HomeMy WebLinkAboutRobert L. Mayer - 1993-06-14 (11) wrY y.
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23 , Section 8 . 5 .
A. Original Lease. Unchanged.
, f
B. New Lease. Delete the phrase "and the Separate
Development Parcels within the Commercial Portion
of the Site. "
24 . Section 9.11 .
A,. Original Lea.ae. Unchanged .
B. New Lease. in the first sentence of Section
a. 9 . 1 (n) , change the phrase "shall keep and maintain
in good order, condition, duality, and repair" to
?4 "shall keep and maintain in first-class condition
s� and appearance and in good first--class order,
condition, quality, and repair. " In addition,
after the first sentence, add the following
sentence:
As used in this Section 9 . 1 (a) , the phrase
"first--class conditir•:111 with respect to the
,. Premises and Impro• oiiients shall mean that the
original Improvements constructed pursuant to
41 the DDA (as referenced in A.rticla vI above) ,
as the same may have been altered or expanded
pursuant to this Lease or reconstructed as a
result of a casualty or condemnation as
fi permitted by this Lease, shall be kept in
first,.•-class repair, quality, and physical
condition and appearance, and that the
Improvements are of at least comparable
quality and value (competed in 1980 Dollars)
of the original Improvements as altered,
� a
expanded, or reconstructed as described above.
In addition, acid the following sentence .after the
first sentence in Section 9 . 1 (b) :
In addition to the foregoing, on or before the
end of the 25th, 50th , and 75th ful'. Lease
Mears, Lessor shall inspect the Premises and
the Improvements to determine whether Lessee
re is in compliance with the req-uirmwents of this
Section 9 . 1 and, if Lessee i r not in
1 compliance, Lessor shall be entitled to
deliver to Losses a Notice of Deficienuy.
EXHIBIT r18e1 to Attackaent go. 5
Pago 10 of 28
08/15/68 FINAL
i
23 . Section 8 . 5 .
A . original Lease. Unchanged.
B, Few Lease. Delete the phrase "and the Separate
Development Parcels within the Commercial Portion
of the Site. "
24 . Section 9 . 1 .
A. Original Lease . Unchanged.
B. New Lease. In the first .sentence of section
9 . 1 (a) , change the phrase "shall keep and maintain
in good order, condition, quality, and repair" to
"shall keep and maintain in first-class condition
j and appearance and in good first-class order,
condition, quality, and repair . " In addition,
after tha first sentence, add the `allowing
sentence:
As used in this Section E . 1 (a) , the phrase
"first-class condition" with respect to the
Premises and Improvemennts shall :Wean that the
original improvements constructed pursuant to
the DDA (as rafererr:ed in Article VI above) ,
as the sane may have been altered or exparjd.ed
pursuant to this Lease or reconstructed as a
result of a casualty or ^ondcmnation as,
permitted by this Lease, shall be kept in
first-class repair, quality, and physical
condition and appearance, and thct the
Improvements are of at least comparable
quality and value (computed in 1988 Dollars)
�f the original Improvements as W.tare:d,
nxpanded, or reconstructed as described above.
In addition,- add the following sentence after the.
first sentence in Section 9. 1 (b) :
In addition to they foregoing, on or before the
end of the 25 th, 50th, and 75th full Lease
Years, Lessor shah, inspect the Prenises and
they Improvements to determine whether Lessee
-! is in compliance with the requirements of this
caution. 9- I and, if Lasses is not in
compliance, Lessor shall be entitled to
_..` daliver to Lessee a Noticee, of Deficiency.
i
► XXBIBIT Or211 to httachment Ma« d
lag* 18 of 84
08/15/88 PINAL
a i
c . In addition, in the last sentence of :section
9 . 1 (b) ,, change the time period of 'ItF;elve ( 12) "
months to "twenty-four (24 ) " months.
25 . Section 10 . 1.
A. Original Lease . Unchanged .
m. New Lease . In Section 10 . 1 (a) , delete the word
"sand" tit the end of paragraph (v) , substitute a
sami-colon for the period at the end of paragraph
(vi) and add V—e word "and" after the semi-colon,
t
and add a riew paragraph ;vii) to read as follows:
(vii) Business interruption or loss of
income and rents insurance in amounts
reasonably satisfactory to Lessor but in no
event less than an amount sufficient to cover
} , all rent payable under this 3,ease and Lessee's
fined operating exper;se:: , both for a period of
twelve (12) months from the date of any
�a
insured loss.
In Section 10. 1 (b) , delete the period after the
word "California" at the end of the first se,rtence
and add the words , "ar:a having a policyholder's
rating of 1A' (excellent) or better, and a
finaancia] rating of 1XI or better, in •best s
Ineurance Reports --- Fire and Oasual.t.y. o "
in addition, ad3 a now paragraph (iii) to Section
10. 1 (c) to read as follows :
( iii) To the extent obtainable, a
s provision to the effact that ar..y amounts
payable by virtue of b,asiness interruption,
loss of earnings, or loss of rents shall be
computed and stated separately in any
settlement entered into by the insurer under
the policy .
re.
2 6 . aect:Lori. .
A. Original Lease. Unchanged.
1 B. Now ZAaae. Delete.
0
ZXRIBIT 11311 to Attachment No. i
Paq* 19 of 24
00/16.0f a s FINAL
a.w& --
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27 . section 16 . 1 .
A . Ordinal Lease. Unchanged .
f
' P. New Lease . in each New Leasn for a hotel pr;)jec:t,
add the following at the end of the first full
paragraph:
t �
It is understood that Lesseu l s entering into a
nanagement contract ox contracts and a
franchise agreement or agreements shall not be
classified as an assignment for purposes of
this Lease ; Lessor' s right to review and
approve the hotel operator(s) and
franchioor (s) shall be as set forth in
Arti.ole :{X below.
In addition, in each New Lease for a hotel project,
substitute a comma for the period at the end of
subparagraph (f) and add the following:
E
provided that all requirements of Article XX
have been not .
28 . Section 18 . 1 .
A . Original Lease. Unchanged.
B. New Lease. In each New Lease .for a hotel project,
r add the follovi:ig subparagraph ;f) to the and of
section 13 . 1:
(f) Lessee' s fai►ure to operate and
maintain the Improvements and/or Premises as a
"First-Class Hotal , " as that term is define&
in Section 7 . 2 above, after receiving a Notice
' of Deficiency from Lessor under Section 9.
nd the expiration of any applicable period tc
correct such dezicier:ry as provided herein.
29. Section 18.5.
n
,
A. original Lease. Unchanged.
A'
B. Few Lease. Add a now Section 18 .5, on.titled "No
Cvaas-Oofaults, " to read in tss entirety as
fol lore s:
28.5 No 4ross-b3faults . Except as
otherwise spot f ca y met forth in this
ZMKIBIT Its" to Attacb sort me. 8
page 88 of 24
08/25/85 MAL
.rim •� ...-
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Lease, a breach or default. by either party
under the Disposition and Development
i Agreement ( "DDA"") entered into between Lessor
a_^.d Lessee on or about August 15, 1988, as the
same may have been amended rroyn time to time,
shall not constitute a breach or default
hareunaer, and a termination, in whole or
part, of the DDA shall not terma.nats or modify
Lessor's or Lessee' s rights or obligations
•, .hRreunde�-, except ac may be specifically set
forth il - Sec!;ion 1 . 5 and Section 2 . 1 , clause
44 (b) , and elsewhere hare::,.
a
,. 30. Article XX.
A. Original Lem. Unchanged.
I
` A. New Lease . Add to each Now Lease on which a hotel
s to be constructed a new Section 20 . 1 , entitled
"Operating Agreement,, " and a new Sect lon 20 . 2.
iS! entit.led "Franchise Agreement, " to rmad in their
entirety as follows :
20. 1 Operating Agreement. Prior to the
Effective Date of this Lease, Lessor has
approved the identity of the propnssd .operator:
of t:iia ho"61 pursuant to Section ^.: of the
DDA.. If at any time during the Term of this
rAasa, Lessee shah, desire to 'h2,.ve the hotel
+ managed or operated by an onti ty other than
tr.s one so approved by Lessor, Lessee shall
submit such matter to Lisscr for Lessor's
t approval .
Within thirty ( 3 0) days after receipt of
LesseV a request for approval of a hotel
f operator, Lessor shall, respond in writing by
at ating what further information, if any,
Lessor. reasonably requires in order to
determine whether or not to approve ckich hotel
operator, Upon receipt of such a timely
response, Lessee shall promptly furnish to
Lessor such further information as may be
reasonably requested.
Losses's request for approval of at hotel
operator ahall be deemed complete thirty (30)
days after Lsssor's receipt +tlhereof, if no
timely response requesting further information
is delivered to Lessee, or, it such a timely
aF
response requesting further informatioA i�m
RKRIBIT 9"KII to Attachment No. d
page 21 of 24
08/15/88 FINAL
received , on the date that Lesser delivers
such additional .information to Lessor
(provided that L'•essseetss additional information
is responsive to Lessor's request; . Once
Lessee's raquest for approval of a hotel
operator has been accepted as complete or is
deemed complete, Lessor shall not be entitled
to demand additional information or tc
disapprove the request on the basis that
Lessee has not furnished adsagvate or complete
information.
Lessor shall approve or disapprove each.
1 proposed hotel operator within forty-five (4 5;
days at'Zor Lessee's request for such approval
is accepte'-- as complete or is deemed complete ,
Approval will not be unreasonably withheld and
shall be given if Lessee demons::rates that the
proposad operator is a cnpablse, competent, and
y axperienced operator of "First-Class Hotels"
Miiailar in quality, size, and type as required
to be maintained on the Premises pursuant to
this L?asse. If Lessor shall disapprove a
hotel operator, Lessor shall do - ao ,`y written
notice to Lessee. stating the r 3asont, for such
disapproval .
Notwithstanding an other g y provision of
this Lease to the contrary, in the event that
Lessee meets the qualifications set forth
above for an approved hotel operator, nothing
-� in this Lease shall ba interpreted to prevent
Lessee from operating and managing the hotel
itself.
20.2 Franchise Agreement. Prior to the
i Effective bate of this Lease, Lessor has
approved the identity of the proposed
franchisor of the rote':. pursuant to Section
06 of the D A. If at any time during the
Term of this .Lease, Lessee shall desire to
enter into P. ' franchise agreement with any
entity other, than the franchisor so approved
by L`eascr, Lussee shall submit such matter to
Lessor for Lessor's approval.
Within thirty (30) days after, receipt of
' Lessisss ee t s request for approval of a hotel
franchisor Tresstsss or shall respond in writing by
stating what further information, if any,
i Lessor reasonably requires in order to
determine whether or not to approve such hotel
InINI f 1120+ to Attachment Xv i, i
lags =8 of 34
08/13/88 FINAL
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franchisor. Upon receipt of such a timely
response, Less se shall pror+pt.ly furnish to
R Lessor such further information as may be
c reasonably requested.
Lessor's request for approval of a hotel
franchisor shall be deemed complete thirty
ti (30) days after Lessor's receipt thereof, if
rip timely r25ponsa requesting further
information is del.,ivered to Lessee, or. , if
such a t:.meiy response request4ntj further
information is received, on the date that
Lessee delivars such additional information to
Lessor (provided that Lessee's additional
information im responsive to Lessor's
request) . once Lessee' s request for approval
of a hotel franchisor has been accepted as
complete or is deemed complete, Lessor shall
not be entitled to demand additional.
_ information or to disapprove the request on
the basis thr,t Lessee has not furnished
adoquate or complete information.
Lessor t:hall :improve or. disapprove each
j such proposed hotel franchisor within forty-
.A (45) days after Lessee's request for such
approval is accr..pted as comp:.'ete or is deemed
complete. Adproval will not be. unreasonably
withheld and shall be given if Lessee
demonstrates that- the proposed franchisor is a
capable, competent, and expekienced franchisor
of "First-Class Hotels" similar in g17ality,
sire, and type as set forth in Section 9 . 1 (b)
above. if Lessor shall disapprove a proposed
hotel franchisor, Lessor shall do so by
written notice to Losses stating the reasons
for such disapproval .
i
Notwithstanding any other provision of
this Lease to the contrary, i;. the event
Lessee meets the qualifications set forth
above for an approved hotel franchisor,
nothing in this Lease shall be interpreted to
prevQnt Lessee from operating and managing the
hotel itself (without a franchise agreement
with soma other entity) .
