Main Street. It will 11, also be consistent with the commercial building and parking structure across Walnut Avenue to the north. The corner cutoff at the alley is required pursuant to the Huntington Beach Zoning and Subdivision Ordinance. Staff is not opposed to the second floor setback for the deck, and recommends that the deck continue along the entire Walnut frontage. it should be pointed out that Precise Plan of Street Alignment No. 94-1 was approved by the City Council reducing the ultimate right-of-way to the existing 70 it. .width. Therefore, the applicant is_not required to dedicate an additional 10 ft. along the Walnut frontage and is able to incorporate this area is Ito the project. Encroachment into the required "build -to" area would be a grant t •' C095-10.130C -7- C)5109195 8:41 t ti V REQUEST FOR COUNCIL ACTION FETING DATE: May 20. 1996 DEPARTMENT ID NUMBER: CD 96-30 of special privilege and inconsistent with the setback on the opposite side of Walnut Avenue. " Staff does not support the project as proposed. The requested special permits do not comply with the recently adopted Downtown Specific Plan or provide greater benefits to the project and downtown area. These special permits create a building that is too intense for the site and results in a large and bulky building. The opportunity for outdoor dining is limited if the building is constructed as proposed. The City Council intended to maximize sidewalk and outdoor activity and provide greater pedestrian movement with the new village concept. The special permits conflict with this goal. The proposed building does not comply v.rith nevv development setbacks and alley dedication in DTSP District 3. A comparison of recent DTSP developments is attached to this report (Attachment No.10). Each of these developments comply with the rear yard setback requirement. The hf.ain Street setback varies in District 3; Main Pier Phase I (Pierside Pavillicn) project provides a 10 fit. setba'•c area along t'iain Street and the Main- Pier Phase 11 (Abdulmutti) project provides a 7 ft. setback area. Even though the &4ain- Pier Phase II Project (Coultrup) was granted a reduced Main Street setback for the first floor, the second floor building .all se:;,Gck is 20 ft. resulting in a maxirnu:a 100 ft. deep building. The proposed bu:,ding is 109:i. deep. Staff -i , ed -t=, • • c;difical• w ce ^ndfCr eliminate the special Sidi $U�Oi.S a re1l5_�,'i.?.O,_ . tfi.h rr:....i11..��iC:i$ t0 iC�.U�... G. ..�.. z r.^ ...� .1F.a ..,. ,:�: ,.^��.... ...,.11.1 delete the s� i' eq • permits. The r_..c::il.i ;1�,....I.,...�.ii..,G,.,r..s �.�...0 !a1 permit r_,;aess as they rel i i _. ^_i G:e .o building s- ec=:s and der -inn. The following matrix cc.mpa'es the appl..c ants special Fermi: requests and staff s modifications: SPECIAL PER1� 1T COD'r APPLICANT'S STfiFF'S ' REQUIRE_i•2 i;T REQUEST 610DIFICATION'S Rear yard setback I minimum 3 feat 10 feet 3 fees 11a:n St. setbacv Ground floor 5 feet'buKd-:o line' { 2 fee; 5 fee► Ucoer s:o:-ti• Ens-_ i 0 feet 15 feel. Walnut Ave. setback ' Front 112 building 5 feet'bL•lie1.-. UrIe" 5 feet first floor 5 feet first flocs ! 3 feet second ffcor 3 fee; second floor f+� Rear [12 of 1U[.d.nC J fceo' • V"U"'--•i3 lisle" .., 11 0 Ile• 5 feet first fIOCf 1 3 fee: second floor 'Ccmp'ir s V.4—. Code .artG.11 .,.:::......:.� _.�.. : .......... s ...,-;. rn....l.,..�:..,,: ;s �:re cc........ ..._ •e.l.,,...1.� se..r ..„.+ c.'1 CU%S-'=.L^.Z t- REQUEST FOR COUNCIL ACTION MEETING DATE: May 20, '1996 DEPARTMENT ID NUMBER: CD 96-30 alley VeXt 'i*DA r/ ram- v }fir $ld J. �cack vulicafi'c,�� P.L.. I1-1.5' _ r7M-3 TO t. E r1t,5'f r=P_ nVILP N4 r-�VYff*tr i : rF,Wt1D f:cLCOr- ?&JILVI tC-r AVER s' Z^S' nw ncof• f��lcrny I&fl- 'y LiAc 5' build-Ta Linz 1 Walrurl- AYC. 2N17 �MXY 5AQzr4"'f _V_:NC.90ACHiM6r INTO r' CD96.30.DOC 05/09196 8:41 AM REQUEST FOR COUNCIL ACTION MEETING DATE: May 20, 1996 DEPARTMENT ID NUMBER: CD 96-30 E. SUMMARY: Staff recommends approval of the project vrith modifications that delete and/or modify the special permit requests based upon the following: + The project layout with modifications vriil create a better development consistent with - the intent of the Downtown Specific Plan. - + The proposed project with modifications will reduce the canyon effect along Main Street and Walnut Avenue, provide additional view, fight, and air corridors, and improve the pedestrian scale of the building. . The proposed project with modifications will result in a building whose length is compatible vitth new construction in District 3. • Outdoor opportunities to encour2ge pedestrian activity will be provided. • The.proposed layout with modifications will provide a buffer from alley activity. • The proposed layout with modifications reduces the additional parking requirement for the site. Environmental Status: Prior to acting on the appeal, the City Council must review and act on Negative Declaration No. 95-11. Staff, in its initial study of the project, is recommending that the negative decla.aticn be approved with mitigation measures. Attachments - 1. 0--peal letter dated April ,o. ;cc6 . 2. Findings end Condiwo^s of Approval dated April 12. 1996, (Planning Commission 3. Findings end Condi:icns cl' Aprrovzl (Staff Recommendation) 4. Sitc plan. floor plans. and elevations dated January 17, 1995 5. Narrative 6. Special Permit Requests - First Floor 7. Special Permit Re ues's - cccond Floor B. Staff rep% t dated April a, i955 9. Se;back Ccrir2risc� 141Ccativc tic'^.:2..,a!x t i:o. C-5-1.1 l.-i:h Llddip'ion ( casures :t • < <. Ply rr•.ng Cc:::::::ss:%a :.'.:::::;s cased npril 9. 1G95 . C5.09155 9:41 1�7: Page 6 - Ccuncit/AS_.._, .-genda - 51201G6 (6) Recommended Action: A. Planning Commission Recommendation: Motion to: - 4: Approve-AtegarEve-0eclararror�-l�ca-95-f�-t'vith-1'.7itr'gattar�l',�easuresas " s-a€-{a�ih-ors-,�t�,ao�sr�-No-�-0f-the-,R�A�fatedS�2At9b; &d �: l�p�hok ar�r�irtg�am+ issror�'section--by-approving-GonditionaI Use-Permit-Mo-95-84-with-Special-Permits-and-Coastal-Development • F��wtit �ith-'�'r�din,�s--and�c3nditions-o�approYalas,s�t->ta�h 6n-At, achrnerat-llo-2-of-the-RCA-dated-5/20196: - S. Plannina Staff Recommendation: Motion to: 1. Approve Negative Declaration No. 95-11 with Mitigation ,Measures as set forth on Attachment No. 10 cf the RCA dated 5120196. Arid, 2. Overturn the Planning Commission's action by approving Conditional Use Permit No. S5-64 with one (1) Special Permit and Coastal Development Permit No. S5-25 vitth modifications, findings, and suggested conditions of approval as set forth on Attachment No. 3 of the RCA dated 5120195. j() As amended by language change (a) waiver of 4.5 foot alley dedication) to be a Finding of approval rather than denial (2) Add finding that a finding is also included that it is a blind alley with no through traffic -- 5-1 •- Green - NO Conditions of approval fo be amended by staff to accommodate City Council's motion on appeal-- 5-1-- Garofalo - NO] KEYSER I1IA RSTON ASSOCIATES INC. 500 .SOUT11 CRAND AVENUE, SUITE 1480 Los ANGELES, CALIEORNIA 90071 P"oNE: 2131622-8095 FA x: 2 ] 3/ 622 -5204 E-MAIL: KMALA@KMAINC.COM June 1, 1997 Mr. Greg Brown Development Specialist City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Greg: RECEIVED jUN 4 1997 pEpp,RTtAENT OF ECONOMIC DEVELOPI.1E4T AvvisORS cv. REAL ESTATE REDEVELOPMENT AFFORDABLE 114.lUS1NG ECONOMIC DEVELOPMENT FISCAL IMPACT INFRASTRUCTURE FINANCE VALUATIOV AND LITIGATION SUPrDRT Los ANGELES RIa(ARa L. Sam CALVIN E. HOLLIS, II KATIiLEEN H. HEAD SAN VIEW GERALD Xi. TRIMBLE ROBERT J. WETMORE PAUL C. MARRA SAN FRA.WISCO A. JERRY KEYSER TIMOTHY C. KELLY KATE EARLE FUNK DENISE E. CONLEY DESBIE M. KERN In accordance with your request, Keyser Marston Associates, Inc. (KMA) reviewed the various legal documents dictating