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HomeMy WebLinkAboutPLC/MS VICKERS - 1996-02-20 �1 LIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of L - County of cpYQ� On 1 Lv I 1 I(P before me, i_Gt u-✓!,� , rVP�S.x� �rU k6(,C Date Name and Title of officer{a ane poo,Notary blic') personally appeared ��✓e S<< [ Vee v> G �crrt✓r r� rcClcw Name(e)of Signer(s) — `�proved to me on the basis of satisfactory evidence to be the persorqo whose names +al®r subscribed to the ithin instrument and acknowledged to me that he/ehel a executed the same in the' authorized capacit ies ,and that by h' ei ignaturCs on the instrument the persor�? LAURAAIrBBON or the entity upon behalf of which the persor(w acted, C�,�ilpM2bg z executed the instrument. Notary Publk—CalitbmEa ORANGECOWM WITNESS my hand and official seal. My Comm.Expires Jul 23.1999 j Signatire o1 Notary Public Irf TIONAL Though the information below is not required by law, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: GGL,� �1 Document Date: -a G� � _ Number of Pages: l� z2t yid Abd c.,_I a cr y Signer(s) Other Than Named Above: Dolt fedr� Ja12�Q�. '`'t Jo- e,,e a— T Capacity(ies) Claimed by Signer(s) Signer's Name: J) J a ve t, Signer's Name: Cam' 01 e_ 43rrJc ❑ Individual 4t"ividual '❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑' Partner— Limited __ General ❑ Partner—- Limited LI General :D Attorney-in-Fact ❑ Attorney-in-Fact - Trustee _ Trustee Guardian 9r Conservator ❑ Guardian 9r Conservator 'Z— Other: *Pf Top of thumb gore Other: �14— Top of:-iurra he e Signer Is Representing: Signer Is Representing: i ©1994 National Notary Association-8236 Rammef Ave.,P.O.Box 71 B4•Canoga Park;CA 91309.7184 Prod.No.5907 Reorder:Cell Toll-Free 1.800-B78-6827 n . PLC ' s FEB U 7 1996 February 6,1996 Mr. Robert Franklin c/o Melanie S. Fallon Community Development Director City of Huntington Beach Department of Community Development 2000 'Main Street Huntington Beach,California 92648 Dear fir.Franklin: At your request, I am forwarding copies of the Articles of Incorporation for both General Partners of PLC. You should note that these companies will be joined by as many as ten additional Domestic corporations whose purpose mill be to invest in PLC once the acquisition has been completed. To date,these two corporations have advanced approximately 56 rhillion to PLC for purposes of providing good faith deposit money for the acquisition of Chevron's land assets. The balance of funds will be advanced at the closing of the transaction. If you should have any questions,or need any further assistance,please do not hesitate to contact me. Sincerely, Paclaco,Inc. By: 2-- Name:4�� -J /D� Randy B. Dunlevie Title: Chief Financial Officer cc: Mr. Christopher G Gibbs 12625 HIGH BLUFF DRIVE/SUITE 305 • SAN DIEGO/CALIFOR JIA • 92130 PHONE: 619 259 1956 FAX: 619 259 1859 Fat4-06-96 03 : 58P P . 02 ` 193428Q :-NDOSSED FILED 01 1.a sartWry c1 sfaiz (I L.rf,l, ARTICLES Or ZKCORPCRATYON MAY 8 1995 OF pACL ACO rNC. ' ' BILL JONES.Se �tvolle One: Ths name of this Corporation is: PACLACO rNc. TWO% The purposS Of this Corporation is to engage in any lavrul act or activity for which a corporation may be organised under :thm General CorporatioA Lav of California other than the banking business, the trust co*pany business or tam p=4otioe iof a profession permitted to be Incorporated by the Calitom Ia Corporations code. Tbrea:1 The name and address in the state of California of this corporation's initial agent for service of process in agcordanca with subdivision W or section 1302 of the general Corporation Lav is; . Allan k. Baron 16230 Stagg Street Van Nuys, California 94104 lour: The Corporation is authorised to issue waxy one class of shames or stock: and the total nvnber of she rr,o which this Corporration is authorised to issue is One Hued:;,r:d Thousand (1001000) . rives The liability of the directors of this' Corporation for ilmoMtary daR47" shall be eliminated to the fullest 63 tenC bl issie under California law. six: a corporation is authorised to provide indeanification or its agar+ts (as such term is defined in Section 317 of the California General Corporation Law) to the fullest extent permisoible under callcormia law. DATED: May 4, 19 3 .&.—f 4p-,, a y T. 7rm e oo rotor i ��51310.�07 i i Fey-06-96 03 : 58P P _03 1952757 ENDORSED FILED le the 01401 011h,Sf3t CUIY o1 S11Ic i of 14 S1311 of:1141AF04 I ARTICLES OF INCORPORATION NOV a M OF —9 PACLACO HOLDINGS, INC. BI«J0M. 91IMs One: The name of this Corporation is: PACLACO HOLDINGS, INC. Two: The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. Three: i The name and address in the State of California of th*s Corporation's initial agent for service of process in aeeordanea vitA aiubdivision (b) of Section 1502 of the General Corporation Law is: Ziyad Abduljawad �12923 High.Bluft Drive 0305 San Diego, California 92130 Four: The corporation is authorized to issue culy one class of shares of vtock; and the total number of shares which this Corporation is authorized to issue is One Hundred Thousand (100,000) . Five: !The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extant permissible under California law. Six: The Corporation is authorised to provide indemnification f its agents (as such term is defined in Section 317 of t;s California General Corporation Law) to the fullest axtalt permissible under California law. DATED: Kovambe ' 9, 1995 lXa T. Walsh, Incorporator P1145$lID.OTT TOTAL P.005 KEYSER MARSTON ASSOCIATES INC. Amsomw. REAL HsrATE 0SOUTItWUkVVL0kUUNT Los A-Cr GRAND FORMAAnNu ,6171 148U ECON0141C beveuxMkEN-1 Los A�cetrs,CALIP'OQNtA 90Lf7I � P�9CAL POLICY 21 a/622-$095 FAx 213/622-5204 Los Aucuas CALVIN E.HOLIA 11 KATHI-au. H.HISA0 February g, 1996 S"DtrwciRavM.'1 umuLE PWasItT].W"Mou SAN Fmmsco A.JMMY Kmn Mr. Hobert Franz, TIC.Muir Deputy City Administrator, Director of Administrative Services FLNk �� Y City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Bob: In accordance with your request, Keyser Marston Associates, Inc. (KMA) has reviewed the financial information submitted to the City of Huntington Beach (City) by PLC Corporation (PLC). Specifically, KMA has been engaged to assess the financial capability of PLC to fulfill the terms of the Holly Seacliff Development Agreement (Development Agreement) between the City and Chevron Land and Development Co. (Chevron). This review is being done in conjunction with the City's evaluation of the proposed assignment of the Development Agreement from Chevron to PLC. The KMA review is limited solely to an assessment of the proposed assignee's financial wherewithal to fulfill the outstanding Development Agreement obligations. In separate analyses, the City Attorney's office is evaluating the proposed corporate/partnership structures and the Community Development and Pubiic Works Departments are Identifying the physical improvements that must be completed to comply with the Development Agreement terms. INFORMATION COMPILATION KMA has reviewed the following information in the assessment of the PLC financial wherewithal to undertake the Development Agreement terms: 1. A three year business plan prepared by PLC projecting the schedule of development for the entire 1,912 unit residential project guided by the Development Agreement terms. 2. A five year lot sale projection disaggregated by subdivision. Mr. Robert Franz February 9, 1996 Page 2 3. A developer prepared list and cost estimates for the outstanding obligations defined in the Development Agreement, and a City prepared list and cost estimates. 4. A statement detailing the purchase price being paid to acquire the subject properly, plus the reimbursement costs for specifically identified improvements already completed by Chevron. 5. A five year cash flow projection detailing the sources and uses of funds anticipated to be used to fund the land acquisition, fulfillment of the development agreement terms and the site development work required to prepare the parcels for resale to residential developers. 6. A letter from Wells Fargo Bank, the anticipated project lender, detailing the basic terms of the proposed first trust deed financing. In addition to the written information provided by PLC and Wells Fargo Bank, KMA met twice with PLC representatives and City staff members, once with PLC representatives alone and had one telephone conversation with Mr. Nicholas Colonna, a senior vice-president at Wells Fargo Bank, to discuss the due diligence analysis being undertaken. ANALYSIS The key factors considered In the KMA analysis can be summarized as follows: 1. PLC plans to subdivide the subject property, construct the necessary on- and off-site Improvements, and then to sell the lots to residential developers. PLC related entities could potentlally purchase some of the Improved lots for residential development. 2. The KMA review of the PLC prepared and City prepared documents Indicates that the scope of improvements and the order of magnitude cost estimates for the improvements required by the Development Agreement are comparable between the two analyses. These reports both conclude that approximately $45 million In Improvements must be constructed In phases as the subject property is subdivided. Kf VSER MARSTON AssUC1AT £ S INC. Mr. Robert Franz February 9, 1996 Page 3 3. It is our understanding that no building permits can be Issued for the residential development of each phase until the requisite Development Agreement improvements have been completed for that phase. 4. The initial Development Agreement obligations are anticipated to be completed with working capital, The subsequent Development Agreement activities are to be funded with the sales proceeds from the preceding development phases. 5. Wails Fargo Bank anticipates providing a $58 million loan to PLC to be used to acquire the site from Chevron. The loan approval is predicated on PLC providing at least $64 million of equity, of which $6 million must be made available as working capital. The loan approval process has included the following steps: a. Wells Fargo Bank has acted as a real estate lender for PLC previously. PLC has acted In accordance with the loan terms for the previous Wells Fargo Bank borrowings. b. The equity contribution must come from one source, which has been identified and evaluated by the lender. No addltional partners can be added without the lenders approval, C. Before closing the proposed loan, In accordance with established procedures, the lender will verify that the equlty contribution source complies with the bank's standards, d. The lender has reviewed the partnership agreements between the parties to the transaction. e. The lender has received verification that the required equity funds are currently deposited In approved Institutions. At the close of the Wells Fargo loan, the equity funds will be placed In the escrow account for the property acquisition, f. Wells Fargo Bank has stipulated that no secondary financing can be placed on the property. The required equity contribution for the land acquisition and the construction of the Improvements required by the Development Agreement must be funded with cash, rather than loan funds. KF. YSER MA RSTON ASSOCIATES INC. Mr. Robert Franz February 9, 1996 Page 4 g. The land acquisition loan. is due and payable within three years of issuance. PLC has the option to extend the loan term for up to two years longer based on agreed upon performance standards. CONCLUSIONS Based on our analysis of the available information, KMA has reached the following conclusions related to PLC's financial wherewithal to fulfill the obligations associated with the Development Agreement: 1 . The City and PLC have agreed upon the list of improvements required by the Development Agreement. The City has the power to effectively halt the development process if the defined Development Agreement obligations are not fulfilled. 2. The requirements and limitations Imposed by the project leader result In a performance driven project. The debt and equity structure implicitly requires the developer to expeditiously proceed with the required scope of development, because the return of the equity Investment plus any return on the equity Investment Is completely dependent on the project's sales performance. 3. PLC cannot borrow or syndicate the funds required to fulfill the lender's equity requirement. Given the magnitude of funds required to be contributed from one source, the Investor will have a significant financial stake In the project's ultimate completion and success. 4. The currently projected development schedule is more aggressive than is required by the Development Agreement, but the absorption schedule appears to be somewhat optimistic given current market conditions. Nonetheless, givers the financial terms of the proposed loan, PLC has more incentive to attempt to complete the entire scope of development within the defined schedule of performance than does Chevron. Based upon our review, It Is the KMA conclusion that PLC has the financial wherewithal to fulfill the Development Agreement obligations. However, this conclusion is predicated on aff of the factors previously discussed in this analysis. Should any of the transaction structuring be modified, the results of the KMA analysis are subject to re-evaluation. Kr-. YS6R M ARSTON ASSC) C1AT13S INC. Mr. Robert Franz February 9, 1996 Page 5 RECOMMENDATIONS To maximize the potential for the Development Agreement obligations to be fulfilled, KMA offers the following recommendations: 1 , The City approval of the assignment of the Development Agreement obligations to PLC should be contingent on the closing of the Wells Fargo Bank acquisition loan under the terms and conditions outlined In this analysis. 2. The entity receiving the Wells Fargo Bank acquisition loan should be exactly the same entity as Is being assigned the Development Agreement obligations. 3. All City related responsibilities related to fulfilling the Development Agreement obligations should be completed in a timely manner. City actions should not cause the developer's Development Agreement obligations to remain Incomplete after the final lot sales for the subject property have closed, KMA appreciates this opportunity to be of assistance. We are available to answer any questions that may arise. Yours very truly, KEYSER MARSTON ASSOCIATES, INC. Kathleen H. Head cc: Mr, Ray Silver, Assistant City Administrator Mr. Robert Franklin, Associate Planner KHHJp 06096.HTS 14066.00M KEYS FR M ARSTON ASSOCIATES INC. MS PICKERS LIMITED PARTNERSHIP 1999 AVE 'UE OF THE STARS a SUITE 2000 � x LOSAA'GELES,CALIFORNIA 90067-�86 FACSIMILE:(310)203-9703 c =y r.�,�+ TELEPNd:'�'E,-(310)203-9600 ''{�-�n February 6, 1996 Department of Community Development City of Huntington Beach 2000 Main Street Huntington Beach, California 92848 Attn: Mr. Robert Franklin, Associate Planner Re: Holly Seacliff Development Agreement Gentlemen: In connection with the organization of MS Vickers Limited Partnership and its sole general partner, MS Vickers, Inc., enclosed are copies of the Certificate of Incorporation of MS Vickers, Inc. and the Certificate of Limited Partnership of MS Vickers Limited Partnership. Should you require any further information concerning these entities or the enclosed, please don't hesitate to give me a call. Very truly yours, ,, fill � . Jeffrey A. Dritl y President - Y DGVELOF'�hEN[ Ciil4�vi1"vl1 MS Vickers, Inc. JAD:cm Enclosures FEB 05 '36 03:39FM JONES DAY DAL.LAS P.3/T State of Delaware PAGE 1 Office of the Secretary of State r T, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "MS VIMERS, INC. ", FILED IN THIS OFFICE ON THE TWENTY—FIFTH DAY OF OCTOBER$ A.D. 1995, AT 4:29 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. Edward J.Freel,Skcretary of State 2553142 8100 AUTHENTICATION: 7687973 DATE 950246898 10-25-95 FEB 05 '96 03:40PM JOPES DRY DALLAS P.4r7 CZ*FYCATE OF INCORFORAZIGN or Ks VICNERSI INC. 1,P The news of the Corporation is: MS Vickers, Inc. 2, The address of the -corporation's registered *trice in the State of Delaware is The Corporation Trust C.ont*r, 1209 Orange street, in the City of Wilmington, County of NOV Castle, Delaware .19801. TW MW of iti r0g stared agent at such address is The Corporation Trust Cvwpany. 3. The purpose of the Corporatism is to engage in any lawful act or activity for which corporations Way be orgapized undor the General Corporation Law of the State of Delaware. 4. The total number of shares of ammm stock that the Corporation shall have authority to issue is one Thousand (Io000) , and the par value of each such share is One Dollar (rp1.00) , amounting in the aggregate to One Thousand Dollars S. Llection of directors need not be by written ballot. so The name and address of the incorporator is Gregory P. wells, Jones, D;y, Reavis A Pogue, 2300 Trammell Cray Center, 2001 Ross Avenue, Dallas, Texas 73201. 7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for any losses, claims, damages oz liabilities arising out of or in connection with such person's actions as a director, except for any sucb loss, slant, daeage or liability caused by the negligence or willful sisCdnduet of such person or any other director of the Corporation designated by the same stockholder or by any other stockholder that is an affiliate of such stockholder. The Delaware Iwo iinde mity razation land hold harmless each persl, to the fullest extent on coitted he(and the heirs, executors or ad:inistratvrs- of such person) who was or is a pasty or is threatened to be made a party to, or is involved in, any threatened, pending or 'corplated action, snit or proceeding, whether civil, Criminal, admiuistr:etive or investigative, by ream of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, tXst or other enterprise in connection with any matte' rolotinq to the Corporation's business or affairs, against any losses, claims, daeaga■ or liabilities, unless'any such loss, slate, damage or liability is caused by the negligw= or willful sisc0nduct or such person or any other person serving as a director or officer of the Corporation or such other corporation, partnership, joint DLMAM am twm f OWEN*e.160 u:M s e_ FEB 05 '96 03:40PM JOrES DRY DALLAS P.5i7 venture, trust or other enterprise whose designation, election or appointment was effected (directly or indirectly) , including through a director designated, by the saes stoelcholder vby any other stockholder that is an affiliate of such stockholder. The right to indG=ifiCstion Conferred in this Article 7 shall also include the right to be paid by the corporation tau; "pwtses incurred in connection with any such proceeding in advarme of its final disposition to the fullest extent authorised by Delaware lacy. The right to indesuifiaation conferred in this Article 7 shall be a contract right. Ro repeal, codification or smsnftent of this Article 7, or adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware law, any modification of law shall eliminate or reduce the affect of this Article 7 in respect of any acts or omissions occurring �riaar to the ties of such repeal, aavn -Mont, adoption or modification. 9. The Corporation reserves the right to amend, alter, change or repeal any provision contained In this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and, with the sole exception of those rights and powers conferred under the above article 7, all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this resssvation. IN NITNZG5 VHEREDl, I have signed my name this is Bay of October, 1993. MOW Gruirnsy p. Wells, sole incorporator MMADAR DW ley t terr.�3o•1i•16 3t� ~' FEB 05 '96 83:41PM JOKES DAY DALLAS P.6i7 State of Delaware PAGE 1 Office of the Secretary of State I . EDWARD J. FREEL. SECRETARY OF STATE OF THE STATE OF +DELAWARE, 100 HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF "MS VICKERS LIMITM PARTNERSHIP", FILED IN THIS OFFICE ON THE TWENTY-.FIFTH DAY OF OCTOBER, A,D_ 1995, AT 4:30 O'CLOCK P:M. r• ti t Edward 1.Fred,Secretary of State 2355672 sloo 7688433 AUTHEIV7'ICAT'ION: 930246899 PATE: 10-26--95 4 . .. _ .P.7/7. FAH 05 �0 95 d %41 PM JONM DAY DALLAS ... •Y : _ i CSRTIfICATE Oy LIMITED pARTNE Hry of xS VIC2RS L=TED PAAT1n=HIP This Certificate of Linitad partnerea.ip of WS Vickers Litaiced Partft*tship is leads pursuant U 80ctions 17-201 and 17- 204 of the VelawUre Revised unlf=x Limited Partnership Act (the OACt") and is h4Weby filed With the SeCratasy of State of this State of Delaware pursuant to Section 17-206 of the Act. 1. The name of the limited partnership in JW Vickers Limited Partnership. 2. The addraas of the aragistered office of the limited partnership is The corporation Trust company. 1209 Orange, 91=e- t, Wj,lzington, Now Castle Caaaty* Delaw re i9801, and the name of the limitsa partnerrshipfs registered agent at such address is The Corporation Trust C ugany. 3. The nass and address of the general partner of the limited partnership is: MS vick ", Esc. 2999 Avwmo of .the Stars suite 2000 LOS Ar441109. California 90067 Ibi WITLESS Mgmt for. this Certificate of United Partnership of Ks Vickers Limited F Irtnership h" been duly eYeantsd by the gener&I partner thereof as of 3T-- day of October, 1995. JW VICE, INC. , its general Partner • Gtago P. "lls, sole i!lGorpor'itor STATE OF 05LAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILER 04!30 PSI 10/25/1995 950246899 - 25S5672 1? M&M Uloc 19M i ps1�+�i�1Mlf 1?� PLC F E B 0 5 1996 February 2, 1996 Mr. Robert Franklin c/o Melanie S. Fallon CO1 MUN,1 r Community Development Director City of Huntington Bea1_h Department of Community Development 2000 Main Street Huntington Beach, California 92648 Dear Mr. Franklin: At the request of the Community Development Director, I am forwarding a copy of the General Partnership Agreement for PLC. Formation Documents do not exist as there is no legal requirement for such documents to be created for a General Partnership formed in the state of California. This information is pan of the five follow-up items to our meeting of January 29, 1996. Please note the following items related to this agreement: Paragraph 1.03 -Place of business will ultimately be 23 Corporate Plaza,Newport Beach. Paragraph 2.18 ;+-lanaging Partner. Paclaco Inc. is wholly owned and operated by the Abduljawad Family. Mr. Christopher C. Gibbs will be assigned the responsibility for the day to day operations associated with developing Seacliff. Paragraph 2.32-It is anticipated that up to ten partners will own the General Partnership. All such partners will be closely held by the Abduljawad Family. Paragraph 3.01 -Initial Capital Contributions are nominal amounts for legal formation. Presently, the Partners have advanced nearly $6 million as good faith deposits and up-front costs incurred in acquiring Chevron's Land Portfolio. Paragraph 3.02 - Additional Capital Contributions. It is anticipated that the total capitalization of the newly formed entcrprise will total around $65 million. In addition to this amount, approximately $58 million of additional capital will come from an acquisition loan from Wells Fargo Bank. Paragraph 4.05 - Distribution of Capital Proceeds. Distributions of capital are subordinate to operating needs (largely development costs), repayment of Acquisition Indebtedness, and sufficient operating reserves as defined in the Acquisition Loan Agreement. Please note that this is a first draft of the Partnership Agreement and will undergo a significant amount of editing as PLC Counsel, Wells Fargo's Counsel, and Management have input. All such input will share the common goal of ensuring that the Partnership Agn cinent clearly addresses the timely development of Seacliff and other properties acquired in this transaction. All such development in Seacliff is to be consistent with the Holly Seacliff Development Agreement. It is clear to PLC that the Development Agreement reflects the Highest and Best Use of the land and is in alignment with PLC's Strategic Business Plan. 12.25 h[i'.;:1 BLUFF- 1jR1V i%;l'.I'FF. 103 • Sj N D!EGcl%CAL11-0itN'1A • 92130 61:, .;, 1856 0 FAX: 619 239 1859 -2- FEBRUARY 2, 1996 I have also met w,i.h Cathy 1leae, of Kaiser Marston to discuss both the capitalization and on-going operations of PLC wia, regard w. its acquisition of the Seacliff Property subject to the Holly Seacliff Development Agreernunt Area i believe she now his sufficient information and comfort regarding the commitment of PLC no the dC�%?'.npment a}this commurity. Other items Piste::: in your 'zquest are being forwarded to you under separate cover by Mr. Gibbs. Please address any inquiries relatvd to those items to him directly. If you should have any questions, or need any further assistance, please do not hesitate to contact me. Sincerely, Paciaco, Inc. Dame: Randy B. Dunleyie Tirle: Chief Financial Officer cc: Mr. Christopher C. Gibbs M E M O R A N D U M DATE: February 6, 1996 TO: Robert Franklin, Associate Planner FROM: Michael P. Dolder, Fire Chief RE: Comments on Article 12 En 'ronmental Corrective Action, Indemnification and Limitation of Claims Re: Holly Seacliff I reviewed Article 12 regarding Environmental Corrective Action, Indemnification and Limitation of Claims for the sale of the Holly Seacliff property. My comments are as follows: Overall, Article 12 adequately clarifies that Chevron remains the responsible party for the entire cleanup. Cleanup obligations are also spelled out financially and like our current development agreement, Chevron is financially responsible for all cleanup less than 20 million dollars. Article 12 establishes a percentage share responsibility between 20 and 30 million dollars. However, any cleanup exceeding 30 million dollars remains a Chevron obligation. Several documents are referred to in the Article that need to be reviewed prior to reaching a final conclusion on the adequacy of the Agreement. Those documents are: 1. Chevron Land and Development Company's Environmental Assessment and Remediation Protocols dated November 1, 1995; and 2. The mutually acceptable remediation plan referred to on page 47 in 12.2 (d) that is suppose to be completed prior to sale. After I receive and review the two (2) referenced documents, I will make my final conclusions on Article 12. If you have any questions, please call me at EXT 5401. c: Ray Silver Melanie Fallon _ I PCH. INCTIC CO-NSF 1 IC�tiu February 2, 1996 . ' Mr. Robert Franklin, Associate Planner •` r Community Development Department 2000 Main Street _ a Huntington Beach, CA 92648 l Subject: City Consent to Sale of Property Subject to Development-Agreement No. 90-1 ?- Dear Bob: In response to Item 4 in the City's letter dated January 30, 1996, I am forwarding two copies 1 of Article 12 of the purchase and sale agreement between Chevron Land & Development Company and PLC/MS Vickers, which sets forth respective responsibilities for soil remediation. A brief summary of the provisions of the article is also attached. Please feel free to call me if you have any further questions with respect to soil cleanup responsibilities. { Sincerely, William D. Holman I Project Manager ' 1 Encl. cc: Christopher Gibbs f ,. Brian Carr r, - t W. 23 Corporate Plaza.Siite Z-5Q\ewror:Beach.CA 92cnp-7912 i Phone 714 721 07 7 .AY 714.,-Nl-214 CL&D SALE TO PLC/MSREF SOIL REMEDIATION RESPONSIBILITIES SUMMARY The responsibilities of seller and buyer for the remediation of oily soils and hazardous substances for properties in Huntington Beach are addressed in Article 12 of the purchase and sale agreement between the parties. A copy for Article 12 is attached and summarized below. Both seller (CL&D) and buyer (PLC/MSREF) will have specific responsibilities for the remediation of oily soils and hazardous substances to comply with City and other government agency requirements to permit the development of property. Both parties have agreed to prepare a corrective action plan identifying the nature and timing of seller's and buyer's respective remediation activities. Seller shall be directly responsible for the remediation of hazardous substances and buyer shall be directly responsible for the remediation of oily soils, and the installation of well vents and any membrane systems where required as part of development. Seller has agreed to reimburse buyer for oily soil remediation costs incurred by buyer for a period of five years (seven years on certain properties). Seller shall be responsible for its remediation costs and the first $20 million in buyer remediation costs, $4.8 million of buyer remediation costs between $20 million and $30 million, and all costs above $30 million. Seller is obligated to perform any required long-term monitoring. Seller will retain all groundwater rights and obligations in properties sold to buyer. C-" (,� x =+ 1 rn Ln � •r r z ;P; ' � r Ci7 Article 11, the party claiming indemnification shall notify the indemnifying party promptly. if such event involves the claim of any third party, the indemnifying party shall have sole control over, and shall assume all expenses with respect to, the defense or settlement of such claim; provided, however, that (i) the indemnified party shall be entitled to participate in (but not control) the defense of such claim and to employ coun- sel at its own expense to assist in the handling of such claim, (ii) the indemnifying party shall obtain the prior written approval of the indemnified party before entering into any settlement of such claim or ceasing to defend against such claim, if pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed- against the indemnified party, and (iii) the indemnifying party shall not permit any lien, encumbrance or other adverse charge to exist upon any asset of the indemnified party or its Affili- ates. If the indemnifying party does not assume sole control over the defense or settlement .of such claim after notice is provided in this Section 11.2(c) , the indemnified party shall have the right to defend and settle the claim in such manner as it may deem appropriate at the cost and expense of the indemni- fying party, and the indemnifying party shall promptly reimburse the indemnified party therefor in accordance with this Article 11. ARTICLE 12 ENVIRONMENTAL CORRECTIVE ACTION INDEMNIFICATION AND LIMITATION OF PLAINS 12. 1 Certain Definitions. As used in this Article 12, the following terms have the fol wing meanings: (a) "A roved Corrective Action Plan' means the plan for Remediation with respect to an Area ( ) agreed to between Buyer and Sellers, whether Buyer's or Sellers' Corrective Action, (ii) established pursuant to Section 12.5(a) (ii) , if Sellers' Corrective action, (iii) established pursuant to 12.5(b) (ii) (2) , if Buyer's Corrective Action, or (iv) if applicable, agreed to between the-Lead Environmental Agency and, (z) in the case of Sellers' Corrective Action, Seller, and (y) in the case of Buyer' s Corrective Action, Buyer. (b) •Area' means one of the parcels of the Designated x Properties aeUneated in good faith by Sellers and Buyers as r part of the Designated Properties to be developed and RemediaLed Y' in approximately the same time frame consistent With good engineering and development practice, which Areas Shall be initially established at the same time as and as part of the Remediation Plan, and will not be changed absent mutual CJ agreement of the parties. =� tizt�zss� -42- 12�1 (c) *Buyer's Corrective Action" means the action required to satisfy the applicable n um Legal Requirements for Remediation of Oily Dirt located in, on or under the Designated Properties, or any portion thereof. (d) 'Corrective Action' means either Sellers' Corrective Action, Buyers Corrective Action, or both, depending on the context in which used. (e) "Desi mated Prop±rtieso means the real property described in c e u e I as Huntington Beach (other than Parkside, the Shell Strip, the Elementary School Site and Seacliff Country Club) , the vacant parcel at Seacliff office Park and West Coyote Hills. (f) "Environmental Laws' means any and all federal, state, and To—c—&T statutes, ays, and ordinances, and any and all rules, regulations, judgments, orders and decrees appropriately • adopted or issued pursuant thereto, whether now or hereafter in effect, relating to human health, or the environment, or to emissions, discharges or releases of Hazardous Substances into . the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or the investigation or the cleanup or other remediation thereof. (g) "Environmental Liabilities" means all (i) out of pocket costs pai3 to third part es or investigation, remediation, monitoring, required studies', tests, fines and penalties ; and (ii) liabilities, losses, damages, costs and reasonable consultants { and attorneys, fees incurred in connection with suits, causes of action, legal or administrative proceedings, demands or claims (including, without limitation, claims for personal injury and property damage) that may be brought, threatened or asserted by any third party or governmental body by reason of or in any way connected withi (A) the presence or disposal or the actual or threatened emission, discharge or release at, on or from the Real Property of Hazardous Substances or other- materials, odors or wastes into or in air, soil, surface water, groundwater, personal property, equipment or structures; or (B) the migration, transportation or disposal above, beyond or below the surface of the Real Property, of Hazardous Substances or other materials, odors, or wastes. (h) "Hazardous Substances" means substances which are flammable; explosive; corrosive; radioactive; toxic; and any substances defined as hazardous substances, hazardous materials, toxic substances or hazardous wastes in any Environmental Laws, 1211Mt -43- including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 at seg. ) ; the Hazardous Materials Transportation (49 U.S.C. 1801 at seg. ) ; the Resource Conservation and Recovery Act of 1976 (42 U.S. 6901 et seq. ) ; the Toxic Substances Control Act, 15 U.S.C. Section 2601 at seq. ; the Clean Air Act, 33 U.S.C. Section 1251 at seq. ; the Clean Water Act of 1977, 33 U.S.C. Section 1251 at. seq. ; the Hazardous Waste Control Act (California Health i Safety Code 25100 at seg. ) ; the Hazardous Substance Account Act (California Health & Safety Code 25300 et seq. ) ; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 at seq. ; California Health i Safety Code- Section 25280 at seq. (Underground Storage of Hazardous - Substances) ; California Health 6 Safety Code 25500 at seq. (Hazardous Material Release Response Plans and Inventory); the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 at seq. ; and all amendments adopted to 'these laws, and all regulations and publications promulgated pursuant to these laws prior to or after the Closing Date. Hazardous Substances shall also include those asbestos-containing materials defined and described in Environmental Protection Agency Report No. 560/5-85-024 (June 1985), or any related or successor report, or other applicable government regulations defining or describing such materials. Notwithstanding the foregoing, Hazardous Substances shall not include Oily Dirt. (i) "Law" means any and all federal, state and local statutes, laws and ordinances, and any rule, regulation, judgment, order or decree appropriately adopted or issued pursuant thereto, whether now or hereafter in effect. (j) •Lead Environmental Agencys means that governmental agency which has assumed the obligation to coordinate the involvement of other governmental agencies in an Area and which is relied upon for environmental sign off or approval by the governmental agency or department whose authority Buyer needs for its proposed activity on or use of the Area. (k) 'Minimum Legal Requirement" means the minimum level of Remediation required under applicable Environmental Laws in order to enable Buyer to develop and use the Designated Property in the miner intended by Buyer. (1) "No Action Level" means the presence of Pre-Closing Contamination vithiF an Area at levels which would not be . considered hazardous waste for disposal purposes under Title 22. The No Action Level is intended to be a benchmark, and not a