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HomeMy WebLinkAboutPLC LAND CO. - 1997-12-15 (3) D�Xr 1 7 'Ja- I'L44. — Council/Agency Meeting Held:_ ly/ Deferred/Continued to: e Approve ❑ Conditionally Approved ❑ Denied City Clerk's 56nature o x= Council Meeting Date: December 15, 1997 Department ID Number: CD-R-604 x, -�,.ve t- w. �C.c:Gad �'--� N •^�-, �3ctka..., 7L. m CITY OF HUNTINGTON BEACH .. .,�,rn REQUEST FOR COUNCIL ACTION - SUBMITTED TO: HONORABLE MAYOR AND CITY.COUNCIL MEMBERS ' SUBMITTED BY: RAY SILVER, Acting City Administrator 0i?d PREPARED BY: MELANIE S. FALLON, Community Development Director SUBJECT: Approve Consent For Pending Sale of Tentative Tract No. 14355 in 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. 14355, the residential project The Bluffs, (an 85 unit single family project at Edwards and Garfield) to Polygon Communities, Inc. and Seacliff Ventures, L.P. (Manning Homes). The project is subject to the Holly Seacliff Development Agreement and has been approved by the Planning Commission. Section 4.2 of the Holly Seacliff 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 Polygon Communities, Inc. and Seacliff Ventures, L.P. (Manning Homes). 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. '14355 to Polygon Communities, Inc. and Seacliff Ventures, L.P. (Manning Homes); and a r.,o e i 2. Authorize the Mayor execute the Certificates of Consent to the Sale of Property and the Assumption of Rights Duties and Obligations."AAA -& /`e ?w' same wi REQUEST FOR COUNCIL ACTION MEETING DATE: December 15, 1997 DEPARTMENT ID NUMBER: CD 97-60 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. 14355 in the Holly Seacliff Development Agreement area and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant: PLC Location: Approximately 40 acres located at the northwest corner of Edwards Streets and Garfield Avenue 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 1996, was approved by the Planning Commission on March 25, 1997 and the City Council on May 5, 1997. 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 Polygon Communites and Seacliff .Ventures, L.P. (Manning Homes) for the sale of Tentative Tract No. 14355 (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. CD97-60.DOC -2- 11/20/97 9:24 AM REQUEST FOR COUNCIL ACTION MEETING DATE: December 15, 1997 DEPARTMENT ID NUMBER: CD 97-60 The subject property is currently vacant and was approved for 85 detached single family homes on August 12, 1997 by the Planning Commission. Polgygon Communities will acquire 59 lots and Seacliff Ventures, L.P. will acquire 26 lots. Grading activities have begun on the property, and construction of homes is expected to begin in the Spring of 1998. The letter from PLC indicates that PLC will generally retain responsibility for the obligations of the Development Agreement. The buyers 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. All conditions of approval for the project remain in effect. These conditions include compliance with infrastructure improvements and construction of a park road adjacent to the proposed regional park. The affordable housing requirement for this project will be met via the construction of moderate income units in another area of Holly Seacliff. 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 two Certificates of Consent Agreement (Attachment Nos. 4 and 5) which have been signed by the seller, the buyers; the Certificates 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 to execute the Certificates of Consent. There are no outstanding public improvement issues related to the property, and the terms of the Development Agreement will be fulfilled. 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. CD97-60.DOC -3- 11/20/97 9:24 AM REQUEST FOR COUNCIL ACTION MEETING DATE: December 15, 1997 DEPARTMENT ID NUMBER: CD 97-60 AttachmentUl: City Clerk's Page Number ........................ .............. ...................... ..................... ....................... ......................... ...... ._ ........................._ ........ ....................... ...... ........................I................. 1. Vicinity Map 2. Letter from PLC dated October 8, 1997 3. Tentative Tract No. 14355 Conditions of Approval 4. Certificate of Consent Agreement for Polygon Communities 5. Certificate of Consent Agreement for Seacliff Ventures, L.P. (g:\rcaforms\cd 97-60) CD97-60.DOC -4- 11/20/97 9:24 AM T:TACHN4EN..::-I.:::: 1 i 1 MC FAD EDRJOM a. WARM TALSW . ADAM DMXANAPOLZ MiANU PROJECT BAWL= a � ii r yg S D4R►�fro VICINITY MAP J� TT 14355 / CDP 97-5 HUNTINGTON BEACH HUNTRtGTON BEACH PLANNING DNG4ION T R W _ _ Or PR, ism October 8, 1997 Ms. Melanie Fallon, Director Community Development Department 2000 Main Street Huntington Beach, CA 92648 Subject: Request for City's Consent to Sale of Property Holly Seacliff Development Agreement No. 90-1 Bluffs Residential Project; APN 110-015-81 & 84 Portion of Tentative Tract Map No. 14355 Dear Melanie: PLC has entered into an agreement to sell the above property, located west of Edwards Street, north of Garfield Avenue, to Manning 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 approved 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 Manning 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 first City Council meeting in December, if possible. Very truly yours, 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 250 714.721.9777 Telephone Newport Beach,California 92660 714.729. 1214 facsimile PIC October 8, 1997 Ms. Melanie Fallon, Director Community Development Department 2000 Main Street Huntington Beach, CA 92648 Subject: Request for City's Consent to Sale of Property Hollv Seacliff Development Agreement No. 90-1 Bluffs Residential Project; APN 110-015-81 & 84 Portion of Tentative Tract Map No. 14355 Dear Melanie: PLC has entered into an agreement to sell the above property, located west of Edwards Street, north of Garfield Avenue, to Polygon Communities, Inc. 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 approved 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 Polygon Communities, Inc. 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 first City Council meeting in December, if possible. Very truly yours, 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. 721.9777 Telephone Newport Beach,California 92660 714.729. 1214 Facsimile �..- TTAaH� o u �.; y tl I � Huntington Beach Planning Commission P.O. BOX 190 CALIFORNIA 82648 August 15, 1997 PLC Land Company 23 Corporate Plaza, Ste. 250 Newport Beach, CA 92660 SUBJECT: TENTATIVE TRACT MAP NO. 14355/COASTAL DEVELOPMENT PERMIT NO. 97-5 (The Bluffs) PROPERTY OWNER: PLC Land Company, 23 Corporate.Plaza, Ste. 250,Newport Beach, CA 92660 REQUEST: To permit the subdivision of approximately 40.2 acres into 85 numbered lots and 24 lettered lots for future development of 85 single family residential units. Associated infrastructure, including roads and utilities, will be constructed. The request includes the creation of a park road that will provide public access to the proposed Harriett M. Wieder Regional Park directly west of the residential project. The request also includes grading of the project site and approximately four acres of the proposed Park adjacent to the project site and installation of perimeter fencing for the residential project. LOCATION:. Northwest corner of Garfield Avenue and Edwards Street DATE OF ACTION: August 12, 1997 Your application was acted upon by the Planning Commission of the City of Huntington Beach on August 12, 1997, and your request was conditionally=roved. Attached to this letter are the Findings and Conditions of Approval for this application. (pccIS12-13) t Under the provisions of the Huntington Beach Ordinance Code,the action taken by the Planning Commission is final unless an,appeal is filed to the City Council by the Applicant or an aggrieved party. Said appeal must be in writing and must set forth in detail the actions and grounds by and upon which the applicant or interested party deems himself aggrieved. Said appeal must be submitted to the City Clerk's office within ten(10)workine days of the date of the Commission's action. There is no fee for the appeal of a coastal development permit. In your case, the last day for filing an appeal is August 26, 1997. This project is in the Appealable portion of the coastal zone. Action taken by the Planning Commission may not be appealed directly to the Coastal Commission unless Title 14, Section 13573 of the California Administrative Code is applicable. Section 13573(a)(3) states that an appeal may be filed directly with the Coastal Commission if the appellant was denied the right of local appeal because local notice and hearing procedures for the development did not comply with the provisions of this article. The other three grounds for direct appeal do not apply. If the above condition exists, an aggrieved person may file an appeal within ten(10)working days,pursuant to Section 30603 of the Public Resources Code, in writing to: South Coast Area Office California Coastal Commission 200 Oceangate, 1 Oth Floor Long Beach, CA 90802-4302 Attn: Theresa Henry (562) 590-5071 The Coastal Commission review period will commence after the City appeal period has ended and no appeals have been filed. Applicants will be notified by the Coastal Commission review. Applicants are advised not to begin construction prior to that date. Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void two (2)years after final approval,unless actual construction has started. If there are any further questions,please contact Mary Beth Broeren,Associate Planner at (714) 536-5271. Sincerely, Howard Zelefsky, Secretary Planning Commission by: Scott Hess,AICP Senior Planner Attachment: Findings and Conditions of Approval (pcc1812-14) i f FINDINGS AND CONDITIONS OF APPROVAL TENTATIVE TRACT MAP NO. 14355/ COASTAL DEVELOPMENT PERMIT NO. 97-5 FINDINGS FOR APPROVAL-TENTATIVE TRACT MAP NO. 14355: 1. Tentative Tract Map No. 14355 for subdivision of 40.2 gross acres for the purpose of an 85 unit residential subdivision and creation of a park road for public access to the proposed Harriett M. Wieder Regional Park is consistent with the General Plan Land Use Element designation of Residential Low Density and Open Space-Park on the subject property, or any applicable specific plan, or other applicable provisions of this Code. Single family developments and parks are permitted uses. 2. The site is physically suitable for the type and density of development at 2.1 units per gross acre. The site was previously studied for a greater intensity of land use (four 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. FINDINGS FOR COASTAL DEVELOPMENT PERMIT NO. 97-5: 1. Coastal Development Permit No. 97-5 for the subdivision of 40.2 acres for purposes of an 85 unit residential project and grading and construction of related infrastructure including, streets,utilities and a park road for public access to the proposed Harriett M. Wieder Regional Park, as proposed or as modified by conditions of approval, conforms with the General Plan, including the Local Coastal Program. Specifically, the project preserves and enhances visual resources within the coastal zone through creation of a park road which provides public access to views of coastal resources and through provision of adequate landscaping. (pcc1812-15) 2. The project is consistent with the requirements of the CZ Overlay District,the base zoning district, as well as other applicable provisions of the Municipal Code. The proposed lots comply with all code requirements, including lot size and lot frontage. The project will comply with the mitigation measures of Environmental Impact Report No. 89-1. 