the future development of the commercial property located at 126 Main Street (Site). The purpose of the KMA analysis is to assist the Huntington Beach Redevelopment Agency (Agency) in determining how much financial assistance to provide to the project, if any. BACKGROUND STATEMENT In an Owner Participation Agreement recorded May 12, 1989 (1989 Agreement), the Agency agreed to provide Mohammed and Adel Zeidan (Property Owner) with up to $146,125 in financial assistance related to the proposed rehabilitation of the existing 8,875 square foot building. The contingent sources of assistance were a $50,000 contribution from California Resorts and $33,625 to be funded from a proposed Agency sponsored rehabilitation grant program. Subsequent to executing the 1989 Agreement, California Resorts withdrew their offer to provide $50,000 in assistance to the project. In addition, over the course of the intervening period, the Property Owner revised the proposal to entail new construction rather than rehabilitation of the existing building. At this time, the Property Owner is requesting $146,800 in assistance related to demolishing the existing building and constructing a new project consisting of 9,475 square feet of gross building area. The purpose of the KMA analysis is to determine if the proposed project warrants Agency financial assistance. This analysis considers both the premium costs associated with new construction, and identifies the project components that can appropriately be assisted using the Agency's Property Tax Increment funds. Mr. Greg Brown June 1, 1997 Page 2 ANALYSIS KMA reviewed the 1989 Agreement, the proposed Owner Participation Agreement (1997 Agreement) and the approved Conditional Use Permit for the proposed new development. In addition, the Agency provided KMA with general cost information that was submitted by the Property Owner. The cost information indicates that the existing 8,875 square foot building could be rehabilitated to meet the City of Huntington Beach (City) building code standards at a lower direct construction cost than would be required for new construction. It is important to note, however, that KMA has not been provided with development plans or independently prepared construction cost estimates for the proposed project. As such, the KMA financial analysis relies on the information provided by the Agency and the Property Owner. Thus, the results should only be used to provide an order of magnitude estimate of the assistance warranted by the currently proposed project. The available information indicate that the new development alternative requires the Property Owner to incur higher costs than would be associated with rehabilitating the existing building. However, it must be considered that this alternative also enhances the project value. Thus, the KMA analysis quantifies the net cost or benefit to the Property Owner given the proposed new construction of a 9,475 square foot building. Given the conceptual nature of the currently proposed project, for the purposes of this analysis, KMA has assumed that the direct construction cost per square foot would not vary between the rehabilitation and new construction scenarios. However, the new project is 600 square feet larger than the existing building, and a cost adjustment has been made to reflect the increased project size. The costs and benefits are summarized in the following table. Explanatory footnotes follow the table on the subsequent page of this letter. Benefit/Cost Calculation Total Value Created by Additional $13,000 Net Operating Income Square Footage @ 9% Cap Rate $144,000 Construction Cost Increase' 600 sf x $651sf (39,000) Permits & Fees Costz 8,875 sf x $7.301sf (65,000) In -Lieu Parking Payment 6 spaces x $12,0001space (72,000) Demolition3 Allowance (50,000) Infrastructure Allowance _-(150,000) Net Cost _ _($232,000)_ KEYSER M A RSTON ASSOCIATES INC. Mr. Greg Brown June 1, 1997 Page 3 'includes all development costs including permits and fees costs. Estimate is based an information submitted by the Property Owner. 2Based on the permits and fees estimate' for the commercial component of the Third Block West Project. 3Cost estimate was based on information provided by the Agency. "Improvements include improvements to Main Street, Walnut Avenue and the alley. The cost information was provided by the Property Owner. As can be seen in the preceding table, the increase in project costs are estimated to out weigh the financial benefits by $232,000. Thus, the currently available information indicates that the Property Owner's request for $146,800 can be supported by the project economics. CONCLUSIONSIRECOMMENDATIONS In the executed 1989 Agreement, the Agency agreed to provide $146,125 in financial assistance to the Property Owner if the building was rehabilitated to meet the Agency and City requirements. Subsequently, the Property Owner, the City and the Agency have agreed to allow the existing building to be demolished and replaced with a new commercial structure. Thus, the issue currently facing the Agency, is whether or not the currently proposed project warrants an equivalent amount of assistance ($146,825) as was to be provided to the rehabilitation project. As discussed previously, KMA has not been provided with independent cost estimates for either the originally proposed rehabilitation project or the currently proposed new construction project. Thus, the financial analysis included in this letter is based solely on information submitted by the Agency and the Property Owner. However, based on the currently available information, it is the KMA conclusion that the provision of $146,825 in Agency financial assistance will not generate a windfall profit to the Property Owner. We appreciate this opportunity to be of assistance, and we are available to answer any questions that may arise. Yours very truly, KEYSER MARSTON ASSOCIATES, INC. Kathleen H. Head KEYSER M A RSTON ASSOCIATES INC. f Insurance Information :4.' -. i- Sep-I1-97 09:29A Weaver & Associates,Inc. SIB 445 3727 P.Ol t Weaver & Associates, Inc. INSURANCE AGENTS & BROKERS PHONE: 626446.6161 FAX: 626-445-3827 LICENSE #: 0231814 FAX TRANSMITTAL MEMO DATE: September 11, 1997 TO : The Redevelopment Agency of H.B. Greg ATIN , g Brown FAX It: 714-375-5087 FROM: Matt Weaver RE: J.A. Hill Corporation 126 Main Street Project # OF PAGES (INCLUDE COVER SHEET) ---------------------------------------- Dear Mr. Brown: Per our conversation, the Liability Insurance Market for General Contractors has gone into considerable turmoil over the last 6-12 months. This has been the result of legal climate regarding construction defect claims. Basically, the attorneys have developed a cottage industry sueinb contractors. Navigators Insurance Company is currently one of the primary markets writing General Contractors. We consider them a preferred market because they are: 1) Admitted Carrier; 2) Have a tract record of financial stability (see following Best Rating Guidc); 3) Will , meet special wording requirements, such as Additional Insured with Primary & Non -Contributory and Waiver of Subrogation (see following "sample certificate"); 4) They are competitively priced. Our experience with other Cities, Municipalities, Watcr Districts, etc. is that there is some leway for Insurance Company acceptance once they are at least an "A" rated carrier, le: the difference between an "A V1I" and an "A X" are often times considered negligible. If you should have any questions or need any additional information, please do not hesitate to phone our office.'Ilmnk you. Sincerely, Matt Weaver 711 W. Camino Real I P.O. Box 1508 I Arcadia, CA 91077-1508 Sep--11-97 09:19A Weaver 8 Associates,lnc. 818 445 3727 P.02 1997 BESTS KEY RATING GUIDE ` PROPERTY -CASUALTY EDITION ANNUAL STATEMENT DATA FOR YEARS 1992 • 1996 * , Current tw..an+t+e Rating t d, for Mtary ad Modifier V*%. s Y inr tii• as hkr 0.9d hrt Ow.a wit, "A Dar :MT+. f•* : S1iKt : Mw11 l.i„i TM ww ta-a Lwa .awl tlw Ittii a.kri IAf.ws rwwal� 11M 0"Nwntw:ww,r Opraa•t M SOW." bIu s,•ws laws a.trrs As,ws Its rraa tell! tMoln 7..r.a *AN* W~I.t .sell Mawr two hell hat a rsc n. I%? lot fill (WW1 (it (L1 (tit 00W1 (10101 t1mo? lill IWM ItMI (Sm% OIR AMI f WYl' T IIaU lrlillAliH COMMA-n' 1t 130 aa? no M.OM fit 41 Sol ?