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CITY OF
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October 23, 2001
Ms. Mary Beth Broeren, Senior Planner
Planning Department
De
2000 Main Street
Huntington Beach, CA 92648i � I/C1 I VK KA
Subject: Holly Seacliff Development Agreement No. 90-1 (,U W MA
PLC Land Company Annual Monitoring Report
Dear Mary Beth:
Enclosed please find PLC Land Company' 2001 Annual Monitoring Report s required
by the Holly Seacliff Development Agreement No. 90-1. The attache taUTe identifies all
developer obligations and the status of compliance with each obligation as of September
30, 2001. -
In accordance with Section 3.1 of the Agreement, would you please forward this report to
all affected departments, Planning Commission and City Council for their review and
approval and issuance of a certificate of development agreement compliance.
Please let me know if there is any additional information you need.
Sincerely,
��N464Z�'
William D. Holman
Planning & Government Relations
Enclosure
cc: Ray Silver, City Administrator
Howard Zelefsky, Planning Director
Gail Hutton, City Attorney
Connie Brockway, City Clerk
Chris-Gibbs
Daren Groth
19 Corporate Plaza Drive 949.721.9777 Telephone
PLC Land Company Newport Beach, California 92660 949.729.1214 Facsimile
Development Agreement No.90-1 Status Comments
Fire Section 1 Definitions
Section 2 Development of the Property
2.1 Developer's Right to Develop;City's Right to Regulate Development
Developer has vested legal right to proceed with Development
of Project in accordance with Agreement. City has right
to regulate Development of Project consistent with Developer's
vested rights and terms and conditions of Agreement.
2.2 Developer's Obligations
2.2.1 Linear Park
(a) Dedicate 41.3 acres for Linear Park: •
(1) 4.9 acres by 2/5/91. C (1) Deed to Parcel 1 (5.2 acres)delivered to City on February 4, 1991. Deed
recorded June 3, 1994 and Parcel 1 transferred to County of Orange July 14,
1994.
(2) 7.9 acres by 6/30/91. C (2) Deed to Parcel 2 (7.7 acres)delivered to City on June 28, 1991 and recorded
December 18, 1992. Parcel 2 transferred to County of Orange September
1997.
(3) 6.7 acres by 12/31/91. C (3) Deed to Parcel 3(6.7 acres)delivered to City on December 20, 1991 and
recorded December 4, 1992. Parcel 3 transferred to County of Orange
September, 1997.
(4) 7.7 acres by 6/30/92. C (4) Deed to Parcel 4 (7.4 acres) delivered to City on June 26, 1992 and recorded
March 14, 1995.
(5) 7.8 acres by 12/31/92. C (5) Deed to Parcel 5(7.7 acres)delivered to City on December 15, 1992 and
recorded March 14, 1995.
(6) 3.6 acre after Shell gas plant removed,by 12/31/94. C (6) Parcel 6 deeded to County of Orange on May 27, 1994 per Amendment 1 to
Development Agreement 90-1. •
(7) City has option for 5 years for additional 2.7 acres C (7) City Council authorized exercise of option to acquire Parcel 7b on April 4,
or 4.5 acres. 1994. City Council released option to acquire Parcel 7a by quitclaim deed
recorded December 22, 1994. Deed to Parcel 7b accepted by City on
December 4, 1995 and recorded on December 8, 1995.
C=In Compliance P=In Progress F=Future Obligation
1 10/22/2001
I.\MARTI\DOCUMENTS\DA-ANNUAL MONITORING REPORT
Development Agreement No.90-1 Status Comments
(b) Dedicate land free and clear of oil and gas equipment. C (b) All oil and gas wells on dedicated parcels(except Parcel 7b)have been
(Does not apply to Parcel 7b.) abandoned in compliance with the State of California Division of Oil and
Gas standards and all production equipment was removed prior to
dedication. Oil well abandonment and disposition reports and
environmental site assessments have been submitted evidencing compliance
with applicable regulations and accepted by the Fire Department.
(c) Rough grade portion of Park adjacent to Tentative Tract C (c) Rough grading completed June 1998.
14355;cooperate on other rough grading.
(d) Provide landscaped buffer between park and new tracts. C (d) Landscaped buffer adjacent to park within Tract 14355 (Bluffs)completed.
(e) Provide CLTA preliminary title report on dedicated land. C (e) Title reports were delivered with above deeds for dedicated parcels.
(f) Receive credit for 35.6 acres of park dedications. C (f-g)City has authorized a credit of 42.32 acres for Parcels 1-7. City has not issued
credits for 10.13 acres of neighborhood parks dedicated. •
(g) If City requests additional 2.7 acres,then credit is 41.3 acres; C
if City requests additional 4.5 acres,then credit is 43.1 acres.
(h) Park credit can be applied to other residential developments. P (h) To date, City has applied 30.38 acres of credit to new developments, leaving
PLC a balance of 11.94 acres(7/30/01).
(i) Additional dedication or fees may be required by law. F
2.2.2 Neighborhood Parks
(a) Dedicate 12 acres for neighborhood parks. P (a) A 3.1-acre portion of the SeaGate Neighborhood Park within Tract 14978 was
dedicated, improved and accepted by the City in April 1999. 7.03 acres of
neighborhood parkland were dedicated as part of Tracts 15675 and 15728.
Park improvements were accepted by the City in August 2000.
(b) Identify sites on tentative maps and dedicate at recordation. P (b) One additional 4-acre neighborhood park is planned to be developed within
the SeaGate community,pending City approval of a Remedial Action Plan for
the site and completion of soil remediation by Chevron.
(c) Construct improvements for$1,200,000. Complete each park P (c) Improvements to the SeaGate Neighborhood Park totaling$725,000 were •
at one-half unit occupancy of each planning unit. completed in August 1997. Improvements to the Peninsula Neighborhood
Park totaling$1,208,900 were completed in August 2000.
(d) Maintain park until City acceptance at final release of tract. C (d) The City has accepted maintenance of both neighborhood parks dedicated.
C= In Compliance P=In Progress F=Future Obligation
2 10/22/2001
I:\MARTI\DOCUMEVIS\DA-ANNUAI.MONITORING REPORT
Development Agreement No.90-1 Status Comments
2.2.3 Public Right of Way and Private Streetscape Improvements
(a) Dedicate and improve public rights of way per Facilities P (a) Phase 1 improvements to Garfield Avenue,Seapoint Street and Edwards
Improvement Plan. Street north to Ellis Avenue completed October 1992. Phase 2A (Ellis
Avenue-Goldenwest to Gothard) completed December 1995. Phase 3A
(Gothard Street-Ellis to Garfield) completed June 1997. Phases 4A and 4B
(Garfield Avenue-Goldenwest to Main, and Main Street-Garfield to
Huntington) completed August 1998. Phase 1 B (Edwards Street-Ellis to
Inlet) completed September 1999 and 4C (Main Street-Garfield to Clay)
completed June 1999. Phase 2C and 2D (Goldenwest Street-Ellis to
Yorktown) completed August 2000. Phase 3C (Gothard Street —Garfield to
Clay) completed September 2001. Phase 2B (Ellis Avenue — Edwards to
Goldenwest) plans approved. Constuction on hold pending completion of oil •
and sewer pipeline relocation work by others.
(b) Improve perimeter streetscape and trails on Developer's P (b) Phase 1, 1A,2A-D,3A,4A and 4B perimeter landscaping completed.
Property
(c) Maintain perimeter streetscape improvements. C (c) PLC or private homeowners associations are maintaining all perimeter
landscaping.
2.2.4 Traffic and Circulation Improvements
(a) Dedicate,design and improve arterials. Prepare precise P (a) • Refer to Attachment 1 for status of alignments, improvement plans,right
plans within 120 days of Effective Date,and submit of way acquisition and construction schedules.
improvement plans within 1 year of adoption of precise plans. • As of September 30, 2001, Developer has deposited a total of$3,583,341
Commence construction within 120 days of City right of way with City to fund right of way acquisition and related legal services.
acquisition and plan approval. Complete within 3 years. • Acquisition of right of way in all phases is complete.
(b) Prepare local street plans. C (b) Local street improvement plans were submitted with each tentative tract
map.
(c) Design and construct intersection improvements. C (c) New traffic signals have been installed at the following intersections:
Ellis/Edwards, Ellis/Goldenwest, Ellis/Gothard, Promenade/Gothard, •
Promenade/Main,Garfield/Seapoint,Garfield/Edwards,Garfield/Saddleback,
Garfield/Goldenwest, Garfield/Gothard, Garfield/Main and Main/Gothard.
Opticom devices installed on all new signals.
(d) Construct and landscape medians. C (d) All medians complete.
(e) Maintain Transportation Corridor in Area C. C (e) Requirements for the designation and maintenance of the Transportation
Corridor were adopted as part of the Holly Seacliff Specific Plan. Corridor
maintained in approved Tracts 14660 and 15520.
C=In Compliance P=In Progress F=Future Obligation
3 10/22/2001
1
1AMARTI\DOCUMENTS\DA-ANNUAL MONITORING REPORT
Development Agreement No.90-1 Status Comments
(f) Pay$150 per trip traffic impact fee. C (f) As of September 30,2001,Developer has spent$4,081,010 on eligible street
improvements (includes ENR adjustments), City has paid $829,628 in
reimbursements and applied a total of $3,233,015 in traffic impact fee
credits.
(g) If Cross-Gap Connector not built during term of Agreement, F
pay additional traffic impact fees, if required by traffic study.
(h) Construct street improvements to north half of Ellis and P (h) Edwards Street improvements complete. Ellis Avenue improvements plans
Edwards north of Ellis;receive credit against traffic approved December 28,2000. Construction on hold pending completion of
impact fees. oil and sewer pipeline relocation work by others.