clean up standard under this Article 12. (m) 00il Dirt" means any soil in, on or under the Designated Propert es mixed with (x) unrefined petroleum hydrocarbons and (y) other constituents, compounds or hydrocarbons which would not be considered a hazardous waste for disposal purposes under Title 22. �z�tizes4 -44- (n) NOily Dirt Remediation Methods- means one or a combination—of the following methods or Remediation of Oily Dirtt (i) on-site bioremediation; (ii) off-site bioremediation; (iii) on-site thermal treatment; (iv) off-site thermal treatment; (v) on-site disposal: (vi) . off-site disposal; (vii) on-site reuse in road beds; (viii) blending and reuse in fills (ix) leaving in situ at depths acceptable to the Lead Environmental Agency (x) other (0) "Pro-Closins Contamination" means the presence of any Hazardous SUBstances in, on under, or migrating from the Designated Properties which were present prior to Closing and for which Buyer gives Seiler written notice (identifying the specific Hazardous Substances discover6d at the time and their location) within five (5) years of Closing except that such notice may be given within seven (7) years-of Closing with respect to. the following Designated Properties: Atlanta, Goldenwest Center and Palm and Goldenwest. Pre-Closing Contamination does not include any contamination in ground Water. (P) *Remediation• means the act of containing, treating, eliminating or reducing the concentration of (i) Oily Dirt existing prior to Closing in, on or under the Designated Properties, or (ii) Pre-Closing Contamination. Remediation does not include well or methane vapor venting or the construction of methane Membranes. (q) "Remediation Monitor• means one individual selected by Buyer and one individual selected by Sellers to represent Buyer and Sellers respectively in monitoring the progress of grading, development and Remediation on the Designated Properties. (r) "Remediation Plan" means the plan for the performance of Corrective Action re=u red to satisfy the applicable Minimum Legal Requirements for Remediation of Oily Dirt and Pre-Closing Contamination located in, on, under or migrating from the Designated Properties, taking into account Buyer' s development plans, which Remediation Plan Buyer and Sellers (i) agree to mutually develop in good faith between the date hereof and the Closing pursuant to Section 12.2(d) , (ii) acknowledge will only be a good faith objective of the parties and (iii) acknowledge that .as Buyer's development work proceeds and Corrective Action is undertaken after Closing, will require regular contact between Buyer and Seller and subsequent modification. �t»taa� -45- r r ' �Z+t (a) •Remediation Protocol` means the Chevron Land and Development Company's Environmental Assessment and Remediation Protocols dated November 1, 1995 (Final) a copy of which has been provided to Buyer. (t) 'Sellers ' Corrective Action" means the action required to satisfy the applicable Minlium Legal Requirement for Remediation of Pre-Closing Contamination of the affected Designated Properties, including, without limitation, no action, confinement or treatment, and the use of deed restrictions (provided that no such deed restrictions shall materially interfere with the intended use of the Designated Properties) , and any action deemed as such under Section 12.5(c) (iii) . . (u) 'Title 22, means California Code of Regulations Title 22, Div. 4.S IZr2 12.2 Corrective Action. (a) Sellers' General Corrective Action Responsibility. Sellers s all be responsible fore and shall perform Sellers ' Corrective Action in all Areas (which shall include all of the Designated Properties) . Sellers' Corrective Action shall be performed in the manner set forth in Section 12.5(a) and on a schedule reasonably consistent with the schedule developed pursuant to Section 12.6(a) . (b) Bu er' s General Corrective Action Res onsibilit . Buyer shall be responsible for,, and shail performBuyer's Corrective Action in all Areas (which shall include all of the Designated Properties) . Buyer's Corrective Action shall be performed in the manner set forth in Section 12.5(b) and on a schedule reasonably consistent with the schedule developed pursuant to Section 12.6(b) .Buyer's obligation for Remediation of Oily Dirt shall not be affected or excused in any ray by any provision of Law now or hereinafter in force that has the effect of classifying or treating Oily Dirt as a Hazardous Substance. (c) Corrective Action Generally. (i) Sellers Approach. Sellers have owned and have bdbn engage n t e remealation, development and disposition of various properties of which the Designated Properties are a part. In the course of such remediation, development and disposition activity, Sellers have taken into consideration various factors, includings (1) the requirements of law, (2) the requirements of those authorities exercising jurisdiction over the development of such properties, (3) the development and disposition plans of Sellers, (4) the legal requirements that would need to be achieved in order to dispose of the property in the manner intended, (5) the cost-effectiveness of various methods of remediation, and (6) other factors. In the course of such development and disposition activity, 12112931 -46- Sellers have sought to conduct such activity in the most cost-efficient manner taking into consideration such factors, and Sellers have developed various guidelines for such activity. Sellers have also recognized that it is extremely difficult, if not impossible, to predict with certainty whether such guidelines will adequately deal with each circumstance that is encountered as the physical work of development is undertaken. The guidelines that Sellers are currently following in connection with such activities relating to the Designated Properties or to development areas related in proximity to the Designated Properties are reflected in the Remediation Protocol. (ii)' Buyer' s Approach. Buyer agrees that the sequences and procedures outlined in the Remediation Protocol provide a reasonable general guide to the Remediation processes that will be undertaken by Buyer as Buyer' s Corrective Action and by Sellers as Sellers' Corrective Action. Buyer agrees that the Remediation Protocol, together with the additional procedures set forth for the performance of Sellers' .Corrective Action in Section 12.5(a) and for the performance of Buyer' s Corrective Action in Section 12.5(b) , provide a reasonable foundation upon which to develop a Remediation Plan. However, Buyer desires to minimize to the extent reasonably possible the risks that Remediation requirements with respect to unknown factors will substantially and adversely impact the timing of Buyer' s ability to develop and dispose of the Designated Properties. (d) Mutually Acceptable Remediation Plan. (i) Generall . In recognition of their mutual, yet potentially--c—o-nTricting goals, Buyer and Sellers agree to meet and confer prior to Closing in an effort to develop a mutually acceptable Remediation Plan. It is intended that such Remediation Plan will take into consideration the desire of Sellers to accomplish the required Remediation in the most cost-effective manner and the desire of Buyer to accomplish the required Remediation in the most cost- effective manner that will still allow Buyer to have the Areas remediated to the Minimum Legal Requirements by a time that will allow Buyer to meet its development and disposition schedule. During such meetings, Buyer will share Buyer' s proposed development schedule on a parcel by parcel basis, and Sellers' will share Sellers' information with regard to the current and expected state of Remediation and Sellers' estimates of the underground condition with respect to such parcels. Buyer and Sellers will work together to define Areas for development and Remediation. It is anticipated that such discussions will result in Buyer agreeing to accelerate its development plans with respect to certain Areas that appear to be more likely to be remediated to the Minimum Legal Requirements 12112831 -47- at an earlier point in time and to delay its development plans with respect to certain Areas that appear to 'be more likely to require a longer period of Remediation in order to cost-effectively Remediate such Areas. Based on the preliminary site assessments done to date, there is more Oily Dirt to be Remediated than there is current capacity to handle on the Designated Properties. As such, Sellers acknowledge that in order to achieve the earth mass balance required in a given Area, Oily Dirt Remediation Methods may have to be used that are not the least costly, and Buyer acknowledges that it may have to accelerate portions of its grading operations to enable Buyer to perform its Remediation utilizing less costly methods., - (ii) Elements of Remediation Plan. In order for a plan to qualify as a KRemiRiation P an' , such plan must be agreed to in writing by both Buyer and Seller and must contain at least the following elements (1) Areas. Every portion of the Designated Properties must be designated as part of one Area. (2) Estimated Time for Com letion of Corrective Action. A time for the comp et on of Se ers Co-rrect ve Action, if any, and Buyer' s Corrective Action, if any, shall be estimated for each Area. (3) Anticipated Oily Dirt Remediation Methods. The probable—Oily Dirt Remediation methods s a established for each Area. (4) Anticipated Sellers' Corrective Action Methods. The probable metK2Zs to be employed Se ers to accomplish Sellers' Corrective Action shall be established for each Area. The probable procedures for seeking any agency oversight for remediating Pre- Closing Contamination (such as lead and arsenic) shall be established for each Area. The process for reviewing negotiating strategies with Buyer will be detailed. (5) Anticipated Buyer' s Corrective Action Methods. T e probable methods to be employed Buyer to accomplish Buyer' s Corrective Action shall be established for eadh Area. The probable procedures for seeking agency oversight, if any, for remediating Oily Dirt shall be established for each Area. Cost estimates, budgets, contracting plans and cost control Processes will be detailed. (6) Insurance. Finalization of the Environments Insurance Policy required hereunder. 12112831 -48- 12.3 Migration. In the event that Pre-Closing Contamination migrates, either before or after Closing, from one Designated Property to another Designated Property or to any other property, Sellers shall be responsible for, and shall perform Sellers ' Corrective Action with respect to all of such migrated Pre-Closing Contamination. 12.4 Com lotion of Corrective Action. Buyer's Corrective Action and Sellers , Corrective Action, as the case may be, (exclusive of long-term monitoring and maintenance) shall be deemed completed (i) when Sellers and Buyer shall mutually agree or (ii) when the Lead Environmental Agency overseeing the Remediation acknowledges in writing (by authorized and official agency action) •that no further action for any remedial activity (exclusive of long-term monitoring and maintenance, if applicable) is required at the time of issuance of such acknowledgment, or (iii) if the Lead Environmental Agency refuses to provide such written acknowledgment and does not give any indication of dissatisfaction with the Approved Corrective Action Plan, if submitted to such agency, or the work performed, when an environmental consulting firm acceptable to both Buyer and Sellers states that if it were acting for the Lead Environmental Agency, it would be willing to issue such an acknowledgement, and certifies under the authority and seal of a professional engineer that the measures required by the Approved Corrective Action Plan have been completed in a workmanlike manner and in accordance with such Approved Corrective Action Plan. With respect to long term monitoring and maintenance, if, either (x) such agency requires at the time of its written acknowledgment, or (y) if the Approved Corrective Action Plan which forms the basis for such consulting firm's certification requires, that long-term monitoring and maintenance shall be undertaken, Sellers shall be responsible for such long term monitoring and maintenance. 12.5 Performance of Corrective Action. (a) Performance of Sellers' Corrective Action. Sellers shall have control of all matters (In-cludIng EMU and safety planning and compliance) relating to Sellers' Corrective Action. Sellers shall retain all contractors and pay all costs directly as incurred and Bhall be responsible for lien free completion of all Sellers ' Corrective Action. In addition to Sellers' general obligations to perform Sellers' Corrective Action and in addition to Sellers' good faith intention to perform Sellers' Corrective Action consistently with the good faith objectives established in the Remediation Plan, without limiting the generality of the foregoing, Sellers' specifically agree as follows: (i) Develo in Seller' s Corrective Action Plan. (1) Buyer's Pre-Closing Contamination Notice. Following not ce ( "Buyer's Pre-closing Contamination MUM -49- Notice•) from Buyer of the existence of Pre-Closing - Contamination, Sellers shall evaluate the particular Pre- Closing Contamination and by reference to any applicable Environmental Laws, by consultation with those authorities exercising jurisdiction over the development of the affected portion of an Area or by consultation with independent consultants, or by such other method as Sellers ' deem appropriate, Sellers shall determine the level of Remediation that will be required in order to reduce such Pre-Closing Contamination to below Title 22 levels and permit Buyer to be in a position to meet the Remediation Plan. (2) •Sellers ' Preliminary Corrective Action Plan. Within twenty ( ) days following sellers, receipt o Buyer' s Pre-Closing Contamination Notice, Sellers shall give Buyer written notice ( "Sellers ` Preliminary Corrective Action Notice') of the Sellers' preliminary plan for Sellers' Corrective Action with respect to the particular Pre-Closing Contamination identified in such Buyer' s Pre- Closing Contamination Notice ( "Sellers' Preliminary Corrective Action Plan") which plan shall, among other things, describe any soils which Sellers intend to remove from the affected portion of the Area, such additional Remediation which Sellers or Sellers ' contractors expect to take, any activity that Sellers request be taken by Buyer as part of Buyer's rough grading activity, and the estimated timetable for all of such activity. (3) Level of Remediation. In any event, prior to commencement of Buyer's roug grading of the affected portion of the Area, Sellers' Corrective Action shall be sufficient (x) to Remediate the affected portion' of the Area described in Buyer' s Pre-Closing Contamination Notice to No Action Levels and (y) to place such portion of the affected Area in a condition that, in Sellers' judgment, will allow the Minimum Legal Requirement to be achieved in accordance with the Remediation Plan. (4) Buyer Response to Sellers ' Corrective Action Notice; Resolution o Disagreements. (A) Buyer's Evaluation of Sellers' PreliminaEX Corrective Action Plan. Pollowing Buyer's receipt of Sellers , Pre nary rrective Action Notice, Buyer shall evaluate Sellers' Preliminary Corrective Action Plan and, within twenty (20) days • following Buyer's receipt of Sellers' Preliminary Corrective Action Notice, Buyer shall respond to Sellers by written notice ( "Buyer's Response to Sellers' Preliminary Corrective Action Notice') indicating that Buyer has reviewed Sellers' Preliminary Corrective Action Plan and identifying the parts of Sellers' Preliminary Corrective Action Plan', if any, with which Buyer 12112831 -50- disagrees specifying the reasons for such disagreement with reasonable particularity. (B) Bu er's Disagreement with Sellers' PreliminaEl Corrective Action Plan. if Buyers' Response to Sellers' Preliminary Corrective Action Plan expresses disagreement with any part of Sellers' Preliminary Corrective Action Plan, Buyers Remediation Monitor and Sellers ' Remediation Monitor shall meet and confer within ten (10) days following Sellers ' receipt of Buyers' Response to Sellers' Preliminary Corrective Action Notice. If the two Remediation Monitors are able to reach agreement or compromise regarding Buyer's disagreements with respect to Sellers' Preliminary Corrective Action Plan, such agreement or compromise shall be embodied in a revised Sellers' Preliminary Corrective Action Plan. If within ten (10) days following such meeting by the Remediation Monitors, the Remediation Monitors are unable to reach agreement or compromise regarding Buyer's disagreements with respect to Sellers' Preliminary Corrective Action Plan, Sellers may, in Sellers ' sole discretion and so long as such Preliminary Corrective Action Plan provides for satisfaction of the Minimum Legal Rwpirements, elect to insist that the original Sellers' Preliminary Corrective Action Plan be adopted as is or, if applicable, presented for approval of the Lead Environmental Agency or, without the consent of Buyers Remediation Monitor, Sellers may modify the original Sellers' Preliminary Corrective Action Plan. (C) Sellers' Jud2j4ent to Prevail. In any event, Sellers sha , w t n the twenty ( ) 3ay period following such meeting by the Remediation Monitors, either (w) keep Sellers' Preliminary Corrective Action Plan unchanged, or (x) modify Sellers' Preliminary Corrective Action Plan consistent with either (y) the agreement of the Remediation Monitors or (s) Sellers ' decision, without the consent of Buyers' Remediation Monitor, and send to Buyer a revised Sellers' Corrective Action Notice containing the revised Sellers' Preliminary Corrective Action Plan. (ii) Approval of Sellers' Corrective Action Plan. Not later than ten -(101 days after Sellers' have followed the procedure outlined above and have sent to Buyer the revised Sellers' Preliminary Corrective Action Plan, Sellers shall either adopt Sellers ' Preliminary Corrective Action Plan as is, in which case it shall thereafter be referred to as the Approved Sellers' Corrective Action Plan or, if appropriate, submit such revised Sellers' Preliminary Corrective Action Plan to the Lead Environmental Agency for review and approval. If submitted to the Lead 12112831 -51- Environmental Agency for review and approval, Sellers shall diligently pursue the approval by such Lead Environmental Agency of the revised Sellers' Preliminary Corrective Action Plan. Once approved by the Lead Environmental Agency, such approved plan shall be referred to as the Approved Sellers' Corrective Action Plan. Consistent with Section 12 .5(a) , Sellers shall have control of all matters relating to Sellers ' Corrective Action, and Sellers' may further revise, from time to time, the approved Sellers' Corrective Action Plan by following the procedure outlined in this Section. (iii) Sellers' Corrective Action Work. Promptly after establishing an Approved Sellers' Corrective Action Plan, Sellers shall cause to be undertaken such work as necessary to Remediate the affected Area to No Action Levels in a manner consistent with the Approved Sellers' Corrective Action Plan. (iv) Bu er's Rough Grading and Monitoring of Sellers ' Corrective Action. (1) Bu er's Rough Grading. Once Sellers have caused the affected portion o the Area to be Remediated to No Action Levels, and so long as Buyer will not be in violation of any Law or agency order relating to Pre-Closing Contamination, Buyer shall proceed with Buyer's rough grading and other development activity ( 'Buyer's Development Activities-) and, in so doing, shall use reasonable efforts to comply with the Approved Sellers' Corrective Action Plan. Buyer has agreed to cooperate with Sellers in Sellers' completion of Sellers' Corrective Action by grading soils where Hazardous Substances are contained in Oily Dirt at the No Action Level as part of the grading operations during Buyer's Corrective Action. (2) Sellers Monitoring. Sellers ' Remediation Monitor shM monitor Buyer's Development Activities for compliance with the Approved Sellers' Corrective Action Plan and Sellers' Remediation Monitor shall notify Buyer's Remediation Monitor in writing if Sellers ' Remediation Monitor believes that Buyer is not conducting Buyer's Development Activities in a manner consistent with the Approved Sellers' Corrective Action Plan ( •Sellers' Corrective Action Plan Deficiency Notice') . Buyer agrees to use reasonable efforts to modify Buyer's Development Activities to rectify the deficiency specified in Sellers ' Corrective Action Plan Deficiency Notice. (v) Cost of Sellers' Corrective Action Plan. 121u831 -52- ( 1) Cost-Efficient Manner. Although the cost of all Sellers ' Correct ve Act on is to be borne by Sellers pursuant to the Agreement, Buyer and Sellers have agreed to cooperate so that Sellers' Corrective Action can be performed in a cost-efficient manner, and Buyer has agreed to perform Buyer's Development Activities in a manner that reasonably complies with an Approved Sellers ' Corrective Action Plan. (2) Sellers Reimbursement of Excess Costs. However, if the out of poc et cost (ot er than costs attributable to delays) to Buyer of conducting Buyer's Development Activities so as to reasonably comply with. - an Approved Sellers' Corrective Action Plan increases such out of pocket cost of Buyers ' Development Activities above that which Buyer would otherwise have expected to incur if Buyer were not performing Buyer's Development Activities so as to reasonably comply with an Approved Sellers' Corrective Action Plan, Seller agrees to reimburse Buyer for any such excess out of pocket costs. Buyer shall invoice Sellers and Sellers shall make payments to Buyer on account,of such excess costs in the manner established in Section 12.5(c) (ii) of the Agreement for reimbursements to Buyer on account of Buyer's Corrective Action. Sellers and their agents and representatives shall have full access to the books and records of Buyer and its contractors maintained in connection with Buyer's Corrective Action for the purpose of verifying the invoices rendered. (vi) Monitoring, Testing and Adjustment of Sellers' Corrective Act on Plan. (I) Testing and Revisions to Meet Remediation Plan. Sel ers ' agree to ma nta n a program of regular testing and monitoring of the affected portion of the Area and to revise the Approved Sellers' Corrective Action Plan if and when such testing and monitoring indicate that the Minimum Legal Requirement is not likely to be achieved within a time that is consistent - with the Remediation Plan. (2) Additional Steps to Reach Health Assessment Risk Level. Follow ng the completion o Buyers ' rough gra2lng, Tellers shall perform tests of the soil to determine whether the Minimum Legal Requirement has been achieved. if either Sellers or Buyer determine either during the implementation or upon the completion of Approved Sellers' Corrective Action Plan that the Minimum Legal Requirement will not be or has not been achieved, Sellers agree to promptly take all steps necessary to cause the affected Area to achieve the Minimum Legal Requirement within a time that is 12112831 -53- reasonably consistent with the Remediation Plan even if such necessary steps are not covered by the then Approved Sellers' Corrective Action Plan. All costs resulting from the testing, monitoring, and undertaking of all such necessary steps shall be borne by Sellers, (b) Performance of Buyer' s Corrective Action. Buyer shall have contra o a matters (including eat and safety planning and compliance) relating to Buyer's Corrective Action. Buyer' s Corrective Action shall be performed in the most cost efficient manner, including, without limitation, leaving contamination in situ, on-site recycling and on-site bioremediation' as agreed by Sellers and Buyer in the Remediation Plan taking into account Buyer's development plans. Buyer shall retain all contractors and pay all costs directly as incurred subject to reimbursement as set forth in Section 12.5(c) . All of Buyer's Corrective Action shall be performed by reputable and experienced contractors. In addition to Buyer' s general obligations to perform Buyer' s Corrective Action and in addition to Buyer' s good faith intention to perform Buyer' s Corrective Action consistently with the good faith objectives established in the Remediation Plan, without limiting the generality of the foregoing, Buyer' s specifically agree as follows: (i) Buyers Corrective Action Notice. ( 1) Buyer's Corrective Action Plan. Not later than twenty ( days prior to commencing any Buyer's Corrective Action, Buyer shall give written notice ( 'Buyer's Corrective Action Notice•) to Sellers specifying Buyer's plan ( "Buyer's Corrective Action Plan" ) for commencing and completing Buyer's Corrective Action with respect to any Area. Buyer's Corrective Action Notice shall be based upon such site assessments for the Area as Buyer has reviewed up to the time of the Buyer's Corrective Action Notice. (2) Sellers ' Selection of Oily Dirt Remediation Methods. Within twenty ( ) ays following Sel ' receipt of Buyer's Corrective Action Notice, Sellers shall evaluate the Buyer's Corrective Action Plan and by reference to any applicable governmental regulations, by consultation with those authorities exercising jurisdiction over the development of the affected Area or by consultation with independent consultants, or by such other method as Sellers' deem appropriate, Sellers shall select one or a combination of Oily Dirt Remediation Methods that Seller believes will allow for the most cost-effective Remediation of the Oily Dirt in the Area to the level of Remediation that will be required in order to permit Buyer to be in a position to comply with the Remediation Plan. 12112931 -54- (3) Sellers' Oily Dirt Remediation Plan. Thereafter7SeTlers shall give Buyer written notice ( "Sellers' Oily Dirt Remediation Plan Notice" ) of the Sellers' plan for Buyer's Corrective Action with respect to such Area ( 'Sellers ' Oily Dirt Remediation Plan") which plan shall, among other things, describe any soils which Sellers ' believe should be removed from the affected Area, such additional Remediation which Sellers believe Buyer should- take, any activity that Sellers request be taken by Buyer as part of Buyer's rough grading activity, and the estimated timetable for all of such activity. In.any event, Sellers' Oily Dirt Remediation Plan shall be sufficient to place the affected Area in such condition that, in Sellers ' judgment, and based upon information regarding the Area known to Sellers at such time, Buyer is reasonably likely to be in a position to begin construction in accordance with the Remediation Plan. (ii) Buyer Res nee to Sellers ' Oill Dirt Remediation Plan Notice; Resolution ot Disagreements. (1) Buyer's Evaluation of Sellers' Oily Dirt Remediation Plan. Fo ow ng Buyer-s receipt o Sellers, Oily Dirt Remediation Plan Notice, Buyer shall evaluate Sellers ' Oily Dirt Remediation Plan and, within twenty (20) days following Buyer's receipt of Sellers' Oily Dirt Remediation Plan Notice, Buyer shall respond to Sellers by written notice ( "Buyer's Response to Sellers ' Oily Dirt Remediation Plan Notice•) indicating that Buyer has reviewed Sellers' Oily Dirt Remediation Plan and identifying the parts of Sellers ' Oily Dirt Remediation Plan", if any, with which Buyer disagrees specifying the reasons for such disagreement with reasonable particularity. (2) Buyer's Disagreement with Sellers ' Oily Dirt Remediation Plan. It Buyers' Response to Sellers , 011y Dirt Remediation Plan Notice expresses disagreement with any part of Sellers' Oily Dirt Remediation Plan, Buyers Remediation Monitor and Sellers ' Remediation Monitor shall meet and confer within ten (10) days 'following Sellers' receipt of Buyers' Response to Sellers' Oily Dirt Remediation Plan Notice. If the two Remediation Monitors are able to reach agreement or compromise regarding Buyer's disagreements with respect to Sellers' Oily Dirt Remediation Plan, such agreement or compromise shall be embodied in a revised Buyer's Corrective Action Plan. If the Remediation Monitors are unable to reach agreement or compromise regarding Buyer's disagreements with respect to Sellers' Oily Dirt Remediation Plan, Buyer may, so long as Buyer's 1211MI -55- `I1�L"\�"' Corrective Action Plan does not exceed the Minimum Legal Requirement therefor, and in Buyer's sole . discretion, elect to proceed on the basis of Buyer's Corrective Action Plan without modification to take into consideration Sellers' Oily Dirt Remediation Plan. (3) Buyer's Control. Consistent with Section 12.5(b) , Buyers shall ave control of all matters relating to Buyer's Corrective Action, and Sellers ' may suggest revisions, from time to time, of Buyer's Corrective Action Plan by following the procedure outlined in this Section. At any point in time, the latest revised Buyer's Corrective Action Plan shall govern the Oily Dirt Remediation covered by such plan and shall be referred to herein as the Current Buyer's Corrective Action Plan. " (iii) Buyer's Rough Grading and Monitoring of Buyer's Corrective Action. (1) Buyer Compliance with Buyer's Corrective Action Plan. In carrying out Buyer's Development Activities, Buyer shall use reasonable efforts to comply with the Current Buyer's Corrective Action Plan. (2) Sellers ' Monitoring. Sellers ' Remediation Monitor shall monitor Buyer's Development Activities for compliance -with the Current Buyer's Corrective Action Plan and Sellers' Remediation Monitor shall notify Buyer's Remediation Monitor in writing if Sellers ' Remediation Monitor believes that Buyer is not conducting Buyer's Development Activities in a manner consistent with the Current Buyer's Corrective Action Plan ( "Sellers ' Oily Dirt Remediation Plan Deficiency Notice•) . Buyer agrees to use reasonable efforts to modify Buyer's Development Activities to rectify the deficiency specified in Sellers' Oily Dirt Remediation Plan Deficiency Notice. (c) Reimbursement for Costs of Buyer' s Corrective Action. (i) General Reimbursement Obligations. Buyer shall be entitle3 to re ursement rom Se ers for out-of-pocket Remediation costs associated with Buyer's Corrective Action (other than those associated with Buyer' s health and safety programs) incurred for work after January 1, 1996 and before the fifth anniversary of the Closing (except the seventh anniversary with respect to the following: Atlanta, Goldenwest, Center, and Palm and Goldenwest) . Buyer's reimbursement shall be as follows: -56- $0 to $20 million . Sellers $20 million to $22 million 90% Sellers/10% Buyer $22 million to $24 million 70% Sellers/30% Buyer $24 million to $26 million 50% Sellers/50% Buyer $26 million to $28 million 304 Sellers/70% Buyer $28 million to $30 million Buyer over $30 million Sellers (ii) Procedures for Reimbursement. Following commencement of Buyer's Corrective Action, invoices shall be submitted by Buyer to Sellers monthly with such supporting data as Sellers shall reasonably request. All undisputed amounts shall be paid within forty-five days of . - receipt of each invoice, and, if not so paid, shall bear interest at the rate of 10% from the date of such invoice until fully paid. Amounts spent in a manner consistent with the Remediation Plan or a Sellers' Oily Dirt Remediation Plan shall be presumed undisputed. If Buyer and Sellers cannot agree on the amount of charges payable by Sellers hereunder, such dispute shall be settled by arbitration in accordance with Section 13.8 of this Agreement. Sellers and their agents and representatives shall have full access to the books and records of Buyer and its contractors maintained in connection With Buyer's Corrective Action for the purpose of verifying the invoices rendered. With respect to APN's 021-136-07 and 08 and APN's 023-135-04, 05 and 10, and notwithstanding anything to the contrary in this Agreement, all Remediation costs that Sellers have incurred on these APN's, up to a total aggregate amount of $300,000, shall be counted toward the dollar amounts Sellers are obligated to reimburse to Buyer under (c) (i) hereinabove. (iii) Procedures If Costs Exceed $30 Million. When and if the costs o Buyer's Corrective Action equal or exceed $30 million, Sellers may, at their option on sixty (60) days written notice, assume responsibility for all or Part of Buyer's Corrective Action not completed in which case the portion for which Seller has elected to assume responsibility shall be deemed to be Sellers ' Corrective Action for all purposes hereunder including, without limitation, the right of Buyer to require Sellers to expedite Sellers ' work. (d) Procedures for Cooperation. (i) Coo ration as to Sellers' Corrective Action. Buyer shall kept currently advised by Sellers of and may participate in the planning, implementation and oversight of all of Sellers' Corrective Action. Buyer, at its cost, may also inspect all stages of Sellers' Corrective Action provided that such inspection shall not unreasonably • interfere with or delay such work. Sellers shall advise Buyer of and Buyer shall be permitted to attend all sz��zasi -57- meetings, hearings, etc. , involving government officials and all consultants and contractors performing Sellers ' Corrective Action. All of Sellers ' communications with such officials shall be disclosed to Buyer (in advance, where practical) . All of Buyer' s communications with such officials shall be disclosed to Sellers (in advance, where practical) , and Buyer shall take no action with the intent of interfering with, modifying or delaying Sellers ' work. Sellers shall be kept advised by Buyer of all matters affecting Sellers' Corrective Action and Sellers shall be permitted to attend all meetings, hearings,etc. , involving government officials, consultants or contractors initiated by Buyer with respect to such matters. All of Sellers' Corrective Action shall be performed by reputable and experienced contractors. (ii) Coo ration as to Buyer' s Corrective Action. Sellers shall kept currently advised by Buyer of and may participate in the planning, implementation and oversight of all of Buyer's Corrective Action. Sellers, at their cost, may also inspect all stages of Buyer's Corrective Action provided that such inspection shall not interfere with or delay such work. Sellers shall be advised by Buyer of and Buyer shall be permitted to attend all meetings, hearings, etc. , involving government officials and all consultants and contractors performing Buyer's Corrective Action. All of Buyer's communications with such officials shall be disclosed to Sellers (in advance, where practical) . All of Sellers ' communications with such officials shall be disclosed to Buyer (in advance, where practical) , and Sellers shall take no action With the intent of interfering with, modifying or delaying Buyer's work. (iii) Failure of Coo eration. Sellers and Buyer agree to use t e r respective beat efforts to cooperate with the other as set forth in Sections (i) and (ii) above. If either Sellers or Buyer believes that the other has not or is not so cooperating, the party believing such cooperation is not being achieved may give written notice ('Notice of Hon-Cooperation' ) to the other describing with reasonable particularity the reasons for such belief. The party receiving a Notice of Non-Cooperation shall either respond thereto indicating that such party receiving such notice will take specific steps to rectify such alleged incidences of non-cooperation or, within five (5) days of receipt of the Notice of Non-Cooperation, shall respond in writing indicating the reasons, if any, why such party believes that no such described incidents of non- cooperation in fact occurred. If, Within ten (10) days of the date the Notice of Non-Cooperation, the parties have not reached agreement as to whether incidents of non- cooperation occurred and, if so, agreement on the action to be taken to rectify such non-cooperation, then, if the 12112931 -58- alleged non-cooperating party is Buyer, Sellers may (x) assert that any excess costs resulting from such non- cooperation by Buyer are not reimbursable to Buyer pursuant to Section 12.5(c) , or (y) demand that Buyer reimburse Sellers for excess costs incurred by Sellers in the performance of Sellers ' Corrective Action, and any continuing dispute with respect to such assertion or demand shall be resolved by arbitration in the same manner as any dispute regarding disputed amounts reimbursable to Buyer pursuant to Section 12 .5(c) . In no event, however, shall the respective rights of Sellers and Buyer set forth in Section 12 . 