' 9
XMIX81T "A" to Atta chmeft Uo. d
Page 23 of 94
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' NXIIXBZT fall to Attachment
Page 24 of 24
08/15/88 FINAL
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07310 0911116 R
TICOF TITLE: INS'URoNCE COMPANY OF CALIFORNIA
DESCRIPTION :
TWAT F'OF'TION OF FRACTIONAL SECTIUN 14 , TOWNSHIP 6 SOUTH, RANGE 11 WEST, SAN
NERNPRDINO IPA S'E AND MEPIDIAN, IN RANCHO LAS EfOL.SAS, IN THE GITY OF HUNTINGTON
BEACH, COUNTY OF URANGE, STATE OF CAL. IFORNIA, AS PER MAP RECORDED IN HOOK 51 ,
PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS :
COMMENCING !�T 1'HF; MOST SO— ASi ERLY TERMINUS OF THE SGU154EASTF'RLY
RIGHT-CF-WAY LINE OF HUNTINGTON AVENUE. AS DESCRIBED IN THAT CERTAIN AMENDMENT
TO LEASE , RECORDED IN BOOK 5978 , PAGE 910o OFFICIAL RECORDS, (SAID
RIGHT-OF-WAY LINE CITED IN SAID AMENDMENT TO LEASE AS NORTH . J7 DECREES 54
MINUTES 51 S'ECCNDS EAST 299. 35 FEET) ; THENCE SOUTHWESTERLY ALONG A
PROLONGATION OF SAID RIGHT-OF-WAY LINE TO THE POINT OF INTERSECTION WITH THE
NORTHEASTERLY LINE OF' THAT S' f R I P OF' LAND DESCRIBED 1.4 THAT CERTAIN INDENTURE,
RECORDED IN TOOK 139, PAGE 9 OF DEEDS, RECORDS Or.. SLID COUNTY, SAID POINT Or"
INTE .-SECTION PE:ING THE TRUE: POINT OF BEGINNING; THENCE CONTINUING
S'OUT WES'TERL.Y ALONG SAID PROLONGATION OF SAID RIGHT-OF-WAY LINE TO A POINT OF
j INTERSECTION k'Ii'H THE �.INF� OF' ORDINARY HIGH TIDE OF THE F'ACXF'TC OCEuN; THENCE
SOUTHEASTERLY ALONG SAID ORDINARY HIGH TIDE LINE TO A POINT OF INTERSECTION
11KTH THE EASTERLY LINE OF SAID SECTION 141 THENCE NORTHERLY ALONG SAID
MASTERLY LINE OF SAID SECTION! 1 -4 TO A POINT OF INTERSECTION WITH THE
SOUTHWESTERLY LINE OF A STRIP OF LAND DESCRIBED IN THAT CERTAIN CORPORATION
GRANT DEED, RECORDED IN BOOK 239, PAGE 213 OF DEEDS, RECORDS OF SAID COUNTY ,
(SAID SOUTHWESTERLY LINE CITED IN SAID DEED AS NORTH 53 DEGREES 06 MINU'T l
WEST 2579. 28 FEET, MORE OR LESS) ; THENCE NORTHWESTERLY ALONG SAID
SOUTHWESTERLY 6.INE 1'0 THE MOST S'OUTOERLY SCUTHEASTERLY CORNER OF A PIECE OF
PARCEL OF LAND DESCRIBED IN THAT CERTAIN INDENTURE, RECORDED IN BOOK 5061 FACE
448 OF OFFICIAL RECORDS ; THENCE AMONG THE SOUTHERLY LINE THEREOF NORTH 6E3
DEGREES 56 MINUTES WEST 193 .98 FEET TO THE POINT OF INTERSECTION! WITH THE
NORTHEASTERLY LINE: OF THAT' STRIP OF LAND DESCRIBED TN THAT CERTAIN INDENTURE
RECORDED IN BOOK 13V, PAGE 9 OF DEEDS, RECORDS OF SAID C(` NTY ; THENCE
NORTHOES'TERLY ALONG SAID NORTHEASTERLY LINE TO THE TRUE POINT OF BEGINNING .
EXCEPTING ThrREFRL►M AN UNDIVIDED ! NE-HALF INTEREST IN THE MINERALS AND MINERAL
ORES OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST GR HEREAFTER DISCOVERED
UPONo WITHIN, OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING , WITHOUT LIMITING THE GENERALITY OF THE FOREGOING , ALL PETROLEUM,
OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANC33 AND PRODUCTS DERIVED
THEREFROM, TOGETHER WITH PERPETUAL RIGHT OF SAID GRANTOR, ITS SUCCESSORS AND
ASSIGNS , OF' INGRESS AND E.GRENS BENEATH THE SURFACE OF SAID LAND TO EXPLORE
F0R, EXTRACT, MINE AND REMOVE THE SAME, AND TO . MAKE SUCH USE OF SAID LAND
... BENEATH THE SURFACE AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH AND
OTHER USE TiHFREOF , WHICH USES MiAI INCLUDE LATE:RAL OR SLANT DRILLING, DIGGING,
WRING, OR SINKING OF WELLS, SHAFTS OR TUNNELS TO OTHER LANDS NOT TUBJECT TO
' THOSE RESERVATIONS AND EASEMENTS, PROVIDED, HOWEVER, THAT SAID GRANTOR, ITS
SUCCESSORS AND ASSIGNS, SHALL NOT USE THE SURFACE OF SAID LAND IN THE EXEF+'CISE
OF ANY OF SAID RIGHTS AND SHALL. NOT DISTURB THE SURFACE OF SAID LAND OR ANY
? IMPROVEMENTS THEREON OR REMOVE OR 14PAIR THE LATERAL OR SUBJACENT SUPPORT OF
SAID LAND OR ANY IMPROVEMENTS THEREON, AND SHALL CONDUCT NO OPERATIONS WITHIN
FIVE HUNDRED (500) FEET OF THE SURFACE: OF SAID LAND, AS RESERVED IN THE DEED
FROM SOUTHERN PACIFIC COMPANY, A DELAWARE CORPORATION, RECnRDED NOVEMBER 7,
19d8. '
EXHIBIT "C" to Attachment No. 6
1° page 1 of 3
i 4
87310 002
TICf]R TITLE INSURANCE COMPANY OF CALIFORNIA
SAID DEED PROVIDES : IN THE EXERCISE OF SAID RESEkVED EANEJENTS , MINERAL
RIGHTS AND RESERVATIONS , SAID GRANTOR MAY FOOL SAID LANDS WITH OTHER, LANDS.
THE RIGHTS OF GRANTOR SHALL. INCLUDE , BUT .SHALL IN NO WAY HE LIMITED TO , ALL
SUBTERRANEAN RYGIiTS NECESSARY, INCIDENTAL, OR CONVENIENT TO THE FULL EXERCISE
OF' THE RIGHTS RESERVED PY GRANTOR ITIELOW FIVE: HUNDRED (500) FEET OF' THE SURFACE,
OF ;AID LAND AND SHALL INCLUDE THE RIGHT TO DRILL AND MAINTAIN WELL HOLES
THROUGH THE SAID LAND BEI-OW FIVE HUNDRED ( 500 ) FEET FROM THE: SURFACE THEREOF
i FAR THE PURR'CSE OF REMOVING OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES FROM
OTHER LANDS WHETHER SUCH OTHER' LANDS BE: F1uJACEN'T, CONTIGUOUS OR DISTANT FROM
SAID LANDS .
,
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=9113XT "C" to Attachwnt No. 6
Page 2 of 3
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MMIRTT "C" to Attachment 1lo;+: 6
Page 3of3 1 � � �
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ATTACHMENT NO. 7
FORM O V DEED
Recording Requested by.
When Recorded Return to and
Mail Tax State ents to:
GRANT DEED
For a valuable consideration receipt oL' which is hereby
acknowledged,
The REDEVELOPMENT AGENCY OF THE CITY OF HirNTINGTON BEACH, a
public body, curporate and politic, of the State of e.eZifornia ,
herein cu;Yled "Granttor" , hereby grants to R0B4FrRT L. MAYE.R, as
Truetes of the Robert L. r?Byer Trust of 1982, dated 3une 22 , 1982 ,
as amended, herein called 00,zantaell , the certain real property
located in the City of Huntington Sp&ch, County of Change, herein-
after referred to as "ProperLy", described ire Exhibit A attached
hereto and incorporated herein.
1 . Grantor exerapts and reserves from the convoyance
herein deacribsd all interest of the Grantor in oil, gas, hydro-
carbon substances and minerals of revery ki,id and character lying
more than 500 feet below the surface, togethur with the right to
drill into, through, and Ito use and occupy all. parts of the
Property lying more than 500 feet below, the surface thereof for
any and all purposes incidental to the exploration for and produc-
tion of coil, gas, hydro,zarbon ,.subsctance3, lor minerals from w' id
Property or other landar, but without, however, any right to use
either the surface of the property or any rertion thereof within
500 feet 'of the surface for any purpose or purposes whLtsoever.
2. Said property is conveyed in 3ccordancs with ,, ::;nd
mubject, to the Redeveloprdentt, play, which ' was approved and adopttd
by Ordinarsoe No, 257A of . the City Council of City 'of
Huntington Beach and amended by ordinance 14o. 2634 , A-and a Disposi-
tion and Development Agreement entered into between: Grantor and
Grantee 'dated August 15, 1988 (the "Agreement,") , a► copy of which
is' an file Vitt the Grantor at its offices as a public record and
which is incorporated herein by reference. Any amendments to the
ATTACUINT XC e 7
Page t of 8
08/15/88 rint
aw& �
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Redevelopment Plan which change the uses or development pelinitted
on the Property, or other-dise change any of the restricticiis or
controls that apply to the Property, shall require the written
consent of Grantee.
3 . The Grantee shall devote the Property only to the
cue<velopmvnt permitted mind the uses sprA ,i fled in the applicable
provisions of the Redevelopment Plait arid this Grant Deed, which-
ever document is more restrictive.
4 . The Property .ls conveyed to Grantee for coneidera.-
tion determined in accordanc'.: with thr. uses permitted. Therefore,
Grantee hereby coven-nts and agrees for itself, its successors,
its assigns, and every successor in interest to the Property that
the Grantee, such succesoors and such assigns, shall develop,
maintain, and usa the Property only as follows:
(a) Grantee shall develop the Property as required
by the Agreement
I (b) Crant.as shall maintain the improvements on the
Property and shall keep the Property frets from, any accumulation of
' debris or waste materials . Grantee shall also maintain the
required landscaping in a healthy condition.
If, at any time, Grant:eA fails to maintain the
said landscaping, and said condition ie not corrected after
expiration of fifteen (15) days from the date of written notice
from the Grantor, the Grantor may perform the necessary mainte-
nance and Grantee shall. pay such costs as are reasonably incurred
J for such ma.i,ntena'zce.
t
Grantor shall by re-ponasible for maintai ring
all improvements and landscaping in the public rights-of-way on
and adjacent to the Property. '
5. Prior to recordation of a Certificate of Completion
issued by the Grantor for the improvements to be constructed on
the Property, in accordance with Section 41!5 of the Agreement ,
Grantes shall not make any sale, transfer, convey&nce, it �
i ass-0Inment of the Property or and• part thereof or any tnterent
therein except in accordanco with Section 107 of the rgreement .
6 . The Grantee agrees for itse"t and :any successor in
interest not to discriminate upon th.e basis of roue, color, crewed
or national origin in the sale, lease, or rental or iti the ure or !
ovoupancy of the Property hereby conveyed or any part thereof. '
Grantee cLveanants b and for itself, its succe•s�sorri and assigns,
y � � g , .
and all' p4reans claiming under or through them that there shall be
no Al &iarinatton against or segr.gatior. of, any parson or group
of perions on account of race, color, creed, national origin or
I
7i►'1'''1'lOMM 100. 7
faqir 2 of 9
00/15/08 FINAL i.
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ancestry in the sale, lease , sublease, transfer, use, occupancy,
tenure, or enjoyment of the Property, nor shall the Grantee itself
}� or any parson cla►inting under or through it, establish or permit
any such practice or practices of discrimination or segregation
wi}h reference to the selnction, location, number , use or
occupancy of tenants, lessees, sub-tenants, sublessees, or verldees
1 In the Property. Tho foregoincx eovenan�s shall run with the land.
7 . No virOa;fiion or breach of the covenants, condi-
tions, rRctrictions, provisions or limitat.tons coantaii.ed ir, this
Grant deed -.hall dafeat or renter Invalid or i.n any way impair the
lien w charge of any mortgage or fined of trust or security
lwterast permittAd by paragraph 5 of this Grant Deed and section
!t 107 of the Agraement; provided, however, that any subsequent owner
of the Property shall be hound by remaining covenant. ,
conditions, restrictions, limitations and provisions , whether such
owner's title was acquired by foreclosure, deed in lieu of
foreclosure, trusteels sale or otherwise .
a . All covenants contained in this Grant .Daed small be
covenants running with the land. The covenants contained in the
A greement and in paragraph 5 herein and Grantee's obligation tM
develop the improvements 4n the Property as references, in
paragraph. 4 (a) of this Grant hyped shall terminate and shall bacome
null and void upon recordation of a Certificate of Completion
! issued by the Grantor for the Property, as regaired in accordance
with section 415 of the Agreement. Grantee's covenants regarding
the permitted uses an the Property, as ast forth in Paragraph 3 of
this Grant Deed, shall remain in effect until September 20, 2017
(the term of the Radevelopr.ent V,an) , and shall terminate and be
u of no further farce . aiid affect alter said date. Grantee's
obligation to maintain the Improvements construnted and the
landscaping installed, as provided in paragraph 4 (b) , shall �
continue in effect frar a period of thirty (20) years aftwr the
date of recordation of a Ccrtificate cf Completion issued by
Grantor, and shall terrninata aid be of no further rorce or effect
at he expiration of ?,;aid thir-.y (3 0) year period . Every covenant
contained; in this gent Deed against discrimination contained in
paragraph+, 6 of this irant Dead shall remain in perpetuity.
a 9 . All cove"-%h s without regard -to technical classifi-
cation or designation shall he binding fog.' the henef it of the
Grantor, and such covenants shall run in favor oZ the Grantor for
the antire period during which such covenants shall be in force
and effect, without regard tt, whether the Grantor is or remains an
owner of lands or interest therein to wh ich such covenants relate.
` The Grantor, in the event of any . brEach of any such covenants,
shall have the right to exercise all tha -rights and rerandies and
to maintain any actions at law or sixits in equity or other proper
proc4edings to enforce the curing of such bree:h.
ATTAOMPT No. 7
gags 3 of a
Ost' S/88 aINAL
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10 . Dat:h Ueforr:. land aj. ter recordation of a Certificate
(11. completion., both Grantzrf its successors and assigns,, an�J
Grantee and the succc,:3sors and ar._,,igns of Grantee in and to all or
rimy mart of they :'ce title to tho Property .hall have the right: to
cont�ant and agree -to ehangi _, `Liz,, or to eliminatF, ir, whole or in
part., any cf ';h:_- covenants, eas(nnent:s or restrictions contained in
t this Grant Doed without the, consent of any tenant, lossce , ease-
ment holder, licensee , mortgagee?, trustee, beneficiary under a
t deed of t:r.un t or any other person or entity :having any interest
lean then it a:c-.e in the Propch:t:V. The covenants c�nritained to this,
Cv ant •wit,;hc. 4t re-clar•d to technical classification Shall not
benefit or be enforceable by any owner of any other real pr:hpel ty,
' nor any person cr entity having any interest: in any other such
i 11 . The covenants contained in thi.- Grant Deed shall be
constred as covenants running with the lar, 4, and not as conditions
which )..i yht result in forfeiture title.