(i) Lower 42"water main at Edwards and Garfield. C (i) Completed as part of Phase 1 improvements.
(j) Developer eligible for Reimbursable Costs for offsite P (j) PLC and City have entered into agreement for excess capacity
infrastructure improvements. reimbursement. Developer has received$250,000 reimbursement for •
Goldenwest Street. Developer is eligible for$250,000 reimbursement
upon completion of Gothard Street,and up to$812,000 upon formation of a
reimbursement ordinance and collection of fees from future development.
(k) Dedicate all Developer's property within rights of way for C (k) Right of way dedications have been made on final maps or by separate
arterials. instrument if improvements constructed prior to final map recordation.
(1) Above improvements mitigate all traffic impacts. P
2.2.5 Water,Sewer,Drainage and Utility Improvements
(a) Construct all master plan sewer facilities to serve Project. C (a) All master plan sewer facilities complete.
(b) Construct all drainage improvements to serve Project. C (b) All master plan drainage facilities complete.
(c) Upsize infrastructure if necessary because of density transfer. C (c) Approved density transfers have not resulted in upsized infrastructure
requirements.
(d) Underground overhead utilities except 66kv transmission lines. C (d) All phases of undergrounding complete.
(e) Construct Cross-Gap water main,or its equivalent within C (e) 16- and 20-inch water mains installed in Garfield Avenue as part of Phase
project area. 1 improvements.
(f) Install "green acres"distribution and service lines. C (f) All reclaimed water lines complete. Reimbursement agreement with OCWD •
for transmission lines approved April 18, 1997.
(g) Developer eligible for Reimbursable Costs for(a)through(f). P (g) PLC and City have entered into an agreement for excess capacity
reimbursement. Developer has received full reimbursement for sewer and
drainage facilities($538,064). Developer awaiting final reimbursement from
Orange County Water District.
C=In Compliance P=In Progress F=Future Obligation
4 10/22/2001
I:\MARTI\DOCUMENTS\DA-ANNUAL MONNORING REPORT
Development Agreement No.90-1 Status Comments
(h) Construct 9 million gallon water reservoir,booster C (h) Reservoir and booster station completed October 2001 for total Actual Costs
station,well and transmission lines. Start design within of$8,821,990. PLC Reimbursable Costs are$1,272,952.
180 days of Effective Date. Start construction within 120
days of City site acquisition. Developer eligible for
Reimbursable Costs.
2.2.6 Fire and Emergency Medical
(a) At first building permit,start annual payments of$223,300 C (a) Developer completed six annual payments totalling$1,506,947. Paramedic
for paramedic services,until 1000 units or assessed value unit on-line at Gothard Station July 1993. 1,000-unit threshold met May
increase of$775 million. 1999. No further payments due.
(b) Construct, furnish and equip fire station on land provided P (b) Fire station site acquired by City September 17, 1997.Construction
by City,not to exceed cost of$3,150,000,subject to adjustment. commenced July 1999 and completed October 2000.. As of September 30, •
Developer eligible for Reimbursable Costs 2001,PLC has spent$3,462,199 for facilities design,equipment purchase,
site improvements,construction and inspections.
2.2.7 Police
(a) Construct,furnish and equip police substation at fire station at C (a) Developer has made payments totaling$850,000 to complete obligation.
cost not to exceed$654,000,subject to adjustment. Developer No Reimbursable Costs due Developer.
eligible for Reimbursable Costs.
2.2.8 School Facilities
(a) Designate school site as provided by law,and encourage C (a) Designated elementary school site acquired by Huntington Beach City
Developer and District to negotiate in good faith. School District on November 25, 1997. Construction completed and school
opened in September 1999.
2.2.9 Other Development Controls
(a) Maintain minimum of 100,000 sq. ft.GLA in "mixed C (a) Obligation assumed by Shea Vickers Development.
development"area. .
(b) Prepare a Holly-Seacliff Specific Plan. C (b) The Holly Seacliff Specific Plan was adopted by the City Council on April
20, 1992.
2.2.10 Fees
(a) Pay all fees as required by Existing Land Use Regulations. C (a) Developer has paid all required application, plan check, permit and impact
fees associated with Project for all applications submitted. In addition,
Developer has reimbursed City for staff costs related to right of way
acquisition and project management.
C=In Compliance P=In Progress F=Future Obligation
5 10/22/2001
I:\MARII\DOCIIMEMS\DA-ANNUAL MONITORING REPORT
Development Agreement No.90-1 Status Comments
(b) Pay any increases to existing fees adopted on City-wide C
basis.
(c) Pay proposed"planning permit processing fee" if adopted. F
(d) Pay any police/fire operating fee adopted,subject to F
2.2.6(a).
(e) Pay any increase in water service fee,subject to 2.2.5(h). C
(f) Pay any new city-wide fee imposed on all owners,businesses, C
and residents.
(g) Pay any new fee for new development impacts not otherwise F
mitigated,based on City study.
(h) Pay traffic impact fee,subject to 2.2.4. C (h) Refer to 2.2.4(f).
(i) Pay annual Report Review Fee. C (i) Fee paid with each Annual Monitoring Report.
0) Pay only fees that are legally valid; increases in building C
fees are not retroactive.
2.2.11 Reimbursement Agreements
The following apply to Reimbursable Costs and agreements:
(a) City shall reimburse Developer upon receipt of fees generated P (a) Holly Seacliff Specific Plan requires City to establish and administer a
from other development served by excess capacity. program for developer fair share funding of required public improvements.
Traffic Impact Fee Credit and Reimbursement Agreement approved by the
City Council on February 20, 1996 and amended as part of the April 2000
Settlement Agreement for Reimbursement for Excess Capacity.
Reimbursement agreement for Green Acres Reclaimed Water Lines
approved by OCWD on April 18, 1997. City staff preparing reimbursement
ordinance to apply to new development.
(b) Director of Public Works verify Developer's actual costs and P (b) Reimbursable Costs determination complete, Actual Costs of reservoir
determine Reimbursable Costs. and booster station to be determined upon completion.
(c) Disputes appealable to City Administrator,then City Council. P (c) Dispute over Developer reimbursements for excess capacity of public
improvements settled by approval of Settlement Agreement dated " '
April 17,2000. PLC has filed a dispute regarding City's denial of zoning
and related approvals for 2.7-acre property at Ellis and Edwards
(Parcel 7A). Settlement discussions in progress.
(d) Reimbursable Costs based on 3,780 units,even if fewer units C
built.
(e) Apportion any unrecoverable costs in an equitable manner F
between Developer and subsequent developers.
C=In Compliance P=In Progress F=Future Obligation
6 10/22/2001
L\MARTI\DOCUMENTS\DA-ANNUAL MONITORING REPORT
Development Agreement No.90-1 Status Comments
(f) City to use best efforts to obtain maximum Reimbursable Costs P (f) City and Developer have entered into an agreement for excess capacity
for Developer from future development. reimbursement. Developer has received$788,064 in reimbursements and
is eligible for an additional$2,530,000(to be adjusted for actual costs).
(g) Balance of Reimbursable Costs adjusted annually,not to exceed P
200%of original cost.
2.2.12 Approval as to Form by City Attorney
City Attorney must approve form of instruments conveying C City Attorney(and City Council)approved grant deed form for park
dedications. dedication February 4, 1991.
2.3 Development Standards and Schedule
2.3.1 Permitted uses and development standards are those set forth •
in Existing Land Use Regulations(ELUR)and Agreement.
2.3.2 Developer has right to develop at rate it deems appropriate.
Minimum schedule is Exhibit J. Rights are cumulative.
2.3.3 The only Development Exactions applicable are those in the
ELUR and this Agreement.
2.3.4 No additional Subsequent Land Use Regulations shall apply.
2.3.5 Developer may apply to form an assessment district,community 2.3.5 Proposed Cost Reimbursement District 93-1 denied by City Council
facilities district or similar special district to finance public February 22, 1994.
improvements.
2.4 Amendments to Existing Land Use Regulations
2.4.1 Developer and City may seek mutually desired changes to the 2.4.1 Holly Seacliff Specific Plan adopted April 20, 1992(Ord.3128).
Project or Existing Land Use Regulations(ELUR). If mutually Developer agreed to incorporating HSSP into ELUR December 2, 1992.
agreeable Holly Seacliff Specific Plan is approved,its standards Amendments to Holly Seacliff Specific Plan adopted May 19,1992(Ord.
become part of ELUR. Developer to notify City in writing if 3145),September 21, 1992(Ord. 3170),August 2, 1994(Ord.3243), •
Specific Plan agreeable. August 15, 1994 (Ord. 3244), April 21, 1997 (Ord. 3350) and July 6, 1998
(Ord. 3402). Affordable Housing Plan for Seacliff Partners' properties
approved by City Council February 28, 1994.
2.4.2 If ELUR conflict with State or Federal laws,those portions of
ELUR will be modified or suspended to comply.
2.4.3 Developer to comply with all state-mandated Uniform Codes.
C=In Compliance P=In Progress F=Future Obligation
7 10/22/2001
1.\MARTI\DOCUMENIS\DA-ANNUAL MONITORING REPORT
Development Agreement No.90-1 Status Comments
2.4.4 City can modify or suspend Developer's sight to proceed,if
necessary,to protect against immediate or serious threat to
public health or safety. Public hearing required if Developer
disputes.
2.5 Processing of Development Approvals
2.5.1 City agrees to review all applications in accordance with ELUR.
No subsequent or supplemental EIRs shall be required unless
impacts exceed level of impacts addressed in ELUR.