10 be affected by any such alleged non- cooperation. 41 12.6 Corrective Action Schedules. (a) Sellers agree to promptly commence and diligently proceed to perform Seller's Corrective Action upon receipt of a Buyer' s Pre-Closing Contamination Notice. A schedule setting forth the timing of Sellers ' Corrective Action which is consistent with the Remediation Plan shall be submitted to Buyer from time to time as reasonably requested by Buyer. Such schedule shall include priorities, milestones and ranges. The schedule shall be a good faith objective only. Buyer is to be kept currently advised by Sellers as to a detailed work program and work shall be coordinated with Buyer's development plans. Sellers shall use all reasonable efforts to minimize disruption or delay of Buyer's development plans in performing Sellers ' Corrective Action. Buyer shall have the right to require Seller to expedite Sellers' Corrective Action from the agreed upon schedule in the Remediation Plan so long as Buyer reimburses Seller monthly for all costs and expenses reasonably incurred in excess of that which Sellers would have reasonably incurred had Sellers completed such work in accordance with the schedule applicable thereto. Any dispute about the timeliness or adequacy of Sellers' Corrective Action or the incremental costs of expediting completion of Sellers ' Corrective Action shall be settled by arbitration in accordance with Section 13.8 of this Agreement. Buyer and its agents and representatives shall have • full access to the books and records of Sellers and its contractors maintained in connection with Sellers' Corrective Action for the purpose of verifying such excess charges. (b) A schedule setting forth the timing of Buyer's Corrective Action shall be submitted to Sellers from time to time as reasonably requested by Sellers. Such schedule shall be consistent with the Remediation Plan and shall include priorities, milestones and volume estimates. The schedule shall be a good faith objective only. 12.7 Post-Completion Responsibilities. (a) Sellers' Post-Completion Res nsibilities. Once Sellers, in accordance with section 12.4, comp eta Sellers ' Mimi -59- 1 �A) Corrective Actions with respect to the Pre-Closing Contamination identified in all Buyer's Pre-Closing Contamination Notices for an Area, Sellers shall have no further liability or responsibility hereunder with respect to such Areal except for any long-term monitoring and maintenance, if any is required, and except for any liability of Sellers ' under Sections 12.9, 12. 10 and 12. 13. (b) Buyer' s Post-Completion Responsibilities. Once Buyer, in accordance with section 12.4. completes Buyer's Corrective Action with respect to Oily Dirt within an Area, Buyer shall have no further liability or responsibility hereunder with respect to Oily Dirt in,. on, under or migrating from such Area, except for any liability of Buyer under Sections 12.10 and 12. 13. (c) Seller AssigMent, of Rights. After completion of Sellers ' Correct ve Action, Se ers shall be deemed to have assigned to Buyer all assignable rights of Sellers against contractors or other third parties- under contracts (including warranties) relating thereto or otherwise. 12.8 Access to Designated Pro rties. Sellers and its representatives and contractors shall ave reasonable access to all parts of the Designated Properties, and may conduct from time to time at its cost such due diligence, inspections, testing and operations as it deems necessary to fulfill its obligations hereunder; provided, however, that Sellers shall conduct such due diligence, inspections, testing and operations in a manner which will not unreasonably interfere with Buyer's use and development of the affected property. Sellers and Buyer shall agree upon and execute prior to the Closing Date a license agreement in connection with such access, such license agreement to be substantially in the form entered into by Buyer for the conduct of its due diligence. 12.9 Ground Water. The parties acknowledge that Sellers are retain g aTTwater rights underlying the following properties: Huntington Beach (except Shell Strip) , Nest Coyote Hills, Hilltop, Long Beach, Bakersfield Airport Industrial Park, Beach Boulevard, Gough, Placerita, Hilltop Office Park I, Hilltop Office Park II, Seacliff Office Park, Beachtown and Hilltop Industrial Park I, II, and III (the "Retained Groundwater") . Sellers shall remain liable for any and all contamination of the Retained Groundwater (i) arising from any Hazardous Substance or Oily Dirt which was present at Closing in such Retained Groundwater, whether underlying -such properties or having migrated from such properties, (ii) arising from Oily Dirt lying immediately above the Retained Groundwater that is impacted by the rise and fall of the water table, whether or not such Hazardous Substances or Oily Dirt had penetrated to or contaminated the Retained Groundwater at the time of Closing, and (iii) by Oily Dirt left on-site by Buyer as part of and in accordance with Buyer's Corrective Action Plan. . Sellers shall IV12831 -f 0- have no responsibility or liability with respect to contamination of Retained Groundwater which is caused by the introduction by Buyer of new substances subsequent to the Closing that were not present in the soil or Retained Groundwater at the Designated Properties on the Closing Date. Buyer shall not investigate the quality of the Retained Groundwater without the prior written consent of Sellers. If Buyer is required by a governmental entity or agency exercising jurisdiction over the Retained Groundwater or over real property overlying the Retained Groundwater to do an investigation of the quality of the Retained Groundwater, Buyer shall, prior to performing such investigation, (x) notify the agency that Buyer does not own the Retained Groundwater and refer the agency to Sellers and (y) notify Sellers. Thereafter, Buyer shall not perform such investigation unless Sellers fail to comply with such agency requirements and Buyer is threatened with civil and/or criminal action if Buyer fails to comply. Buyer shall use its best efforts not to disturb the Retained Groundwater, unless such disturbance is required in connection with Buyer's development and use of the Designated Properties. Buyer shall not take actions which are intended to disturb the Retained Groundwater without first notifying Sellers of such requirement, describing with particularity the proposed disturbance and meeting with Sellers to discuss whether there are alternative courses of action available that would not disturb the Retained Groundwater. If there are alternative courses of action available to Buyer that are reasonably consistent with Buyer's intended development and use of the Designated Properties which would not disturb the Retained Groundwater, and the cost thereof will not exceed the cost of the originally proposed activity, Buyer shall use its best efforts to use such alternatives. In addition, with respect to such Retained Groundwater, the following shall apply: (a) Sellers Access to Perform. Sellers shall have the same rights o access to such properties as Seller is entitled to have pursuant to Section 12.8 with respect to the Designated Properties in order to carry out any activities arising from its continued ownership of the Retained Groundwater. (b) Sellers' Obligations of Support. In carrying out any activities ar sing from its continued ownership of the Retained Groundwater, Seller shall take all precautions necessary to insure the continued lateral and subjacent support of such properties and any improvements thereon. 12 . 10 Environmental Indemnities. (a) Sellers' Indemnities. Sellers shall be responsible for and shall n emn y and-de-'fend Buyer, its Affiliates, their officers, directors, employees, representatives , agents, consultants and contractors against, and hold them harmless from, all Environmental Liabilities (other than attorneys' fees and costs if the defense is assumed by Sellers) (i) arising or 12JO(a) resulting from Pre-Closing Contamination in an Area if such Environmental Liabilities arise or result from events occurring prior to completion of Sellers' Corrective Actions for such Area, (ii) arising or resulting from the activities of Sellers in the course of carrying out their Remediation obligations under this Article 12, (111) arising or resulting from Seller's failure to properly perform Sellers ' Corrective Action in accordance with the Remediation Plan, (iv) arising or resulting from the liability retained by Sellers in Section 12.9 or (v) arising from and based on Buyer' s being classified as a "handler" or •disposer" of Hazardous Substances in connection with its rough grading of No Action Level soils in Buyer's reasonable efforts to comply with the Approved Sellers ' Corrective Action Plan as contemplated in Section 12.5. Notwithstanding anything to the contrary contained in this Agreement, the indemnities in (i) and (ii) herein shall expire as to each Area and Sellers shall have no further obligations thereunder on the earlier of (x) Sellers ' completion in accordance with Section 12.4 of all Sellers' Corrective Actions for such Area or (y) five (5) years from the Closing Date for all Areas in the Designated Properties, except for those in Atlanta, Goldenwest Center and Palm and Goldenwest, which shall be seven (7) years from the Closing Date, so long as Sellers are not then carrying out a Sellers' Corrective Action in such Area or involved in a dispute with Buyer regarding a Pre-Closing Contamination Notice from Buyer to Seller with respect to such Area. Notwithstanding anything to the contrary contained in this Agreement, the indemnity in (iv) shall expire and Sellers shall have no further obligations thereunder twenty (20) years from the Closing Date. (b) Buyer' s Indemnities. Subject to reimbursement pursuant to Section (c) , Buyer shall be responsible for and shall indemnify and defend Sellers, their Affiliates, officers, directors, employees, representatives , agents, consultants and contractors against, and hold them harmless from, all Environmental Liabilities (i) arising or resulting from the activities of Buyer after Closing or (ii) arising or resulting from the failure of Buyer to complete Buyer's Corrective Action in accordance with the terms hereof. Buyer, in order to provide financial security to Sellers for Buyer's environmental indemnity obligations hereunder, shall provide to Sellers, on the Closing Date, an environmental insurance policy which, at a • minimum, meets the following conditions ( "Bnvironmental Insurance Policy•) : (A) names Sellers as additional insureds; (B) is issued by a company acceptable to Sellers; (C) provides coverage for not less than the following: 12112831 -62- 11 T a boo)(G) 1. additional or future cleanup required post Remediation; 2. cleanup of undiscovered contamination, and 3. bodily injury and property damage caused by residual contamination; (D) has indemnity limits of not less than $10MM per occurrence and $20MM in the aggregate; (E) is for an initial term of not less than 5 years, with the ability to renew up to 10 years . Sellers agree that Buyer will not be obligated to pay more than $250,000 for such Environmental Insurance Policy. If Buyer, after reasonable efforts, is unable to obtain an Environmental Insurance Policy satisfying the above requirements for not more than $250,000, then Sellers and Buyers will attempt in good faith to reach agreement on modified coverages which can be obtained as part of an Environmental Insurance Policy for not more than $2500000 or, at Sellers' option, and at their sole discretion, Sellers may elect to bear any cost in excess of $250,000 in order to obtain an Environmental Insurance Policy which complies with the above requirements. (c) General Terms A1212licable to Indemnification. Indemnificat on pursuant to this Section 12.10 a a be in accordance with the terms (including the deductible) and procedures of the general indemnification set forth in Article 11; provided, however, there shall be no time limit as to the assertion of claims with respect to this Article 12 or under the indemnification set forth herein. (d) Relief of Sellers from Excess Costs in Certain Events. Notwithstanding anything to the contrary 55 this Article 12, ifs (i) following Buyers knowledge -of the need by Seller to perform Remediation of Pre-Closing Contamination of which Sellers are not aware, Buyer does not so notify Sellers as provided for in this Agreement and give Sellers the opportunity to perform the same, or (ii) Buyer fails to conduct its grading and -other development activities in the manner provided for in this Article 12 (including a failure to conduct necessary or appropriate environmental investigations) and reasonably consistent with an Approved Sellers' Corrective Action Plan, a Sellers' Oily Dirt Remediation Plan or a Current Buyer' s Corrective Action Plan, to the extent such failure to notify and allow Sellers to perform Remediation, or such failure to so act (unless Sellers were aware of any such failures and failed to notify Buyer) , increases costs which would otherwise be borne by Sellers' in performing its obligations under this Article 12, Buyer shall bear all such increased costs. 12112831 -6 3- 12.11 Prior Use. Buyer understands and acknowledges that _. (i) portions of t e Real Property were previously used by former owners as oil production fields and/or oil storage tank farms; (ii) Buyer may at its cost be obligated, in connection with its intended use of the Real Property to provide for venting of abandoned oil wells, methane vapor venting of portions of the Real Property and/or placement of vapor barriers/membranes beneath the improvements Buyer intends to construct on the Real Property; (iii) oil and other hydrocarbon products of possible hazardous nature may be present on, in, under or about the Real Property; (iv) the Real Property may contain Hazardous Substances and buried pipe lines, oil production facilities and equipment; and (v) Sellers do not have the requisite information- beyond the reports and information furnished to Buyer to determine the exact nature or condition of the Real Property nor the effect any such use has had on the physical condition of the Property. 12.12 Sales. Buyer agrees that it will not sell any Area within the Dee�gnated Properties other than Areas within Atlanta, Goldenwest Center and Palm and Goldenwest until Sellers ' Corrective Action and Buyer's Corrective Action have been completed for such Area. in connection with a sale by Buyer of Atlanta, Goldenwest Center or Palm and Goldenwest, or any Area therein prior to the completion of Buyer's Corrective Action and Sellers' Corrective Action with respect to the Area sold, Buyer agrees that it shall cause the purchaser to assume all of Buyer's obligations under Article 12 with respect to the Area purchased. If Buyer breaches this Section 12.12, Sellers shall be released from any obligations under this Article 12 with respect to that Area of the Designated Property to which Buyer's breach relates. 12 . 13 Limitation of Claims. (a) Limitation of Claims Generally. It is the parties' intent that the foregolng provisions set forth Buyer's and Sellers ' exclusive obligations to and remedies against each other with respect to liabilities associated with the environmental condition of the Designated Properties, and Buyer and Sellers specifically waive all other rights against each other related to such environmental conditions of such Designated Properties, including, without limitation, rights otherwise provided by Law or under any common law theory. (b) Exception to Limitation of Claims. Notwithstanding the generaY71151tationo clarmis set fort in Section 12. 13(a) , if any action is brought by a Third Party Claimant against either Sellers or Buyer with respect to the Designated Properties or any portion thereof, and under any Law or common law theory, either Sellers would have the right to seek equitable indemnity or contribution from Buyer, or Buyer would have the right to seek equitable indemnity or contribution from Sellers, then Sellers or Buyer, as the case may be, may seek 12112831 -64- such equitable indemnity or contribution. However, Sellers shall have no right to seek such indemnity or contribution as to any matter for which Sellers still have a binding obligation to indemnify Buyer pursuant to this Article 12, and Buyer shall have no right to seek such indemnity or contribution as to any matter for which Buyer still has a binding obligation to indemnify Sellers pursuant to this Article 12. As used in this Section, "Third Party Claimant' means any person and any government or governmental agency. 12 . 14 Seller Bu -Back of Areas. (a) Right to Buy Back. Notwithstanding anything to the contrary contained n- tBT -Article 12 or elsewhere in this Agreement, if Sellers determine that as to any Area of the Designated Properties, the cost of Sellers ' Corrective Action is too high in relation to the price Sellers received from Buyer for such Area, Sellers shall have the right, in their sole discretion, to decide not to proceed with any Corrective Action and to buy back such Area from Buyer. (b) Buy-Back Price. The price to be paid by Sellers for such Area shall e the sum of the followings (1) the price allocated to the Area by Buyer, which allocated price shall be established as part of the Remediation Plan and shall be done in a manner consistent with the allocations in Schedule 10; (2) the reasonable, actual, out of pocket costs attributable to such Area and expended by Buyer from the Closing Date to the date of payment by Sellers to Buyer; (3) twenty-five percent (25%) per annum multiplied by the sum of the amounts in (1) and (2), for the period from the Closing Date to the date of payment by Sellers to Buyer; and (c) Additional Sum for Buy-Back. Buyer and Sellers acknowledge -that, in certain instances, the buy back of an Area may have a material impact on the economic value of developing the remaining Designated Property. If such material impact should occur, Buyer and Sellers shall use their best efforts to value such impact, based on the facts and circumstances at that time, and Sellers, in addition to the amount paid to Buyer pursuant to 12. 14(b) above, shall also compensate Buyer for the value of such impact. By way of example, factors which might materially impact the economic value could be the loss of an affordable housing site, loss of a required open space parcel, or the need to reallocate backbone infrastructure costs. (d) Indemnity. In the event that Sellers buy back an Area as contemplated n this Section 12.14, Sellers shall indemnify and defend Buyer from any and all Environmental Liabilities to 12112831 -6 5- i which Buyer may be exposed with respect to such Area, but only to the extent (x) such exposure is based on the fact that Buyer was in the recorded chain of title for such Area, or portion thereof, or (y) based on Buyer' s being classified as a "handler" or "disposer" of Hazardous Substances in connection with its rough grading of No Action Level soils in Buyer's reasonable efforts to comply with the Approved Sellers ' Corrective Action Plan as contemplated in Section 12.5, and not based on any activities in which Buyer engaged on such Area during its record ownership, other than those identified in (y) -in this Section 12 . 14(d) . • ARTICLE 13 MISCELLANEOUS 13. 1 Costs and Ex enses. Sellers and Buyer shall each bear. all costs an expenses incurred by each of them in connection with this transaction except as otherwise provided herein. Sellers shall pay the County documentary transfer tax in respect of the Grant Deeds and the City conveyance tax in respect of the Grant Deeds. Buyer shall pay the premium for the Policy described in Section 10.7 hereof, the escrow fee charged by the Title Company, and the recording fee for the Grant Deeds. 13.2 Taxes. (a) Sellers shall pay all property taxes and assessments for all periods prior to the Closing Date and shall be entitled to all refunds and rebates with regard to such periods. Buyer shall pay all such taxes and assessments for all periods on and after the Closing Date and shall be entitled to all refunds and rebates with regard to such periods. (b) At the Closing, Buyer shall reimburse Sellers for all state and local sales or use taxes applicable to any tangible personal property sold to Buyer incidental to the sale of the Property, based upon the value or apportioned sales price of such tangible personal property agreed upon by Sellers and Buyer. Sellers shall remit such taxes to the appropriate taxing authority in accordance with applicable law. Buyer shall hold harmless and shall indemnify Sellers for any sales or use taxes assessed against Sellers after the Closing by any taxing authority in respect of this sale, including the amounts of any penalties, interest and .attorneys' fee. Any legal expenses incurred by Sellers to reduce or avoid any of the aforementioned taxes attributable to Buyer, shall be paid or reimbursed by Buyer. 13.3 Books and Records. Notwithstanding any other provi- sion herein contained, Buyer shall retain all books, records and other documents in existence on the Closing Date pertaining to the Property for a period of five (5) years and make the same 12112831 -66- CITY OF HUNTINGTON BEACH LA J0 L 0- 19 INTER-DEPARTMENT COMMUNICATION HUNTIN&TON UACK TO: Melanie Fallon, Director of Community Development FROM: Gail Hutton, City Attorney DATE: October 27, 1995 SUBJECT: Holly-Seacliff Development Agreement RLS 95-611 Background The Holly-Seacliff Development Agreement was approved by the City on November 5, 1990, by Ordinance No. 3080. The effective date of the Agreement was December 5, 1990. Issue 1 16 Does the City have to approve the sale of a portion of the Holly-Seacliff Project from the partnership to Urban West? Answer No. Analysis Under the terms of the Development Agreement, the "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." (H.S.D.A., § 4.3, page 46.) The general rule, therefore, is that the city's consent must be obtained prior to a sale, transfer or assignment. The exception is when the sale, transfer or assignment is to "an affiliate" of the Developer. An affiliate is generally defined as a subordinate, subsidiary, associate or member. In the present case, Urban West is the assignee; as a member of the partnership that is the Developer's legal entity, we believe Urban West qualifies as an "affiliate" of the developer. Thus, the City's rr ' � r Melanie Fallon October 27, 1995 Page 2 approval is not required prior to a transfer, assignment or sale of the property to Urban West. .Issue 2 How will the future improvements/fees be divided up among future multiple owners? Answer No division by the City is necessary. Analysis The Development Agreement is between two parties: the City and the Developer. When calculating fees or improvements required by the Agreement, the City only has to calculate what the Developer's obligation or benefit is; how that obligation or benefit is divided up among the various affiliates, assignees, or transferees of the Developer is not a calculation the City is required to make. For example, if the City determines that the Developer's fee for a particular item is $100, the Developer as a whole must pay $100. If Urban West has a dispute about its share of the $100, that dispute is with the other members of the Developer's legal entity, not with the City. If you have any further questions, please contact me as soon as possible. A� Gail Hutton City Attorney 't CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK September 17, 1996 Gary L. Granville, County Clerk-Recorder P. O. Box 238 Santa Ana, CA 92702 Enclosed please find the enclosed dol-to be re-recorded and returned to the City Of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please conform the enclosed copy of the agreement and return to this office in the enclosed self-addressed stamped envelope. &Xxz� 4 e44r Connie Brockway, CMC City Clerk Enclosures 9:1fo1101Avpldeed1ir 91follmiltp dcedltrPLCNickers 1 Tele phone:714.536.52 27) PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: -- -- — - - -- - Recoraea in the county of orange, caltfornia Gary L. Granville, Clerk/Recorder No Fee N WHgqFCORDED 16 �-MMAIL 19960485590 ;45am 09/24/96 6� n C34 38005 7A0 111 .00 0.00 0.00 0.00 0.00 loco mop► h e4, &kvn `11yy IT�HISS SPACE FOR RECORDER'S USE ONLY TITLE OF DOCUMENT: Ni i"S a4oCJ6GI � - 5 Gfr-� THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording tee applies) 40 059•TITLE PAGE(A71:95) Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder Recording requested by, and IIIII III III II��I I I Ill�i II I di I I�,d lil.Ili No Fee when recorded, mail to: I Lill 19960427264 4: 11pm 08/20/96 005 11002012 11 V City of Huntington Beach C34 12 7.00 33.00 0.00 0.00 0.00 0.00 2000 Main Street Huntington Beach, CA 92648 - Attn: City Clerk c Thi;, doc e t Tax.Exempt-Govern men t Agency (official ., . _.r.•r _ r '' TCityh9 CITY OF HUNTINGTON BEACH ro Of Hu:t'::. La COri I4 Plated ?::: , 6: I :ant tem�- r Code 0 :Sec. 6103 and 311ould be recorded $ m #free of charge. City cW t CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS �4 BY AND BETWEEN THE CITY OF HUNTINGTON BEACH c PACIFIC COAST HOMES, GARFIELD PARTNERS f PLC ANT MS VICKERS II, L.L.C. ro to 3 ro x ra o x WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (Agreement) by -P i aand between the City of Huntington Beach, a municipal corporation ("City"), and Pacific Coast uW U Homes, a California corporation, and Garfield Partners, a California corporation (collectively, l t � "Developer"), was recorded in the Official Records of Orange County, California as Document �4 o -H No. 90-599766; and Ln • 1 Developer desires to sell portions of the property covered by the Agreement, as described in the legal description and sketch attached hereto as Exhibits"A" through "D" (the"Property"), with a portion thereof being sold to PLC, a California general partnership, and a portion to MS Vickers II, L.L.C., a Delaware limited liability company (collectively, "Buyers"), and to assign z Developer's rights, duties and obligations under the Agreement to Buyers'; and M -P A The Agreement provides in part at Paragraph 4.2 that: 44 x Prior to making the dedications and improvements required herein, Developer may o y e, 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 •� ro b if such assignment is made to an affiliate of Developer. Any purchaser, assignee or 0 o transferee shall have all of the rights, duties and obligations arising under this a4 Agreement insofar as such rights, duties and obligations are applicable to the b Property or portion thereof purchased, assigned or transferred; and ,v .4 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 Buyers, and Buyers +� 1 (/ 41s:G:{4)96Agrec:Consent2 A O m 1 wish 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 Buyers to hereby agree and acknowledge as follows: 1. CONSENT TO SALE OF PROPERTY The City hereby consents to the sale of the Property to Buyers. 2. CON jENT TO ASSIGNMENT The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyers. 3. ACKNOWLEDGMENT OF RIGHTS, DUTIES AND OBLIGATIONS The Buyers hereby acknowledge that by accepting this assignment, they accept 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. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyers as provided above, Developer shall have REST OF PAGE NOT USED 2 4s:G:(4)96Agree:Consent2 l 2 y 'r no further obligations arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer. DEVELOPER: CITY: PACIFIC COAST HOMES, a California CITY OF HUNTINGTON BEACH corporation a municipal corporation of the State of California by. L, Its: V L G g r OF,I rr '_Mayor b . its: v� - o�^� ATTEST: = BUYERS- PLC, a California General Partnership City Clerk (comprised of PLC Holdings, a California f general partnership; and T/L Huntington APPROVED AS TO FORM: Beach L.L.C., a Delaware limited liability company) ��b( by- PLC Holdings, a California general City Attorney J- - partnership (general partner of PLC) INITIATED AND APPROVED- by: Paclaco, Inc., a California corporation (general partner of PLC Holdings) is-C�-- Director of Community'Development Name: Z�yad Abd�(Jawod REVIE OVED: Title: Pres,de.ni City Administr or 1`ame: (signatures continued on next page) R�IOY $• �c1N c�V�� 3 41s:G:(4)96Agree:Consen12 '1 / by: TIL Huntington Beach, L.L.C. a Delaware limited liability company (general partner of PLC) by: Lennar Huntington Beach, Inc. a California cor gration (managing me b(er f T/L Huntington Beach L.L.C.) by: I�Tamei: r\ m fa Title: by: Name: Name: Theresa L. Pointon Title: Assistant Secretary MS VICKERS II, L.L.C., a Delaware limited li bility company by: ' Frame. Title: by: by- Name: �+. W l i+Yutrv� Title: i • U Name: Cl���Fr►�a�c.�al iel' 4 4xs:G:(4)96Agrzc:Conssnt2 r r Recorded in the County of orange, California II!!l!Gr+ary!! L.JJ!!Granville, Clerk/Recorder Recording requested by, andNj when recorded, mail to: ' CIOee 19960427264 4 ipm 08/20/96 005 11002012 11 21 City of Huntington Beach C34 12 7.00 33.00 0.00 0.00 0.00 0.00 2000 Main Street Huntington Beach, CA 92648 Attn: City Clerk o Thiw Tax-Fxem pt.Government Agency t a CITY OF HUNTINGTON BEACH City b roP Hurt=:. :.c.:: ontem, 4 P14ted 11::'. � :3i'i Code 0 :See. 6103 and should be r g 0 Y ......._....�. .. L�...� Tree of ctiarre. @corded 1l� City Clerllc f/ G CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND r rn THE ASSU:YIPTION OF RIGHTS DUTIES AND OBLIGATIONS n � BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, I 0 PACIFIC COAST HOMES. GARFIELD PARTNERS. PLC AND MS VICKERS II. L.L.C. �s ro ae x WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (Agreement) by 4j • M 0 and between the City of Huntington Beach, a municipal corporation ("City"), and Pacific Coast w m U Homes, a California corporation, and Garfield Partners, a California corporation (collectively, "Developer"), was recorded in the Official Records of Orange County, California as Document $-4 o H No. 90-599766; and U U En "4 Developer desires to sell portions of the property covered by the Agreement, as described in the legal description and sketch attached hereto as Exhibits "A" through"D" (the "Property"), with a portion thereof being sold to PLC, a California general partnership, and a portion to MS Vickers II, L.L.C., a Delaware limited liability company (collectively, "Buyers"), and to assign b `� Developer's rights, duties and obligations under the Agreement to Buyers'; and In W 4j A The Agreement provides in part at Paragraph 4.2 that: Prior to making the dedications and improvements required herein, Developer may ar 0 sell, assign or transfer the Property in whole or in part with the consent of the City, c > such consent not to be unreasonably withheld. City's consent will not be required -H m sJ if such assignment is made to an affiliate of Developer. Any purchaser, assignee or o -P transferee shall have all of the rights, duties and obligations arising under this 00 Agreement insofar as such rights, duties and obligations are applicable to the 1 ra Property or portion thereof purchased, assigned or transferred; and m •-I 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 Buyers, and Buyers ON L 1 4's:G:(4)96Agrcc:Conscn12 V O wish 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 Buyers to hereby agree and acknowledge as follows: 1. CONSENT TO SALE OF PROPERTY The City hereby consents to the sale of the Property to Buyers. 2. CQNSENT TO ASSIGNME1'T The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyers. 3. ACKNOWLEDGMENT OF RIGHTS DUTIES AND OBLIGATIONS The Buyers hereby acknowledge that by accepting this assignment, they accept 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. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyers as provided above, Developer shall have REST OF PAGE NOT USED 2 41s:G:(4)96Agree:ConsenI2 2 no further obligations arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer. DEVELOPER: CITY: PACIFIC COAST HOMES, a California CITY OF HUNTINGTON BEACH corporation a municipal corporation of the Stare of California y its: `1 P Mayor b its: ;.�l► M- 1 � ATTEST: BUYERS: r PLC, a California General Partnership City Clerk (Comprised of PLC Holdings, a California general partnership; and T/L Huntington APPROVED AS TO FORM: Beach L.L.C., a Delaware limited liability company) 5L.L'_Z' by: PLC Holdings, a California general City Attorney t. s/:/}c partnership (general partner of PLC) INITIATED AN`"D APPROVED: by: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Director of Community evelopment by: ��� Name: Z,yaa Abd4.3IJc�L, of REWE OVED: Title: Pres,dent City Administr or Name: �Lt: �� (signatures continued on next page) 3 41s:G:(4)46AgrmConsenQ y by- T/L Huntington Beach, L.L.C. a Delaware limited liability company (general partner of PLC) by: Lennar Huntington Beach, Inc. a California cor gyration (managing me b'er f T/L Huntington Beach L.L.C.) by: Name: n M Title: by: Name: Name: Theresa L. Pointon Title: Assistant Secretary MS VICKERS II, L.L.C., a Delaware limited li,�bility company /W by: Name: Title: by: Name: U Aye-,! 1`ame: Title: ; • L1 �c4tA ( tom' 4 4's:G.(4)96Agree:Conscnt2 HOLLY--SEACLI FF DEVELOPMENT AGREEMENT EXHIBIT "A" LMCEL 1 : (AP NOS. 23-010-10, 12 8 13) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND MANSION AVENUE AS SHOWN ON A MAP FILED IN BOOK 9S, PAGE 20 OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY; THENCE ALONG THE CENTERLINE OF MANSION AVENUE, SOUTH 89040'01" EAST 1 , 350. 15 FEET TO A POINT ON THE CENTERLINE OF MAIN STREET; THENCE ALONG THE CENTERLINE OF MAIN STREET, NORTH 00*1914311 EAST 545.92 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG THE CENTERLINE QF MAIN STREET, NORTH 19015'35" EAST 829.22 FEET TO A POINT ON - THE CENTERLINE OF CLAY AVENUE; THENCE ALONG THE CENTERLINE OF CLAY AVENUE, NORTH 89041 '24" WEST 1136.80 FEET TO A POINT WHICH IS AT OR NEAR A CENTERLINE POINT OF INTERSECTION OF CIRCLE DRIVE; THENCE ALONG A TRAVERSE LINE THROUGH FOUND MONUMENTATION AT OR NEAR CENTERLINE POINTS OF INTERSECTION OF CIRCLE DRIVE, NORTH 48013' 25" WEST 141 .03 FEET, NORTH 58*13 - 2511 WEST 168. 45 FEET, AND NORTH 88013' 25" WEST 225.92 FEET TO A POINT ON THE CENTERLINE OF GOLDENWEST STREET; THENCE ALONG THE CENTERLINE OF GOLDENWEST STREET, SOUTH 00018157" WEST 187 . 10 TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG THE CENTERLINE OF GOLDENWEST STREET, SOUTH 00017 ' 56" WEST 1320. 74 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG THE CENTERLINE OF GOLDENWEST STREET, SOUTH 41038' 50" WEST 11 .86 FEET TO THE POINT OF BEGINNING. PARCEL 2: (AP NOS. 111-130-016 THROUGH 023) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27. AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 25, BLOCK 'D' AS SHOWN ON SAID MAP; THENCE EASTERLY ALONG THE NORTH LINE OF LOT 25 AND ITS EASTERLY PROJECTION 330 . 00 FEET, MORE OR LESS, TO THE CENTERLINE OF STEWART STREET (SHOWN AS SMELTZER AVENUE ON SAID MAP) BEING 60.00 FEET WIDE; THENCE SOUTHERLY ALONG SAID CENTERLINE OF STEWART STREET 1 VWDEN & HOLLY—SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" C1YIL ENGINEERS—PLANNtItS--LAND SURVEYORS IIQI2 COWAN,SUM 2100IRVINE.CA927I4 WO.No. 0859-1.62-1 Date 8/17190 71416e"110 s:AX.6"98 ll„ ,. DLW _ CAk. sh••t, 01 5— fNCB": (CONTINUED) 900.00 FEET, MORE OR LESS TO THE CENTERLINE OF CLAY AVENUE (SHOWN AS CLAY STREET ON SAID MAP) BEING 60.00 FEET WIDE; THENCE ALONG THE CENTERLINE OF CLAY AVENUE, AS SHOWN ON A MAP FILED IN BOOK 95, PAGE 20 -OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, NORTH 89°41 ' 24" WEST 185. 