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Home My WebLink AboutPLC CO. - 1998-07-20 Hod �N mLc—, oz A • ��' T% Ic rrPkfu.�a. Ljas p/�'!G. September 24, 1998 e"'w Mr. Mike Dolder, Assistant City Administrator and Fire Chief i�,7 !31'ockwA-yc,fr 1,icK 2000 Main Street Huntington Beach, CA 92648 Subject: Holly Seacliff Infrastructure Bond Dear Mike: Pursuant to the action taken by the City Council on July 20, 1998 consenting to the sale of Tract 14660 (Belmont), enclosed please find a faithful performance bond in the amount of $11,236,461.00. The bond amount is based on the following formula: Total estimated cost of water capital facilities $12,700,000 Less reservoir site acquisition payment (1,463.539) Balance $11,236,461 As we discussed, we agree to execute a performance agreement including a schedule of completion for the items secured by this bond. Staff is working to provide further clarification regarding requirements for provision of a water well. Once this information is available, and as specific contracts are let, we would like to review the bonding requirements for additional reductions. Thank you for your assistance with this matter. Very truly yours, William D. Holman Planning & Government Relations Enclosure cc: Ray Silver, City Administrator Robert Beardsley, Public Works Director Gail Hutton, City Attorney Melanie Fallon, Community Development Director PLC Land Company 23 Corporate Plaza,Suite 250 714.721.9777 Telephone Newport Beach,California 92660 714.729. 1214 Facsimile BOND NO. 3SM 915 944 00 • PREW $89,891.00 2 yrs. FAITHFUL PERFORMANCE BOND WHEREAS,the City Council of the City of Huntington Beach, State of California, and PLC, a California General Partnership (hereinafter designated as "principal")have entered into an agreement known as Development Agreement No. 90-1 dated November 5, 1990 whereby principal agrees to install and complete designated public improvements identified as Holly Seacliff Infrastructure, including a nine million gallon water reservoir, booster station and water well, is hereby referred to and made a part hereof;and WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement. Now,therefor, we, the principal and American Motorists Insurance Company,as surety, are held and firmly bound unto the City of Huntington Beach,hereinafter called"City",the penal sum of Eleven Million,Two Hundred Thirty Six Thousand, Four Hundred Sixty One and no/100 ($11,236,461.00) lawful money of the United States,for the payment of which sum well and truly to be made,we bind ourselves, our heirs, successors,executors and administrators,jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bounded principal,his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenant, condition and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part,to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless "City", its officers, agents and employees, as therein stipulated,then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees incurred by"City"in successfully enforcing such obligation, all to be taxed as costs and included in any judgement rendered. The surety hereby stipulates and agrees that no charge.extension of time. alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond. and it does hereby waive notice of any change, extension of time.alteration or addition to the terms of the agreement or to the work or to the specifications. In witness whereof,this instrument has been duly executed by the principal and surety above named.on September 22, 19 98 PLC, a California General Partnership . as Principal gy SEE ATTACHED SIGNATURE PAGE . 1 • By American Moto sts Insurance Company as Suety ay ffilam. J. Shupper, Attorney In Fact ey 2 1 PLC,A CALIFORNIA GENERAL PARTNERSHIP, BY: PLC HOLDINGS,A California general partnership its general partner BY: PACLACO, INC.,A California corporation, its general partner BY: NAME: CPRAAAAA 3 S TITLE: vim ff1&AirkA-1d- BY: NAME: ('_�It�STo9NtEQ. 6�c+�fiS TITLE: State of California County of Los Angeles On 51 I(: h `J before me, C. Clarkson, Notary Public. . NAME,TITLE OF OFFICER personally appeared William J. Shupper NAME OF SIGNER ■Personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon t. Gom000000000000 C. 0000CLA ON E nst ulf of which the person(s) acted, executed the R COMM.#1154439 S : NOTARY PUBLIC-CALIFORNIA S 2 V. LOS ANGELES COUN1Y 2 WITNESS my hand and official seal. o° My Comm.F-Virec SepL 5,2001 0 ooe000�m000000d0000seoae� oasoee0000e°O � , (SIGNATURE OF NOTAR OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL Bond(s) ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ® ATTORNEY-IN-FACT TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) American Motorists Insurance Company SIGNER OTHER THAN NAMED ABOVE STATE OF CALIFORNIA ) ) Ss COUNTY OF ORANGE ) ON �3 BEFORE ME, Roberta M. Kern A NOTARY PUBLIC IN-AND FOR SAID STATE, PERSONALLY APPEARED Graham Jonos AND Christopher_G. Gibbs PERSONALLY KNOWN TO ME( E}RICE) TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES, AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON BEHALF OF WHICH THE PERSONS ACTED, EXECUTED THE INSTRUMENT. WITNESS HAND SIGNATUR MY PRINCIPAL PLACE OF BUSINESS IS NOTARY PUIBLId IN AND FOR SAID S ATE 1N COUNTY Roberta M. Kern 67 (NAME PRINTED) MY COMMISSION EXPIRES T J ROBERTA M. KERN '! COMM. 01119189 Zq STATE OF CALIFORNIA ) NOTAORANGE COUNTY CALIFORNIA ) SS *my Comm.Explree Dec.8,2000 COUNTY OF ORANGE ) r, ON BEFORE ME, A NOTARY PUBLIC IN AND FOR SAID STATE, PERSONALLY APPEARED AND PERSONALLY KNOWN TO ME(OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE) TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES, AND THAT BY THEJR SIGNATURES ON THE INSTRUMENT THE PERSONS, OR THE ENTITY UPON BEHALF OF WHICH THE PERSONS ACTED, EXECUTED THE INSTRUMENT. WITNESS MY HAND SIGNATURE MY PRINCIPAL PLACE OF BUSINESS IS NOTARY PUBLIC IN AND FOR SAID STATE IN COUNTY (NAME PRINTED) MY COMMISSION EXPIRES 8075 .� r u City of Huntington Beach 10 2000 MAIN STREET CALIFORNIA92648 OFFICE OF THE CITY ADMINISTRATOR September 24, 1998 Mr. William D. Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, CA 92660 Re: Commitment to Enter Into an Agreement Between the City of Huntington Beach and PLC Land Company for Implementing Development Agreement No. 1990-1 Regarding the Edwards Street Reservoir, Pump Station, and Water Well. Dear Bill: The City Council's July 20, 1998, action requires PLC Land Company to post a bond in the amount of$11,236,461. You have posted a bond in that amount. However, to be truly effective, the bond needs to reference a description of the projects and a time line for completion. We sent you an agreement, Attachment 1, which provided the necessary specificity. In a September 23, 1998, conference phone call between Chris Gibbs, Graham Jones, yourself, and myself, and a September 23, 1998, meeting in my office between Graham Jones, yourself and myself, you said that you wanted an opportunity to refine the agreement before signing. In the mean time, you needed to close the transaction to sell Tract 14660. 1 recognized your need, and in a step of good faith, I issued the September 24, 1998, letter (Attachment 2) authorizing you to sell Tract 14660. None the less, we have agreed that you will enter into an agreement, similar to Attachment 1, within 30 days, and that you will issue a substitute bond that references the agreement. At a minimum, the agreement needs to set forth a fixed schedule with times certain to design and construct a 9 million gallon water reservoir, booster pump, transmission lines, and water well. The agreement should also include opportunities to reduce the bond amount when construction contracts are consummated and 50% completion. Telephone (714) 536-5202 September 24, 1998 • • Re:Commitment to Enter Into an Agreement Between the City of Huntington Beach and PLC Land Company for Implementing Development Agreement No. 1990-1 Regarding the Edwards Street Reservoir, Pump Station, and Water Well. Page 2of2 Your signature below indicates your agreement to the above process. Sincerely, C/, Michael P. Dolder Acting Assistant City Administrator/Fire Chief Attachments It is so agreed qLg4a� William D. Holman Date PLC Land Company a v' �-'• ��£ 'w,.�`j� Y tea-�" �-°`� � � Y .r yS,A' *�-3 r'��''� �, ' ,�'� AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND PLC, A CALIFORNIA GENERAL PARTNERSHIP IMPLEMENTING DEVELOPMENT.AGREEMENT NO. 1990-1 REGARDING THE EDWARDS STREET RESERVOIR, PUMP STATION AND WELL TABLE OF CONTENTS Section Page 1 The Improvements......................................................................................................2 2 Guarantee....................................................................................................................3 3 Improvement Plan Warranty.......................................................................................3 4 No Waiver by City......................................................................................................3 5 Costs............................................................................................................................3 6 Improvement Security.................................................................................................4 7 Indemnification, Defense, Hold Harmless.................................................................5 8 Insurance.....................................................................................................................5 9 Non-Performance and Costs.......................................................................................7 10 Assignment................................................................................................................8 SF-98Agree:PLC-998 09/23/98-#2 AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND PLC, A CALIFORNIA GENERAL PARTNERSHIP, IMPLEMENTING DEVELOPMENT AGREEMENT NO. 1990-1 REGARDING THE EDWARDS STREET RESERVOIR, . PUMP STATION AND WELL THIS AGREEMENT is entered into this day of , 1998, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as `CITY," and PLC, a California general partnership, hereinafter referred to as `DEVELOPER." RECITALS WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (the "DA")by and between the City of Huntington Beach, a municipal corporation("City"), and Pacific Coast Homes, a California corporation, and Garfield Partners, a California corporation, was recorded in the Official Records of Orange County, California as Document No. 90-599766; and Portions of the property subject to the DA (the "Property") were thereafter sold to PLC, a California general partnership (hereinafter, "Developer"), and to MS Vickers II, L.L.C., a Delaware limited liability company along with an assignment of the rights, duties and obligations under the Agreement; and Developer wished to sell a portion of the Property known as Tract 14660,to Shea- Vickers Residential, L.L.C.,hereinafter referred to as the"Buyer"; and 1 SF-98Agree:PLC-998 09/23/98-#3 Section 2.2.5(b) of the DA requires DEVELOPER to design, acquire the land for and construct a nine million gallon water storage reservoir, associated booster station, water well and transmission lines (collectively,the"Improvements"); and As a condition of approving the sale of a portion of the Property to Buyer, on July 20, 1998,the CITY required that DEVELOPER post a performance bond in the amount of Eleven Million Two Hundred Forty Thousand Dollars ($11,240,000.00)representing the estimated costs of the Improvements; and DEVELOPER and CITY desire to enter into an agreement to schedule performance of Improvements; to agree to complete the Improvements as herein provided; to execute and deliver to CITY bonds for the faithful performance of the Improvements; to execute and deliver to CITY bonds for the payment of all labor and material in connection with the construction of the Improvements; and to guarantee and warranty the Improvements for a period of one (1)year following completion and acceptance thereof by the CITY against any defect in Improvements or labor done, or defective materials furnished; and NOW, THEREFORE, in consideration of the promises and agreements of the parties as herein set forth,the parties agree as follows: 1. THE IMPROVEMENTS DEVELOPER does hereby agree to design and construct the Improvements as follows: (1) Complete by the design of the Nine Million Gallon Water Storage Reservoir, and associated booster station and transmission lines (collectively the "Reservoir")to be constructed at Edwards and ; said engineering design work of the Reservoir is currently being prepared by Sidawi and Associates; 2 SF-98Agree:PLC-998 09/23/98-#3 (2) Complete by construction of the Reservoir; (3) Complete by acquisition in fee of a site for the water well; and, (4) Complete by construction of the water well. All of the Improvements shall be done and performed in accordance with plans, specifications and profiles which are to be approved by the City Engineer and filed in the office of the City Engineer. All of Improvements shall be done at the sole cost and expense of DEVELOPER, subject to subsequent reimbursement from other benefited developers under the terms of Section 2.2.5 (h) of the DA. 2. GUARANTEE DEVELOPER shall guarantee the Improvements to fulfill its obligation as stated herein for a period of one (1)year following the date of City Council acceptance of same. 3. IMPROVEMENT PLAN WARRANTY DEVELOPER warrants the design plans for the Improvements as promised in Section 1. If at any time before the City Council accepts the Improvements as complete or during the one year guarantee period, the plans for the Improvements prove to be inadequate in any respect, DEVELOPER shall make whatever changes are necessary to accomplish the Improvements as promised. 