2.6 Cooperation in Securing Approvals
City to cooperate to secure permits and approvals required by •
City or other agencies having jurisdiction.
Section 3 Periodic Review Default;Remedies;Termination
3.1 Periodic Review
3.1.1 Developer to prepare and City to review an Annual Monitoring C 3.1.1 2000 annual report submitted by Developer on November 1,2000 and
Report. approved by City Council on March 5,2001.
3.1.2 City Council may review Report at public hearing.
3.1.3 &
3.1.4 Provides procedure for notice and hearing on modification or
termination, if necessary.
3.1.5 City to issue certificate of compliance, if appropriate. 3.1.5 City has issued certificates confirming Developer's compliance with the
terms of the Development Agreement for the period through April 17,2000.
PLC did not receive a certificate following the 2001 City Council approval.
3.2 Failure to perform is a default. Provides time period for cure. •
3.3 City may terminate in event of default.
3.4 Disputes are referred to a retired judge. 3.4 Retired judge Malcolm Lucas has been appointed to arbitrate current dispute
over City's denial of Zoning Map Amendment 99-2. No hearing scheduled
yet.
3.5 Remedies are cumulative. Inaction not a waiver of default.
3.6 No cross defaults.
3.7 Termination in event of judicial invalidation.
C= In Compliance P=In Progress F=Future Obligation _
8 10/22/2001
1:\MARTI\DOCUMENTS\DA-ANNUAL MONITORING REPORT
Development Agreement No.90-1 Status Comments
3.8 Restitution to Developer if City terminates without just cause.
Section 4 General Provisions
4.1 Indemnification,defense,and hold harmless
4.2 Assignment 4.2 The City has consented to the following sales or assignments of properties
covered by the Development Agreement:
Date Assignor Assignee Description
11/18/91 Pacific Coast Homes Hunt. Signal Oil Co. 3.5 acres
6/6/94 Seacliff Partners HB City School District 8.9 acres
4.3 Encumbrances of the property;right of mortgagees 5/6/96 Pacific Coast Homes PLC 387 acres
4.4 No third party beneficiaries 5/6/96 Pacific Coast Homes MS Vickers 11,L.L.C. 61 acres
4.5 Term of the Agreement is 15 years(December 5,2005) 5/20/96 PLC Carl M. Weaver 0.8 acre •
4.6 Agreement runs with the land 10/7/96 PLC Lennar Homes 34.1 acres
4.7 Project is a private undertaking 10/7/96 PLC Polygon Communities 24.0 acres
4.8 Consent shall not be unreasonably withheld 10/7/96 PLC Shea Homes 25.6 acres
4.9 Covenant of good faith and fair dealing 10/7/96 PLC Taylor Woodrow Homes 22.9 acres
4.10 Cooperation in execution of documents 12/2/96 PLC Greystone Homes 16.3 acres
4.11 Cooperation in the event of legal challenge 1/6/97 PLC SeaCountry Homes 11.39 acres
4.12 Amendments and waivers 1/6/97 PLC Rielly Homes 12.46 acres
4.13 Time of essence 1/6/97 PLC William Lyon Homes 23.3 acres
4.14 Extension of times of performance 9/2/97 PLC OC Ventures 15.5acres
4.15 Severability 11/17/97 PLC The Promenade at
4.16 Notices Seagate,LLC . 7.8 acres
4.17 Interpretation 12/15/97 PLC John Laing Homes 13.0 acres
4.18 Compliance with City's procedures 12/15/97 PLC Polygon Communities 14.5 acres
12/15/97 PLC Seacliff Ventures, L.P. 14.2 acres
7/20/98 PLC Shea Vickers Residential 21.0 acres
.4/19/99 PLC St. Augustine II LLC 15.6 acres
8/16/99 PLC Peninsula Park LLC 18.3 acres •
2/22/00 PLC Huntington Beach 10.45 acres
Company
Section 5 Authority to Execute
5.1 City Authority
5.2 Developer Authority
5.3 Recordation
5.4 Entire Agreement
C=In Compliance P=In Progress F=Future Obligation
9 10/22/2001
1.\MARTI\DOCUMCNTS\DA-ANNUAL MONITORING REPORT
ATTACHMENT 1 TO 2001 ANNUAL MONITORING REPORT
HOLLY SEACLIFF ARTERIAL HIGHWAY IMPROVEMENT STATUS REPORT -
DEVELOPER SUBMIT CITY DEVELOPER SUBMIT CITY CITY DEVELOPER DEVELOPER
ALIGNMENT PLANS ADOPT IMPROVEMENT PLANS APPROVE COMPLETE COMMENCE IMPS. COMPLETE IMPS.
ACTUAL DEADLINE ALIGNMENT ACTUAL DEADLINE IMP.PLANS ROW ACQ. ACTUAL DEADLINE ACTUAL DEADLINE
PHASE 1
GARFIELD(Seapointto Goldenwest) 2/12/1991 4/13/1991 1/6/1992 10/16/1990 1/6/1993 9/13/1991 2/5/1992 9/13/1991 6/4/1992 10/19/1992 9/13/1994
EDWARDS(Ellis to Garfield) 2/12/1991 4/13/1991 4/20/1992 10/16/1990 4/2011993 9/13/1991 3/5/1992 9/1311991 7/3/1992 10/19/1992 9/13/1994
EDWARDS(Inlet to Ellis) 2/12/1991 4/13/1991 4/20/1992 4/16/1991 4/20/1993 7/22/1998 2/3/1997 9/8/1998 11/19/1998 3/3/1999 9/8/2001 •
SEAPOINT(Garfield to Doral) 10/16/1990 4/13/1991 7/16/1990 10/16/1990 7/16/1991 9/13/1991 10/30/1991 9/13/1991 2/27/1992 10/19/1992 9/13/1994
PHASE 2
ELLIS(Edwards to Goldenwest) 2/12/1991 4/13/1991 5/3/2000 7/31/2000 8/1/2000 1V2812000 3/3/1997 4/1/2001'
ELLIS(Goldenwest to Gothard) 2/12/1991 4/13/1991 4/20/1992 8/9/1991 4/20/1993 7/22/1993 1/16/1996 10/17/1994 5/15/1996 12/14/1995 10/17/1997
GOLDENWEST(Ellis to Yorktown) 2/12/1991 4/13/1991 4/20/1992 7/13/1992 4/20/1993 3/12/1999 4/23/1999 5/3/1999 8/21/1999 8/3/2000 5/3/2002
PHASE 3
GOTHARD(Ellis to Garfield) 2/12/1991 4/13/1991 4/15/1991 2/10/1992 4/15/1992 9/2/1994 1/11/1995 9/2/1994 5/11/1995 3/28/1997 9/2/1997
GOTHARD(Garfield to Main) 2/12/1991 4/13/1991 4/15/1991 2/10/1992 4/15/1992 4/6/2000 3/8/2000 5/15/2000 7/8/2000 9/21/2001 5/15/2003
PHASE 4 •
GARFIELD(Goldenwest to Gothard) 2/12/1991 4/13/1991 4/20/1992 8/19/1991 4/20/1993 7/2/1997 5/5/1997 4/15/1997 10/30/1997 9/11/1998 4/15/2000
GARFIELD(Gothard to Huntington) 2/12/1991 4/13/1991 4/20/1992 7/28/1992 4/20/1993 7/2/1997 4/10/1998 4/15/1997 8/10/1998 9/11/1998 4/15/2000
MAIN(Huntington to Garfield) 2/12/1991 4/13/1991 4/20/1992 7/28/1992 4/20/1993 7/2/1997 4/10/1998 4/15/1997 8/10/1998 11/4/1998 4/15/2000
MAIN(Garfield to Clay) 2/12/1991 4/13/1991 4/20/1992 2/10/1993 4/20/1993 6/20/1998 3/4/1999 8/17/1998 7/2/1999 6/22/1999 8/17/2001
PLC notified City on April 13,2001 that it is delayed from constructing the Ellis Avenue improvements due to unstarted,unfinished pipeline relocation work by others 10/22/2001
r-1-2/-28-120-0'0-1=MILESTONE ACHIEVED IN CURRENT REVIEW PERIOD
• i
CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE: February 28, 2002
TO: PLC Land Company ATTENTION: William Holman
Name
19 Corporate Plaza Drive DEPARTMENT:
Street
Newport Beach, CA 92660 REGARDING: Settlement & Release
City,State,Zip
_Agreement
See Attached Action Agenda Item E-9 Date of Approval 2/4/02
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
Connie Brockway
City Clerk
Attachments: Action Agenda Page X Agreement x Bonds Insurance
RCA Deed Other
CC: H. Zelefsky Planning x x
Name Department RCA Agreement Insutaace Other
A. Balkee City Atty. x 2x
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Name Department RCA Agreemcnt Insurance Other
Name Department RCA Insurance
(Telephone:714-536.5227)
;, Ole CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE: February 28, 2002
TO: Allen, Matkins, Leek, Gamble & Mallory ATTENTION: -Stephen R.. Thames
Name
1900 Main Street, 5th Floor DEPARTMENT:
Street .
Irvine.. CA 92614-7321 REGARDING: Settlement & Release
City,state,Zip
Agreement
See Attached Action Agenda Item E-9 Date of Approval 2/4/02
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
Connie Brockway
City Clerk
Attachments: Action Agenda Page x Agreement x Bonds Insurance
RCA Deed Other
CC: H. Zelefsky Planning x x
Name Department RCA Agreement Insurance Other
A. Balkee City Atty. x 2x
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Name Department RCA Insurance
(Telephone:714-536-5227)
CITY OF HUNTINGTON BEACElm
_ y
MEETINGDATE: February 4 2002 DEPARTMENT I A 0i OQ'f ry ,
Council/Agency Meeting Held:
Deferred/Continued to: W"
Ap ved ❑ Condition II Ap oved ❑ enied •C lerk' ignature
Council Meeting Date: February 4, 20 2 Department ID Number: CA 02-001
CITY OF HUNTINGTON BEACH N
REQUEST FOR ACTION ` '
SUBMITTED TO: HONORABLE MAYOR AND MEMBERS OF THE CITY
r C. r; .