3. At the time of occupancy the proposed development can be provided with infrastructure in a manner that is consistent with the Local Coastal Program. Access,utilities,and all other infrastructure will be provided as required by the Holly Seacliff Specific Plan and the City. 4. The development conforms with the public access and public recreation policies of Chapter 3 of the California Coastal Act. Proposed subdivisions located 300 feet away from the water are not required to provide vertical or lateral access to coastal resources. The project does include a park road which provides public access to views of the coast shoreline and wetland areas and will provide direct access to the proposes Harriett M. Wieder Regional Park located within the coastal zone. CONDITIONS OF APPROVAL-TENTATIVE MAP NO, 14355: 1. The tentative map received and dated June 11, 1997, shall be the approved layout with the following modifications: a. A common landscape lot or landscape easement, as approved by the Park, Tree and Landscape Division,shall be provided on the exterior side of Lot No. 26. 2. Prior to submittal of the final map for approval by the City Council,the following shall be required: a. The revised map pursuant to Condition No. 1 shall be submitted to the Department of Community Development for review and approval by the Planning Division and the Park, Tree and Landscape Division. b. 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 the location of the earthquake fault setback lines. The CC&Rs must be in recordable form prior to recordation of the map. 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. (PW) a. A Lot Line Adjustment or modification.of the final map placing the project slopes within the tract boundary and the park road outside of the tract boundary shall be approved and recorded, or the project slopes shall be maintained through a Maintenance Agreement. (pcc1812-16) i b. The following shall be dedicated to the City of Huntington Beach: l. The water system and appurtenances as shown on the improvement plans for this tract. 2. An easement over the private streets for Police and Fire Department access. 3. A two foot public utility easement within the private streets. 4. Access rights in, over, across,upon and through the private streets fro the purpose of maintaining, servicing,cleaning,repairing and replacing the water system. c. All vehicular access rights to Garfield Avenue and Edwards Street shall be released and relinquished to the City of Huntington Beach except at locations approved by the Planning Commission. d. The remaining street improvements at the intersection of Seapoint Street and Garfield Avenue shall be completed per Public Works Standards. The median in Seapoint Avenue shall be modified with respect to planting and irrigation to Public Works standards based on revisions directed by the City Traffic Engineer. The landscape Plans shall be reviewed and approved by the Park, Tree and Landscape Division. (PW) e. The park access road shall be constructed per Public Works Standards. The road and park road gates shall be completed prior to final inspection of the first residential unit in the project. f. Contour the grade or vary the slope grade behind lots 67-77 to provide a more natural look. g. 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. h. A sewer study shall be submitted for Public Works approval. The developer shall design and construct the sewer system required to serve the development. i. The design of the storm drain and sewer system shall be approved by the Public Works Department. j. The sewer and storm drain system shall be private to the end of the first manhole'or junction structure downstream of the tract. The private systems which include storm drain filter cleansing traps shall be maintained by the Homeowners Association. k. Cross gutters will not be permitted on Edwards Street at Street"A"and Street"I". In addition, a cross gutter will not be permitted at Garfield Avenue and the park access road. (pcc1812-17) 1. The water improvements shall be designed and installed per the City of Huntington Beach Water Division's Standard Plans; Specifications and Design Criteria. m. The developer shall submit water system calculations with the project's first plan check. n. No combustible construction shall occur without the approved water system installed. o. A separate water meter and backflow prevention device shall be provided for the irrigation system. p. Reclaimed water shall be used for only the irrigation system in the proposed Harriett M. Wieder Regional Park, adjacent to the Southern California Edison property, along Edwards Street and along Garfield Avenue. q. 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. r. 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. s. All landscaping improvements (perimeter, commonly owned areas, Regional Park slopes adjacent to the residential project) shall be installed and inspected pursuant to an approved Landscape Plan. t. All improvements to the property shall be completed in accordance with the approved plans and conditions of approval specified herein, including: 1) Fire lanes will be designated and posted to comply with City Specification No. 415. (FD) 2) Thirteen(13) new fire hydrants shall be installed at locations approved by the Fire Department. (FD) 3) Fire Department access roads shall comply with Huntington Beach Fire Code and City Specification#401. (FD) 4) 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 ) (pW812-18) 4. Prior to issuance of grading permits, a grading plan,prepared by a Registered Civil Engineer, shall be submitted to the Department of Public Works for review and approval (PW). 5. A Conditional Use Permit and,where appropriate, a Coastal Development Permit shall be required and approved prior to issuance of building permits for construction of any residential units. 6. The retaining wall on the north property line adjacent to the Southern California Edison Facility shall be either a slumpstone wall (La Paz Brown) or a battered interlocking block wall such as "Keystone,""Terrastop"or"Versa-Lok" systems, in an Earth Brown. Said wall shall not require planting or irrigation. (PW) 7. A minimum eight foot wide, 20 foot long landscape area(Portions of Lot Nos. 34 and 35) shall be maintained at the terminus of Street F. This may be maintained by the two property owners or by the Homeowners Association. INFORMATION ON SPECIFIC CODE REQUIREMENTS—TENTATIVE TRACT MAP NO. 14355 : 1. All applicable Public Works fees shall be paid prior to map recordation. (PW) 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. Final inspection(certificate of occupancy) shall not be approved for residential units in the project if the affordable housing requirements for the Holly Seacliff area are not met at the time that final inspection is requested. 4. Tentative Map No. 14355 and Coastal Development Permit No. 97-5 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. (pcc1812-19) CONDITIONS OF APPROVAL-COASTAL DEVELOPMENT PERMIT NO. 97-5: 1. The building area plan dated August 1, 1997,fence plan dated July 28, 1997 and entry gate plan dated March 5, 1997 shall be the conceptually approved layout with the following modifications: a. Depict all utility apparatus, such as but not limited to back flow devices and Edison. transformers on the site plan. Utility meters shall be screened from view from public rights-of-way. Electric transformers in a required front or street side yard shall be enclosed in subsurface vaults. Backflow prevention devices shall be prohibited in the front yard setback and shall be screened from view. (Code Requirement) b. Depict all gas meters,water meters, electrical panels, air conditioning units,mailbox facilities and similar items on the site plan and elevations. If located on a building,they shall be architecturally designed into the building to appear as part of the building. They shall be architecturally compatible with the building and non-obtrusive,not interfere.with sidewalk areas and comply with required setbacks. 2. Prior to submittal for building permits for the fence/walls and entry gate, the following shall be completed: a Zoning entitlement conditions of approval shall be printed verbatim on the cover page of all the working drawing sets used for issuance of building permits (architectural, structural, electrical, mechanical and plumbing). b. Names of streets shall be submitted to and approved by the Huntington Beach Fire Department in accordance with City Specification No. 429. (FD) c. Submit three (3) copies of the site plan and the processing fee to the Planning Division for addressing purposes after street name approval by the Fire Department. d. All Fire Department requirements shall be noted on the building plans. (FD). e. A detailed soils analysis shall be prepared by a registered Soils Engineer and submitted with the building permit application. This.analysis shall include on-site soil sampling and laboratory testing of materials to provide detailed recommendations regarding: grading, foundations, retaining walls, streets, utilities, and chemical and fill properties of underground items including buried pipe and concrete and the protection thereof. (Code Requirement) I (pw1812-20) f. An engineering geologist shall be engaged to submit a report indicating the ground surface acceleration from earth movement for the subject property. All structures within this development shall be constructed in compliance with the g-factors as indicated by the geologist's report. Calculations for footings and structural members to withstand anticipated g-factors shall be submitted to the City for review prior to the issuance of building permits. (Code Requirement) 3. Prior to issuance of grading permits, a grading plan,prepared by a Registered Civil Engineer, shall be submitted to the Department of Public Works for review and approval. (PW) 4. Prior to issuance of building permits for the fence/walls and entry gate,the following shall be completed: a. Submit copy of the revised site plans pursuant to Condition No. 1 for review and approval and inclusion in the entitlement file to the Department of Community Development. b. A Landscape Construction Set must be submitted to the Department of Public Works and approved by the Departments of Public Works and Community Development. The Landscape Construction Set shall include a landscape plan prepared and signed by a State Licensed Landscape Architect which identifies the location, type, size and quantity of all existing plant materials to remain, existing plant materials to be removed and proposed plant materials for the entire project site including slope areas for the proposed Park directly adjacent to the residential project; an irrigation plan; a grading plan; an approved site plan and a copy of the entitlement conditions of approval. The landscape plans shall be in conformance with the Holly-Seacliff Specific Plan, and all landscape planting, irrigation and maintenance shall comply with the City Arboricultural and Landscape Standards and Specifications. (PW) (Code Requirement) c. Final design elevations of grading shall not vary from elevations shown on the tentative map by more than one (1) foot. (PW) d. The Final Map shall be accepted by the City Council,recorded with the Orange County Recorder and a copy filed with the Department of Community Development. (Code Requirement) e. Submit gated entryway (access control devices)plans to the Department of Community Development. The gated entryway shall comply with Fire Department Standard No. 403. Prior to the installation of any gates, such plan shall be reviewed and approved by the Community Development, Fire and Public Works Departments. 5. Prior to combustible construction,all roadways shall be completed to the base course of asphalt. (pcc1812-21) •5 b. During construction,the applicant shall: a. Use water trucks or sprinkler systems in all areas where vehicles travel to keep damp enough to prevent dust raised when leaving the site: b. Wet down areas in the late morning and after work is completed for the day; c. Use low sulfur fuel (.05%)by weight for construction equipment; d. Attempt to phase and schedule construction activities to avoid high ozone days (first stage smog alerts); -e. Discontinue construction during second stage smog alerts. 