4. NO WAIVER BY CITY Inspection of the Improvements and/or materials, or approval of Improvements and/or materials or statement by any officer, agent or employee of the CITY indicating the Improvements or any part thereof complies with the requirements of this Agreement, or acceptance of the whole or any part of said Improvements and/or materials, or payments therefor, 3 SF-98Agree:PLC-998 09/23/98-#3 or any combination or all of these acts, shall not relieve the DEVELOPER of his obligations to fulfill this Agreement as prescribed; nor shall the CITY by thereby be stopped from bringing any action for damages arising from the failure to comply with any of the terms and conditions hereof. 5. COSTS DEVELOPER shall pay when due, all the costs of the Improvements, including inspections thereof and relocating existing utilities required thereby. 6. IMPROVEMENT SECURITY Upon executing this Agreement,the DEVELOPER shall provide as security to the City: A. Faithful Performance: For performance security, in the amount of Eleven Million Two Hundred Forty Thousand Dollars ($11,240,00.00) which is one hundred percent (100%) of the estimated cost of the Improvements. Such additional security is presented in the form of: Cash, certified check, or cashier's check. Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security,the DEVELOPER guarantees performance under this Agreement and maintenance of the Improvements for one year after its completion and acceptance against any defective workmanship or materials or any unsatisfactory performance. 4 SF-98Agree:PLC-998 09/23/98-#3 B. For Labor and Material: Security in the amount of Five Million, Six Hundred Twenty Thousand Dollars ($5,620,000.00)which is fifty percent (50%) of the estimated cost of the Improvements. Such security is presented in the form of: Cash, certified check, or cashier's check Acceptable corporate surety bond Acceptable irrevocable letter of credit. With this security,the DEVELOPER guarantees payment to the contractor,to his subcontractors, and to persons renting equipment or furnishing labor or materials to them or to the DEVELOPER. DEVELOPER may, during the term of this Agreement, substitute improvement security in a lesser amount, based upon a construction contract for the Improvements. The City Council shall approve any such substitution security, which approval may not be unreasonably withheld. Further, any substituted security shall be acceptable to the City Attorney. 7. INDEMNIFICATION, DEFENSE, HOLD HARMLESS DEVELOPER shall defend, hold harmless and indemnify CITY and its elective and appointive boards, commissions, officers, agents and employees against any liability or claim for damage of any kind allegedly suffered, incurred or threatened, including personal injury, death,property damage, inverse condemnation, or any combination of these, and resulting from any act or omission(negligent or non-negligent)in connection with the matters covered by this Agreement,but save and except those that arise from the sole active negligence or willful misconduct of CITY. 5 SF-98Agree:PLC-998 09/23/98-#3 The promise and agreement in this Section are not conditioned or dependent on whether or not the CITY has prepared, supplied, or reviewed any plan(s) or specifications(s)in connection with this work or subdivision, or has insurance or other indemnification covering any of these matters. 8. INSURANCE In addition to DEVELOPER'S covenant to indemnify CITY, DEVELOPER shall obtain and furnish to CITY a policy of general public liability insurance, including motor vehicle coverage. Said policy shall indemnify CITY, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or in connection with this Agreement, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of$1,000,000 per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than$1,000,000. Said policy shall name City of Huntington Beach, its officers, and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that DEVELOPER's insurance shall be primary. Under no circumstances shall said abovementioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. Prior to commencing performance of the work hereunder,DEVELOPER shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall: 6 SF-98Agree:PLC-998 09/23/98-#3 1. provide the name and policy number of each carrier and policy; 2. shall state that the policy is currently in force; 3. shall promise to provide that such policies will not be canceled or modified without thirty(30) days' prior written notice of CITY; 4. and shall state as follows: "The above detailed coverage is not subject to any deductible or self-insured retention, or any other form of similar type limitation." DEVELOPER shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by DEVELOPER under this Agreement. CITY shall at all times have the right to demand the original or a copy of all said policies of insurance. DEVELOPER shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 9. NON-PERFORMANCE AND COSTS If DEVELOPER fails to complete the work within the time specified in this Agreement, and subsequent extensions, or fails to maintain the Improvements,the CITY may proceed to complete and/or maintain the Improvements by contract or otherwise, and DEVELOPER agrees to pay all costs and charges incurred by the CITY(including, but not 7 SF-98Agree:PLC-998 09/23/98-#3 limited to: Engineering, Inspection, surveys, contract, overhead, etc.)immediately upon demand. Once action is taken by CITY to complete or maintain the Improvements, DEVELOPER agrees to pay all costs incurred by the CITY, even if DEVELOPER subsequently completes the Improvements. Should CITY sue to compel performance under this Agreement or to recover costs incurred in completing or maintaining the Improvements,DEVELOPER agrees to pay all attorney's fees, and all other expenses of litigation incurred by CITY in connection therewith, even if DEVELOPER subsequently proceeds to complete the Improvements. 10. ASSIGNMENT In consideration hereof, CITY shall allow DEVELOPER to assign to Buyer title to Tract 14660 in the City of Huntington Beach IN WITNESS WHEREOF,the parties hereto have executed this agreement the day and year first above written. CITY OF HUNTINGTON BEACH, a California municipal corporation PLC, a California General Partnership By: PLC Holdings, a California general Mayor partnership (general partner of PLC) ATTEST: By: Paclaco, Inc., a California corporation its general partner City Clerk By: Name APPROVED AS TO FORM: (Type or Print) Its(circle one)(i)Chairman of the Board (ii)President (iii)Any Vice President City Attorney 8 SF-98Agree:PLC-998 09/23/98-k3 AND REVIEWED AND APPROVED: By: City Administrator Name: (Type or Print) INITIATED AND APPROVED: Its: (circle one)(i)Secretary (ii)Any Assistant Secretary: (iii)Chief Financial Officer Director of Public Works (iv)Any Assistant Treasurer BY: T/L HUNTINGTON BEACH LLC, a Delaware limited liability company, its general partner BY: BR.AMALEA CALIFORNIA, LLC, a California limited liability company BY: LENNAR HOMES OF CALIFORNIA, INC. a California corporation, manager By Name: (Type or Print) Its: (circle one)(i)Chairman of the Board(ii) President (iii)Any Vice President AND By: Name: (Type or Print) Its: (circle one)(i)Secretary(ii)Any Assistant Secretary (iii)Chief Financial Officer(iv)Any Assistant Treasurer 9 SF-98Agree:PLC-998 09/23/98-#3 L 4 PKI 3 tv`.ce City of Huntington Beach r. 2000 MAIN STREET CALIFORNIA 82648 OFFICE OF THE CITY ADMINISTRATOR September 24, 1998 Mr. William D. Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, CA 92660 Re: Receipt of$11,236,461 Bond for Holly Seacliff Reservoir, Pump Station, and Water Well Infrastructure Dear Bill: This is to confirm that the City of Huntington Beach has received a $11,236,461 faithful performance bond from PLC Land Company for completion of the Holly Seacliff reservoir, pump station, and water well infrastructure. The bond submittal is in compliance with the City Council's July 20, 1998 action to approve the Consent to Sale for Tract 14660 conditioned on the posting of a bond. Therefore, PLC Land Company now has the full authority and consent of the City to sell Tract 14660 to Shea Vickers Residential, LLC. If you have any questions, please call me at 714-536-5402. Sincerely, )j&A.e-P Michael P. Dolder Acting Assistant City Administrator/Fire Chief C: Ray Silver, City Administrator Melanie Fallon, Community Development Director Gail Hutton, City Attorney Connie Brockway, City Clerk Bob Beardsley, Public Works Director Ron Metzler, Shea Homes Telephone (714) 536-5202 City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY ADMINISTRATOR September 24, 1998 Mr. William D. Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, CA 92660 Re: Receipt of$11,236,461 Bond for Holly Seacliff Reservoir, Pump Station, and Water Well Infrastructure Dear Bill: This is to confirm that the City of Huntington Beach has received a $11,236,461 faithful performance bond from PLC Land Company for completion of the Holly Seacliff reservoir, pump station, and water well infrastructure. The bond submittal is in compliance with the City Council's July 20, 1998 action to approve the Consent to Sale for Tract 14660 conditioned on the posting of a bond. Therefore, PLC Land Company now has the full authority and consent of the City to sell Tract 14660 to Shea Vickers Residential, LLC. If you have any questions, please call me at 714-536-5402. Sincerely, w Michael P. Dolder Acting Assistant City Administrator/Fire Chief C: Ray Silver, City Administrator Melanie Fallon, Community Development Director Gail Hutton, City Attorney Connie Brockway, City Clerk Bob Beardsley, Public Works Director Ron Metzler, Shea Homes Telephone (714) 536-5202 CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH TO: Connie Brockway, City Clerk FROM: Gail Hutton, City Attorney DATE: September 23, 1998 SUBJECT: Document Formatting RLS 98-496 Thank you for noticing that our documents for recordation have not been dated. Although this is not a flaw that requires the documents to be re-recorded, we will endeavor to include dates on such documents in the future. Gail Hutton City Attorney 4/s:4-98Memos:C1erk923 EXCERPT OF ACTION OF THE CITY COUNCIL Council Chamber, Civic Center Huntington Beach, California Monday, July 20, 1998 A videotape recording of this meeting is on file in the Office of the City Clerk. The regular meeting of the City Council and the Redevelopment Agency of the City of Huntington Beach was called to order at 5:07 p.m. CITY COUNCIL/REDEVELOPMENT AGENCY ROLL CALL PRESENT: Harman, Green, Dettloff, Bauer, Sullivan, (Julien arrived at 5:09 p.m; Garofalo arrived at 5:15 p.m.) ABSENT: None (CITY COUNCIL)APPROVED REQUEST BY PLC LAND COMPANY FOR THE CITY'S CONSENT FOR PENDING SALE OF TENTATIVE TRACT NO. 14660 (BELMONT)TO SHEA VICKERS RESIDENTIAL, LLC (HOLLY-SEACLIFF DEVELOPMENT AGREEMENT AREA)AND APPROVED CERTIFICATE OF CONSENT TO SALE AND ASSUMPTION OF RIGHTS, DUTIES, AND OBLIGATIONS The City Council considered a transmittal from Community Development Director Fallon of a request by PLC Land Company for the City Council to provide consent to the pending sale of Tentative Tract No. 14660, the residential project Belmont(a 98 single-family unit project at Gothard and Ellis)to Shea Vickers Residential, LLC. The project is subject to the Holly-Seacliff Development Agreement. Section 4.2 of the Development Agreement requires the city to provide consent to the sale of the properties covered by the Development Agreement if the sale is to a party not affiliated with the developer and if all public improvements have not been completed. Staff recommendation of approval is contingent upon approval of a separate Request for Council Action on this agenda to require a security instrument from PLC for construction_of a water reservoir. Community Development Director Fallon presented a staff