' IN WITNESS WHEREOF, t hs ::j antor and Grantee have caused
this instrument to be executed on their behalf by `heir resp,�:ctive
officers hereunto duly authorized, this day of
REDEVELOPMENT AGENCY OF THE C'.7TY OF
P.UNTItJGTON BEACH
By
LA
Ar EST ;
ti► Clerk
The Grantee consents to the forogoiny covenants which
shall run with the land.
THE ROBERT L. MAYER TRUST OF 1982
(Grantee)
{ By
RobertL. Mayer, Trustee
6/112/065580••0001/004
{
f ATTACIENINT NO. 7
Fw4;6 6 of 6
08/i'/88 FINAL
1
1 `
I
COUNTY OF )
On this _ day of � _ , in the year 198 before
MV-1 the undeFWfgnod, a Notary PdS:'11C in And for said State,
personally appeared
known to mr! (017 proved to me on the bay ;-Ls ol-': satisfactory
evidence) to be the person who executed this instrument as the
( insert titles of the off c9r)
(iaame of public aorp6 ation, agency or political surd vison)
and acknowledged to me that the
(pi%blic corporation, agency
executes it.
or political subdivision)
Signature of Notary Public -
W�
Name typed or printed
Page 5 of i
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" EXHIBIT IV
LEGAL DESCRIPTION
• • OF THE PPOPERTY
[To Be Ins-serted)
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ALYA Mom uhewar CW~Pr.o,it
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INFORMATION
t That Title Insurance Commitment is a legal contrcct brtween you and the company. It Is Issued tc
jshow tho basic �n which we will issue a Titis lasirance Policy to you. The Policy will Insure you aga!nst
� certain risks to the lard title, suu)ecl to 0e iltnitations shown in the Policy.
The Compsny will glvu yua a sample of the Polley form, if you asY
That Commitment is bssed on the; tame titla as of the Commitment Date Any changes in the land
title or tho transaction may atfact the Commitment and iha Policy.
j The Commitment Is subjec3 to Its Requliements, Exceptleons and Co-litionL
' THIS INFORMATION IS NOT PART OF TK'r TITLE INSURANCE CCMIMITMENT.
r J
TABLE OF CONTEHTS
Page
AGREEMENT TO ISSUE POLICY t
i f
GCHEDULE A
1. Commitment Date 2
r
E. Poiicios to be Issuoid, Amounts and Proposed Insureds 2
I Interest In the Land ano Owner 2
? 4. Description of the Land 2
SCHEDULE 8-1 — RAuitipmwnts 3
317HIEW11.! 111-2 Evaeptliots 4
..r
OONOMONS other side of 1
F
YOU$MOULD PIRAD THE Gd1AM111VENT VERY CA RI*ULLY.
9 you hsMr My Rtrsstiens about the Ow"Mitmo nt.please eontett the Issuing off".
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ALVA ft0l LUV4~C4TnMl0Gn1
COMMITMFNIV FOR TITLE INSURANCE
' 11CD ,r3Y
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First American Title Insurance Company
• r
�.� AGREEMENT TO ISSUE POLICY
We agree to isuue a policy to you according to the terms of this Commitment. When we show the policy
*mount and your name as the proposed Insured In Schtdule A, thle Comm;tment becomes effective as of the Com-
mitment Date shown In Schedule A.
If the Requirements shown In this Commitment have not been met vrlthli+ six months after the Commitment
Date, our ob4oution. under 'his Commitment will end. Also, our obligation under thin Commitment will end when the
Po3cy Itr. Issued and than our obligation W you will be under the Pol;cy.
Our obligation under this Commitment Is limited by the fo!lowing-
Tire >ro0sionn in Schedule A.
the+ Requirements in Schedule W 1.
The Exceptions In Schedule 0.2.
l
�+ The Gunditlons on the other side of th!!) p1lg6 1.
1 This Commitment Is not velki without SCHEDULE A► and Sections 1 and 2 of SCHEDULE S.
i
First Amerian Title Insurance Company
9Y PPEStDENT
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AT'tfltV �, +. C, BECRETA104Y
JIL—A#JC
ttftl NTERSON60
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.. ALTA FLA I N GF-- 1 !�55792
LANGUAGE f:ClMM I TNE`c,N
RE' t CRLM PROPERT IEG , LTO . ti
SCHEDULE A
1 . C:OMM L I MENT DATE : PECEMBER Bo 1986 AT 7 t 3Q A . M .
2 . POLICY OR POLIC,,ES TO BE I:zSUEDt POLICY AMOUNT
(A) OWNERS POL ICY = ALTA
°,'?( TO BE DETERMINED )
PROPOSED INSURED :
TO BE DETERMINED ) .
(8 ) LOAN POLICY , ALTA
S( TO BE DETERMINED )
PROPOSED INSURED ,
r
(TO BE DETERWiINEn) .
3. A LEASEHOLD LNTEREST IN THE LfFND OF—SCRIBED IN THIS COMMITMENT
r S OWNED ) AT THE• COMM ITME'NT DATE , BY
A LEASEHOLO ESTATE. CREATED BY AND AMENDED AND RESTATED LEASE
BETWEEN THE CITY OF HUNTINGTON BEACH AND RLM PROPERTIES , LTD . ,
DATED NOtIEMkER 29P 19831 MEMORANDUM OF LEASES BEING RECORDED
DECEMBER 14 # 1983 AS INSTRUMENT NUMBERS 83-5b"1981 AND B3-547982
OF OFFICIAL RECORDS, AND RECORDED DECEMBER 19s 198Z AS INSTRUMENT
NO. 83-574611 OF OFFICIAL RECORDS .
I
Aw
4 . THE LAND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS
..+ FOLLOWS t
ALL THAT CEPTAIN LAND SITUATED IN THE STAVE OF CALIFORNIA, COUNTY
OF ORANGE t CITY OF HUNT I NGTON BEACH, DESCR I BED w3 FOLLOWS ,
THAT PORTION OF SECTION i 4 a TOWNSHIP 4 SOUTH s RANGE 11 WEST o
IN THE RANCHO LASE BOLSAS, AS PER MAP PE".ORDED IN BOOK 51 , RAGE
14 OF MISCELLAINEOLM MAPS IN. THE OFFICE OF THE COUNTY RECORDER
OF $AID COUNTY o DESCRIBEO AS FOLLOWS,
PAGE 2
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AL I'A PLAIN OR-14SS71i2
LANGUAGE COMMITMENT
BEGINNING AT THE SOUTHEAST CORNER LF THE NORTHEAST OL!AR TER OF
THE NORTHEAST WUARTFR OF SAt:,, SECTION ; THENCE WESTERLY lit .91
FEET ALONG THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST
QUARTER OF SAID SECTION TO A POINT ON THE WESTERLY LINE OF THE
LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA IN BOOK
6168, FACE 667 OF OFFICIAL RECORDS) SAID PO I N'C BEING THE TRGE
POINT OF BEGINNING ; THENCE SOUTH 3 DEGREES 29 ' 43" WEST 593 . 12
FEET ; THENCE. SOUTH Z'S BEG . 32' 14" WEST 3B6 .94 FEET ; THENCE
SCUTH 11 DEG . 44 ' 36" EAST 771 . 48 FEET ; THENCE SOUTH 78 DEG . 15 '
24" UES'T 82 . 75 FEET TO THE NORTHWESTERLY RIGHT OF WAY LINE OF
r - PACIFIC COAST HIGHWAY , AS DESCRIBED 114 BOOK 4551 PAGE 400 OF
j OFFICIAL. RECORDS OF SAID ORANGE COUNTYi 7 HENCE ALONG SAID NORTH-
EASTERLY RIGHT OF WAY LINEt NORTH 52 DEG . US ' 09" WEST 2409 , 77
i FEET TO THE SOUTHEASTERLY RIGHT OF WAY LINE OF HUNTiNGTON AVENUE ,
60 . DO FEET IN WIDTH AS NOW LAID OUT ; THENCE AL014G SAID SOUTHEASTERLY
RIGHT OF WAY LINE, NORTH 37 DEG . 54 ' 510 EAST 297 . 35 FEET TO
AN ANGLE POINT ! THENCE NORTH 0 DEG . 17 ' 36" EAST 20 .44 FEET �
ALONG THE EAST PIGHT GF WAY LINE OF HUNTINGTON AVENUE , 10 . 00
FEET IN WIDTH AS NOW LA: D OUT , TO THE NORTH LINE OF THE SOUTH
HALF OF THE NORTHEAST QUARTER OF SO .- D SECTION; THENCE EASTERLY
1544 . 00 FEET ALONG SAID NORTH ►, !NE Tr' THE TRUE POINT OF BEGINNING
EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS , BEGINNING
AT A POINT' ON THE NORTH L I N7, OF SAID LAND ; NORTH 89 DEG . 43'
EAST 690 . 00 FEET FROM THE CAST LINE OF SAID HUNTINGTON AVENUE ;
..: THENCE NORTH 89 BEG . 43; EAST 20n . 00 FEET ; THENCE SOUTH 0 DEG . 17'
EAST 150 . 00 FEET ; THENCE sou H 84 DEG. 43J WEST 200 . 00 FEET
THENCE NORTH 0 DEC . 17' WEST 150 . 00 FEET TO THE POINT OF BEGINNING .
w PARCEL 21
THAT PORTION OF SECTION 14r TOWNSHIP 6 SOUTH , RANGE 11 I-JEST ,
' IN THE RANCHO LAS SOLSAS3 DESCRIBED AS FOLLOWSt
BEGINNING AT THE EASTERLY TERMINJS OF THAT CERTAIN COURSE SHOWN
AS HAVINGI A DISTANCE OF 92 .98 FEEET ON THE STATE HIGHWAY MAP
(ABANDONMENT ) FILED JUNE Z5, IV66 IN STATE HIGHWAY MAP BOOK
4, PAGES 29 AND 30s iN THE OFFICE OF THE COUNTY RECORDER OF
AID COUNTY ; THENCE NORTH S9 DEG. 15' 30M WEST 72 .30 FEET ALONG
SAID COURSE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, HAVING
A RADIUS OF 27.00 FEET ; THENCE NORTHWESTERLY AND NORTHEASTERLY
4S.7V FEET ALONG SALO CURVE THROUGH A CENTRAL ANGLE OF 97 DEG. 10'
21M TO A LINE PARALLEL WITH AND SOUTHEASTERLY 47. 00 FEET FROM
THE CENTER LINE OF HUNT 1 NGTON AVENUE ; THENCE NORTH 37 DEG. 54 '
SIM EAST 150 .01 FEET ALONG SAID PARALLEL LINE$ 'THENCE SOUTH
.,� S2 096. 05' 09" EAS"t x33. 00 FEET$ THENCE SOUTH 37 DEC , 540 51"
{ PAGE 3
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ALTA PLAIM
LAi,GUACE COMMITMENT
WEST 13T . 28 FEET ; THENCE SOUTH 2 DEG . kb ' 13" EAST 30 . 54 To
A POINT ON A MOH--TANGENT CU�"t1E CONCAVE SQUTHIJCrTERLY , HAVING
RAU 1 U5 OF 1255: . 00 FEET► THENCE NORTHWESTERLY 51 . 0'' FEET AL01,15
SAID CURVE ► 7HROUGH A t:ENTRAL. ANC�.E. OF 2 . DEG . ;�Q ' 30" TO T1 .
POINT OF BEGINNING .
EXCEPT THAT PORTION THEREOF INCLUDED U1 TH I N PARCEL 1 .
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Paris 5 of is
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At.T1. S'L,A IN OR-14557?2
LAN(,-"URGE COMMITMENT
SCHEDULE: B w EJECT I UN i
REOU I rR":MENTS
THE FOLLOWING REQU I RCtt�N�'S �•IL:S'r BE h1C'f
(A) PAY 1HE AGREED AMOUNTS FOP, THE INTEREST t' .N THE LAND AND/OR
TF.T MORTGAGE TO HE INSURED .
(8) PAY Eta THE PREMIUMSr FEES AND CHARGES FOR THE POLICY .
(C) DOCUMENTS SATISFACTORY TO US CRCAYING THE INYEPEST IN THE
LAND AND/OR THE MORTGAGE TO BE INSURED MUST BE SIGNEDr
DELIVERED A140 RECORDED .
(D) YOU MUST TELL US IN WRITING THE NAME OF ANYONE NOT REFERRED
TO IN THIS COMMITMSNI' WHO WILL GET AN INTEREST IN THE LAND
OR WHO Wi1.L MAKE A LOA'N ON THE LAND . IJE MAY THEN MAKE
ADDITIONAL REQUIREMENTS OR EXCEPTIONS .
iE) RELEASE ( S ) OR RECONVEYANCE(5) OF ITEM(5) 0j 141 17 AND
I.A.
(F) OTHER — THE COMPANY WILL REQUIRE THAT THE DEEDS OF TRUST
SOHOWN IN ITEM 08 AND 14 BE RECONVEYED LIUE TO
THS FACT THAT THE FUTURE BENEFICIARY UNDER THE
SAME AS ROBERT L. MAYIER , THE GENERAL. PARTNER
OF THE PARTNERSHIP OF RLM PROPE;;T IES, LTD . i A
CALIFORNIA LIMITED PARTNERSHIP DUE TC THE MERGE
OF THE BENEFICIARY AND THE LESSEE.
(G) YOU MUST GIVE US THE FOLLOWING LNFORMATiON=
X 1 . ANY OFF RECORD LEASES, SURVEYSs ETC .
� 2. StATEMENT(S) OF 10cNTITYi ALL. PARTIES.
3. OTHER
PAGE a
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ALTA PLAIN OR--1 455792
LANGUAGE COMMI T'ML•'NT
SCHEDULE 0 SECTION 2
EXCEPTIONS
ANY POLICY WE ISSUE WILL HAVE THE FOLLOW114G EXCEPTIONS UNLESS
r THEY ARE TAKEN CARE OF TO OUR SATISFACTION.
PART I
J
i
E 1 . TAXES OR A►SSEI3SMENTS WHICH ARE NOT SHOWN Af' EXISTING LIENS
j BY THE RECORDS OF ANY TAXING At.lTHOR I TY THAT LEVIES TAXES
OR ASSESSMENTS ON REAL PROPERTY OR BY THE FUSL IC RECORDS .