SUBMITTED BY: RAY SILVER, City AdministratorQA -,
PREPARED BY: GAIL HUTTON, City Attorney
HOWARD ZELEFSKY, Planning Director
SUBJECT: Approve a Settlement and Release Agreement between PLC and the
City of Huntington Beach regarding the development of Parcel 7A,
located west of Edwards Street, approximately 150 feet south of Ellis
Avenue
F
atement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: Whether to approve a Settlement and Release Agreement between
PLC and the City of Huntington Beach regarding the development of Parcel 7A.
Funding Source: No cost to the City.
Recommended Action: (Motion to:) Approve and authorize the Mayor and City Clerk to
execute the Settlement Agreement regarding the case entitled PLC v. City of Huntington
Beach, Orange County Superior Court Case No. 01 CC05117.
Alternative Action(s): Do not approve the Settlement Agreement.
Analysis: The City entered into a Development Agreement on November 14, 1990, with
Pacific Coast Homes and Garfield Partners. PLC Land Company is the successor-in-interest
to Pacific Coast Homes and Garfield Partners. Among other things, the Development
Agreement required PLC to dedicate one of two parcels of land to the City for inclusion in the
Linear Park: the 2.7-acre parcel that is the subject of this RCA ("Parcel 7A") or a 4.5-acre
parcel. The City required dedication of the 4.5-acre parcel, thereby making Parcel 7A
available for development.
G:\RCA\2002\02-001 PLC 2-4-02.doc -2= 1/28/02 12:01 PM
REQUEST FOR ACTION
MEETING DATE: February 4, 2002 DEPARTMENT ID NUMBER: CA 02-001
Parcel 7A was not within City Boundaries. (Its location is depicted on Exhibit "A" of
Attachment 1.) Because it is outside the City, it was the City's position that Parcel 7A was
not subject to the Development Agreement. However, if annexed to the City, PLC would
obtain the same vested rights to development as it has to the remainder of the Holly Seacliff
property subject to the Development Agreement.
On July 5, 2000, the City Council considered and denied three public hearing items related to
Parcel 7A:
1. Denied a property tax sharing agreement with the County that would have
permitted LAFCO to proceed with considering annexation of Parcel 7A to the City.
2. Denied Zoning Map Amendment No. 99-2, Zoning Text Amendment No. 00-1 and
a Local Coastal Program Amendment that would have permitted Parcel 7A to be
incorporated into the Holly-Seacliff Specific Plan as low density residential.
3. Denied Appeal of Tentative Tract Map No. 15690 and Conditional Use Permit
No. 99-14, that would have permitted development of 10 detached single family
homes; the denial was based primarily on the grounds that the proposed 13 feet of
fill on the west end of the tract was incompatible with the adjacent grade of Linear
Park.
After the City denied the approvals, PLC requested that the denials be arbitrated pursuant
to the arbitration provision of the Development Agreement. The City rejected that demand
on the basis that because the property was outside the City, it was not subject to the
Development Agreement.
Subsequently, PLC filed a lawsuit requesting, among other things, a court order compelling
the City to participate in the arbitration. The Superior Court agreed, and issued such an
order.
In the meanwhile, LAFCO authorized the annexation and it became final late last year.
Consequently, one of the major issues that led to the litigation has now been resolved.
This leaves the remaining issue of the subdivision map.
When Planning Staff recommended denial of the subdivision map considered in July 2000,
it instead recommended that as an alternative to a ten-lot subdivision, an eight-lot
subdivision be approved. PLC has now submitted an eight-lot subdivision. Since this
subdivision is a modification of the approvals originally considered by the Planning
Commission and denied by the City Council in July 1990, the matter is being brought back
to the City Council for reconsideration as an eight-lot subdivision. This subdivision is also
on the February 4, 2002 agenda along with this Settlement Agreement. The Settlement
Agreement provides that if the City Council approves the eight-lot subdivision (and
assuming that no litigation is brought to challenge the subdivision by third parties and the
G:\RCA\2002\02-001 PLC 2-4-02.doc 3= 1/28/02 12:01 PM
REQUEST FOR ACTION
MEETING DATE: February 4, 2002 DEPARTMENT ID NUMBER: CA 02-001
Coastal Commission does approve the subdivision), then the litigation will be dismissed
with prejudice and each side will bear its own costs and fees.
It is recommended that this Settlement be approved.
Environmental Status: N/A
Attachment(s):
City Clerk's
P. . • NumberDescription
1 Settlement Agreement
RCA Author: SFF
RCA: 02-001 PLC
G:\RCA\2002\02-001 PLC 2-4-02.doc + 1/28/02 12:01 PM
ATTACHMENT 1
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT ("Agreement") is entered into on
February 4 , 2002 (the "effective date") by and between PLC, a California general
partnership, and successor-in-interest to Pacific Coast Homes, a California corporation, and
Garfield Partners ("PLC"), and the CITY OF HUNTINGTON BEACH, a charter city and
municipal law corporation ("City"), and the CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH ("City Council") (collectively "Huntington Beach"). PLC and City are
collectively referred to as the "Parties."
RECITALS
A. The City and PLC's predecessor-in-interest entered into that certain Development
Agreement, recorded on November 14, 1990 under Instrument No. 90-599766 in the Official
Records of the Orange County Recorder's Office (the "1990 Holly-Seacliff Development
Agreement").
B. From 1998 through 2000, PLC applied to the City for various land use
entitlements so that PLC could annex, subdivide, develop and construct ten (10) homes on that
certain 2.7 acre parcel (so-called Parcel 7A) of then unincorporated real property located on the
west side of Edwards Street, approximately 150 feet south of Ellis Avenue (the "Subject
Property" and identified on the Site Map attached hereto as Exhibit A);
C. The City Council, at its adjourned regular meeting held on Monday, July 5, 2000,
took the following actions with respect to PLC's development proposals concerning the Subject
Property:
1. Upheld the decision of the City's Planning Commission (the "Planning
Commission") to deny Negative Declaration No. 99-18 (the "Negative Declaration");
2. Upheld the decision of the Planning Commission to deny Zoning Map
Amendment No. 99-2, Zoning Text Amendment No. 00-1, and Local Coastal
Amendment No. 00-1, with findings for denial;
3. Upheld the decision of the Planning Commission denying approval of
Tentative Tract Map No. 15690 and Conditional Use Permit No. 99-14;
4. Denied a property tax sharing agreement with the County of Orange that
would have permitted LAFCO to proceed with approving the annexation of the Subject
Property to the City; and
5. Recommended denial of the Subject Property's annexation from the
County of Orange to the City to the Local Agency Formation Commission("LAFCO").
(Items 1-5 will be collectively referred to as the "2000 Land Use Entitlements.")
D. On or about July 20, 2000, PLC received notice of the various July 5, 2000
decisions of the City Council.
609913.03/OC
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E. On April 18, 2001,PLC filed a combined mandamus and damages lawsuit against
the City entitled PLC v. City of Huntington Beach, et al., bearing Orange County Superior Court
Case No.; OICCO5117 (the "Lawsuit"). The Lawsuit includes a Verified Petition for Writ of
Mandamus and a Verified Complaint for Breach of Contract; Breach of the Covenant of Good
Faith and Fair Dealing; Inverse Condemnation; and Declaratory Relief.
F. On April 19, 2001, PLC also filed in the Orange County Superior Court, under the
same case number, a Verified Petition for an Order Compelling Arbitration and Order Staying
the Lawsuit ("Petition to Compel Arbitration"); said Petition to Compel Arbitration being based
on certain provisions contained in the 1990 Holly Seacliff Development Agreement between the
City and PLC's predecessors-in-interest.
G. The Lawsuit (including the Petition to Compel Arbitration)was assigned to the
Honorable Michael Brenner("Judge Brenner"), sitting in Department C20 of the Orange County
Superior Court.
H. June 19, 2001 was set as the hearing date on PLC's motions to compel arbitration
and to stay the Lawsuit pending the completion of arbitration.
I. Prior to June 19, 2001, the Parties filed legal briefs and evidence with the Court in
support of their respective positions.
J. On June 19, 2001, at oral argument on PLC's two motions, Huntington Beach
made an oral motion to dismiss the Lawsuit.
K. On June 19, 2001,Judge Brenner orally ruled in PLC's favor by indicating his
intention to grant PLC's motion to compel arbitration; but took no action on Huntington Beach's
dismissal motion.
L. The parties thereafter submitted letter briefs to the court regarding the propriety of
the City's dismissal motion.
M. Subsequent to June 19, 2001, Judge Brenner issued two (2) somewhat
inconsistent orders concerning PLC's motions to compel arbitration, and to stay the Lawsuit:
1. On July 16, 2001, Judge Brenner issued an ordergranting PLC's motion to
compel arbitration and to stay the Lawsuit; and
2. On August 3, 2001, Judge Brenner issued a second order: granting PLC's
motion to compel arbitration; denying PLC's motion to stay the Lawsuit; denying the
City's motion to dismiss, with prejudice, the Lawsuit; and dismissing, on the Court's own
motion, without prejudice, the Lawsuit, but allowing PLC to reopen the Lawsuit for
future and further proceedings under Code of Civil Procedure §§ 1285 through 1288.8;
N. Both orders remain in effect as of the Effective Date of this Agreement, and no
appeal or appellate court extraordinary writ has been taken by either PLC or Huntington Beach
from either order; nor have formal arbitration proceedings actually been commenced;
609913.03/OC
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0. Prior to the effective date of this Agreement, the Subject Property was annexed
into the City and now lies within the City's boundaries and is now subject to the terms and
conditions of the Development Agreement;
P. Subsequent to the issuance of the two, above-described orders, the Parties entered
into settlement discussions with a view of finally resolving all outstanding issues as between
them;
Q. Pursuant to such settlement negotiations, and without waiver of any rights, PLC,
on September 14, 2001, submitted to the City's Planning Department, revised plans for an eight
(8) lot residential subdivision on the Subject Property.