report. A motion was made by Harman, second Sullivan to approve the following recommended action as amended to correct the figure in the Request for Council Action from $12.7 million bond or amount as approved by the City Council to.an $11.24 million bond: 1. Pursuant to Section 4.2 of the Holly-Seacliff Development Agreement, approve the request by PLC for the City Council to provide consent for the pending sale of the property known as Tentative Tract No. 14660 to Shea Vickers Residential, LLC subject to the receipt of a an$424 $11.24 million bond or amount as approved by City Council; and 2. Authorize the Mayor and City Clerk to execute the Certificate of Consent to the Sale of Property and the Assumption of Rights, Duties and Obligations and to record same with the County Recorder. The motion as amended carried by the following roll call vote: AYES: Julien, Harman, Green, Dettloff, Sullivan, Garofalo NOES: None ABSENT (Bauer out of the room) The meeting adjourned to Monday, July 27, 1998 at 5:00 p.m., B-8, Civic Center, 2000 Main Street, Huntington Beach California. _ /s/Connie Brockway City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California ATTEST: /s/Connie Brockway /s/Shirley Dettloff City Clerk/Clerk Mayor STATE OF CALIFORNIA ) County of Orange ) ss: City of Huntington Beach ) I, Connie Brockway, the duly elected City Clerk of the City of Huntington Beach, California, do hereby certify that the above and foregoing is a true and correct Excerpt of Action of the City Council of said City at their regular meeting held on the July 20, 1998. Witness my hand and seal of the said City of Huntington Beach this 9th day of September, 1998. /s/Connie Brockway City Clerk and ex-officio Clerk of the City Council of the City of Hun California By Deput ity Clerk- CITY OF ONTINGTON BEACH Rt_s No REQUEST FOR LEGAL SERVICES Assn To 'A Gail Hutton, City Attorney bate Date: Request made by: Telephone: Department: 07/31/98 Connie Brockway 536-5227 City Clerks Office INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ® Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ® Contract/Agreement ❑ Deed ❑ Court Appearance ❑ Insurance ❑ Other: Is Request for Preparation of Contract form attached? ❑ Yes ❑ No Are exhibits attached? ® Yes ❑ No Unless otherwise specified herein, I If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: information contained in this RLS to all members of the Cl until. Agenda Deadline Council Meeting 08i05/98. Signature otbepartment4iead COMMENTS: Routing Is the attached document detrimentally affected as there is no"date first above written" as referred to in the GCH [ last paragraph of page#3. (The document does not contain a space to enter a date). PDAEl JCB [] If this particular document is O.K. and does not have to be fixed and re-recorded, will your office correct the computer document for future agreements? AOL xA�. ti ni ,9 a 0 o 98-496 This Request for Legal Services has been assigned .t attorney. ........TA U L < ) ' A L E S S A I OR(1 8/5/9 S. , extension 1 5 His/her secretary is S.a r a�<a n e :> ,extension < 5 5 8 Note File Name Date Completed WP No LLJ Shaded areas for City Attorney's Office use only. • HUNTINGTON BEACH 1 TO: Gail Hutton, City Attorney FROM: Connie Brockway, City Clerk UI� DATE: August 27, 1998 SUBJECT: Format Of Easement Deeds and Consent To The Sale Of Property And The Assumption of Rights, Duties And Obligations Since submitting the attached RLS an easement on another PLC project has been approved by Council,with discovery not made until later that there is no date on the deed nor the Consent to the Sale of Property, however the last sentence on the deed reads IN WITNESS WHEREOF,the parties hereto have executed this Certificate by and through their authorized officers on the date first above written. Shall these documents be recorded containing this error? I would appreciate the City Attorney's Office advising PLC Company of this deficiency in their document format. Thank You. Attachments: Easement Deed Consent To Sale Cbmems:98-133jc.doc 4 • FIB HUNMGTON BEACH TO: Ray Silver, City Administrator FROM: Connie Brockway, City Clerk L� DATE: September 8, 1998 SUBJECT: PLC Company, Belmont Tract No. 14660 Per today's phone conversation attached are the two complete files and minutes for the City Attorney to review so that recordation of the Consent to Sale can be undone. A reason for could pertain to the form of the Consent to Sale Document as the document does not have a date entered into. (See RLS No. 98-496 attached) Also, a statement of Action can be prepared and attached as an Exhibit to the Consent to Sale with a request to the recorder to re-record. Also attached are minutes of the meeting to be presented to Council tonight for adoption. These minutes reflect PLC's response to Council regarding the bonding provisions. I will be presenting a revised page of the minutes to.the City Council tonight to include in detail the recommended action as amended. This will not be a correction to the minutes as Council has not yet approved the 7/20/98 minutes; it will be a revised page. I recommend that for future Consent to Sales the motion on the RCA be written to approve the request by PLC for Consent to Sale and direct that the signatures of the Mayor and City Clerk be withheld pending the filing of the bonds with the City Treasurer;that recordation of the Consent to Sale of Property& Assumption of Rights,Duties& Obligations be recorded upon provision to the City Clerk by the Community Development Department and the City Treasurers Office of a copy of required bonds. It would be even better if the Recommended Action on the RCA for Consent to Sale of Tract be written and handled as are Final Tracts, i.e.; release slips from two departments that conditions have been met. Attachments: Minutes of 7/20/98 Tract File-Belmont-Tract 14660 Tract File-Seacliff Infrastructure Water Reservoir dated 7/20/98 RLS 98-496 and memo to City Attorney dated 8/27/98 Cbmems/98-140 h .. . . CITY NTINGTON BEACH q 4 � REQUEST FOR LEGAL SERVICES Assn To ;� Gail Hutton, City Attorney .... ate Date: Request made by: Telephone: Department: 07/31/98 Connie Brockway 536-5227 City Clerks Office INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ® Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ® Contract/Agreement ❑ Deed ❑ Court Appearance ❑ Insurance . ❑ Other: Is Request for Preparation of Contract form attached? ❑ Yes ❑ No Are exhibits attached? ® Yes ❑ No Unless otherwise specified herein, I If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: information contained in this RLS to all members of the Ci uncil. Agenda Deadline Council Meeting 08/05/98 Signature oftepartmen0ead COMMENTS: Routing Is the attached document detrimentally affected as there is no"date first above written" as referred to in the GCH last paragraph of page#3. (The document does not contain a space to enter a date). PDA JCR........ If this particular document is O.K. and does not have to be fixed and re-recorded, will your office correct the -; SL c - computer document for future agreements? _�' ' WSA. -� i ADL ....... SF 0, 'n C�ue5 l o � ��1•a,��. � �.vaue� ��k. p xo 98-496 0 This Request fo1- Legai Services has been assigned to attorney >?A U L :D'A :E S S A N D R 0 8I 5/9 8 , extension S 615 His/her ecretary is S a r a j a n e extension .5 5 5 8 Notes File...N... me Date Completed WP No LLLJ Shaded areas for City Attorney's Office use only. /A/6 l a 7 .N-e 7- 1 '{�a - L'oNSFn�T F�2 �nA 1n« sl�c.2, CITY ANTINGTON BEACH RLs"°• REQUEST FOR LEGAL SERVICES Assn To Gail Hutton, City Attorney Date Date: Request made by: Telephone: Department: 07/31/98 Connie Brockway 536-5227 City Clerks Office INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ® Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ® Contract/Agreement ❑ Deed ❑ Court Appearance ❑ Insurance ❑ Other: Is Request for Preparation of Contract form attached? ❑ Yes ❑ No Are exhibits attached? ® Yes ❑ No Unless otherwise specified herein, I If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: information contained in this RLS to all members of the Ci uncil. Agenda Deadline � �- Council Meeting 08/05/98 Signature o epartmen ead COMMENTS: Routing Is the attached document detrimentally affected as there is no"date first above written" as referred to in the GCH I last paragraph of page#3. (The document does not contain a space to enter a date). PDA JCB If this particular document is O.K. and does not have to be fixed and re-recorded, will your office correct the SL computer document for future agreements? WSA p, ADL SF ❑' J:M L�J. a 0 This.Request for Legal Serviceshas been assigned to`attorney extension His/hec secretary is ens on ... . Notes File Name: Date Completed . WP No: Shaded areas for City Attorney's Office use only. J ,� _ 7�e - A, CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK August 4, 1998 Gary L. Granville, County Clerk-Recorder P. 0. Box 238 Santa Ana, CA 92702 Enclosed please find Certificate_of Consent to the Sale Of Property and the Assumption of Rights, Duties and Obligations by and Between the City of Huntington.Beach, Shea- Vickers Residential, L.L.C., and PLC to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please conform the enclosed copy of the document and return to this office in the enclosed self-addressed stamped envelope. r Connie Brockway, CMC - City Clerk Enclosure: Certificate of Consent to Sale - Tentative Tract No. 14660 ,(Telephone:714-536-5227) Recording requested by, and _ when recorded, mail to: — - Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder City of Huntington Beach IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIilll 2000 Main Street lllllllllllllllllllJill No Fee199805311 70 11 ;49dm 08/11/98 Huntington Beach, CA 92648 005 15012212 15 42 Attn: City Clerk C15 18 6.00 51 .00 0.00 0.00 0.00 0.00 CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, SHEA-VICKERS RESIDENTIAL,L.L.C., AND PLC WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (Agreement)by and between the City of Huntington Beach, a municipal corporation("City"), and Pacific Coast Homes, a California corporation, and Garfield Partners, a California corporation, was recorded in the Official Records of Orange County, California as Document No. 90-599766; and Portions of the property covered by the Agreement were thereafter sold to PLC, a California general partnership (hereinafter, "Developer"), and a portion to MS Vickers II, L.L.C., a Delaware limited liability company along with an assignment of the rights, duties and obligations under the Agreement; and Developer wishes to sell a portion of the Property, as described in the legal description and sketch attached hereto as Exhibits"A-I" and"A-2,"respectively,to Shea-Vickers Residential, L.L.C., hereinafter referred to as the "Buyer"; and The Agreement provides in part at Paragraph 4.2 that: Prior to making the dedications and improvements required herein, Developer may sell, assign or transfer the Property in whole or in part with the consent of the City, such consent not to be unreasonably withheld. City's consent will not be required if such assignment is made to an affiliate of Developer. Any purchaser, assignee or transferee shall have all of the rights, duties and obligations arising under this Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred; and This document is solely for the Tax-Exempt-Government Agency 4/s:PCD:Agree:S-VCnsnt officlal lousiness of the CityCITY OF HUNTINGTON BEACH -RLS 98-XXX c�$_Huntington Beach, as conteRl- e Brockway,City Clerk 4/28/98 E fated under Government nt Coale B� and should be recorded frog of charge. eputy ty The City is willing to consent to the sale of the Property and to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, and Buyer wishes to memorialize their acknowledgment of all their respective rights, duties and obligations they shall assume upon the sale of the Property and assignment of the Agreement; NOW, THEREFORE,the City, Developer and Buyer do hereby agree and acknowledge as follows: 1. CONSENT TO SALE OF PROPERTY The City hereby consents to the sale of the Property to Buyer. 2. CONSENT TO ASSIGNMENT The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, subject to the terms and conditions set forth herein. 3. ACKNOWLEDGMENT OF RIGHTS, DUTIES AND OBLIGATIONS The Buyer hereby acknowledges that by accepting this assignment, it accepts all of the rights, duties and obligations arising under the Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred. 4. INCORPORATION OF EXHIBITS Attached hereto and incorporated by this referenced as though fully set forth herein are the following exhibits: A-1: Legal Description of the Property. A-2: Sketch of the Property B. Clarification of Development Agreement Rights and Duties. 5. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyer as provided above, Developer shall have no further obligations with respect to the Property arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer, except for those specific obligations retained by Developer as identified in Exhibit B and Paragraph 6 below. 2 4/s:PCD:Agree:S-VCnsnt RLS 98-XXX 4/28/98 6. COMPLETION OF DEVELOPMENT AGREEMENT OBLIGATIONS. The consent hereby given is expressly conditioned upon the items stated above, and the completion of all of the following items: a. All terms and conditions of the Holly Seacliff Development Agreement No. 90-1, not explicitly defined within Exhibit B shall continue to be the responsibility of PLC; and b. PLC shall be responsible for construction of all infrastructure in conformance with pages 20 and 21 of the Holly Seacliff Development Agreement No. 90-1 and further clarified by PLC in their letter to the City, dated May 7, 1996. C. The Buyers shall pay the Library Development Fee pursuant to Huntington Beach City Council Resolution 96-71 for all of their building permits in accordance with Ordinance No. 3344. IN WITNESS WHEREOF, the parties hereto have executed this Certificate by and through their authorized officers on the date first above written. BUYER: CITY OF HUNTINGTON BEACH, a SHEA VICKERS RESIDENTIAL, L.L.C. California municipal corporation a Delaware limited liability company by: Shea Homes Limited Partnership Mayor a California limited partnership its member ATTEST: by: J.F. Shea Co., Inc. GluG2 a Nevada corporation City Clerk its governintrtei APPROVED AS TO FORM: . By: Name: 4455 R--'City Attorney (print or type) ' k q/v$I to Its: (circle one)Chairman of the Board, REVIEWED AND APPROVED: President,An ice Presiden BY: City Ad mistrator Name: LAyfjoc MARC,CACIt INITIATED AND APPROVED: (print or type) Its: (circle one: Secretary,Any(sststan'—t Secretary Chief Financial Officer,Any Assistant Treasurer Director Of Comny6nity Development 3 4/s:PCD:Agree:S-VCnsnt RLS 98-XXX 4/28/98 PLC, a California General Partnership By: PLC Holdings, a California general partnership (general partner of PLC) By: Paclaco, Inc., a California co oration its general partn By: Name: Cq?-A0AM`f 01J* (Type or Print) Its(circle one)(i)Chairman of the Board(ii)President (iii)Any ice Presiden And By: Name: L Q 6.6 f�7 (Type or Print) Its: (circle one)(i)recret ii)Any Assistant Secretary: (iii)Chief Financial Officer(iv)Any Assistant Treasurer BY: T/L HUNTINGTON BEACH LLC, a Delaware limited liability company, its general partner BY: BRAMALEA CALIFORNIA, LLC, a California limited liability company BY: LENNAR HOMES OF CALIFORNIA, INC. a California corporat' n, ager By Name: 1 (Type or Print) Its: (circle one)(i)Chairman of the Board(ii) President (iii)An Vice President AND 4 4/s:PCD:Agree:S-V Cnsnt RLS 98-XXX 4/28/98 By: Mae C Name: (Type or Print Its: (circle one)(i)Secretary(ii)Any Assistant Secretary (iii Chief Financial Officer(iv)Any Assistant Treasurer 5 4/s:PCD:Agree:S-VCnsnt RLS 98-XXX 4/28/98 CALIFORNIA ALL-PURPOR ACKNOWLEDGMENT • State of �- County of / P n On , /�?CI before me, /.r!iG��C rG� A /l/P�-wl Lta �'�-f /'t-L"4 Date / Name and Title of Officer(e.g.,"Jane Doe,Notary P ") personally appeared ��l�(�� C a`c.w eoll n ie A-0e4,L r,0' Name(s)of Signer(s) ,personally known to me- to be the person(o whose name&4-qO subscribed to the within instrument and acknowledged to me that a executed the same in hisfi�authorized capacityMio, and that by *+slhe signatureQ on the instrument the persorl3)) LAURAA.NEWN or the entity upon behalf of which the person) acted, _ Commission#1066263 executed the instrument. .� Notary Public—Caurallo Orange County My Comm. Upires Jul23,)W9 WITNESS m hand and official seal. Signature of Notary Public 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 r LcQf�q�Gv�,selct rro ,��f�'�y4••.d ��.e..Q.>`rum/Jhi►� Title or Type of Document: r- a eA.'i C ef! F3aAd shea-dies es�d�rf.cp Document Date: /k9 !R° u Number of Pages: ✓ uS s Signer(s) Other Than Named Above:Ih Pe.� .2U& l/w 4744 .Otfe+rns� Capacity(ies) Claimed by kk Signer(s) Signer's Name: -Shli eN Signer's Name: C f'L!e- d�tcTdt f Iff- ndividual ❑ Individual ❑ Corporate Officer C Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee _ Guardian or Conservator `-- ❑ Guardian gr Co servator `-- X Other: �IGtcIrN Top of thumb here 19 Other: Cr E Top of thumb here Signer Is Representing: Signer Is Representing: MWO 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876.6827 EXHIBIT A-1 REQUEST FOR CONSENT TO SALE OF PROPERTY DEVELOPMENT AGREEMENT NO. 90-1 HOLLY SEACLIFF AREA Date: April 10, 1998 Property Location: South of Ellis Avenue, East of Gothard Street Property Address: No current address Assessor's Parcel No(s).: 111-073-12 & 13 Legal Description: Lots 1-98 and Lettered Lots A-X of Tract 14660 Acreage: approx. 21.01 acres Current Owner: Name: PLC Address: 23 Corporate Plaza Drive, Suite 250 City/ST/Zip: Newport Beach, CA 92660 Telephone: (714) 721-9777 Contact: Bill Holman Assignee/Buyer: Name: Shea Homes (Shea Vickers Residential LLC) Address: 603 South Valencia Avenue City/ST/Zip: Brea, CA 92822 Telephone: (714) 985-1300 Contact: Ron Metzler Existing Use of Property: Vacant Residential Intended Use of Property: 98 single family homes Existing Entitlements/Permits: Approval Date: Environmental Impact Report No. 89-1 January 8, 1990 General Plan Amendment No. 89-1 January 8, 1990 Development Agreement No. 90-1 November 5, 1990 Holly Seacliff Specific Plan (SP 9) April 20, 1992 Local Coastal Program Amendment No. 96-3 April 7, 1997 Tentative Tract Map No. 14660 December 9, 1997 Attachments: Exhibit B for attachment to Certificate of Consent i,isy:�i��c��<�:.�:'•��%%ems� i:�-i7�r�rl—sr•r�s=ter•--sa�sl� _ �;�s:��a.gal--:=�s�•�a.—c:as.a r-�sr.�s-�r-r�.�r�a�—aalr�s•a - .1 �.�1� v:=1.1 I.:Ia �;�s=•,.�a;�s:-r.:�s'•�r—s:'�s:� s� r:.s-:sr•�r•--cs�ri�a:—�::�r•� [3: O d J o I:E J r m e --e - - --� --I lim Noon TRACT NO. 14660BELMONT _ �- •, EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES &OBLIGATIONS BETWEEN PLC (SELLER)AND SHEA HOMES (BUYER) FOR BELMONT RESIDENTIAL PROJECT(PROPERTY) Section 2.2.1; Linear Park. Seller will be responsible for all park dedications required by the Agreement. In lieu of paying park and recreation fees to the City,Buyer will provide a letter from Seller assigning 1.68 acres of park dedication credits to Buyer. Section 2.2.2;Neighborhood Parks. Seller will retain all obligations for design, dedication,.improvement and initial maintenance of neighborhood parks as required by the Agreement. Section 2.2.3; Public Right of Way and Private Streetscape Improvements. Seller will retain all obligations for arterial right of way and streetscape improvements as required by the Agreement. Buyer will assume responsibility for maintenance of perimeter landscape improvements. Section 2.2.4; Traffic and Circulation Improvements, Seller will retain all obligations,with the following clarifications: 2.2.4 • Seller will retain all traffic impact fee credits for Developer improvements. In lieu of paying traffic impact fees to City, Buyer will provide a letter from Seller assigning$151,950 in traffic impact fee credits to Buyer. 2.2.4(a); Buyer will be responsible for payment of future traffic fees, if any, imposed by ordinance and applicable to the Property. 2.2.4(h)and(i); Seller will retain all credits and reimbursements for traffic and circulation improvements due under this section of the Agreement,unless modified by subsequent agreement with the City. Section 2.2.5, Water, Sewer, Drainage and Utility Improvements, Seller will retain all obligations,with the following clarifications: 2.2.5(g), Seller will retain all credits and reimbursements for sewer, drainage, utility and water improvements due under this section of the Agreement unless modified by subsequent agreement with the City. 2.2.5(h); Seller will retain all obligations, credits and reimbursements for water system improvements due under this section of the Agreement unless modified by subsequent agreement with the City. In lieu of paying water capital facilities fees to the City, Buyer will pay Seller(AMOUNT TBD)for offsite water facilities to serve the Property. Section 2.2.6; Fire and Emergency Medical, Seller will retain all obligations,with the following clarification: 2.2.6(b); Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7; Police, Seller will retain all obligations,with the following clarification: 2.2.7(a); Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.8; School Facilities, Seller will retain the obligation for designation of a public elementary school site. Buyer will be responsible for payment of school impact fees associated with development of the Property. Section 2.2.9; Other Development Controls 2.2.9(a);Not applicable to Property. 2.2.9(b); The Property will remain subject to all provisions of the Holly Seacliff Specific Plan. Seller will retain the obligation to provide affordable housing(15 moderate income units) in accordance with the Holly Seacliff Specific Plan Affordable Housing Plan for Seacliff Partners' Properties, dated February 28, 1994, or as such plan may be amended from time to time. Section 2.2.10; Fees,with the following clarifications: 2.2.10(a), (b), (c), (fl, (g), (i)and (L Buyer will be liable for payment of any development fees applicable to the development of the Property, not already paid or mitigated by Seller. 2.2.10(d); Buyer will be liable for payment of any Police/Fire operating fee if such fee is adopted by the City and applicable to the development of the Property. To the extent Seller may have credits under Sections 2.2.6(b)and 2.2.7(a), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(e): Buyer will be liable for the payment of water service fees.and water capital-facilities fees applicable to the development of the Property. To the extent Seller may have credits or be eligible for reimbursement under Section 2.2.5(h), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(h), Traffic Impact Fees,refer to 2.2.4(f)above. STATE OF CALIFORNIA COUNTY OF ORANGE On June 11, 1998, before me,. Marion P. Fahrenkamp, Notary Public,.personally appeared Les Thomas and Layne Marceau , personally known to me me en the -haak-sis of FsatisfaGteFy evideRGe) to be the persons whose names are- subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. ®unnnunuuunnnnuuunnnnnnunuuuulnuuuunuunumm�m� MAR1014 P.FAHRENKAMP Commission# 1179687 Notary Puollc—Calitomia Orange County __ Aly Comm.Ex ices Apr 12,2002 �/^ ,Q / Illllllilllllllllll!!Hi11111111111111111111111111!IIIIIIIIIIIIIIIIIII!Ilillllllllllllllii3 Marion P. Fahrenkamp California General Purpose Acknowledgment For all documents executed in the State of California CALIFORNIA ALL-PURPOS ACKNOWLEDGMENT State of Cad► �Oy YI•t a County of l c,56 I94- On Su.tu. :L. . 1ggg before me, NL � ►". �/�c]Vi i P"I I C� Date Name and Title f Officer(e.g.,"Ja(ej Doe,Notary Public") personally appeared .kO •T 2. -UNCL "V-r �aS rna-v� Name(s)of Signer(s) l personally known to me-OR-❑proved to me on the basis of satisfactory evidence to be the person@ whose name(@ i areisubscribed to the within instrument and acknowled d to me that�efsf�e the executed the same in their uthorized capacity ies and that by DEE BAKER 909fheqenityy>,upon ignaturE on the instrument the persor�s , COmmisslon#108600i or the behalf of which the persor(�s acted, .-s Notary Publlc-Caflfornla executed the instrument. orange county My Comm.@Pkes Apr 19,2000 WITNESS my hand and official seal. q�� Signature of Notary Public 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: 0-r- 6nP_V-Lk �- tkl. ca-n of ts,Dui, ba a '►arm e w. �I Document Date: , -11-�9_�.� �- P1 C, Number of Pages. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 � AMERI o� } STATE OF CALIFORNIA }ss. COUNTY OF } On / 9 SAP , before me, Roberta M. Kern , pers nally appeared wham Jones S-^J Christopher C. Gibbs , personally known to me e on to be the person(s) whose name(s) are subscribed to the within instrument and acknowledged to me that hf�they xecuted the same in hi thei uthorized capacity(ies), and that by hi their ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNES and official seal. Sign e aMyROBERTA M. KERN comm. #1119189 NOTARY PUBLIC-CALIFORNIA iq ORANGE COUNTY Comm.Expires Dec.8,2000 (This area for official notarial seal) Title of Document Date of Document No. of Pages 9 Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER)AND SHEA HOMES (BUYER) FOR BELMONT RESIDENTIAL PROJECT(PROPERTY) Section 2.2.1; Linear Park. Seller will be responsible for all park dedications required by the Agreement. In lieu of paying park and recreation fees to the City, Buyer will provide a letter from Seller assigning 1.68 acres of park dedication credits to Buyer. Section 2.2.2,Neighborhood Parks. Seller will retain all obligations for design, dedication, improvement and initial maintenance of neighborhood parks as required by the Agreement. Section 2.2.3; Public Right of Way and Private Streetscape Improvements. Seller will retain all obligations for arterial right of way and streetscape improvements as required by the Agreement. Buyer will assume responsibility for maintenance of perimeter landscape improvements. Section 2.2.4;Traffic and Circulation Improvements, Seller will retain all obligations, with the following clarifications: 2.2.4 • Seller will retain all traffic impact fee credits for Developer improvements. In lieu of paying traffic impact fees to City, Buyer will provide a letter from Seller assigning$151,950 in traffic impact fee credits to Buyer. 