•600 I.No r" 6 rrf 11 t VIA M of in aaau aCn,Vvwl fiiu ai0 r1R-2 n fl Ha nr eln u. to KI If)f atfl L"I M VI -M 1t .1 in LO Irw 0 li*4 %*%Anv ♦r I / M? 04 fist -• • ... wee Vill 6714 oil 11 11 412 1)1 •le -11 670I st,..r 10 w r IM+sry.11it eSlUfauf • FSC III >s 1/ 17e 61 Ijal net Lraa WI .-• ... ... 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Ilat39'7020 oe 9041" wet I llael ANMq 1ylr� A•-0 QW21In72 A..Os100n% A• O U3419M A, O1/0{!M; A, Ot/11h1 t1 MTKII M0tUat M Id CO 1a 11 % oil I r ` 1M Ill III 1 all I 1 110 .9 N 1 ... UM wall. wwa.r, I" Iwo r IUwwrwlwf A-•r v nt "t 11 its --. ... tee 1 30 1 1 Ito •1 if S I DPW Now. *,.*M WO awl sole M fis "1 10/ iw imf all an "I ••• .•. gal a 1tl 1R iwtmow.M UG".1010 n 3s 319 Sit 13M II ••- "1 t11 oat VOID 113 14 IM If foe a as IHI•ells-4M+1 IscV1 two As" t00% 71 let me la 3 3111 Ill No %is to I m US to all Is atr w 7111s17361 Ratio[ tHtf,� A r, 06/o11f7; A-., O1/01/1i: A- r. O6r0'1115: A+ /, 06/10111; A- f. 12/11/fl afs leaatl Mil a1ra71 rorowsb t:trwter+tt/ A-r _ . ': - i •'' ill, V. ••lwsl.OrerAA,Miala•a .' t• •`:T :• lwrlroa�r.l.w.. CA Iml IV 'b Ma ... to LiN tl• Pig Me •.iri 1111 : '3a .M of -.,.42 TIr 410 • -'q .: � CA: Ms. 11":ArKy 1rt+r.w,r's ISC 111 411 • %11 Is taM $t Ma Ml 1,111 &Its +a Labe on ' M1'r ::.411 r 3" 1f0 93212Q41 RfMns Ilwlarr A•- a. "1211f7; t+s r. 0[/24M- s!a r. GIM/99' ,:: , • i1� kw 011160 NC 11011 01(%M WJTMIrROLA W tae+aw. Mwlw� awr.ast f:t all ... ... •. ••• }s tw M ... .. .. - l�,arrwwritRa..wr IaR•1 41 .. ... .... for .. • Iw tit 91 ••• •• •-- •-- . Ap"0 ww.P*.*.l ...' atE . ... •.. oil lit all ••• ... ... •.. ... wrist ta"wwr "If frw0:n.w.. 5f119 1S . . ... atl ... 1tt ff? Ns ... 2l ■ W : iu1 : MA4 AMKs ra:e,t-wt 11r,.v.w.t "c 1 M ... ... • .. ire • . • let 111 In a N fr) Of 1 f Ra;*q i11ft..7: hR.1 , Oti! 1 L/17, i1R-1 , 06/21I1i: MR+S , O7/p3nS; ItR$ . 07/1 ]N1; kit-S , 07/06/13 486 •-• (sill tl(xl 555 fir.Tr nr larou ftntgt... t991 Br:cr'c Kf.r RATwo Gtnne-PRarvtrr-CASUAl21 Sep-11-97 09s19A Weaver 8 Associatese.Inc. 818 445 3727 P.03 "FRATTItN2S CUR -GUIDE Q,BEST,$ ptes�en.,!. " owepar" iwttr fo mewasIts C InaBEEST'S FINANCIAL PERFORMANCE RATINGS (FPR) AM. Des[ as"typos of ratrtlg opaleons. Bests halloos liener scab) aro Bests Fr'ft (numerical scale) Both rating; irnolve a gttar►tf=v0 and qM-d111%* a wwtron at a caTipanyi snamca strength, nperatrrq performance and mrket prwilo. The arlaty- ars pr:tforrrR9 for aSieig e,rng a t3est s FPR rs not es rig%xrxrc pry d Ater am argnrnq a Rests Rating The FPR is assigned fo Sr+ra: or new Co" Wro" w*ch do not meet i4 alter# Mweired for it 5"A'S Rrtbre,g Gain feting irdrge nn overall oprraon or an msvrame cwr"rys aWlty to "Kcal as obtrgMws to poitc7hotders. For wiarteonaf information, refer to the Preface Secure Best's Ratings � Secure FPR Ratings A+aard A• ........................... Superior FPR 9 ..............................Very Strong Aand A— ........................... Excellent FPR a and 7 ............................. Strong B++"B+ .......................... very Good FPR I and 5 .............................. Good Vulnerable Beat's Ratings -- -- Vufnerable FPR Ralings Ban4 B. .............................. Fete FPR 4................................... Fair C++ and ce ........................... Marg(not FPR 3 ............................... War9tnaf C009 C— .............................. Weak /PR 2 .................................... Weak D............ ..........................Poor FPR 1.................................. Poor E .................. Under Tie9utollwy Superrhbn F............................... In Liquidation S...........................hating Suspended RATING MODIFIERS fta ng Modiltors aro added to Belem'% Noting%ern! b%mf% FPR, to k1.-rebty t-rxnpanw-t w1wAn *%Akr pd tMrnp are bmwet on ;1n rin.hal+On wq% 00-r iMtrrHs If"i's crs 0. P. 4. or to klontify labngs Hear are thedw ttr+r.rw and root be Wbirc1 to name 1prrrt re, m9a lmnrfirrr u). For aekMeorrsi information, r0vt to the Prelme. RaIfng Madfriam 0 - Group f - Pefresured p . Pooled u - Under Rsv1ow NOT RATED (NA) CATEGORIES Companies not assigned odhor a Dosfa Pating or FPA OVwi;ev,, are mmvw-d to cow of rwe Nil r:atcgonos Th0 Nri category ides flies Pre primary r :1son a ra*V ophbn was not ass;grrd the uw rivy"ry For itc"Norni inlprT,.1rron. rota 10 rho PVfaea HR-1 ........................... Insufficient Data MR-4 .......................... Coerepany Request HR-2 ..... Insufficfrrrrt Stre andW Open" Emiperience NR•5 ...................... Not Formally Follovred NA-3 ................ Aeffrog Procedure rnappicrrWe FINANCIAL SIZE CATEGORY JFSC) Assipmnd tta ail cvnp+rnMs and lateens their silo basod on Sleir C20 W. eurplers And wrodb ml r+ "w" fu" in ereilhQns cif US. aalterr.% vsrng tiro state be,!" For eM4onal infvrmatron, rotor to the Prrrface. FSC I Ieaw then 1 Me V 10 to 2s FSC tX 2S0 to Sao FSC X1e 1.2SO l0 19M Milt f Oa 2 FSC Vf 23 to b0 FSC X sw 1e r50 FSC My f,30C 10 2A00 Mill 2 W S FW VII SO to 100 PSC XI 7W to 1.M FSC XV greater than 2.000 FSC IV S to 10 FIC Via 100 to 2" FSC )M 1,000 In 1.2% Hoh �o Qtii BOOi900'�111otii t�rlca ba r:u ' • to use Ole Resti ins 1900I900 ph" +orrice you road a • Ch,ryex to Vv 000r900 owe services are — $2 95 per cd JuMh-tone ph9fw The 1 tSurer'S AMD or PAIC IdenttfIca- plleea� tntMiorerd drupes for lair of tfre tbftemv- So 95 for news. fbn putedm is ate toWced These IderttifirAlkn trumt" i4.95 roe Pests rtwfts aril f1995 to awh Sms Congry can be obta'"W via B"iLk w. noWt Those dra yes ya su*a to deangw. • An rating actions are putiisf>rd for best's FWng moo ire law • 1Xal 000 424 ULS I ve OW-S55 BEST ro asps% Do Beat sv!ev mini b" and co p4`1c roro0sp of e,al.r9v) FUar4 desr9e a^d tr,tomated pleone . mCe, M you want a rAX oonl'enrafe,om of kyle, r+aw InWV% vrp p**%W in PestWeek' lour weokfy newsfonot) 111ioV(s) ym) m7h at hrm lcrr FAX dumber at hand. T1w 9W and Hru. A%;peeliv (rar lino" m4atrre). A tw�0uhale any quo+ cal well to 1rMA 10 your crC' A =d Teo WD call will bo tt8W to kxd oiler! to Beraa3rre srrvam 0e2" C;e,t err Customer See vice ynro F"--. drrperirnorel at 9OR-419-2700. emit. 5742. Bssfi patine are pmrWory and may not be reproduced nrlthout permistlon. CXXM 1~IVI"r • Thr irnrrarrrr a,r,erenmie;.w Snare Coppola? p }ern eft •.rA. MM tew++�rtc Inc. Sop-11-97 09:20A Woa,vor 8 Associatos,lnc. BIB 445 3727 P.04 Fill, THIS CERTIFICATE IS ISSUED AS A MiATTER OF INFORMATION avrr & As$aciates,Tl�c. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE I1OLDER. THIS CERTIFICATE DOES NOT AAIll EXTEND OR W. Camlao Real (91007) ALTER THE COVERAGE AFF01l BY THE POLICIES BELOW. P.O. But 1508 COMPANIES AFLOADING CON6RAiiIc Arcadia, CA 91077-1508 coupw„ A Navigators insurance Company IIDIIRfD COMPAW J.A. Hill Corporation a Golden Eagle Ins. Corp. 33" E. Foothill Blvd. Suite #330 COWA , c Pasadena, CA 91107 COYAAMY KMR D T;4 I9 TO CERTIFY THAT THE POLICIES OF &SURANCE LISTED BELOW HAVE BEEN ISSUEO TO THE PIMIl NAMED ABOVE FOR THE POLICY PEFIIOI? Pi). NOTWITHSTANDING ANY REOUTREMEFIT. TEFW.IA OR C0140MOM OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE WAY BE IMED OR MAY PERTAIN, THE 04URANCE AFFORDED BY THE POLICIES DESCRIBED HCFWEIN IS SUB.;ECT TO ALL THE TEFIAAS. EACLUSOU AND CONNT0.4 OF SUCH P+OLICFES. ill SHOWN MAY HAVE I EH Fill BY PAID CtAIAAS. La i[O1I�1RAM PCYMURIPOucr t IM POUCT EXPIMTON OATI pIMADTIl DAix QMMWffI UnITt1 A °I"I"A` IMMK ` TO FOLLOW ' • ` A ?1 t� GENERAL AOOREOAIL PROMCM II COIMK CAL iXIMAAL LIAAILTTY v CLANS UAW cij OCCUR , • COiI. KPSOkk A ADY KJUOY { OQ 000 : o OWNEWS i CONTRACTO" PAOT i Z ILA ` *•S FACA4 fT CIARME . Goa FIREDAAIA(�4Urypewirq : SU�Q ...