28 FFET TO A POINT WHICH IS AT OR NEAR A CENTERLINE POINT OF INTERSECTION OF CIRCLE DRIVE; THENCE ALONG A TRAVERSE LINE THROUGH FOUND MONUMENTATION AT OR NEAR CENTERLINE POINTS OF INTERSECTION OF CIRCLE DRIVE, NORTH 48°13' 25" WEST 141 .03 FEET, NORTH 58013' 25" WEST 168. 45 FEET, AND NORTH 88°13' 25" WEST 225.92 FEET TO A POINT ON THE CENTERLINE OF GOLDENWEST STREET, BEING 60 .00 FEET WIDE; THENCE ALONG THE CENTERLINE OF GOLDENWEST STREET, NORTH 00018' 57" EAST 710 .80 FEET, MORE OR LESS, ' TO THE WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 15, BLOCK 'D' OF SAID GARFIELD STREET ADDITION; THENCE EASTERLY ALONG SAID WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 15 AND THE NORTH LINE OF LOT 15, 330.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL (AP NOS. 111-140-28 THROUGH 33) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 17, BLOCK 'C' OF SAID GARFIELD STREET ADDITION, THENCE WEST 330.00 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF SAID LOT 17 AND ITS WESTERLY PROLONGATION TO THE CENTERLINE OF STEWART STREET (SHOWN AS SMELTZER AVENUE ON SAID MAP) BEING 60.00 FEET WIDE; THENCE NORTH 675 .00 FEET, MORE OR LESS, TO THE WESTERLY PROLONGATION OF THE CENTER OF LOT 29, BEING 10 FEET WIDE; THENCE EAST 330. 00 FEET, MORE OR LESS, ALONG THE WESTERLY PROLONGATION AND THE CENTER OF LOT 29, TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF LOT 13; THENCE SOUTH 675.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 4: (AP NOS. 111-14 0-3 4 THROUGH :3 5) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH. A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDED OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: 2 JWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CML ENGINEERS-PLANNERS-LAND SURVEVORS 18012 COWAN,SURE 210• IRVINE,CA 92714 wo.No. - Dole R/17 f 4 n 7I4r6600110 FAX M6441: _Entf. d chk. _ S1s•�f= of 1 S PARCEL: (COH&INUED) BEGINNING AT THE NORTHWEST CORNER OF LOT 21 , BLOCK 'C' OF SAID GARFIELD STREET ADDITION; THENCE EAST 330.00 FEET, MORE OR LESS, ALONG THE. NORTH LINE OF SAID LOT 21 AND ITS EASTERLY -PROLONGATION TO THE CENTERLINE OF CRYSTAL STREET (SHOWN AS CRYSTAL AVENUE ON SAID MAP) 60 .00 FEET WIDE; THENCE SOUTH 1150.00 FEET, MORE OR LESS, ALONG THE CENTERLINE OF CRYSTAL STREET TO ITS INTERSECTION WITH THE CENTERLINE OF CLAY AVENUE (SHOWN AS CLAY STREET ON SAID MAP) 60.00 FEET WIDE; THENCE WEST, 330.00 FEET, MORE OR LESS, ALONG THE CENTERLINE OF SAID CLAY AVENUE TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF SAID LOT 21 ; THENCE NORTH, 175.00 FEET, MORE OR LESS, ALONG THE SOUTHERLY PROLONGATION AND THE WEST LINE OF SAID LOT 21 TO THE POINT OF BEGINNING. PARCEL: (AP NOS. 111-150-18, 22, 23, 26-29, 31-33, 44 d 47) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 23, BLOCK '8' OF SAID GARFIELD STREET ADDITION; THENCE NORTH 710 WEST 149.27 FEET ALONG THE SOUTHWESTERLY LINE OF SAID LOT 23 TO THE MOST WESTERLY CORNER OF SAID LOT 23; THENCE NORTH 190 EAST 100.00 FEET ALONG THE NORTHWEST LINE OF LOT 23 TO THE SOUTHEAST CORNER OF LOT 20; THENCE WEST 149.96 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF LOT 20 AND ITS WESTERLY PROLONGATION TO THE CENTERLINE OF CRYSTAL STREET (SHOWN AS CRYSTAL AVENUE ON SAID MAP) BEING 60.00 FEET WIDE; THENCE NORTH 94.55 FEET TO THE WESTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTHERLY 94. 55 FEET OF LOT 20; THENCE EAST 182.52 FEET, MORE OR LESS, TO THE EAST LINE OF LOT 20; THENCE NORTH 19°EAST 300.00 FEET, MORE OR LESS, ALONG THE NORTHWEST LINE OF LOTS 25, 26 AND 27 TO THE SOUTHEAST CORAER OF LOT 17; THENCE WEST 280.50 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF LOT 20 AND ITS WESTERLY PROLONGATION TO THE CENTERLINE OF SAID CRYSTAL STREET; THENCE NORTH 123.60 FEET ALONG THE CENTERLINE OF CRYSTAL STREET TO THE' WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 17; THENCE EAST 322.76 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 17 AND ITS WESTERLY PROLONGATIONS TO THE SOUTHWEST CORNER OF LOT 30; THENCE NORTH 2O0.00 FEET, MORE OR LESS, ALONG THE WEST LINE OF LOTS 30 AND 31 TO THE NORTHWEST CORNER OF LOT 31 ; THENCE EAST 330.00 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 31 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF HOLLY STREET (SHOWN AS HOLLY AVENUE ON SAID MAP) BEING 60 .00 FEET WIDE; THENCE SOUTH ALONG THE CENTERLINE OF HOLLY STREET TO ITS 3 ALDEN & HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" COAL ENGINEERS-►IANNEM-LAND SURVEYOR: 0 8 5 9-1 2- 8/17 J 9 0 18012 COWAN,SUM 210 s IRVINE.CA 92714 w0.No. Date 7141ft"I16 FAX_"0411t Ent,. __!L_w CAR. r.� she*f J_01 PARCEL 3: (CONT&NUED) INTERSECTION WITH THE CENTERLINE OF MAIN STREET (SHOWN AS TWENTY— THIRD STREET ON SAID FLAP) BEING 120.00 FEET WIDE, SAID POINT BEING ON A CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 1360.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CENTERLINE OF MAIN STREET TO A POINT OF TANGENCY, SAID POINT BEING NORTH 190 EAST, 290.45 FEET, MORE OR LESS, FROM THE CENTERLINE INTERSECTION OF MAIN STREET AND CLAY AVENUE AS SHOWN ON SAID MAP; THENCE SOUTH 190 WEST 217 .98 FEET, MORE OR LESS TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTH LINE OF LOT 23; THENCE NORTH 710 WEST 60.00 FEET, MORE OR LESS, ALONG SAID SOUTHEASTERLY PROLONGATION TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: LOT 28, BLOCK 'B' ND THE NORTHWEST QUARTER OF THE EAST HALF OF LOT 30, BLOCK 'B' . ARE (AP NO. 111-150-47 ) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 70 PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 11 , BLOCK 'B' OF SAID GARFIELD STREET ADDITION; THENCE NORTH 177.00 FEET, MORE OR LESS, ALONG THE WEST LINE OF SAID LOT 11 AND ITS NORTHERLY PROLONGATION TO THE NORTH LINE OF SAID SECTION 2; THENCE EAST ALONG THE NORTH LINE OF SAID SECTION 2, 175.00 FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF THE WEST HALF OF LOT 8; THENCE SOUTH 182.00 FEET MORE OR LESS, ALONG THE EAST LINE OF THE WEST HALF OF LOT 8 AND ITS NORTHERLY AND SOUTHERLY PROLONGATIONS TO THE t CENTER OF LOT 39, 10.00 FEET WIDE; THENCE WEST M AO FEET, MORE OR LESS, ON A LINE 5.00 FEET SOUTHERLY AND PARALLEL WITH THE SOUTH _ LINE OF LOTS 8 THROUGH 11 , TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF LOT 11 ; THENCE NORTH 5 .00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. URCEL 77: (AP NOS. 159-281-01 , 02 8 05) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: 4 ALDEN & HOLLY—SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CML MINFERS—PLANNERS—LAND SURVEYORS 18012COWAN.SUITE 210• IRVINE.CA 92714 WO.No. 0859-162-1 DNe R/17/90 714'660-0110 FA74"&NIt Eno?. Lj-W CMt. SA••tJL Of LS PARCEL 7: (COHTINUED) BEGINNING AT THE NORTHWEST. CORNER OF LOT 61 BLOCK 'A' OF SAID GARFIELD STREET ADDITION; THENCE NORTH 32.00 FEE, MORE OR LESS, ALONG THE NORTHERLY PROLONGATION OF THE WEST LINE OF -LOT 6 TO THE NORTH LINE OF SAID SECTION 2; THENCE EAST 497.15 FEET, MORE OR LESS, ALONG THE NORTH LINE OF SECTION 2 TO ITS INTERSECTION WITH THE CENTERLINE OF MAIN STREET (SHOWN AS TWENTY-THIRD STREET ON SAID MAP) ; THENCE SOUTH 45° WEST 743.80 FEET, MORE OR LESS, ALONG THE CENTERLINE OF MAIN STREET AND ITS SOUTHWESTERLY PROLONGATION TO ITS INTERSECTION WITH THE CENTERLINE OF HOLLY STREET (SHOWN AS HOLLY AVENUE ON SAID MAP) ; THENCE NORTH 395. 15 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HOLLY STREET TO ITS INTERSECTION WITH THE WESTERLY PROLONGATION OF A LINE 5.00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF LOT 33; THENCE EAST 80.00 FEET, MORE OR LESS, ALONG A LINE S.00 SOUTH AND PARALLEL TO THE NORTH LINE OF LOT 33 TO ITS INTERSECTION WITH THE SOUTHERLY PROLONGATION OF THE WEST LINE OF LOT 6; THENCE NORTH 150.00 FEET ALONG SAID SOUTHERLY PROLONGATION AND THE WEST LINE OF LOT 6 TO THE POINT OF BEGINNING. FARCEL, 8: (AP NOS. 111 -150-40) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 38, BLOCK 'B' AS SHOWN ON SAID MAP; THENCE EAST 260.07 FEET, MORE OR LESS, ALONG THE NORTH LINE OF SAID LOT 38 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF HOLLY STREET (SHOWN AS HOLLY AVENUE ON SAID MAP) 60.00 FEET BIDE; THENCE SOUTH 130.00 FEET, MORE OR LESS,' ALONG THE CENTERLINE OF HOLLY STREET TO . ITS INTERSECTION WITH THE CENTERLINE OF CLAY AVENUE (SHOWN AS CLAY STREET ON SAID MAP) 60.00 FEET WIDE; THENCE WEST 368.29 FEET, MORE OR LESS, ALONG THE CENTERLINE OF CLAY AVENUE TO ITS INTERSECTION WITH THE CENTERLINE OF MAIN STREET- (SHOWN AS TWENTY-THIRD STREET ON SAID MAP) 120.00 FEET WIDE; THENCE NORTH 190 EAST 147.82 FEET, MORE OR LESS, ALONG THE CENTERLINE OF MAIN STREET - TO A POINT THAT IS RIGHT ANGLES T0, AND 30.00 FEET FROM, THE t NORTHWEST CORNER OF LOT 38;- THENCE SOUTH 71 ° EAST, 30.00 FEET TO THE POINT OF BEGINNING. 5 ALDEN & HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS 11012 COWAN.SUM 210 • IRVINE,CA 92714 MIO.No. 0859-162-3 ost• A1.LV 90- 714/""I10 FAX"04611 RN F DLW Ch%. �� Shoot�_Of H S PARCEL 9: (AP NO. 159-282-12) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, .PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 25, BLOCK 'A' OF SAID MAP, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 1341 PAGE 38 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 00°19' 38" EAST, 90.00 FEET ALONG THE WEST LINE OF SAID LOT 25 AND PARCEL 1 ; THENCE SOUTH 89°41 '06" EAST 135.00 FEET; THENCE SOUTH 00°19' 38" WEST, 120.00 FEET ALONG THE EAST LINE OF SAID PARCEL 1 AND ITS SOUTHERLY PROLONGATION TO THE CENTERLINE OF CLAY- AVENUE (SHOWN AS CLAY STREET ON SAID GARFIELD STREET ADDITION MAP) ; THENCE NORTH 89°41 '06" WEST 135.00 FEET, MORE OR LESS, ALONG THE CENTERLINE OF CLAY AVENUE TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF SAID LOT 25 AND -PARCEL 1 ; THENCE NORTH 00019' 38" EAST 30.00 FEET ALONG SAID PROLONGATION TO THE POINT OF BEGINNING. PARCEL 10: (AP NO. 111-130-10) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 11 , BLOCK 'D' OF SAID MAP; THENCE NORTH 177.00 FEET, MORE OR LESS, ALONG THE WEST LINE OF LOT 11 AND ITS NORTHERLY PROLONGATION tO THE NORTH LINE OF SAID SECTION 2; THENCE EAST 50.00 FEET ALONG SAID NORTH LINE OF SECTION 2 TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF LOT 11 ; THENCE SOUTH 182.00 FEET, MORE OR LESS, ALONG THE EAST LINE OF LOT 11 AND ITS NORTHERLY AND SOUTHERLY PROLONGATION TO THE CENTER OF LOT 281 10.00 FEET WIDE, SAID POINT BEING 5 .00 FEET FROM THE SOUTHEAST CORNER OF LOT 11 ; THENCE WEST 50 .00 FEET, MORE- OR LESS, ALONG A LINE 5.00 FEET FROM ' AND PARALLEL WITH THE SOUTH LINE OF LOT 11 TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF LOT 11 ; THENCE NORTH 5.00 FEET TO THE POINT OF BEGINNING. 6 VWDEN & HOLLY—SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CML ENGINEERS—PLANNERS—1ANp SURYEYOLS 18012 COWAN.SUITE 210 o IRVINL CA 92714 wo.NO. - -0859- fit-1 Oat* R 17/90 714;E6"110 FAX 6"11 En r. DLti! CAi. SA��t 6 Or 15 TAP , I THAT PORTION OF THE SOUTH HALF OF SECTION 35, TOWNSHIP OUTH, RANGE 11 WEST, AS SHOWN ON TRACT NO. 7 RECORDED IN , PAGE 8 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE CO , CALIFORNYA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF L BLOCK 'E' OF SAID TRACT NO. 7; THENCE SOUTH 328.00 FEET, MO LESS, ALONG THE WEST LINE OF LOT 3 AND THE SOUTHERLY PROL TION OF SAID WEST LINE TO AN INTERSECTION WITH THE SOUTH L OF SECTION 35; THENCE WEST 564 .56 FEET, MORE OR LESS, TO TH HTERLINE INTERSECTION OF MAIN STREET PROLONGED SOUTHWESTER AS SHOWN ON SAID MAP; THENCE NORTH 44°59 ' 45" EAST 1053 FEET, MORE OR LESS, ALONG SAID CENTERLINE OF MAIN STREET TO INTERSECTION WITH THE CENTERLINE OF HUNTINGTON STREET (SH HUNTINGTON' AVENUE ON SAID MAP) 60. 00 FEET WIDE; THENCE S 414. 52 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HOLLY REST TO THE EASTERLY PROLONGATION OF THE NORTH LINE OF LOT 4 • ENCE WEST ON SAID EASTERLY PROLONGATION 30.00 FEET TO THE - PARCEL_12: (AP NOS. 159-311-02, 03, 04, 05, 06 A 07) THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, AS SHOWN ON TRACT NO. 7 RECORDED IN BOOK 9, PAGE 8 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 9 OF TRACT NO. 37 AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 34 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE EAST, 239. 42 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 9 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF HUNTINGTON STREET (SHOWN AS HUNTINGTON AVENUE ON SAID TRACT 37) 60.00 FEET WIDE; THENCE SOUTH 211 . 58 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HUNTINGTON STREET TO THE CENTERLINE OF MAIN STREET, 120. 00 FEET WIDE; THENCE SOUTH 440'59' 45" WEST 904 .70 MEET, MORE OR LESS, TO A LINE 20.00 FEET. EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE NORTH 84.86FEET ALONG A LINE PARALLEL WITH AND 20.00 FEET EAST FROM THE WEST LINE OF SAID SOUTHEAST QUARTER OF SECTION 35, SAID POINT ALSO BEING'ON THE SOUTHWESTERLY PROLONGATION OF THE NORTHWEST LINE OF MAIN STREET, 120.00 FEET WIDE; THENCE NORTH 44°59' 45" EAST 141 .44 FEET, MORE OR LESS, ALONG SAID SOUTHWESTERLY PROLONGATION OF THE NORTHWEST LINE OF MAIN STREET, AS SHOWN ON SAID TRACT NO. 7 TO THE SOUTHWEST CORNER OF BLOCK ' B' OF SAID TRACT NO. 7, SAID POINT BEING ON A LINE 120.00 FEET EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER SECTION OF SAID SECTION 35; THENCE NORTH 369. 51 FEET, MORE VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS-PLANNERS-LAND SURVEYORS IN12 COWAN.SUITE 210 • IRVINL CA92714 w0.1'fo. -., 0859-167-1 Onto 6/17/90 _ 714:66"110 FAX:6"11 EK ► D, c11L. Shf*t_ Of 15 PARCEL_t2: (CO, JNUED) OR LESS, ALONG A LINE PARALLEL WITH AND 120.00 FEET EASTERLY FROM THE WEST LINE OF THE SOUTHEAST QUARTER SECTION OF SAID SECTION 35, TO A LINE THAT IS PARALLEL WITH AND DISTANT 1980.6 FEET SOUTHERLY FROM THE NORTH LINE OF SAID SOUTHEAST QUARTER SECTION; THENCE NORTH 363. 42 FEET, MORE OR LESS, ALONG THE WEST LINE OF SAID BLOCK 'B' TO A LINE THAT IS PARALLEL WITH AND DISTANT 1980.6 FEET FROM THE NORTH LINE OF SAID SOUTHEAST QUARTER SECTION; THENCE WEST 75.00 FEET TO A LINE 45.00 FEET EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE NORTH 1411 .25 FEET, MORE OR LESS, ALONG A LINE PARALLEL WITH AND 45 . 00 FEET EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35 TO THE SOUTHWEST CORNER OF PARCEL 1 AS SHOWN ON A MAP -FILED IN BOOK 132, PAGES 35 AND 36 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY; THENCE EAST 614 . 60 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF SAID PARCEL 1 TO THE CENTERLINE OF HUNTINGTON STREET, 60.00 FEET WIDE; THEN,ra SOUTH 854.89 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HUNTINGTON STREET TO THE EASTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTH 52.00 FEET OF LOT 7; THENCE WEST 239 . 42 FEET, MORE OR LESS,- ALONG SAID EASTERLY PROLONGATION AND THE NORTH LINE OF THE SOUTH 52.00 FEET OF LOT 7 TO THE WEST LINE OF SAID LOT 7; THENCE SOUTH 260.00 FEET, MORE OR LESS, ALONG THE WEST LINE OF LOT 7 AND 8 TO THE POINT OF BEGINNING. PARCEL 13: (AP NOS. 111 -072-02, 03, 04, 05, 07, 08, 09, 10, 11 , 12, 14, 15, 17, 18, 20, 21 , 22, 4 23) THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION "35, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF GOLDENWEST STREET (FORMERLY WESTMINSTER AVENUE) AND ELLIS AVENUE; THENCE EAST 1982. 27 FEET, MORE OR LESS, ALONG THE NORTH LINE OF THE SOUTHWEST QUARTER OF -SAID SECTION 35 TO THE CENTERLINE INTERSECTION OF GOTHARD STREET; THENCE EAST 33 .82 FEET, MORE OR LESS, ALONG SAID NORTH LINE OF THE SOUTHWEST QUARTER TO .A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1000.00 FEET; THENCE SOUTHEASTERLY 339 . 26 FEET, MORE OR LESS, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19026' 18" TO A POINT OF REVERSING CURVATURE WITH A CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1000 . 00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 19 0 26' 18" EAST; THENCE SOUTHEASTERLY 320 . 18 FEET, MORE OR LESS, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18020' 42" TO AN INTERSECTION WITH A LINE 20 . 00 FEET EAST OF THE EAST LINE OF IVALDEN & HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CML ENGINEERS—PLANNERS—LAND SURVEYORS I 16012 COWAN.SURE 210 0 IRVIML CA 93714 Wo.No. 0 g 5 9-16 2-1 oat* 0 17/90 714;660.0110 FAX"04411 [nor. Cho- ShaatJ_Of ]5 _ PARCEL 13: (CONTINUED) THE SOUTHWEST QUARTER OF SAID SECTION 35; THENCE SOUTH 2, 421 .15 FEET, MORE •OR LESS, ALONG SAID LINE 20.00 FEET EAST OF THE EAST LINE OF THE SOUTHWEST QUARTER TO THE CENTERLINE OF MAIN STREET, 120.00 FEET WIDE; THENCE SOUTH 44°59° 400/ WEST, 148. 29 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35; THENCE WEST 1320. 51 FEET, MORE OR LESS, TO THE EAST LINE OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 35, SAID LINE ALSO BEING THE CENTERLINE OF CRYSTAL STREET, 60.00 FEET WIDE; THENCE NORTH 1055 . 00 FEET, MORE OR LESS, ALONG THE CENTERLINE OF CRYSTAL STREET TO THE NORTH LINE OF BOLSA STREET (NOW KNOWN .AS ERNEST AVENUE) 30.00 FEET WIDE, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH, A MAP FILED IN BOOK 71 PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY; THENCE WEST 1000.00 FEET, MORE OR LESS, ALONG THE NORTH LINE OF SAID BOLSA STREET TO THE SOUTHEAST CORNER OF LOT 19, BLOCK °F° OF SAID GARFIELD STREET ADDITION; .THENCE NORTH 263.00 FEET, MORE OR LESS, ALONG THE EAST LINE OF LOTS 19 AND 20 TO THE NORTHEAST CORNER OF LOT 20; THENCE WEST 320.00 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 20 AND ITS WESTERLY PROLONGATION TO THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35, SAID LINE ALSO BEING THE CENTERLINE OF GOLDENWEST STREET (SHOWN AS WESTMINSTER AVENUE ON SAID GARFIELD STREET ADDITION) 60.00 FEET WIDE; THENCE NORTH 1320.00 FEET, MORE OR LESS, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER OF SECTION 35 AND THE CENTERLINE OF GOLDENWEST STREET, TO THE POINT OF BEGINNING. 1119 NCT A '?A�Z--F THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 34, SHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS S ON A MAP -,RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS S, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FO BEGINNING AT THE SOUTHWEST CORNER THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST TER OF THE SOUTHEAST QUARTER OF .SAID SECTION 34, SAID POINT 0 BEING THE NORTHWEST CORNER OF TRACT NO. 62, AS SHOWN 0 MAP FILED IN BOOK 1Q, PAGE 7 OF . MISCELLANEOUS MAPS; TH NORTH 396.00 FEET, MORE OR LESS, TO THE NORTH LINE OF THE SO 66. 00 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUART OF THE SOUTHEAST QUARTER OF SAID SECTION 34; THENCE EAST .00 FEET, MORE OR LESS, ALONG LAST MENTIONED NORTH LINE TO EAST LINE OF SAID SOUTHEAST QUARTER, SAID POINT ALSO BEING CENTERLINE OF GOLDENWEST STREET, 60.00 FEET WIDE; THENCE S 396.00 FEET, MORE OR LESS, ALONG SAID EAST LINE OF SAID 9 VWDEN HOLLY-SEACLIFF S®CIATTES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS 08 5 9—1 6 2-1 $ 17 9 0 13012 COWAN.SUITE 210 9 IRVINE.CA 92714 WO.No ®als 714,660-0110 FAX:604413 Ew r —ILK— Chit. Sheet 4 Of �� r�N•mow 1 {�trl- r'TAd, - SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QU R OF SAID SECTION 34; THENCE WEST 660.00 FEET, MORE OR LESS, TO HE POINT OF BEGINNING, PARCEL_15: (AP NOS. 110-200-17, 18, 19 3 20) THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 34, WNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS S WN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAP , RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID SECT 34; THENCE WEST 1980.00 FEET, MORE OR LESS, TO THE WEST LI OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE SOOT ST QUARTER OF SAID SECTION 34; THENCE NORTH 660.00 FEET, MO OR LESS, TO THE NORTH LINE OF THE SOUTH HALF OF THE SOUTH HALF THE SOUTHEAST QUARTER OF SECTION 34; THENCE EAST 1980.00 FEET MORE OR LESS, ALONG SAID LAST MENTIONED NORTH LINE TO THE EAST L OF THE SOUTHEAST QUARTER OF SECTION 34, SAID EAST LINE AL BEING THE CENTERLINE OF GOLDENWEST STREET, 60 .00 FEET WIDE; ENCE SOUTH 660.00 FEET, MORE OR LESS, ALONG SAID EAST LINE OF SOUTHEAST QUARTER OF SECTION 34 TO THE POINT OF BEGINNING. PARCEL 16: (AP NOS. 110-200— 14 a 22) THAT PORTION OF THE SOUTH T QUARTER OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN E RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOR 51 , P 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFO A, DESCRIBED AS FOLLOWS: BEGINNING AT THE SO QUARTER CORNER OF SECTION 34, SAID POINT ALSO BEING THE C RLINE INTERSECTION OF GARFIELD AVENUE, 60.00 FEET WIDE, AND ED S STREET 40. 00 FEET WIDE; THENCE NORTH 1320.00 FEET, MORE OR L S, TO THE NORTH LINE OF THE SOUTHWEST QUARTER OF THE SOUTHEAST ARTER FO SAID SECTION 34; THENCE EAST ALONG SAID LAST MENTIO NORTH LINE 660 .00 FEET, MORE OR LESS, TO THE NORTHEAST-- OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE S ST QUARTER OF SECTION 34; THENCE SOUTH 660.00 FEET, MORE OR SS, ALONG THE EAST LINE OF THE NORTHWEST QUARTER OF THE SO T QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34 TO THE NORTH INE OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QU R OF SECTION 34; THENCE WEST 330.00 FEET, MORE OR LESS, TO TH NORTHEAST CORNER OF THE WEST HALF OF THE SOUTHWEST QUARTER OF , T SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34;:. 10 VWDEN & HOLLY-SEACLIFF DEVELOPMENT AGREEMENT SOCIATES EXHIBIT "A" CIVIL ENGINEERS—►LANNES—LAND SURVEYOR'S 08 59-1 6 2—1 8/17/9 0 18012 COWAN,SUME 210• IRVINL CA 92714 WO.No Onto 71416W4110 FAX66fi-04It I Fn ,. !?Lti',. Chk- SR44t.LQI of 1.5_._ SECTION 34• FEET, MORE OR •LESS, TO THE POINT OF EARCEL 17: (AP NOS. 110-015-56, 57 6 58) THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST, PARTLY IN THE RANCHO LAS BOLSAS AND PARTLY IN THE RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 34, SAID POINT ALSO BEING 2.00 FEET NORTH OF THE CENTERLINE OF GARFIELD AVENUE 60.00 FEET WIDE AND THE CENTERLINE OF EDWARDS STREET 40.00 FEET WIDE; THENCE NORTH 00015' S4" EAST 50.00 FEET ALONG THE FAST LINE OF THE SOUTHWEST QUARTER OF SECTION 34 TO THE POINT OF BEGINNING; THENCE NORTH 89042'05" WEST 178.97 FEET TO A TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A .RADIUS OF 2350. 00 FEET; THENCE NORTHWESTERLY 1156.85 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28012' 19", A RADIAL BEARING BEARS SOUTH 28030-14" WEST; THENCE NON-TANGENT TO LAST MENTIONED CURVE NORTH 63013'21 " WEST 98.14 FEET TO A NON-TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 2355.00 FEET, A RADIAL BEARING TO SAID POINT BEARS SOUTH 30053' 28" WEST; THENCE NORTHWESTERLY 591 .88 FEET, MORE OR LESS, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14024 ' 00" TO THE BOUNDARY LINE OF THE CITY OF HUNTINGTON BEACH, AS SHOWN ON A MAP FILED IN BOOK 92, PAGES 19 THROUGH 28 OF RECORDS OF SURVEYS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE ALONG SAID CITY BOUNDARY LINE THE FOLLOWING THREE COURSES, NORTH 26049124" EAST, 287 .04 FEET; SOUTH 89*41 ' 05" EAST 726.01 FEET, NORTH 00017 ' 53" EAST 780.72 FEET TO THE NORTHWEST CORNER OF PARCEL 2 AS SHOWN ON A NAP FILED IN BOOR 42 PAGE 25 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY; THENCE ALONG THE NORTH AND EAST LINE OF SAID PARCEL 2 THE FOLLOWING THREE COURSES; SOUTH 89034 ' 20" EAST 124.00 FEET; THENCE SOUTH 00017'53" WEST 120.00 FEET; THENCE SOUTH 89034 '20" EAST 864.71 FEET, MORE OR LESS,. TO THE EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 34 AND THE CENTERLINE OF EDWARDS STREET; THENCE SOUTH 00015'30" WEST • 1929.87 FEET, MORE OR LESS, TO THE POINT OF- BEGINNING. 11 VWDEN & HOLLY-SEACLIFF SQCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEEILS- PLANNERS- LAND SURVEYORS 18012 COWAN.SUM 210 a IRVINL CA 92714 W0.No. . 0859-162-1 polo 8/17/90 - 714.'U"110 FAX 6"11 [" r. ELL,' Chk. Sn00f " of 15 PARCEL 18: (At .40S. 110-015-60 4 61 ) THAT PORTION OF THE SOUTHWEST QUARTER AND THE- NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST, PARTLY IN THE RANCHO LAS BOLSAS AND PARTLY IN THE RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 511 PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: - BEGINNING AT THE CENTER OF SAID SECTION 34, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF EDWARDS STREET, 40 . 00 FEET WIDE, AND ELLIS AVENUE, 40. 00 FEET WIDE, SAID POINT AS SHOWN ON A MAP FILED IN BOOK 92 PAGES 19 THROUGH 28 OF RECORDS OF SURVEYS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE SOUTH 00°16' 41" WEST 329.97 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 42, PAGE 25 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 89032' 15" WEST 988.55 FEET ALONG THE NORTH LINE OF SAID PARCEL 1 ; THENCE NORTH 00014 ' 01" EAST 659. 39 FEET; THENCE SOUTH 89039' 57" EAST, 660.03 FEET TO THE EAST LINE OF THE NORTHWEST QUARTER OF SECTION 34 AND THE CENTERLINE OF EDWARDS STREET; THENCE SOUTH 00016'56" WEST 329 .90 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. rvX wprt.Ya 'Tga4✓ -m THE CAN Of= twaTtlJC-�J FARM LOT 48, BEING THE WEST HALF OF THE SOUTHWEST QU OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTI 4, TOWNSHIP S SOUTH, RANGE 11 WEST, PARTLY IN THE RANCHO LSA CHICA AND PARTLY IN THE RANCHO LAS BOLSAS, AS SHOWN 0 RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF CTION 34, SAID POINT ALSO BEING THE CENTERLINE INTERSECTIO EDWARDS STREET, 40 FEET WIDE, AND ELLIS AVENUE; THENCE NO 660.00 FEET, MORE OR LESS, TO THE NORTH LINE OF SAID FARM 8; THENCE EAST 330.00 FEET, MORE OR LESS, TO THE NORTHEAST R OF FARM LOT 48; THENCE SOUTH 660.00 FEET, MORE OR LESS, SOUTH LINE OF THE NORTHEAST QUARTER OF SECTION 34 AND R1•INE OF ELLIS AVENUE; THENCE WEST 330. 00 FEET, MORE OR .PARCEL 20: (AP NOS. 23-181-34, 110-015-56, 110-200-318 110-230-08) BEING A PORTION OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST AND SECTIONS 3 AND 40 TOWNSHIP 6 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 12 ALDEN & HOLLY—SEACLIFF DEVELOPMENT AGREEMENT SSOCIATES I EXHIBIT "A" cr►ILEMGINLERS.-PLAXWERS-LAND SURVEYOAS 0859-162-1 8/17/90 ON12 COWAN.SUITE 210 • IRVINL CA92714 W0.No- 08t• 714I60-oiio FAX e+"It I f„ ,. DLW ChY. Shot—u011.5— i PARCEL_4: (CONTINUED) BEGINNING' AT THE NORTHWEST CORNER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 3; THENCE SOUTH 89e42'05" EAST 2639.70 FEET ALONG THE NORTHERLY LINE OF SAID NORTHEAST ONE-QUARTER TO THE NORTHEAST CORNER OF SAID NORTHEAST ONE-QUARTER OF SECTION 31 SAID CORNER BRING THE CENTERLINE INTERSECTION OF GARFIELD AVENUE AND GOLDENWEST STREET AS SHOWN ON THE MAP OF TRACT NO. 7656 RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 00016' 53" WEST 1177.92 FEET ALONG SAID CENTERLINE OF GOLDENWEST STREET TO A POINT ON THE EASTERLY PROJECTION OF A LINE PARALLEL WITH AN SOUTHERLY 7.50 FEET FROM THAT CERTAIN COURSE DESCRIBED.AS "SOUTH 88°17'35" WEST 193.77 FEET" FORA PORTION OF THE CENTERLINE OF A 15.00 FOOT STRIP OF LAND DESCRIBED AS PARCEL "G" OF THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT RECORDED IN BOOR 9943, PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE LEAVING SAID CENTERLINE OF GOLDENWEST STREET SOUTH 88e17' 08" WEST 241 . 54 FEET ALONG SAID PARALLEL LINE; THENCE LEAVING SAID PARALLEL LINE SOUTH 56e04 '07" WEST 31 .20 FEET; THENCE ` SOUTH 00055' 43" EAST 116. 12 FEET TO A POINT ON THE NORTHERLY LINE OF SAID TRACT NO. 7656, SAID POINT BEING THE BEGINNING OF A NON- TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 800.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 15°41 ' 15" EAST; THENCE WESTERLY 783.80 FEET ALONG SAID CURVE AND SAID NORTHERLY LINE OF TRACT NO. 7656 AND ALONG THE NORTHERLY LINE OF TRACT 7421 RECORDED IN BOOR 302, PAGES 20 THROUGH 23 OF MISCELLANEOUS MAPS ON THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 800 .00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 40°26' 54" EAST; THENCE NORTHWESTERLY 249.63 FEET ALONG SAID CURVE AND SAID NORTHERLY LINE OF TRACT NO. 7421 THROUGH A CENTRAL AVENUE OF 17°52' 42" THENCE NORTH 00e22'36" EAST 24.68 FEET; THENCE NORTH 44°22 ' 22" WEST 78.12 FEET;. THENCE SOUTH 48e52' 36" WEST 27 .00 FEET; THENCE SOUTH 79052'36" WEST 248.95 FEET; THENCE SOUTH 00022' 36" WEST 5.90 FEET; THENCE NORTH 89e37 '24" WEST 72.36 BEET; THENCE SOUTH 80°35 ' 37" WEST 262.07 FEET; THENCE SOUTH 56052' 22" WEST 157.58 FEET; THENCE SOUTH 36e35 ' 30" WEST 109.38 FEET;. THENCE SOUTH 43e48' 10" WEST 151 . 41 FEET; THENCE SOUTH 02e06'09" nST 384. 31 FEET; THENCE SOUTH 22e47 ' 17" WEST 236.88 FEET; THENCE SOUTH 11e4351" EAST 123 .87 FEET; THENCE SOUTH 3S°08'20" EAST 258.90- FEET; THENCE SOUTH 27031 ' 58 EAST 336. 22 FEET; THENCE SOUTH 37012 ' 45" EAST' 170.83 FEET; THENCE SOUTH 57e19'50" EAST 67.67 FEET; THENCE NORTH 34e15 ' 43" WEST 68.56 FEET; THENCE NORTH 47e12' 59" EAST 106. 40 FEET; THENCE SOUTH 52033' 36" EAST 202.68 FEET; THENCE SOUTH 56002'22" EAST 89 . 12 FEET; THENCE SOUTH 85036'09" EAST 148.27 FEET; THENCE SOUTH 42033 ' 44" EAST 151 . 24 FEET; THENCE SOUTH 26013 ' 49" WEST 112 .82 FEET; THENCE SOUTH 47e37 '07" WEST 178. 23 FEET; THENCE SOUTH 56031 ' 48" WEST 90. 34 FEET; 13 IVALDEN & HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS-FLAN%IRS- LAND SURVEYORS 11012 COWAN.SUITE 110 • IRVINE.CA 92714 WO.Ne. . 0859-162-3 Dale 8/17190 114;66D0110 F#,X 660-04111 EM , !L1 V Chit. ,. Shea! Q Of 15 PARCEL 20: (M..PINUED) THENCE SOUTH 52°26'55" WEST 109.64 FEET; THENCE SOUTH S3034'35" WEST 199.31 FEET; THENCE SOUTH 53021 ' 07" WEST 144.84 FEET; THENCE SOUTH 53034' 54" WEST 79 .68 FEET; THENCE NORTH 78049' S0" WEST 129. 11 FEET; THENCE NORTH 82026' 29" WEST 132.50 FEET; THENCE NORTH 87053' 06" WEST 142. 58 FEET; THENCE NORTH 88034' 45" WEST 482.97 FEET; THENCE SOUTH 79°09' 09" WEST 427 .24 FEET; THENCE SOUTH 78°11 ; ' 24" WEST 320.84 FEET; THENCE NORTH 09007' 55" EAST 186. 17 FEET; THENCE NORTH 11003' 24" EAST 248. 08 FEET; THENCE NORTH 19001 '22" EAST 142.80 FEET; THENCE NORTH 36°57' 38" EAST 41 .06 FEET; THENCE NORTH 3502438" EAST 689 .02 FEET; THENCE NORTH 05002' 22" WEST 61 .09 FEET; THENCE NORTH 85046151 " WEST 28.56 FEET; THENCE SOUTH 53058' 25" WEST 49.15 FEET; THENCE NORTH 78*51 ' 01 " WEST 62.70 FEET; THENCE SOUTH 59032135" WEST 112.08 FEET; THENCE NORTH 70028'27" WEST 109.58 FEET; THENCE NORTH 27044' 02" EAST 108.69 FEET; THENCE NORTH 17029133" EAST 232.75 FEET; THENCE NORTH 09°47' 41" EAST 224.74 FEET; THENCE NORTH 06041 ' 28" EAST 218.10 FEET; THENCE NORTH 12050' 02" EAST 125. 61 FEET; THENCE _NORTH 11012'50" WEST 67.15 FEET; THENCE NORTH 76016' 19" WEST 54. 17 FEET; THENCE SOUTH 68056'58" WEST 44 . 19 FEET; THENCE SOUTH 13*42105" WEST 241 .82 FEET; THENCE SOUTH 32053' 58" WEST 74.39 FEET; THENCE NORTH 83°32' 50" WEST 85.42 FEET; THENCE NORTH 84°43'58" WEST 68. 77 FEET; THENCE NORTH 53016' 51" WEST 49.91 FEET; THENCE NORTH 06004 ' 10" EAST 55.63 FEET; THENCE NORTH 03004'00" WEST 150.41 FEET; THENCE NORTH 450S2' 33" EAST 85.70 FEET; THENCE NORTH 15045'53" EAST 122.97 FEET; THENCE NORTH 44048' 17" WEST 98. 42 FEET; THENCE NORTH 35004' 20" WEST 62.07 FEET; THENCE NORTH 49°18' 15" WEST 427.57 FEET; THENCE NORTH 70042' 04" WEST 751 .89 FEET; TO A POINT ON THE NORTHEASTERLY PROJECTION OF THAT CERTAIN COURSE DESCRIBED AS "NORTH 41042' 13" EAST 164. 55 FEET" FOR A PORTION OF THE SOUTHEASTERLY LINE OF SEAPOINT STREET (FORMERLY SEAVIEW AVENUE) , 100.00 FEET IN WIDTH, AS SHOWN ONJTHE MAP FILED IN BOOR 166, PAGES 10 AND 11 OF PARCEL DAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 41042' 13" WEST 243. 13 FEET ALONG SAID NORTHEASTERLY PROJECTION TO THE MOST NORTHERLY CORNER OF PARCEL 1 AS SHOWN ON SAID LAST MENTIONED MAP; THENCE ALONG THE NORTHERLY LINE OF SAID MAP. THE FOLLOWING COURSES: NORTH 48017' 47'.' WEST 100.00 FEET, SOUTH 41 °42' 13" WEST 164.55 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY RAVING A RADIUS OF 750.00 FEET -AND SOUTHWESTER.W 259.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°49 ' 31 " TO THE MOST NORTHEASTERLY LINE OF THE LAND DESCRIBED IN THAT CERTAIN PARTIAL RECONVEYANCE RECORDED AS INSTRUMENT NO. 82- 222367 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE LEAVING SAID NORTHERLY LINE OF SAID LAST MENTIONED MAP NORTH 42011 ' 18" WEST 360.45 FEET ALONG SAID NORTHEASTERLY OF THE ABOVE DESCRIBED PARTIAL RECONVEYANCE TO A POINT ON THE NORTHERLY LINE OF THE HUNTINGTON 14 JWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS-PLANNERS- LA%D SURVEYORS 18013 COWAN.SUITE 210 P IRVINE;CA92714 WO.MO 0859-162-1 osto 8/17/90 714.660-0110 FAX.6"ll _En jr DLG Chit. Shv*1 14 Of 15 R (1—ATINUED) BEACH CITY LIMIT BOUNDARY, AS SHOWN ON THE MAP FILED IN BOOK 970 PAGES 35 THROUGH 37 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID BOUNDARY LINE THE FOLLOWING COURSES: SOUTH 89637' 14" EAST 91 .97 FEET, NORTH 00015'23" EAST 328.98 FEET, SOUTH 89043003" EAST 660. 16 FEET; NORTH 00019115" EAST 328.84 FEET, NORTH 89041 ' 36" WEST 231 .59 FEET AND NORTH 26°49' 24" EAST 820.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 2355.00 FEET, A RADIAL LINE TO CURVE BEARS SOUTH 45°17 ' 28" WEST; THENCE LEAVING SAID HUNTINGTON BEACH CITY LIMIT BOUNDARY, SOUTHEASTERLY 591 .88 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14°24 ' 00"; THENCE SOUTH 63°13' 21 " EAST 98.14 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A' RADIUS OF 2350.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 28030' 14" WEST; THENCE EASTERLY 1156.85 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°12 ' 19" TO A POINT ON A LINE PARALLEL WITH AND 50. 00 NORTHERLY FROM THE NORTHERLY LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 3; THENCE SOUTH 8910.42 '05" EAST 178.97 FEET ALONG SAID PARALLEL LINE TO THE EASTERLY LINE OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 34; THENCE SOUTH 00°15' 54" WEST 50.00 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. r r 15 VWDEN & HOLLY-SEACLIFF SOCYAT ,, S DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS-►tANNEItS-uND SURVEVOILS � /' ,qA ISO12 COWAN.SUITE 210 • IRVINE. CA 92714 wo.No- 0859—,1 62-1 Date 714166"110 FAX 6"11 En 1. DI•ti` Chk. Shoot L5� 01 15 W I t d L 1 J d T i Y Y = f Ift'A OW _ x 75 MIR 49 La NJ4 ACL J Y — J W 04 Wt S Vs O d ALDEN °""PL&Wm HOLLY--SEACLIFF sSOC[ATES "0 0""m DEVELOPMENT AGREEMENT 1w31 rMo.Emn tu. n m a am& 19,st"0.0110 626-«If EXHIBIT 'B' wm L +uoP to tww rn r MLLii FARCEL r P EL 2 L PAAC 9 J CLAY PARCEL I N.T.S. I ' HOLLY—SEACLIFF — + ^ SPECIFIC PLAN BOUNDARY LYCIEKTOWN, NENLIE _ DEVELOPMENT AGREEMENT PARCEL LINES ALDEN & —ma$ HOLLY-SEACLIFF sSOCIATES '•""' DEVELOPMENT AGREEMENT nrcr"@-ua ra; 4N-9469 EXHIBIT `B' 4TO L. Wamix an i"n MR HOLLY-SEACLIFF "—'— — ' — SPECIFIC PLAN BOUNDARY DEVELOPMENT AGREEMENT PARCEL LINES I � I I I N.T.S. LLIS AVENUE � I I , PARCEL 13 ' PAKV- 12 F-+11 N&P a l 2! RhR �.J *sL DEN A "':°w HOLLY-SEACLIFFSOCIATES DEVELOPMENT AGREEMENT iwll cow n". 2A N%m a u+,o mu.sr-.4 Z iw-wu EXHIBIT 'S' on iwu "n gy AVENUE LLJ PARCEL 20 I i HOLLY-SEACLIFF 1 - SPECIFIC! SPECIFIC PLAN BOUNDARY 1 1 1 DEVELOPMENT AGREEMENT 1 PARCEL LINES I i I i N N.T.S. AMEN & °"`� HOLLY-SEACLIFF SSOCIATES L&n n you DEVELOPMENT AGREEMENT 1=1e Copan.YLTR $ill. MVM-cn rnia 1t,ai 40-4iit ILL •M-Nis EXHIBIT 180 102 L RUA01 Wj Mott 4iT EXH[Brr LEGAL DESt IUMON OF SCHOOL Si rE A parcel of land in the City of Huntington Beach, County of Orange, Stitt of California, being that portion of the Southeast Quarter of the Southwest Quarter of the Southeast Quarter of Section 34, Township 5 South, Range l 1 West, as per map rocorded i;n Boole M,Page 13 of Miscellaneous Maps in the Office of the County Recorder of said County, said parcel described as follows: Beginning at the northwest corner of said Southeast Quarter of the Southwest Quarter of the Southeast Quarter of said Section 34; thence along the north line of said Southeast Quarter S.89041'42"E. 639.24 feet to a point on a non-tangent curve concave easterly having a radius of 1871.00 feet, the southerly terminus of said curve being tangent to aline parallel with and 21.00 feet westerly, measured at right angles, from the east line of said Southeast Quarter of the Southwest Quarter of the Southeast Quarter of said Section 34, a radial lint to said point bears N.88°42'40"W.; thence leaving said north line and southerly along said curve through a antral angle of 1°00'5 1" a distance of 33.12 feet to said parallel line; thence tangent to said curve and along said paralkl line S.001629"W. 537.76 feet; thence N.89°43'31"W. 5.50 feet to a point on a non-tangent curve concave northwesterly having a radius of 34.00 feet, the southwesterly terminus of Wd curve being tangent to a line parallel with and 55.00 feet northerly. measured at right angles, horn the south line of said Secdon 34, a radial line to said point bears S.89043'31"E.; thence southwesterly along said curve through a central angle of 90°01'49" a distance of 53.43 feet to last said parallel line; thence tangent to said curve and along said parallel lint N.89141'42"W. 599.42 fat to the west line of said Southeast Quarter of the Southwest Quarter of the Southeast Quarter of said Section 34; thence along said west line N.0°16'26E. 604.90 feet to the Point of Beginning. As shown on Exhibit "V attached hereto and by this reference made a pan hereof. Tom R. McGannon, R.C.E. 23956 Registration Expires: 12/31/93 1 November 19, 1993 � I„ W.O. 1478-14 Q �l N&A Legal 3607 i �cIof1 ; TACHMENT NO. NORTH ' INE OF SEY4 OF SWY4�880 1 P.0. b OF SE/, SEC. S40 T 55v R.11 W. � 4p. I I 89. 