2.2.4(g); Buyer will be responsible for payment of future traffic fees, if any, imposed by ordinance and applicable to the Property. 2.2.4(h)and (i); Seller will retain all credits and reimbursements for traffic and circulation improvements due under this section of the Agreement, unless modified by subsequent agreement with the City. Section 2.2.5; Water, Sewer, Drainage and Utility Improvements, Seller will retain all obligations, with the following clarifications: 2.2.5(g); Seller will retain all credits and reimbursements for sewer, drainage, utility and water improvements due under this section of the Agreement unless modified by subsequent agreement with the City. 2.2.5(h); Seller will retain all obligations, credits and reimbursements for water system improvements due under this section of the Agreement unless modified by subsequent agreement with the City. In lieu of paying water capital facilities fees to the City, Buyer will pay Seller(AMOUNT TBD)for offsite water facilities to serve the Property. Section 2.2.6; Fire and Emergency Medical, Seller will retain all obligations, with the following clarification: 2.2.6(b); Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7; Police, Seller will retain all obligations, with the following clarification: 2.2.7(a); Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.8; School Facilities, Seller will retain the obligation for designation of a public elementary school site. Buyer will be responsible for payment of school impact fees associated with development of the Property. Section 2.2.9; Other Development Controls 2.2.9(a);Not applicable to Property. 2.2.9(b); The Property will remain subject to all provisions of the Holly Seacliff Specific Plan. Seller will retain the obligation to provide affordable housing(15 moderate income units) in accordance with the Holly Seacliff Specific Plan Affordable Housing Plan for Seacliff Partners' Properties, dated February 28, 1994, or as such plan may be amended from time to time. Section 2.2.10; Fees, with the following clarifications: 2.2.10(a), (b), (c), (f), (g), (i)and (i); Buyer will be liable for payment of any development fees applicable to the development of the Property, not already paid or mitigated by Seller. 2.2.10(d); Buyer will be liable for payment of any Police/Fire operating fee if such fee is adopted by the City and applicable to the development of the Property. To the extent Seller may have credits under Sections 2.2.6(b)and 2.2.7(a), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10 e : Buyer will be liable for the payment of water service fees and water capital facilities fees applicable to the development of the Property. To the extent Seller may have credits or be eligible for reimbursement under Section 2.2.5(h), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(h); Traffic Impact Fees, refer to 2.2.4(f)above. STATE OF CALIFORNIA COUNTY OF ORANGE On June 11, 1998, before me, Marion P. Fahrenkamp, Notary Public , personally appeared Les Thomas and Layne Marceau , personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. �IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIL�-'-' MARION P.FAHRENKAMP Commission# 1179687 Z Notary Pul✓11c—California Oro r!ge County = hw Cc,11111111111111111111111m. !res AA,x�12,2002= /- �^ � ��! � G �Illlllllllllllllllllill!!f11111111Illllll1111111111111111111111Iid Marion P. Fahrenkamp California General Purpose Acknowledgment For all documents executed in the State of California CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT -------------- State of Ca t-pY r1• a County of n On Suttie �, 1�q4� before me, N Y �t' Date T Name and Tittelof Officer(e.g.,'Jae Doe,Notary Public-) personally appeared •Jaq�, 'CL ;:w Name(s)of Signer(s) l personally known to me-OR-❑proved to me on the basis of satisfactory evidence to be the person sU whose nameQ. are ubscribed to the within instrument and acknowledMtheir me that+�e><s+�e the executed the same in�ityy uthorized capacity ies and that by DEE BAKER 4i81tF�e theirignaturE on the instrument the persor�s , Commission#1086001 or the eupon behalf of which the persor•(s acted, -s Notary Public—Canfomla executed the instrument. Orange County My Comm.@Plres Apr 19,2000 y �. WITNESS my hand and official seal. Signature of Notary Public 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: o-F tl�. n o� h _y-L Lo-n of �WL--,Dom, 11$a arr � -A I Document Date: PLC Numb � .13. Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): T(tle(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee _ ❑ Guardian or Conservator ❑ Guar than or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1.800.876-6827 ?' ME � I ti 0� � St ups STATE OF CALIFORNIA }}ss. COUNTY OF }. On J. 19 90P , before me, Roberta M. Kern , pers nally appeared Graham Jones G'71j Christopher C. Gibbs personally known to me e on to be the person(s) whose name(s) subscribed to the within instrument and acknowledged to me that �theyxecuted the same in hiss thei uthorized capacity(ies), and that by hi their ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNES and official seal. Sign e ROBERTA M. KERN V comm. #1119189 M NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY My Comm.Expires Dec.8,2000 (This area for official notarial seal) Title of Document Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company � Au Council/Agency Meeting Held: -7 /a ak?S Deferred/Continued to: ��--��/ 6 Z, ldAp roved Conditionally Appr ved ❑ Denied �N--�j City Clerk's Signature (r -- /-o oryj ouncil Meeting Date: July 20, 1998 Department ID Number: CD 98-32 CITY OF HUNTINGTON BEACH Q�D REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS , -" -<n SUBMITTED BY: RAY SILVER, City AdministratoF 'I-� F r; PREPARED BY: MELANIE S. FALLON, Community Development Director SUBJECT: Approve Consent For Pending Sale of Tentative Tract No.146b the Holly Seacliff Development Agreement Area Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status, Attachment(s) Statement of Issue: Transmitted for your consideration is a request by PLC for the City Council to provide consent to the pending sale of Tentative Tract No. 14660, the residential project Belmont, (a 98 single family unit project at Gothard and Ellis) to Shea Vickers Residential, LLC. The project is subject to the Holly Seacliff Development Agreement. Section 4.2 of the Development Agreement requires the City to provide consent to the sale of the properties covered by the Development Agreement if the sale is to a party not affiliated with the Developer and if all public improvements have not been completed. Staff has performed due diligence regarding the pending sale of this property and recommends that the City Council provide consent to the sale of the property to Shea Vickers Residential, LLC. This recommendation is contingent upon approval of a separate Request for Council Action, on the July 20th agenda, to require a security instrument from PLC for construction of a water reservoir. Funding Source: Not applicable. Recommended Action: Motion to: 1. "Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, approve the request by PLC for the City Council to provide consent for the pending sale of the property known as Tentative Tract No. 14660 to Shea Vickers Residential, LLC subject to the receipt of a $42-.-T//,a y million bond or amount as approved by City Council; and 2. Authorize the Mayor and City Clerk to execute the Certificate of Consent to the Sale of Property and the Assumption of Rights, Duties and Obligations and to record same with the County Recorder." � 2 IRI *QUEST FOR COUNCIL ACT MEETING DATE: July 20, 1998 DEPARTMENT ID NUMBER: CD 98-32 Alternative Action: The City Council may make the following alternative motion: "Continue the request for consent for the pending sale of the property known as Tentative Tract No. 14660 in the Holly Seacliff Development Agreement area and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant: PLC Location: Approximately 21 acres located at the southeast corner of Gothard and Ellis B. BACKGROUND: On November 5, 1990, the City Council adopted the Holly Seacliff Development Agreement for the properties owned by Pacific Coast Homes and other Chevron Land and Development Company subsidiaries in the Holly Seacliff area. The Development Agreement requires the Developer to provide numerous public improvements. To date, the Developer is in compliance with the terms of the Development Agreement as determined by the annual compliance reports reviewed by the Planning Commission and the City Council. The most recent report, for 1997, was approved by the Planning Commission on January 13, 1998 and the City Council on February 17, 1998. On May 6, 1996 the City Council approved the consent for the pending sale of approximately 383 acres of property governed by the Development Agreement to PLC. The subject property was included in the 383 acre total. C. STAFF ANALYSIS AND RECOMMENDATION: PLC has entered into a purchase and sale agreement with Shea Vickers Residential, LLC for the sale of Tentative Tract No. 14660 (Attachment No. 2). The property is located in the Holly Seacliff Development Agreement area. Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, the City Council must provide consent prior to the sale or transfer of properties to buyers not affiliated with the Developer. CD98-32.DOC -2- 07/06/98 5:03 PM #QUEST FOR COUNCIL ACTIRI MEETING DATE: July 20, 1998 DEPARTMENT ID NUMBER: CD 98-32 The subject property is currently vacant. The buyer proposes a project consisting of 98 detached single family units. The tentative map was approved by the Planning Commission on December 9, 1997. The buyer will submit a conditional use permit for approval of the site plan and floor plans this summer. The letter from PLC indicates that PLC will generally retain responsibility for the obligations of the Development Agreement. The buyer would be responsible for items such as undergrounding utilities at time of development, payment of certain fees and maintenance of perimeter landscaping. The Fire Department does not have any concerns regarding sale of the property; PLC will retain the obligation of Paramedic reimbursements and Fire Station construction costs. The annual paramedic payment has been paid in full. The City Attorney has determined that all of the obligations of the development agreement run with the land covered by the development agreement. The City Attorney has prepared a Certificate of Consent Agreement (Attachment No. 4) which has been signed by the seller, the buyer; the Certificate will be signed by the City if the consent request is approved. Staff recommends that the City Council provide consent to the sale of the subject property and authorize the Mayor and City Clerk to execute the Certificate of Consent. However, this recommendation is contingent upon approval of a separate Request for Council Action on the July 20`h agenda which recommends the requirement of a security instrument to ensure completion of a nine million gallon water reservoir. Environmental Status: The Holly Seacliff Development Agreement No. 90-1 is covered by Final Environmental Impact Report No. 89-1 which was certified by the City Council on January 8, 1990. No additional environmental review is necessary. Staff has prepared a mitigation measure compliance matrix for Final Environmental Impact Report No. 89-1 which requires the Developer to complete necessary studies and complete the requirements of the studies prior to development. Attachment(s): City Clerk's Page Number 1. Vicinity Map 2. Letter from PLC dated April 13, 1998 ... ....... 3. Tentative Tract No. 14660 Conditions of Approval 4. Certificate of Consent Agreement for Shea Vickers Residential, LLC (g:\rcafo rms\cd98-32) CD98-32.DOC -3- 07/06/98 5:03 PM g sue_ .. -<- �...,.,<,_ ::.. .:.fin- ., •.- __�,=., �_:- q-� �.. � _�.:, 5 r ,;•, +r. MENEM=, WOMEN - HEINEN NEE ...S ...a" \: CIAa.�►.a .tiiainails ofilaus �'"f"'�;�> Vie • 1 1 = B IN INNER 11111 "Mum: OWN aan� a�uasa. a.