�_... �tCDE7ap A ory on s AUT00011 .s LIAANIiT 1 coMe�Dsv+ctE�rrrt t ArrTr AUTO 4 .'.... . ALL OWI+ED AUTOS SCHIDULEDAUTO3 9VODr_Y NJIURY >ti UFAM AUTOS \\ NONOIATMD AU= rpovcRTY OAIAAM 6 aA+AAac Mail AUTO ONLY . EA AdCbENr OT►+E R TlIAN AUTO OWT: M '::: �� _ ,.."..•ice _ ANT AUTO EACMACCOENT = 6 AGGREGATE 9XIMLIAI♦ M I EA040C7L17RAkNCC {UMBRELLA FORM ZZ I I ACCXCATF t DTW R rAM LWNELLA FORM T► B No~ xirLOWtilM'LYCMUTi NWC-41917}d1 01/01/97 0t/a119a L11FIi.W LR � ELEACHACCENT ■.a..:.w� >f ! _ THE FFK PRIET Pd PTCL EL O W A3[ - I►oL1C; 111 9 sAATTNER3lE�iCUTIK OFFICERDAW, X EXCL ELDIWAX-CAEMVLQ+KE r I +• QOOOQO Old i I OEACAri10N OP OPfJMT10wWI.oW ITILAD Rr: JU Main Strut. Hustlil l Resc11. CA CERTIFICATE HOLDER AND MOIIAMMFM & ADF.L ZF.IDAN ARE NAMED AS ADDITIONAL INSUREDS PER COMPANY FORM. PRIMARY Ec NON-CONTRIBUTORY INSURANCE. AND WAIVER +�i�• iYxx`wsa�r:=z:n_...:. �':� ��-:.';:GLIit ...._A'����N`�����.�41! 3C'.�1� WOULD ANT OF WIIF "*YE 140CMIO POLlpEP EIE CA MUZII KFOW YK Tbc Rtdcvftmnt ARell of [ANMUM FATE TUENEOfi THE OVAN COtlPANT WILL SaRR 19 WA the City of Hentingion IkKk _�. gave W ftrrEN NOTICE TO THE CEArACAN MOUMA WOW To THE LEPWi ww MaiR StlreN Hiodation 8wca, CA 92W s>isTsrneTSRrA�nls�ca�euA�elxTFwt;xaaa�cx�. A>.s.n�wrl�c � ttRaP+ICIINTArnE Sap-11-97 09:20A Woavor 8 Associatas.inc. 818 445 3727 P.05 u TiCe Notes Office of the City CCer(z Huntington Beach, CaCfornia N • 89-2535Z 2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntin ton Beach, CA 92648 ATTN: �lirC 3rockkol" eler& ) RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY. CAUFOF;:41A 2:30MAY 12 1989 ? EXEMPT CeZZ, O- C74 2.4%ECORDER C4 (Space above for Recorder's Use) REDEVELOPMENT AGENCY OF -THE CITY OF-HUNTIP:GTON BEACH COMMERCIAL REHABILITATION PROGRAM OWNER PARTICIPATION AGREEMENT THIS AGREEMENT is entered into on this 6YA day of FCAr#Aarr Y ,' 1989 by and between the CITY OF HUNTINGTON BEACH REDEVELOPMENT AGENCY ("Agency") and MOHAMMED and ADEL ZEIDAN ("Participant"). The Agency and the Participant agree as follows: I. [§1001 SUBJECT OF AGREEMENT A. [§101] Purpose of the Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (the "Redevelopment Plan") for the Main -Pier Project Area ("Project Area") by providing for the rehabilitation and improvement of a portion of the Project Area as described herein. The rehabilitation and improvement of said portion of the Project Area pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the best interests of the City of Huntington Beach ("City") and the welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. This Agreement furthers meeting the need to rehabilitate and revitalize commercial properties within the Project Area. B. [§1021 The Plan This Agreement is subject to the provisions of the Redevelopment Plan which was approved and adopted by the City Council of the City of Huntington Beach by Ordinance No. 2634. This docunent is solely for the official business of the City of Huntington Bcieob+ ai s Code plated under Cavern Sec. 6103 and should be recorde$ free of charge. w , � • Y 89r 253522 C. 1§1031 The Site The Site consists of a parcel of real property located within the Project Area shown on the Development Site Map attached hereto as Exhibit "A", and incorporated herein by this reference. The Site is currently improved with a commercial building and business operation called Standard Market, with appurtenant parking facilities. The Site is commonly known as 126 Main Street, Huntington Beach, California. D. [§104} Parties to the Agreement 1. [§105] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California. The principal office of the Agency is located at 2000 Main Street, Huntington Beach, California 92648. "Agency", as used in this Agreement, includes any assignee or successor to its rights, powers and responsibilities. 2. [§1061 The Partici ant The Participant is the owner of fee simple title in and to the Site. Whenever the term "Participant" is used herein such term shall include assignees and successors in interest to the Participant. The principal office of the Participant is Located at 18382 Patterson Lane, #1, Huntington Beach, California 92646. II. [§200] AGENCY FINANCIAL ASSISTANCE A. , [§2011 Agency Grant_ to Participant Subject to the Conditions Precedent to the disbursement of Agency Financial Assistance as set forth in Section 202, and as an incentive for Participant to rehabilitate and redevelop the Site and to maintain the entire Site in accordance with the Covenants to be recorded pursuant to this Agreement, which are attached hereto as Exhibit "B" and fully incorporated by this reference, and in consideration thereof, the Agency agrees to grant the Participant an amount not to exceed $112,500 to finance the construction and completion of the Improvements (as that term is defined in Section 301) to the Site (the "Agency Financial Assistance"). 12/05/88 1513n/2460/04 -2- 89-253522 The Agency Financial Assistance shall be disbursed as follows. The first $50,000 of the Agency Financial Assistance shall be disbursed by the Agency to the Participant in periodic payments during the progress and course of construction of the Improvements through an escrow account as released and arranged by the Agency. $50,000 shall be disbursed in the same manner from the Agency to the Participant but only if the Agency receives payment of $50,000 from California Resorts. The Agency has no obligation to disburse this additional $50,000 of the Agency Financial Assistance to the Participant unless and until California Resorts makes a payment of $50,000 to the Agency. An additional $12,500 shall be disbursed at completion of construction of the Improvements provided that the cost of construction of the Improvements requires the additional $12,500; but only after the Agency receives payment of $12,500 from California Resorts. The Agency Financial Assistance is and shall be limited to the actual cost of the Improvements to the Site and the approved Plans and in no event shall such Agency Financial Assistance exceed $112,500. The amount of the Agency Financial Assistance is the maximum funds available from the Agency to the Participant for rehabilitation of the Site and may be authorized for payment to the Participant so long as the costs are incurred and attributable to the Improvements included in the approved Plans. The Participant may cause improvement to the Site at a cost in excess of the Agency Financial Assistance, but Participant acknowledges and agrees any and all excess costs shall be borne solely by the Participant. However, in the event a Commercial Rehabilitation Grant Program is approved by the City Council, additional Agency Financial Assistance in an amount not to exceed $33,625 may be provided by the Agency. B. 162021 Conditions Precedent Prior to and as conditions to the release and payment of the Agency Financial Assistance or any portions thereof, the Participant shall complete each of the following: (1) Participant shall remedy, cure and bring up to Uniform Code requirements all violations of the Huntington Beach Municipal Code, Uniform Building Code, Uniform Housing Code, Uniform Fire Code, and other Uniform Codes adopted by the City and applicable to the Site, including meeting current seismic standards for the existing building and improvements on the Site, provided, however, that the parking requirement for the existing commercial development shall be deemed met; and 12/05/88 1513n/2460/04 -3- A U ?