41'42'W Co5q . 95 R=� . N ` i G 39.24' d•I"00'5l" ' R=1811'L'33.12' ? I . 21l O l Ir t J � c W d1 'p .9 %3 0 In r• r- / r• r- AV' I - r- IL 1[ i _ I -, 1 1 1 A I tL �� . 1 I v v. 03 � ' i OA tc l - w f 93 � g, g�3 AGR F-S � LL In O 00% 3 W ~ W `91 n a u•1 LANDSCAPE AND EQUESIRIAN EASEMINIS W ep ,, p o W Z 1 ., Z N a �9 in N69.43'31'W 92d, 5.50' 4,90'01'49' . N89.41'42"W 599. 42' N 89"41'42"W G 5 9.9 4' W1 J .1 � SOUrN LINE OF SEY4 OF SWY4 OF12EX OF 5EC. 34) r 5 -5., R. 11 W. -� 'J ! GAR Fl EL D AVE . EXHIBIT " D " L' L^ �r MAP TO ACCOMPANY LEGAL DESCRIPTION OF SCHOOL SITE NOVEMBER 19, 1993 PREPARED BY : W.O. 1078- 1 -X H&A LEGAL NO. 3607 HUNSAKER & ASSOCIATES IRVINE, INC. PREPARED BY: J. STABL.EIN THREE HUGHES CHECKED BY: M. ETEMADI IRVINE. CA . 92718 G� , , 'CALIOORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State of )4 L I it o Q N r 1; County of Oki) n1 C7 C- „•__-,_ On _ MaV 7 , 1 Cfci (o before me, A2o ti1�a'�3'IQnn,� DATE ,, NAME,TITLE OF OFFICER•E.G.,"JANE E,NOTARY PUBLIC' personally appeared .�arr y J�CD der a n c( , NAMES)OF SIGNER(S) .1 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 ac- knowledged to me that he/she/they executed Rom the same in his/her/their authorized callw11.#IM " capacity(ies), and that by his/her/their OR� - signature(s) on the instrument the person(s), I�rCOffOLEVIIII"AINK119W or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. - SIGNATURE OF NOTARY 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 IRT-CORPORATE OFFICER , V 1 c--e- Pre-- S TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ 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) fLI.G t :Q,r CLoa 54 (Y1 e S SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91309.7104 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On May 8, 1996, before me, Kathy Spencer, Notary Public, personally appeared W. D. Holman. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. I(ATHY SPENCER COMM.#1016168 Notary Pubk—Cautontla If ORANGE COUNiY My Comm.Eq*ee FEB M IM 'Notary Signature , ,' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State of_ L f Fa 2 AJ A County of _ drz, .�v U On 114 6,� 7 , I`-14( before me, FI-0 DAT9 NAME.TITLE OF OFFICER-E.G_,-J NE DOE,NOTARY PUBLIC- personally appeared 721_i_U�4 _�_lool Lt 1 � a Uc 'c A , NAME(S)OF SIGNERS) personally known to me - OR - roved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed RONEVMM the same in his/her/their authorized co capacity(ies), and that by his/her/their CRUMWconmEok„AWI&NO signature(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. � s...�. SIGNATURE OF NOTARY 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� OF__F11ICERf��l .c�'r � . TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME PERSON(S)OR ENTITY(IES) GtC taco Trtc SIGNER(S) OTHER THAN NAMED ABOVE - -- -------- ---------------- - - ----- m1993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O:Box 7184-Canoga Paris,CA 91309.7184 r" ,' CALIOORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5947 State of �tz County of On before me, 6WJ-74 /''i , /�69Z N , GATE NAME,TITLE OF OFFICER-E.G.,-JANE DOE,NOTARY PUBLIC' personally appeared D Gt,rV L jE Y/[Y` , NAME(S)OF SIGNER(S) personally known to me - OR - ❑ pr nGe to be the person( whose name is are subscribed to the within instrument and ac- ROBERTA M 54ERN knowledged to me that( 'she/they executed o •• COMMWIlm 1 e 4 the same in �erltheir authorized OmdWm E*ft capacity(ips), and that by�her/their signatUre(g on the instrument the person(s), or the entity upon behalf of which the person(5) acted, executed the instrument. my hand and official seal, SIGNATU E OF NOTARY 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 0 CORPORATE OFFICER O TITLE OR TYPE OF D CUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAMF.�F PERSONS A ENTITY(IES) ���� Q �� SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•8236 Rommel Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 EALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 1Y11 County of Ora�ar?=On 13 L before me, Ck1L Date Name and Title df ONloer(e.g..'Jane 00,Notary Public') personally appeared n 2116+I1, �a-F � cad `-[-he�f e-sa L. Fa i 4d-rr Name{,1 at Signertel personally known to me-OR-❑proved to me on the basis of satisfactory evidence to be the person whose name@)isA subscribed to the within instrument and acknowled to me that %,,thexecuted the same in their uthorized capa ,and that by DEE BAKER hei ignatur {s on the instrument the person SD Commission#1086001 or the en lty upon behalf of which the person slaacted, -d NotaryPubllc—California executed the instrument. Qranoe County My Comm Expires Apr 19,2000 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: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: _ Signer's Name: ❑ Individual ❑ Individual 13'Corporat,g Officer ❑ Corporate Officer Title(s): *9t 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: Tcp of thLr-..b here Signer Is Representing: Signer is Representing: 0 1M National Notary Assoclatbon-8236 Rammet Ave..P.O.Box 7184•Canoga Park,CA 91309.7184 Prod.No.5907 Reorder.Ca•I Toff-Free 1.800.878.9827 dALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.sao7 State of Ld- 14 r/l, County of 1 o S e feS On _ 12-d 9, L1 -9 before me, v t ,C DATE MAME.TITLE OF OFFICER•E-G.. JANE DOE.NOTA16 PUBLIC' personally appeared .J P -�- 1e7 N�5 OF 1��L/ 4ersonally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(&)-whose name(&) is/axe subscribed to the within instrument and ac- knowledged to me that he/ehsA W executed the same in his/h it authorized capacity(i.as), and that by his/heTt -ie, signature(o on the instrument the person,(s.1, or the entity upon behalf of which the person{-&) acted, executed the instrument. VIRGINIABARBA WITNESS my hand and official seal. COMM.#1017546 Z Notcry Pubiic—�Califomia 1 z ,f� LOS ANGELES COUNTY " My Comm.Expki;s OCT 17.1997 6/SIGNATURE OF NOT Y 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 u CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ 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 C1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave..P.O.Box 7184•Canoga Park,CA 91309-7184 ,Ty CALIFORNIA ALL-;PURPOSE ACKNOWLEDGMENT No 5907 State of County of 1 On r cto before me, J'rRik I.'-, DATE J NAME,T,TLE OF OFFICER• .G.,"JANE DOE NOTA Y PUBLIC" r� Lpersonally appeared S NAMES)OF SIGNERS) personally known to me - OR - r, 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 ac- knowledged 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. ViRGINIAaAaBA li WITNESS y hand and official seal. c _ COMM.#1017546 z Nc1ary Public—California a z .+ LOS ANGELES COUNTY My Comm.Expires OCT 1 7.1997 SIGNATURE OF NOTARY 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 S '• ' p � �41n,16C;al C-�-L cox aTITLE 1O,R. ,TYYPE OF DOCUMENT TITLE{Sj ❑ PARTNER(S) ❑ LIMITED �e��. P4, u C."h�`�-• , ❑ GENERAL ❑ ATTORNEY-IN-FACT NUM ER OF PAGES ❑ TRUSTEE(S) LAG ❑ GUARDIAN/CONSERVATOR ❑ OTHER: no - dfi2 --..._... . DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) �.6 y,C_V•-Q� -jr—- u C SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.BOX 7184•Canoga Park,CA 91309-7184 Unofficial Copy Office.of-the Please contact the Ci Clerk's=Ofl-ice=foF=official co ies-=: � - - :-�..__., �c_mr cleric Records ty . - P Rec_IP in(3925) Alpha Category Entered Status Doc NolType Expires Box ID Label PL 600.10 12/05/1997 Active 9925 Huntington Beach Company/Pacific Coast Homes/Seacliff Partners- Concent for Pending Sale to PLUMS Vickers II - Holly-Seacliff Development Agreement Area 2/20/96 516/96 Total Records Selected: November 8,2002 2:19 PM Page 1 of 1 68 y ///ma v Council/Agency Meeting Held: S-- G beferted/Continued to: pproved ❑ Conditionally Approved ❑ Denied City Clerk's Sig #ture Council Meeting Date: May 6, 1996 Department ID Number: CD 96:-27 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION A -- SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrat / ei PREPARED BY: RAY SILVER, Assistant City Administrator�,e ��� GAIL HUTTON, City Attorneyh f,-e ROBERT FRANZ, Deputy City Admini or LES JONES, Public Works Director MELANIE S. FALLON, Community at I ment Director «X� • MICHAEL DOLDER, Fire Chief SUBJECT: Request for Consent For P ding Sale of Properties 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: On February 20, 1996 the City Council approved the consent for the pending sale of approximately 448 acres of property governed by the Holly Seacliff Development Agreement from Chevron Land and Development Company to PLC/MS Vickers, L.P. That sale was never concluded. Subsequently, the PLC partnership was restructured and, in accompaniment with other changes to the sale terms reviewed previously, Chevron Land and Development Company has entered into a new agreement for the sale of the 448 acres. The changes in the terms of the pending sale require City Council review and consent. Transmitted for your consideration is a request by Chevron Land and Development Company for the City Council to provide consent to the sale of the properties owned by the Huntington Beach Company, Pacific Coast Homes and Seacliff Partners in the Holly Seacliff , Development Agreement area to PLC/MS Vickers II, L.L.C. According to PLC and representatives of Pacific Coast Homes, the close of escrow for the land sale is May 9, 1996. Staff has performed due diligence regarding the pending sale of properties in the.Holly Seacliff area to PLC/ MS Vickers 11, L.L.C. Staff recommends that the City Council provide consent to the sale of the properties to PLC/ MS Vickers 11, L.L.C. Funding Source: Not applicable. REQUEST FOR COUNCIL ACTION MEETING DATE: May 6, 1996 DEPARTMENT ID NUMBER: CD 96-27 Recommended Action: Motion to: .1. "Pursuant to Section 4.2 of the Holly Seacliff Development Agreement approve the request by Chevron Land and Development Company for the City Council to provide consent for the pending sale of properties to PLC/MS Vickers II, L.L.C.; and 2. Authorize the Mayor to execute the Certificate of Consent to the Sale of Property and the Assumption of Rights Duties and Obligations contingent upon: a. City Attorney approval of buyer's signatures; b. Submittal to the City Attorney of final, executed copies of all draft documents reviewed by the City Attorney; c. The closing of the Tiger Real Estate Fund acquisition loan under the terms and conditions reviewed by Keyser Marston Associates, Inc.; d. The entity receiving the Tiger Real Estate Fund acquisition loan is exactly the same entity that is being assigned the Development Agreement obligations; e. Written confirmation by the new owners that there will be no refinancing of the project debt or substitution or addition of new equity contributors without the consent of the City which consent shall not be unreasonably withheld; and f. Written acknowledgment by the new owners that the City has the authority under the Development Agreement to halt the development process if the defined Development Agreement obligations relating to construction of infrastructure improvements are not fulfilled." Alternative Action: The City Council may make the following alternative motion: "Continue the request for consent for the pending sale of properties in the Holly Seacliff Development Agreement area and direct staff accordingly." Analysis: Ivsis: A. PROJECT PROPOSAL: Applicant:icant: Pacific Coast Homes Location: Approximately 448 acres located between Ellis Avenue on the north, Huntington Street on the east, Edwards Street on the west and the Seacliff Golf Course on the south. CD96-27.DOC -2- 05/02/96 11:59 AM REQUEST FOR COUNCIL ACTION MEETING DATE: May 6, 1996 DEPARTMENT ID NUMBER: CD 96-27 B. BACKGROUND: On February 20, 1996 the City Council approved the consent for the pending sale of approximately 448 acres of property governed by the Development Agreement from Chevron Land and Development Company to PLC (Paclaco, Inc. and Paclaco Holdings, Inc.)/MS Vickers, L.P. (Morgan Stanley Real Estate). That sale was not successfully concluded, however, and subsequently, the PLC partnership was restructured. Section 4.2 of the Holly Seacliff Development Agreement requires the City Council 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. While significant public improvements have been finished in the Holly Seacliff Development Agreement area, substantial improvements remain to be completed. Thus, the change in the sale requires City Council review and consent. C. STAFF ANALYSIS AND RECOMMENDATION: According to the letter from PLC dated April 23, 1996, Tiger Real Estate Fund, L.P. and Lennar Corporation have formed a Delaware limited liability company, T/L Huntington Beach, L.L.C., which will be a general partner to PLC with a two thirds interest. This entity will provide most of the debt financing that was offered by Wells Fargo Bank in the previous purchase agreement. The remaining one third interest in PLC will be held by Paclaco Inc. and PLC Holdings (Attachment No. 2). Tiger Real Estate Fund, L.P. is a real estate investment vehicle sponsored by Tiger Real Estate Partners, L.L.C. and Tiger Management Corporation. Its investors include pension funds, endowments and foundations. Lennar Corporation is a publicly traded, national real estate company with developments in Florida, Texas and Arizona. Attachment No. 3 provides a description of each entity. The pending purchase agreement differs from the previous agreement, consented to by the City Council, in three respects: 1) composition of PLC, as described above; 2) financing terms - with the substitution of T/L Huntington Beach, L.L.C. for Wells Fargo Bank; and 3) assignment of interests from MS Vickers, L.P. to MS Vickers II, L.L.C. Responsibility for soil remediation and completion of public improvements remains unchanged from the previous purchase agreement and rests with PLC. Staff has prepared a table, shown on the following pages, comparing the previous and pending sale. Prior to the action by the City Council on February 20, 1996, the City Attorney determined that all of the obligations of the development agreement run with the land covered by the development agreement and with the buyers. The City Attorney has prepared a Certificate of Consent Agreement (Attachment No. 4) which will be signed by the seller, the buyers and the City if consent is provided for the pending sale. CD96-27.DOC -3- 05/02/96 11:59 AM 5/1/96 CHEVRON LAND$DEVELOPMENT' -::.:SALE OF HOLLY.SEACLIFF DEVELOPMENT AGREEMENT PROPERTIES ....::::. . . SUMMARY OF:DEAL POINTS:: able.1 of:2 CITY COUNCIL CURRENT SALE ISSUE APPROVED PRESENTED FOR COMMENTS FEBRUARY 20, 1996 CITY COUNCIL CONSIDERATION 1. Land Involved 448 Acres covered by Holly Seacliff 448 Acres covered by Holly Seacliff No change. Development Agreement No. 90-1 Development Agreement No. 90-1 2.Buyer/Assignee PLC PLC The new partner,TIL Huntington Beach, (General Partnership of Paclaco, Inc. & (A third partner has been added, L.L.C.will have a two thirds interest in PLC. PLC Holdings) TIL Huntington Beach, L.L.C., The remaining one third interest will be held which consists of Tiger Real Estate by the original partners, Paclaco Inc. and PLC Fund and Lennar Corp. Holdings. MS Vickers, L.P. MS Vickers II, L.L.C. (an affiliate of Morgan Stanley Real (The latter is an affiliate of MS Vickers, Estate Fund) L.P. 3.Equity Contribution $64 MM PLC $60 MM PLC Changes source of equity funds. (required to be from one source) ($40 MM from Lennar and $20 MM from Ti er 4. Debt Financing $58 MM Wells Fargo Bank Loan $50 MM Tiger affiliate Reductions in equity and debt financing result $ 6 MM Chevron Land &Dev. from 1) PLC retaining full proceeds from sale of Seacliff Golf Course and Cal Resources PLC required to maintain a$6 MM PLC required to maintain a$10 MM site, and 2) participation of Chevron in working capital reserve working capital reserve (until $50 MM financing. loan repaid) Changes source of debt financing. 5.Closin Date---+Februa 29, 1996 May 9, 1996 Date changed. W 5/1/96 'CHEVRON LANDA DEVELOPMENT SALE:OF HOLLY SEACLIFF:DEVELOPMENT AGREEMENT PROPERTIES SUMMARY OF CITY:INFRASTRUCTURE ANCOMPROVEMENT CONSIDERATIONS (T abli:2 bf'2) CITY COUNCIL CURRENT SALE ISSUE APPROVED PRESENTED FOR COMMENTS FEBRUARY 20, 1996 CITY COUNCIL CONSIDERATION_ 1.Value of Outstanding $43.9 MM $43.9 MM No change in improvement costs. Public Improvements This amount includes$12.7 MM water This amount includes $12.7 MM water Staff recommends that PLC acknowledge the reservoir and $4.5 MM public safety reservoir and $4.5 MM public safety City's right to halt the development process if facility. facility. timely funding/construction of improvements does not occur. 2. Responsibility to PLC PLC No change. Complete Public Improvements 3.Responsibility for Soil PLC,with Chevron oversight&financial PLC,with Chevron oversight&financial No change. RemediationlCleanup participation participation A REQUEST FOR COUNCIL ACTION MEETING DATE: May 6, 1996 DEPARTMENT ID NUMBER: CD 96-27 Future Infrastructure and Improvement Costs Pursuant to the Certificate of Consent to the safe of properties and assignment of rights, duties and obligations under the Agreement, the infrastructure and improvement obligations rest with the buyers. Similar to the previous sale approved by the City Council, PLC will assume responsibility for construction of community infrastructure required by the Agreement. PLC will also assume all of Pacific Coast Homes' balance of park dedication credits, traffic impact fee credits, and is entitled to developer reimbursements for deposits and infrastructure construction. The remaining developer infrastructure responsibilities amount to approximately $43.9 million (Attachment No. 5), as defined in the Holly-Seacliff Development Agreement. If the Developer does not implement such improvements in a timely manner, i.e., in compliance with the Development Agreement, the City may withhold approval of tract maps and building permits until such compliance is achieved. The required $43.9 million in infrastructure improvements does not include the necessary interior infrastructure improvements required to develop each specific tract. Such improvements will be conditioned by the City as part of the normal permit process. As is the City's normal practice, the Developer will be required to furnish to the city performance bonds to assure that said public improvements will be implemented in a timely manner. Infrastructure Improvement Responsibilities The infrastructure improvement responsibilities remain unchanged from the previous sale to which the City Council gave its consent. If the developer no longer implements the "green acres" reclaimed water project concurrently with domestic water lines which serve the Developer's project, as specified in the Holly Seacliff Development Agreement, the City retains the right to withhold subsequent approvals of tract maps, building permits and occupancy of homes. The Holly/Seacliff Development Agreement requires that the Developer fund and construct a 9-million gallon water storage reservoir, associated booster pump stations, a water well and transmission lines. Said funding includes the cost of land acquisition. It is the City's responsibility to find and acquire the land and the Developer's responsibility to reimburse the City for such costs. The City should be acquiring the reservoir site within the next few months. As soon as that takes place, it is the Developer's responsibility to move ahead on reservoir design and construction. The full implementation of a 9-million gallon reservoir, associated booster pump stations, water well and transmission mains from preliminary design through beginning of operation may take as long as one to two years in development even when the Developer acts in a diligent manner. PLC has identified the funding source for the construction of the water reservoir and the fire station as the $1 0 million working capital account. In addition, the partnership agreement CD96-27.00C -6- 05/02/96 11:59 AM J REQUEST FOR COUNCIL ACTION MEETING DATE: May 6, 1996 DEPARTMENT ID NUMBER: CD 96-27 requires the financial partners to make capital contributions to finance costs for which sufficient working capital is not available. The City's financial consultant recommends that PLC clearly define the City's power to halt the development process if these public improvements are not funded and/or constructed per the Development Agreement. Staff concurs with this recommendation and suggests that City consent to the sale be contingent upon the new owners' acknowledgment of the City authority. The potential buyers are in agreement with this contingency. Building releases or building permits should not be denied by the City, as long as the Developer begins implementation of all necessary improvements in the timeline identified by the Development Agreement and as long as the Developer performs in a diligent manner throughout the construction of the reservoir. If the Developer chooses to delay the project for financial or non-project related reasons, the City reserves the right to withhold subsequent approvals of tract maps and building permits. Soil Remgdiation Plan Final Environmental Impact Report No. 89-1 which covers the Development Agreement area requires the Developer to clean up all residential, recreation, commercial, industrial and oil production acreage'to meet the City's standards for clean soil. The Fire Department has evaluated soil remediation plans and has directed the Developer to clean up many areas in the Holly Seacliff area. PLC will assume the responsibility when the pending sale is complete. The Fire Chief has reviewed the documents which list soil remediation responsibilities for the development of the properties included in the sale. The responsibilities of seller and buyer for the remediation of oily soils and hazardous substances for properties in Huntington Beach are addressed in Article 12 of the purchase and sale agreement between Chevron Land and Development (seller) and PLC/MS Vickers II, L.L.C. (buyers) which is summarized below. Both seller and buyers will have specific responsibilities for the remediation of oily soils and hazardous substances to comply with City and other government agency requirements to permit the development of property. Soil remediation responsibilities, after the sale of the Holly Seacliff properties, continue to remain with Chevron U.S.A. Article 12 of the Sales Agreement, specifies dollar limits for Chevron's cleanup activities, which meet or exceed limits established in the current development agreement. Federal, State and local cleanup requirements are not changed as a result of the transfer of property ownership. Staff concludes from the agreement language that all soil cleanup activities will continue in a cooperative effort with PLC and Chevron U.S.A. as previously scheduled. Seller has agreed to reimburse buyer for oily soil remediation costs incurred by buyer for a period of five years (seven years on certain properties). Seller shall be responsible for its remediation costs and the first $20 million in buyer remediation costs, $4.8 million of buyers remediation costs between $20 million and $30 million, and all costs. above $30 million. Seller is obligated to perform any required (� C096-27.DOC -7- 05/02/96 11:59 AM �U REQUEST FOR COUNCIL ACTION MEETING DATE: May 6, 1996 DEPARTMENT ID NUMBER: CD 96-27 long-term monitoring and seller will retain all groundwater rights and obligations in properties sold to buyers. Review of Partnership Agreements of Buyers The City Attorney's Office has reviewed the following legal documents submitted by the Buyers.- A. For the original proposed transfer: 1) Draft General Partnership Agreement of PLC, a partnership made up of Paclaco, Inc., and Paclaco Holdings, Inc. 2) Articles of Incorporation for Paclaco, Inc. 3) Articles of Incorporation for Paclaco Holdings, Inc. 4) Certificate of Incorporation of MS Vickers, Inc. 5) Certificate of Limited Partnership of MS Vickers Limited Partnership 6) Draft agreement letter dated January 31, 1996, outlining the respective rights and obligations of PLC and MSREF II, L.P. 7) Letter dated 215196 from MSREF 11, L.P., explaining its relationship to MS Vickers, Inc., and MS Vickers Limited Partnership. B. For the current proposed transfer: 1) California Certificate of Registration for MS Vickers 11, LLC. 2) Delaware Certificate of Formation of MS Vickers II,.LLC. 3) Application for California Registration of MS Vickers 11, LLC. 4) Letter Agreements dated 12/14/95 and 4/24196 amending original co-bid agreement. 5) Assignment of Asset Sale Agreement from MS Vickers LP to MS Vickers 11, LLC. 6) Draft Second Amended and Restated Partnership Agreement of PLC, a partnership made up of PLC Holdings, GP and T/L Huntington Beach, LLC. 7) Draft Amended and Restated Delaware Certificate of Formation for TIL Huntington Beach, LLC. S) Delaware Certificate of Limited Partnership for Tiger Real Estate Fund, LP and partnership status printout. 9) Delaware Certificate of Incorporation for Lennar Corporation. 10) California Articles of Incorporation for Paclaco Holdings, Inc. 11) California Statement of Partnership of PLC Holdings, GP. 12) California Statement of Partnership of PLC, GP. These documents listed above indicate no reason to withhold the City's consent to the sale of the Holly-Seacliff properties. However, the Buyer should be required to submit final, executed copies of all items submitted as drafts and not final documents. CD96-27.DOC -8- 05/02196 11:59 AM REQUEST FOR COUNCIL ACTION MEETING DATE: May 6, 1996 DEPARTMENT ID NUMBER: CD 96-27 Financial Analysis of Buyers The Director of Administrative Services has evaluated the financial ability of the buyers to perform their obligations under the Development Agreement. The outside financial consulting firm of Keyser Marston Associates was utilized for this analysis due to its expertise in real estate economics, independence, and past work for the City and Redevelopment Agency (see Attachment No. 6). Their conclusion is that PLC has demonstrated the financial ability to meet its obligations under the Development Agreement but, as noted above, recommends that the City's consent be contingent upon the requirements listed in the Recommended Action. Environmental Status: The Holly Seacliff Development Agreement No. 90-1 is covered by Final Environmental Impact Report No. 89-1 which was certified by the City Council on January 8, 1990. No additional environmental review is necessary. Staff has prepared a mitigation measure compliance matrix for Final Environmental Impact Report No. 89-1 which requires the Developer to complete necessary studies and complete the requirements of the studies prior to development. Attachment(s): NumberCity Clerk's Page 1. Holly Seacliff Development Agreement Area Map. 2. Letter from PLC dated April 23, 1996. :....:: 3. Information on Tiger Real Estate Fund and Lennar Corporation 4. Certificate of Consent Agreement. 5. Estimated cost of future improvements. 6. Keyser Marston Financial Report dated May 1, 1996. (a:Vcafor,s%cd96-a2) CD96-27.DOC -9- 05/02/96 11:59 AM �� i i i I _ 'PAACFI IilUl I I l• I f if l I,IJI�I . .. 7A ` I I III I,f1;?i: Ij:l�i i i;�l!I!• -- I. - PARCFL 3 I ELl IS \\\ y�� -� I jam' r Fr T, 3"L I] F-I US NO mossm \` I11.1 II � '10 iTi L.1 it III - \•I�� ; _ `.\\\\�. \`K `� I��. tl �rF61 \ ��\ I \ .�` rARCEI PARCEL 4' \ ` " \ ` �•. � -I CLCIRENIAR I:I 1 � _ —— •\�l„`•'1F \ p,` Z ,iCFL , _\ PA imm-M, \ 1 J l L�r rar I/? \\�A�h`N i'M \\`\;- \ � IN - r/t��r. �;:::�_.{�.:7+! yam. a7(O[. i' \•. \ �'` \\'\ \\\ ��' - t R \\'\\\ ------ FOLLY FACI 11: MAS i LR PLAN ARIA Pi20PE-f2ilES COVERED BY DEVELOPMENT AC;Rr..i MENT Ln PROPERTIES TO ©C ,OLD TO PL C/MSREF AVENUEr ' !7F { O ^ ��::� -� �` '�'' +� \* 'i/ 112+�•I+• - Nour scACLnr � ��� i HTF ``�' WASTER r1A+l aREA ;'. J a�• ; i i • i I i PLC April 23, 1996 Ms.Mary Beth Broeren Associate Planner City of Huntington Beach Department of Community Development 2000 Main Street 2 4 1996 Huntington Beach, CA 92648 Dear Ms. Broeren: The purpose of this letter is to provide you with an update regarding certain changes that have been made to the capital structure of PLC since our last correspondence with you. The following information is summarized from an amendment to the existing PLC partnership agreement which is currently being finalized. Tiger Real Estate Fund, L.P., and Lennar Corporation have formed a Delaware limited liability company(T/L Huntington Beach, L.L.C.)which will be admitted as a general partner to PLC-v%.T'th a 66 2/3% interest. The remaining 33 1/3% interest will be held by Paclaco Inc. and PLC Holdings (both controlled by the Abdulja%vad Family). Prior to the close of escrow on the Chevron land portfolio, capital contributions totaling approximately$60,000,000 will be made by the general partners. In addition to the above capital contributions, an affiliate of Tiger Real Estate Fund will provide an additional $50,000,000 in the form of an acquisition and development loan under substantially the same terms and conditions as those previously negotiated with Wells Fargo Bank. PLC Land Co. remains the Manager of the property with Chris Gibbs having primary responsibility for conducting the day-to-day business of PLC. Attached is a description from counsel on behalf of Tiger Real Estate Fund which provides a description of the fund and a summary of the deal terms for the loan to be made to PLC. Also attached is a summary providing background information on Lennar Corporation. With the capital and financing modifications detailed above, PLC remains committed to the timely development of Seachff and other properties acquired in this transaction. Please do not hesitate to contact me should you have any questions or require further information. Sincerely, PLC Graham Jones Chief Financial Officer 3991 MacArthur Blvd.,Suite 225 Newport Beach,CA 92660 714-752-0630 Fax 714-724-8985 M M z w H H ; LIENNAR CQRPORATM Lennar Corporation is a diverBttied,national real estate company headquartered in Miami, Florida and ranks as One ofAmerica's largest home-building companies. The - Company has built and sold more than 100,000 homes since its inception in 1954 and has successfully grown its earnings through twelve real estate cycles. To compliment its home-building business, Lennar has diversified its core earnings through its financial services and real estate investment divisions. As a homebuilder, the Company ranks as Florida's number one builder and has memingft operations in both Arizona and Texas. Lennes strategy is to profitably expand its market share in these re&=as well as build a significant business in California at a time when the Company believes that market is Gear a cyclical troug. The Company's recent investments in Friendswood Development in Houston and Bramalea in California embody this strategy. The Investment Division of Lemma r is involved in the development, management, and leasing, as well as acquisition and sale of commercial and residential properties and land. With offices in Miami, Atlanta, and Las Angeles,Lennae s current portfolio of investment assets approximates S 1.5 billion. The Company has historically and continues to expect to engage in partnerships with major finucial institutions to acquire and manage deeply discounted portfolios of real estate loam and assets. Established in 1992, the Financial Services division originates residential mortgage loans on a national basis, sells them into the secondary mortgage market and retains sarvunng rights which yield ongoing fee income. This division also provides title insurance and closing services to buyers and invests on its own behalf in rated commercial real estate mortgage-backed securities and other similar assets. The Company's diversified business structure, consistent earning&performance, and conservative capitalization policies have enabled it to achieve a rare investment grade rating from the major credit rating agencies. 