��r aaaaal-J L td=SUPaw. j{ © �G j. - 2 NO .y : _ . . . m© � w�^ . r . m< ^ ^ - � a. Ni , . . R�F April 10, 1998 tip . R1 gyp. Ms. Melanie Fallon,Director CpMM&pgA Community Development Department �Op 2000 Main- Street Huntington Beach, CA-92648 . %MF,y�, Subject: Request for City's-Consent to Sale of Property Holly`,Seacliff Development Agreement No. 90-1 Belmont"Re"idential Project; APN 111-073-12& 13 Tentative Tract Map No. 14660 .,4 L, n .'?`Q Dear Melanie: PLC:leas entered'mto-an-agreementto.sell the above.property,located south of Ellis Avenue, east of Gothard Street;-to Shea Homes'.--In accordance'with'Section 4.2 of Development Agreement No:90-1,we are formally requesting the City's consent to this sale. Similar to other;appraved':"sales:::of .development agreement properties, PLC will retain the obligations for installation -of.offsite utilities to serve this property in accordance with the development agreement. In addition, this property will be eligible to utilize PLC's credits for park dedication, traffic impact fees and water capital facilities fees payable at the time of development,.subject to PLC's approval. I have attached an information form including a legal description of the property to be sold and pertinent entitlement'information. Also.attached is an exhibit clarifying'development agreement rights;duties and'obligations' between PLC and Shea Homes for attachment-to'the Certificate of Consent to be prepared'by the City Attorney's Office. Please let me:know'if there is any other information you.need. We would like to have this scheduled for the May 181 .1998 City Council meeting, if possible. Very truly yours, 014 William D. Holman Planning& Government Relations Encl. Information Form and Legal.Description • cc: Mary Beth Broeren Paul D'Alessandro Graham Jones PLC Land Company 23 Corporate Plaza,Suite 250 714.72t 9777 Telephone Newport Beach,Califomla 92660 714.729. 1214 Facsimile �v . . . : . .� . .�� . . t . Huntington Beach Planning Commission P.O. BOX 190 CALIFORNIA 92648 December 12, 1997 PLC Land Company 23 Corporate Plaza, Ste. 250 Newport Beach, CA 92660 SUBJECT: TENTATIVE TRACT MAP NO. 14660 (BELMONT RESIDENTIAL SUBDIVISION) PROPERTY OWNER: PLC Land Company,23 Corporate Plaza, Ste.250,Newport Beach, CA 92660 =UEST: To permit the subdivision of 21.84.acres into 98 numbered lots and 24 lettered lots for future development of 98 single family residential units. Associated infrastructure, including roads,utilities, and perimeter fencing will be constructed. The request includes a density transfer of 144 dwelling units from Planning Unit II-2 to Planning Units II-3 and H-4. h�OCATION: Southeast Comer of Ellis Avenue and Gothard Street DATE OF ACTION: December 9, 1997 Your application was acted upon by the Planning Commission of the City of Huntington Beach on December 9, 1997,'and your request was ConditionallApproved. Attached to this letter are the Findings and Conditions of Approval for this application. Please be advised that the Planning Commission reviews the conceptual plan as a basic request for entitlement of the use applied for and there may be additional requirements prior to commencement of the project. It is recommended that you immediately pursue completion of the conditions of approval and address all requirements of the Huntington Beach Zoning and Subdivision Ordinance in order to expedite the processing/completion of your total application. The conceptual plan should not be construed as a precise plan reflecting conformance to all Zoning and Subdivision Ordinance requirements. (97CL1209-10) c Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance,the action taken by the Planning Commission becomes final at the expiration of the appeal period. A person desiring to appeal the decision shall file a written notice of appeal to the City Clerk within ten calendar days of the date of the.Planning Commission's action. The.notice of appeal shall.:. include the name and address of the appellant,the decision being appealed,and the grounds for the appeal; it shall also be accompanied by a filing fee. The appeal fee is$500.00 for a single family dwelling property owner appealing the decision on his/her own property. The appeal fee is$1,200.00 for all other appeals. In your case,the last day for filing an appeal and paying the filing fee is December 19, 1997. Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void one(1)year after final approval,unless actual construction has started. If there are any further questions,please contact Peter Vanek,Assistant Planner at (714) 536-5271. Sincerely, Howard Zelefsky, Secretary Planning Commission by: co Hess,AICP Senior Planner xc: Property Owner Attachment: Findings and Conditions of Approval (97CL1209-11) FINDINGS AND CONDITIONS OF APPROVAL TENTATIVE TRACT MAP NO, 14660 . FINDINGS FOR APPROVAL-TENTATIVE TRACT MAP NO. 14660: 1. Tentative Tract Map No. 14660 for subdivision of 21.84 gross acres for the purpose of an 98 unit, detached, single family residential subdivision is consistent with the General Plan Land Use Element designation of Residential Medium Density on the subject property, or any applicable specific plan, or other applicable provisions of this Code. Single family developments are permitted uses. 2. The site is physically suitable for the type and density of development at 4.49 units per gross acre. The site was previously studied for a greater intensity of land use (fifteen units per acre)at the time the General Plan land use.designation and the Holly Seacliff Specific Plan zoning were adopted for the property. The size, depth,frontage, street width and other design • features of the proposed subdivision are in compliance with the Specific Plan. 3. The design of the subdivision and the proposed improvements will not cause serious health problems or substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The project site was previously evaluated in Environmental Impact Report No. 89-1 and will comply with appropriate mitigation measures. There are no environmental impediments to the project. 4. The design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large,for access through or use of,property within the proposed subdivision unless alternative easements, for access or for use, will be provided. The subdivision will provide all necessary easements and will not affect any existing easements. CONDITIONS OF APPROVAL-TENTATIVE MAP NO, 14660: . 1. The tentative tract map received and dated December 3. 1997, shall be the approved.layout. 2. Prior to submittal of the final map for approval by the City Council, at least 60 days before City Council action on the final map, CC&Rs shall be submitted to the Department of Community Development and approved by the City Attorney. The CC&Rs shall reflect the maintenance of all walls and common landscape areas by the Homeowners'Association and shall include notice on possible future uses of the Transportation Corridor. The CC&Rs must be in recordable form prior to recordation of the map. (97CL1209-12) 3. The following conditions shall be completed prior to recordation of the final map unless otherwise stated. Bonding may be substituted for construction in accordance with the provisions of the Subdivision Map Act. (PV ) a.. All vehicular access rights.to Gothard Street,Ellis Avenue,Promenade Parkway and Seagate Drive shall be released and relinquished to the City of Huntington Beach except at locations approved by the Planning Commission. b. The engineer or surveyor preparing the final map shall tie the boundary of the map into the Horizontal Control System established by the County Surveyor in a manner described in Sections 7-9-330 and 7-9-337 of the Orange County Subdivision Code and Orange County Subdivision Manual, Subarticle 18. c. The engineer or surveyor preparing the final map shall submit to the County Surveyor a digital-graphics file of said map in a manner described in Sections 7-9- 330 and 7-9-337 of the Orange County Subdivision Code and Orange County Subdivision Manual, Subarticle 18. • d. Hydrology and hydraulic studies shall be submitted for Public Works review and approval. The developer shall design and construct the drainage system required to serve the development. On-site drainage shall not be directed to adjacent properties, but shall be handled by a Public Works approved method. _ e. The developer shall construct a 72"public storm drain located 10 feet west of the centerline of"D" Street with proper easement distance in flag lot driveway. f. The developer shall install storm drain fossil filters at each catch basin to the satisfaction of the Department of Public Works. (NPDES) g. A sewer study shall be submitted for Public Works approval.The developer shall design and construct the sewer system required to serve the development. h. A detailed soils analysis shall be prepared by a registered engineer. This analysis shall include on-site.soil sampling and laboratory testing of materials to provide detailed recommendations for grading,chemical and fill properties,foundations, retaining walls, streets, and utilities. i. A Landscape and Irrigation Plan shall be submitted to the Department of Public Works for review and approval by the Park,Tree and Landscape Division. j. In accordance with NPDES requirements, a"Water Quality Management Plan"shall be prepared by a Civil or Environmental Engineer. (97CL1209-13) k. A Grading Plan,prepared by a Registered Civil Engineer, shall be submitted for review and approval. 1. All sidewalk widths shall meet ADA requirements. m..The developer shall submit a composite utility plan, showing water system improvements and all other underground utilities(existing and proposed)to each structure. This plan shall be approved by the Public Works Water Division prior to any construction. n. The developer shall submit water calculations to ensure proper water meter and water main sizes no later than the first plan check submittal. o. The reclaimed water lines in Promenade Parkway,Gothard Street and Ellis Avenue shall be utilized for landscape irrigation around the perimeter of the proposed development. p. If the development is to be gated,the Water Operations Department shall be issued • keys to all Knox Boxes to insure continuous access to facilities. q. Separate domestic meters and services shall be required for each unit. The.domestic meters and services shall be sized per the Uniform Building Code,Building Department and Fire Department Standards. r. Meters shall be located per Huntington Beach Water Division Standards, and shall not be located in driveways. s. The developer(and any subsequent HOA) shall enter into a Special Utility Easement Agreement with the City,which shall address repairs to any enhanced pavement, wall, fencing,etc.by other than City forces,if the City water mains require repair or maintenance. t. Final design elevations of grading shall not vary from elevations shown on the tentative map by more than one(1) foot unless approved by the City Engineer. u. A reproducible mylar copy and a print of the recorded final map,along with a digital graphics file of the recorded map, shall be submitted to the Department of Public Works. v. The following shall be dedicated to the City of Huntington Beach: 1) The water system and appurtenances as shown on the improvement plans for this tract. (97CL1209-14) 2) The storm drain system and appurtenances(identified as public) as shown on the improvement plans for this tract. 3) The sewer system and appurtenances(identified as public) as shown on the improvement plans for.this tract.. 4) Access rights in, over, across,upon and through the private streets for the purpose of maintaining, servicing,cleaning,repairing and replacing the water system. 5) The easement over the private streets within said.tract for Police and Fire Department access. 6) The easement for storm drain and sewer purposes as shown on said map. 4. All improvements to the property shall be completed in accordance with the approved plans and conditions of approval specified herein, including: • a. Fire lanes will be designated and posted to comply with City Specification#415. (FD) b. Eight(8)new fire hydrants shall be installed at locations approved by the Fire Department. (FD) c. Fire Department access roads shall comply with Huntington Beach Fire Code and City Specification#401. (FD) d. Two vehicle access points will be required as shown on the plan. Security gates will be designed to comply with City Specification#403. (FD) e. Names of streets shall be submitted to and approved by the Huntington Beach Fire Department in Accordance with City Specification#429. (FD) f. The project will comply with all provisions of the Huntington Beach Fire Code and City Specification#422 and#431 for the abandonment of oil wells and site restoration. (FD) g. The projectwill comply with all provisions of the Huntington Beach Municipal Code Title 17.04.085 and City Specification#429 for new construction within the methane gas overlay district..