- 89--253522 (2) Participant shall obtain all necessary permits, allow inspection of the Site, and proceed to final inspection in completing the work required by subdivision (1) above and said Code compliance shall be verified through Site inspections by the Agency staff or their designees; and (3) Participant shall have any contract for the construction of the Improvements approved by the Agency prior to execution of such contract by the Participant and its contractor; and (4) Participant shall permit a true copy of this executed Agreement to be recorded with the Official Records of the County of Orange; and (5) Participant shall obtain Agency approval of all Plans; and (6) Participant shall obtain or have taken all actions precedent to issuance of the building permits and other permits required by local or state law for the construction of the Improvements; and - (7) Participant shall not be in material default under this Agreement. (8) Participant shall sell or cause to be sold to California Resorts Inc., a California corporation, that certain real property owned by Participant commonly known as 115 Third Street, Huntington Beach, California. The foregoing items numbered (1) through (8) above collectively are the Conditions Precedent to Agency financial Assistance. C. [§203] Compliance_ with Law i.Participant shall comply with all local, state and federal laws relating to the uses of or condition of any and all improvements on the Site, whether said improvements were constructed as part of the Commercial Rehabilitation Program, and this Agreement, or as now existing at the Site, or as later constructed by Participant or its lessees or agents. by granting permits (Participant acknowledges that, g for. ,commercial rehabilitation, the'Agency is not approving, condoiiing;'lor accepting any building or structural conditions, Improvements, or modifications which may exist, lawfully or 12/05/88 1513n/2460/04 -4- 89 2535ZZ unlawfully, on any parcel of property within the Project Area, nor is the Agency approving or condoning or accepting as legal and/or accurate the location of any property line or lot configuration. All existing and future improvements and/or construction, including, but not limited to, any and all exterior and interior alterations are the liability and responsibility of the Participant. III. IMPROVEMENT OF THE SITE A. [§301] Construction of Improvements The Improvements to be constructed by Participant and to be financed by Agency in accordance with the provisions of Section 201, consist solely of structural and aesthetic improvements necessary to rehabilitate the exterior of the existing commercial square footage on the Site. All other improvements, including but not limited to expansion of commercial square footage, tenant improvements or interior improvements do not constitute Improvements under this Agreement and shall be the sole responsibility of Participant. Expansion of commercial square footage on the Site (i.e. the addition of a second floor) shall be subject to Agency approval. In the event that Participant enters into a written contract(s) for construction of the Improvements, such contracts shall be submitted by the Participant to the Agency for its review and approval which approval shall not be unreasonably withheld. If any submitted contract has not been approved or denied by the Agency within fifteen (15) working days of submittal, it shall be deemed approved. The Participant agrees to complete the Improvements as promptly as practicable and in no event later than 180 days after issuance of building permits. The Participant agrees that the construction and installation of the Improvements will be in accordance with all the provisions of this Agreement. B. [§302] Plans for Improvements The Agency shall prepare, or in its sole discretion, approve architectural, landscape and construction drawings ("Plans") for the Improvements to the Site. The Plans shall be made available to the Participant. Any plans for the expansion of commercial square footage on the Site shall be subject to Agency approval. 12/05/88 1513n/2460/04 -5- 89-253522 C. (§303] Planning Approvals The Participant shall cause the construction of the Improvements in compliance with all zoning, planning, and design review requirements of the City of Huntington Beach, the Huntington Beach Municipal Code, the Redevelopment Plan, and other requirements under the law. D. I§304] Access to Pro ert Representatives and employees of the Agency and the City of Huntington Beach shall have the right of access to the Property, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, without limitation, the inspection of the work in the construction of the Improvements. E. (6305] Maintenance The Participant shall maintain the Site and all improvements thereon, including the Improvements to be completed pursuant to this Agreement, in compliance with the Plans, the design scheme, reasonable commercial maintenance standards, the Redevelopment Plan, and all applicable provisions of the Huntington Beach Municipal Code until the expiration of the Redevelopment Plan. The maintenance required under this Agreement shall include, without limitation: landscape maintenance to maintain a healthy, natural, clean appearance and safe road conditions and visibility; clean-up maintenance, including sweeping, watering down and keeping the exterior of the Site free of litter, dirt, trash, debris, or other matter which Site is unsafe or unsightly; exterior upkeep, including painting, touch-up, roof repair, window washing, and maintenance of signage on the Site in compliance with the City's Planned Sign Program. Agency agrees to notify Participant in writing if the condition of the Site or the Improvements does not meet with the Agency's maintenance standards and requirements. If after fifteen (15) days from the date written notice of improper maintenance is mailed, Participant fails to remedy, correct, or commence to cure the maintenance problem, then the Agency or!its designee may perform such maintenance. Participant agrees the Agency or its designee has full and complete access to the Site to perform such maintenance during business hours or at other reasonable times. Participant acknowledges and agrees it is and shall be solely liable and responsible for any and all costs accrued in gaining proper maintenance of the Site and/or Improvements shall be paid by Participant within fifteen (15) days after a written itemization of said incurred costs is mailed to the Participant by the Agency. If Participant fails to pay said billed costs 12/05/88 1513n/2460/04 -6- 89-253522 of maintenance, then Participant agrees and acknowledges that a lien for said monies shall be recorded against the Site by the Agency. Participant agrees to be liable for any and all attorneys' fees and other costs incurred in collecting said maintenance expenses. IV. [5400] USE OF THE SITE A. [§401] Uses The Participant covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that the Participant, such successors and such assignees, shall devote the Site to the uses specified in the Redevelopment Plan and this Agreement for the periods of time specified therein. All uses conducted on the site shall conform to all applicable provisions of the Huntington Beach Municipal and Ordinance Codes. The Participant further covenants not to use the site for residential or manufacturing purposes and not to allow operation of any type of arcade on the site. The foregoing covenants shall run with the land. The Participant shall maintain the Site and all improvements thereon, including'the subject Improvements, in compliance with the terms of the Redevelopment Plan and with all applicable provisions of the Huntington Beach Municipal Code until the expiration date of the Redevelopment Plan and as said expiration date may be extended by proper amendment to the Redevelopment Plan. The Participant covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, .age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: I , f II 12/05/88 1513n/2460/04 -7- • t� 69-253522 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or 12/05/88 1513n/2460/04 -8- v & �9-2535ZZ any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City, and any successor in interest to the Site or any part thereof. The covenants, contained in this Agreement shall remain in effect until the termination date of the Redevelopment Plan. The covenants against racial discrimination shall remain in effect in perpetuity. V. [§500] DEFAULTS AND REMEDIES A. (§501] Defaults - General Failure or delay by either party to perform any covenant, condition, or provision of this Agreement to be observed or performed by such party within the time provided herein constitutes a default under this Agreement. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the times of default. The defaulting party shall immediately commence to cure such default and shall complete such cure within thirty (30) days from the date of the notice or such longer period if the nature of the default is such that more than thirty (30) days is required to cure such default. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 12/os/sa 1513n/2460/04 -9- 89-253522 B. [§502] Legal Actions 1. [§503] Institution of Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange State of California, in an appropriate municipal court in that County, or in the Federal District Court for the Central District of California. 2. [§504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [§505] Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency or the City, service of process on the Agency shall be made by personal service upon the Secretary of the Agency, and on the City by personal service upon the City Clerk, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency or the City against the Participant, service of process on the Participant shall be made in such manner as may be provided by law, whether made within or without the State of California. C. [§506] Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative,:and the exercise by either party of one or more of such rights Ior remedies shall not preclude the exercise by it, at the same'time°or different times, or any other rights or remedies for thesame default or any other default by the other party. t D. [§507] Conflicts of Interest i.i No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate{in'any decision relating to the Agreement which affects his:persbnal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of 12/05/88 1513n/2460/04 -10- 89--253522 the Agency shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Participant or successor or on any obligations under the terms of this Agreement. E. [6508] Non -liability of Officials and Employees of the Commission No member, official or employee of the Agency or the City shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or its successors, or on any obligations under the terms of this Agreement. VI. [§6b0] SPECIAL PROVISIONS A. [§601] Agency Cooperation The Agency agrees to cooperate with the Participant to achieve the timely implementation of the redevelopment undertakings set forth in this Agreement; provided that the Agency shall not be required thereby to incur costs or liabilities, and further provided that the Agency shall retain its governmental power and discretion as provided for in the Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) and the Redevelopment Plan. B. [§602] Future Redevelopment Activities The Participant and the Agency hereby agree that the performance by either of the parties hereto of any of the obligations hereunder shall not prevent either party from implementing or participating in any future redevelopment programs, whether voluntary or mandatory, with respect to the Site. C. [§603] Communications Between The Parties' Formal notices, demands and communications given under the Agreement shall be in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. In the event of a change of the mailing address of either party, written notice to the other party shall be given within five (5) days of the change. 12/05/88 2513n/2460/04 -11- 89-253522 D. [§604] Planned Sign Program Participant shall comply with the City's "Planned Sign Program" and shall insert in any and all leases relating to the Site that any and all lessees of the Site shall comply with the "Planned Sign Program." E. [§605] Successive Owners The Improvements to be constructed on the Site touch and concern the Site, and inure to the benefit of any and all present or successive owners of the Site. Therefore, whenever the word "Participant" is used herein, it shall include the owner as of date of execution of this Agreement, and any and all successive owner(s) or assign(s) of the Site, and the provisions hereof are expressly binding upon all such successive owners and assigns, and the parties agree all such provisions shall run with the land. F. [§606] Notice to Lessees of Participant After execution of this Agreement, Participant agrees it will immediately notify all present lessees of the Site of Participant, if any, of the rights, obligations and requirements of this Agreement which may in any manner affect such lessees. In addition, Participant agrees that in any and all renewed or new lease agreements for the Site to which Participant is a party, Participant agrees to include provisions therein that said lessees will comply with this Agreement, particularly the Planned Sign Program and the Maintenance Provisions contained in Section 305 herein. C. [§607] Waiver Failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The aggrieved party shall give written notice of the default to the party in default. The defaulting party must immediately commence to cure, correct, or remedy such default, and shall complete such cure, correction or remedy with reasonable and due diligence, and during such period of curing shall not be in default. The waiver by one party of the performance of any covenant,.condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise hereunder. The exercise of any remedy shall not preclude the exercise of other remedies,Agency or Participant may have at law or at equity. 12/05/88 1513n/2460/04 -12- 89-253522 H. [§608] Modification This Agreement may be modified only by subsequent mutual written agreement executed by Participant and Agency. I. [§609] Attorney's Fees In the event of litigation arising out of any breach of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorney's fees. J. [§6101 Indemnification and Insurance During the period of construction of the Improvements to the Site, and until such time as Agency notifies Participant -in writing that the construction of the Improvements is completed, Participant hereby agrees to protect, defend, indemnify and hold and save harmless, the City of Huntington Beach and the Agency, and all their officers, employees and agents against any and all liability, claims, judgments, costs and demands, however caused, including those resulting from death or injury to Participant's employees and damage to property, arising directly or indirectly out of the obligations herein undertaken by Participant, or out of the operations conducted by Participant, including those arising from the passive concurrent negligence of the City or Agency, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of the City or Agency. Participant will conduct all defense at its sole cost and expense. Any costs of defense or attorneys' fees incurred by the City or Agency in enforcing this obligation will be reimbursed