R. Among other things, PLC must obtain, and has applied for, the following land
use entitlements and approvals from Huntington Beach:
1. Negative Declaration No. 99-18;
2. Zoning Map Amendment No. 99-2;
3. Local Coastal Program Amendment No. 00-1;
4. Zoning Text Amendment No. 00-1;
5. Tentative.Tract Map No. 15690(R); and
6. Conditional Use Permit No. 99-14(R).
(These six (6) applications will be collectively referred to as the "2001 Land Use
Entitlements."
S. The Parties desire to avoid the risks and expenses attendant in further litigation
and/or arbitration proceedings, and to reach a mutual, full and final compromise and settlement
of the Parties' matters, claims, costs, expenses, fees, causes of action and the like arising from
both the Lawsuit and Petition to Compel Arbitration, as well as PLC's development of the
Subject Property.
AGREEMENT AND RELEASE
Section 1. Recitals.
The foregoing RECITALS are a substantive part of this Agreement.
Section 2. ' City Council's Denial of 2001 Development Plan; PLC's Election of
Remedies:
A. Following one or more noticed public hearings, the City Council shall reconsider
the 2001 Land Use Entitlements.
609913.03/OC
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1 • � •
B. If the City-Council fails to approve the 2001 Land Use Entitlements on or before
April 1, 2002, or any subsequent date mutually agreed upon by the parties in writing (the
"Approval Deadline"), or denies the 2001 Land Use Entitlements, or if the Coastal Commission
fails to approve Local Coastal Program Amendment No. 00-01, or if the City Council imposes
conditions on its approval of the 2001 Land Use Entitlements unacceptable to PLC, or if there is
filed any action to annul, set aside or challenge any of the 2001 Land Use Entitlements on or
before the expiration date of any period established by law for the filing of actions to so annul,
set aside or challenge any of the 2001 Land Use Entitlements, PLC shall have the choice of one
of the following two remedies:
1. PLC shall be entitled to declare, in writing,to the City,that this
Agreement is null and void. If PLC chooses this alternative, the City and PLC shall
proceed with Arbitration, pursuant to the 1990 Holly-Seacliff Development Agreement
and the July 16, 2001 Order of the Court in the Lawsuit, of the City Council's July 5,
2000 denial of the 2000 Land Use Entitlements.
2. Or, alternatively, PLC may elect to utilize the arbitration provisions of the
1990 Holly Seacliff Development Agreement, and submit any dispute regarding the City
Council's decision concerning the 2001 Land Use Entitlements to binding arbitration in
accordance with the terms of the 1990 Holly-Seacliff Development Agreement.
Huntington Beach shall submit to such arbitration, and the Parties' rights and obligations
with respect to the City Council's decision shall be governed by the 1990 Holly Seacliff
Development Agreement. If PLC selects this alternative, PLC shall be deemed to have
forever waived its right to further contest the City Council's July 5, 2000 decision
denying its ten (10) lot residential subdivision.
Section 3. City Council's Approval of 2001 Development Plan; Dismissal of Lawsuit
and Petition to Compel Arbitration.
A. Not later than fifteen(15) days after(1) the City Council has approved, or
conditionally approved PLC's 2001 Land Use Entitlements in a manner acceptable to PLC,
(2) all relevant periods of appeal or other legal challenge for such 2001 Land Use Entitlements
have expired, or any timely appeals have been favorably determined, whichever last occurs, and
(3) all other ancillary permits and approvals related to the 2001 Land Use Entitlements that are
necessary for the full development and sale of the Subject Property consistent"with the 1990
Holly-Seacliff Development Agreement and the 2001 Land Use Entitlements (including, without
limitation, conditional use permits, setback variances, a final tract map, grading and
improvement plans, building permits, and the City's consent to sale of the Subject Property) have
been issued by the City to PLC's satisfaction (collectively, the "Final Approvals"), PLC shall
separately dismiss, with prejudice, by appropriate filings with the Orange County Superior
Court, both its Lawsuit and Petition to Compel Arbitration. The Parties acknowledge that of the
six (6) land use entitlements that comprise the City's approval of PLC's 2001 Land Use
Entitlements, one of these entitlements—Local Coastal Program Amendment No. 00-1 —requires
approval by the Local Coastal Commission subsequent to the City Council's action.
B. The parties hereto acknowledge it is possible that all of the 2001 Land Use
Entitlements are approved by the Approval Deadline, but that PLC is not yet required to dismiss
609913.03/OC
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the Lawsuit and Petition pursuant to this Section because one or more Final Approvals have not
been received by PLC. In such event, except as expressly provided for in this Agreement,
nothing in this Agreement shall be construed to waive or release either party's right to seek
adjudication of any dispute arising between them in a proceeding or a forum other than the
pending Lawsuit and/or Arbitration. In that regard, both the City and PLC specifically reserve
their respective rights to object to the submittal of any such disputes to the pending Lawsuit or
Arbitration.
Section 4. Building Permit,Development and Entitlement Fees.
The City agrees that any and all building permits, development, entitlement and any and
all fees or charges related to the development and construction of Subject Property pursuant to
the 2001 Land Use Entitlements shall be in accordance with any fee structure in place and
effective July 5, 2000.
Section 5. Mutual Release.
Upon receipt of the Final Approvals by PLC, PLC, on the one hand, and Huntington
Beach, on the other, on behalf of themselves, their successors, assigns, executors, administrators,
elected officials, officers, directors, employees, beneficiaries, representatives, and agents
("Releasors"), hereby release and discharge each other and their successors, assigns, executors,
administrators, elected officials, officers, directors, employees, beneficiaries, representatives, and
agents("Released Parties"), from any and all claims, demands, costs, contracts, liabilities,
objections, actions and causes of action of every nature, whether in law or in equity, known or
unknown, suspected or unsuspected, which PLC, on one hand, and Huntington Beach, on the
other, ever had or now have or may claim to have against each other, of any nature, type or
description arising out of or related to the Lawsuit, Petition to Compel Arbitration and any
allegations and defenses raised therein.
A. PLC, on one hand, and Huntington Beach, on the other, also waive and relinquish
any and all rights which they may have under the provisions of Section 1542 of the California
Civil Code, which states:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
TO WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECTED TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR."
B. It is agreed and understood between the Parties that should this Agreement be
deemed or declared null and void pursuant to Section 213(1), the mutual and general releases
herein shall be deemed null and void.
Section 6. Compromise.
This Agreement is a compromise and settlement of the Lawsuit and Petition to Compel
Arbitration, and is not intended and shall not constitute or be construed as an admission of the
609913.03/OC
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truth or correctness of any allegation in the Lawsuit or Petition to Compel Arbitration, or be
admissible as evidence of the compromise of any issues by PLC or Huntington Beach or
admission of any facts asserted in the Lawsuit or Petition to Compel Arbitration.
Section 7. Attorney's Fees.
Except as expressly set forth herein, the Parties agree to bear their own attorney's fees and
costs incurred in connection with both the Lawsuit and Petition to Compel Arbitration, and the
negotiation,preparation, approval, execution and delivery of this Agreement, and of the
documents related to or referenced in this Agreement.
Section 8. Other Documents.
The Parties agree to execute and deliver such other documents and to take such other and
further actions as may be reasonably necessary to appropriate to effectuate and further perform
the terms and the purposes of this Agreement.
Section 9. Entire Agreement.
This Agreement embodies the entire understanding among the Parties and none of the
Parties shall be bound by any definitions, conditions, warranties, or representations other than as
expressly stated in this Agreement. This Agreement supercedes all prior agreements or
discussions between the Parties relating to the subject addressed in this Agreement and the
Parties are not bound by any representations or inducements which are not set forth in this
Agreement. The Parties intend that this Agreement serve as the exclusive, full and final
embodiment of their agreement.
Section 10. Captions —Pronouns.
Any titles, captions, or subheadings contained in this Agreement are for convenience only
and shall not be deemed part of the context of this Agreement or considered in any interpretation
or construction of the Agreement. Whenever the masculine, feminine or neuter genders are used
herein, as required by the context or particular circumstance, they shall include each of the other
genders as appropriate. Whenever the singular or plural numbers are used, they shall be deemed
to be the other as required. Wherever the present or past tense is utilized in this Agreement and
the context or circumstances require another interpretation, the present shall include the past and
future, the future shall include the present, and the past shall include the present.
Section 11. Consideration.
The Parties hereby expressly acknowledge and agree that each and every term and
condition of this Agreement is of the essence of this Agreement, constitutes a material part of the
bargain for consideration without which this Agreement would not have been executed and is a
material part of the Agreement.
609913.03/OC
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Section 12. Severability.
In the event that any provision or any part of any provision of this Agreement shall be
void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no
force and effect. The remaining provisions or this Agreement, however, shall continue in full
force and effect, and to the extent required, shall be modified to preserve their validity.
Section 13. Modifications.
This Agreement may only be changed or modified and any provisions hereof may only be
waived by a writing signed by the party against whom enforcement of any waiver, change or
modification is sought. This Agreement may be amended only in writing by mutual consent of
the Parties.