'{ 2 . ANY FACTS, FIGHTS ; INTERESTS OR CLAIMS WHICH ARE KOT SHOWN
�» BY THE PUE3LIC RECORDS BUT WHICH COULD BE ASCERTAINED by
AN INSPECTION OF THE LAND OR BY MAKING INQUIRY OF PERSONS
IN POSSESSION THEREOF .
,1
3 . EASEMENTS, LIENS OR ENCUMBRANCES ; OR Ct_AiMS THEREOF, WHICH
ARE NOT SHOWN SY THE PUBLIC RECORDS .
” 4 . DISCREPANC.ES, CONFLICTS IN BOUNDARY LINES ; SHORTAGE IN
ARI~'A; ENCROACHMENTP OR ANY OTHER; FACTS WHICH A CORRECT
SURVEY WOULD DISCLOSE , AND WHICH APE NOT SHOWN BY THE PUBLIC
F,a RECORDS .
S . UNPATENTED MINING CLAIMS, RESERVATIONS OR EXCEPTIONS IN
a PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF ;
WATER R I GHTS o CLAIMS; OR TITLE TO WATER, WHETHER OR NOT
THE MATTERS EXCEPTED UNDER (A) ; M ) OR ( C ) ARE SHOWN BY
THE PUBLIC RECORDS.
4 ANY LIEN, OR RIGHT TO A LIEPh FOR SERVICES, LABOR OR MATERIAL
' THERETOFORE OR HEREAFTER FURNISHED ; IMP095D BY LAW AND
+ NOT SHOWN BY THE PUBLIC RECORDS .
AI OVE EXCEPTIONS ( I — b) WILL BE ELIMINATED IN AN ALTA EXTENDE1
COVERAGE POLICY .
DART Ili .
o GENKRAL AND SPECIAL TAXES FOR THE FISCAL YEAR i?84—i T87.
FIRST I NG TALLMNI s V NO TAX DUE) .
WOND INSTALLFINT s •(NO ?AX DUE) .
PAW 4
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ALTA PLAIN OR-145S752
LANGUAGE COMMITMENT
C005 AREA t 04-035 .
A. H . NOS . ' 0 4--750-64 AND 024 . 2SO--'74 .
2 . THE. L191) OF SUPPLEMENIfkL TAKES ASOESSEO PURSUANT TO CHAPTER
3 . 5 COMMENk4 iNG WITH SECTION 75 4F THE CALIFORNIA REVENUE AND
TAXATION C00%R .
3. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED OCTOBER
13 , 1950 IN BOOK 2087 P PAGE 385 OF OF17 1C IAL RECORDS ►
FOR + A DRAINAGE DISTRICT PIPE LINE AND INCIDENTAL
PURPOSES .
OVER s A STRIP OF LAND ZO FEET IN WIDTH, THE CENT ERL I NE
OF WHICH IS DESCRIBED AS FOLLOWS.
BEG:NNI NG AT A POINT IN TH EAST LINE OF THE NORTHEAST QUARTER
OF SECTION 141 TOWNSHIP 6 SOUTH , RANGE 11 WEST . SAN BERNARDINC
! MERIDIANx RAID POINT BEING LOCATED 1186 .00 FEET SOUTH OF THE
NORTHEAST CORNER OF SAID SECTION 14 ; RUNNING THENCE WEST 945. 00
FEET ALONG A LINE, PARALLEL TO THE NORTH LINE OF SAID SECTION
143 THENCE NORTH 666 FEETP BORE OR LESS) ALONG A LINE PARALLEL
TO THE SAID EAST LINE OF SECTION 14 TO A POINT IN THE NORTH
LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION
14 i THENCE SIDELINES OF SAID STR I F BEING PROLONGED AND/OR SHORTENEO
TO MAKE A FULL 20 . CU—FOOT WIDE EASEMENT .
4 , AN EASEMENT CVER A PORTION OF SAID LAND FOR PIPE LINES FOR
THE TRANSPORTATION OF OIL? PETROLEUM) GAS, GASOLINE , WATERP
0 ' OTHER SU@StANCESs ALONG AND ACROSS TH STRIP OF ALND DESCRIBED
IN AN AGRSEMENT DATED DECEMBER 19s 19551 EXECUTED BY THE CITY
OF HUNTINGTO14: BEACH, A MUNICIPAL. CORPORATION , A1140 WILSHIRE OIL
COMPANY OF CALIFORNIA # A NEW MEXICO CORPORATION , UPON THE TERMS,
? COVENANTS AND CONDITIONS THEREIN CONTAINED ) RECORDED APRIL 31
1956 IN BOOK 3440 ) PAGE 516 OF OFFICIAL RECORDS .
BY AN INST[RUMEsv'P DATED APRIL I&P 1956, BY AND BETWEEN SAID PARTIES)
RECORDED MAY 2, 1956 IN BOOK 3494 , PAGE 250 OF OFFICIAL RECOR05i
THE DESCRIPTION OF THE EASEMENT LAST ABOVE REFERRED TO WAS AMENDED
TO READ AS FOLLOWS
I A STRIP OF LAND 10 FEET IN WIDTH, LOCATED IN THE EAST ONE-HALF
{ w� OF FRACTIONAL SECTION A4 , TOWNSHIP 6 SOLITH, RANGE 11 WEST, SAN
BERNARD INO MERIDIANP AND BEING 5 FOOT ON EITHER SIDE OF THE
FOLLOWING DESCRIBED CENTERLINE,
BEGINNING, AT A POINT ON THE EASTERLY LINE OF SAID SECTION 141
SAID POINT BEING 2615 MEET SOUTHERLY OF THE NORTHEAST CORNER
� ; OF SAID SECTION 141 THENCE WESTERLY ON A LINE WHICH HAS A COURSE
OF KITH 69 DEG. 161 WEST 50 FEET TO A POINT# SAID POINT BEING
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AL TA PLAIN OR—145579'
LANGUAGE COMMITMENT
THE 'TRUE POINT OF 8EC'NNI NG OF THIS DE'.:CR I PT 10N, i THENCE WESTERLY
ON A LINE WHICH HAS A COURSE Of. SOUTH 89 DEG . 16' WEST 50 FEET
TO A POINT OF PEG I NN i NG C► THIS DESCRIPTION ; THENCE UES T ERLY
ON A LINE WF=IC�'. HAS A COt,IRSE OF SOUTH 85 DEG . WEST 4.5 FEET TO
A POINTi THENCE f, DRTHERLY AND PARALLEi. TO THE EASTERLti LINE
OF SAID S .CT I ON 14 , A DISTANCE OF 263 . 27 FEET ; THENCE WESTERLY
ON A LINE WHICH HAS A COURSE OF 'SOUTH 8.. DEG . 16, WEST 364 . h S
TO A POINT ; THENCE SOUTHWESTERLY ON A LINE WHICH HAS A COURSE
OF SOUTH 36 DEG . 541 WEST TO THE L,I NF OF ORDINARY HIGH TIDE
CIF THE PACIFIC OCEAN . TOGETHER WITH THE NECESSARY RIGHTS OF
EGRESS AND INGRESS OVER THE REMAINDER OF yAID LAND AND OTHER
LANvi 04 MAY BE NECCSSARY FOR ENJOYMENT OF THE RIGHT THEREIN
GRANTED , PROVIDED THAT THE GRANTEE AGREES TO INDEMNIFY CITY
FOR AL:. DAMAGES CITY MAY BUFFER FROM GRANTEE 'S ENTRY ON ANY
CITY' S ADJOINING LANDS" ,
5 . AN EASEMENT FOR I NG RE^S PND EGRESS AND P I PEL I NES m OVER THE
NORTH 30 FEET OF THAT PORTION OF SAID LAND WHICH LIES BETUEEN
THE EASTERLY RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60 FEE'
IN IN WIDTH AS NOW LAID OUTr AND THE WESTERLY LINE OF THE LAND
DESCRIBED AS THE FIRST EXCEPTION TO TXE LA14D DESCRIBED THERE 1 N ,
AS EXCEPTED IN THE AMENDMEtNT OF LEASE RECORDED JANUARY 17s 1962
IN BOOK 5776 - PAGE '710 OF OFF I C I hAL RECORDS .
6 . A WAIVER VF ANY CLAIMS FOR DAMAGES BY REASON OF THE LOCAT: ON,
CONSTRUCTIONS 4ANDSCAPING OR MAINTENANCE OF A HIGHWAY OR FREEWA'.'
CONTIGUOUS THERETO , IN FAVOR OF THE STATE OF CALIFORNIAt AE
CONTAINED IN AN INSTRUMENT RECORDED IN BOOK 61651 PAGE 667 3F
OFFICIAL RECORDS .
7 . THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE
ANY RIGHTS OF INGRESS OR EGRESS TO OR FROM THE HIGHWAY ANOIOR
FREEWAY ADJACENT TO SAID LAND .
SAID RIGHTS HAVE BEEN RELINQUISHED TO THE STATE OF CALIFORNIA
BY DEED RECORDED IN BOOK 6168, FAGE 667 0'- OFFICIAL RECORDS .
8. A DEED OF TRUST P COVERING THE LEASEHOLD ESTATE CREATZO BY
` SAID L,EASEP TO SECURE AN INDEBTEDNESS Of' 9840 , 000 .00 , RECORDED
FEBRUARY 1 , 1963 IN BOOK 6416p PAGE 707 OF OFFICIAL RECORDS .
DATED, JANUARY 2B', 1963.
TRUSTOR , HUNTINGTON DRI,=TWOOD, INC . v A CORPORAT10w# AND
RICHARD SINCLAIR AND H. JACK HANNA.
TRUSTEEI VEROUGO SERVICE CORPURATION, A CORPORATION.
BENEFICIARY $ GLENDALE FEDERAL SAVINGS AND LOAN ASSOCIATION,
A CORPORATION.
PAGE B
ATTllcwQm 100. $
paqe 9 of 18
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FL.AIN OR-14,55792
Lo,N'ioL)AG'E COMMITMENT
NOTE: 1 t SAID DEED OF TRUST ALSO SECURES AN ADDITIONAL ADVANCE
EVIDENCED BY A. NOTE FOR 66I 3 r O00 . 00 .
DATE OF NOTE , MARCH 11 t 196 .
EXCCUTCO sY t MUN'r I NGTON DRIFTWOOD; I NC . : A+ CORPORA'r I oN .
NOTE 2 t A PART I-AL RECONVEYANCE OF SAID DEED OF TRUST A COIF-.R I NG
A POR*rioN OF SAID LAND WAS RECORDED IN BOOK. E020 r PAGE 73 OF
OFFICIAL RECORDS .
NOTE 31 T:iE BENEFICIAL INTEREST UNDER SAID DEED OF '"CRUST WAS
ASSIGNED BY "53 I GNMENT RECORDED FEBRUARY 91 1980 IN BOOK 134981
PAGE 902 OF 0" ' IAL RECORDSt AS INSTRUMENT NO . 11Y84t TO ROBERT
L. MAYER r A MAKR IEC MAN AS HIS SOLE AND SEPARATE PROPERTY ( "'MAYEF;" ) .
NL T E 4 t THE LIEN OR CHARGE OF SAID DEED OF' TRUST WAS SUBORDINATED
TO THE LINE OR CHARGE OF TIME DEED OF TRUST SHOWN AS ITEM M17
BY AN INSTRUMENT RECORDED DECEMBER 161 1183 AS INSTRUMENT NO.
83--570225 OF OFFICIAL RECORDS .
9. THE FACT THAT THE OWNERSHIP OF SAID LAND DOFS 140T INCLUDE
ANY RIGHTS OF I NGRCSS OR EGRESS TO OR FROM THE FREEWAY OVER
THE EASTERLY AND SOUTHEASTERLY LINES OF THE LAND DESCRIBED IN
THE DIRECTOR 'S DEED RECORDED JULY 16 ; 1963 IN BOOK 6632 , PAGE
SSi OF OFF I C I A!_, RECORDS .
SAID RIGHTS HAVE BEEN RELINQUISHED TO THE STATE OF CALIFORNIA
IN THE ABOVE ME14TIGNSD DEED .
10. AN EASEMENT FOR EITHER OR BOTH POLE LINES # CONDUITS AND
&NCIDENTAL PURPOSES, AS SET FORTH IN AN INSTRUMENT RECORDED
-� IN BOOK 7159; PAGE 38F OF OFFICIAL RECORDS .
OVER, SEVEN STRIPS CF LAND , EACH 4 FEET IN WIDTH, THE
CENTERLINES OF SAID SEVE14 STRIPS BEING MORE PART—
ICULARLY DESCRIBED AS FOLLOWS t
STRIP NO. 11
`" BEGINNING AT A POINT IN THE NORTHERLY LINE OF THE ABOVE DESCRIBED
PROPELTYs DISTANT NORTH 8? DEG . 43' EAST 900 FEET FROM THE WESTERLY
TERMINUS OF SAID IWORTHEN!.Y LINE; THENCE SOUTH 0 DEG . 17' EAST
12.:5 TWEET TO A POINT HEKE l;%AFTER REFERRED TO AS POINT `A" ; THENCE
CONTINUING SOUTH 0 DEG. 1.7' .EAST 02. 5 FEET YO A POINT HEREINAFTER
PREFERRED 'TO AS POINT "$" ; THENCE SOUTH 139 DEG . 43' LEST 27 *EET:
THENCE SOUTH 0 DEG. 17" EAST 91 FEET I THENCE SOUTH 89 D::w. 43'
S WEST 53 FEES' TO A POINT HEREINAFTER REFEPRED TO AS POINT "C" ;
THENCE CONTINUING SOUTH a? DEG . 43' NEST ISO FEET.