to the City or Agency by Participant or may be awarded to the City or Agency by a court of competent jurisdiction as costs pursuant to California Code of Civil Procedure Section 1021. The Participant acknowledges and agrees the Agency makes no representations or warranties concerning the condition or quality of,the Plans, or the Improvements to be completed by the Participant or its contractor, if any. The Participant knowingly waives and releases the Agency and.the'City of Huntington Beach and their officers, agents and employees for any interruptions, delays, or claims of whateverinature concerning the day-to-day operation of the Site and the occupants and businesses thereon due to construction of the Improvements and any work connected with the Site. 12/05/88 1513n/2460/04 -13- 89-253522 Participant shall provide at its own cost or cause to be provided and keep in full force and effect during this Agreement workers' compensation and employers' liability insurance coverage in an amount of not less than $500,000 bodily injury by accident, each accident, $500,000 bodily injury by disease each employee, $1,000,000 bodily injury by disease, policy limit, as approved by the City Attorney. Participant shall provide proof of insurance to Agency in certificate form or other form issued by the Participant's liability carrier and in such form satisfactory to the Agency. Certificates of insurance shall provide for a thirty (30) day written notice of cancellation of any coverage to Agency. VII. 1§7001 ENTIRE AGREEMENT, WAIVERS This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 14 and Exhibits "A" and "B" which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Participant, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Participant. 04/24/89 1513n/2460/04 -14- STATE OF CALIFORNiA� =- 89-253522 COUNTY OF ORANGE ) On��, r 19r before me, a Notary Public of the State of Pr �N jS-� P� , known to me California, perso lly appeared to be the Chairman, and Connie Brockway, known to me to be the Clerk, of the Redevelopment Agency of the City of Huntington Beach and known to me to be the persons who executed the within instrument on behalf of said public agency and acknowledged to me that such public agency executed the same. ' f o OFFICIAL SEAL BETTE BARILLA f& Notary Pub1iG-Ca1HDM1a ORANGE COUNTY My CMm, Eq. Jan. B. t930 (lndividuai( STATE OF CALIFORNIA C COMMONWEALTH LAM' TITLE INSt1EAN[E COM/ANY Orr t:1=rW0ftLj ��iore me,-Tfk�M AS L--6^&S14ft,-3 FN pereoaallyappeamd_ Mi 14 M M F� EI D.�N >{AS �+a hFublic E( Dd for AB State,. . (krowo to rne) (or proved to me on the basis of satWaetory evidence) to be the person L whose name C wb.-W to the within inatrurtlent and acknowledged that -1+C11 executed the ea WITNI ES a�nrdd and offs SQ"' tore };+V lu'l ,"J iMW L SAGSH�AW, !L norwnt�tc-ucro�n,t uwlrcc oasrtr Of OWN% Ewes aw L IM Form 3213 (GA t24Z 89-253522 i r IN WITNESS WHEREOF, the Agency and the Participant have signed this Agreement on the respective dates set forth below. ::U• %s , 190 ATTEST: Agency Seei-etrn� ,� THE CITY OF HUNTINGTON BEACH REDEVELOPMENT AGENCY r Y I t s ,�,r•g PARTICIPANT IF 19 MOHAMMED ZEIDAN Approved as to Form: Agency Specia .o nsel Approved as to Form: ZZLI-'o zz� /;z A2-- gency Gen al Counsel City Attorney /�DEL ZEIDAN 12/05/88 1513n/2460/04 :21&15 Qj SMENT B rnc� W ASSESFA $9-253522 14 m ic L C G Q 1 I I 15 Q 16 , o l r�. . IJrlS�• AP-* 1st--Q HW Y CA MS 1MlAP WAS PREPARED F. V q -j,(oq4 tGOu►rTy ASSESSOR DEPT..1Pi US A.CLIRt CY NOR AMV-f 'FOR OTHER USES. RUT TO t ALL R1,''HTS RESERVED. . tGMP4C4iT ORANGE COUNT 6.49AC V Q EXHIBIT "B" COVENANTS 89-2535?2 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) } Huntington Beach Redevelopment Agency ) 2000 Hain Street } Huntington Beach, California 92648 ) Attn (.'an�ria �ro� u3y1 G'j`rK ) Space above for Recorder's Use WHEREAS, MOHAMMED ZEIDAN and ADEL ZEIDAN, (the "Covenantor"), and the HUNTINGTON BEACH REDEVELOPMENT AGENCY (the "Agency") have entered into a certain Owner Participation Agreement dated a,#�+, 191 (the "Agreement", a copy of which is on file with the Agency at its offices and which is incorporated herein by reference) pursuant to which the Covenantor has agreed to subject certain real property belonging to the Covenantor (which property is referred to herein as the "Affected Property," and is described in the "Legal Description of the Affected Property," which is attached hereto as Exhibit No. 1 and incorporated herein) to certain covenants; and WHEREAS, the enforcement of said covenants will ensure proper implementation of the Redevelopment Plan for the Main -Pier Project Area approved by Ordinance No. of the City Council of the City of Huntington Beach (the "Redevelopment Plan"), and will, therefore, benefit the Covenantor, the City of Huntington Beach (the "Covenantee"), and the property owners located within the Project Area affected by the Redevelopment Plan; and WHEREAS, the Covenantor and the Agency desire and intend that these Covenants shall be enforceable by the Agency to the greatest extent allowable by law; and WHEREAS, the Community Redevelopment Law (California Health & Safety Code Section 33000, et sue.) provides that a redevelopment agency shall establish covenants running with the land in furtherance of the redevelopment plan; NOW, THEREFORE, the Covenantor agrees and covenants as followse 1. Covenantor agrees for itself, and its successors and assigns, and every successor in interest to the Affected Property, or any part thereof that the Covenantor, and such successors and assigns shall: (a) Devote the Affected Property to those uses permitted by the Redevelopment Plan (which covenant shall run with the land); 22/05/88 EXHIBIT "B" 1513n/2460/04 Page 1 of 2 v U = 69-3352 (b) Maintain the Affected Property and all the improvements thereon in compliance with the terms of the Redevelopment Plan and with all applicable provisions of the Huntington Beach Municipal Code and in conformity with commercial maintenance standards within the County of Orange. (c) Not unlawfully discriminate against or segregate any person or group of persons on account of race, color, origin, sex, marital status, national origin, religion or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Covenantor itself or any person claiming under or through the grantee, establish or permit any such unlawful practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees, or vendees in the premises herein conveyed. All deeds, leases, or contracts for the sale, lease, sublease or other transfer of the Affected Property shall contain such non-discrimination provisions. The foregoing covenant shall run with the land. Z. Agreements and covenants contained herein shall be covenants running with the land and shall, in any event, and without regard to technical classification or designation, legal or otherwise, except only as otherwise specifically provided in the Agreement, be binding, to the fullest extent permitted by law and in equity with the benefit and in favor of, and enforceable by, the Agency and its successors and assigns against the Covenantor, its successors and assigns and every successor in interest to the Affected Property, or any part thereof or any interest therein. 