7. Prior to final building permit inspection and approval for the fence/walls and entry gate the following shall be completed: a. All improvements to the property shall be completed in accordance with the approved plans and conditions of approval specified herein, including: 1) Fire lanes will be designated and posted to comply with City Specification No. 4.15. (FD) .2) Thirteen(13)new fire hydrants shall be installed at locations approved by the Fire Department. (FD) 3) Fire Department access roads shall comply with Huntington Beach Fire Codeand City Specification#401. (FD) 4) 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. (PW) b. Compliance with all conditions of approval specified herein shall be accomplished and verified by the Community Development Department. c. All building spoils, such as unusable lumber, wire, pipe, and other surplus or unusable material, shall be disposed of at an off-site facility equipped to handle them. (pcc1812-22) - 1 d. The project will comply with all provisions of the Huntington Beach Fire Code and City Specification Nos. 422 and 431 for the abandonment of oil wells and site restoration. (FD) e. The project will comply will all provisions of Huntington Beach Municipal Code Title 17.04.085 and City Specification No. 429 for new construction within the methane gas overlay districts. (FD) 8. A Conditional Use Permit and, where appropriate, a Coastal Development Permit shall be required and approved prior to issuance of building permits for construction of any residential units. 9. .The Community Development Director.ensures that all conditions of approval herein are ` complied with. The Community Development Director shall be notified in writing if any changes to the site plan, elevations and floor plans are proposed as a result of the plan check process. Building permits shall not be issued until the Community Development Director has reviewed and approved the proposed changes for conformance with the intent of the Planning Commission's action and the conditions herein. If the proposed changes are of a substantial nature, an amendment to the original entitlement reviewed by the Planning Commission may be required. INFORMATION ON SPECIFIC CODE REQUIREMENTS: 1. Coastal Development Permit No. 97-5 shall not become effective until the ten day appeal period has elapsed. 2. Coastal Development Permit No. 97-5 shall become null and void unless exercised within two (2)years of the date of final approval or such extension of time as may be granted by the Director pursuant to a written request submitted to the Department of Community Development a minimum 30 days prior to the expiration date. 3. The Planning Commission reserves the right to revoke Coastal Development Permit No. 97- 5,pursuant to a public hearing for revocation, if any violation of these conditions or the Huntington Beach Ordinance Code or Municipal Code occurs. 4. An encroachment permit shall be required for all work within the right-of-way. (PW) 5. The development shall comply with all applicable provisions of the Municipal Code, Building Division, and Fire Department as well as applicable local, State and Federal Fire Codes, Ordinances, and standards, except as noted herein. This includes Chapter 14.52, Water Efficient landscape Requirements of the Municipal Code. (pW812-23) j 6. Construction shall be limited to Monday-Saturday 7:00 AM to 8:00 PM. Construction shall be prohibited Sundays and Federal holidays. 7. The applicant shall submit a check in the amount of$38.00 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#wo (2) days of the Planning Commission's action. (pcc1812-24) -a.� _ -. - W CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK December 22, 1997 Gary L. Granville, County Clerk-Recorder P. O. Box 238 Santa Ana, CA 92702 Enclosed please find a Certificate Of Consent To The Sale Of Property And The Assumption Of Rights, Duties And Obligations By And Between The City Of Huntington Beach, Seacliff Ventures, L.P., 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 return a conformed copy of the Consent To Sale when recorded and return to this office in the enclosed self-addressed stamped envelope.- . Connie Brockway, CMC City Clerk Enclosures .g:\followup\deeditr:Seacliff Ventures, L.P., and PLC (Telephone:714-536.5227) Recording requested by, and RECEIVED when recorded, mail to: City of Huntington Beach EC 0 3 1997 2000 Main Street DEPCOMMUNITY DEVELOPMENTTMENT OF 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, SEACLIFF VENTURES, L.P., 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-l"and"A-2,"respectively,to Seacliff Ventures, L.P., 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 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 Tax-kxempt-Government AgenSPis dootiment le aa114�.y for the RLS97-8-851 4/sS97gree:Consent:SeaVentr 'CITY OF HUNTINGTON BEACIOfficial business of the City 11/4/97 Connie Brockway, CMC of Huntington Beach. as contem— Bya City Cie �lated under Government Code Sec. 6103 and should be recordei puty City Clerk free of ehn""A_ l 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. 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: 2 4/s:G:4-Agree:Consent:SeaVentr RLS 97-851 I 1/4/97 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: SEACLIFF VENTURES, L.P., CITY OF HUNTINGTON BEACH a California Limited Partnership a California municipal corporation f� �NAG1AjP*4r ��� i Mayor e: S AA i�s4 . M Ar IVY (Type or Print) ATTEST: Its(circle one Chairman of the Board tt Presiden (iii)Any Vice President7r��.�� � 1�Ji s City Clerk 19� And /► APPROVED AS TO FORM: e: 6S C • MA-144 IN City ILoh e(Type or Print) 3 � � ,Its: (circle one)(i)Secretary(ii)Any Assistant Secretary IED AND APPROVED: (iii) hief Financial Officer(iv)Any Assistant Treasurer City A ministrator INITIATED AND APPROVED: Director of Corrundnity Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:GA-Agree:Consent:SeaVentr RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach,L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability.company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corpora 'on(managing By: PLC Holdings, a California general member of T/Lon Beach L.L.C.) partnership (general partner of PLC) By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name:. 6TffWn) M A1&- (T or Print) Its(circle one)(i)Chairman of the Board By. (ii)President(iii Any Vice President Name: G 2►9 h�M %S (Type or Print) Its(circle one)(i)Chairman of the By: (ii)President(iii)Any ice Presi e t Name: 02 C, C.M tKrl A-/t/ And (Type or Print) Its(circle one) at (ii An Assistant Secretary(iii)Chief Financial Officer(t )Any By: Assistant Treasurer Name: CAiQ t S 7b P H-t_YL c G lag S (Type or Print Its: (circle one)(i) ecretary ii)Any Assistant Secretary: (iii)Chief Financial icer(iv)Any Assistant Treasurer u 4 4/s:GA-Agree:Consent:SeaVentr RLS 97-851 11/4/97 STATE OF CALIFORNIA SS. COUNTY OF ORANGE On DECEMBER 2,1997 ,before me, LORETTA SCHOENINGH, NOTARY P11RT.Tr, PERSONALLY APPEARED JAMS C. MANNING personally known to me (ar-pr&ved4o-fne-er}4ke-basis-of satisfactvrpT) to be the person44 whose name(&) is/are subscribed to the within instrument and acknowl- edged to me that he/she-/4hey executed the same in his/ tmr}ttmir authorized capacity(ies"), and that by his/�er4 -their signature(s) on the instrument the person(.&), or the r t,,� •.,' LORETTASCHOENINGH entity upon behalf of which the person(&) acted, executed COMM. r 1140978 Cl) zw the instrument. r>s Notary Ora geiCounty Ia .. My Commission Expires i MAY 31, 2001 WITNESS my hand and official seal. Signature This area for Official Notarial Seal 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 © CORPORATE OFFICER CERTIFICATE OF CONSENT TO THE SALE OF PRESIDENT TITLE OR TYPE OF DOCUMENT REAL TITLE(S) PROPERT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL $ ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE ro-osi Rev.6/94 ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA SS. COUNTY OF ORANGE On DECEMBER 3,1997 ,before me, LORETTA SCHOENINGH, NOTARY PUBLIC, PERSONALLY APPEARED JAMES C. MANNING personally known to me (eempfeyied-#o en-the-basi" -satiafaetorp-e%44er-tee) to be the person(s) whose name(s.) is/are subscribed to the within instrument and acknowl- edged to me that he/she{4key executed the same in his/ -�lertth,°ir authorized capacity(ie ), and that by his/her-/ their signature(a) on the instrument the person(4), or the r W LORETTA SCHOENINGH entity upon behalf of which the person(s) acted, executed COMM. x 1140978 Cl) Notary Public-California the instrument. My Cromm ssro0 Expires MAY 31, 2001 WITNESS my hand and official seal. Signature This area for Official Notarial Seal 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 CERTIFICATE OF .CONSENT TO THE SALE ® CORPORATE OFFICER OF REAL PROPERTY CHEIF FINANCIAL OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL 8 ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE ID-081 Rev.6/94 ALL-PURPOSE ACKNOWLEDGEMENT 'T AM E R I STATE OF CALIFORtMA }ss. COUNTY OF On ;;,� J�. / s9 , before me, Robelrta M. Kom personally appeared G- 219 11'QA �jzA.ES /,X ® (� 1'L► S/D e4 az G. G leg Q S , personally known to me ( o be the person(s) whose name(s) i ar subscribed to the within instrument and acknowledged tome that h they xecuted the same in hi �tuthorized capacity(ies), and that by hi �theirsignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNnmhand and official seal. Signa ROBERTA M. KERN T— COMM. #1119189 •�► NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY My Comm.Explres Oec.6,2000 (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 T AMERI As, o } STATE OF CALIFO IA }ss. COUNTY OF } On J 7. / 9 4'7 , before me, Roberta M. Kem , personally appeared cam! personally known to me ( ) to be the person(s) whose name(s).is re subscribed to the within instrument and acknowledged to me that h he executed the same in h' �thuthorized capacity(ies), and that by H4e their ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS d and official seal. Signat ROBERTA M. KERN . COMM. #1119189 M NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY '+ My Comm.EXPIMI DID.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" CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On /61 19g7 before me, �ra.4", �, Date Name and Title of Officer .g., Jane Doe,NotCh Public") Ij personally appeared Name(s)of Signer(s) 2-p--e'rsonally known to me— to be the person(& whose name( is/af-e subscribed to the within instrument and acknowledged to me that heflsheAhey-executed the [' ,YBRICE l.HENRY same in#Wher/their authorized capacity0e6),and that by bas/ Commission1157474 z her/ etrsignature(sj on the instrument the person(," IS r N otary Public-California ; or the entity upon behalf of which the person( acted, l; Orange County executed the instrument. My Comm.Expires Oct 2,2001 WITNESS my hand and official seal. Signature of Notary Pu61 1 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 1 1 Title or Type of Document: ??� l Document Date: Number of Pages: 15� Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) ,cN�n�(c1., � e-�� Si l 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. _ I ❑ Guardian or Conservator ❑ Guardian or Conservator Gather: �MnV — Top of thumb here ❑ Other: Top of thumb here ( Signer Is Representing: Signer Is Representing: OF U f' U 0 1995 Nationat 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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT _ Jj State of County of .y ,1 On /'!, /9R7 before me, ar.� ye, _ Date Name and Title of Officer(e.g., Jane Doe,Notary blic") personally appeared 6 , Name(s)of Signer(s) Mj:re'rsonally known to me- to be the person( whose names) is/atfe subscribed to the within instrument and acknowledged to me that 4ief1sheAhey executed the MAYBR(CE L HENRY same in*is/heFAhe* authorized capacity0es), and that by ) Commission# 1157474 Z hWher/Sk►&signature(s;on the instrument the person(s), Z .� Notary Public-California >_ or the entity upon behalf of which the person(s) acted, orange county executed the instrument. My Comm.Expires Oct 2,2001 WITNESS my hand and official seal. Z. ' Signature of Notary EqMta- 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 , -•�-dZ Document Date: t�7 Number of Signer(s) Other Than Named Above: Ely Capacity(ies) Claimed by Sij r(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: 1 1 OF �- �J 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: November 3, 1997 Property Location: North of Garfield Avenue, West of Edwards Street Property Address: No current address Assessor's Parcel No(s).: 110-015-81 & 110-015-84 Legal Description: Lots 40-65 and Lettered Lots A, B, K, L, M., P, Q, W, X, AA and EE of Tract 14355 Acreage: approx. 