PAGE 9
ATT>!cmtwT no. e
awn%
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ej
ALTA PLAIN
LANGUAGE COMM I TM5NT
STRIP NO . 21
BEGINNING AT THE AF'OREMENT 1014ED POINT "A" ; THENCE NORTH 89 DL:G . 471 '
EAST, PARALLEL. WITH SAID NORTHERLY LINE O"' SAID PROPERTY j V20
FEETs MORE OR LESS, TO A POINT C 1!BTAN'i SOUTH 89 DEG. 43 ' (lJECT
16 FEET FROM THAT CERTAIN COURSE IN THE EASTERLY LINE OF SAID
PROPERTY HAVING A EE"•RING OF • SOUTH 3 DEG. 24 ' 43" IJEST AND A
LENGTH OF 539 . 12 FEET ; THENCE SOUTH 3 DEG . 29 ' 43" WEST 580 .62
FErT; THENCE SOUTH 25 DEC . 32' 14" WEST 306 . 74 FEET; THENCE
' GOUTH It DEG . 44 ' 36" EAST 110 FEET .
STRIP NO . 3 t
BEGINNING AT THE AFOREMENTIONE 0 P0114T "q" ; THENCE SOUTH 36 DEG . EAST
90 FEET ; THENCE: NORTH pS DEC. . 43' EAST 720 FEET TO A POIN'r HEREIN—
AFIER REFERRED TO AS POINT "U'' ; THENCE SOUTH 3 DEG. 2V' 4:1"
WEST 390 FEET ? THENCE SOUTH 25 DEG . 32 ' 14" W&r—,'-T i 47.4 FEET .
STRIP NO . 4. 1
BEGINNING AT THE AFOREMENTIONED POINT ''U" ; THENCE NORTH 3 DEG . 29 :
43" EAST 45 FEET .
STRIP NO. S +
BEGINNING AT THE AFOREMENTIONED POINT OCR ; THENCE SOUTH 0 DEG . 17 '
EAST 55 FEET ; THENCE SOUTH 30 DEG, WEST 4:3 FEET ; THENCE SOUTH
44 DEG . EAST 640 FEET; THENCE SOUTH 4 DEG. WEST 83 FEET ; fHE»ICE
SOUTH 4 DEG, WEST 83 FEET ; THENCE tiOUTH 46 DEC. EAST 155 FEET ;
THENCE SOUTH 46 DEG. WEST 30 FEET ; THSNCC SOUTH 23 DEG . EAST
102 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "E" ; THENCE
SOUTH 29 DEG . EAST 110 FEET .
STRIP NO. 6 I
BEGINNING AT THE AFOREMENTIONED POINT "E" ; THENCE SOUTH 64 JE-G . WEST
135 F'M a 1HENrc. SOUTH 48 DEG. WEST 35 FEET: THENCE SOUTH 37
DES , WEST 120 FEET.
STRIP NO. 71
BEGINNING ACTIN AT THE AFOREMENTIONED POINT mEO ; THENCE NORTH
70 DEG . EAST 4.8 FEET; THENCE NORTH 1G DEG . EAST 125 FEET .
11 . ANY EXISTING EASEMENT AND FRANCHIS RIGHT, AFFECTING 'THAT
PORTION Of SAID LAND WITHIN THE L I NFS OF SUPERSEDED STATE HIGHWAY
NOW ABANDONEOP TO MAINTA1Ns OPERATE, REPLACE. REMOVEo RENEW
+ AND ENLARGE THE EX1571NG PUBLIC FACILITIES; NAMELY THE LINES
PAW 10
�r 1lTTAcmum NO. e
Qd � 11 of 1 B
i
ALTA PLAIN OR-1455192
LANGUAGE COMMITMENT
OF THE SOUTHERN CALIFORNIA WATER COMPANY ► AND FACILITIES INCIDENTAL
THERE70 ► INCLUDING ACCESS TO PROTECT THE PROPERTY FROM ALL HA2ARUS
IN, UFON AND OVER THE HIGHWAY HERE411TH ABANDONED, AS RESERVED
IN THE ABANDni4MENT RECORDED OCTOBER Si 1966 IN BOOK 80671 PAfaC �
r76 OF OFFICIAL RECORDS.
12. ANY EASEMENT FOR PIPE LINES AND INCIDENTAL PURPOSESP AFFEC71NG
PARCEL 2, IN FAVOR OF SOUTHERN CALIFORNIA WATER COMPANY , A5
DISCLOSED BY A LEASE OF A PORTION OF SUPERSEDED STATE HIGHWAY ,
FATED FEBE•'UARY '7s 19671 EXECUTED BY CITY OF HUNTINGTON BEACH ,
AS LESSOR, AND BY HUNTINGTON DRlFTWOODs INC . ► AS LESSEE, RECORDED?
FEBRUARY 10: 1967 IN BOOK 81741 PAGE 346 OF' OFFICIAL RECORDS ,
13 , A SUBLEASE OF A t�ORT ION OF PARCEL 1 AND ALL OF PARCEL 21
OF THE TERM AND UPON TERMS ► CONDITIONS AND COVENANTS Fk'OVIDED
IN LEASES TO ATLAT I C R I CHF 1 ELD COMPANY RECORDED APR I L 24 ► 1970
IN BOOK 92721 PAGES 666 AND 668 OF OFFICIAL RECORDS .
14 . A DEED OF TRUST , COVERING THE LEASEHOLD ESTATE CREATED
BY SAID LEASE, TO SECURE AN INDEBTEDNESS OF 6660 ► 048 .78 + RECORDED
�yEFTEMBER l ► 1970 IN BOOK 93911 PAGE 748 OF OFFICIAL RECORDS
DATED , AUGUST 27; 1970 .
TRUSTOR = HUNTINGTON LTD . , A LIf-1ITEU PARTNERSHIP ; ROBER;
T . MORRIS AND JACQUELINE M. MORRISa HUSBAND AND
WIFE ; HAROLD f. GR I SWOLD AND MARY JANE GR I SWOLU P
HUSBAND AND WIFE ; DONALD F . WICK HAM AN KATHLEEN
WICKHAMP HUSBAND AND WIFE; AND JOHN E . COLEY
AN UNMARRIED MAN .
TRUST'EE : TITLE INSURANCE A140 TRUST COMPANY ) A CALIFORNIA
CORPORATION.
BENEFICIARY = CALIFORNIA ELECTRIC CON--jTNUCT, ON CO . , A CORPORATION .
NOTE Is THE BENEFICIAL. INTEREST CINDER SAID DEED OF TRUS'i BY
MESNE ASSIGNMENTS OF RECORD HAS BEEN ASSIGNED TO ROBERT L . MAYER .
NOTE 21 THE LINE OR CHARGE OF SAID DEED OF TRUST WAS SUBOROINATEO
TO THE LIEN OR CHARGE OF THE DEED OF TRUST SHOWN AS ITEM 017
BY AN INSTRUMENT RECORDED OECEMSER 17 P 1'983 AS INSTRUMENT NO.
03-570225 OF OF1 I C I AL RECORDS.
IS. AN UNRECORDED 5UGLE:ASE OF LAUNDRY ROOM OR DOOMS, DATED
MARCH 7, 1980 BETWEEN IRLM PROPERTIES , LTD . , AN WEB SERVICE CO. ,
INC . , UPON ITS TERMS AND CONDITIONS , A MEMORANDUM 9F LEASE BEING
RECORDED JU E 9, 1Q3Q IN BOOK 136Z9 , FADE 982 OF OFFICIAL RECORDS.
16. THE EFFECT OF A MAP PURPORTING TO SHOW THE HEREIN DESCRIBED
AN O OTHEK Lk!0 RECORDED If-4 ROOK 103 ► PAGES 28 AND 29 OF RC:CORD
OF SL.'FIVEYS .
PAGE 11
ATTACHMENT 110 8
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A M C
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ALTO PLAIN OR-1455792
LANGUAUE COMMITMENT
�.i
17. A DEED OF TRUST, (COVSRING THE LEASEHOLD ESTATE CREATED
BY LAID LEASE ) , TO 5gCURE AN INDER7 0NES3 OF *5, ODd , 000 . 00,
RECORDED DECEMBER 16t 1983 OF OFFICIAL RECORDS # AS INSTRUMENT
NO . 83-5702223 .
DATEDs NOVEMBER 18, 1983 .
r TRUSTORi FILM FROPERTIESY LTD . ; A CALIFORNIA LIMITED PARTNER—
SHIP .
TRUSTEE , AMER ILAN SECUR I t I EE COMPANY, A CORPORATION .
BENEFICIARY , WELLS FARGO BANK , N . A . , A NATIONAL AAlq 'TNC ASSOCIA—
TION .
NOTE , AN INSTRUMENT MODIFIES THE TERMS OF SAID DEED OF' TRUST
d1! AS THEREIN PROVIDED )
RCCORDED , MARCH 291 1905 AS INSTRUMENT NO . 85-111117 OF
OFFICIAL RECORDS.
' EXECUTED BY , RLM PROPERTIES'e LTV . t A CALIFORNIA LIMITED PART—
NERSHIP .
j 10. AN ASSIGNMENT OF ALI. RENTS, ROYALTIES, ISSUES AND PROFITS
; ) ACCRUING FROM SAID LAND , AS ADDITIONAL SECURITY FOR HE PAYMENT
OF THE INDEBTEDNESS SECURED BY THE DEED OF TRUST SHOWN IN ITEM
17.
RECORDED c DECEMBER 16P l'?83 AS INSTRUMENT NO . 83-570224
OF OFFICIAL RECORDS ,
j EXECUTED 0Y , RL.M PROPEP.TIES, LTD . j A CALIFORNiA LIMITED
PARTNERSHIP .
kj TOt WELLS FARGO BANK , NATIONAL ASSOCIATION .
19. 233 RENTAL LEASE AGREEMENTS AS DISCLOSED BY AN INSTRUMENT
ENTITLED 'ASSIGNMENT OF LESSOR'S INTEREST IN LEASES" 'N AN INSTRUMENT
RECORDED DECEMBER 16, 1983 AS INSTRUMCNT NO . 83-570224 OF OFFICIAL
RECORDS.
20. THIS REPORT IS PREPARATORY TO THE ISSUANCE OF AN ALTA POLICY
OF TITLE INSURANCE. WE HAVE NO KNOWLEOGE OF ANY FACT WHICH
WOULD PRECLUOE THE ISSUANCE OF SAID ALTA POLICY WITH INDORSEMENTS
100 AMID 116 ATTAC1 M.
THEME 16 LOCATED ON SAID LAND COMMERCIAL IMPROVEMENTS KNOWN
AS 21042 PACIF'C COSTA HICHWAYs HUNTINGTON BEACHt CALIFORNIA .
MTT o MA
PLATS (CCBR 15 P IF ANY) ENCLOSED .
PAGE 12
ATTACBMENT 190. 8
Psq� 13 0 1 s
cl
ALTA PLAIN Oa�145575►2
LANGUAGE COMMITMENT
NOTE It ACCORDING TO THE PUBLIC RECORDS, THERE HAVE BEEN NO
ASSIGNMENT$ OF THE LEASEHOLD DESCRIBED IN THE REPORT RECORDED
WITHIN A P0100 OF SIX (MONTHS TO T14E DATE OF THIS REPORT i EXCEPT
AS FOLLOWS, NONE . '
NOTE 21 PREMIUM CHARGED FOR T17L.E POLICY WILL BE EASE RATE .
1�s
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orr - ASSIUM S AL+Glpr I i F593S&r'S AUP
PARCEL W.MWRS AWWis M1W S5
$NOW AV AMES SOMM OF DAWWW
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NOTICE
Sections 12413 and 12413.5 of the California insurance Code become effective on
January 1,19$5.This new law requires that any title insurance company,underwritten title
company or controlied escrow company handling funds in an escrow or subescrow capacity
must have all cash, checks and drafts representing disbursements to be made by it
deposited into Its oscrow depository bank account before recording your transaction.
When checks (includInfa cashiers, certified .and traveler's checks), share drafts and
money orders are drawn on or issued by an office of a financial insil,wtion located outside
the atate of California or when any draft(othor than a share draft) Is deposited Into or sub-
mitted for collection to First American Title Company's escrow depoeltory bunk account,
there may to a substantial delay in the closing of your transaction or the disbursement of
,1 funds to be made by i^Irat American Tale Company.
To avoid any delay necessitated by this now law please consider the fallowing;
1, Use checks, share drafts or money orders drawn on or Issued by offices of financial
institutions located within the state of California
2. Aequirethewire transferef the fundafrumthe officeof ti:efinanclallnstitut(on located
outside the state of California to Firf t American's escrow depository bank account
3. Avoid using drafts.
If you have any questions about the effect of this new law on your escrow please con-
tact your local '',fvt American Title Company off Ica.
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Form 1152 (11/84)
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First American title Insurance Company
M j 114 EAST FIFTH STREET, (P, (), BOX 267) SANTA ANA,CALIFORNIA 92704 ' (714,1 558.3211
Jkrauuy 23, 1987
g xt Mayer Cbxp
14 660 *%port Center Drive
suite 1050
Newpoxt Bead, CA 92658-8680
Attu: fftmi Mi.11bem
your NO- City of Fiuntingtcr. Search
Our Na 1455792-MT
V&a of , 3• at 7,30 a.m.
Mck T. 7hanma IIX TITLt AFFI
a�.
SUPPUMENTAL COMMITMENT
The above numbered nommitment (including any supplements at amendments theretel is hereby modiflLed and.lor
eupplerrwnurl In ordtr to reflect the following additional items relating to the 4suarnce of a policy of title insurance
r as follows:
r
IM F SC W, 13 HAS BEEN XMEM.M TO READ AS FOIE YWS:
(F) =M - THE CCIVAN'Y WI11 ==RE THAT TM DIETS OF 77MT SHUM IN 11M #8
AND 14 BE IMMNEM DUE TO I= FACT THAT ME AAC7UAL BEtMFIC2AFClC
UMM rnZ SAME IS FOEIMT L. MAYS}',, VE GaWAL PARIMR OF THE
PARINERSW Or REM PKIP' .�5, L 'D, , A C'AY.UXMTA =NI=
!'A1f1LXRSMP DUE TO TW IEEE OF THE BENEFICIARY FIND TM LESSEE.
i
I M #17 KUM= B PART It HAS BFAN AMEMM TO PEW AS 1"CY.tZG:
j #17 A EM CF TWEfi, )'CDVERn G 'AIM L Ily FS.ATE aCATM BY SIAID'IFASE) r
�i TO SBCM AN YN .B'=NM OF $5000A09.00, RW)FUM DOCEMM 16, 1983
GF CMCLAL F03XWr AS I NO. 83-570223.