3. The agreements and covenants contained herein pertaining to the uses and maintenance of the Affected Property shall remain in effect from the date hereto until the expiration date of the Redevelopment Plan as said expiration date may be extended by proper amendment to the Redevelopment Plan. Covenants regarding discrimination shall remain in effect in perpetuity. "COVENANTOR" . yyyjyt����-u Mohammed Zeidan ro /Adel Zeidan 12/05/88 EXHIBIT "B" 1513n/2460/04 Page 2 of 2 OWNER PARTICIPATION AGREEMENT ' 89-2 5352,_4 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On December 21 , 1988 before me, the undersigned, a Notary Public in and for said State, personally appeared MOHAMMED ZEI DAN , personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same. WITNESS my hand and official seal. OFFICIAL SEAL ELEANOR J SMITH NOTARY PUBLIC - CAUFORNIA OR MGE COMM tR71 =mm. expires MAY 11, 1991 STATE OF CALIFORNIA ORANGE ) ) ss. COUNTY OF ) `ELEANOR J. SMITH On December 21 1988 before me, the undersigned, a Notary Public in and for said State, personally appeared ADEL ZE IDAN personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same. WITNESS my hand and official seal. A OFFICIL TH ELEANOR F 0 aNIA HOTAVUSLIC - CALI ORixGE�esTM 11. 1991 .r- t�Y oomm. eI? 12/05/88 1513n/2460/04 ELEANOR J. SM7 • 89- 253522 - : Lots 26 and 2B of Block 103, Map of Huntington Beach, In the City of Huntington Beach, County of Orange, State of California as shown an a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the County Recorder of said County. 12/05/88 EXHIBIT NO. 1 1513n/2460/04 OF EXHIBIT "B" .y ' V CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK June 2, 1989 Mohammed & Adel Zeidan 126 Main Street Huntington Beach, CA 92648 CALIFORNIA 92648 Enclosed is a recorded copy of the Owner Participation Agreement for property within the Main -Pier Redevelopment Project Area. Connie Brockway, CMC City Clerk CB:bt Enc. (Telephone. 714-536-5227) REQUEST FC REDEVELOPMENT aENCY ACTION RH 89-34 Date April 17, 1989 Honorable Chairman and Redevelopment Agency Members Submitted to: Paul E. Cook, Executive Directorv_v— Submitted by: Douglas N. La Belle, Deputy City Administrator/Ecomonic Developme Prepared by: OWNER PARTICIPATION AGREEMENT BETWEEN REDEVELOPMENT AGENCY Subject: OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN Consistent with Council Policy? ( l Yes )1 New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Sour STATEMENT OF ISSUE: Alternative Actions, Attachments: % 19Aff V - CITY rDLEItK y I On February 6, 1989, the Agency approved authoriz-a-fion fo execute a-ff Uwne Participation Agreement between the Redevelopment Agency of the City of Huntington Beach and Mohammed and Adel Zeidan. Inadvertently incorporated within that OPA is the City's General Liability Insurance requirement as outlined in Resolution No. 5835. RECOMMENDATION: Authorize Agency Chairman and Agency Clerk to execute the Owner Participation Agreement between the Redevelopment Agency of the City of Huntington Beach and Mohammed and Adel Zeidan, with the General Liability insurance requirements waived. ANALYSIS: On February 6, 1989, the Redevelopment Agency entered into an Owner Participation Agreement with Mohammed and Adel Zeidan. The agreement provides that as an incentive to the property owners to rehabilitate the building located at 126 Main Street, the Redevelopment Agency will provide a rehabilitation grant in the maximum amount of $83,625 for the actual cost of the facade improvements. This agreement in no way exposes the City/Agency to risk or liability by means of providing a facade rehabilitation grant. Of course the general contractor that manages the construction of the facade improvements will be required to have all the necessary insurance coverage, but that will be covered in a contract by and between the Zeidan's and the general contractor with no connection to the City/Agency. FUNDING SOURCE: None required as a result of this action. ATTACHMENT: 1. OPA DLB/KBB: jar '�j 4-04737r V PIO/1 /85 REOI '6T FOR CITY COU IL/ _d REDEVEL M�IAl AGPISIC; ION RH 88-77 AI PROVED BY CITY COUNCIL February 6, 1989 Submitted to: Honorable Chair 1-8,gencv M mbers 'ErrY CLERK Submitted by: Paul Cook, Executive Director Prepared by: Douglas La Belle, Deputy City Administrator/Economic Developme Subject: OWNER PARTICIPATION AGREEMENT BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND MOHAMMED AND ADEL ZEIDAN Consistent with Council Policy? Yes (] New Policy or Exception &S • 1* Rej. At Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: .0 STATEMENT OF ISSUE: Transmitted for the Redevelopment Agency's consideration is an Owner Participation Agreement with Mohammed and Adel Zeidan which will provide for the rehabilitation and improvement of property located within the "northeast portion" of the California Resorts Development Plan. Also attached are resolutions which provides for the execution of the Owner Participation Agreement. RECOMMENDATION: 1) Adopt City Council Resolution No.S,99/ and Redevelopment Agency Resolution No. An, authorizing execution of an Owner Participation Agreement. ANALYSIS: On June 27, 1988, the Redevelopment Agency entered into a second amended Disposition and Development Agreement with California Resorts (Developers Phase I). The agreement provides that the developer will acquire all parcels within the "Project Area," generally defined as the block bounded by Main Street, Walnut Avenue, Third Street, and PCH. The inclusion of the "northeast portion" along the Main Street edge of the development site is optional and requires authorization by existing property owners. The property owners who are the subject of the proposed Owner Participation Agreement (Zeidan) have agreed to sell their property located at 115 Third Street, and the property at the corner of Main Street and Walnut Avenue will be retained- and rehabilitated. As an incentive to the property owner to rehabilitate this site, the Redevelopment Agency is proposing to provide a rehabilitation grant in the maximum amount of $50,000, for the actual cost of the improvements. Improvements will be subject to design approval of the Redevelopment Agency. The property owner will be required to meet current building code and seismic standards for the existing building and any improvements. Further, the parking requirements will be deemed to be met for the existing commercial development only. Any increased space developed will require additional parking solutions. 4Jy i .. ;}3At333a PIO 4/84 U U The Owner Participation Agreement requires that the property owner maintain the site and all improvements in accordance with reasonable commercial maintenance standards and further agrees that the site shall be devoted to uses specified in the Redevelopment Plan and in the agreement. Residential use is specifically prohibited. The rehabilitation of this property is in keeping with the development proposal included within the second amended Disposition and Development Agreement with California Resorts. California Resorts has agreed to provide an additional $62,500 for rehabilitation of the Zeidan property, bringing the total rehabilitation budget to $112,500. The proposed agreement further states that in the event a commercial rehabilitation grant program is approved for the second block rehabilitation demonstration project, additional rehabilitation funds to be provided will be increased to the level approved for the second block. Based on current projections, this would require an additional $33,625 bringing the total Agency expenditure to $83,625. In the event this subsequent action occurs, we will request an additional appropriation of funds. FUNDING ,5QURCE• The proposed agreement requires an expenditure not to exceed $83,625 by the Redevelopment Agency. The source of funding is Acct. #812631. AUACHMENT: 1) Resolutions 2) Site Map 3) Owner Participation Agreement PEC/DLB:lp 4228h A mww A .�I 16 6.49AC. ASSESSMENT BELO* i SURFACE J 14 � �(U v 6 4(o Elp 15 S., y wl s 24 AVENUE $ 27 25 6 7 8 23 21 /3 /.. v t A0 9 8 7 6 5 4 2/ I i { 15 16 BAH H. 73 2F• APB ��-Ise--off HWY. A A J K usL.-To.-Z ,c:A CA TF11S MAP WAS PREPARED FOR C Q �� �� COUPJTY AS`ESSOR DEPT. PURN TI'r F:Sr`OR -S t:0 GU* ITS ACCUR„CY t;Uk ASSUMES A -FOR OTHER USES. ROT TO BE RI hLL RIGhTS RESERVED. OCOPYRIGHT OW4GE COUNTY A IF ► %