14.18 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: Seacliff Ventu_ res, L.P. Address: 20201 S.W. Birch Street, Suite 200 City/ST/Zip: Newport Beach, CA 92660 Telephone: (714) 250-4200 Contact: Jim Manning Existing Use of Property: Vacant Residential Intended Use of Property: 26 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. 14355 August 12, 1997 Coastal Development Permit No. 97-5 August 12, 1997 Attachments: Exhibit B for attachment to Certificate of Consent EXHIBIT A-2 LO Q LL ,• y v/Cc U.H ��L 3 � � / ! r f i l l gg ] r ^10. p A a Id nt° qg �" gqg99� a" 't' Ink I f v�1 vff S 9�F a� 1 CO� o I 11,4 11g i1� �!0'4°� C �3�t °°�qs,� ! a 9:9 9 9 gg T L Q Q ��JJ➢i9�6@���`99�g�5`•0� �ies7�� a'�5�,'-i e�y � � a�1!1 y a(L ■ g (Q� g ��e g p W cm 9dGi9$dii9"�a`a� !�al�� 9pi y �en Ea9 a19 a a1�1 3i 3�'y y y w '�9 "9� yta pve9 11@@ 91d� a .Q 1 �18Et° llga '.agPpn@�pgg'ylyaa �l 9y1yr9rY9Yy,yy9ype� gelgedge9p� ge9g9ggge9gega O ���� l9Eaa�230 il9�99I71yaP�@ i6�iiaetl� 9 J Z big 0LL p Z _. _ -- — Z ca Z of ^O H /� 6 = 9 a �! � j :, �;��� ;- as' ���? ,� ," � "� �,0- °0• ZLL or ORR�C !aalEEUl1611lIla!llltla9l! i '�\\Q�� � "e • 7 nxtxxJY.aknuJ.euenee .� — —�■ .. .'.�\: �...^O _ „ � _ � ............. ............. :oe li.•Oe � IIIaaLheyaaaaulaaaaanaa:a @��p�t, ,?':;� ., _ ® ,Ir E - i xGY.G1e.e.t.t2xsxttlEtlY■■x.■ � f r:'. � "� � � �� -.. . -- luaal:lalaaua9aaal1ll,lla!! �, ; .� o � :-. - , g w'• - .� ® ;': 9?- - .-- ----. a.ek...t.x1■.ktGYtkkGtl...aY.. �� i "' i' • s4 ^O ------� -"' �......................o...... 9 i 1 gi 11 9 ill ' v •' .. ..%'a.; . '.��' .r n n , �a-- "r 19 EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS,DUTIES &OBLIGATIONS BETWEEN PLC(SELLER)AND SEACLIFF VENTURES, L.P. (BUYER) FOR BLUFFS 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 0.45 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(AMOUNT TO BE DETERMINED) in traffic impact fee credits to Buyer. 2.2.Aigh 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 TO BE DETERMINED)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. - 10/29/97 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(4 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), (a),(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. 10/29/97 RCA ROUTING SHEET INITIATING COMMUNITY DEVELOPMENT DEPARTMENT DEPARTMENT: SUBJECT: Consent for Pending Sale of Tentative Tract No. 14355 in the Holly Seacliff Development Agreement Area COUNCIL MEETING DATE: December 15, 1997 ....................... .......... _ ........ ......... ......... ....... ... .... ......... ......__. .. ..... ... ........ ......... 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 FORWARDED -Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) City Clerk ( ) . EXPLANATION FOR RETURN OF ITEM. SpaceOnly) REQUEST FOR LATE SUBMITTAL OF RCA Department: : RCA -(-�� .. Council Meeting Date: 2 i S Date of This Request: 12.4 - 1 REASON (Why is this RCA being submitted late?): >< EXPLANATION (Why is this RCA necessary to this agenda?): CONSEQUENCES How shall delay of this RCA adversely impact the City?): Signature: O Approved 17 Denied 0 Approved O Denied Initials Required De artmen ead Ray Silver Michael Uberua a Request for Late Submittal Requests for Council Action (RCA's) are due and considered late after the City Administrator's deadline which is 5:00 P.M. Wednesday ten days prior to the Council meeting at which the item is to be heard. This deadline reflects the time needed prior to Agenda Review for Administration staff and the City Administrator,to review all RCA's and their support material prior to forwarding them to the City Clerk for placement on the preliminary agenda. It also provides time for the City Clerk's office to review the item and add,properwording for the item to the preliminary agenda for discussion at Agenda Review the following Monday. The Request for Late Submittal form provides a vehicle for RCA's to be submitted after the Wednesday, deadline when there are extenuating circumstances .which delayed the item and when action on the item is necessary at the upcoming Council meeting. Late items can agendized only with signed authorization on the Request for Late Submittal form by the Assistant City Administrator or the City Administrator. C CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK February 4, 1998 Gary L. Granville, County Clerk-Recorder P. O. Box 238 Santa Ana, CA 92702-0238 RE: Recordation of Consent to Sale of Property Tract No. 14355 Polygon Communities. Inc. PLC -Approved by Huntington Beach City Council on December 15, 1997 The attached original document was returned to the City Clerk not recorded. The advantage to the City is that the document serves to hold the buyers assumable for infrastructure requirements should PLC not adhere to the previously approved Development Agreement. I am also enclosing the first page of"Consent" documents recorded in the past which benefit the City. The "Sea . ' document which is recorded is also in Tract 14355. Thank You. 3�OL(J Connie Brockway, CMC City Clerk Enclosures g:\followup\deedltr: (Telephone:714-536-5227) RETURN ADDRESS:. DATE DEC Z 6 1997 Regretfully your unrecorded �'''S naming together with your remittance of $ 'i` 0-r- , Ck. No. .is being returned as your document is deficient in the area(s) indicated below: (1) The recorder can find no provision in the law authorizing the recording of the enclosed document(s). (2) Recording cannot be performed in this county. Please forward youf-document to County Recorder. (3) For proper indexing: a. "Et al" is not acceptable; all parties must be named. b. The name of the company, corporation or partnership must be at the signature point. c. The trustee of a trust must be identified as such. d. The names in the caption, execution and notary acknowledgment must match. e. The caption of the document and signature point need to identify who the custodian/agent represents (4) The Documentary Transfer Tax declaration must be completed to show either the amount of tax due or an acceptable reason for exemption. (See enclosed bulletin.) If there is "No consideration," document must so state. (5) The city where the property is located or"unincorporated area," is required on the deed and the tax declaration must indicate how the tax was computed. (6) The preliminary change of ownership report is required. Please complete or correct the areas marked in red. (7) The notary acknowledgment is incomplete (please see red mark) or is on an outdated form. A "General Acknowledgment",form is required. (See enclosed sample.) (8) The notary seal is illegible. You may have the.notary restamp the document clearly or you may complete the enclosed certification under the penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (9) Portion(s) of the document are illegible (please see red mark). You may execute and submit a new original, or complete the enclosed certification under penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (10) The legal description/exhibit has been omitted. All exhibits must be referenced in the body of the document and appropriately labeled. (11) Recording reference (date and document number or book and page) of the prior recorded. document is incorrect or was omitted. (12) Abstracts of.judgment must contain the address of the'judgment creditor(s), the address of the judgment debtor(s) and the address at which the summons was served or mailed. (13) Pursuant to Government Code sections 27288.1 and 27201, all parties whose interest is affected must be named and identified (i.e. owner etc'.). (14) To properly perfect a security interest, this UCC-1 must be filed with the Secretary of State, Uniform Commercial Code Division, P.O. Box 1738, Sacramento, CA 95808, unless it is a "fixture filing" pursuant to UCC section 9313. Any Financing Statement covering fixtures must include a statement that it is a fixture filing to be recorded in the real estate records, a description of real property in Orange County and, if the debtor does not own the real property, the name of the owner. (15) We have received your check without a document or letter of instruction. We are unable to determine the intent of the fee ✓ (16) The correct fee is $ (17) OTHER: THANK YOU FOR COOPERATION GARY L. GRANVILLE; 7UNTY CLERK-RECORDER Please return to: �� /r�� -._ � Clerk-Recorder BY C� y P.O. Box 238 eputy Recorderl Santa Ana, CA 92702-0238 b F0662-105(R10/96). ��� (714) 834-2887 S� Recorded in the County of Orange, California Recording requested by, and Gary L. Granville, Clerk/Recorder when recorded, mail to: IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII No Fee City of Huntington Beach 006 25007204 259980005461 10;38am 01/06/98 59 2000 Main Street C15 A38 14 0 12.00 0.00 39.00 0.00 0.00 0.00 0.00 0.00 0.00 Huntington Beach, CA 92648 Attn: City Clerk 1 CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS ZT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, SEACLIFF VENTURES, L.P., AND PLC =F N� 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 Seacliff Ventures, L.P., 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 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 Tax-kxempt-Government Agen*is document is saiolir for the 4/s:G:4-Agree:Consent:Seaventr 'CITY OF HUNTINGTON BEACl9fficial business of the City RLS 97-851 Connie Brockway, CNIC of Huntington Beach, as eontem- 11/4/97 City Cie r y Clerk free ated under Government Code By: Sec. 6103 and should 4DUty be recorded Cit of cha-r - 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: 11. 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. 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: 2 4/s:G:4-Agree:Consent:SeaVentr RLS 97-851 11/4/97 P_. 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: SEACLIFF VENTURES, L.P., CITY OF HUNTINGTON BEACH a California Limited Partnership a California municipal corporation NEa�!°bRT �'f• i Mayor e: e►itx+ prRC . M 4Ar (Type or Print) ATTEST: Its(circle one Chairman of the Board 1 Presiden (iii)Any Vice President City Clerk s197 And APPROVED AS TO FORM: e: cS C • �A-� YiE o •-� 4 (Type or Print) 7I t 4�9'/Its. (circle one)(i)Secretary(ii)Any Assistant SecretaryWED AND APPROVED: -1 (iii) hief Financial Officer(iv)Any Assistant Treasurer City AtIministrator INITIATED AND APPROVED: Director of Commdnity Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:GA-Agree:Consent:SeaVentr RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach, L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corpora 'on(managing By: PLC Holdings, a California general member of T/L HtOti n Beach L.L.C.) partnership (general partner of PLC) By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name: i9TYn> M i�'L� (T or Print) Its(circle one)(i)Chairman of the Board By: (ii)President(iii Any Vice President Name: G 2'1q hvq rn (Type or Print) Its(circle one)(i)Chairman of the By: (ii)President(iii)Any ice Presi e t Name: 19-R c. C. And (Type or Print) Its(circle one) (ii fnAssistant Secretary(iii)Chief Financial O (t )Any By: ���--_ Assistant Treasurer Name: (AiQ IS ib r H-r_YL C (Type or Print Its: (circle one)(i) ecretary ii)Any Assistant Secretary: (iii)Chief Financial lcer(iv)Any Assistant Treasurer 4 4/s:GA-Agree:Consent:SeaVentr RLS 97-851 11/4/97 STATE OF CALIFORNIA SS. COUNTY OF ORANGE On DECEMBER 2,1997 before me, LORETTA SCHOENINGH, NOTARY PUBLIC, PERSONALLY APPEARED JAMES C. MANNING . personally known to me (ar-pal-to-meei} ke431asis-04 satisfactm7-e irn ence) to be the persons} whose name( is/are subscribed to the within instrument and acknowl- edged to me that he/- li�4hey executed the same in his/ tmr/t mir authorized capacity{ies), and that by his/44eF4 -their signature(s) on the instrument the person(s), or the r �,,E:W•vim. LORErrA SCHOENINGH entitybehalf of which the acted, executed COMM. r 1140s7a (D upon w I�erson(� Q Notary Public-California the instrument. ra orange County .. My Commission Expires j MAY 31, 2001 WITNESS my hand and official seal. Signature14Af7��1 This area for Official Notarial Seal 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 CORPORATE OFFICER CERTIFICATE OF CONSENT TO THE SALE OF PRESIDENT TITLE OR TYPE OF DOCUMENT REAL TITLE(S) PROPERT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL $ ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE ID-081 Rev.6/94 ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA SS. COUNTY OF ORANGE On DECEMBER 3,1997 ,before me, LORETTA SCHOENINGH, NOTARY PUBLIC, PERSONALLY APPEARED JAMES C. MANNING personally known to me (elst�feve44.