(FD) h. All roadways shall be completed to the base course of asphalt prior to combustible construction. Fire hydrants will be installed prior to combustible construction. (FD) (97CL 1209-15) i. All units built on"flag lots"(buildings that are further than 150 feet from the nearest street to the back of the building) shall have automatic sprinklers installed throughout to comply with Huntington Beach Fire Department and Uniform Building Code Standards. Shop drawings will be submitted to and approved by the Fire Department prior to. installation..(Potentially lots#8, 12,33,40,.55). (FD) j. The developer shall install 14 36 inch box trees on site in addition to the standard landscape requirements. k. Installation of required landscaping and irrigation systems and landscape irrigation and planting installation shall be certified to be in conformance with the City approved landscape plans by the landscape architect of record in written form to the City Landscape Architect prior to the final inspection and approval. (PV ) 5. A Conditional Use Permit shall be required and approved prior to issuance of building permits for construction of any residential units. INFORMATION ON SPECIFIC CODE RFOUIREM_F,NTS -TENTATIVE TRACT VMAP NO, 14660: 1. All applicable Public Works fees shall be paid prior to map recordation.(PV ) 2. Park and Recreation Fees shall be paid,or accrued credits assigned,prior to acceptance of the final map by City Council. 3. The project shall comply with the Affordable Housing Plan for the Holly Seacliff area. 4. Tentative Map No. 14660 shall become null and void unless exercised within two (2) years of the date of final approval. An extension of time may be granted by the Planning Director pursuant to a written request submitted to the Planning Division a minimum 30 days prior to the expiration date. 5. The applicant shall submit a check in the amount of$38 for the posting of the Notice of Exemption at the County of Orange Clerk's Office. The check shall be made out to the County of Orange and submitted to the Department of Community Development within two (2) days of the Planning Commission's action. (97CL1209-16 Recording requested by, and when recorded, mail to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: City Clerk CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, SHEA-VICKERS RESIDENTIAL, L.L.C., AND PLC WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (Agreement) by and between the City of Huntington Beach, a municipal corporation ("City"), and Pacific Coast Homes, a California corporation, and Garfield Partners, a California corporation, was recorded in the Official Records of Orange County, California as Document No. 90-599766; and Portions of the property covered by the Agreement were thereafter sold to PLC, a California general partnership (hereinafter, "Developer"), and a portion to MS Vickers II, L.L.C., a Delaware limited liability company along with an assignment of the rights, duties and obligations under the Agreement; and Developer wishes to sell a portion of the Property, as described in the legal description and sketch attached hereto as Exhibits "A-I" and"A-2,"respectively, to Shea-Vickers Residential, L.L.C., hereinafter referred to as the "Buyer"; and The Agreement provides in part at Paragraph 4.2 that: Prior to making the dedications and improvements required herein, Developer may sell, assign or transfer the Property in whole or in part with the consent of the City, such consent not to be unreasonably withheld. City's consent will not be required if such assignment is made to an affiliate of Developer. Any purchaser, assignee or transferee shall have all of the rights, duties and obligations arising under this Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred; and This document is solely forth® Tax-Exempt-Government Agency CITY OF hiUNTINGTOPI BEACH business of the-City 4/s:PCD:Agree:S-VCnsnt � e Br C Clerk RLS 98-XXX of Huntington Beach, as contem- 4/28/98 :' ef.' under Government Code ' 4 BY: '3 r and a �culd be recorded eputy City Cie frS.0 of charge. The City is willing to consent to the sale of the Property and to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, and Buyer wishes to memorialize their acknowledgment of all their respective rights, duties and obligations they shall assume upon the sale of the Property and assignment of the Agreement; NOW, THEREFORE, the City, Developer and Buyer do hereby agree and acknowledge as follows: 1. CONSENT TO SALE OF PROPERTY The City hereby consents to the sale of the Property to Buyer. 2. CONSENT TO ASSIGNMENT The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, subject to the terms and conditions set forth herein. 3. ACKNOWLEDGMENT OF RIGHTS, DUTIES AND OBLIGATIONS The Buyer hereby acknowledges that by accepting this assignment, it accepts all of the rights, duties and obligations arising under the Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred. 4. INCORPORATION OF EXHIBITS Attached hereto and incorporated by this referenced as though fully set forth herein are the following exhibits: A-1: Legal Description of the Property. A-2: Sketch of the Property B. Clarification of Development Agreement Rights and Duties. 5. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyer as provided above, Developer shall have no further obligations with respect to the Property arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer, except for those specific obligations retained by Developer as identified in Exhibit B and Paragraph 6 below. 2 4/s:PC D:Agree:S-V Cnsnt RLS 98-XXX 4/28/98 6. COMPLETION OF DEVELOPMENT AGREEMENT OBLIGATIONS. The consent hereby given is expressly conditioned upon the items stated above, and the completion of all of the following items: a. All terms and conditions of the Holly Seacliff Development Agreement No: 90-1, not explicitly defined within Exhibit B shall continue to be the responsibility of PLC; and b. PLC shall be responsible for construction of all infrastructure in conformance with pages 20 and 21 of the Holly Seacliff Development Agreement No. 90-1 and further clarified by PLC in their letter to the City, dated May 7, 1996. C. The Buyers shall pay the Library Development Fee pursuant to Huntington Beach City Council Resolution 96-71 for all of their building permits in accordance with Ordinance No. 3344. IN WITNESS WHEREOF, the parties hereto have executed this Certificate by and through their authorized officers on the date first above written. BUYER: CITY OF HUNTINGTON BEACH, a SHEA VICKERS RESIDENTIAL, L.L.C. California municipal corporation a Delaware limited liability company by: Shea Homes Limited Partnership Mayor a California limited partnership its member ATTEST: by: J.F. Shea Co., Inc. a Nevada corporation City Clerk its governin APPROVED AS TO FORM: By: Name: 1—g�S :j%n /,, -V-4City Attorney (print or type) C"" H 11,Sl f4 Its: (circle one)Chairman of the Board, REVIEWED AND APPROVED: President,An ice Presiden By: City AdriffEistrator Name: LAY,Jw rhARCOCAu INITIATED AND APPROVED: (print or type) J, Its: (circle one: Secretary,Any ssistant Secretary Chief Financial Officer,Any Assistant Treasurer Director Of Co pity Development 3 4/s:PCD:Agree:S-V Cns n t RLS 98-XXX 4/28/98 PLC, a California General Partnership By: PLC Holdings, a California general partnership (general partner of PLC) By: Paclaco, Inc., a California co oration its general partn By: Name: CIVAOAR t fWE-!�, (Type or Print) Its(circle one)(i)Chairman of the Board(ii)President (iii)Any ice Presiden And By: /�--• Name: (Type or Print) Its: (circle one)(i ecreta ii)Any Assistant Secretary: (iii)Chief Financial Officer(iv)Any Assistant Treasurer BY: T/L HUNTINGTON BEACH LLC, a Delaware limited liability company, its general partner BY: BRAMALEA CALIFORNIA, LLC, a California limited liability company BY: LENNAR HOMES OF CALIFORNIA, INC. a California corporat' n, ager By Name:S �'a (Type or Print) Its:(circle one)(i)Chairman of the Board(ii) President (iii)(Any Vice President AND 4 4/s:PCD:Agree:S-VCnsnt RLS 98-XXX 4/28/98 By: C Name: (Type or Print) Its: (circle one)(i)Secretary(ii)Any Assistant Secretary (iii Chief Financial Officer(iv)Any Assistant Treasurer 5 4/s:PCD:Agree:S-V Cnsnt RLS 98-XXX 4/28/98 CALIFORNIA ALL-PURPRE ACKNOWLEDGMENT State of County of I ' On before me, Cefte no- LL"4. Date / / Name and Title of Officer(e.g.,'Jane Doe,Notary P ") personally appeared Sh h11 U Name(s)of Signer(s) ,impersonally known to me—OR-❑ - tefy evideR to be the person(o whose name&sia subscribed to the within instrument and acknowledged to me that a executed the same in his 4,er, e authorized capacit , and that by ih�signatureQ on the instrument the persor<z)) LAURA A NELSON or the entity upon behalf of which the person) acted, ( Commission# 106U63 executed the instrument. -o R, Notary Public—CallfoMiG orange County My Comm. Expires Jul 23,1999 WITNESS m hand and official seal. G, Signature of Notary Public 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 �; gFGawj fo?Aerqle,��,.� yQ,..�! i�fe 4rru.Y►ry�i+, Title or Type of Document: (- a dlLn C �! F,3�sheer-didces e semen-h�.P Document Date: AO G4-61 Number of Pages: ✓�,o s7 ' n Signer(s) Other Than Named Above:Jh' P414�_� Sw, 1/w Cr 'Worl-" ' ,vice Pr'e,� / ac/a co 1• (�,,.,,� Capacity(ies) Claimed by Signer(s) rev c¢,,Ad.. k ,�,- Signer's Name: --5�?1rleN U� �� Signer's Name: ��1e y� I Individual ❑ Individual §1 ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): El Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ( ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee _ ❑ Viet Guardian or Conservator '-- ❑ Guardian gr Co servator � Other: �a�y� Top of thumb here ?P Other: Cc Top of thumb here ��'' • 1 Signer Is Representing: Signer Is Representing: ®1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1.800.876-6827 r � s' $ � - c EXHIBIT A-1 REQUEST FOR CONSENT TO SALE OF PROPERTY DEVELOPMENT AGREEMENT NO. 90-1 HOLLY SEACLIFF AREA Date: April 10, 1998 Property Location: South of Ellis Avenue, East of Gothard Street Property Address: No current address Assessor's Parcel No(s).: 111-073-12 & 13 Legal Description: Lots 1-98 and Lettered Lots A-X of Tract 14660 Acreage: approx. 21.01 acres Current Owner: Name: PLC Address: 23 Corporate Plaza Drive, Suite 250 City/ST/Zip: Newport Beach, CA 92660 Telephone: (714) 721-9777 Contact: Bill Holman Assignee/Buyer: Name: Shea Homes (Shea Vickers Residential LLC) Address: 603 South Valencia Avenue City/ST/Zip: Brea, CA 92822 Telephone: (714) 985-1300 Contact: Ron Metzler Existing Use of Property: Vacant Residential Intended Use of Property: 98 single family homes Existing Entitlements/Permits: Approval Date: Environmental Impact Report No. 89-1 January 8, 1990 General Plan Amendment No. 89-1 January 8, 1990 Development Agreement No. 90-1 November 5, 1990 Holly Seacliff Specific Plan (SP 9) April 20, 1992 Local Coastal Program Amendment No. 96-3 April 7, 1997 Tentative Tract Map No. 14660 December 9, 1997 Attachments: Exhibit B for attachment to Certificate of Consent • � 3 "� �� r- - r <"� ' � �.s"' a. Fm Me— �S.aa``•CA r. a .��..•-_'.��_ __ate_ 1 rr �, rl pp U pp O � 75, p , . , TRACT 60 NO. 146 Fe�is>t �� . � i EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES &OBLIGATIONS BETWEEN PLC (SELLER)AND SHEA HOMES (BUYER) FOR BELMONT RESIDENTIAL PROJECT(PROPERTY) Section 2.2.1; Linear Park. Seller will be responsible for all park dedications required by the Agreement. In lieu of paying park and recreation fees to the City, Buyer will provide a letter from Seller assigning 1.68 acres of park dedication credits to Buyer. Section 2.2.2;Neighborhood Parks. Seller will retain all obligations for design, dedication, improvement and initial maintenance of neighborhood parks as required by the Agreement. Section 2.2.3; Public Right of Way and Private Streetscape Improvements. Seller will retain all obligations for arterial right of way and streetscape improvements as required by the Agreement. Buyer will assume responsibility for maintenance of perimeter landscape improvements. Section 2.2.4; Traffic and Circulation Improvements, Seller will retain all obligations,with the following clarifications: 2.2.4 • Seller will retain all traffic impact fee credits for Developer improvements. In lieu of paying traffic impact fees to City,Buyer will provide a letter from Seller assigning$151,950 in traffic impact fee credits to Buyer. 2.2.4(g); Buyer will be responsible for payment of future traffic fees, if any, imposed by ordinance and applicable to the Property. 