1� LAW OOFICIS OF PAUI.. kiASMGS, JAKOFSKY & HkLKL-R MV.,�fL ATLANTA 111-PiLC CM a. PAUL w�wMr.e�R.,il+INC14P'IrG GY�7./[M1pNA1 iAn�C,IIATIC/',7 6UITS"00 SANCOY 4 WASTING. e0O rtALtr,]1eCC 07MOZY, N,C. LZOW6=O p.JAkarsRT tvwr-14,ry-THPna r600n ATNWrA. avcwr-s .nrrvrrrla CWAOLKS M.W40MIC TSLlI.w ONG II+W-1A-3M[1l] 09ANWE COUNTY arrrQr ti�6 t:1"1I1TM FLUVTL'R 3TRCG7 in%%TGWN MILW 1:1A DaWt Ca4NCCTtr'IIi 1...iCY Q06TA'0418A,CAL,rO-NIA Oau0.1/0NO LOS AN4CLC*, CALIFOANIA wL1071-!Nx71 1000 WASH-NOTON 09UIrvAQ0 OOOA-*OFT TCLCrnOP16 I7H1 Oe0'40a0 t•1�w.ruwu.po....9ar,Ow TCL9OW0WZ IMM APIs-OOCO TRi rrrluNC I&O]I 901'7700 w60r LOO ANCAL2a erv149 1999 GCtAN AVCNWC Twit 0I9`224-4065 NCrr TOR14 arrier. CANTA MCNICA. CALIFORNIA$41Or197O '.Nu*ARK AVCNue TCLsewPNC I]IOI 7IOr3iOd F&G1%J1r4LK CIRAI ptT-07QG New v',+nA, NA.,r VOA✓ TC6C/-11ONC INIM ate 1000 TOATO OFFICE F. ARk MOM 9611LCINC.3OTM rLWW W417r,laraTON, AL 4A 914Oar C. P.Q. DOw i" [1 r lC7S*611NOYLVAMIA o0w?a.!r 7/! IC-]C.IUMASA1IA r6nOM0 April 23 199Fi 11rMJ'letivl,.n. O.c,.A000-r Rti00 MrNATb-1Iu.TCIIYO rv7 TXLCONON�! II(11F MM-*Z00 TCLaDwour""I Arn0.6711 wRITCRIO PIRQCT OIAL NUwgCA ..rrl P,rC No. (213) 683-6341 aa846 .l11z� VIA F E IP- L EXPRE88 me. Mary Beth araare- AHBOCiate Plaruaer - City of Huntington Aeadh 2000 Main Street Huntington Beach, California 92548 Re: Pronorsed_Htl<xi .ngts u Dear Me. Broeren: AL your request, the following is (i) a description of Tiger Real Eatnee Partners, L.B. , and (ii) a stmmary of the deal terms for the proposed Huntington Loan to be made to PLC, a Ca I i fnrn i A ger Aral partnership ("PLC") . Summary of Tiger Real Setate Partners, L.P. In trvduc tiaz� Tiger Real Estate Fund, L.P. (the ^Partnership") is a $784 million real estate investment vehicle sponsored by TigCx Real Estate Partners, TI.T1.V. (11TREP") and Tiger Management Corporation (collectively with ir-a affiliates "Tiger") . The Partnership's investors include 28 institutions comprised mainly of public and p=ivttta pension funds, endowments and foundations. The Partnership targets investments in a broad range of real estate related assets, portfolios and companies. The genera] partner of the Partnership is Tiger Real Estate Partners Management, L.L.C. , a Delaware limited liability nnmpnny (the "Genera]. Partner") , which Le jointly owned by TREP and an affiliate of Tiger. TREP is a real estate investment management t � &M.,HASTINGS,JANOrsKL & WALKEi Ms. Sroerorr April 23, 1996 Page 2 company founded in April 1994 by Paul Ji. Kazilioulb and William H. Walton (the "Managing Prinnipals") , who were formerly Bonier exeeutiveb at Morgan Stanley Realty Incorporated ("Morgan Stanley Realty") . Tiger Management Corporation is a pre-eminent global investment manager founded in 19Bo by Julian H. Rohr_rtoon, Jr. The Spewaors Tiger Real Estate Partners Prior to forming TREP, Mr. Kazilionis and Mr. Walton worked together for 12 years at Morgan Stanley Realty, where they were reeponsible lur major real aoLute businesses. Mr. Kazilionis was PrasidPnt of the general partner of The Morgan SLanlev Real Estate Fund, L.P. (collectively with its affiliates, "MSREF") , Morgan Stanley' s sole vehicle Lor principal i.nveaLing In real estate. On behalf of MSREF, Mr. Kazllionfa oversaw the successful acquisition and ongoing management of 1.3 investments, comprising 1 , 500 individual properties located in 3B states, with an aggregate purchace price of approximately $2 billion. Mr. Walton was Morgan Stanley Realty' s most experienced real eutaLe professional prior to co-founding TREP and was an importazit source of i.nveotmenL opportunities fnr MaREF. Mr. Walton was also insLrumuuLal In originating or executing a major rnrr-ion of ito real estate advisor business, including discrete sale and financing assignments, company and pnrtfoliv liquidations and financings, and plac nment of public and private debt and equity. Mr. Walton has been involved with virtually all real estate property rypna and a broad range of transaction structures, and he mair taina an exL'ransive nestwork of domeat3c and foreign relationships. TItEP's core team of 31 investment professionals has extensive real csLaLe investment , management and disposition experience as well as broad-based corporate finance and capital markets expertise. In addition to their experience, the team members bring extensive industry relationehips and a successful real estate investment record to TREP. � b t PAUL.HASTINGS,JANOFSKY & WALKER Me . Broeren April 23, 1996 Page 3 Tiger Management Corporation Tiger currently manages approximately $7 .0 billion through two offshore investment funds, three private limited partnerships and a registered investment company for more than 700 investors, including pension funds, endowments, foundations and numerous prominent individual investors . Tiger believes that real estate is an attractive investmenL sector and has made the Partnership its exclusive vehicle for private real estate investments . Mr. Robertson and other senior Tiger executives are members of the Investment Committee and the- Management Committee of the Genera. Partner, The Partnership accesses T,iger's extensivo macroeconomic and industry-specific research expertise, as wall as its network of worldwide relationships . The Partnership is supported by Tigers comprehensive administrative infrastructure in accounting, reporting, control, information technology and human resources. Terms for the Proposed Huntington Loan The proposed Huntington Loan is on substantially similar terms as the intended but unconsummated loan agreement with Wells Fargo Bank, N.A. , including a provision requiring PLC to mainLain a $10, 000, 000 working capital reserve at all times. The following is a summary of the terms of the Huntington Loan. The Xuatington Loan On the date of the Closing (the "Closing Date" ) , an affiliate of Tiger ("Lender") , will, loan PLC $50, 000, 00o (the "Huntington Lotto") on substantially the same terms and conditions as contained in the loan documents prepared by Wells Fargo Bank, N.A. for an intended but unconsummated loan to PLC to acquire and develop the PLC property. Rey terms of the loan include : (i) a term of two years (the "Initial Term") , (U.) PLC may renew the loan for one year terms up to three times (each, a "Renewal Term") ; provided, that at the time of each such renewal the loan is not in default, (iii) a vaziable interest rato floating over 30-day Libor, (iv) PLC shall be required at all times during the Initial Term or any Renewal Tenn to maintain $10, 000, 000 as PAUL.HASTL GS,JANQFSKy & WALKER Me . Sroeren April 230 1996 Page 4 working capital in a bank account in which Lender shall have a perfected first priority security interest, and (v) all net cash flow shall be applied to the loan until the outstanding loan balance is reduced to $25, 000, 000 . Should you need any additional information, please do not hesitate to contact me. v tru urs, os M. Matos for PAUL, HMT2NGS, JANOFSKY & WALKER -cc: Charles V. Thornton, Esq. u ......................................................................................................... .. ............................. HOLLY SEACLIFF DEVELOPMENT AGREEMENT ENDIff!M" ,"6. fiT E ............................. .................... 'AY'h......... ................................. ............................................................................................................ .......................... • The Holly Seacliff Development Agreement was approved by the City Council on 11/5/90. • The Development Agreement Contract between Chevron and the City runs until 2005. • Chevron Land and Development Co. previously requested that the City Council consent to the sale of 448 acres in the Holly Seacliff area to PLC/MS Vickers, LP. ................................... Ik....................................................................................................................... • Section 4.2 of the Development Agreement states: • Prior to making dedications and improvements required herein, the Developer may sell, assign or transfer the property in whole or in part with the consent of the City, such consent shall not be unreasonably withheld. ..................................... ............................................................................................................... ....................................................................................................................... ................................. con't nt ed} • Upon signing the Development Agreement, the developer had an obligation to construct approximately $62,000,000 in public infrastructure improvements • Since 1990, the developer has spent over $18,000,000 on: • Right-of-way acquisition • Construction of arterial street & landscape medians • Drainage system improvements, and • Fees for paramedic service .......Ak............................................................ ...................S .........��.......................... 2 ................................... .................... ............ ............................... ............................. HISTORY {c©nt�nued) • On February 20,1996 City Council approved the consent for the pending sale of approximately 448 acres of property governed by the Holly Seacliff Development Agreement. • That sale was never concluded, and subsequently, the PLC partnership was restructured, ' Chevron Land and Development Company then entered into a new agreement for the sale and is requesting the City's consent. 'PRESENT}REQUT{ According to PLC and representatives of Pacific Coast Homes, the close of escrow for the land sale is May 9, 1996. Staff has performed due diligence regarding the pending sale of properties in the Holly Seacliff area to PLCIMS Vickers Il, L.L.C. :. 3 ............................s ... .. ....................... -� P'�tFSEM'i{ REQUE�'�{cantinued� ' n _ ..mow.. ... .. .... .... ,:. . ..... .... .._., . ...: .. _ The pending purchase agreement differs from the previous agreement consented to by the City Council in three respects: • Composition of PLC, with the addition of a third party; • Financing terms - with the substitution of TIL Huntington Beach, L.L.C. for Wells Fargo Bank; • Assignment of interests from MS Vickers, L.P. to MS Vickers II, L.L.C. Responsibility for soil remediation and completion of public improvements remains. ..................... ..................................... ......................................... ........7V.. .......... } }PR NT-R�QM Cc�ntKum Pursuant to the Certificate of Consent to the sale of properties and assignment of rights, duties, and obligations under the agreement,the Infrastructure and improvement obligations rest with the buyers. The pending sale is similar to the previous sale approved by City Council, In that PLC will assume responsibility for construction of community Infrastructure required by the agreement. PLC will also assume all of Pacific Coast Homes' balance of park dedication credits, traffic Impact fee credits, and Is entitled to developer reimbursements for deposits and Infrastructure construction. .......... L........................................................................................................................ 4 ..... .... n V{#�IISN 17EfftUS 's{corrtmuad} The cost of public improvements yet to be completed is unchanged at $43.9 million. (If the developer does not implement such improvements in a timely manner, i.e., in compliance with the development agreement, the City may withhold approval of the tract maps and building permits until such compliance is achieved.) ...................................... .................................................................................... ............................... ......................................................................................................................... ................................. UE3' - cQnti—ddy j: The Fire Chief has reviewed the documents which list soil remediation responsibilities and has determined that these obligations will be met. The responsibilities of the seller and buyer for the remediation of oily soils and hazardous substances for properties in Huntington Beach are addressed in Article 12 of the purchase and sale agreement between Chevron Land and Development (seller) and PLC/MS Vickers'II, L.L.C. (buyers) which is summarized. = ......................................................... 5 f ........................................................................................................................V ................................ ;: Revrew}df Partnership Agreements° Byes The Attorney's Office has reviewed the legal documents associated with the buyers. A. For original purposed transfer: • Draft General Partnership Agreement of PLC, a partnership made up of Paclaco, Inc. and Paclaco Holdings, Inc. • Articles of Incorporation for Paclaco, Inc. • Articles of Incorporation for Paclaco Holdings, Inc. >..............................................._................................... .-3 A. For original purposed_transfer: 1continued) • Certificate of Incorporation for MS Vickers, Inc. • Certificate of Limited Partnership of MS Vickers, Inc. • Draft agreement letter dated January 31, 1996, outlining the respective rights and obligations of PLC and MSREF II, L.P. • Letter dated 215196 from MSREF ll, L.P. explaining its relationship to MS Vickers, Inc., & MS Vickers Limited Partnership ................ ............... A .:.......................................................................................................................... 6 ..................... .................................................. ......................................... ................. ............ B. For the current proposed transfer: • California Certificate of Registration for MS Vicker 11, L.L.C. • Delaware Certificate of Formation of MS Vickers 11, L.L.C. • Application for California Registration of MS Vickers 11, L.L.C. • Letter Agreements dated 12114/95 and 4/24/96 amending original co-bid agreement • Assignment of Asset Sale Agreement from MS Vickers LP to MS Vickers 11, L.L.0 r. ..................................... ...................... ... ..................................... .... .............. ...................................................-................................................................- .................................. B. For current purposed transfer: {continued) • Draft Second Amended and Restated Partnership Agreement of PLC, a partnership made up of PLC Holding, GP and T/L Huntington Beach, L.L.C. • Draft Amended and Restated Delaware Certificate of Formation for T/L Huntington Beach, L.L.C. • Delaware Certificate of Limited Partnership for Tiger Real Estate Fund, LP and partnership status printout • Delaware Certificate of Incorporation for Lennar Corp or ...................................... ...................................... ................................................................... .................................................................._.............................................. ............................. B. For current purposed transfer: (continued) • California Articles of Incorporation for Paclaco Holdings, Inc. • California Statement of Partnership of PLC Holdings, GP. • California Statement of Partnership of PLC, GP. :....................... ......... ....................................................................................................................... The Director of Administrative Services and the City financial consultant, Keyser Marston, & Associates, have determined that the buyers have the ability to meet the obligations of the development agreement. Their conclusion is that PLC has demonstrated the financial ability to meet its obligations under the development agreement but, they recommend that the City's consent be contingent upon the items in the recommended action. v S ........................................................................................................................... N RECOAii ENDERAC ACT#CAN • Pursuant to Section 4.2 of the Holly Seacliff Development Agreement approve the request by Chevron Land and Development Co. for the City Council to provide consent for the pending sale of properties to PLUMS Vickers It, L.L.C.; and :<.. :s .. ................ ............................................................... ................................................. ... �$rv������iI�II�NI�Et'�ACTION�cant#nu��d� ' Authorize the Mayor to execute the Certificate of Consent to the Sale of Property and the Assumption of Rights, Duties, and Obligations contingent upon the following: • City Attorney approval of buyer's signatures; • Submittal to City Attorney of final, executed copies of all draft documents reviewed by the City Attorney; • The closing of the Tiger Real Estate Fund acquisition loan under the terms and conditions reviewed by Keyser Marston Associates, Inc.; .....................A,....................................................................................................................... uv: 9 ....................................... .... ...................................................................V..,� . . .......................... RECOMMENDEWACTIZ cant7n ecf • (continued) • The entity receiving the Tiger Real Estate Fund acquisition loan Is exactly the same entity that is being assigned the development agreement obligations; • Written confirmation by the new owners that there will be no refinancing of the project debt or substitution or addition of new equity contributors without the consent of the City which consent shall not be unreasonably withheld; and «, .........................................................................................................................V-............................... :>:REI4A .NUIIO'ntNzcont[nuedi; _ :.i.L. • (continued) • Written acknowledgment by the new owners that the City has the authority under the development agreement to halt the development process if the defined development agreement obligations relating to construction of Infrastructure improvements are not fulfilled. :.a 10 -i= 2/7/96 HOLLYISEACLIFF DEVELOPMENT AGREEMENT REMAINING MAJOR INFRASTRUCTURE COMMITMENTS I. ARTERIAL HIGHWAYS A. GOLDENWEST STREET,YORKTOWN TO ELLIS $4,600,000 B. GARFIELD AVE, GOLDEN WEST TO HUNTINGTON 5,500,000 C. MAIN STREET, YORKTOWN TO HUNTINGTON 2,500,000 D. ELLIS, EDWARDS TO GOLDEN WEST(NORTH SIDE) 1,800,000* E. EDWARDS, ELLIS TO TALBERT 2,500,000* F. GOTHARD, GARFIELD TO MAIN 2,400,000 SUB-TOTAL $19,300,000 II. WATER A. 9 MILLION GAL. RESERVOIR, BOOSTER PUMP STA., WELL 12,700,000 B. GREEN ACRES SYSTEM TO SERVE PROJECT 1,700,000 III. M.P. SEWER FACILITIES TO SERVE THE DEVELOPMENT 900,000 IV. .M.P. DRAINAGE FACILITIES TO SERVE THE DEVELOPMENT 1,800,000 V. PUBLIC SAFETY FACILITY 4,500,000 VI. PARK IMPROVEMENTS 1,650,000 VII. NEIGHBORHOOD PARK MAINTENANCE 100,000 VIII. PARAMEDIC SERVICE PAYMENTS 1225500,000 SUBTOTAL $24,600,000 TOTAL $43,900,000 * THESE TWO ARTERIAL HIGHWAY PROJECTS ARE NOT TO BE FUNDED DIRECTLY BY THE DEVELOPER. THEY WILL BE FUNDED BY CITY TRAFFIC IMPACT FEES, SOME OF WHICH WILL BE PAID BY DEVELOPER. NOTE: THE ABOVE DOES NOT INCLUDE THE SUPPORTING INFRASTRUCTURE NECESSARY FOR EACH SPECIFIC TRACT. THERE IS NO WAY, AT THIS TIME, TO PREDICT WHAT THOSE COSTS WILL BE. WsirdaregairemenWdooi!16637 E-+ U' F-r KEYSER MARSTON ASSOCIATES I ti C. ADvisoits rv: _ REAL ESTATE 500 SU4T]i GRANT] AVENUE, SUITE 1460 �ial',vELoPL.cE`T LO5 ANCEI-55,CALIFORNIA 90031 AFFORDAIL£ROUSING Fmot%v 2131622.8095 ECONO]N:C p8cEL0f9kI2N'] FAX: 2I 3/622-5204 FISCAL.IM'ACr E-MAtt,K+AALA*KMAINC.COM INFRASTAL'CrL'RFFWANCI LITICATION SuPPOPT Lm Anca85 RICHARa L.Bo-rn CALVIN E HOLLS,II KATHLEEN R HEAD SAN VIEGO GeRAw M.Tlumst6 Roun J.VV nmoRE PAUL C.MARRA SAN FA4hCISCO May 1. 1996 r Monte C KELLY KAI%EARLE FUNK DiNmg E.CoNLEY Deesm M.Ke;w Mr. Robert Franz, Deputy City Administrator, birector of Administrative Services City of Huntington Beach 2000 Main Street Huntington Beach, California 92848 Dear Bob: In a letter dated February 9. 1996, Keyser Marston Associates, Inc.- (KMA) evaluated the financial capability of PLC Corporation (PLC) to fulfill the terms of the Holly Seacliff Development Agreement (Development Agreement) between the City of Huntington Beach (City) and Chevron land and Development Co. (Chevron). Subsequent to that review, the identities of the ownership entity, the financing entity and the equity contributors have changed, At your request, KMA has prepared a financial assessment of the proposed modifications to the transaction. In a separate analysis, the City Attorneys office is evaluating the proposed partnership structures. EQUITYIDEBT STRUCTURE Equity Source It is our understanding that the project is proposed to be transferred to a partnership comprised of PLC, Lernnar Corporation and Tiger Real Estate Fund (Partnership). The three identified entitles will provide the following ' equity contributions: Z` t Paz Mr. Robert Franz May 1, 1996 Page 2 Equity Ownership Entity Contribution Percentace Lennar Corporation $40 million! 33-113% Tger Real Estate Fund $20 million 33-113% PLC Unknown' 33-113% Project Lender An affiliate of the Tiger Real Estate Fund (Tiger) Is to provide $50 million in first trust deed financing to the project. The terms of this proposed financing are summarized in correspondence between Paul, Hastings, Janofsky & Walker (Pau(, Hastings) and Me. Mary Beth l9rceren dated April 23, 1996. The salient terms of this financing can be described as follows: 1. The land acquisition loan is due and payable within two years of issuance. The Partnership has the option to extend the loan term for up to three years longer based on agreed upon performance standards, 2. The financing will carry a variable interest rate indexed to the LIBOR rate plus an undisclosed margin. 3. The financing agreement requires the Partnership to maintain a $10 million working capital reserve in a bank account until the loan Is repaid. 4. The cash flow generated by the project must be used to repay the first trust deed financing until the principal balance is reduced to $25 million. The Paul, Hastings correspondence states that the underwriting criteria to be applied by Tiger are essentially equivalent to the standards that were proposed as a part of the previously proposed financing with Wells Fargo Bank. The salient issues considered by KMA in the February, 1996 evaluation, and the current status of these factors can be summarized as follows: evio s Lending History Wells Fargo: Had provided PLC with real estate financing previously, and the loans were serviced in accordance with the loan terms. 'Lemar Corporation and Tiger Real estate Fund contributions are capped at $BO million. PLO contribution must be provided in$S million increments as needed to fund approved pro]ect costs. KE Y S F. R M A RSTO h[ Assoct kT 8s I %( C. Mr. Robert Franz May 1, 1996 Page 3 Tiger. Has not provided financing to the Partnership before. rzolgity Contribution Wells Fargo: The equity amount was set at $64 million, and it was required to be contributed by one source. No additional partners could be added without Wells Fargo's approval. Tiger: The initial equity contribution is set at $60 million. Of this amount, $40 million is to be provided by Lennar and $20 million Is to be provided by Tiger. Any additional equity funds required to Implement the proposed development are to be provided by PLC. 1Norking Cap tal Account Wells Fargo: PLC was required to set-aside $6 million In working capital as a condition of closing the mortgage financing for the project. Tiger: The Partnership is required to set-aside $10 million in working capital as a condition of loan closing. This balance must be maintained until the $50 million in project financing is completely repaid, gouity Verlflcstion Wells Fargo: Wells Fargo had the right to verify that the source of the equity contribution complied with the bank's established standards before the proposed loan would close. Tiger: Mr. Keith Gelb, a Tiger representative, indicated that the $60 million initial equity contribution has been placed in a bank account pending the close of the land sale transaction. Mr. Gelb further stated that Tiger has performed due diligence related to the wherewithal of PLC to contribute equity to the project on an as needed basis. s KEYS HA MARSTOti ASSOCIATES INC. 05-0:�96 12: 12PM PO4 Mr. Robert Franz May 1, 1996 Page 4 Secondary, Financing Wells Fargo: No- secondary financing could be placed on the property. The required equity contribution for the land acquisition and the construction of the improvements required by the Development Agreement was required to be funded with cash rather than with loan funds. Tiger: No secondary financing can be placed on the property with one exception. As a part of the proposed transaction, Chevron will maintain ownership of one parcel with a value of $6 million. The obligation for the partnership to acquire this property is proposed to be secured by a deed of trust. FINANCIAL ISSUES KMA has Identified the following financial issues for consideration, based on our review of the information submitted by the proposed parties to the transaction: 1. KMA reviewed the audited financial statements prepared for Fiscal Year 1995 for two of the proposed equity contributors. The results of this review can be summarized as follows: a. Lennar Corporation (Lennar) has been a going concern since 1954. The corporation is divided into three functional areas: home- building, real estate investments and financial services. The firm has a stated objective of expanding Into the California housing market, which has been evidenced by the recent acquisition of Bramalea Homes' secured debt, and the opening of a Los Angeles office. Lennar currently has assets totaling more than $1.4 billion, and a debt to equity ratio of 55% to 45%. b. Tiger was formed in 1994 for the sole purpose of Investing in real estate. At present, approximately one-third of Tiger's real estate investments are in residential developments (lot sales, home- building and multifamily), while over 53% of their real estate Investments are located in Califomia. The firm currently has Investments with a value in excess of $1 billion, and a debt to equity ratio of 56% to 44%. Keys ER MARSTON A SSOCFA7Es 1 NC. n-3:-96 12: 12PIA P.35 Mr. Robert Franz May 1, 1996 Page 5 2. The originally proposed transaction required the Partnership to obtain $122 million in debt and equity funds. As a part of the currently proposed transaction, this debt and equity contribution has been reduced to $110 million. However, when the required deposit of $10 million in working capital is included, the sum of the required funds is $120 million. This represents a $2 million reduction from the originally proposed transaction. 3. Chevron has agreed to defer conveyance of property valued at $6 million for a period of approAmately three months, and the Partnership anticipates closing the resale of the Seacliff Country Club and the "Shell Strip" simultaneously with the conveyance of the Chevron property to the Partnership. These transactions create approximately $23 million in capital to be used to undertake the proposed scope of development. 4. The Development Agreement requires the property owner to construct public improvements with a total estimated cost of $43.9 million. Of these costs, approximately $17,2 million are .related to the construction of a reservoir ($12.7 million) and a public safety facility ($4.5 million). The Development Agreement requires these improvements to be constructed as soon as the City delivers a suitable site to the Partnership. Tiger has provided written verification that the $10 million working capital account required as a part of the project financing can be drawn upon to fund these costs, in addition, the partnership agreement specifically requires the partners to make capital contributions to finance costs for which sufficient working capital is not available. The partnership agreement Imposes severe penalties on partners that do not fulfill this obligation. 5. The remaining $26.7 million in public improvements can be constructed in phases as the subject property is subdivided. It is our understanding that the City will not Issue building permits for residential development until the public improvements defined in the Development Agreement are completed for that phase of development. CONCLUSIONSIRECOMMENDATIONS KMA compared the February, 1996 cash flow projections that assumed the project was financed by Wells Fargo, to the cash flow protections prepared on March 25, 1996 that assume the project will be financed by Tiger. The results of the that review Indicate that the financial characteristics of the project have not changed materially as a result of the changes In the Identity of the debt provider. K E v5 9 9 M A RSTou A 5 5 0 C I A T 8 3 1 Nc. s Mr. Robert Franz May t, 1996 Page 6 In addition, the KMA financial analysis of the proposed equity partners indicates that Lennar and Tiger have sufficient resources to make the equity contributlons required to acquire the property from Chevron. To maximize the potential for the Development Agreement obligations to be fulfilled after the transfer of the land from Chevron to the Partnership, KMA offers the following recommendations: 1 The City approval of the assignment of the Development Agreement obligations to the Partnership should be contingent on the closing of the Tiger acquisition loan under the terms and conditions outlined in this analysis. . 2. Thp entity receiving-the Tiger acquisition loan should be exactly the same entity as is being assigned the Development Agreement obligations. 3. No refinancing of the project debt or substitution of the equity contributors should be allowed without the express permission of the City, 4. The City and the Partnership have agreed upon the list of public Improvements required by the Development Agreement. The City's power to halt the development process if the defined Development Agreement obligations are not fulfilled should be clearly defined as a part of the approval of conveyance from Chevron to the partnership. It is the KMA conclusion that the Partnership has the financial wherewithal to successfully assume the Development Agreement obligations. However, this conclusion is predicated an the assumption that the transaction structure will be In the form evaluated in this analysis, and that the KMA recommendations outlined above will be Incorporated Into the approval of the conveyance from Chevron to the Partnership. If the Identities of any of the parties to the conveyance are changed, or If the transaction structure Is modified, the results of this KMA analysis will be subject to re-evaluation. Yours very truly, KEYSER MARSTOWASSOCIATES, INC. Kathleen H. Head 3 KEYSER MA RSTON AS S O C I A T E S I N C. C3-01-G6 12 : :2F:: PO ? Aa4l Fi %� Consent to Pending Sale s ` -'- of Properties Located in the Holly Seacliff Development Agreement Area HISTORY" ups Holly Seacliff Development Agreementapproved by the City Council on 11 /5/90. -fµrl t46-Reeme"rr ♦ Development"Contract between Chevron and City seUAIT until 2005 . n �9n� Ald .Oerc��lncnT moo . ♦ Chevron has requested City Council consent fort, -,?-c) the sale of properties in the Holly Seacliff Area to Jt�p PLC/MS Vickers, L.P. AGREEMENT ♦ Section 4.2 of the Development Agreement states: "Prior to making 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 shall not be unreasonably withheld." OBLIGATION -L e .S1,' k7 ' 2 C, 00 -4 e- - - Ve_v. _A 60 eern eri-T- Develo er ha obligation to construct p IP approximately $62,000,000 in public infrastructure improvements. ♦ Since 1990, the Developer has spent over $ 18 ,000,000 on : • Right-of-way acquisition. • Construction of arterial street & landscape medians. • Sewer system improvements. • Drainage system. improvements. • Fees for paramedic service. RESPONSIBILITIES -1-/ i7'ssves ♦ Approximately $44,000,000 in public J 3 9 improvements need to be completed. Lublic CPLC will be responsible fo infrastructure p' Cah! c n; I AC improvements. ��� Cah✓ey�9hCe �� ?) �hl;.�����,♦ Soil clean up will be a shared responsibility , o rcn+cnrtf' between PL /M Vickers, L.P. and Chevron. PLUMS�e�`' �' ° Fire Chief has reviewed soil clean up documents and has determined that all former oil production �t{hLh G areas will be cleaned upCity to standards. )PJ r ) ) ) �rt�/0 1 V e [i �� dad.b /1 7 irj rL 3) Croy AtfoetnrY y) d,w,:..�r-re7s�Tlue -reAL11 ter — ff'-Y-resc i??Rre r re4 CITY ATTORNEY ♦ City Attorney has reviewed : • General Partnership Agreements for PLC and MS Vickers, L.P. aid • Legal documents associated with buyers. ♦ City Attorney has determined that there is no legal reason for the City Council to withhold consent to the pending sale. FINANCIAL SUMMARY ♦ Wells Fargo Bank is expected to approve a loan to � PLC in the amount of $58,000,000 to acquire the properties from Chevron. ♦ PLC will provide $64,000,000 of equity of which � $6,000,000 must be available as working capital. ♦ The Finance Director and the City 's financial consultant have determined that the buyers have the financial ability to meet the obligations of the Development Agreement. a�. RECOMIVIENDATION ♦ Staff recommends that the City Council approve �1 the request for consent for the sale to PLC/MS Vickers, L.P. To ♦ P i as i e a es p s bili ' fo p b A G�eent en7— i E st c re i r e en re ' ed t o ve men gre ent. ooc,z -F�-/ m)qyo -ro x6 c uT� 7"�E ♦ Execute the Certificate of Consent to the Sale of e9?- �1 Properties and Assumption of Rights, Duties and Obligations prepared by the City Attorney. G C41 4-8 oGLn el�' pr�ecGOrR� _ OF oevy eoee'r ' Mr. Robert Franz February 9, 1996 Page 5 RECOMMENDATIONS . To maximize the potential for the Development Agreement obligations to be fulfilled, KMA offers the following recommendations, 1, The City approval of the assignment of the Development Agreement obligations to PLC should be contingent on the closing of the Wells Fargo Bank acquisition loan under the terms and conditions outlined In this analysis. 2. The entity receiving the Walls Fargo Bank acquisition loan should be exactly the same entity as Is being assigned the Development Agreement obligations. 3. All City related responsibilities related to fulfilling the Development Agreement obligations should be completed in a timely manner. City actions should not cause the developer's Development Agreement obligations to remain incomplete after the final lot sales for the subject property have closed. KMA appreciates this opportunity to be of assistance. We are available to answer any questions that may arise. Yours very truly, KEYSER MARSTON ASSOCIATES, INC. Kathleen H. Head cc: Mr. Ray Silver, Assistant City Administrator Mr. Robert Franklin, Associate Planner KH-H:Ip 960%.HT S 14068.0038 KFYSFR MARSTON ASSOCIATES INC. t• Y*�r lladr— � w� F�� .aF �� ,rY�� �� . a�s��G �'� �� �'�"�,� ,� ..����� � ����� �,°y �r�''�� S" 'J C He City of Huntington Beach P.O.BOX 190 CALWOIWIA 92;; From the desk of. CONNIE BROCKWAY CITY CLERK (714)536-5227 qW Mr. Robert Franz ✓v l February 9, 1996 Page 5 RECOMMENDATIONS To maximize the potential for the Development Agreement obligations to be fulfilled, KMA offers the following recommendations: 1. The City approval of the assignment of the Development Agreement obligations to PLC should be contingent on the closing of the Wells Fargo Bank acquisition loan under the terms and conditions outlined in this analysis. Z. The entity receiving the Wells Fargo Bank acquisition loan should be exactly the same entity as is being assigned the Development Agreement obligations. 3. All City related responsibilities related to fulfilling the Development Agreement obligations should be completed in a timely manner. City actions should not cause the developer's Development Agreement obligations to remain incomplete after the final iot sales for the subject property have closed. KMA appreciates this opportunity to be of assistance. We are available to answer any questions that may arise. Yours very truly, KEYSER MARSTON ASSOCIATES, INC. Kathleen H. Head cc: Mr. Ray Silver, Assistant City Administrator Mr. Robert Franklin, Associate Planner KHH:Ip 9W96.HTS 14068.D058 K'-EYs F. R M ARSTON ASSOCIATES JNC. V. Council/Agency Meeting Held:_,Z-20r�(, Deferred/Continued to: ❑ Approved Aconditionally Approved ❑ Denied City Clerk's SignatYre Council Meeting Date: February 20, 1996 Department ID Number: CD 96-02 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Ad>arr' r PREPARED BY: RAY SILVER, Assistant City AdministratorGPX---4 GAIL HUTTON, City Attorneyo&.# ROBERT FRANZ, Deputy City Administrato LES JONES, Public Works Director--e.� MELANIE S. FALLON, Community Dev opm nt Directoryx�AA&l MICHAEL DOLDER, Fire Chief SUBJECT: Request for Consent For Pe ding Sale of Properties in the Holly Seacliff Development Agreement Area Statement t Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments) Statement of Issue: Transmitted for your consideration is a request by Chevron Land and Development Company for the City Council to provide consent to the pending sale of the properties owned by the Huntington Beach Company, Pacific Coast Homes and Seacliff Partners in the Holly Seacliff Development Agreement area to PLC/MS Vickers, L.P.. Section 4.2 of the Holly Seacliff Development Agreement requires the a City Council 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. While significant public improvements have been finished in the Holly Seacliff Development Agreement area, substantial improvements remain to be completed. PLC will assume all of the Developer's obligations for public improvements and dedications According to PLC and representatives of Pacific Coast Homes, the close of escrow for the land sale is February 28, 1996. Staff has performed due diligence regarding the pending sale of properties in the Holly Seacliff area to PLC/ MS Vickers, L.P.. Staff recommends that the City Council provide consent to the sale of the properties to PLC/ MS Vickers, L.P.. Funding Source: Not applicable. REQUEST FOR COUNCIL ACTION MEETING DATE: February 20, 1996 DEPARTMENT ID NUMBER: CD 96-02 Recommended Action: Motion to: "Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, approve the request by-Chevron Land and Development Company for the City Council to provide consent for the pending sale of properties to PLC/MS Vickers, L.P. with the requirement that PLC will assume all responsibilities for community improvements as required by the development agreement and execute the Certificate of Consent to the Sale of Property and the Assumption of Rights Duties and Obligations." Alternative Action: The City Council may make the following alternative motion: "Continue the request for consent for the pending sale of properties in the Holly Seacliff Development Agreement area and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant: Pacific Coast Homes Location: Approximately 450 acres located between Ellis Avenue on the north, Huntington Street on the east, Edwards Street on the west and the Seacliff Golf Course on the south. B. BACKGROUND: On November 5, 1990,-the City Council adopted the Holly Seacliff Development Agreement for the properties owned by Chevron Land and Development Company in the Holly Seacliff area. The development. agreement requires the Developer to provide street and landscaping improvements, dedication of over 41 acres of land for the Linear Park and local parks, fees for fire.and police service and other public improvements. Chevron Land and Development Company and its wholly owned companies Huntington Beach Company, Pacific Coast Homes and Seacliff Partners, have complied with the requirements of the development agreement. Since 1990, the developer has prepared annual monitoring reports and staff has prepared annual compliance reports for the City Council. Each year, the Planning Commission and the City Council have accepted the compliance reports which have stated that the Developer and the City have been in compliance,with the requirements of the development agreement. CD96-02.DOC -2- 02/13/96 10:53 AM 7 1 REQUEST FOR COUNCIL ACTION MEETING DATE: February 20, 1996 DEPARTMENT ID NUMBER: CD 96-02 Staff prepared a compliance report for 1995 and all respective departments indicated that currently the Developer and the City are in compliance with the requirements of the development agreement. The 1995 report was approved by the Planning Commission on January 23, 1996 and the City Council on February 5, 1996. C. STAFF ANALYSIS AND RECOMMENDATION.