D M.l NOVE3vI3M 18, .983.
;'8A9'1Cltt , UM. , JA CAJ,,"'•FMVTA LDU!I FI2 PARTNER M3P.
�: AMMIC'hN C.WAW, A CI�C�TIQ"7.
r 'IC1Att1': MLLS FAADO MW e N.A. , A NA'R'YC BANRCYYRG AS.SOCIATIC N.
ATTAC'HRMT NU. 8
P894 17 of 18
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First American. Title Insurance Company
114 EAST >=11FTH STREET, 1P. a. BOX 207) £ANTA ANA, CALIFORNIA 92702 - 1714) 556.3211
" Much 27 r 1987
T ,
:i
SUPPLEMENTAL REPORT
.ti ftbu r O=p.
rt Owner Drive #105it Our No. 1455792
pw4wt sma h e Ch Yw: No. City Of Hunti.ngWn
Attns sbffi ► pullbem Beach & )L14 P rapt:xti.e,-�
Supplementing our oriina1 report relatil-c to the above nwribeted esemw and title order,we wLt. to advise you of the Mowing:
......+_ Vesting, evended to iced as followf:
r ,
.�...�.... taxes amended w; WOWS:
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Page 9 8 of 18
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Racording Requested By:
a
When Recorded Return to and
Mail Tnx statements to:
i
1
x'=
r DEVELOPMENT AGREEMENT
i
By and Between
i
,
THE CITY OF F'UNTXNGTON BEACH
ar
]ROBERT L. Rl,AYER, as Trustee
of the Robart L, Xaxyer Trust of 1932 ,
dated June 22 . 198 , a x amended
3
7.
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TABLE" OF CONTENTS
section 1. D*vM.10-V 6nt of L110 Sits . . . . . . . . . . . . . . . . 9
A. General : Developer's Right tc Develop ;
City ' s Right to P.egulat:e Development . . . . . . 9
B. Permit;,;ed bevelopment on and Uses of the
Sit:et Permits and Approvals Required . . . . . . 9
C. City Review of Developer' s Plans and
Related Documents 11
D. Scope of Development . . . . . . . . . . . . . . • . . • w . . . . 13
(1) Architectural and Dosign . . . . . . . . . . . . . . 17
(2) Developer 's Responsibilities . . . . . . . . . . la
a. Developer' s Improvements 14
1 ( 1) 0.,=meL cial Portion . . . . . . . . . . . 3.5
(2) ' Residential Portion . . • . . . . . . . 1f
` !3) Parking and Reciprocal
y Parking Agreements . . . . . . . . . . . , 17
(4) Miscellaneous Site
Improvements 18
(3) Walnut Avenue Extension and
tho 11SIar01 Str,rPt . • • • • • • • • • • . 18
(6) Hiscellaneouri public
Improvement•r• . . . . . . . . . . . . . . • . . 20
b. Setbacks . . . . . . . . . . . . . . . . . . . . . . . . . . 22
c. Building Const, ucti.on . . „ . . . . . . . . . . 23
d. S i.gn 3 • • • • • • • • • w e . • • . • . • • • • • • • • • • • 23
1 a. 23
f. Landscaping 24
g. utilities . . . . . . . . . . . . . . . . . . . . . . . . . 24
h. Vehicular Access 25
E. Permitted Uses . • . . . . . 1 • • . • • • • • . . • . • • ► • • • • • ! 2 5
25(1) Genera . . . . . . . • . . . . . . . . . . . . . « . . . . . . . . . .
(2 ) Alcoholic Beverage Sales and
Consumption. . .. . . . . . . . . . . . . . . . . . . . . . . . . . 25
(3) Dancing and LJve Entertainment . . . . . . . . 26
P. Phasing of Development . . . . . . . . . . . . . . . . • • w . . 26
#' G. utilition . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . • 29
R. Cost of Development . . . . . . . . . . . , . . . . . . . . . . . . 30
(i)
08/15/00 FINAL
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1. Applicable Ordinances, Regulations, Ruses ,
and official Policies 30
Other Governmental Agency Permits 32
..i K. Transient Occupancy Tax Ordinances . . . . . . . . . 33
sectLon 2 . Annual of D6vWl02errs Cop lianca
With Agreement? Defaultf Remea i6a;
T1erm ar.t on . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
. i
A. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
N. Defaults--General . . . . . . . . . . . . . . . . . . . . . . . . . . 35
C. Enforced Delay; Extension of Times of
Performance . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 37
W� D. Legal Actions 38
E. Applicable Law and Attorneyrs Fees 38
F. Inaction Not a Waiver of Default . . . . . . . . . . . 39
G. So r.ross--Defaults . . . . . . . . . . . . . . . .. . . . . . . . . . . 3 s)
Seatian 3 . General 11rovisiona . . . . . . . . . . . . . . . . . . . . . 40
X. Assignment . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
B . No Joint Venture or Partnership 40
C • Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
D. Amendment of Agreement . . . . . . . . . . . . . . . . . . . . . 41
I
. Tsrtu . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . 41
F. cooperation in the Event of
Legal Challenge 43
G. Enforceability of Agreement . . . . . . . . . . . . . . . . 45
H. F�n�ifr�ga. . . . . . . . . . . . . . . . . ^ . . . . . . . . . . . . . . . . . . 46
1. Severabflity . . . . 46
1 �
09/15/*8 FINAL
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J'• Cooperation] Execution of Documents • • . . . . . . 47
it. k7ustifiable Reliance . . . . . . • • • • , . . . , . , , . . . • . 47
L. Notices . . . . . . . • . . . . . . . . . . . . . . . . . . . . • • • • . • . a 47
M. Entire Agreement., Waivers . . . . . . . . . • • . . • . • • • Ag
1 N. Effectivie Date. • • • • • . • • ■ . • • • a . . • • . 1 • • eaa • • • 6 50
I ,
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EXHIB T8
A Site Map
B Zegal Description
C Technical Site Flan, Project Description, and Site
Statistics ,Approved Master Plan for Com.-riercial
Portion of' Site and Conceptual Site Plan for
Residential portion of Site)
D Conceptubl Residen-tUal PhaRinr' 'exhibit
E Approved Title Exceptions
AIR
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08/15/00 FINAL
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Yam,
DEVELOPMENT AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTONr BEACH AND
ROBER,T L. MAYER, as Trustee o1 ::he
Robert L. Mayen Trust of 1982,
dated June 22 , 1982 , as amended
THIS (DEVELOPMENT AGREEM8NT ( "Agreement" ) is ent4red into
by and between ROHERT L. .UAYER, as Trustee of the Robert I! .
Mayer. Trust of 1982 , dated June 22 , 1982F as amerd,:!d
(hereinafter "Developer.") , and the CITY Cr- M'fJNTINGTON BEACH,
a municipal corporation (hereinafter "City") .. rursuan, to the
authority of sections 65864 through 65869 . 5 of :,he Governwent
Code of the State of California (the "Development Agreement
statute") .
4
R E C I T A L S ;
A. To strangthen the public planning process ,
encourage pro ,late participation in comprehensive planning and
reduce the economic risk of development, the L,egislatu:a of
tba State of California adopted the Development Agreement
Statute, which statute authorizes the City to enter into a
development agreement with any person having P. legal or
equitable intereat ,in real property for the purpose of
establishing certain development rights in the property which
is the subject of a development project application.
Pursuant to the authorization zet north in California Govern-
A'TTACMUT NO. 9
Page l of si
08/15/86 rINAL
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meet Code: Stc-cti oll 65864 c:t seq. , the: City Caunci i opt�d
Ro'coluticn No . 53 Wit) on YJ,',in '• 18 , 3.9 3.1 , `r,t;:l�l i sllf.lyg n: ►. �F'dtlYe3�+
ai-n-1 requireLICInt5 for consi.derat iota n l: f. •yelopneilt lac;�:r'i►r,Ic�nt � .
B , Pursuant to the ^.ali.foYnia Co:,imiujity Redev-1opneny.
r
Law (California. health ran"" Safety Code. Sect i.orl :33000 at
she City Council has ;. re:viou5l.y adept►d 4 `L31t nC& roe
2578 and 2634 �2stabliohing a PIZin *,or t:hu
Main-Pier Rer_1eve?.oPinen- Pro- c:o'r T,r c:!a (thcc "Renee" 1o1:"n:aril-
Prrjec% Arc-all) . I'ti'Y purpose of 'Cha Redevelopment Plan ity to.
.liyiItn ta; blight (:,:d re6ev�A.op 5-he Re-developme-:nt riicjeac:t:
Area . Pursuant to Section ? . l ni' the R_:deva'l pment Plan , the
ity Is comwi_tted to id.ina and coope E.ting tiiith t:iie ,
r�.'_"✓f.' 1 t7�ITsr'Ilt Agency of the Ci*,L:, oat Ifulat L ogt:on Rc•`ach (the.
111lgr nc�-") to carry out the Re.6o_ velapmrnt Plan.
T1-te pcl'rE�ose of ih►;s Agreement is t:. �5t:al:li�tc
L1Flvt'1 t.k xeat :rights, :ancl i n cie::tain real property
,j ( the "Sits") !:,itviated within -1_*he Redevelopment Project Area,
..c► assist in the Agency's iriplemantat,ion of tha kedevelopment:
Plan, to pr_,vide a ser.ur n means of financing needed public:
# improve:fients , to provide addlitinnal visiterr-serving facili-
tiet., employment opportunities, and housing and to generate
i substantl,al additional revenues to the City and Agency to
.ai
enable them to maintain and improve vital public services
provided to the citizens of Huntington Brach.
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08/15/88 FINAL
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D. The Site is that portion of the RedSveelopmeint
Project Area ao designated on the "Site Map' and more
particularly described in ttik.% "Legal Description" which are
attached hereto as Exhibits "%" and "gu , respectively, and
�! incorporated herein by -;:his reference. The Site: includes the
"Developer Parcerl# " the "City Beach Maintenance Facility
Pa rcel , " and the "Beach Boulevard Remnant Parceel , " which are
*aoh so designated on the Site Map,
E. On or before the Effective Date of this Agreement,
Developer and the Agoncy will be entering into a Disposition
and Development Agreement (the "DDA" ) , which DDA provides for
the dispn eition of the Sitc to Developer and its development
as an inteyrateed, multi-phased commercial and residential
complex (the "Project") . The DDA will be a public record an
s file in the office of the City Clerk of the City. finless
r e 1
otherwise spe�cif ieally set forth herein, all of, t.�iea def in d .
torus in this Agreement shall have the same meaningii as such
--arms have in the DDA.
IF. As of the Effective bate of this Acyreement, the
City owns fee simple title to the S3.te. Developer is the
portion of the site consistin of the
present leeeeseer a! that P n g
De
1vetilcepeer Parcel , pursuant
the terms of that ceertain
B000nd Amended and Restated isaso ("Existing Lease") between
the City and Developer dated o;i or about August 15, 198(e, and
expiring an or about January 31 , 2013 � After the Effective
A'1" ACUSM't►' No. 9
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04/25/80 FXNAL
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Date of this Agreement, the Agency and City will bu entering
into a purchase and Sale Agreftient (the "City-Agency
O Agreemant") pursuant to which the City will convey to the
` Agency all of the City's right, title, and interest in and to
the various "Separate Development parcels" within the Site
(as that teri • is defined below) , including all improvements
�.j thereon which mar* owned by the City, excepting only certain
rose: gyred City interests in oil, gas, hydrocarbon substances,
and mineral and water rights, all is more particularly
described in the City•-Agency Agreement and the DDA.
Such conveyances shall occur in time for the
"Pisposition TransferO of such Separate Development Parcels
from Agency to Developer -- transfers of fee title to that
portion of the Site to be developed for residential uses (the
�. "Residential Portion") and transfers of new and revised
leases with respect to that portion of the Site to be
dev.alo ;ad with commercial uses (the "Commercial Portion") ,
all as set forth in the DDA.
G. Prior to and as a Condition to each Disposition
Trans9:eer, the Developer will be required to obtain City
approval of the following specific land use &pprovals and
building and construction parnits (the "Approvals ") to the
extent applicable to each Separate Development parcel to be
so transferred: (i) a "'Master Site Plan" for the Separate
Development Parcels in the Commercial Portion; (ii) s
r-i
ATTAM"NT Na. y
08/25/88 FINAL Pepe 4 of 51
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44
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*Conceptual Plan" for the Separate Devalropment Parcels in the
Residential. Portions (iii) a conditional use permit or
r
' 1 p4rmits and a coastal development permit or peri mite for each
phase= (iv) a "special permit" :for any requested deviation*
ter+
from normal, development standards and requirements; (v) a
parcal, or tract map for the consolidations/divisions of the
existinq parcale within the Site to create the various
separate Parcels r (vi) approval of the "change of
uso" of the existing mobilehomo park on the Developar parcel
(including without limitation the removal of the "X-H Ov'arlay
Zone$' therefrom, the approval of the Impact of Conversion
Report, and the approval of a Relocation Assistance Plan) r
(vii; as to the Separates Development Parcel (s) on which an
identified wetlands is located, approval of wetlands
mitigation in accordance with the Coastal Element of the
w
City0s General r1an and the Downtown Specific Plans (viii)
final building plan/permit approval for the Developer
Improvements on a Separate Development Parcel and approval of
the plains and specifications or construction drawings for any
' public itaprove:aents to be constructed by the Developer within
public rights-oi-way; and (ix) an encroachment permit or
i permits for work to be undertaken by the Developer in public
rights-of-way. An of the Effective Date of this Agreement,
i
the following Approvals will have been issued: (i) approval
of the Master Site Plan for thm. Commercial portion (which
A1r.9AQtI MNT No 1 !