2.2.4(h)and(i);Seller will retain all credits and reimbursements for traffic and circulation improvements due under this section of the Agreement, unless modified by subsequent agreement with the City. Section 2.2.5; Water, Sewer, Drainage and Utility Improvements, Seller will retain all obligations, with the following clarifications: 2.2.5 Seller will retain all credits and reimbursements for sewer, drainage, utility and water improvements due under this section of the Agreement unless modified by subsequent agreement with the City. 2.2.5(h); Seller will retain all obligations, credits and reimbursements for water system improvements due under this section of the Agreement unless modified by subsequent ' agreement with the City. In lieu of paying water capital facilities fees to the City, Buyer will pay Seller(AMOUNT TBD) for offsite water facilities to serve the Property. Section 2.2.6; Fire and Emergency Medical, Seller will retain all obligations,with the following clarification: 2.2.6(b); Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7; Police, Seller will retain all obligations,with the following clarification: 2.2.7 a • Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.8; School Facilities, Seller will retain the obligation for designation of a public elementary school site. Buyer will be responsible for payment of school impact fees associated with development of the Property. Section 2.2.9; Other Development Controls 2.2.9(a),• Not applicable to Property. 2.2.9(b); The Property will remain subject to all provisions of the Holly Seacliff Specific Plan. Seller will retain the obligation to provide affordable housing(15 moderate income units) in accordance with the Holly Seacliff Specific Plan Affordable Housing Plan for Seacliff Partners' Properties, dated February 28, 1994, or as such plan may be amended from time to time. Section 2.2.10, Fees, with the following clarifications: 2.2.10(a), (b), (c), (fl, (g), (i) and(j); Buyer will be liable for payment of any development fees applicable to the development of the Property, not already paid or mitigated by Seller. 2.2.10 d • Buyer will be liable for payment of any Police/Fire operating fee if such fee is adopted by the City and applicable to the development of the Property. To the extent Seller may have credits under Sections 2.2.6(b) and 2.2.7(a), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10 e : Buyer will be liable for the payment of water service fees and water capital facilities fees applicable to the development of the Property. To the extent Seller may have credits or be eligible for reimbursement under Section 2.2.5(h), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(h),• Traffic Impact Fees, refer to 2.2.4(f)above. STATE OF CALIFORNIA COUNTY OF ORANGE On June 11, 1998, before me, Marion P. Fahrenkamp, Notary Public , personally appeared Les Thomas and Layne Marceau , personally known to me moved tG to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. >�1411tI1N1N114111f11111111VNI1111N11I{Ittl INIII IIIII{IHlllllflllltlllflfl{fllltilll>= WMION P.FAHRENKAMP Commission# 1179687 z Notary Puollc—Califomio Orange County =_ ;� nw Comm.1111111111111IIIII Ex i1es,A 12,2002' ._� /J �r�/ /�J 51111iII11111111111111111iIfIII11111111I11111IIII111111111Hlllllllllllf$ Marion P. Fahrenkamp California General Purpose Acknowledgment For all documents executed in the State of California CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Ca l l �cY h,i a County of _ ra AqA _ On T YU � , 199'� before me, ►� I Date t�► T Name and Title f Officer �(e.g..'Ja(a Doe,Notary Public') personally appeared �]Yl�rt�to /y`'J {Z, �.ACL Marr chaS Name(s)of Signers) personally known to me—OR—❑proved to me on the basis of satisfactory evidence to be the person@ whose name(@ iaiaresubscribed to the within instrument and acknowled d to me that�efsi�e the executed the same in . their uthorized capacity ies and that by DEE BAKER hisihe§>v ignaturE on the instrument the person , Commission#108600l or the upon behalf of which the persor(res acted, ,•s Notary PubnC—CoRfomin executed the instrument. Orange County My Comm,Expires Apr 19,2000 WITNESS my hand and official seal. 6 Signature of Notary Public 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: � o�CM hj AILf'_Ls L o-P V f-- -ti,,.,. of ham,DLWLw Ua a dnT �*. -n I•� Document Date: 5�aa-1��14rcam a.�s Pi r Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee _ ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-600-876.6827 Z AMERI ti � E R l STATE OF CALIFORNIA }ss. COUNTY OF } On / 9 Sap , before me, Roberta M. Kern pers nally appeared Qraham Jones G171-j Christopher C. Gibbs personally known to me e on to be the person(s) whose name(s) subscribed to the within instrument and acknowledged to me that he�theyxecuted the same in h' �theiruthorized capacity(ies), and that by hi their ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNES and official seal. Sign e ROBERTA M. KERN COMM. #1119189 M► NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY —` My Comm.Expires Dec.B,2000 (This area for official notarial seal) -Title of Document Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company F EX rr o............. A p r yxx'4 r' EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER)AND SHEA HOMES (BUYER) FOR BELMONT RESIDENTIAL PROJECT(PROPERTY) Section 2.2.1. Linear Park. Seller will be responsible for all park dedications required by the Agreement. In lieu of paying park and recreation fees to the City, Buyer will provide a letter from Seller assigning 1.68 acres of park dedication credits to Buyer. Section 2.2.2;Neighborhood Parks. Seller will retain all obligations for design, dedication, improvement and initial maintenance of neighborhood parks as required by the Agreement. Section 2.2.3; Public Right of Way and Private Streetscape Improvements. Seller will retain all obligations for arterial right of way and streetscape improvements as required by the Agreement. Buyer will assume responsibility for maintenance of perimeter landscape improvements. Section 2.2.4; Traffic and Circulation Improvements, Seller will retain all obligations, with the following clarifications: 2.2.4 • Seller will retain all traffic impact fee credits for Developer improvements. In lieu of paying traffic impact fees to City, Buyer will provide a letter from Seller assigning$151,950 in traffic impact fee credits to Buyer. 2.2.4(,):Buyer will be responsible for payment of future traffic fees, if any, imposed by ordinance and applicable to the Property. 2.2.4(h)and (i); Seller will retain all credits and reimbursements for traffic and circulation improvements due under this section of the Agreement, unless modified by subsequent agreement with the City. Section 2.2.5; Water, Sewer Drainage and Utility Improvements, Seller will retain all obligations, with the following clarifications: 2.2.5(Q); Seller will retain all credits and reimbursements for sewer, drainage, utility and water improvements due under this section of the Agreement unless modified by subsequent agreement with the City. 2.2.5(h); Seller will retain all obligations,credits and reimbursements for water system improvements due under this section of the Agreement unless modified by subsequent agreement with the City. In lieu of paying water capital facilities fees to the City, Buyer will pay Seller(AMOUNT TBD)for offsite water facilities to serve the Property. Section 2.2.6; Fire and Emergency Medical, Seller will retain all obligations, with the following clarification: 2.2.6 b • Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7; Police, Seller will retain all obligations,with the following clarification: 2.2.7 a • Seller will retain all obligations,credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.8; School Facilities, Seller will retain the obligation for designation of a public elementary school site. Buyer will be responsible for payment of school impact fees associated with development of the Property. Section 2.2.9: Other Development Controls 2.2.9(a).Not applicable to Property. 2.2.9 b • The Property will remain subject to all provisions of the Holly Seacliff Specific Plan. Seller will retain the obligation to provide affordable housing(15 moderate income units) in accordance with the Holly Seacliff Specific Plan Affordable Housing Plan for Seacliff Partners' Properties, dated February 28, 1994, or as such plan may be amended from time to time. Section 2.2.10; Fees, with the following clarifications: 2.2.10(a), (b). (c), M, (g), (i)and(j); Buyer will be liable for payment of any development fees applicable to the development of the Property, not already paid or mitigated by Seller. 2.2.10 d • Buyer will be liable for payment of any Police/Fire operating fee if such fee is adopted by the City and applicable to the development of the Property. To the extent Seller may have credits under Sections 2.2.6(b)and 2.2.7(a), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10 e : Buyer will be liable for the payment of water service fees and water capital facilities fees applicable to the development of the Property. To the extent Seller may have credits or be eligible for reimbursement under Section 2.2.5(h), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(h); Traffic Impact Fees, refer to 2.2.4(f)above. STATE OF CALIFORNIA COUNTY OF ORANGE On June 11, 1998, before me, Marion P. Fahrenkamp, Notary Public , personally appeared Les Thomas and Layne Marceau , personally known to me (erpr$ved to me OR the bar,*r, of rbatisfaGt6Fy evideRGe) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. �11111111111111111I IIII I I I I I I III I I III I I I I I I I I I I Itll I II IIIIIIIII IIIIIIIIIIIIfIIIIIItIIII1LL' MARION P.FAHRENKAMP Commission;# 1179687 z Notary Public-Calitomia Or;rage County -_ _ — nry Comm.Expires A;i�l x 12,2002= �Illllllllllllllllll�ili�!(Illllfllllllllllllllllll llllllllll!II�IIIIIIIIIIIIIIIIIIIIIIr4} ztL6fjz:.'��Z Marion P. Fahrenkamp California General Purpose Acknowledgment For all documents executed in the State of California CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Ca�1 �Y rt•ta County of ra-,a t- On S Yu- I before me, Q Ida p^ , Nt aYi,� �Lt��)C� Date Name and Title f Officer ��(e.g.,'Ja(a Doe,Notary Public') personally appeared n M•T {-2. cJ VvC 1VlaV Name(s)of Signer(s) 1 personally known to me—OR—❑proved to me on the basis of satisfactory evidence to be the person sU whose name(@ i are ubscribed to the within instrument and acknowled�t�heir me that-he>si�e the executed the same in uthorized capacity ies and that by DEE BAKER their ignaturE on the instrument the person-1 Commission#Iwool or the entity upon behalf of which the persor(�s acted, .-s Notary Public—California executed the instrument. Orange County My Comm.Ev7es Apr 19,2000 WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on.he document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: SLk L 04-4r6 V- f-- tk, cow of '`�h ,Dom, (��a�'1a,,s a�.- r •B. Document Date: 51- P,,,14s La PLC. Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder.Call Toll-Free 1-800-676-6827 AM � I --��•� �,�' ��► OOP } STATE OF CALIFORNIA }ss. COUNTY OF } On 9 90 , before me, Roberta M. Kern , pers nally appeared Qraham Jones G-IliChristopher C. Gibbs personally known to me e on to be the person(s) whose name(s) subscribed to the within instrument and acknowledged to me that �theyxecuted the same in hr�r their uthorized capacity(ies), and that by hi their ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNES and official seal. Sign e ROBERTA M. KERN COMM. #1119189 •r NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY —' My Comm.Expires Dec.8,2000 (This area for official notarial seal) Title of Document Date of Document No. of Pages Other signatures not acknowledged 3008(1194)tGeneml) FI7ct Amorirnn Tills Inch—n—r`—^ .... RCA ROUTING SHEET INITIATING COMMUNITY DEVELOPMENT DEPARTMENT DEPARTMENT: SUBJECT: Consent for Pending Sale of Tentative Tract No. 14660 in the Holly Seacliff Development Agreement Area COUNCIL MEETING DATE: July 20, 1998 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable 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 Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial I Not Applicable EXPLANATION FOR :MISSING ATTACHMENTS REVIEWED RETURNED FOR DED. Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) ( ) City Clerk ( ) EXPLANATION FOR R TURN O_F ITEM. Only)(Below Space For City Clerk's Use RCA ROUTING SHEET INITIATING COMMUNITY DEVELOPMENT DEPARTMENT DEPARTMENT: SUBJECT: Consent for Pending Sale of Tentative Tract No. 14660 in the Holly Seacliff Development Agreement Area COUNCIL MEETING DATE: July 20, 1998 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable 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 Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable .. . EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FOR DED . . Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) ( ) City Clerk ( ) EXPLANATION FOR R TURN OF ITEM... Only)(Below Space For City Clerk's Use