& on-thebasis-caf sntiafactorp-e�►ie�e ) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowl- edged to me that he/9he74hey executed the same in his/ +terfRreir authorized capacity(ies)-, and that by his/1w-/ their signature(s) on the instrument the person(8), or the �,E/ltY. LORETTASCHOENINGM entity upon behalf of which the person(s) acted, executed COMM. r 1140978 (n Notary Public-California the instrument. Orange County My Commission Expires .a MAY 31, 2001 WITNESS my hand and official seal. Signature This area for Official Notarial Seal 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 CERTIFICATE OF CONSENT TO THE SALE ® CORPORATE OFFICER OF REAL PROPERTY CHEIF FINANCIAL OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL 8 ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE m-osl Rev.6/94 ALL-PURPOSE ACKNOWLEDGEMENT AMERI 0 } STATE OF CALIFORI%A }ss. COUNTY OF On h,,,� /�. / S5 , before me, Roberta M. Kam personally appeared G- 2 j9 Hg/h -'DES /-d-,j ►S i��� C. G t L% S , personally known to me ( o be the person(s) whose name(s) i ar subscribed to the within instrument and acknowledged to me that h they xecuted the same in hi �tuthorized capacity(ies), and that by hi �thsignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS m hand and official seal. Signa ROBERTA, M. KERN COMM. #1119189 NOTARY pU9LIC-CALIFORNIA ORANGE COUNTY emy Comm.Expires Dec.6,2000 (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 4_ C� O 0 } STATE OF CALIFORNIA }ss. COUNTY OF ��_ } On / 7. / 9 �'� , before me, Roberta M. Kern , personally appeared personally known to me ( ) to be the person(s) whose name(s)-is are subscribed to the within instrument and acknowledged to me that h he executed the same in h' �thuthorized capacity(ies), and that by his/he a their ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS d and official seal. Signat ROBERTA M. KERN comm. #1119189 NOTARY PUBLIC•CALIFORNIA ORANGE COUNTY My Comm.Expire$040.8,2000 (This area for official notarial seal) Title of Documents-•� 15LL,-6_- Date of Document No. of Pages QO Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On De.ca,M� 16, 194 7 before me, ?P)a I Date /� Name and Title of Officer .g.,"Jane Doe,No Public') personally appeared L=.ems , ) Name(s)of Signer(s) ❑personally known to me to be the person{&) whose name(&) is/are subscribed to the within instrument and acknowledged to me that hefsheAhey-executed the iinaYaRiGE L.HENRYidsame in 4Wher/#heir authorized capacity(iee), and that by commission 1•t57474 1s/her/#+ieit`signature(s)on the instrument the person(, <- iNofbty PUbiiC•C011omia or the entity upon behalf of which the person(9) acted, Z FA Orange County executed the instrument. My Comm_.'Expires Oct 2,2001 WITNESS my hand and official seal. Signature of Notary Pu ) OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: /r5/9-7 Number of Pages: 1� ; 1 . Signer(s) Other Than Named Above: f1/12rr,v�..Nw. ��4a ,arr�-4r tcs�v, inert Capacity(ies) Claimed by Signer(s) Signer's Name: �., �t�.uxa-�,Q Signer's Name: 1 E. Individual ❑ Individual Corporate Officer ❑ Corporate Officer Title(s): Title(s): El Partner—❑ Limited ❑ General ❑ Partner—C Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator C4-Other: Top of thumb here ❑ Other: Top of thumb here f Signer Is Representing: Signer Is Representing: 1 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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT FState of County off i L 9R7 before me, S!22I@t� ; Date Name and Title of Officer(e.g., Jane Doe,Notary blic") personally appeared 60i,ri..c. Name(s)of Signer(s) i L-personally known to me- to be the person(&) whose name( is/afe subscribed to the within instrument and acknowledged to me that 4ie/sher executed the mAYBRICE L HENRY same in 4 is helrAheir authorized capacity(ie*, and that by i Commission#1t57a74' hWher/4h&signature(c4 on the instrument the person(s), Nofary=Pub►ic-Gdl : Z �. - or the entity upon behalf of which the person(a) acted, Z Fj ifornia :Orortge County My Comm.ExPires Oct 2,2001, , executed the instrument. WITNESS my hand and official seal. ' Signature of Notary tC- 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 Documents �- Document Date: '/ 1. i Sv/g 7 Number of Pages: Signer(s) Other Than Named Above: �o�a�� Capacity(ies) Claimed by Sigr�er(s)j �J Signer's Name: e&-4� Signer's Name: Individual ❑ Individual Corporate Officer ❑ Corporate Officer Title(s): Title(s): Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General El Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator - El Guardian or Conservator J'� Other: t�e�'" eAk- ., Top of thumb here ,❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: r 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: November 3, 1997 Property Location: North of Garfield Avenue, West of Edwards Street Property Address: No current address Assessor's Parcel No(s).: 110-015-81 & 110-015-84 Legal Description: Lots 40-65 and Lettered Lots A, B, K, L, M, P, Q, W, X, AA and EE of Tract 14355 Acreage:_ _.approx. 14:18-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: Seaclif f Ventu_ res, L.P. Address: 20201 S.W. Birch Street, Suite 200 City/ST/Zip: Newport Beach, CA 92660 Telephone: (714) 250-4200 Contact: Jim Manning Existing Use of Property: Vacant Residential Intended Use of Property: 26 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. 14355 August 12, 1997 Coastal Development Permit No. 97-5 August 12, 1997 Attachments: Exhibit B for attachment to Certificate of Consent i t • •i ` .. .....-..... Oe �� ............:...:... ....... , , l - u§ �i -.. ® ..�', �0�., :� ;a: -r... 1,l II' !` Q: �I. '..� �• IljBll 19d66iB�ld'[8dBr8[p999 Og�' EEE m r ll _ FARpEBT.Oti 'f �.� i ��S pv ��f - _ 1OV � -,,.".•! ;1'/ �l�, ............................. °p � I . 'O'.:' •` '� i; .r�• I ra:.°. r:.:}re.irr raar _ t I YY_ ® P �.: s' _ -k�" %(:; � �y. 8i1t�Bipii9lifiiii6i991tB16B11.� ' !} I' a'.9 ®'L'' ®, _®. .. .. '>� ::.}�� ti/%.�' ■g B /� EEE • Q� Qs::. Q�, a /�a; 'rl;/,t @ ..°°......a,aa,...°. ■ rr°° r•r°r ar 11 0 •Is�,:af.`��•�� r�:..�.':', ge F }°= O 0 0 0 0 0U® a d , �_� -n Z is ® BE °Y . _,J,/.'•" m _ n �I oa it /;• RBB py 6 _ . CD i � _ ' '' � � . �a -._-. -■■ ���::.,-� �-,��_�_ � _-- �� fig,. �z f � z `/w\J 'T1 Cl � s F ��; fin§ ,�.• '!, •l ,,�/r:-` .��'f [l R � ^2 O � ,. .. � �� t� fI COS pp u in i,s� ,l �a1 ]ajaa,l �al ! 1 Pe PRYe/ `g°@�Y� ii ea d e �d i P1BG16611C6� ° A9�'�dnlitOIA:z6I Ildeaa Jill (A� --I 14, 111 $i@A•i 3 E g 6 5 ga G S E N N g� d°`I ?R a e°g fill,� �8l��� .D[ U �81•° 8�P � � �5gg1�Ct 61 �8� �S 1 [g� g 11 1 R d` {'�°R 1 1ai�6pppp �a ■ i° �. �_ _• d � � > R 5���y�I�_ � G @ a � @ 131�����'°a��i�@�G�o ��,_� OG �6g°°6e°d,"AI�� 1� � N O ddy$y�1 ���■P" }ap� °�0 88a6��SEs� ; m T efel ![ ► ...° ® �1 �•' �SiR d `el�d�� ��a�• �d R 1{I 9� �d9 s D •`' a�ge� RAR,gR RRM1 �i �`+�q■q� fill, ([�g1�R�[�� ���� �I���� � v i 7tl 'i: ® � i•Q� •; �@ 6j 14� r V' !A Z—d ZIgIHXa EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER)AND SEACLIFF VENTURES,L.P. (BUYER) FOR,BLUFFS 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 0.45 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(AMOUNT TO BE DETERMINED) 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 TO BE DETERMINED)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. 10/29/97 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(4 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. 10/29/97 Recording requested by, and when recorded, mail to: Recorded in the county of Orange, California City of Huntington Beach Gary L. Granville, Clerk/Recorder 2000 Main Street IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII No Fee Huntington Beach, CA 92648 19980069543 2;34pm 02/06/98 Attn: City Clerk 006 22035614 22 19 C34 A38 16 0 12.00 0.00 45.00 0.00 0.00 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, POLYGON COMMUNITIES, INC., 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-l" and"A-2,"respectively,to Polygon Communities, Inc., 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 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 TIA8 doo4went is solely for the Tax-Exempt-Government Agency, 4/s:GA-Agree:Consent:Polygon of+icial business of the CityCITY OF HUNTINGTON BEACH RLS 97-851 11/4/97 of Huntington $each, as oontem— Connie Brockway, CMC Plated under Government Code City Clerk See. 6103 and should be recorded BY free of ehp­-: putt' City Clerk 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. I 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: 2 4/s:GA-Agree:Consent:Polygon RLS 97-851 11/4/97 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: POLYGON COMMUNITIES,INC., CITY OF HUNTINGTON BEACH a Califo orpora ' a California municipal corporation v�. By: (7 1-,,- R. rence lin, President Mayor Name: R. Lawrence Olin (Type or Print) ATTEST: Its(circle one)(i)Chairman of the Board _ residen iii)Any Vice President City Clerk Ial �lR-► And ��--/� APPROVED AS TO FORM: � By: �l/0- -Timothy D, g an Vice President Name: Timothy D. England City Attorney 11,4 11 1 (Type or Print) I i)Secretary(ii)Any Assistant Secretary REVS IEWED AND APPROVED: (iii)Chief Financial Any Assistant Treasurer r�-Itz= a,/e4d City Administrator INITIATED AND APPROVED: Director of Community/Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:G:4-Agree:Consent:Polygon RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach, L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corporate n(managing By: PLC Holdings, a California general member of /L i ton Beach L.L.C.) partnership (general partner of PLC) By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name: 111bA)&_j �. r}T�� ype or Print) Its (circle one)(i)Chairman of rd (ii)President(iii) ny Vice President- Name: G R�IJ� m /�S A (Type or Print) Its(circle one)(i)Chairman of the Boar By: (ii)President(iii y ice President Name: fY1$R U4A's-p"H/1) And (Type or Print) Its(circle one)(i)S tat ii)Any Assistant Secretary(iii) ief Financial Officer )Any By: Assistant Treasurer Name: � IS�PH�2 �. 621ge_3 (Type or Pr' Its: (circle one)(' Secretary 'i)Any Assistant Secretary: (iii)Chief Financia er(iv)Any Assistant Treasurer 4 4/s:G:4-Agree:Consent:Polygon RLS 97-851 l 1/4/97 i STATE OF CALIFORNIA } SS COUNTY OF ORANGE } On November 20, 1997 before me, Charlotte L. Baxter personally appeared R. Lawrence Olin and Timothy D. England, 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 behalf of which the person(s) acted, executed the instrument. WITNESS y ha an fficial s Sign ure (This area for official notarial seal) CHARLOTTE C BAXTER Commission# 1058533 Nolay Public-Califomic £ Orange County. My Comm E Vm Moy 10,19Sx9' AME RI 0 STATE OF CALIFOR }ss. COUNTY OF On kv 17 /M before me Roberta m. Kem personally appeared 6:-Q r� Ftft/h SD Ai S' A_"P e-'O?smp HrqlL 6 • lao-S' , personally known to me ( to be the person(s) whose name(s) is ar subscribed to the within instrument and acknowledged to me that he/s#e ey xecuted the same in hi, thei luthorized capacity(ies), and that by hi eir ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signatu 1 ,�,.,.� ROBERTA M. KERN COMM. #1119189 "r► NOTARY PUBLIC-CALIFORNIA Zj ORANGE COUNTY '+ My Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document Je,- Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company T AMER I C, } STATE OF CALIFOM IA }ss. COUNTY OF } On l�. 