Section 14. Binding Upon Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties hereto.
Section 15. Counterparts.
This Agreement may be executed in several counterparts and all so executed shall
constitute one agreement which shall be binding on all the Parties hereto notwithstanding that all
of the Parties are not signatory to the original or the same counterpart.
Section 16. Representations and Warranties.
A. The Parties represent and warrant to and agree with each other as follows:
(1) Each party has received independent legal advice from attorneys of its
choice with respect to the advisability of making this settlement and the release provided
herein and with respect to the advisability of executing this Agreement.
(2) Except as is expressly stated in this Agreement, no party has made any
statement or representation to any other party regarding any fact, which statement or
representation is relied upon by any other party in entering into this Agreement. In
connection with the execution of this Agreement or the making of the settlement
provided for herein, no party to this Agreement has relied upon any statement,
representation or promise of any other party or their attorney not expressly contained
herein.
(3) This Agreement is intended to be final and binding upon the Parties and is
further intended to be effective as a full and final accord and satisfaction among them
regardless of any claims of fraud, misrepresentation, concealment of fact, mistake of fact
or law, duress or any other circumstances whatsoever. Each party relies upon the finality
of this Agreement as a material factor inducing that party's execution of this Agreement.
Each party agrees that from the date of this Agreement, any and all rights and/or
609913.03/OC
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liabilities existing between or among the Parties hereto shall arise solely out of the terms,
provisions, misrepresentations and warranties contained in this Agreement.
(4) The terms of this Agreement are contractual and are the result of
negotiations among the Parties. Each party has cooperated in the drafting and preparation
of this Agreement. Hence, in any construction to be made of this Agreement, the same
shall not be construed against any party.
(5) This Agreement has been carefully read by each of the Parties and the
contents thereof are known and understood by each of the Parties. This Agreement is
signed freely by each party executing it.
Section 17. Warranty of Authority.
Each party whose signature is affixed hereto in a representative capacity represents and
warrants that he or she is authorized to execute this Agreement on behalf of and to bind the entity
on whose behalf his or her signature is affixed. Further, the signatory for Huntington Beach
warrants and represents that he or she has the authority to sign this Agreement and bind all those
persons and entities collectively referred to as "Huntington Beach."
Section 18. Notices.
B. All notices shall be sent to the following address:
(1) PLC Land Company
19 Corporate Plaza Drive
Newport Beach, California 92660
Attention: William D. Holman, Planning& Government Relations
With copy to:
Stephen R. Thames, Esq.
R. Michael Joyce, Esq.
Allen, Matkins, Leck, Gamble & Mallory LLP
1900 Main Street, 5th Floor
Irvine, California 92614-7321
609913.03/OC
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(2) City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: City Manager
With copy to:
City Attorney
City of Huntington Beach
2000 Main Street—Box 190
Huntington Beach, California 92648
Attention: Scott F. Field, Esq., Assistant City Attorney
Section 19. Governing Law.
This Agreement shall be construed in accordance with and be governed by the laws of the
State of California.
Section 20. Venue.
Any action, suit or other proceeding instituted to remedy,prevent or obtain relief from a
breach.of this Agreement, arising out of a breach of this Agreement, involving claims within the
scope of the releases contained in this Agreement, or pertaining to a declaration of rights under
this Agreement, shall be instituted and maintained only in the Superior Court of Orange County,
California.
DATED:`' l 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: GcsTDs� �i�aS
Title:
By: �..�-
Name: �fi�✓��z o� ✓
Title: VlC6r— P 18 ate-
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
609913.03/OC
P6639-003/1-30-02/ema/ema -9-
By: T/L HUNTINGTON BEACH LLC, a Delaware
limited liability company, its general partner
By: LENNAR LAND PARTNERS II, a Florida
general partnership, its managing member
By: LENNAR HOMES OF
CALIFORNIA, INC., a California
corporation, Its Attorney-in-Fact
By:
Name:
Title:
By:
Name:
Title:
APPROVED AS TO FORM: ALLEN MATKINS LEC GA BLE &
MALLORY LLP
By:
StepherrR. Thames
Attorneys for Plaintiff PLC, a California
general partnership
CITY OF HUNTINGTON BEACH
Dated: By:
Debbie Cook, Mayor
APPROVED AS TO FORM: ATTEST
By: By:
Gail Hutton Connie Brockway
City Attorney City Clerk
609913.03/OC
P6639-003/1-30-02/ema/ema -1�-
By: T/L HUNTINGTON BEACH LLC, a Delaware
limited liability company, its general partner
By: LENNAR LAND PARTNERS II, a Florida
general partnership, its managing member.
By: LENNAR HOMES OF
CALIFORNIA, INC., a California
corporation, Its mey-in-Fact
By:
Nam
Titl
By: .
Name: I
Title: 6.2.�,z.54g-rk- ,Secr�4�i
APPROVED AS TO FORM: ALLEN MATKINS LECK GAMBLE &
MALLORY LLP
By:
Stephen R. Thames
Attorneys for Plaintiff PLC, a California
general partnership
CITY OF HUN INGTON BEAC
Dated: By:
Debbie Cook, Mayor
APPROVED AS TO FORM: ATTEST
By: By:
, _
Gail Hutton- " 5 Connie Brockway 01.- -e2
City Attorney i J City Clerk
609913.03/OC
P6639-003/1-30-02/ema/ema -1�-
JAN-30-2002 10:32 CIT`( OF HUNTINGTON BEACH 714 374 1590 P.02
JAN-30-2002 10:32 CITY OF HUNTINGTON BEACH 714 374 1590 P.03
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RCA ROUTING SHEET
INITIATING DEPARTMENT: CITY ATTORNEY
SUBJECT: Settlement and Release Agreement - PLC
COUNCIL MEETING DATE: February 4, 2002
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 TOR MISSING.ATTACHMENTS
REVIEWED - . RETURNED �FORWARDED
Administrative Staff )
Assistant City Administrator Initial )
City Administrator (Initial)
City Clerks
EXPLANA QM;eTOR.RETEURWOF ITEM .
Only)
RCA Author:
WN-1C (WNP
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT ("Agreement") is entered into on
, 2002 (the "effective date") by and between PLC, a California general
partnership, and successor-in-interest to Pacific Coast Homes, a California corporation, and
Garfield Partners ("PLC"), and the CITY OF HUNTINGTON BEACH, a charter city and
municipal law corporation ("City"), and the CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH ("City Council") (collectively"Huntington Beach"). PLC and City are
collectively referred to as the "Parties."
RECITALS
A. The City and PLC's predecessor-in-interest entered into that certain Development
Agreement, recorded on November 14, 1990 under Instrument No. 90-599766 in the Official
Records of the Orange County Recorder's Office (the "1990 Holly-Seacliff Development
Agreement").
B. From 1998 through 2000, PLC applied to the City for various land use
entitlements so that PLC could annex, subdivide, develop and construct ten (10) homes on that
certain 2.7 acre parcel (so-called Parcel 7A) of then unincorporated real property located on the
west side of Edwards Street; approximately 150 feet south of Ellis Avenue (the "Subject
Property" and identified on the Site Map attached hereto as Exhibit A);
C. The City Council, at its adjourned regular meeting held on Monday, July 5, 2000,
took the following actions with respect to PLC's development proposals concerning the Subject
Property:
1. Upheld the decision of the City's Planning Commission (the "Planning
Commission") to deny Negative Declaration No. 99-18 (the "Negative Declaration");
2. Upheld the decision of the Planning Commission to deny Zoning Map
Amendment No. 99-2, Zoning Text Amendment No. 00-1, and Local Coastal
Amendment No. 00-1, with findings for denial;
3. Upheld the decision of the Planning Commission denying approval of
Tentative Tract Map No. 15690 and Conditional Use Permit No. 99-14;
4. Denied a property tax sharing agreement with the County of Orange that
would have permitted LAFCO to proceed with approving the annexation of the Subject
Property to the City; and
5. Recommended denial of the Subject Property's annexation from the
County of Orange to the City to the Local Agency Formation Commission ("LAFCO").
(Items 1-5 will be collectively referred to as the "2000 Land Use Entitlements.")
D. On or about July 20, 2000, PLC received notice of the various July 5, 2000
decisions of the City Council.
609913.03/OC
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E. On April 18, 2001, PLC filed a combined mandamus and damages lawsuit against
the City entitled PLC v. City of Huntington Beach, et al., bearing Orange County Superior Court
Case No., O1 CCO5117 (the "Lawsuit"). The Lawsuit includes a Verified Petition for Writ of
Mandamus and a Verified Complaint for Breach of Contract; Breach of the Covenant of Good
Faith and Fair Dealing; Inverse Condemnation; and Declaratory Relief.
F. On April 19, 2001, PLC also filed in the Orange County Superior Court, under the
same case number, a Verified Petition for an Order Compelling Arbitration and Order Staying
the Lawsuit ("Petition to Compel Arbitration"); said Petition to Compel Arbitration being based
on certain provisions contained in the 1990 Holly Seacliff Development Agreement between the
City and PLC's predecessors-in-interest.
G. The Lawsuit (including the Petition to Compel Arbitration) was assigned to the
Honorable Michael Brenner("Judge Brenner"), sitting in Department C20 of the Orange County
Superior Court.
H. June 19, 2001 was set as the hearing date on PLC's motions to compel arbitration
and to stay the Lawsuit pending the completion of arbitration.
I. Prior to June 19, 2001, the Parties filed legal briefs and evidence with the Court in
support of their respective positions.
J. On June 19, 2001, at oral argument on PLC's two motions, Huntington Beach
made an oral motion to dismiss the Lawsuit.