- According to the letter from Pacific Coast Homes dated December 21, 1995, Chevron Land and Development Company has entered into a purchase and sale agreement with PLC (Paclaco, Inc. and Paclaco Holdings, Inc.)/MS Vickers, L.P. (Morgan Stanley Real Estate) for the sale of the properties in the Holly Seacliff Development Agreement area (Attachment No. 1). Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, the City Council must provide consent prior to the sale of any properties. City consent is needed only for the sale or transfer of properties to buyers not affiliated with Chevron Land and Development Company. The Development Agreement also allows properties outside of the Development Agreement area to receive credit for land dedicated by Chevron for the proposed Linear Park. Chevron controls 448 acres -in the Development Agreement area and all of these properties are permitted to receive credit for land dedicated for the proposed Linear Park. Of the 375 acres Chevron controls outside of the Development Agreement area,.approximately 43 acres are permitted to receive the benefit of land dedicated for the proposed Linear Park. The properties not eligible for land dedication credit are the Palm and Goldenwest area and Shell Lease area located adjacent to Pacific Coast Highway between Goldenwest Street and the Bolsa Chica bluff (150 acres). Section 4.2 of the Holly Seacliff Development Agreement states: "Prior to making 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 shall not be unreasonably withheld". ..."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." The City Attorney has prepared an opinion regarding the assignment and sale in a memo dated October 27, 1995 (Attachment No. 3). The first issue addressed in the opinion is regarding the recent transfer of property to New Urban West, a former partner. Since New Urban West was an affiliate, City Council consent was not necessary. The second issue addresses the question of multiple developers. The City Attorney has determined that all of the obligations of the development agreement run with the land covered by the development agreement and with the buyers. The City CD96-02.DOC -3- 02/13/96 10:53 AM 1 1 REQUEST FOR COUNCIL ACTION MEETING DATE: February 20, 1996 DEPARTMENT ID NUMBER: CD 96-02 Attorney has also prepared a Certificate of Consent Agreement (Attachment No. 4) which will be signed by the seller, the buyers and the City if consent is provided for the pending sale. Future Infrastructure and Improvement Costs Under Development Agreement 90-1, Pacific Coast Homes and Garfield partners are jointly named as Developer. Seacliff Partners, of which Pacific Coast Homes is the majority partner, is the successor in interest to Garfield Partners. Under the Agreement, the Developer is obligated to make certain park land dedications and receive credits to be used to satisfy future subdivision dedication obligations on certain properties within and outside of the Agreement. The Developer is obligated to design, finance and construct certain community infrastructure improvements, with an estimated construction value of $62 million. To the extent that these infrastructure improvements provide capacity in excess of that required to serve the Developer's Project (3,780 residential units, and approximately 200,000 square feet retail and 100,000 square feet office development on Property), the Developer is eligible for reimbursement from fees collected by the City from other benefiting developers. Determination of the Developer's fair share and reimbursement is to be made by the City Council and recommended by staff through the approval of reimbursement agreements. The Developer is also required to construct improvements to Edwards Street and Ellis Avenue for the benefit of the City. The costs of these improvements, estimated at $4.3 million, are to be credited against the Developer's payment of traffic impact fees. The Developer is obligated to pay City development fees applicable to Developer's Project, with the following exceptions: - Developer shall pay a Traffic Impact Fee of $150 per incremental trip (vs. current city fee to $75 per trip), and - Developer shall construct certain water system improvements in lieu of paying the Water Capital Facilities Fee (currently $2,400 per unit). Pacific Coast Homes desires to sell properties covered by the Development Agreement to PLC and MS Vickers, L.P.. Pacific Coast Homes intends to assign and Buyers intend to assume all rights, duties and obligations under the Agreement. A Certificate of Consent to the sale of properties and assignment of rights, duties and obligations under the Agreement has been prepared for execution by City, Pacific Coast Homes and Buyers. Upon the sale of the properties to the buyers, PLC will assume responsibility for construction of community infrastructure required by the Agreement. PLC will also assume all of Pacific CD96-02.DOC -4- 02/13/96 10:53 AM r REQUEST FOR COUNCIL ACTION MEETING DATE: February 20, 1996 DEPARTMENT ID NUMBER: CD 96-02 Coast Homes' balance of park dedication credits, traffic impact fee credits, and is entitled to developer reimbursements for deposits and infrastructure construction. The remaining developer infrastructure responsibilities amount to approximately $43.9 million (Attachment No. 5), as defined in the Holly-Seacliff Development Agreement. If the Developer does not implement such improvements in a timely manner, i.e., in compliance with the Development Agreement, the City may withhold approval of tract maps and building permits until such compliance is achieved. The required $43.9 million in infrastructure improvements does not include the necessary interior infrastructure improvements required to develop each specific tract. Such improvements will be conditioned by the City as part of the normal permit process. As is the City's normal practice, the Developer will be required to furnish to the city performance bonds to assure that said public improvements will be implemented in a timely manner. Infrastructure Improvement Responsibilities If the developer no longer implements the "green acres" reclaimed water project concurrently with domestic water lines which serve the Developer's project, as specified in the Holly Seacliff Development Agreement, the City retains the right to withhold subsequent approvals of tract maps, building permits and occupancy of homes. The Holly/Seacliff Development Agreement requires that the Developer fund and construct a 9-million gallon water storage reservoir, associated booster pump stations, a water well and transmission lines. Said funding includes the cost of land acquisition. It is the City's responsibility to find and acquire the land, and the Developer's responsibility to reimburse the City for such costs. The City should be acquiring the reservoir site within the next few months. As soon as that takes place, it is the Developer's responsibility to move ahead on reservoir design and construction. The full implementation of a 9-million gallon reservoir, associated booster pump stations, water well and transmission mains from preliminary design through beginning of operation may take as long as one to two years in development even when the Developer acts in a diligent manner. - Building releases or building permits should not be denied by the City, as long as the Developer begins implementation of all necessary improvements in the timeline identified by the Development Agreement and as long as the Developer performs in a diligent manner throughout the construction of the reservoir. If the Developer chooses to delay the project for financial or non-project related reasons, the City reserves the right to withhold subsequent approvals of tract maps and building permits. CD96-02.DOC -5- 02/13/96 10:53 AM V REQUEST FOR COUNCIL ACTION MEETING DATE: February 20, 1996 DEPARTMENT ID NUMBER: CD 96-02 Soil Remediation Plan Final Environmental Impact Report No. 89-1 which covers the Development Agreement area requires the Developer to clean up all residential, recreation, commercial, industrial and oil production acreage to meet the City's standards for clean soil. The Fire Department has evaluated soil remediation plans and has directed the Developer to clean up many areas in the Holly Seacliff area. PLC will assume the responsibility when the pending sale is complete. The Fire Chief has reviewed the documents which list soil remediation responsibilities for the development of the properties included in the sale. The responsibilities of seller and buyer for the remediation of oily soils and hazardous substances for properties in Huntington Beach are addressed in Article 12 of the purchase and sale agreement between Chevron Land and Development (seller) and PLC/MS Vickers, L.P. (buyers) which is summarized below. Both seller and buyers will have specific responsibilities for the remediation of oily soils and hazardous substances to comply with City and other government agency requirements to permit the development of property. Soil remediation responsibilities, after the sale of the Holly Seacliff properties, continue to remain with Chevron U.S.A. Article 12 of the Sales Agreement, specifies dollar limits for Chevron's cleanup activities, which meet or exceed limits established in the current development agreement. Federal, State and local cleanup requirements are not changed as a result of the transfer of property ownership. Staff concludes from the agreement language that all soil cleanup activities will continue in a cooperative effort with PLC and Chevron U.S.A. as previously scheduled. Seller has agreed to reimburse buyer for oily soil remediation costs incurred by buyer for a period of five years (seven years on certain properties). Seller shall be responsible for its remediation costs and the first $20 million in buyer remediation costs, $4.8 million of buyers remediation costs between $20 million and $30 million, and all costs above $30 million. Seller is obligated to perform any required long-term monitoring and seller will retain all groundwater rights and obligations in properties sold to buyers. Review of Partnership Agreements of Buyers The City Attorney's Office has reviewed the following legal documents submitted by the Buyers: 1) Draft General Partnership Agreement of PLC, a partnership made up of Paclaco, Inc., and Paclaco Holdings, Inc. 2) Articles of Incorporation for Paclaco, Inc. 3) Articles of Incorporation for Paclaco Holdings, Inc. 4) Certificate of Incorporation of MS Vickers, Inc. a) Certificate of Limited Partnership of MS Vickers Limited Partnership CD96-02.DOC -6- 02/13/96 10:53 AM r REQUEST FOR COUNCIL ACTION .MEETING DATE: February 20, 1996 DEPARTMENT ID NUMBER: CD 96-02 6) Draft agreement letter dated January 31, 1996, outlining the respective rights and obligations of PLC and MSREF II, L.P. 7) Letter dated February 5, 1996, from MSREF 11, L.P., explaining its relationship to MS Vickers, Inc., and MS Vickers Limited Partnership. These documents listed above indicate no reason to withhold the City's consent to the sale of the Holly Seacliff properties. However, the Buyers should be required to submit final, executed copies of item numbers 1 and 6, which were submitted as drafts and not final documents. Financial Analysis of Buyers The Director of Administrative Services has evaluated the financial ability of the buyers to perform their obligations under the Development Agreement. The outside financial consulting firm of Keyser Marsten was utilized for this analysis due to their expertise in real estate economics, their independence, and their past work for the City and Redevelopment Agency (see Attachment No. 6). Their conclusion is that PLC has demonstrated the financial ability to meet its obligations under the Development Agreement. 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. Attachmentts]: City Clerk's Page Number ...................................... 1. Holly Seacliff Development Agreement Area Map. 2. Letter from Pacific Coast Homes Dated December 21, 1995. 3. City Attorney Memo Dated October 27, 1995. 4. Certificate of Consent Agreement. 5. Estimated cost of future improvements. :.....::...: >;.:.: :.:::. ..:: 6. Keyser Marsten Financial Report. (g:Vcaformstd96-02) CD96-02.DOC -7- 02/13/96 10:53 AM wE7, : U. ................... -3 Lr Li Ed Er r—0 z IL tt, j: '15 Iz v P WK Ln Mr------M. ........... —2- —7 n ��_'^'I�J I 7'T..L I.-� � �•�'SI �'i�i I/%�//I r'l '�% /�� '/r rT_//h�• '/� 'I/ ,::/• '.�3, I ............................ N% NN Not RUN 1 .=MAE PCH December 21, 1995 Ms. Melanie Fallon, Director Community Development Department 2000 Main Street Huntington Beach, CA 92648 Subject: City Consent to Transfer of Property Covered by the Holly Seacliff Development Agreement (DA No. 90-1) Dear Melanie: As you know, Chevron Land & Development Company has entered into a purchase and sale agreement with Paclaco, Inc.lMorgan Stanley Real Estate Fund II, L.P. for the sale of the majority of properties owned by Huntington Beach Company, Pacific Coast Homes and Seacliff Partners located in the city of Huntington Beach. A number of properties involved in the sale are covered by Development Agreement No. 90-1 between Pacific Coast Homes and the City, as shown on the attached exhibits. Section 4.2 of the development agreement requires the City to consent to the conveyance of such properties if the conveyance is to a nonaffiliated buyer and if all public improvements required under the agreement have not been completed. By this letter, Pacific Coast Homes formally requests the City to consent to the conveyance of the properties described in attached Exhibits A thru D to Paclaco, Inc./Morgan Stanley Real Estate Fund H, L. P. Under the purchase and sale agreement, the buyers will assume all of the Developer's vested rights as well as all obligations for public improvements and dedications. In this regard Paclaco, Inc: will assume the responsibilities for the community improvements required by the development agreement. Our.'agreement calls for escrow to close on or before January 31, -1996. We would appreciate your scheduling this request for consideration by the City Council at their January 16, 1996 regular meeting. Thank you for your cooperation with this request, and please call me if you have any questions relative to the sale. Very truly yours, . William D. Holman Project Manager Attachment: Legal description of properties to be conveyed cc: Mike Uberuaga, City Administrator Gail Hutton, City Attorney Robert Franklin, Associate Planner i q Cnrr male Nlaia,Suilc__J Nm p rt 3ra;ii.C A 92c oO--?12 - s ATTACHMENT 3-- �l CITY OF HUNTINGTON BEACH '• INTER-DEPARTMENT COMMUNICATION HUNTI%GTON BEACH TO: Melanie Fallon, Director of Community Development FROM: Gail Hutton, City Attorney DATE: October 27, 1995 SUBJECT: Holly-Seacliff Development Agreement RLS 95-611 Background The Holly-Seacliff Development Agreement was approved by the City on November 5, 1990, by Ordinance No. 3080. The effective date of the Agreement was December 5, 1990. Issue 1 Does the City have to approve the sale of a portion of the Holly-Seacliff Project from the partnership to Urban West? swer No. Analysis Under the terms of the Development Agreement, the "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." (H.S.D.A., § 4.3, page 46.) The general rule, therefore, is that the city's consent must be obtained prior to a sale, transfer or assignment. The exception is when the sale, transfer or assignment is to "an affiliate" of the Developer. An affiliate is generally defined as a subordinate, subsidiary, associate or member. In the present case, Urban West is the assignee; as a member of the partnership that is the Developer's legal entity, we believe Urban West qualifies as an "affiliate" of the developer. Thus, the City's Melanie Fallon October 27, 1995 Page 2 approval is not required prior to a transfer, assignment or sale of the property to Urban West. Issue 2 How will the future improvements/fees be divided up among future multiple owners? Answer No division by the City is necessary. Analysis The Development Agreement is between two parties: the City and the Developer. When calculating fees or improvements required by the Agreement, the City only has to calculate what the Developer's obligation or benefit is; how that obligation or benefit is divided up among the various affiliates, assignees, or transferees of the Developer is not a calculation the City is required to make. For example, if the City determines that the Developer's fee for a particular item is $100, the Developer as a whole.must pay $100. If Urban West has a dispute about its share of the $100, that clispute is with the other members of the Developer's legal entity, not with the City. If you have any further questions, please contact me as soon as possible. d4-�� Gail Hutton City Attorney Z W YC.)' Recording requested by, and p when recorded, mail to: 1 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 -Attn: City Clerk CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSU!vIPTION OF RIGHTS, DUTIES-AND OBLIGATIONS BY AI`rD BETVIN'EEN THE CITY OF HUNTfINGTON BEACH PACIFIQCOAST HOMES, GARFIELD PARTNERS. PLC AND MS VICKERS, L.P. 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 (collectively, "Developer"), was recorded in the Official Records of Orange County, California as Document No. 90-599766, and Developer desires to sell portions of the property covered by the Agreement, as described imthe legal description and sketch attached hereto as Exhibits "A" and `B" (the"Property"), with a portion thereof being sold to PLC, a California general partnership, and a portion to MS Vickers, L.P., a Delaware limited partnership (collectively, `Buyers"), and to assign Developer's rights, duties and obligations under the Agreement to Buyers'; 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 Buyers, and Buyers 41s:G:(4)96Agree:Consent wish 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 Buyers to hereby agree and acknowledge as follows: �[J l. CONSENT TO SALE OF PROPERTY C 1 The City hereby consents to the sale of the Property to Buye rs. 2. CONSENT TO ASSIGNENT The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyers. 3. ACKl`OXVLEDGNE T OF RIGHTS DUTIES AND OBLIGATIONS The Buyers hereby acknowledge that by accepting this assignment, they accept 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. REST OF.PAGE NOT USED 2 4is:G;(4)46 Agree:Consent 4. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyers as provided above, Developer shall have no further obligations arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer. DEVELOPER: CITY: PACIFIC COAST HOMES, a California CITY OF HUNTINGTON BEACH corporation a municipal corporation of the State of California by: its: Mayor by: its: ATTEST: City Clerk BUYERS: APPROVED AS TO FORM: PLC, a California General Partnership by: Paclaco, Inc., a California Corporation C'ty Attome c �z6 jQC by: INITIATED AND APPROVED: its: by: its: Director of Comm ty Development MS VICKERS, L.P., a Delaware Limited Partnership by: MS Vickers Corp., a Delaware Corporation, its General Partner its: by: its: 3 41j:G:(4)96Ag€ee:Caos=t HOLLY--SEACLIFF DEVELOPMENT AGREEMENT EXHIBIT "A" RARCEL_1_: (AP NOS. 23-010-10, 12 a 13) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION . OF GOLDENWEST STREET AND MANSION AVENUE AS SHOWN ON A MAP FILED IN BOOK 95, PAGE 20 OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY; THENCE ALONG THE CENTERLINE OF MANSION AVENUE, SOUTH 89040 ' 01 " EAST 1 , 350 . 15 'FEET TO A POINT ON TIM CENTERLINE OF MAIN STREET; THENCE ALONG THE CENTERLINE OF MAIN STREET, NORTH 00019 - 43" EAST 545.92 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG THE CENTERLINE QF MAIN STREET, NORTH 19015' 35" EAST 829. 22 FEET TO A POINT ON - THE CENTERLINE OF CLAY AVENUE; THENCE ALONG THE CENTERLINE OF CLAY AVENUE, NORTH 89041 ' 24" WEST 1136. 80 FEET TO A POINT WHICH IS AT OR NEAR A CENTERLINE POINT OF INTERSECTION OF CIRCLE DRIVE; THENCE ALONG A TRAVERSE LINE THROUGH FOUND MONUMENTATION AT OR NEAR CENTERLINE POINTS OF INTERSECTION OF CIRCLE DRIVE, NORTH 48013' 25" WEST 141 .03 FEET, NORTH 58013 ' 25" WEST 168. 45 FEET, AND NORTH 88013 ' 25" WEST 225.92 FEET TO A POINT ON THE CENTERLINE OF GOLDENWEST STREET; THENCE ALONG THE CENTERLINE OF GOLDENWEST STREET, SOUTH 00°18' 57" WEST 187 . 10 TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG THE CENTERLINE OF GOLDENWEST STREET, SOUTH 00017 ' 56" WEST 1320. 74 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG THE CENTERLINE OF GOLDENWEEST STREET, SOUTH 41038' 50" WEST 11 .86 FEET TO THE POINT OF BEGINNING. PARCEL 2: (AP NOS. 111-130-016 THROUGH 023) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE , . G4RFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27. AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 25, BLOCK 'D' AS SHOWN ON SAID MAP; THENCE EASTERLY ALONG THE NORTH LINE OF LOT 25 AND ITS EASTERLY PROJECTION 330 .00 FEET, MORE OR LESS, TO THE CENTERLINE OF STEWART STREET (SHOWN AS SMELTZER AVENUE ON SAID MAP) BEING 60 . 00 FEET WIDE; THENCE SOUTHERLY ALONG SAID CENTERLINE OF STEWART STREET 1 kDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS— PLANNERS— LAND SURVEYORS 52! 1 7/90 13012COWAN.SUITE 210 • IRVIME, CA 927I4 YIf0.Ifo. — —1 Da1r 1141660-0110 FAX:660-0++t __Enpr. Dl-w Chk. 01 15 PARCEL 2: (CONTINUED) 900.00 FEET, MORE OR LESS TO THE CENTERLINE OF CLAY AVENUE (SHOWN AS CLAY STREET ON SAID MAP) BEING 60. 00 FEET WIDE; THENCE ALONG THE CENTERLINE OF CLAY AVENUE, AS SHOWN ON A MAP FILED IN BOOK 95, PAGE 20 OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, NORTH 89041 ' 24" WEST 185. 28 FEET TO A POINT WHICH IS AT OR NEAR A CENTERLINE POINT :OF INTERSECTION OF CIRCLE DRIVE; THENCE ALONG A TRAVERSE LINE '.THROUGH FOUND MONUMENTATION AT OR NEAR CENTERLINE POINTS OF INTERSECTION OF CIRCLE DRIVE, NORTH 48013' 25" WEST 141 . 03 FEET, NORTH 58°13 ' 25" WEST 168.45 FEET, AND NORTH 88013' 25" WEST 225 .92 FEET TO A POINT ON THE CENTERLINE OF GOLDENWEST STREET, BEING 60. 00 FEET WIDE; THENCE ALONG THE CENTERLINE OF GOLDENWEST STREET, NORTH 00018' 57" EAST 710 .80 FEET, MORE OR LESS, TO THE WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 15, BLOCK 'D' OF SAID GARFIELD STREET ADDITION; THENCE EASTERLY ALONG SAID WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 15 AND THE NORTH LINE OF LOT 15, 330.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARSEL__2: (AP NOS. 111 -140-28 THROUGH 33) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON T.;?E GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 17, BLOCK 'C' OF SAID GARFIELD STREET ADDITION, THENCE WEST 330 . 00 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF SAID LOT 17 AND ITS WESTERLY PROLONGATION .TO THE CENTERLINE OF STEWART STREET (SHOWN AS SM.ELTZER AVENUE ON : SAID MAP) BEING 60. 00 :FEET WIDE; THENCE NORTH 675.00 FEET, MORE OR LESS, TO THE WESTERLY PROLONGATION OF THE CENTER OF LOT 29, BEING 10 FEET WIDE; THENCE EAST 330.00 FEET, MORE OR LESS, ALONG THE WESTERLY PROLONGATION AND THE CENTER OF LOT 29, TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF LOT 13; THENCE SOUTH 675 . 00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 4: (AP NOS. 111 -140-34 THROUGH -35) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH. A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDED OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : 2 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS- ILANNEFS-LAND SURVEYORS L],�R 18012COWAN.SUITE 210 • IRVINE, CA 92714 wo.NQ.F11i��L+�-1�2=1 Data PARCEL 4 : (CONTINUED) BEGINNING AT THE NORTHWEST CORNER OF LOT 21 , BLOCK 'C' OF SAID GARFIELD STREET ADDITION; THENCE EAST 330.00 FEET, MORE OR LESS, ALONG THE NORTH LINE OF SAID LOT 21 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF CRYSTAL STREET (SHOWN AS CRYSTAL AVENUE ON .SAID MAP) 60 . 00 FEET WIDE; THENCE SOUTH 1750 .00 FEET, MORE OR LESS, , ALONG THE CENTERLINE OF CRYSTAL STREET TO ITS INTERSECTION WITH THE :'-.CENTERLINE OF CLAY AVENUE (SHOWN AS CLAY STREET ON SAID MAP) 60.00 FEET WIDE; THENCE WEST, 330. 00 FEET, MORE OR LESS, ALONG THE CENTERLINE OF SAID CLAY AVENUE TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF SAID LOT 21 ; THENCE NORTH, 175 . 00 FEET, MORE OR LESS, ALONG THE SOUTHERLY PROLONGATION AND THE WEST LINE OF SAID LOT 21 TO THE POINT OF BEGINNING. PARCEL 5: (AP NOS . 111-150-18, 22, 23, 26-29, 31-33, 44 & 47) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 23, BLOCK 'S' OF SAID GARFIELD STREET ADDITION; THENCE NORTH 71 ° WEST 149 . 27 FEET ALONG THE SOUTHWESTERLY LINE OF SAID LOT 23 TO THE MOST WESTERLY CORNER OF SAID LOT 23; THENCE NORTH 19° EAST 100. 00 FEET ALONG THE NORTHWEST LINE OF LOT 23 TO THE SOUTHEAST CORNER OF LOT 20; THENCE WEST 149.96 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF LOT 20 AND ITS WESTERLY PROLONGATION TO THE CENTERLINE OF CRYSTAL STREET (SHOWN AS CRYSTAL AVENUE ON SAID MAP) BEING 60 . 00 FEET WIDE; THENCE NORTH 94.55 FEET TO THE WESTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTHERLY 94 . 55 FEET OF LOT 20; THENCE EAST 182 . 52 FEET, MORE OR LESS, TO THE EAST LINE OF LOT 20; THENCE NORTH 19°EAST 300. 00 FEET, MORE OR LESS, ALONG THE NORTHWEST LINE OF LOTS 25, 26 AND 27 TO THE SOUTHEAST CORNER OF LOT 17; THENCE WEST 280 . 50 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF LOT 20 AND ITS WESTERLY PROLONGATION TO THE CENTERLINE OF SAID CRYSTAL STREET; THENCE NORTH 123. 60 FEET ALONG THEmCENTERLINE OF CRYSTAL STREET TO THE WESTERLY PROLONGATION OF THE NORTH LINE OF LOT 17; THENCE EAST 322. 76 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 17 AND ITS WESTERLY PROLONGATIONS TO THE SOUTHWEST CORNER OF LOT 30; THENCE NORTH 2O0 .00 FEET, MORE OR LESS, ALONG THE WEST LINE OF LOTS 30 AND 31 TO THE NORTHWEST CORNER OF LOT 31 ; THENCE EAST 330 . 00 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 31 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF HOLLY STREET (SHOWN AS HOLLY AVENUE ON SAID MAP) BEING 60. 00 FEET WIDE; THENCE SOUTH ALONG THE CENTERLINE OF HOLLY STREET TO ITS 3 VWDEN & HOLLY-SEACLIFF SaC1ATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS— ILANNERS— LAND SURVEYORS 0859-1 62-1 8/7 7/9Q IND12 COWAN,SUITE 210 • IRVINE, CA 92714 1KC-Na. Date FAY M44U12 ff.-. DLW Ps& !♦..• 3 AI )5 - AR EL (CONTINUED) INTERSECTION WITH THE CENTERLINE OF MAIN STREET (SHOWN AS TWENTY- THIRD STREET ON SAID MAP) BEING 120. 00 FEET WIDE, SAID POINT BEING ON A CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 1360.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CENTERLINE OF MAIN STREET TO A POINT OF TANGENCY, SAID POINT BEING NORTH 190 EAST, 290 . 45 FEET, MORE OR LESS, FROM THE CENTERLINE INTERSECTION OF MAIN STREET AND CLAY AVENUE AS SHOWN ON SAID MAP; THENCE SOUTH 19° WEST 217. 98 FEET, MORE OR LESS TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTH LINE OF LOT 2 3; THENCE NORTH 710 WEST 60 . 00 FEET, MORE OR LESS, ALONG SAID SOUTHEASTERLY PROLONGATION TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: LOT 28, BLOCK 'B' AND THE NORTHWEST QUARTER OF THE EAST HALF OF LOT 30, BLOCK 'B' . PARCEL 6: (AP NO. 111-150-47) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 71 PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 11 , BLOCK 'B' OF SAID GARFIELD STREET ADDITION; THENCE NORTH 177 .00 FEET, MORE OR LESS, ALONG THE WEST LINE OF SAID LOT 11 AND ITS NORTHERLY PROLONGATION TO THE NORTH LINE OF SAID SECTION 2; THENCE EAST ALONG THE NORTH LINE OF SAID SECTION 2, 175.00 FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF THE WEST HALF OF LOT 8; THENCE SOUTH 182.00 FEET MORE OR LESS, ALONG THE EAST LINE OF THE WEST HALF OF LOT 8 AND ITS NORTHERLY AND SOUTHERLY PROLONGATIONS TO THE i CENTER OF LOT 39, 10.00 FEET WIDE; THENCE WEST 1 7 5 .00 FEET, MORE OR LESS, ON A LINE 5 . 00 FEET SOUTHERLY AND PARALLEL WITH THE SOUTH LINE OF LOTS 8 THROUGH 11 , TO THE SOUTHERLY PROLONGATION OF THE ` WEST LINE OF LOT 11 ; THENCE NORTH 5 .00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 7 : (AP NOS. 159-281-01 , 02 & 05) ' ; TIiAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: 4 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS— FLANNELS—LAND SURVEYORS 1=12 COWAN,SUfTE210 . IRVINE. CA 92714 WO. No. 0859-162-1 Dat• ALUJ-1(1- 714:660-0140 FAX660dU Enar. DLW CAk. Snaai 01 15 __ PARCEL 7 : (CONTINUED) BEGINNING AT THE NORTHWEST CORNER OF LOT 6, BLOCK 'A' OF SAID GARFIELD STREET ADDITION; THENCE NORTH 32 . 00 FEE, MORE OR LESS, ALONG THE NORTHERLY PROLONGATION OF THE WEST LINE OF -LOT 6 TO THE NORTH LINE OF SAID SECTION 2; THENCE EAST 497 . 15 FEET, MORE OR LESS, ALONG THE NORTH LINE OF SECTION 2 TO ITS INTERSECTION WITH THE CENTERLINE OF MAIN STREET (SHOWN AS TWENTY-THIRD STREET ON SAID MAP) ; THENCE SOUTH 45° WEST 743.80 FEET, MORE OR LESS, ALONG THE CENTERLINE OF MAIN STREET AND ITS SOUTHWESTERLY PROLONGATION TO ITS INTERSECTION WITH THE CENTERLINE OF HOLLY STREET (SHOWN AS HOLLY AVENUE ON SAID MAP) ; THENCE NORTH 395. 15 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HOLLY STREET TO ITS INTERSECTION WITH THE WESTERLY PROLONGATION OF A LINE 5.00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF LOT 33; THENCE EAST 80. 00 FEET, MORE OR LESS, ALONG A LINE 5 . 00 SOUTH AND PARALLEL TO THE NORTH LINE OF LOT 33 TO ITS INTERSECTION WITH THE SOUTHERLY PROLONGATION OF THE WEST LINE OF LOT 6; THENCE NORTH 150.00 FEET ALONG SAID SOUTHERLY PROLONGATION AND THE WEST LINE OF LOT 6 TO THE POINT OF BEGINNING. PARCEL-a: (AP NOS . 111-150-40) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 38, BLOCK 'B' AS SHOWN ON SAID MAP; THENCE EAST 260 .07 FEET, MORE OR LESS, ALONG THE NORTH LINE OF SAID LOT 38 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF HOLLY STREET (SHOWN AS HOLLY AVENUE ON SAID MAP) 60. 00 FEET WIDE; THENCE SOUTH 130.00 FEET, MORE OR LESS,'.' ALONG THE CENTERLINE OF HOLLY STREET TO ITS INTERSECTION WITH THE CENTERLINE OF CLAY AVENUE (SHOWN AS CLAY STREET ON SAID MAP) 60.00 FEET WIDE; THENCE WEST 368.29 FEET, MORE OR LESS, ALONG THE CENTERLINE OF CLAY AVENUE TO ITS INTERSECTION WITH THE CENTERLINE OF MAIN STREET'.- (SHOWN AS TWENTY-THIRD STREET ON SAID MAP) 120. 00 FEET WIDE; THENCE NORTH 190' EAST 147 .82 FEET, MORE OR LESS, ALONG THE CENTERLINE OF MAIN STREET •ITO A POINT THAT IS RIGHT ANGLES TO, AND 30.00 FEET FROM, THE NORTHWEST CORNER OF LOT 38;,� THENCE SOUTH 710 EAST, 30.00 FEET TO THE POINT OF BEGINNING. 5 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS- PLANNERS-LAND SURVEYORS I101]COWAN.SUITE 210 . IRvJNLCA97714 WO. No. 085.9-162--1_ — Dal* e/17/90 7 141 660-01 10 FAX-660a.Nl1 IF a., DLW Chb to—, 5 nr 15 ARCEL (AP NO. 159-282-12) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : BEGINNING AT THE SOUTHWEST CORNER OF LOT 25, BLOCK 'A' OF SAID MAP, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 134, PAGE 38 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 00019' 38" EAST, 90.00 FEET ALONG THE WEST LINE OF SAID LOT 25 AND PARCEL 1'; THENCE SOUTH 89°41 ' 06" EAST 135.00 FEET; THENCE SOUTH 00°19 ' 38" WEST, 120. 00 FEET ALONG THE EAST LINE OF SAID PARCEL 1 AND ITS SOUTHERLY PROLONGATION TO THE CENTERLINE OF CLAY- AVENUE (SHOWN AS CLAY STREET ON SAID GARFIELD STREET ADDITION MAP) ; THENCE NORTH 89041 ' 06" WEST 135.00 FEET, 14ORE. OR LESS, ALONG THE CENTERLINE OF CLAY AVENUE TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF SAID LOT 25 AND -PARCEL 1 ; THENCE NORTH 00019 ' 38" EAST 30 .00 FEET ALONG SAID PROLONGATION TO THE POINT OF BEGINNING. PARCEL 10: (AP NO. 111 -130-10) THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BALSAS, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 11 , BLOCK 'D' OF SAID MAP; THENCE NORTH 177.00 FEET, MORE OR LESS, ALONG THE WEST LINE OF LOT 11 AND ITS NORTHERLY PROLONGATION '1'0 THE NORTH LINE OF SAID SECTION 2; THENCE EAST 50.00 FEET ALONG SAID NORTH LINE OF SECTION 2 TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF LOT 11 ; THENCE SOUTH 182.00 FEET, MORE OR LESS, ALONG THE EAST LINE OF LOT 11 AND ITS NORTHERLY AND SOUTHERLY PROLONGATION TO THE CENTER OF LOT 28, 10. 00 FEET WIDE, SAID POINT BEING 5 . 00 FEET FROM THE SOUTHEAST CORNER OF -LOT 11 ; THENCE WEST 50 . 00 FEET, MORE­OR LESS, ALONG A LINE 5.00 FEET FROM ' AND PARALLEL WITH THE SOUTH LINE OF LOT 11 TO THE SOUTHERLY PROLONGATION OF THE WEST LINE OF LOT 11 ; THENCE NORTH 5.00 FEET TO THE POINT OF BEGINNING. 6 kDEN & HOLLY—SEACLIFF SQCIATES DEVELOPMENT AGREEMENT EXH1131T "A" CIVIL ENGINEERS -PLANNEILS-.LAMD SURVEYORS IDD12 COWAN.SOME 210 • 1RVINL CA 92714 W0.Me. Q559-362-1 Dsto B 11 7 /90 714'66"110 FAX:660-0413 IF._. I]LW r►� e._.. 6 nl 15 1 ` • 1 I THAT PORTION OF THE SOUTH HALF OF SECTION 35, TOWNSHIP OUTH, RANGE 11 WEST, AS SHOWN ON TRACT NO. 7 RECORDED IN BO 9, PAGE 8 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE CO , CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT BLOCK 'E' OF SAID TRACT NO. 7; THENCE SOUTH 328. 00 FEET, MO LESS, ALONG THE WEST LINE OF LOT 3 AND THE SOUTHERLY PROL TION OF SAID WEST LINE TO AN XNTERSECTION WITH THE SOUTH L OF SECTION 35; THENCE WEST 564. 56 PEET, MORE OR LESS, TO TH NTERLINE INTERSECTION OF MAIN STREET PROLONGED SOUTHWESTE AS SHOWN ON SAID MAP; THENCE NORTH 44059 ' 45" EAST 1053 FEET, MORE OR LESS, ALONG SAID CENTERLINE OF MAIN STREET TO INTERSECTION WITH THE CENTERLINE OF HUNTINGTON STREET (SHO S HUNTINGTON* AVENUE ON SAID MAP) 60 . 00 FEET WIDE; THEN( S 414.52 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HOLLY REET TO THE EASTERLY PROLONGATION OF THE NORTH LINE OF LOT 4 - ENCE WEST ON SAID EASTERLY PROLONGATION 30 . 00 FEET fip THE PARCEL 12: (AP NOS. 159-311-02, 03, 04, 05, 06 & 07) THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, AS SHOWN ON TRACT NO. 7 RECORDED IN ROOK 9, PAGE 8 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 9 OF TRACT NO. 37 AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 34 OF MISCELLA14-EOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE EAST, 239. 42 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 9 AND ITS EASTERLY PROLONGATION TO THE CENTERLINE OF HUNTINGTON STREET (SHOWN AS HUNTINGTON AVENUE ON SAID TRACT 37) 60. 00 FEET WIDE; THENCE SOUTH 211 .5E FEET, MORE OR IXSS, ALONG THE CENTERLINE OF HUNTINGTON STREET TO THE CENTERLINE OF MAIN STREET, 120 . 00 FEET WIDE; THENCE SOUTH 44059' 45" WEST 904 .70 FEET, MORE OR LESS, TO A LINE 20 .00 FEET• EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE NORTH 84.86 TEET ALONG A LINE PARALLEL WITH AND 20. 00' FEET EAST FROM THE WEST LINE OF SAID SOUTHEAST QUARTER OF SECTION 35, SAID POINT ALSO BEING70N THE SOUTHWESTERLY PROLONGATION OF THE NORTHWEST LINE OF MAIN STREET, 120.00 FEET WIDE; THENCE NORTH 44059 ' 45" EAST 141 . 