08/15/88 Fx page 5 ca f 31
J r�rAz,
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consists of the applicable portions of 'the "Technical Site
Plan, Project Description and Site Statistics" which is
attached to this Agreement as Exhibit "ell) ; (ii) approval of
the "change. of use" of the existing mobilehome park on the
.ry '
Developer Parcel ( including without limitation the removal of
,.� the OK-H Overlay Zone" therefrom [ZC No. 87--7) and approval
of the Impact of Conversion Report and Relocation Assistance
Plan therefor) _ (iii) the conditional use permit (CUP
No. 87-7) and coastal development permit (CDP No. 87-7) for
the Phase 1 hotels (iv) approval of any "special permits" for
deviation from normal development standards or requirements
.i for the Phase 1 hotels and v the tentative tract ma
( ) P
(TT No. 13045) for the Phase 1 hotel . In addition, as of the
Elfactive Date of this Agreement, the City has adopted a
Procise Plan of Alignment for Walnut Avenue through the site
' consistent with the Approvals so granted. The balancer of the
aforesaid Approvals have not been iisuerd.
H. Insofar as the California Environmental Quality Act
1 is ResourcesSectionsl10 s(Puri 2 0 0 et sea
, (CEQA) ) is concern
end, the Project is a part of the area inel :ided within the
Downtown Specific Plan which was adopted by the City Council
j on July IS, 1083 . Environmental Impact Report 82•-7 prepared
for the Downtown Specific Plan considered generally the
impacts of the land uses proposed by the Project. In
addition, the City, as lead agency for the Project, prepared
WW
1
ATTACHUNT 210. 8
Page 6 0! !f.=
� 48/1S/88 PINA�
��r�fi�", r.•1�l
a Supplement to Environmental Impact Report 82-2 for the
Project. Prior to the hffeeeative Data of this Agreement, the
City has certified . the $upplarnsnt -to - P-n- ironmental Impact r
Report: 82-2 , adopted ceeirtaf.n mitigation measures with respect
to the' Project, and made certain findings with respect
thereto, all as ree+qui' 6d by CEQA. The City has fully
considered the eeenvironmesntal impacts of the Project and ' the
Suppleemsfit to EIR 82-2 prior to approving the Project.
1 . On hunt 22, 19880 the City Planning Commission, the
!advisory agency for purposes of development agreement review
4 ,
pursuant to Government Codes § 65867 , held 4 duly-noticed
public hearing regarding this Agreement and, at the! con-
elusion of the hearing, and after considering the evidence
and argument submitted by the: City staff, the Developeer, and
all • intereoested parties, adapted its Resolution Me. 1400
recommending that. the City Council approve this Agreement.
J . an August 15, 1989 , the City Council held a duly-
noticed public hearing regarding this Agreement, and
considered the recommendation of the Planing Commission and
the evidence and argument submitted by the City staff, the
Developer, and all interested parties.
K. Development of the Project on the site in
accordance with this Agreement and the Apprtvais is in
accordance with the policies and goals set forth in the
Cit:y0s General Plan and Downtown Specific Plan.
A"Aca"U ! 100. 9
page 7 Of 81
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L. For the rsaaons recited herein, the parties hereto
Deere, determined that the project is a development for which a
4 Develop"nt Agreement is appropriate. This Agreement will
eliminate uncertainty in planning for and secure the orderly
development of the P_ 1 ject, assure progressive installation
or; nscessary public improvements, provide for public services
appropriate to each stage of development of the Project,
-� ensure attainment of the maximum effective utilization of
resources within the City, generate substantial revenues
needed by the city and Agency to maintain and expand vital
public services for the benefit of all citizens 'of the City,
and ,otherwise achieve the important public gomis and purposes
for which the Development Agreement Statute was enacted. In
exchange for these benefits to the City, the City has deter-
mined , that it is appropriate that the Developer receive the
assurance that it may proceed with the Project in accordance
with the terms and conditions of this Agreement and the
•- t
City0s existing ordinances, resolutions, regulations, rules,
-� and official policies as of the Effective Date of this
Agreement.
I
ATT71CF�[!biT NO. 9
large 0 of 51
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C0V2NANT8:
-� section 1. Development of the ,Site.
A. Generals Developer's Right. to Develop;
Cit "s Right to Regulate deyelo meat. Developer shell have
the aright to proceed with tiro Project on the Site' in
accordance with the te=s and conditions of this agreement,
- � And City shall have the right to regulate development of the
site in accordance with the terms and conditions of this
Agreement and all City ordinances, regulations , rules, and
official policies in force &s, of the Effective Date of this
1
Agreement.
H. Permitted Dieyelogment On and Uses of the_ Site;
- Permits and AP12rcyals Required. The City shall permit the
w■.■yr . r.r. Sri ' /.r.�./ ir...
Proj sot to be developed on the Site in accordance with the
terms and conditions set forth in this Agreement (including,
without limitation, Soo'tion 1.0 and 1. 1 below) and the
Approvals referenced in Recital G above. The permitted uses
-► of the Site, the density and intensity of use, the maximum
height, bulk and size of proposed buildings, provisions for
reservation or dedication of land for public purposes, the
f
location anA., design of public impcovements , the uses to be
f✓A■.
permitted on the Separate Development Parcels, and all other
..� tsrm►sm and conditions of development applicable to the Site
shall be those set forth in this Agreement, the Master Site
-' ATTACA!l1 UT NO. I
Page 8 of 51
08/15/88 FINAL
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Plan for the Commercial Portion of the Site, the conditional
use permit, coastal development permit, and tentative tract
map to be approved for the Phase 1 hot.ai prior to or
concurrently with the Effective Date of this Agreement, the
,r
approved "change of use" of the existing mobilehome park on
the Developer Furoel (including without limitation the
!` approved impact of conversion Report and Relocation
Assistance plan) , all of the other terms and conditions of
this Agreement (l�ncluding without limitation, and to the
extent not superseded by the specific previsions hereof, all
applicable city ordinances regulations, rules and official.
PP Y � 9 � �
policies in force as of the Effective Date of this
Agreement) , and the development plans and permits to be
secured by the Developer after the Effective Date of this
Agreement, as referenced in recital G above. Notwithstanding
ghee forego' ing, the City recognizes that Developer. may request
tpprovai of plans or permits which differ from the Approvalu
previously granted and the specific provisions of the scope
of Development (Section 1. D below) based upon refinements in
planning or changes in market or financial feasibility
between the Effective Date of -this Agreement and the time of
actual development, provided that such plane shall in all
events be consiatlent with the Downtown Specific Plan and
' other General Plan and zoning requirements applicable to the
i Site an of the Effective Date of this Agreement. The City
si
JkTTACMU T NO. 9
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08/1,5/8 8 FINAL
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agrees to act reasonably in reviewing any such proposed
change(s) based upon lsgiti,mate land use planning concerns.
In the event of any inconsistency between the approved plans
and this Agreement, tha approved plans shall govern.
' With specific regard to the Residential Portion of
� the Site, the Developer and City each recognize that the
Developer is required to obtain Planning Conmission approval
!i -of a Conceptual Site Plan for the Residential portion prior
to approval of any conditional use permit for residential
development, in accordance with Section 4 . 10. 02 of the:
Downtown Specific plan. The Developer and City herby agree
y that the portion of the Technical Site Plan, Project
Description, and Site Statistics attached hereto as Exhibit
n n
C applicable to the Residential Portion of the Site is
provided by the Developer for informational purposes only to
allow the City to analyze the nature of the planned
development of thn Residential portion.
The City agree a to cooperate with the Developer in
issuingencroachment e
permits reasonably required b,, the
Developor for any construction to be undertaken by the
Developer in City rights-of-way.
C. City Review of Developer'a Plane and Related
Documents. The City agrees to promptly commence and dili-
gently proceed to complete the review of all of Developer' s
applications for development and building permits and
e�
ATTACRUNT No. i
Page 11 of 81
08/15/98 FINAL
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approvs?a. The city'` evaluation of such matters shall be
1
conducted in accordance with City ordinances, regulations,
rubes, and official -policies in force as of the Effective
Date of this Agreement. During the preparation of all
drawings, plans, and related documents, staff of the City and
Developer shall hold regular progress meetings as needed to
eoordinatai the preparation and review of such items. The
staff of the City and Developer shall communicate and consult
informally as frequently as is necessary to ensure that the
formal subwittal of any documents to the city can receive
prompt and speedy attention. Upun the Developer's request
and payment of all City costs therefor, the city may retain a
}
� contract plan checker or checkers to enable the City to
expedite the procdesing and reviews of filial building plcno
!A and construction drawings.
No plan, permit, or approval required for the
development of the Project shall be revoked or subsequently
disapproved once issued by the City provided that th8
development is consistent with the plan, permit, or approval .
Any disapproval by the City shall state in writing the
treasons for disapproval.
{ Zf Developer desires to make any substantial
change in any of they plans after their approval, by the City,
Developer shall submit the proposed change to the City for
approval . The processing, review, and approval of any such
rat
AT'fACSK8N'I' N0. 9
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08/15/88 F1NAT
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revised submittal shall be srbJect to the same provisions an
a aro set forth above for tba initial ■uibmittal.
" D. Sco" a _o f Development. The Project shall be
planned, designed, and constructed in accordance with this
section 1.D.
(1) Architectural and Design. The Commercial
� aat-tion and the peesider►tial portion of the Site
shall be designed and developed as integrated
i4A .
complexes in which the buildings will have
architectural excellence, both individually, as
wall as in the context of the total conmarcial
complex and residential complex, respectively. The
architecture and design of each phase of they
Project shall be subject to the Cityrs normal
Design Review Board approval process.
r�
The improvements to be constructed on the Site
awI shall be of high architectural quality, -shall be
well landscaped, and shall be effectively and
aesthetically designed. The shape, scale of
volume, exterior design, arid exterior finish of
each build4.ng, structure, and other improvement
must be Consonant with, visually related to,
AA
physically related to, and an enhancement to each
f
other and, to the extent reasonably practicable, to
{ adjacent improvements existing or 'planned within
Md
+� A"ACMENT no* !
page 13 of 31
08/15/68 FINAL
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•1�1�,..1 1Syyy�W� � � 1
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the Redevelopment Project Area. The Developer' s
y
plains, drawings, and proposals submitted to the �
Agency for approval shall describe in reasonable �
i
detail the architectural character intended for the i
pbveloper Improvements.
The open spaces between buildings where they
eitist shall be doisigned, landscaped and developed
w-itth the asame degree of excellence. The total
development shall be in conformity with the
1 ;
Aiedevelopment Plan for the Aedevolopme'nt Project
Area.
(2) Gey, y4lv2er-s R_ _esponsibiliti0s.
a . Developer Iagrovements . Subject to
1
all of the other provJLsions of this Agreement, the
Developer agrees to develop and construct., or cause
the development and construction of the
.wl
;improvements (herein the "Developer Improvements")
-defined below, or such additional size, intensity,
EM
and character of improvements as may to permitted r
and approved under applicable land use regulations
of the City and Agency.
1
The Site will be developed in six (6)
co=ercial phases and three (3) residie,%tial phases,
�i The boundaries between and anion; the phases of
development shall 'gee generally consistent with the
J
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00/15/88 FINAL
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F h M6Y,.,pip,.x#r+yrv0.0 ; .•(
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k' phasing plat± included in Zxhib,it "C." It
understood that phases . may be developed
j concurrently, subject to the limitations not forth
in Section 1. F of this Agreement. The sir (d)
commercial phases and the three (3) residential
phases are described in Exhibit "c" and are
described generally below.
(1) Commercial Portion. The
Developer Improvements on the Commercial Portion of
"w the Site shall include:
(a) Phaae 1 t Separate Devexaip-
ment Parcel� !:'o. _1 : A maximum 300-room firat-
class hotel on an approximately 3 . 6 acre
Parcel .
(b) Phase 2 ; depara►te Develop
M
meat Parcel No.2: A recreation/tennis/health
+
and fitness facility, including a swimming
pool, e<xeroise/weight training room, sauna ,
and spa on an v, roximartel 3 . s acre parcel .
P AP Y P
(c) Phase! 3 ; sMarate develop_
inent Parcel No. 3 z A first-class hotel with
conference facilities, with a maximum of 5G0
rooms, located on an approximately 2. 9 Acre
r.+ yarcel.
7 TTACNXINT NO. 9
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08/15/08 rINAL
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Ewa
d Phaaa 4 y Separate Deyolo -
gent Parcel No. 4 : An all-suite Motel rwith a
maximum of 250 room*,, boated an an
approximately 1 . 2 are parcel.
(a) Phase 5; Separate Develops
want Parcel. No. 5: A speciftlty retail center
1
on an approximately . 3.8 acre parcel , with
r approximately 75, 000 square feet of
improvements .
(f) ' Phase 8: Separate Deve.lo 2-
ment Parcel No. 6 : A luxury hotel with a
maximum of 400 rnoms, located on on
approximately '5 acre parcel..
(Z) Residential portion. The
.. Developer improvements on the Residential portion
of the Site &hall be phased in general conformity
with the "Conceptual residential Phasing Exhibit"
,r attachod hareto ai Exhibit I'D" and shill. include:
(a) Phase 1 ' Separate eve o -
went
•1
Parcel No. 7 : Approximately tine-halt
(1/2) of the residential units to be
r
constructed on the Residential Portion (438,
based upon the maximum development of 875
1
residential units contemplated in the
+ Supplement to EIR 82-2) .
:j
ATTACKSENT NO* 9
page is or �1
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(b) Phase 21 Secaratee Develop-
ment .•
went Parcel No. S : Approximately one-fourth
(1/4) of the residential units to be
constructed or. the Residentitil Portion (2155;
+.1 'based updn the maximum development of 675
residential units contemplated in the
Y., f
Supplement to ElR 8$ 2) .
�- (c) Phase 3 ; SaRaaxate DevelopZ
ment Parcel Now: Approximately, one-fourth
(1/4) of the residential units to be
constructed on the, Reeidentiel Portion (218 ,
Owe
biseed upon the maximum development of 875
residential units contemplated in the
Supplement to EIR 82-2) .
(3) Parking and Reciprocal p,irking
Agreements. Tne Developer shall provide all off-
street parking rewired pursuant to the applicable
provisions of the Huntington Beach ordinance Code
(the "Code") , including any permitted
modifications, per the approved plans. The City .
has agreed that the parting for the Phase 1 hotel
(including guest rooms, lounges, meetinv roams,
ball rooms, and guest-serving retail uses) shall be
` determined on the basis of the City's parking
requirement for hotels of 1. 1 parking spaces per
*sqe 17 0f i3
r,
o-• (' I 1 -. /DIY'1" ��.