1 9 S-7 , before me Robert M. Kem personally appeared personally known to me (Qr pro to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to me that hers#® the executed the same in /the' authorized capacity(ies), and that by hasAied ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNE y d and official seal. Signatu 1 � - ROBERTA M. KERN COMM. #1119109 NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY My Comm.Expires Dec.612000 (This area for official notarial seal) Title of Document ate_ Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 49 County of 64!�nOAl2_4 On , $..✓ /t.. 1997 before me, 7'l'f �¢�•s� �ic �. Date Name and Title of Office .g.,"Jane Doe,N ry Public") personally appeared AiAhW ej Name(s)of Signer(s) personally known to me— to be the person(s) whose named ismsubscribed to the within instrument and acknowledged to me that 4elsheA4"executed the !" ,Y5RI E L" same in his/her/their authorized ca acit ies ,and that b -- .AAAY19RlGE t:.'NENRYw t p Y(• ) Y ;Comfrii3sion*1157474 Z his/her/their signature(s)on the instrument the.person(s), <{ 'Notory,Putilic CafforN4 or the entity upon behalf of which the person(s) acted, orange County executed the instrument. My Comm:'Exp+res Oct 2 ZOI WITNESS my hand and official seal. Signature of NotarkVPublic 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: 4—6& PT;t% de`94;a A, q{ -P8Q,`j'6v.. C'6.wi.ruH�..t oo .� lam[.C a .,d2 Co. Document Date: )a 1519? Number of Pages: _ Signer(s) Other Than Named Above:k ' Capacity(ies) Claimed by Signer(s) Signer's Name:_._____ g Si ner's Name: Individual C Individual ) ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited LI General Partner—::] Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact C Trustee E. Trustee Ej Guardian or Conservator ❑ Guardian or Conservator C�Other: �!oy t, Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On A62ez 4ey 1?Z99 before me, >�17g Date Name and Title of Officer(e.g Jane Doe,Notary blic") personally appeared . , , Name(s)of Signer(s) C�ersonally known to me 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 N1AYBi210E HENRY 1157d74 his/her/their signature(s) on the instrument the person(s), comm(ssion,r Z <.r Notary P.1(olic Galiforriia� : or the entity upon behalf of which the person(s) acted, CfbngeCounty executed the instrument. My,Gb_rnM.E4:+res OCl 2,20Q 1 WITNESS my hand and official seal. Signature of Notary Pt1blic 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: ai.� a ZL 4Ls: .ct/ a-4-71c., Document Date: Number of Pages: `F l Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: 01 ❑ 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 Q'Other: a �a�� Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: ) 01995 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 m � o µ - EXHIBIT A-1 REQUEST FOR CONSENT TO SALE OF PROPERTY DEVELOPMENT AGREEMENT NO. 90-1 HOLLY SEACLIFF AREA Date: November 3, 1997 Property Location: North of Garfield Avenue, West of Edwards Street Property Address: No current address Assessor's Parcel No(s).: 110-015-81 & 110-015-84 Legal Description: Lots 1-39, 66-85 and Lettered Lots C, D, E, G, H, I, J, R, S, T, U, V, Y, Z and DD of Tract 14355 Acreage: approx. 14.48 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: Polygon Communities, Inc. Address: 15751 Rockfield Boulevard, Suite 120 City/ST/Zip: Irvine, CA 92718 Telephone: (714) 452-0600 Contact: Steve Shepard Existing Use of Property: Vacant Residential Intended Use of Property: 59 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. 14355 August 12, 1997 Coastal Development Permit No. 97-5 August 12, 1997 Attachments: Exhibit B for attachment to Certificate of Consent �� -' � F�� - EXHIBIT A-2 a ! . Lnw M 1` ]a:r'p g A Y( Fb p �gg " Y9� 9 ° (Y' •I� yy g? 9 e� M U Z Y• �1! e� ac._ I• ae�° Z a dtg���� 9a �g ,��(2Y°�9i�R 3 @1Y6y; Gyg 9 Y6 g /�' y a qd@ qq! 9 p J 'y gE jy p �N = �b�98�ioY 1'^ta'F� �i�'��';t��' �ccc��g � 6 �p5�p W 1 ! !. �41 , Yl q F Yi oil !i��Q3 �r/"� < y�yiQ�Qp�p 5�yy� 'p�pg�(� �C�Cy�cpp�r@3� B�ga5� �/ ;adg� ( ( g 1ai,111wgil�lalld i�t'v @6511a��4�se��Y Bye®�Y v®� yp9 �yg� � �g���g9� age t 9 ■ @ py° �E y�ay{�� O,^ L n._ _-_ _ __ __ _! 9G a ai 9 9 0 tl tl L tl [ [ [ tl gg:J _ 6a�Yc p =Z . S 1 �. . . [H tlp ou— o n` Ar W a 'r, LLI se Z LL gg s at 1 2 `\ .O 1 LOU FA, Ft U \�. n @!@!@@9@SI61111SS@SI11S@@IS \: ............cec......u,aa, r eabaadeee,aa:aa:m:ennue I,I Nt .• .... ...... ... ._...._...caa...............a : Ir Is I Ay s. O i 1 d . s� 1 7�1 s .. � •i I R s EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER) AND POLYGON COMMUNITIES, INC. (BUYER) FOR BLUFFS 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 1.01 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(f): 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 (AMOUNT TO BE DETERMINED) 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 (j): 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 TO BE DETERMINED) 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 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 (9 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 (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 g : 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. CITY OF HUNTINGTON BEACH RLs"° r� REQUEST FOR LEGAL SERVICES .. . To Gail Hutton;City Attorney bate Date: Request made by: Telephone: Department: 12/19/97 _ Mae Henry x5209 City Clerk's Office INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ❑ Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ® Contract/Agreement ❑ Deed . ❑ Court Appearance ❑ Insurance Q 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 City Council. Agenda Deadline already Council Meeting approved 12/22/97 Signature of Department Head ... . COMMENTS Enclosed is a copy of the Consent for Pending Sale of Tract 14355 to Seacliff Ventures, L.P. (Manning Homes) by PLC Land Company. It appears that one person,signed the agreement as the President and the Chief Financial Officer. Our policy requires two signatures for a company.' Please review and determine whether this agreement can be executed as it is or if we need the signature of another person in the company. Routing 0 GCH ❑ PDA ❑-LB ❑ SL ❑ U1(SA ADL SFj ❑ JM This R.equest for Legal Services has been assigned to attorney extension Hls/her secretary Is , extension ..Notes Flle Name: Date Completed: WP.No Shaded areas for City Attorney's Office use only. LV�.. , 1 l �r�'y q rfOtr� rs bict"f1c �65 �C a /..«k✓ `6 !�a�l (r d �r•i x rW� Document2 12/19/97 8:41 AM ' SG t Recorded in the County of Orange, California Recording requested by, and Till!lIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiII I i Gary L. Gra 11111, Clerk/Recorder No Fee when recorded, mail to: IIIIIIIIIIIIII City of Huntington Beach 006 25007204 259980005461 10:38d111 01/06/98 59 2000 Main Street C15 A38 14 0 12.00 0.00 39.00 0.00 0.00 0.00 0.00 0.00 0.00 Huntington Beach, CA 92648 Attn: City Clerk CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION OF RIGHTS,DUTIES AND OBLIGATIONS 2:7 BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, \ SEACLIFF VENTURES, L.P.,AND PLC 2 A CF N: 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-l"and"A-2,"respectively,to Seacliff Ventures, L.P., 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 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 Tax-exempt-Government AgenSPis doQUment is sal@iy for t: RL897-8-851 4/sS97gree:Consent:Seaventr CITY OF HUNTINGTON 13EAC14fficial business of the City 11/4/97 Connie Brockway, CMC of Huntington Eeach, as eonte: n City Clem dated under Government Code Recording requested by, and Recorded in the County of orange, .Cal-ifornia Gary L. Granville, Clerk/Recorder when recorded, mail to: IIIIIIIIIIIIIII!I1III!IINIIIIIIIIIIIIII1111111111111111111111111 No Fee City of Huntington Beach 00s 12023570 ,2 259970276144 1 :24pm 06/16/97 200O Main Street C35 A38 16 0 14.00 0.00 45.00 0.00 0.00 0.00 Huntington Beach, CA 92648 0.00 0.00 0.00 Attn: City Clerk = CDC U- -4+M iO4 „ 411E A406Vi 6 u(si.X 44E4f 0400 4 a CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND �� ��✓�c �`�� / THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, SHEA VICKERS RESIDENTIAL, L.L..C., AND PLC ��p 1I 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 I" 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-l"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 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 aclnowlcdgme.rt of all their respective rights; duties and obligations they shall assume upon the sale of the Pr rt a d assignment of the Agreement; Tax•Exempt-Government gets This document Is solely for the As:G:(4)96Agree:Connnt4 CITY OF HUNTINGTON BEAC . official business of. the City Connie. Brockway. CMC RLS q 96-529 of Huntinston Boar„,* as contem- City Clerk .F1 By plated under Covarn:aent Code - rs,ltv--r-ity Clerk sec. 61n and should be. recorded - -- - 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, POLYGON COMMUNITIES, INC.,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-l"and"A-2,"respectively,to Polygon Communities, Inc.,-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 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 V48 4006ont is solely for the Tax-Exempt-Government Agency, 4/s:G:4-Agree:Consent:Polygon 01"Pieial business of the City CITY OF HUNTINGTON BEACH RLs97-s51 11/4/97 of Huntington Beach, as oontem— Connie Brockway, CIVIC plated under Government Code City Clerk See. 6103 and should be recorded BY __ free of ehAv putt' City Clerk 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. 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: 2 4/s:G:4-Agree:Consent:Polygon RLS 97-851 11/4/97 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: POLYGON COMMUNITIES, INC., CITY OF HUNTINGTON BEACH a Califo orpora ' a California municipal corporation By: R. rence lin, President Mayor Name: R. Lawrence Olin (Type or Print) ATTEST: Its(circle one)(i)Chairman of the Board u, Pregidpn iii)Any Vice President City Clerk And APPROVED AS TO FORM: ,jF By: . Timothy D. g an , Vice President Name: Timothy D. England City Attorney �,.,� '11 W 111 (Type or Print) .64"� I i)Secretary(ii)Any Assistant Secretary R0TEWED AND APPROVED: (iii)Chief Financial Any Assistant Treasurer v City Administrator INITIATED AND APPROVED: Director of Communit Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:GA-Agree:Consent:Po1ygon RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach,L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corporati n(managing By: PLC Holdings, a California general member of /L u i on Beach L.L.C.) partnership (general partner of PLC) By: / By: Paclaco, Inc., a California corporation j (general partner of PLC Holdings) Name: l / 'D4u 0-"P>tt1 67. v Y+Fr-ir ype or Print) Its(circle one)(i)Chairman of LhgMoard. 144 (ii)President(iii) ny Vice President- Name: �r (l i�rt rn .�D N�S' A (Type or Print) Its(circle one)(i)Chairman of the Board— By: (ii)President(iii y ice President Name: 010 R e- C440S- o'9 A> And (Type or Print) Its(circle one)(i)S a ii)Any Assistant Secretary(iii)Wief Financial Officer!Dv)Any By: A� l Assistant Treasurer Name: � IS�PHc�2 (r1/�B-S (TZ)(j or Pr' Its: (circle Secretary 'i)Any Assistant Secretary: (iii)Chief Financia er(iv)Any Assistant Treasurer l 4 4/s:G A-Agree:Consent:Polygon RLS 97-851 1 l/4/97 } STATE OF CALIFORNIA } SS COUNTY OF ORANGE } On November 20, 1997 before me, Charlotte L. Baxter personally appeared R. Lawrence Olin and Timothy D. England, 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 behalf of which the person(s) acted, executed the instrument. WITNESS y ha an fficial s ' Sign ure (This area for official notarial seal) CHARLOTTE L.BAXTER _ Commission# 1058M Notary Public-California Orange County My Comm.Eg*es may i a 1999 O } STATE OF CALIFOR }ss. COUNTY OF On kv 17. /M , before me, Roberta M. Kern , personally appeared C"-2 6 0&/h I'D fie 'J fz L5-1 /try- rr 1l3B-s, , personally known to me ( to be the person(s) whose name(s) is ar subscribed to the within instrument and acknowledged to me that he{,#e ey xecuted the same in W—te thei luthorized capacity(ies), and that by hi eir ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ?',�Signatu ) ,�►� ROBERTA M. KERN r' COMM. #1119189 "p NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY -; My COMM.Explres Dec.8,2000 (This area for official notarial seal) Title of Document Date of Document No. of Pages i Other signatures not acknowledged 3006(1194) (General) First American Title Insurance Company 'S AMER , C, �_.