K. On June 19, 2001, Judge Brenner orally ruled in PLC's favor by indicating his
intention to grant PLC's motion to compel arbitration; but took no action on Huntington Beach's
dismissal motion.
L. The parties thereafter submitted letter briefs to the court regarding the propriety of
the City's dismissal motion.
M. Subsequent to June 19, 2001, Judge Brenner issued two (2) somewhat
inconsistent orders concerning PLC's motions to compel arbitration, and to stay the Lawsuit:
1. On July 16, 2001, Judge Brenner issued an order granting PLC's motion to
compel arbitration and to stay the Lawsuit; and
2. On August 3, 2001, Judge Brenner issued a second order: granting PLC's
motion to compel arbitration; denying PLC's motion to stay the Lawsuit; denying the
City's motion to dismiss, with prejudice, the Lawsuit; and dismissing, on the Court's own
motion, without prejudice, the Lawsuit, but allowing PLC to reopen the Lawsuit for
future and further proceedings under Code of Civil Procedure §§ 1285 through 1288.8;
N. Both orders remain in effect as of the Effective Date of this Agreement, and no
appeal or appellate court extraordinary writ has been taken by either PLC or Huntington Beach
from either order; nor have formal arbitration proceedings actually been commenced;
609913.03/OC
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O. Prior to the effective date of this Agreement, the Subject Property was annexed
into the City and now lies within the City's boundaries and is now subject to the terms and
conditions of the Development Agreement;
P. Subsequent to the issuance of the two, above-described orders, the Parties entered
into settlement discussions with a view of finally resolving all outstanding issues as between
them;
Q. Pursuant to such settlement negotiations, and without waiver of any rights, PLC;
on September 14, 2001, submitted to the City's Planning Department, revised plans for an eight
(8) lot residential subdivision on the Subject Property.
R. Among other things, PLC must obtain, and has applied for, the following land
use entitlements and approvals from Huntington Beach:
1. Negative Declaration No. 99-18;
2. Zoning Map Amendment No. 99-2;
3. Local Coastal Program Amendment No. 00-1;
4. Zoning Text Amendment No. 00-1;
5. Tentative Tract Map No. 15690(R); and
6. Conditional Use Permit No. 99-14(R).
(These six (6) applications will be collectively referred to as the "2001 Land Use
Entitlements."
S. The Parties desire to avoid the risks and expenses attendant in further litigation
and/or arbitration proceedings, and to reach a mutual, full and final compromise and settlement
of the Parties'matters, claims, costs, expenses, fees, causes of action and the like arising from
both the Lawsuit and Petition to Compel Arbitration, as well as PLC's development of the
Subject Property.
AGREEMENT AND RELEASE
Section 1. Recitals.
The foregoing RECITALS are a substantive part of this Agreement.
Section 2. City Council's Denial of 2001 Development Plan; PLC's Election of
Remedies:
A. Following one or more noticed public hearings, the City Council shall reconsider
the 2001 Land Use Entitlements.
609913.03OC
P6639-003/1-30-02/ema/srt -3-
B. If the City Council fails to approve the 2001 Land Use Entitlements on or before
April 1, 2002, or any subsequent date mutually agreed upon by the parties in writing (the
"Approval Deadline"), or denies the 2001 Land Use Entitlements, or if the Coastal Commission
fails to approve Local Coastal Program Amendment No. 00-01, or if the City Council imposes
conditions on its approval of the 2001 Land Use Entitlements unacceptable to PLC, or if there is
filed any action to annul, set aside or challenge any of the 2001 Land Use Entitlements on or
before the expiration date of any period established by law for the filing of actions to so annul,
set aside or challenge any of the 2001 Land Use Entitlements, PLC shall have the choice of one
of the following two remedies:
1. PLC shall be entitled to declare, in writing, to the City, that this
Agreement is null and void. If PLC chooses this alternative, the City and PLC shall
proceed with Arbitration, pursuant to the 1990 Holly-Seacliff Development Agreement
and the July 16, 2001 Order of the Court in the Lawsuit, of the City Council's July 5,
2000 denial of the 2000 Land Use Entitlements.
2. Or, alternatively, PLC may elect to utilize the arbitration provisions of the
1990 Holly Seacliff Development Agreement, and submit any dispute regarding the City
Council's decision concerning the 2001 Land Use Entitlements to binding arbitration in
accordance with the terms of the 1990 Holly-Seacliff Development Agreement.
Huntington Beach shall submit to such arbitration, and the Parties' rights and obligations
with respect to the City Council's decision shall be governed by the 1990 Holly Seacliff
Development Agreement. If PLC selects this alternative, PLC shall be deemed to have
forever waived its right to further contest the City Council's July 5, 2000 decision
denying its ten (10) lot residential subdivision.
Section 3. City Council's Approval of 2001 Development Plan; Dismissal of Lawsuit
and Petition to Compel Arbitration.
A. Not later than fifteen (15) days after(1) the City Council has approved, or
conditionally approved PLC's 2001 Land Use Entitlements in a manner acceptable to PLC,
(2) all relevant periods of appeal or other legal challenge for such 2001 Land Use Entitlements
have expired, or any timely appeals have been favorably determined, whichever last occurs, and
(3) all other ancillary permits and approvals related to the 2001 Land Use Entitlements that are
necessary for the full development and sale of the Subject Property consistent with the 1990
Holly-Seacliff Development Agreement and the 2001 Land Use Entitlements (including, without
limitation, a conditional use permit, setback variances, a final tract map, grading and
improvement plans, building permits, and the City's consent to sale of the Subject Property) have
been issued by the City to PLC's satisfaction (collectively, the "Final Approvals"), PLC shall
separately dismiss, with prejudice, by appropriate filings with the Orange County Superior
Court, both its Lawsuit and Petition to Compel Arbitration. The Parties acknowledge that of the
six (6) land use entitlements that comprise the City's approval of PLC's 2001 Land Use
Entitlements, one of these entitlements—Local Coastal Program Amendment No. 00-1 —requires
approval by the Local Coastal Commission subsequent to the City Council's action.
B. The parties hereto acknowledge it is possible that all of the 2001 Land Use
Entitlements are approved by the Approval Deadline, but that PLC is not yet required to dismiss
609913.03/OC
P6639-003/1-30-02/ema/srt -4-
the Lawsuit and Petition pursuant to this Section because one or more Final Approvals have not
been received by PLC. In such event, except as expressly provided for in this Agreement,
nothing in this Agreement shall be construed to waive or release either party's right to seek
adjudication of any dispute arising between them in a proceeding or a forum other than the
pending Lawsuit and/or Arbitration. In that regard, both the City and PLC specifically reserve
their respective rights to object to the submittal of any such disputes to the pending Lawsuit or
Arbitration.
Section 4. Building Permit, Development and Entitlement Fees.
The City agrees that any and all building permits, development, entitlement and any and
all fees or charges related to the development and construction of Subject Property pursuant to
the 2001 Land Use Entitlements shall be in accordance with any fee structure in place and
effective July 5, 2000.
Section 5. Mutual Release.
Upon receipt of the Final Approvals by PLC, PLC, on the one hand, and Huntington
Beach, on the other, on behalf of themselves, their successors, assigns, executors, administrators,
elected officials, officers, directors, employees, beneficiaries, representatives, and agents
("Releasors"), hereby release and discharge each other and their successors, assigns, executors,
administrators, elected officials, officers, directors, employees, beneficiaries, representatives, and
agents ("Released Parties"), from any and all claims, demands, costs, contracts, liabilities,
objections, actions and causes of action of every nature, whether in law or in equity, known or
unknown, suspected or unsuspected, which PLC, on one hand, and Huntington Beach, on the
other, ever had or now have or may claim to have against each other, of any nature, type or
description arising out of or related to the Lawsuit, Petition to Compel Arbitration and any
allegations and defenses raised therein.
A. . PLC, on one hand, and Huntington Beach, on the other, also waive and relinquish
any and all rights which they may have under the provisions of Section 1542 of the California
Civil Code, which states:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
TO WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECTED TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR."
B. It is agreed and understood between the Parties that should this Agreement be
deemed or declared null and void pursuant to Section 213(I), the mutual and general releases
herein shall be deemed null and void.
Section 6. Compromise.
This Agreement is a compromise and settlement of the Lawsuit and Petition to Compel
Arbitration, and is not intended and shall not constitute or be construed as an admission of the
609913.03/0C
P6639-003/1-30-02/ema/srt -5-
truth or correctness of any allegation in the Lawsuit or Petition to Compel Arbitration, or be
admissible as evidence of the compromise of any issues by PLC or Huntington Beach or
admission of any facts asserted in the Lawsuit or Petition to Compel Arbitration.
Section 7. Attorney's Fees.
Except as expressly set forth herein, the Parties agree to bear their own attorney's fees and
costs incurred in connection with both the Lawsuit and Petition to Compel Arbitration, and the
negotiation, preparation, approval, execution and delivery of this Agreement, and of the
documents related to or referenced in this Agreement.
Section 8. Other Documents.
The Parties agree to execute and deliver such other documents and to take such other and
further actions as may be reasonably necessary to appropriate to effectuate and further perform
the terms and the purposes of this Agreement.
Section 9. Entire Agreement.
This Agreement embodies the entire understanding among the Parties and none of the
Parties shall be bound by any definitions, conditions, warranties, or representations other than as
expressly stated in this Agreement. This Agreement supercedes all prior agreements or
discussions between the Parties relating to the subject addressed in this Agreement and the
Parties are not bound by any representations or inducements which are not set forth in this
Agreement. The Parties intend that this Agreement serve as the exclusive, full and final
embodiment of their agreement.