1
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1
guest room, pursuant to Article 9606 (a) (H) of the
Code. If the City determines after the Phase 1
hotel is completed and operating that the parking
is not adequate, the Developer agrees to cure such
deficiency by providing additional parking (above
the Code requirement) in the uubsequent commercial
prase or phases. The City and Developer agree to
�+ address such parking deficiency by obligating such
i
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subsequent commercial phase or phases to provide
joint-uses or shaved parking for the benefit of the
Phase l hotel. parking for the other hotels
planned for the Commercial Portion (phases 31 4 ,
and 6) may be handled in the same manger. Parking
deficiencies may not be cured by providing
additional parking along the beach side of Pacific
Coat Highway.
r _ (4) Miscellaneous Site -Improve-
ments. The Developer shall provide. all
-•1 landscaping, open areas, driveways, and other
incidental on-Hite improvements required for each
1'
� Separate bevelopzent Parcel an development occurs,
' in accordance with the ap
proved plans.
_I
(5) Walnut Avenue Extension and
-- "8nur" Street. Walnut Avenue shall be extended
YYY.wr Y.�w
through -the Site consistent with the Precise Plan
ATTACNMNT NO. s
Page IS of Si
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of Alignment for Walnut Avenue previously approved
by the City. The north-south connector street
between commercial Phasesand 4 (the "spur"
I tIt
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street) shall extend across a portion of the Site,
from pacific Coast Highway to walnut Avenue,
between the Phase 3 commercial development
(Separate Development Parcel No. 3) and the phase 4 ;k
commercial development (Separate Development Parcel
No. 4) , an shown on the approved Master Plan for
the Commercial portion.
Walnut Avenue and the spur stree'\
shall each consist of approximately ao feet , of
pavement, including the landscaped median strip,
i within 90 feet of right-of-way and shall include
(i) 'traffic signalization at the Intersections of
Huntington/Walnut, Walnut/llspur" street, Walnut/
Beach, and „spur" street/PCH, (ii) Median
landscaping and perimeter landscaping designed to
enhance the quality and aesthetic charmater of the
.w Developer0a development on the Site, and (iii) all
mw
of the curbs, gutters, sidewalks,, street lights,
bus benches, storm drains$ utilities, parkway
+
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landscaping, and other required improvements in the
street right-of-way.
Palo 19 of 52
f 06/18/85 FINAL
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The extension of Walnut Avenue shall
be phased as follows: (i) the first phase shall be
.,� the stub-in from Huntington Street to the area
- + adjacent to the rear of the Phase 1 hotel (Separata
.� Development parcel No. 1) , and shall be
accomplished prior to completion of the Phase 1
hotel; and ( ii) the balance of the construction
shall be accomplished by the completion of the
Phase 3 commercial development (Separate
Development Parcel No. 3) .
(6) Miscellaneous Public Improve-
ments. The Developer shall be responsible for the
following limited and specific off--site public
^i improvements and site work:
(a) A pedestrian ov+ercrossing
of pacific coast Highway in the general
location of the Phase 3 commercial development
i H3
(8sparate Development Parcel No. 3) , if
incorporated into the approved plans (and Cnl
Trans provides its approval) . Said, overcroas-
rr, sing shall be in conformity with the Ci.ty's
existing Ddwntown Design Guidelines and
CalTsarns minimum design etandards as described
in Section 7-105 of the State of California
71'i TUM11 MT 11. !
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Highway Design Manual (using pedestrian-only
' design standards) .
(b) At the Developer's option
(and assuming all necessary governmental
approvals are obtained) , an additional
pedestrian avercrossing of pacific Coast
i Highway in the general location of the Phase 5
comma -cial development (Separate Development
Parcel No. 5) , with said oveltrcrossing to be
consistent with the overcrossing referenced in
subparagraph (a) and in conformity with the
, engineering and design standards referenced
therein.
(c) The following additional
public: improvements: (i) any street widening
required around the perimeter of the Sitar
y (ii) curbs, gutters, sidewalks, street lights,
street furniture, and landscaping within.
public rights-of-way on the Site: (iii)
signalianti,on improvements or modifications at
the intersections of Beach/PCH and PCH/
Huntington Street j (iv) extension of trio City
domestic water line from its existing terminus
at Olive and Third Streets to the Site; and
(v) extension of all other utilities required
Page 21 of ai
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for development of the Project from their
i existing locations at the perimeter of the
,. -1 Site across the public rights-af-way on or
•` --.1 adjacent to the Site and each Separate
'. � Development Parcel thereof.
IiJ
(d) In connection with the
preparation of each Separate: Development
Parcel for construction of the Developer
Improvements , the: Developer shall reaebaondon
--�' any existing abandoned oil wells on such
parcel to the than-current standards of the
California Division of oil and Gas .
(a) After the Developer
satisfactorily completes each of the public
improvements required to be constructed in
accordance with this Agreement, such
impbovemente shall be accepted by the City or
Agency. The City shall maintain .such
improvements at no expense to the Developer,
and the Developer shall have no responsibility
therefor, except that the Aeveloper shall
maintain at its sole eexpentis the sidewalk and
landscaping behind the curb.
b. Setbacks . Minimum building and
parking setbacks shall be in accordance with the
ArtheMONT NO 0 9
Page f2 of 51
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applicable existing provisions of the Huntington
r
- Beach ordinance Cede.
- a. Building construction. Buildings
shall be constructed in accordance with the
./! applicable axisting provisions of the Huntington
r., r
y Beach ordinance Code and the approved final
building plans.
d. Signs. Signs shall be in accordance
1 -
\.� with the applicable existing provisions of the
Huntington Beach Ordinance Code and, more
specifically, the Downtown Specific plan and design
i
criteria. No signs shall be erected on the
exterior of the improvements unless sxucb signs and
signing have been submitted to and apyrc,ved by the
11� planning Commission. Developer shall submit for
approval by the Planning Commission and shall
f r implement a Planned Si na a p g q Program with respect to
all signage on the Site prior to the .installation
of any signs.
0. Screening. All outdoes storage of
1
materials or equipment. shall be enclosed or
.� screened by walls, landscaping, or enclosure to the
extent and in the manner reasonably required by the
City/Agency staf! and applicable treating
provisions of the Huntington BreAch ordinance Code.
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ATTACIMNT NO.
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f. Landscaping . The Developer shall
provide all landscaping and irrigation required on
, 1
the Site, including the landscaping and irrigation,
i withim the public rights-of-ways on or adjacent to
the Site, in accordarv.-! a with the approved landscape
, l
plans. The Developer shall maintain all
landscaping on the Site behind the curb. After
satisfactory installation of the median landscaping
and irrigation systems within the public rights-
of-way on the Sits in connection with the
development of each Separate Development Parcel,
w�{ the City shall accept such imprcvements and
-r.
maintain the same at no expense to the Developer,
and the Developer shall have no further
-� responsibility therefor.
i
g• Utilities . The Developer agrees to
extend all utilities rrequired for the development..
use and maintenance of the improvements on the Site
from the locations to which such utilities will. be
..1 brought pursuant to Section I.G below to the
Private improvements to be located on each
applicable Separate Development parcel.
All utilities on the Site shall be
located underground.
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h . vehicular Access. The number and
' location of vehicular driveways, and curb breaks
shall be in accordance with the approved plans.
X. pemitted Uses.
fl) General. After completion of construc-
tion on each Separate Development Parcel, the Developer (and
permitted successors . and assigns) shell be entitled to use
'and occupy the Site in accordance with the development
approvals referenced in Recital C and Section 1. 8 of this
-� Agreement and otherwise in accordance with all applicable
existing provisions of the Huntington Beach ordinance Code.
'1( (2) Alcoholic Severace Sales and Consumption.
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• 1 4�rw Atl��w1.M�iwln• �Mw�� IIS ��Y
The hotels to be developed in the Commercial Portion of the
S;.te (including the restaurants, lounges, and similar
..., accaisory uses located within such hotels) ,.:hall be permitted
to sill alcoholic beverages fot:r on-premises consumption,
cubjact to the Developer's obtaining the necessary liquor
licanse (s) from the California department of Alcohol and
Beverage Control ("ABC") . The City recognizes that
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restaurants and other commercial uses located elsewhere
within the Commercial Portion of the Site may require
peraissinn for the sale of alcoholic beverages for on-
prem.i.ses consumption as well, and the City agrees that such
uses shall be permitted subject to the City"s reasonable
reviews of location, type of use, and ot%ar similar land-use
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All
considerations and economic factors to assure a continued
high-quality project that is compatible with neighboring
residential and commercial uses .
(3) Dancing and Litre Entertainment . The
,' hotels to be developed in the ccmmvrcial Portion of the Site
(including.' the rertauranrs, lounges, and similar accessory
( usax located vithin such hotels) shall be permitted to
.� provide live entertainment and dancing in accordance with the
city's ordinances, regulations , rules, and official policies
�.# in force as of the Effective date of this Agreement. The
City recognises that restaurants and other commercial uses
ri
j located elsewhere within the commercial Portion of the Site
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may require permission for live entertainment and/or dancing
� as well, and the city agree* that such uses shall be
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permitted subject to the city' s reasonable review of
"J location, type of use, and other similar factors to assure a
continued high-quality Project that is compatible with
neighboring residential and commercial uses.
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P. Phasing of Development. Notwithstanding any
other provisions of this Agreement to the contrary, without
the City*o written consent, which consent may be withheld in
the City's sole and absolute discretion, the time, order, and
phasing of the development of the Separate Development
Parcels within the Sit* shall be consis�ent with the
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following requirements and limitations:
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.,} (i) Within the Commercial Portion of the
Site, the order of development shall. be
as followst Phase 1, Phase 2 , Phase 3,
Phase 41 Phase S, and Phase 6 (Separatu
` Development Parcel Nos. 1--6) (as such
phases are described in section 1. D ,
above) .
-1 �ii) Within the residential Portion of the
".' site, the order of development shall be s,
as follows: Phase 11 Phase 2, and
Phase 3 (separate Development Parcel Nos.
7 -9) (as such phases are described in
Section 1. D above) .
.� (iii) The commencement of construction of the
A Phase 1 residential development (Separate
Development Parcel No. 7) shall occur no
earlier than the demolition of the
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Huntington Beach Inn and the commencement
�.J of construction of the Phase 3 commercial
development (Separate Development Parcel"
No. 3) .
(iv) The commencement of construction of the
Phase r residential development (Separate
Development parcel No. 8) shall occur no
-Fier than the commencement of
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ATTACMU 1'1' NO. 9
Page 27 of 81
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construction of the phase 4 eotatrercial
development (Separate Development parcel
No . 4) .
(v) The commencement of construction of the
`1 Phases 3 residential development (Separate
Development Parcel No. 9) shall occur no
earlier than the commencenent of
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construction of the Phase 6 cosmorcial
development (Separate Development Parcel
No. 6) .
This Section 1. F shall be interpreted consistently
with Section 1 -D above. The timing and phasing of
w.�
development shall be further restricted as set forth in the
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DOA.
During the tarts of this Agreement, no moratorium or
other ordinance, regulation, .rule, or official policy
Iii6iting or conditioning tha rate, timing, or sequencing of
development of the Site (including without limitation any
oyrdinanco, regulation, rule, or official policy which
purports to limit or condition the rate, timing, or
ampowing of development based upon levels of service on
roadways, roadway capacities, capacities of drainage
lacil,ities, capacity of newer 9acilitiec, provision of
emergency service, or similar matters) shall apply to the
t
Site$
A'dTACAICM M. f
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G. Utilities. The city represents that, with the
exception of the domestic water line referenced below, all
- � utilitfrs (including sanitary sewer, gas, electrical, storm
dzainage, telephone, and cable are available at, the
i perimeter of the Site and that the capacities of such
ye utilities are and shall remain at all timer sufficient to
f adequately service the cohst:ruction, operation, and
saintstance of the improvements contemplated for the Site,
1
provided that the project is' developed in accordance with the
phis ing schedule set forth in Section I.? and Exhibit "G: "
The Developer agrees to extend the city domestic water line
from its existing terminus at olive and Third Streets to the
site. In general the line shall be extended to Walnut
M.►: Avenue and thence along Walnut Avenue (including the planned
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extension ther;aof east of Huntington Street) to the Site,
with the prods* alignment as determined by the City. Within
sixty (60j days altar the Zffective Date of this Agreement,
the City shall establish a precise alignment for rho water
line and provide the Developer with all engineering
rogdirements and specifications for the 'water line and all
�Y information available to the City regarding the physical
cohditiona along the proposed alignment: that are pek-tinerst to
construction. fto Devoloper shall prepare plans and
specifications for the grater line and submit the same to the
city for approval no later than the date on which the
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06/15/88 FIN"
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Developer submits its final, building plans for tshe Phrase 1
hot*II provided that. the City understands that the Developer
at its option ' ia$y submit the utility plane and commence
' t conatruetion of the water litre in edvancd of thee submittal of
Plans and coeanencen4nt of construction 'of the Phase i hotel . i
The City shall review and a►ppr'ovo the plans and
iiWaifications for the water line in the enms mariner as set
forth in section 1 .0 above for the review of final building
i . .
plans and construction drawings . ,
H. Cost of Development. The . Developer shall ba
responsible for a 1 casts of developing the Project,
excepting only ':hone coats which have ?II expressly assumed
by the City under this Agreement or by the Ag' nncy under the
. '� DDT►.
4 ': . f • A lic�rbI Ord::na►nces,�RMlation sc Ru '
Officia � Policies. The , city' s ordinances, regulations,
itlen and official policies governing permitted uses of tale
j Site,, and the dovelopment, density, intensity of use, d4sign,
improvement, bonstruction and building mtandarda, occupancy
ler►als of s$rvica of- traffic improvements and traffic
sitigation requirens7its, police, fire, rrad paramedic
protection, drainage protection and flood control , park
stindards, restrictions of any) an the timing, sequence, and
phasing of development, and all other City lane' use
reeNire ant• appl i-ableto the Site and t,h a Project shall be
,
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