�' �S� 'iE•� dam_ O } STATE OF CALIFOVIA }ss. COUNTY OF C 2 } On l 1 917-7 , before me, Roberta M. Kem , personally appeared personally known to me ( ) to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to me that h the xecuted the same in �/th� uthorized capacity(ies), and that by his/4ed ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNE y d and official seal. Signatu - -� �,,,� ROBERTA M. KERN �ddd)555 FORNIA NOTARY PUBLIC-CAL" ORANGE COUNTY emy Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document6: & Date of Document No. of Pages eP Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT l� 'O State of County of On is 1997 before me, ZLc"eit e , Date el Name and Title of Office .g.,"Jane Doe,Ndary Public") ) personally appeared AAA4 L4=0l,4 , Name(s)of Signer(s) I personally known to me- to be the person(e whose name(M isfafe-subscribed to the within instrument and acknowledged to me that 4elsheA4e�6 executed the MAYBRICE L HENRY same in his/her/their authorized capacity(ies), and that by Commission# 1157474 Z his/her/their signature(s)on the instrument the person(s), z Notary Public-Caiifornio i or the entity upon behalf of which the person(s) acted, z orange county executed the instrument. My Comm.Expires Oct 2,2001 WITNESS my hand and official seal. !; Signature of NotarCIPublic I 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: ) qL -P s— PLC be Document Date: )s 15197 Number of Pages: Signer(s) Other-Than Named Above: aJ F'aQLa�•, -� 0 ) Capacity(ies) Claimed by Signer(s) ) Signer's Name: Signer's Name: i1) ❑ 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 I�Other: � qy sh- Top of thumb here ❑ Other; Top of thumb here I j f I 'I Signer Is Representing: Signer Is Representing: I c �1 l 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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of ( County of �,� ( On Zza..-k, ?/9-I before me, Date Name and Title of Officer(e.g Jane Doe,Notary blic") personally appeared �.o,.�,� e�-�•-.�.. (' Name(s)of Signer(s) C✓�ersonally known to me 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 E L. �I MAYBRIC HENRY 5 Commission# 1157474 Z his/her/their signature(s)on the instrument the person(s), :� Notary Pudlic-Callornta ; or the entity upon behalf of which the person(s) acted, ! 1 ( orange County executed the instrument. My Comm.Expires OC12,2001 i WITNESS my hand and official seal. Signature of Notary Ptfblic OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent ` fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: ).2_11_w_L97 Number of Pages: Signer(s) Other Than Named Above: I' Capacity(ies) Claimed by Signer(s) Signer's Name: eo, Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): 1 ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ( ❑ Trustee ❑ Trustee J I Puardian or Conservator❑❑ `-• ❑ Guardian or Conservator ' L7 Other: �r e? AA4 •ICU Top of thumb here ❑ Other: •Top of thumb here �'•S ( Signer Is Representing:// --�� Signer Is Representing: 9: t�' U3.a�e�J 01995 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 ior EXHIBIT A-1 REQUEST FOR CONSENT TO SALE OF PROPERTY DEVELOPMENT AGREEMENT NO. 90-1 HOLLY SEACLIFF AREA Date: November 3, 1997 Property Location: North of Garfield Avenue, West of Edwards Street Property Address: No current address Assessor's Parcel No(s).: 110-015-81 & 110-015-84 Legal Description: Lots 1-39, 66-85 and Lettered Lots C, D, E, G, H, I, J, R, S, T, U, V, Y, Z and DD of Tract 14355 Acreage: approx. 14.48 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: Polygon Communities, Inc. Address: 15751 Rockfield Boulevard, Suite 120 City/ST/Zip: Irvine, CA 92718 Telephone: (714) 452-0600 Contact: Steve Shepard Existing Use of Property: Vacant Residential Intended Use of Property: 59 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. 14355 August 12, 1997 Coastal Development Permit No. 97-5 August 12, 1997 Attachments: Exhibit B for attachment to Certificate of Consent \ \ �\ \ . : � . < . . . \ O < . ...�\ AN's w� . . w\ MWE'. . . �LEO , �� . -:, .. _ - - - =--'_�,�:-s5' •` .,, - .;�.$ � ;' i to u _ `Ro • � �"... { .: i to /— a,...... attarou..a{a,ao,E . 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I !`�g�� 6 Y@S�iI�� �� ■ v t CBI F I ' . a l I E II I : I_ d@s {a FI'Sll ae ° II@ 6 PPS 0 Z—V ZIBIHXH k EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER) AND POLYGON COMMUNITIES, INC. (BUYER) FOR BLUFFS 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 1.01 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(f): 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 (AMOUNT TO BE DETERMINED) in traffic impact fee credits to Buyer. 2.2.4(e): 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 (j): 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 TO BE DETERMINED) 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. i 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 (9 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 (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. s , s 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, POLYGON COMMUNITIES, INC., 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 Polygon Communities, Inc., 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 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 MA d0069nt is solely for the Tax-Exempt-Government Agency, 4/s:GA-Agree:Consent:Po1ygon Official business of the CityCITY OF HUNTINGTON BEACH RLS 97-851 11/4/97 of Huntington Beach, as contem— Connie Brockway, CMC plated under Government Code City C►erk See. 6103 and should be recorded BY1 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. 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: 2 4/s:G:4-Agree:Consent:Polygon RLS 97-851 11/4/97 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: POLYGON COMMUNITIES, INC., CITY OF HUNTINGTON BEACH a Califo orpora ' a California municipal corporation By: A, ' R. rence lin, President Mayor Name: R. Lawrence Olin (Type or Print) ATTEST: Its(circle one)(i)Chairman of the Board _ *Pgi Pn iii)Any Vice President City Clerk 1 a I l4i And APPROVED AS TO FORM: By: d�io. Timothy D. g an Vice President _ Z� Name: Timothy D. England City Attorney 1 -4 11 (Type or Print) po -6 3_.1,61C-(4 I e i)Secretary(ii)Any Assistant Secretary REVIEWED AND APPROVED: (iii)Chief Financial t Any Assistant Treasurer �f City Administrator INITIATED AND APPROVED: Director of Community/Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:GA-Agree:Consent:Polygon RLS 97-851 11/4/97 t e . DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach,L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corporati n(managing By: PLC'Holdings, a California general member of ton Beach L.L.C.) partnership(general partner of PLC) By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name: N H 9 rvJ til. v'Y+r-e ype or Print) Its(circle one)(i)Chairman of t rd (ii)President(iii) ny Vice President- Name: (r ROfjrle" Jb S A (Type or Print) Its(circle one)(i)Chairman of the Boar By: (ii)President(iii y ice President Name: N A It e. UfOEM A/r) And (Type or Print) Its(circle one)(i)S to Any Assistant By. / l Secretary(iii) ief Financial Officer )Any {� Assistant Treasurer Name: (Type or Pr' Its: (circle one)(' Secretary 'i)Any Assistant Secretary: (iii)Chief Financia er(iv)Any Assistant Treasurer 4 4/s:GA-Agree:Consent:Po(ygon RLS 97-851 11/4/97 } STATE OF CALIFORNIA } SS COUNTY OF.ORANGE } On November 20, 1997 before me, Charlotte L. Baxter personally appeared R. Lawrence Olin and Timothy D. England, 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 behalf of which the person(s) acted, executed the instrument. WITNESS y ha an fficial s Sign ure (This area for official notarial seal) CHARLOTTE L.BAXTER _ Commission# 1------ •� Notary Public-California Orange County My Comm.Ewes may 1 o,1999 Z AME RI C } STATE OF CALIFORW }ss. COUNTY OF On kv /7. /FF7 , before me, Roberta M. Kom , personally appeared G-1211 hF ryi Sd 'A � ►2 personally known to me ( to be the person(s) whose name(s) is ar subscribed to the within instrument and acknowledged to me that hoj&4eft6ey xecuted the same in hWhe thei luthorized capacity(ies), and that by hi elr ignature(s) on the instrumentthe person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. 2't�Signatu , ,�►,,.� ROBERTA M. KERN *' COMM. #1119189 *My NOTORANGE COUNTY Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document ,-c.- J, - Date of Document No. of Pages Other signatures not acknowledged 3008 (1/94) (General) First American Title Insurance Company Z AMERI C STATE OF CALIFOI 'IA }ss. COUNTY OF �,�, i 9 Roberta M. Kem On /� , before me, , personally appeared GL► personally.known to me (nr pr to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to me that he/sq�a the xecuted the same in /the' authorized capacity(ies), and that by his/#ertfE�Aignature(s) on the instrument the person(s) or the entity upon behalf of'which the person(s) acted, executed the instrument. WITNE y d and official seal. Signatur ROBERTA M. KERN comm. #1119189 M NOTARY PUBLIC-CALIFORNIA Zj Zj ORANGE COUNTY My Comm.Explms Dec.6,2000 (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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT _ ( l State of County of .,a� On L&e,&w &t,_ /G. 1997 before me, Date Name and Title of Office .g.,"Jane Doe,N ry Public") personally appeared JA;AAr.. L2=;M el VName(s)of Signer(s) (personally known to me— lobe the personm whose nameje) is/afe.subscribed to the within instrument ) and acknowledged to me that 4e�she executed the MAYBRiCE L HENRY same in his/her/their authorized capacity(ies), and that by Commission# 1157474 Z his/her/their signatures)on the instrument the person(s), z Notary PUbliC-Califamia > or the entity upon behalf of which the person(s) acted, orange County executed the instrument. My Comm.Expires Oct 2,2001 WITNESS my hand and official seal. Signature of NotarpPublic 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- 6 Document Date: i!a.)151.97 Number of Pages: Signer(s) Other Than Named Above:&t,.:, ,, ,lAwoc... �a .�a J, ICCL +., Capacity(ies) Claimed by Signer(s) Signer's Name: 4A�A Signer's Name: t ❑ 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: �yLct.��c_ Top of thumb here ❑ Other; Top of thumb here Signer Is Representing: Signer Is Representing: t 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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT _ ( State of �rccs.w County of On ?l9I before me, P(",� ) Date Name and Title of Officer(e.g Jane Doe,Notary blie) personally appeared e4w . !' mc2r� Name(s)of Signer(s) Cfersonally known to me 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 MAYBRICE L.HENRY same in his/her/their authorized capacity(ies),and that by Commission # 1157474 Z his/her/their signature(s)on the instrument the person(s), :.s Notary PUDIic-California ; or the entity upon behalf of which the person(s) acted, Z Orange County executed the instrument. 1 My Comm.Expires Oct 2,2001 WITNESS my hand and official seal. Signature of Notary PMlic 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: dd/°mot 1�- . - -Q� os� AgA ._ .2 -4—a- Document Date: I_2T-97 Number of Pages: Signer(s) Other Than Named Above: .W, � ,�1. .`fie.,a � ,Fa.j�&,., 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 1 ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee _ _ ❑ Trustee _ ❑ Guardian or Conservator '. ElGuardian or Conservator G✓Other: Ccc, A Top of thumb here ❑ Other: Top of thumb here t Signer Is Representing: Signer Is Representing: � S cQ.ak�v i 1 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 EXHIBIT A-1 REQUEST FOR CONSENT TO SALE OF PROPERTY_ DEVELOPMENT AGREEMENT NO. 90-1 HOLLY SEACLIFF AREA Date: November 3, 1997 Property Location: North of Garfield Avenue, West of Edwards Street Property Address: No current address Assessor's Parcel No(s).: 110-015-81 & 110-015-84 Legal Description: Lots 1-39, 66-85 and Lettered Lots.C, D, E, G, H, I, J, R, S, T, U, V, Y, Z and DD of Tract 14355 Acreage: approx. 