Section 10. Captions—Pronouns.
Any titles, captions, or subheadings contained in this Agreement are for convenience only
and shall not be deemed part of the context of this Agreement or considered in any interpretation
or construction of the Agreement. Whenever the masculine, feminine or neuter genders are used
herein, as required by the context or particular circumstance, they shall include each of the other
genders as appropriate. Whenever the singular or plural numbers are used, they shall be deemed
to be the other as required. Wherever the present or past tense is utilized in this Agreement and
the context or circumstances require another interpretation, the present shall include the past and
future, the future shall include the present, and the past shall include the present.
Section 11. Consideration.
The Parties hereby expressly acknowledge and agree that each and every term and
condition of this Agreement is of the essence of this Agreement, constitutes a material part of the
bargain for consideration without which this Agreement would not have been executed and is a
material part of the Agreement.
609913.03/OC
P6639-003/1-30-02/ema/srt -6-
Section 12. Severability.
In the event that any provision or any part of any provision of this Agreement shall be
void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no
force and effect. The remaining provisions or this Agreement, however, shall continue in full
force and effect, and to the extent required, shall be modified to preserve their validity.
Section 13. Modifications.
This Agreement may only be changed or modified and any provisions hereof may only be
waived by a writing signed by the party against whom enforcement of any waiver, change or
modification is sought. This Agreement may be amended only in writing by mutual consent of
the Parties.
Section 14. Binding Upon Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties hereto.
Section 15. Counterparts.
This Agreement may be executed in several counterparts and all so executed shall
constitute one agreement which shall be binding on all the Parties hereto notwithstanding that all
of the Parties are not signatory to the original or the same counterpart.
Section 16. Representations and Warranties.
A. The Parties represent and warrant to and agree with each other as follows:
(1) Each party has received independent legal advice from attorneys of its
choice with respect to the advisability of making this settlement and the release provided
herein and with respect to the advisability of executing this Agreement.
(2) Except as is expressly stated in this Agreement, no party has made any
statement or representation to any other party regarding any fact, which statement or
representation is relied upon by any other party in entering into this Agreement. In
connection with the execution of this Agreement or the making of the settlement
provided for herein, no party to this Agreement has relied upon any statement,
representation or promise of any other party or their attorney not expressly contained
herein.
(3) This Agreement is intended to be final and binding upon the Parties and is
further intended to be effective as a full and final accord and satisfaction among them
regardless of any claims of fraud, misrepresentation, concealment of fact, mistake of fact
or law, duress or any other circumstances whatsoever. Each party relies upon the finality
of this Agreement as a material factor inducing that party's execution of this Agreement.
Each party agrees that from the date of this Agreement, any and all rights.and/or
609913.03/OC
P6639-003/1-30-02/ema/srt -7-
• •
liabilities existing between or among the Parties hereto shall arise solely out of the terms,
provisions, misrepresentations and warranties contained in this Agreement.
(4) The terms of this Agreement are contractual and are the result of
negotiations among the Parties. Each party has cooperated in the drafting and preparation
of this Agreement. Hence, in any construction to be made of this Agreement, the same
shall not be construed against any party.
(5) This Agreement has been carefully read by each of the Parties and the
contents thereof are known and understood by each of the Parties. This Agreement is
signed freely by each party executing it.
Section 17. Warranty of Authority.
Each party whose signature is affixed hereto in a representative capacity represents and
warrants that he or she is authorized to execute this Agreement on behalf of and to bind the entity
on whose behalf his or her signature is affixed. Further, the signatory for Huntington Beach
warrants and represents that he or she has the authority to sign this Agreement and bind all those
persons and entities collectively referred to as "Huntington Beach."
Section 18. Notices.
B. All notices shall be sent to the following address:
(1) PLC Land Company
19 Corporate Plaza Drive
Newport Beach, California 92660
Attention: William D. Holman, Planning& Government Relations
With copy to:
Stephen R. Thames, Esq.
R. Michael Joyce, Esq.
Allen, Matkins, Leck, Gamble &Mallory LLP
1900 Main Street, 5th Floor
Irvine, California 92614-7321
609913.03/OC
P6639-003/1-30-02/ema/art -8-
(2) City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: City Manager
With copy to:
City Attorney
City of Huntington Beach
2000 Main Street—Box 190
Huntington Beach, California 92648
Attention: Scott F. Field, Esq., Assistant City Attorney
Section 19. Governing Law.
This Agreement shall be construed in accordance with and be governed by the laws of the
State of California.
Section 20. Venue.
Any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a
breach of this Agreement, arising out of a breach of this Agreement, involving claims within the
scope of the releases contained in this Agreement, or pertaining to a declaration of rights under
this Agreement, shall be instituted and maintained only in the Superior Court of Orange County,
California.
DATED: 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:
Title:
By:
Name:
Title:
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
609913.03/OC
P6639-003/1-30-02/ema/srt -9-
By: T/L HUNTINGTON BEACH LLC, a Delaware
limited liability company, its general partner
By: LENNAR LAND PARTNERS II, a Florida
general partnership, its managing member
By: LENNAR HOMES OF
CALIFORNIA, INC., a California
corporation, Its Attorney-in-Fact
By:
Name:
Title:
By:
Name:
Title:
APPROVED AS TO FORM: ALLEN MATKINS LECK GAMBLE &
MALLORY LLP
By:
Stephen R. Thames
Attorneys for Plaintiff PLC, a California
general partnership
CITY OF HUNTINGTON BEACH
Dated: By:
Debbie Cook, Mayor
APPROVED AS TO FORM: ATTEST
By-/ By:
Gail Hutton Sri Connie Brockway
-0 City Attorney C City Clerk
609913.03'OC
P6639-003/1-30-02%ema/srt -1�-
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KUNTOCMIC MUM CALnui(u i
HB,
CITY OF HUNTINGTON BEACH
__..
INTERDEPARTMENTAL COMMUNICATION rr,
CD
rn
TO: CONNIE BROCKWAY, City Clerk
N FROM: GAIL HUTTON, City Attorney s
DATE: February 4, 2002
SUBJECT: Late Communication; Agenda Item E-9 on the City Council Agenda
for February 4, 2002
The City Attorney's Office hereby requests that the attached three signature pages for
the Settlement and Release Agreement between PLC and the City of Huntington Beach,
which is Item E-9 on the February 4, 2002, City Council Agenda, be added to the
backup materials.
GAIL HUTTON
City Attorney
GH/ab
gh/02memo/
LAECeM1 -n/�
VNICA�'aN �,
02/04/2002 13:52 949 729 1214 4 917143741590 N0.685 1?02
• •
(2) City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: City.Manager
With copy to;
City Attorney
City of Huntington Beach
2000 Main Street—Box 190
Huntington Beach, California 92648
Attention: Scott F.Field, Esq.,Assistant City Attorney
Section 19. Gnverning Law.
This Agreement shall be construed in accordance with and be.governed by the laws of the
State of California.
Section 20. Venue.
Any action, suit or other proceeding instituted to remedy,prevent or obtain relief from a
breach of this Agreement, arising out of a breach of this Agreement, involving claims within the
scope of the releases contained in this Agreement, or pertaining to a declaration of rights under
this Agreement, shall be instituted and maintained only in the Superior Court of Orange County,
California. t`'"',�,A'
DATED: t.. 1i 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:
Title: �1
B �L`-^
y.
Name. ���-
Title:
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
60"13.03I0C
P66]9-007/1•]0.071amycmo -9- •
FEB-e4-2002 12:01 949 729 1214 95% P.02
01/31/2002 18:08 949 729 1214 4 917143741590 N0.671 1?02
01,Ue.2002 13:56 FAX 949 633 630 ALL.EN NATKINS • 9 002
By: T/L HUNTINGTON BEACH LLC,a Delaware
• limitcd liability company,its general partner
By: LENNAR LAND PARTNERS A,a Florida
general partnership,its managing member i
By: LENNAR HOMES OF
CALIFORNIA,INC.,a California
corporation,Its Attorney-in-Fact
By:
Name:
Title:
By:
Name:
Title:
APPROVED AS TO FORM: ALLEN MATKINS LFECK G LE&
MALLORY LLP
By:
Sta a R. es
Attorneys for Plaintiff'PLC, a California
general partnership
CITY OF HUNTINGTON BEACH
Dated:, By:
Debbie Cook,Mayor
APPROVED AS TO FORM: ATTEST
By: By:
Gail Hutton Connie Brockway
City Attoraay City Clerk
rbws•aaan-so•ot�ow�r -lo-
JAN-31-2002 16:18 949 729 1214 95% P.02
02/04/2002 13:14 949 729 1214 4 917143741590 N0.683 P02
Feb-04-02 06:55am From-Leonar Fo Bldrs 049 666 6626 T-257 P.0021002 F-009
By: T/L HUNTINGTON BEACH LLC, a Delaware
limited liability company, its general px%ner
By: LE-NNAR LAND PARTNERS II, a Florida
general partnership, its managing member
By: LEN TNAR HOMES OF
CALIFORNIA, INC., a California
corporation, Its . rn y-in-Fact
By-
rvp®•
Tit, �'C.
By: -
Name:
Title: �i5;,�-d�► ,yb- �Se�,.,��a�+�,
APPROVED AS TO FORM: ALIEN MATK.INS LLCK GAMBLE&
NiALLORY LLP
By:
Stephen R. Thames
Attorneys for Plaintiff PLC,a California
general partnership
CITY OF HUNTINGTON BEACH
Dated: By:
Debbie Cook, Mayor
APPROVED AS TO FORM: ATTEST
By: By: .
Gail Hutton Connie Brockway
City Attorney City Clerk
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