44 FEET, MORE OR LESS, ALONG SAID SOUTHWESTERLY PROLONGATION OF THE NORTHWEST LINE OF MAIN STREET, AS SHOWN ON SAID TRACT NO. 7 TO THE SOUTHWEST CORNER OF BLOCK 'B' OF SAID TRACT NO. 7, SAID POINT BEING ON A LINE 120.00 FEET EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER SECTION OF SAID SECTION 35; THENCE NORTH 369 . 51 FEET, MORE 7 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CSVIL ENGINEERS— PLANNEILS- LA14D SUILVEYO S 12012 COWAN.SUITE 210 • IRVINE, CA 92714 W0.No. „ 0859-1 6 2-1 811 7/90 . 711;666-01 16 FAX 660-N 19 s p_. rn ti: r h. 7 m 15 i PARCEL 12: (CONTINUED) OR LESS, ALONG A LINE PARALLEL WITH AND 120.00 FEET EASTERLY FROM THH WEST LINE OF THE SOUTHEAST QUARTER SECTION OF SAID SECTION 35, TO A LINE THAT IS PARALLEL WITH AND DISTANT 1980. 6 FEET SOUTHERLY FROM THE NORTH LINE OF SAID SOUTHEAST QUARTER SECTION; THENCE NORTH 363.42 FEET, MORE OR LESS, ALONG THE WEST LINE OF SAID BLOCK 'B' TO A LINE THAT IS PARALLEL WITH AND DISTANT 1980.6 FEET FROM THE NORTH LINE OF SAID SOUTHEAST QUARTER SECTION; THENCE WEST 75.00 FEET TO A LINE 45.00 FEET EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE NORTH 1411 . 25 FEET, MORE OR LESS, ALONG A LINE PARALLEL WITH AND 45 .00 FEET EAST OF THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35 TO THE SOUTHWEST CORNER OF PARCEL 1 AS SHOWN ON A MAP 'FILED IN BOOK 132, PAGES 35 AND 36 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY; THENCE EAST 614 . 60 FEET, MORE OR LESS, ALONG THE SOUTH LINE OF SAID PARCEL 1 TO THE CENTERLINE OF HUNTINGTON STREET, 60 .00 FEET WIDE; THENCE SOUTH 854.89 FEET, MORE OR LESS, ALONG THE CENTERLINE OF HUNTINGTON STREET TO THE EASTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTH 52.00 FEET OF LOT 7; THENCE WEST 239 . 42 FEET, MORE OR LESS,- ALONG SAID EASTERLY PROLONGATION AND THE NORTH LINE OF THE SOUTH 52. 00 FEET OF LOT 7 TO THE WEST LINE OF SAID LOT 7; THENCE SOUTH 260. 00 FEET, MORE OR LESS, ALONG THE WEST LINE OF LOT 7 AND 8 TO THE POINT OF BEGINNING. PARCEL 1 (AP NOS. 111 -072-02, 03, 04, 05, 07, 08, 09, 10, 11 , 12, 14, 15, 17, 18, 20, 21 , 22, & 23) THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION'35, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF GOLDENWEST STREET (FORMERLY WESTMINSTER AVFNUE) AND ELLIS AVENUE; THENCE EAST 1982. 27 FEET, MORE OR LESS, ALONG THE NORTH LINE OF THE SOUTH-KEST QUARTER OF SAID SECTION 35 TO THE CENTERLINE INTERSECTION OF GOTHARD STREET; THENCE EAST 33 . 82 FEET, MORE OR LESS, ALONG SAID NORTH LINE OF THE SOUTHWEST QUARTER TO A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1000.00 FEET; THENCE SOUTHEASTERLY 339. 26 FEET, MORE OR LESS, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19026' 18" TO A POINT OF REVERSING CURVATURE WITH A CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1000 . 00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 19°26' 18" EAST; THENCE SOUTHEASTERLY 320 . 18 FEET, MORE OR LESS, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18020 - 420' TO AN INTERSECTION WITH A LINE 20 . 00 FEET EAST OF THE EAST LINE OF 8 IVALDEN & HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS— PLANNEAS—LAND SURVEYORS 19012COWAN,SUM 210 • JAVINE, CA 92714 wo. mo. 0859-1 62-1 Onto 8/171 90 714:660-0110 FAX.6EG4/19 Ennr PlW . CAk 9 (m 15 PARCEL - 13: (CONTINUED) THE SOUTHWEST QUARTER OF SAID SECTION 35; THENCE SOUTH 2, 421 .15 FEET, MORE OR LESS, ALONG SAID LINE 20. 00 FEET EAST OF THE EAST LINE OP THE SOUTHWEST QUARTER TO THE CENTERLINE OF MAIN STREET, 120.00 FEET WIDE; THENCE SOUTH 44059 ' 40" WEST, 148.29 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35; THENCE WEST 1320 . 51 FEET, MORE OR LESS, TO THE EAST LINE OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 35, SAID LINE ALSO BEING THE CENTERLINE OF CRYSTAL STREET, 60 .00 FEET WIDE; THENCE NORTH 1055 . 00 FEET, MORE OR LESS, ALONG THE CENTERLINE OF CRYSTAL STREET TO THE NORTH LINE OF BOLSA STREET (NOW KNOWN AS ERNEST AVENUE) 30 .00 FEET WIDE, AS SHOWN ON THE GARFIELD STREET ADDITION TO HUNTINGTON BEACH, A MAP FILED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY; THENCE WEST 1000 . 00 FEET, MORE OR LESS, ALONG THE - NORTH LINE OF SAID BOLSA STREET TO THE SOUTHEAST CORNER OF LOT 19, BLOCK 'F' OF SAID GARFIELD STREET ADDITION; ,THENCE NORTH 263 .00 FEET, MORE OR LESS, ALONG THE EAST LINE OF LOTS 19 AND 20 TO THE NORTHEAST CORNER OF LOT 20; THENCE WEST 320. 00 FEET, MORE OR LESS, ALONG THE NORTH LINE OF LOT 20 AND ITS WESTERLY PROLONGATION TO THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35, SAID LINE ALSO BEING THE CENTERLINE OF GOLDENWEST STREET (SHOWN AS WESTMINSTER AVENUE ON SAID GARFIELD STREET ADDITION) 60 .00 FEET WIDE; THENCE NORTH 1320. 00 FEET, MORE OR LESS, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER OF SECTION 35 AND THE CENTERLINE OF GOLDENWEST STREET, TO THE POINT OF BEGINNING. THAT PORTION-PA ORTION Or FT THE SOUTHEAST QUARTER OF SECTION 34, T SHIP 5 SOUTH, RANGE 1..1 WEST, IN THE RANCHO LAS BOLSAS, AS S ON A KAP ,,RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS S, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLO BEGINNING-- AT THE SOUTHWEST CORNER THE NORTH . HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST TER OF THE SOUTHEAST QUARTER OF-,SAID SECTION 34, SAID POINT 0 BEING THE NORTHWEST CORNER OF TRACT NO. 62, AS SHOWN 0 MAP FILED IN BOOK 1Q, PAGE 7 OF . MISCELLANEOUS MAPS; THE NORTH 396.00 FEET, MORE OR.LESS, TO-THE NORTH LINE OF THE SO 66. 00 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUART OF THE SOUTHEAST QUARTER OF SAID SECTION 34; THENCE EAST . 00 FEET, MORE OR LESS, ALONG LAST MENTIONED NORTH . LINE TO EAST LINE OF SAID SOUTHEAST QUARTER, SAID POINT ALSO BEING CENTERLINE OF GOLDENWEST STREET, 60 .00 FEET WIDE; THENCE S 396 . 00 FEET, MORE OR LESS, ALONG SAID EAST LINE OF SAID 9 ALDEN & HOLLY—SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGI`wEERS— PLANNERS--LANDSURVEYORS MIb.Md 0859-162-1 gat• S 17 90 19012 COWAN.SUITE 210 • IRVINE, CA 92714 714:660-0110 FAX-660.4119 0!.— 11 W P%r C-1 a no l5 DT SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QU R OF SAID SECTION 34; THENCE WEST 660 . 00 FEET, MORE OR LESS, TO HE POINT OF BEGINNING. PARCEL 15: (AP NOS . 110•-200--17, 18, 19 & 20) THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 34, OWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS S WN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAP , RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID SECT 34; THENCE WEST 1980 .00 FEET, MORE OR LESS, TO THE WEST LI OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE SOUT AST QUARTER OF SAID SECTION 34; THENCE NORTH 660.00 FEET, MO OR LESS, TO THE NORTH LINE OF THE SOUTH HALF OF THE SOUTH HALF THE SOUTHEAST QUARTER OF SECTION 34; THENCE EAST 1980 .00 FEET MORE OR LESS, ALONG SAID LAST MENTIONED NORTH LINE TO THE EAST L OF THE SOUTHEAST QUARTER OF SECTION 34, SAID EAST LINE AL BEING THE CENTERLINE OF GOLDENWEST STREET, 60. 00 FEET WIDE; HENCE SOUTH 660. 00 FEET, MORE OR LESS, ALONG SAID EAST LINE OF T SOUTHEAST QUARTER OF SECTION 34 TO THE POINT OF BEGINNING. AR EL 1 : (AP NOS. 110-200-1 , 14 & 22) THAT PORTION OF THE SOUTHE T QUARTER OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN E RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , P E 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFO A, DESCRIBED AS FOLLOWS: BEGINNING AT THE SO H QUARTER CORNER OF SECTION 34, SAID POINT ALSO BEING THE C RLINE INTERSECTION OF GARFIELD AVENUE, 60. 00 FEET WIDE, AND ED S STREET 40 . 00 FEET WIDE; THENCE NORTH 1320. 00 FEET, MORE OR L S, TO THE NORTH LINE OF THE SOUTHWEST QUARTER OF THE SOUTHEAST DARTER FO SAID SECTION 34; THENCE EAST ALONG SAID LAST MENTIO NORTH LINE 660 . 00 . FEET, MORE OR LESS, TO THE NORTHEAST••C R OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE SO ST QUARTER OF SECTION 34; THENCE SOUTH 660 .00 FEET, MORE OR SS, ALONG THE EAST LINE OF THE NORTHWEST QUARTER OF THE SOU T QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34 TO THE NORTH INE OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QU R OF SECTION 34; THENCE WEST 330 . 00 FEET, MORE OR LESS, TO TH NORTHEAST CORNER OF THE WEST HALF OF THE SOUTHWEST QUARTER OF , T SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34;,_ 10 Vy; DEN & HOLLY-SEACLIFF SS OCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS— ILANNULS LAND SURVEYORS 0859-162-1 8/17/90 1901I COWAN,SUITE 210 • IRVINE, CA 42714 WO. No Dale 714;66D-0110 FAX. 660-NII Engr. '111; Chit. Sra.l L of 14� SECTION 34• FEET, MORE OR •LESS, TO THE POINT OF PARCEL 17: (AP NOS. 110-015-56, 57 3 58) THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 34, TOWNSHIP 5 :SOUTH, RANGE 11 WEST, PARTLY IN THE RANCHO LAS BOLSAS AND PARTLY IN THE RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 34 , SAID POINT ALSO BEING 2 . 00 FEET NORTH OF THE CENTERLINE OF GARFIELD AVENUE 60. 00 FEET WIDE AND THE CENTERLINE OF EDWARDS STREET 40.00- FEET WIDE; THENCE NC%TH 00015 ' 54" EAST 50 . 00 FEET ALONG THE EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 34 TO THE POINT OF BEGINNING; THENCE NORTH 89°42 ' 05" WEST 178.97 FEET TO A TANGENT _ CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 2350 . 00 FEET; THENCE NORTHWESTERLY 1156.85 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28012' 19", A RADIAL BEARING BEARS SOUTH 28030 ' 14" WEST; THENCE NON-TANGENT TO LAST MENTIONED CURVE NORTH 63°13' 21 " WEST 98. 14 FEET TO A NON-TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 2355 . 00 FEET, A RADIAL BEARING TO SAID POINT BEARS SOUTH 30053' 28" WEST; THENCE NORTHWESTERLY 591 .88 FEET, MORE OR LESS, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14°24 ' 00" TO THE BOUNDARY LINE OF THE CITY OF HUNTINGTON BEACH, AS SHOWN ON A MAP FILED IN BOOK 92•, PAGES 19 THROUGH 28 OF RECORDS OF SURVEYS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE ALONG SAID CITY BOUNDARY LINE THE FOLLOWING THREE COURSES, NORTH 26049 ' 24" EAST, 287 .04 FEET; SOUTH 89*41 ' 05" EAST 726.01 FEET, NORTH 00017 ' 53" EAST . 780.72 FEET TO THE NORTHWEST CORNER OF PARCEL 2 AS SHOWN ON A MAP . FILED IN BOOK 42 PAGE 25 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY; THENCE ALONG THE NORTH AND EAST LINE OF SAID PARCEL 2 THE FOLLOWING THREE .COURSES; SOUTH 89°34 ' 20" EAST 124.00 FEET; THENCE SOUTH 00017' 53" WEST 120 . 00 FEET; THENCE SOUTH 89034 ' 20" EAST 864.71 FEET, MORE OR LESS, TO THE EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 34 AND THE CENTERLINE OF EDWARDS. STREET; THENCE SOUTH *_ 00015' 30" WEST - 1929. 87 FEET, MORE OR LESS, TO THE 'POINT OF- BEGINNING. 11 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS— PLANNERS - LAND SURVEYORS Ii012 COWAN,SUITE210 • IRVINE. CA 92714 WO No. 0859-162-1 Dot* 8/17190- 71�;6fd-011C FAX e6b8411 En r T}Ll. Chk. Sheol L l pl 15 PARCEL 18: (AP NOS. 110-015-60 & 61 ) THAT PORTION OF THE SOUTHWEST QUARTER AND THE. NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST, PARTLY IN THE RANCHO LAS BOLSAS AND PARTLY IN THE RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: -BEGINNING AT THE CENTER OF SAID SECTION 34, SAID POINT ALSO BEING -THE CENTERLINE INTERSECTION OF EDWARDS STREET, 40. 00 FEET WIDE, AND ELLIS AVENUE, 40 . 00 FEET WIDE, SAID POINT AS SHOWN ON A MAP FILED IN BOOK 92 PAGES 19 THROUGH 28 OF RECORDS OF SURVEYS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE SOUTH 00°16 ' 41 " WEST 329 .97 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 42, PAGE 25 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 89032 ' 15" WEST 988.55 FEET ALONG THE NORTH LINE OF SAID PARCEL 1 ; THENCE NORTH 00°14' 01 " EAST 659 .39 FE.E-T; THENCE SOUTH 89039 ' 57" EAST, 660.03 FEET TO THE EAST LINE OF THE NORTHWEST QUARTER OF SECTION 34 AND THE CENTERLINE OF EDWARDS STREET; THENCE SOUTH 00°16 ' 56" WEST 329 .90 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. FARM LOT 48, BEING THE WEST HALF OF THE SOUTHWEST QU OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTI 4, TOWNSHIP 5 SOUTH, RANGE 11 WEST, PARTLY IN THE RANCHO BOLSA CHICA AND PARTLY IN THE RANCHO LAS BOLSAS, AS SHOWN 0 RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER Or CTION 34, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION EDWARDS STREET, 40 FEET WIDE, AND ELLIS -AVENUE; THENCE NO 660.00 FEET, MORE OR LESS, TO THE NORTH LINE ;OF SAID FARM 8; THENCE EAST 330. 00 FEET, MORE OR LESS, TO THE NORTHEAST R OF FARM LOT 48; THENCE SOUTH 660.00 FEET, MORE OR LESS, _ E SOUTH LINE OF THE NORTHEAST QUARTER OF SECTION 34 AND ERLINE OF ELLIS AVENUE; THENCE WEST 330.00 FEET, MORE OR ..PARCEL 20: (AP NOS. 23-181-34, 110-015--56, 110-200-31 , 110-230-08) BEING A PORTION OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 11 WEST AND. SECTIONS 3 AND 4, TOWNSHIP 6 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, RECORDS, OF ORANGE COUNTY CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 12 VWDEN & HOLLY-SEACLIFF DEVELOPMENT AGREEMENT SOCIATES EXHIBIT "A" CIVIL ENGINEERS— TLANNEILS_. LAND SURVEYOILS 0859-1 62-1 8/1 7/90 18012 COWAN,SUITE 210 • IRYINE, CA 92714 w0.No. Date ' 714,66U-0f i0 FAX 6604418 h -1'_ Ewa, nI.T+ Cht. S �st r Of �, PARCEL 20: (CONTINUED) BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 3; THENCE SOUTH 89042 ' 05" EAST 2639.70 FEET ALONG THE NORTHERLY LINE OF SAID NORTHEAST ONE-QUARTER TO THE NORTHEAST CORNER OF SAID NORTHEAST ONE-QUARTER OF SECTION 3, SAID CORNER BEING THE CENTERLINE INTERSECTION OF GARFIELD AVENUE AND GOLDENWEST STREET AS SHOWN ON THE MAP OF TRACT NO. 7656 RECORDED IN BOOK 295, "PAGES 28 THROUGH 31 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 00016153" WEST 1177 .92 FEET ALONG SAID CENTERLINE OF GOLDENWEST STREET TO A POINT ON THE EASTERLY PROJECTION OF A LINE PARALLEL WITH AN SOUTHERLY 7 . 50 FEET FROM THAT CERTAIN COURSE DESCRIBED•AS "SOUTH 88017 ' 35" WEST 193 .77 FEET" FOR A PORTION OF THE CENTERLINE OF A 15 . 00 FOOT STRIP OF LAND DESCRIBED AS PARCEL "G" OF THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT RECORDED IN BOOK 9943, -PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE LEAVING SAID CENTERLINE OF GOLDENWEST STREET SOUTH 88°17 ' 08" WEST 241 . 54 FEET ALONG SAID PARALLEL LINE; THENCE LEAVING SAID PARALLEL LINE SOUTH 56°04 " 07" WEST 31 .20 FEET; THENCE SOUTH 00055 ' 43" EAST 116. 12 FEET TO A POINT ON THE NORTHERLY LINE OF SAID TRACT NO. 7656, SAID POINT BEING THE BEGINNING OF A NON- TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 800.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 15°41 ' 15" EAST; THENCE WESTERLY 783:80 FEET ALONG SAID CURVE AND SAID NORTHERLY LINE OF TRACT NO. 7656 AND ALONG THE NORTHERLY LINE OF TRACT 7421 RECORDED IN BOOK 302, PAGES 20 THROUGH 23 OF MISCELLANEOUS MAPS ON THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 800 . 00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 40°26' 54" EAST; THENCE NORTHWESTERLY 249. 63 FEET ALONG SAID CURVE AND SAID NORTHERLY LINE OF TRACT NO. 7421 THROUGH A CENTRAL AVENUE OF 17052' 42" THENCE NORTH 00022136" EAST 24.68 FEET; THENCE NORTH 44022 ' 22" WEST 78. 12 FEET;, THENCE SOUTH 48°52 ' 36" WEST 27 . 00 FEET; THENCE SOUTH 79052 ' 36" WEST 248.95 FEET; THENCE SOUTH 00°22 ' 36" WEST 5.90 FEET; THENCE NORTH 89037 ' 24" WEST 72. 36 -FEET; THENCE SOUTH 80035' 37" WEST 262.07 FEET; THENCE SOUTH 56052' 22" WEST 157 .58 FEET; THENCE SOUTH 36°35' 30" WEST 109 .38 FEET;. THENCE SOUTH 43048 ' 10" WEST 151 . 41 FEET; THENCE SOUTH 02*06109" WEST 384 . 31 FEET; THENCE SOUTH 22047 ' 17" WEST 236.88 FEET; THENCE SOUTH 11043 ' 51 " EAST 123 .87 FEET; THENCE SOUTH 35008' 20" EAST 258 .90' FEET; THENCE SOUTH 27*31 ' 58 EAST 336. 22 FEET; THENCE SOUTH 37°12 ' 45" EAST 170.83 FEET; THENCE SOUTH 57019 ' 50" EAST 67 .67 FEET; THENCE NORTH 34015' 43" WEST 68. 56 FEET; THENCE NORTH 47012 ' 59" EAST 106 . 40 FEET; THENCE SOUTH 52033 ' 36" EAST 202.68 FEET; THENCE SOUTH 56002 ' 22" EAST 89 . 12 FEET; THENCE SOUTH 85"36109" EAST 148 . 27 FEET; THENCE SOUTH 42033 ' 44" EAST 151 . 24 FEET; THENCE SOUTH 26013 ' 49" WEST 112 .82 FEET; THENCE SOUTH 47°37 ' C7" WEST 178. 23 FEET; THENCE SOUTH 56031 ' 48" WEST 90. 34 FEET; 13 ALDEN & HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIv1L INGINEERS- PLANNERS- LAND SURVEYORS 11011COWAN.SLITT2100 1RVI NE. CA92714 WO. No 0859-162-1 Data f Z1 '7 /90 714;etd-0110 FAX WO-NJI FA, ni r.%s e.... II . . 15 PARCEL 20: (CONTINUED) THENCE SOUTH 52026' 55" WEST 109 . 64 FEET; THENCE SOUTH 53034' 35" WEST 199 . 31 FEET; THENCE SOUTH 53021 ' 07" WEST 144.84 FEET; THENCE SOUTH 53034 ' 54" WEST 79 .68 FEET; THENCE NORTH 78049' 50" WEST 129. 11 FEET; THENCE NORTH 82°26' 29" WEST 132 . 50 FEET; THENCE NORTH 87053' 06" WEST 142 .58 FEET; THENCE NORTH 88034 ' 45" WEST 482.97 FEET; THENCE SOUTH 79009 ' 09" WEST 427 . 24 FEET; THENCE SOUTH 78011 ; ' 24" WEST 320. 84 FEET; THENCE NORTH 09007 ' 55" EAST 186. 17 FEET; THENCE NORTH 11003 ' 24" EAST 248. 08 FEET; THENCE NORTH 19001 ' 22" EAST 142. 80 FEET; THENCE NORTH 36°57 ' 38" EAST 41 . 06 FEET; THENCE NORTH 35024 ' 38" EAST 689 . 02 FEET; THENCE NORTH 05002 ' 22" WEST 61 . 09 FEET; THENCE NORTH 85°46' 51 " WEST 28. 56 FEET; THENCE SOUTH 53058 ' 25" WEST 49.15 FEET; THENCE NORTH 78051 ' 01 " WEST 62.70 FEET; THENCE SOUTH 59032135" WEST 112.08 FEET; THENCE NORTH 70028' 27" WEST 109 .58 FEET; THENCE NORTH 27044' 02" EAST 108.69 FEET; THENCE NORTH 17029 ' 33" EAST 232 . 75 FEET; THENCE NORTH 09047 ' 41 " EAST 224.74 FEET; THENCE NORTH 06041 ' 28" EAST 218. 10 FEET; THENCE NORTH 12050' 02" EAST 125 . 61 FEET; THENCE _NORTH 11012' 50" WEST 67 .15 FEET; THENCE NORTH 76016' 19" WEST 54. 17 FEET; THENCE SOUTH 68056' 58" WEST 44 . 19 FEET; THENCE SOUTH 13042 ' 05" WEST 241 .82 FEET; THENCE SOUTH 32053 ' 58" WEST 74 .39 FEET; THENCE NORTH 83032 ' 50" WEST 85.42 FEET; THENCE NORTH 84043 ' 58" WEST 68. 77 FEET; THENCE NORTH 53016' 51 " WEST 49 .91 FEET; THENCE NORTH 06004 ' 10" EAST 55.63 FEET; THENCE NORTH 03°04' 00" WEST 150. 41 FEET; THENCE NORTH 45052' 33" EAST 85 .70 FEET; THENCE NORTH 15045 ' 53" EAST 122.97 FEET; THENCE NORTH 44°48' 17" WEST 98. 42 FEET; THENCE NORTH 3500420" WEST 62.07- FEET; THENCE NORTH 49018 ' 15" WEST 427.57 FEET; THENCE NORTH 70042' 04" WEST 751 .89 FEET; TO A POINT ON THE ,NORTHEASTERLY PROJECTION OF THAT CERTAIN COURSE DESCRIBED AS "NORTH 41 °42' 13" EAST 164 .55 FEET" FOR A PORTION OF THE SOUTHEASTERLY LINE OF SEAPOINT STREET (FORMERLY SEAVIEW AVENUE) , 100 .00 FEET IN WIDTH, AS SHOWN ON; THE MAP FILED IN BOOR 166, PAGES 10 AND 11 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 41042 ' 13" WEST 243.13 FEET ALONG SAID NORTHEASTERLY PROJECTION TO THE MOST NORTHERLY CORNER OF PARCEL 1 AS SHOWN ON SAID LAST MENTIONED MAP; THENCE ALONG THE NORTHERLY LINE OF SAID MAP. THE FOLLOWING QOURSES: NORTH 48017 ' 47'.' WEST 100. 00 FEET, SOUTH 41042' 13" WEST 164. 55 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY RAVING A RhDIUS OF 750.60 FEET -AND SOUTHWESTERLY 259.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°49 ' 31 " TO THE MOST NORTHEASTERLY LINE OF THE LAND DESCRIBED IN THAT CERTAIN PARTIAL RECONVEYANCE RECORDED AS INSTRUMENT NO. 82- 222367 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE LEAVING SAID NORTHERLY LINE OF SAID LAST MENTIONED MAP NORTH 42011 ' 18" WEST 360 . 45 FEET ALONG SAID NORTHEASTERLY OF THE ABOVE DESCRIBED PARTIAL RECONVEYANCE TO A POINT ON THE NORTHERLY LINE OF THE HUNTINGTON 14 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS - PLANNERS - LAND SURVEYORS ll0t2 COWAN,SU ITE 2 10 9 1 R VINE, CA 92714 WO. No _0659-162-1 Do,. 8/17/90 714.66"110 FAX.660-0411 --- Engr LLB" ChY. 5hat!LL OI 15 ]!AR!QEL 20: (CONTINUED) BEACH CITY LIMIT BOUNDARY, AS SHOWN ON THE HAP FILED IN BOOK 97, PAGES 35 THROUGH 37 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID BOUNDARY LINE THE FOLLOWING COURSES: SOUTH 89037 ' 14" EAST 91 .97 FEET, NORTH 00015'23" EAST 328.98 FEET, SOUTH 89043.' 03" EAST 660.16 FEET; NORTH 00'19' 15" EAST 328.84 FEET, NORTH 89041 '36" WEST 231 .59 FEET AND NORTH 26049 ' 24" EAST 820.62 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 2355. 00 FEET, A RADIAL LINE TO CURVE BEARS SOUTH 45017' 28" WEST; THENCE LEAVING SAID HUNTINGTON BEACH CITY LIMIT BOUNDARY, SOUTHEASTERLY 591 . 08 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 140241 00"; THENCE SOUTH 63013' 21" EAST 98.14 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A' RADIUS OF 2350. 00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 28°30' 14" WEST; THENCE EASTERLY 1156.85 FEET ALONG SAID CURVE THROUGH X CENTRAL ANGLE OF 28012' 19" TO A POINT ON A LINE PARALLEL WITH AND 50. 00 NORTHERLY FROM THE NORTHERLY LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 3; THENCE SOUTH 890A2 ' 05" EAST 178.97 FEET ALONG SAID PARALLEL LINE TO THE EASTERLY LINE OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 34; THENCE SOUTH 00°15' 54" WEST 50 .00 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. 15 VWDEN & HOLLY-SEACLIFF SOCIATES DEVELOPMENT AGREEMENT EXHIBIT "A" CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS 18012 COWAN.SUITE 210 • IRVINE. CA 92714 MIO.►!o. {]R59-1rti7-1 Dal• Ft jl7lgn 7141""110 FA)L 6E404fi Enpr. DI-t` Cfit. 5ha01 L5_ 01 L 5 - -- -jf ILII TI y' J- P�IRCEL N 1 AaI�C � ! �� PARE _ k_ / I _ CLAY AJI:JVIE— » PARCEL 1 N.T.S. i I _ _ HOLLY—SEACLIFF SPECIFIC PLAN BOUNDARY _ DEVELOPMENT AGREEMENT - - - PARCEL LINES ALDEN & ""` HOLLY—SEACLIFF sSOCIAT£s �"°'�^^°� DEVELOPMENT AGREEMENT 1Ml►Lp7r. J4"7 JrJ A%VJ. C. Jrrrr C!1{!000-610 ►al M°.MI° EXHIBIT 'B' HOLLY-SEACLIFF — — — SPECIFIC PLAN BOUNDARY DEVELOPMENT AGREEMENT PARCEL LINES 1 I 4 I � I I I I N.T.S. ELLIS AVENUE 1 � 1 PARCEL 13 PARCEL 112 OilHN , NA.P�� E I TI. n I I. LL iLl I� a la I I.. F CmL V% c ALDEN �ci >� HOLLY--SEACLIFF SSOCIATES '`"'^ °a DEVELOPMENT AGREEMENT Wait r°+�• n-1 • Iu N�-1.i raL Na-W EXHIBIT 'S' °.•m L •iau a7 1M"1 �n HOLLY-SEACLIFF - SPECIFIC PLAN BOUNDARY DEVELOPMENT AGREEMENT fit PARCEL LIKES I FARCEL 1 re a C' li inr'- _ i 0e Fp i a _ s t� N.A.P. i t•-- �M4RG'CL14 N.T.S. rrl rn Op rn 'a r- x ; r- m 4 to f Ncr[`�QhRX" -+ a D ARCEL. IT AMi8Eti6- 0 c"� PAp f i m Xr rrl -Z1 / `� N.A.P. (( ,, ---OARF1£tR------' 1 T VENUE ' r \�\ 61w W AYENLIE I LU PARCEL 20 w 1 _ HOLLY-SEACI_!FF I r - SPECIFIC PLAN BOUNDARY 1 I I� DEVELOPMENT AGREEMENT 1 PARCEL LINES 1 1 I N.T.S. E'4 L `�" HOLLY-SEACLIFF SSOCIATES DEVELOPMENT AGREEMENT imll twAA. I«n m. fr-WL CA In&# Moo ae"llI ►.L "o-041I EXHIBIT 'B' 0•rID L •LSp 1[7 f wi LaR x .,,J777.77.7-7. s 2/7/96 HOLLYISEACLIFF DEVELOPMENT AGREEMENT REMAINING MAJOR INFRASTRUCTURE COMMITMENTS I. ARTERIAL HIGHWAYS A. GOLDENWEST STREET, YORKTOWN TO ELLIS $4,600,000 B. GARFIELD AVE, GOLDEN WEST TO HUNTINGTON 5,500,000 C. MAIN STREET, YORKTOWN TO HUNTINGTON 2,500,000 D. ELLIS, EDWARDS TO GOLDEN WEST(NORTH SIDE) 1,800,000* E. EDWARDS, ELLIS TO TALBERT 2,500,000* F. GOTHARD, GARFIELD TO MAIN 2,400,000 SUB-TOTAL $19,300,000 II. WATER A. 9 MILLION GAL. RESERVOIR, BOOSTER PUMP STA.,WELL 12,700,000 B. GREEN ACRES SYSTEM TO SERVE PROJECT 1,700,000 III. M.P. SEWER FACILITIES TO SERVE THE DEVELOPMENT 900,000 IV. M.P. DRAINAGE FACILITIES TO SERVE THE DEVELOPMENT 1,800,000 V. PUBLIC SAFETY FACILITY 4,500,000 VI. PARK IMPROVEMENTS 1,650,000 VII. NEIGHBORHOOD PARK MAINTENANCE 100,000 VIII. PARAMEDIC SERVICE PAYMENTS 1,250,000 SUBTOTAL $24,600,000 TOTAL $43,900,000 * THESE TWO ARTERIAL HIGHWAY PROJECTS ARE NOT TO BE FUNDED DIRECTLY BY THE DEVELOPER. THEY WILL BE FUNDED BY CITY TRAFFIC IMPACT FEES, SOME OF WHICH WILL BE PAID BY DEVELOPER. NOTE: THE ABOVE DOES NOT INCLUDE THE SUPPORTING INFRASTRUCTURE NECESSARY FOR EACH SPECIFIC TRACT. THERE IS NOWAY,AT THIS TIME, TO PREDICT WHAT THOSE COSTS WILL BE. hlsinfrarequirements/doc#16637 PCH December 21, 1995 Ms. Melanie Fallon, Director Community Development Department I 2000 Main Street Huntington Beach, CA 92648_ t ` Subject: City Consent to Transfer of Property Covered by the Holly Seacliff.Development Agreement (DA No. 90-1) Dear Melanie: As you know, Chevron Land & Development Company has entered into a purchase and sale agreement ti with Paclaco, Inc./Morgan Stanley Real Estate Fund II, L.P. for the sale of the majority of properties owned by Huntington Beach Company, Pacific Coast Homes and Seacliff Partners located in the city of I Huntington Beach. A.number of properties involved in- the sale are covered by Development Agreement No. 90-1 between Pacific Coast Homes and the City, as shown on the attached exhibits. Section 4.2 of the development agreement requires the City to consent to the conveyance of such properties if the conveyance is to a nonaffiliated buyer and if all public improvements'required under ' the agreement have not been completed. By this letter, Pacific Coast Homes formally requests the City to consent to the conveyance of the properties described'-in attached Exhibits A thru D to Paclaco, Inc./Morgan Stanley Real Estate Fund 11, L. P. Under the purchase and sale agreement, the buyers will assume all of the Developer's vested rights as well as all obligations for public improvements and dedications. In this regard Paclaco, Inc: will assume the responsibilities for the community improvements required by the development agreement. l Our agreement calls for escrow to close on or before January 31; .1996. We would appreciate your :1 scheduling this request for consideration by the City Council at their January lfi, 1996 regular meeting. - 4 Thank you for your cooperation with this,request, and please call me if you have any questions relative to the sale. t Very truly yours, i William D. Holman Project Manager t' Attachment: Legal description of properties to be conveyed cc: Mike Uberuaga, City Administrator a Gail Hutton, City Attorney Robert Franklin, Associate Planner t4 a' 23 Corporate Plana.Suite 25Q New or,Beach.CA 92a6:;-7-912 �" Phone 714.i?I.?i.i,AX 714'29.1:14 I `T i PLC February 5, 1996 RECN7 �r+ FEB 1996 1 2 ' m Mr. Robert Franklin,Associate Planner DE?A-r`!iii;-. Community Development Department COMMUNITY Dj vE" :r.uy r =r- 2000 Main Street `C"� Huntington Beach, CA 92648 Subject: City Consent to Sale of Property and Assignment of Developer's Rights and Obligations under Development Agreement No. 90-1 Dear Mr. Franklin: In response Item 3 in the City's letter dated January 30, 1996, this letter is intended to clarity the respective rights and obligations under the Development Agreement to be assigned from Pacific Coast Homes and Seacliff Partners to PLC and Morgan Stanley Real Estate Fund II, L.P. PLC will assume all Developer Obligations contained within the following sections of the Agreement: Section 2.2.1: Linear Park, including all credits for dedications made by Pacific Coast Homes. To the extent credits exist, PLC may assign credits to MSREF to satisfy the City's requirements for dedications of land or payment of park and recreation in lieu fees in conjunction with the development of properties owned by MSREF or its successor, consistent with the Agreement. Section 2.2.2: Neighborhood Parks, PLC will assume obligations for design, dedication, improvement and initial maintenance of neighborhood parks. Section 2.2.3: Public Right of!jay and Private Streetscape Improvements, with the following clarifications: 2.2.3(a): MSREF will be obligated to dedicate right of way from its properties covered by the Agreement for arterial improvements to Garfield Avenue, Goldenwest Street, Gothard Street and Main Street. PLC will assume the obligation to construct the arterial improvements (Except clay) 2.2.3(b): MSREF will assume the obligation to improve and maintain private perimeter landscaping, fencing, and signage on its properties. 3991 MacArthur Boulevard, Suite 225,Newport Beach, 92660 (714)752-0630 x �4 February 5, 1996 Robert Franklin Page 2 Section_-2.2.4: Traffic__and Circulation Improvements, with the following clarifications: r PLC will assume responsibility for design and improvement of arterials, including costs for City acquisition of third party right of way. 2. .4(b): MSREF will assume the responsibility for design of local streets within subdivisions of its properties, i.e.,the Mixed Development area. 2.2.4(c): PLC will assume the obligation for design and construction of traffic signals identified in the Agreement. In the event that future design and development of the Mixed Development area creates the need for additional signals or modifications to existing signals, MSREF will be responsible for such additional or modified signals. 2.2.4(f): PLC will assume all traffic impact fee credits currently held by Seacliff Partners (approximately S1.3 million). PLC and MSREF will each be obligated to pay traffic impact fees at the time of development of their respective properties, subject to any available credits. To the extent that credits are available, PLC may assign its credits to MSREF or other builders to meet their respective fee obligations for development of their properties. 2.2.4(g): PLC and MSREF will be separately liable as to their respective properties in the event that future fees are required by ordinance. 2.2.4(b) and U). PLC will assume all credits and reimbursements 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, with the following clarifications: 2.2.5(b): MSREF will be responsible for any onsite drainage improvements required for development of its properties. 2.2.5(c): PLC and MSREF will be separately liable for upsizing due to density transfers to their respective properties. 2.2.5(d): PLC will be responsible for undergrounding of overhead utilities associated with arterial widenings. MSREF will be responsible for undergrounding of overhead utilities located on it properties at the time of development. 2.2.5(f1: PLC will be responsible for backbone Green Acres lines; MSREF will be responsible for connections and onsite irrigation systems at the time of development of its properties. 2.2.5(g): PLC will assume all credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. y ;' February 5, 1996 Robert Franklin Page 3 2.2.5(h): PLC will assume all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.6: Fire and Emergency_Medical,with the following clarifications: 2.2.6(b): PLC will assume all obligations, credits and reimbursement due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7: Police,with the following clarifications: 2.2.7(a): PLC will assume 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 Seacliff Partners has already complied with this section by designating a school site and has further entered into an impact mitigation agreement with the Huntington Beach City School District. PLC and MSREF will be separately liable for payment of impact fees to HBSCD for their respective properties per the mitigation agreement. Section 2.2.9: Other Development Controls,with the following clarification: 2.2.9(a): MSREF will assume this obligation. Section 2.2,10: Fees,with the following clarifications: 2.2.10(a). (b). (c). (1). (g) and (I): PLC and MSREF will be separately liable for development fees applicable to the development of their respective properties. 2.2.10(d): PLC and MSREF will be separately liable for payment of any Policy/Fire operating fee adopted by the City applicable to the development of their respective properties. To the extent PLC may have credits under Section 2.2.6(a) PLC may assign such credits to MSREF or other builders to meet their respective fee obligations for the development of their properties. 2.2.10(e): PLC and :MSREF will be separately liable for the payment of water service fees applicable to the development of their respective properties. to the extent PLC may have credits under Section 2.2.5(h), PLC may assign such credits to MSREF or other builders to meet their respective fee obligations for the development of their properties. 2.2.10(h): refer to 2.2.4(f) above. February 5, 1996 Robert Franklin Page 4 We hope this serves to clarify the assumption of and responsibilities for performance of the Developer's obligations under Development Agreement No. 90-1. Sincerely, Christopher C. Gibbs Chief Executive Officer, PLC CCGrk i� w MS PICKERS LIMITED PARTNERSHIP 1999 AVENUE OF THE STARS SUITE 2000 LOSAN'GELES.C LIFOR_VIA 90067-6086 FACSIMILE:(310)203-9703 TELEPHONE:(310j 203-9600 February 7, 1996 cr► Mr. Robert Franklin o Associate Planner Community Development Department ;, 2000 Main Street Huntington Beach, CA 92648 Re: City Consent to Sale of Property and Assignment of Developer's Rights and Obligations Under Development Agreement No. 90-1 Dear Mr. Franklin: The purpose of this letter is to set forth the obligations contained in Development Agreement No. 90-1 (the"Development Agreement")which will be assumed by MS Vickers, L.P., a Delaware limited partnership("MS Vickers"), upon its acquisition of certain properties from Pacific Homes/SeaCliff Partners. MS Vickers will assume those obligations of the Developer under the Development Agreement contained within the following sections: Section 2.23-(Wi MS Vickers will assume the obligation to dedicate rights-of-way from its properties for arterial improvements to Garfield Avenue, GoldenWest Street, Gothard Street and Main Street. Section 2.2.3 W MS Vickers will assume the obligation to improve and maintain private perimeter landscaping, fencing and signage on its properties. MS Vickers will assume the responsibility for design of local streets within subdivisions of its properties(i.e.,the Mixed Development area). Section 2.2.4"- In the event future design and development of the Mixed Development area creates the need for additional traffic signals or modifications to existing traffic signals, MS Vickers will be responsible for such additional or modified signals. Section 2.2.4 - MS Vickers will pay applicable traffic impact fees at the time of development of its properties, subject to any available credits. a+ - Mr. Robert Franklin February 8, 1996 Page 2 Section 2?.41gl: MS Vickers will pay any future fees required by applicable ordinances relating to its properties. Sectim2.2.5(b)l MS Vickers will be responsible for any on-site drainage improvements required for the development of its properties. Section 2.21 c�: NIS Vickers will be liable for any upsixing needed due to density transfers to its properties. Section 2.5 dl MS Vickers will be responsible for the undergrounding of overhead utilities located on its properties at the time of development. Section 2.2.51f): MS Vickers «-ill be responsible for connections and on-site irrigation systems at the time of;:evelopment of its properties. Section 2.2.$: NIS Vickers %mill be responsible for payment of impact fees to the Huntington Beach City School Dstrict for its properties pursuant to the applicable Mitigation Agreement. Section 2.2,9(a): NIS Vi. ers %vill assume this obligation. Section 2.2.1 Q: NIS Vick=rs %vill be liable for the fees applicable to the developmen: of its properties. As set forth in a separate !ewer sent to you by PLC; the remaining obligations under the Development Agreement wi.', be assumed by PLC. Specifically, PLC wilI be responsible for all off-site improvements, evp.n to the extent such off-site improvements relate to the NIS Vickers properties. Sincerely, Jeffrey A. Dritley Director r JAD:gb MORGAN STANLEY REAL 1999.4 ESTATE FUND II, L. P. SUITE 2000 VEVUE OF THE STARS LOS ANGELES,CALIFORNIA 90067-6086 FACSIMILE':(310)203-9703 TELEPHONE:(310)203-9600 February 5, 1996 Department of Community Development City of Huntington Beach 2000 Main Street Huntington Beach, California 92848 Attn: Mr. Robert Franklin, Associate Planner Re: Holly Seacliff Development Agreement Gentlemen: Pursuant to your requests to Mr. Bill Holman in your letters dated January 30, 1996 and February 1, 1996, please consider this letter to be an explanation of the relationship between The Morgan Stanley Real Estate Fund II, L.P. ("MSREF II") and MS Vickers Limited Partnership. MS Vickers Limited Partnership is a Delaware limited partnership, of which a 1% general partner is MS Vickers, Inc., a Delaware corporation. MSREF II owns 88.97% of the stock of MS Vickers, Inc. Additionally, MSREF II owns an 87.88% limited partnership in MS Vickers Limited Partnership. Should you require further information concerning the foregoing, please do not hesitate to give me a call. Very truly yours, Jeffrey A. Dritley Director JAD:cm