14.48 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: Polygon Communities, Inc. Address: 15751 Rockfield Boulevard, Suite 120 City/ST/Zip: Irvine, CA 92718 Telephone: (714) 452-0600 Contact: Steve Shepard Existing Use of Property: Vacant Residential Intended Use of Property: 59 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. 14355 August 12, 1997 Coastal Development Permit No. 97-5 August 12, 1997 Attachments: Exhibit B for attachment to Certificate of Consent EXHIBIT A-2 . ...... EXHIBIT A-2 r 0 z AL�L� 'M ;1 t cc�O (My1 •n...� D._D(` i 1` i 1 D' • ., ;a� � .r. , vvr� 7ali€ �D 1 U ¢Q (�tn�gp��l �a�e DtoiGl�l�D1ese:r `;D �` '�q ;• I. r'1i• �DDDI a ��' 89�I`--1! ,:Y� i I�g� !� � t al!1 W L♦L^J N D �DDIti�{�9�t; jED': 1i9!�1°.,e �Dg�i�s i�! i i t o ie9 �tD�§ DCQ f. vJ 1-1 ! �iDie➢�1'��0''3l�i1i 'aE�aD�iiD� Ia�d! t! 9 D D 19 1 l + (a !!�c 1.,(t - •. .ea :e .n n .n o a• a• 7a1C � ( DG if CO I J cr- -0 ; U IA: Quj LU j i 1�y9 1! :<;��: i ;� a•- ao :O ao ao �""_ ��l� ��,11 +j� � �; .:�%�\ ���-!' ' �0� �, ,, �� ®gip :_p• Z LL. CO t 19�: Fria osoo FI �. ..�,,,� �� • ■' !!!l1611EItlltitt!tllltltll \��Al` :ftw �`I.•1 i. nYAYduumnA•n•Yun Mwncra.r.c. ,,:;; ;....::� \..•w�• - •I .. lr ;l is I 1•�t'';:`. /' ' O 4 ? �. �lJ sQ ao isa»wd lllt!t:ltlltlltl.6tt11111111! :� ; •�+/��l,jl�a�ll,j. 'y[i _ _- Ro.9`_e o i i �d._ ..-_ _..__.. ll un•dn4.ne•Iteet•p•un _.� '/� ./ :;i�p! -----------_....... •..•..... O . .O _.... . Is Is ts �I T . 4 kQx EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER) AND POLYGON COMMUNITIES, INC. (BUYER) FOR BLUFFS 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 1.01 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 (AMOUNT TO BE DETERMINED) 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 (j)* 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 TO BE DETERMINED) 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 (9 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 (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. 2.2.1ON: Traffic Impact Fees, refer to 2.2.4(f) above. l , ;, le CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK December 22, 1997 Gary L. Granville, County Clerk-Recorder P. 0. Box 238 Santa Ana, CA 92702 Enclosed please find a Certificate Of Consent To The Sale Of Property And The Assumption Of Rights, Duties And Obligations By And Between The City Of Huntington Beach, Polygon Communities, Inc., 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 return a conformed copy of the Consent To Sale when recorded and return to this office in the enclosed self-addressed stamped envelope. C� & Connie Brockway, CMC City Clerk Enclosures g:\followup\deedltr:Polygon Communities, Inc., and PLC (Telephone:714.536-5227) 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, POLYGON COMMUNITIES, INC., 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 Polygon Communities, Inc., 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 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 �8 dooiment is solely for the Tax-Exempt-Government Agency, RLS97-8-851 4/sS97gree:Consent:Polygon O"ieial business of the City CITY OF HUNTINGTON BEACH of Huntington Beach, as contem— Connie Brockway, CMC 11/4/97 Plated under Government Code City Clerk See. 6103 and should be recorded BY free of ohpv, putt/ City Clerk 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. 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: 2 4/s:G:4-Agree:Consent:Pol ygon RLS 97-851 11/4/97 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: POLYGON COMMUNITIES, INC., CITY OF HUNTINGTON BEACH a CalifoT'a-X27rence orpora ' a California municipal corporation By: R. 101fin, President Mayor Name: R. Lawrence Olin (Type or Print) ATTEST: Its(circle one)(i)Chairman of the Board iripn iii)Any Vice President City Clerk 1a1��1q� And APPROVED AS TO FORM: By: lvo.-/v Timothy D. g an , Vice President Name: Timothy D. England City Attorney ,11 N 1 1 1 (Type or Print) -11i Gl,� I e i)Secretary(ii)Any Assistant Secretary REVS IyEWED AND APPROVED: (iii)Chief Financial t Any Assistant Treasurer j —z City Administrator INITIATED AND APPROVED: Director of Communit Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:GA-Agree:Consent:Polygon RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach, L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corporati n(managing By: PLC Holdings, a California general member of /L u t1 on Beach L.L.C.) partnership (general partner of PLC) By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name: /IM ft j)OFW t1q. v Y+Fr- (Type or Print) Its(circle one)(i)Chairman of t rd (ii)President(iii) ny Vice Pre sident• Name: G (l t�f 1+�m /U�S� A (Type or Print) Its(circle one)(i)Chairman of the Boar By: (ii)President(iii y ice President Name: 010 R e U4 S w 8,4) And (Type or Print) Its(circle one)(i)Semtary(ii)Any Assistant Secretary(iii) i�Finan�ciai&f�icer )Any By: l Assistant Treasurer Name: (Type or Pr' Its: (circle one)(' Secretary 'i)Any Assistant Secretary: (iii)Chief Financia er(iv)Any Assistant Treasurer 4 4/s:G A-Agree:Consent.Polygon RLS 97-851 11/4/97 } STATE OF CALIFORNIA } SS COUNTY OF ORANGE } On November 20, 1997 before me, Charlotte L. Baxter personally appeared R. Lawrence Olin and Timothy D. England, 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 behalf of which the person(s) acted, executed the instrument. WITNESS y ha an fficial s Sign ure (This area for official notarial seal) CHARLOTTE L.BAXTER Commission# 1------ Z Notary Public-California f Orange County My Comm.Expkes May 10,1999 's AMERI . 110, 400 } STATE OF CALIFORN4A }ss. COUNTY OF On kv /7. /FF7 , before me, Roberta M. Kern , personally appeared 6)bp#Z�2 6 . �IaBS' , personally known to me ( to be the person(s) whose name(s) is ar subscribed to the within instrument and acknowledged to me that he/s#e ey xecuted the same in hire thei luthorized capacity(ies), and that by hi eir ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signatu 1 f�1 ,�►A-J ROBERTA M. KERN COMM. #1119189 -r' NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY —� My Comm.Expires Dec.6,2000 (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 Z AMERI O } STATE OF CALIFOF,i 'IA }ss. COUNTY OF C /1 � } On / 1 4 '7 7 , before me, Roberta M. Kern , personally appeared `Lr personally known to me (nr pro to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to'me that he/s#�e the executed the same in /the' authorized capacity(ies), and that by his/ger2ff ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNE y d and official seal. Signatu � � tug✓ ROBERTA M. KERN comm. #1119189 tQQ]ll ► NOTARY PUBLIC-CALIFORNIA j ORANGE COUNTY My Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document & bL1 ode, cy Date of Document No. of Pages Other signatures not acknowledged j I 3008 (1194) (General) First American Title Insurance Company CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of "� On ,,Q�i�„��s..i /G, j 49 before me, Date Name and Title of Office .g.,"Jane Doe,N ry Public") l personally appeared Name(s)of Signer(s) personally known to me— to be the person( whose name{e) isAwe•subscribed to the within instrument and acknowledged to me that Wshe4i;_ •executed the I: MAYBRICE I HENRY same in his/her/their authorized capacity(ies), and that by Commission# 1157474 Z his/her/their signature(s)on the instrument the person(s), i -4 Notary Public-Collfomia > or the entity upon behalf of which the person(s) acted, Z' orange County executed the instrument. . My Comm.Expires Oct 2,2001 , WITNESS my hand and official seal. ( V Signature of NotarQPublic 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 �D�,opcument: I Document Date: 1-- J'S14? Number of Pages: Signer(s) Other Than Named Above:&t.,L Capacity(ies) Claimed by Signer(s) Signer's Name: �� Signer's Name: , ❑ Individual ❑ Individual t ❑ Corporate Officer ❑ Corporate Officer ; Title(s): Title(s): ( ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General I ❑ Attorney-in-Fact ❑ Attorney-in-Fact I ❑ Trustee ❑ Trustee ❑ Guardian or Conservator `-• ❑ Guardian or Conservator Other: ap� Top of thumb here ❑ Other: Top of thumb here f Signer Is Representing: Signer Is Representing: ( t I � � 01995 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 CALIFORNIA _ALL-PURPOSE ACKNOWLEDGMENT rYW - - - _ - - - - - - - - — -y State of G44rliie� County of ' bt�elp� On , ram ?l97 before me, b?2� Date Cl Name and Title of Officer(e.g Jane Doe,Notary blic") personally appeared Name(s)of Signer(s) personally known to me 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 MAYBRICE L.HENRY same in his/her/their authorized capacity(ies), and that by Commission;# 1157474 his/her/their signature(s)on the instrument the person(s), Z -e Notary Puolic-California ; or the entity upon behalf of which the person(s) acted, ;) Z ' Orange County executed the instrument. My Comm.Expires Oct 2,2001 11 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: Ot t�c" a .� Q�.ot� � u-.►�-�i, Document Date: I_2T�97 Number of Pages: Signer(s) Other Than Named Above: GQ/. � r,,.�1. ` i �,Fal&--, Capaeity(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 C Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator `-• ❑Other: a �� Top of thumb here ❑ Other; Top of thumb here Signer Is Representing: Signer Is Representing: 01995 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 WN 1 � 1 I \�� , of Royfo AM MWA \ / : rWOR . . . � : � \ » § EXHIBIT A-1 REQUEST FOR CONSENT TO SALE OF PROPERTY DEVELOPMENT AGREEMENT NO. 90-1 HOLLY SEACLIFF AREA Date: November 3, 1997 Property Location: North of Garfield Avenue, West of Edwards Street Property Address: No current address Assessor's Parcel No(s).: 110-015-81 & 110-015-84 Legal Description: Lots 1-39, 66-85 and Lettered Lots C, D, E, G, H, I, J, R, S, T, U, V, Y, Z and DD of Tract 14355 Acreage: approx. 14.48 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: Polygon Communities, Inc. Address: 15751 Rockfield Boulevard, Suite 120 City/ST/Zip: Irvine, CA 92718 Telephone: (714) 452-0600 Contact: Steve Shepard Existing Use of Property: Vacant Residential Intended Use of Property: 59 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. 14355 August 12, 1997 Coastal Development Permit No. 97-5 August 12, 1997 Attachments: Exhibit B for attachment to Certificate of Consent £r°x v EXHIBIT A-2 '(//a.��Q] LL\' r . , r'Z M i pap l�a� s ��Q y y� allLL v/ J �d !q� 6qt p�� � ! q;'g' ,.f M vvv� jr9q ,! Q V Z ! gggpgipq� ��a ®iI�S�•Erq ISaY °�d ei •a�: `MIZ u'1 U QLL �C6� B ! �1 ?d�� ��!'-+=! ae =19 P +� I• Q yiaM? ggyyg.i 1 p`�S g g� O W N qa■ �:; p � 1 � 1 1 � CFI !tt�d� ! l F � ''^^ 1 q2 alligg9 !•g�ki gt31.9 !® `g���� aa � $ i�� � � ,�� :;_�t LJI V/ yq d6 F ij @ 1 7 a� ++' �!#t°d1 9 1 @ $5 Y .B�! ~ `}~ 8�g�ip�py�'� 1peR .f c��j02! pp■y°1�J�jEYg ! y ! ! 9 �a �� � y @9 g+�a � �9° y�y Y$�p9 a CQ •� / � l�F� 12�2�g1��984A1y��i Al7d��[6011�1�0�aeaeiv9 ��8�8 6 9 � ����� �[ ���� �°71 : �e'�tC'_ Yd7 r�A�g � Zcc � q O =Z U O it �0 a >co + s Z P. Z .i°s fill, yya ' i � � '� :'mac�'�•.�. •1 � L' a.`I «O Boa «0 r.o i 1 Z !�a a°• 1 ! p ,�, ®^O / 1 ^O O no RO WO ■ a �p r _ O leeea Ev ^O. RO ^Oa no q I' CdIMT a 0.NM1 \ly�.l•��.�,J Ip4 .®,• j }• .I ..................rr.a.o.. --�...� ;:,'• ii O' _ _. ... ... at:.atnnAtEaaoitlE!Aaaa.. �• ............................. /' I sj * 1 I i '' O - 1 �\ ���.�;: 1J)is •.' - 4®:., a. .. rr 11l?It!111{?II?I?s?Iiltlll?!t �� .!QLJ 113jr'NIB ,i... ..e.aelee...eeetttteae,.e.a.. ._/ •It.. --++ 5•$ %.� .. __... ..... "O O ...T — I GGG 1 1 +1 s s r •. • g �� 9 . . mzy> < \ . � I m EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS, DUTIES & OBLIGATIONS BETWEEN PLC (SELLER) AND POLYGON COMMUNITIES, INC. (BUYER) FOR BLUFFS 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 1.01 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(fl: 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 (AMOUNT TO BE DETERMINED) 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: 2.2.5igh 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 TO BE DETERMINED) 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 (9 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(aa). (b). (c). (f). (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. I