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HomeMy WebLinkAboutShea Homes Limited Partners - 2015-09-08 CITY OF HUNTINGTON BEACH ' CITY MANAGER'S OFFICE 2000 Main Street, Huntington Beach, CA 92648 HUNTINGTON BEACH TO: Honorable Mayor and City Council Members VIA: Fred Wilson, City Manager FROM: Ken Domer, Assistant City Manager Kellee Fntzal, Deputy Director DATE: October 19, 2015 SUBJECT: CONTINUED CITY COUNCIL ITEM: Approve the Exclusive Negotiation Agreement (ENA) for redevelopment of the Michael E. Rodgers Seniors' Center Site with Shea Homes Limited Partners On September 8, 2015, the above item was on the City Council Agenda for approval and was continued to the meeting of September 21' at the request of Shea Homes At the September 21st City Council Meeting, the item was continued to October 5th Since that time, Shea Homes has withdrawn their proposal,therefore the item should be removed from the Agenda A0P46L14:t -7 -0 TU ;�&7-rovE" /7�� r-eoen Oo�uSlo&. fcmj HB _2;9_ Item 12. - I • Jj fe CITY OF HUNTINGTON BEACH ' CITY MANAGER'S OFFICE 2000 Main Street, Huntington Beach, CA 92648 HUNTINGTON BEACH TO: Honorable Mayor and City Council Members VIA: Fred Wilson, City Manager FROM: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director DATE: September 21, 2015 SUBJECT: CONTINUED CITY COUNCIL ITEM: Approve the Exclusive Negotiation Agreement (ENA) for redevelopment of the Michael E. Rodgers Seniors' Center Site with Shea Homes Limited Partners On September 8, 2015, the above item was on the City Council Agenda for approval and was continued to the meeting of September 21" at the request of Shea Homes Staff is requesting that the item be continued to the October 5th City Council Meeting RECOMMENDATION: It Is recommended that the ENA for redevelopment of the Michael E Rodgers Seniors' Center site be continued e0,,J77?eJM-" 70 /0 Item 17. - 1 HB -710- Dept ID ED 15-19 Page 1 of 2 Meeting Date 9/8/2015 CITY OF HUNTINGTON BEACH g i REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 9/8/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director, Business Development SUBJECT: Approve and authorize execution of the Exclusive Negotiation Agreement (ENA) for redevelopment of the Michael E Rodgers Seniors' Center Site with Shea Homes Limited Partnership Statement of Issue At the August 17, 2015, City Council Meeting, the City Council selected Shea Homes Limited Partnership (Shea), after Woodbridge Pacific Group withdrew their proposal, and directed staff to negotiate an Exclusive Negotiation Agreement (ENA) with Shea for redevelopment of the Rodgers • Seniors' Center site This action will approve the ENA in order to develop a final Purchase and Sale Agreement to be considered by the City Council Financial Impact Potential land sale proceeds of greater than $14 6 million, depending on the negotiated Purchase and Sale Agreement, dedicated to the Parks and Development Fund Recommended Action Authorize the Mayor and City Clerk to execute the "Exclusive Negotiation Agreement for Redevelopment of Michael E Rodgers Seniors' Center Site By and Between the City of Huntington Beach and Shea Homes Limited Partnership" Alternative Action(s) Do not approve the ENA and direct staff accordingly Analysis Due to the construction of the new Senior Center at Central Park, the reuse/ redevelopment of the existing Rodgers Seniors' Center site became a City Council objective The City Council reviewed three options at the April 20, 2015, Study Session and directed staff to release a Request for Qualification/Proposals (RFP/Q) for the potential development of the site as residential Development of the site will require a Measure C Vote The RFP/Q stated that the City's desired project consists of 22 single family residential units with a minimum 17,500 square foot park The RFQ/P stated that selected developer will be required to submit the project and obtain the necessary approvals, elections, and entitlements to develop • the property Additionally, the selected developer is to be responsible for community outreach, meetings, California Environmental Quality Act (CEQA) documents, entitlements, and approvals from the City More importantly, the RFP/Q required the developer to be responsible for the Measure C election along with all associated costs to develop the property, including any portion HB -227- Item 13. - 1 Dept ID ED 15-19 Page 2 of 2 Meeting Date 9/8/2015 thereof Intended for City purposes, such as the park, sidewalk, alleys, etc The City will not be part of the Measure C campaign The attached Exclusive Negotiation Agreement (ENA) consists of the following • Term — Valid through December 20, 2016 • Purchase Price -To be negotiated • Purchase Price Adjustment—City/Developer to share in the increase in home purchase price above a certain benchmark • Developer's Responsibility to include o Submittal of all Planning Entitlements documents o Payment of all CEQA/EIR related costs o Submittal of an additional deposit of$130,000 o City Charter Section 612 requirements o Indemnity for the City Environmental Status Not Applicable Strategic Plan Goal Strengthen economic and financial sustainability Attachment(s) 1 "Exclusive Negotiation Agreement for Redevelopment of Michael E Rodgers Seniors' Center . Site By and Between the City of Huntington Beach and Shea Homes Limited Partnership" Item 13. - 2 HB -228- EXCLUSIVE NEGOTIATION AGREEMENT FOR i\0 ` ' "� �' �REDEVELOPMENT OF MICHAEL E. RODGERS SENIORS' CENTER SITE By and Between the t � `I CITY OF HUNTINGTON BEACH And SHEA HOMES LIMITED PARTNERSHIP This EXCLUSIVE NEGOTIATION AGREEMENT ( "Agreement"), dated for purposes of identification only as of , 2015 ( "Dde of Agreement"), is hereby entered into by and between the CITY OF HUNTINGTOA BEACH, a California municipal corporation ( "City"), and SHEA HOMES LIMI ED PARTNERSHIP, a California limited partnership ( "Developer") RECITALS A The City owns certain real property, as described in the legal description attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein (the "Site" The Site is currently used as the Rodgers Seniors' Center B Developer desires to develop the Si t by demolishing the existing building and constructing a residential roject ("Project") Developer has submitted a proposal ("Develop ent Proposal") in response to the City's RFP/Q Developer was subse ently identified by the City as the most qualified C The City and Developer individually referred to as a "Party" and collectively referred to as e "Parties") desire to enter into this Agreement to negotiate the Sale and as Price as well as the cost and liability for all aspects of the project including environmental review, election challenge and any other legal obligations required to be completed as part of the purchase and/sale of the Site (collectively, the "Terms to be Negotiated") D The primary purpose of this Agreement is to establish a period during which the Partiess shall exclusively negotiate the Terms to be Negotiated As well as establish who will pay for certain upfront cost and liability associated w nth the project such as environmental review and election challenge I is not the purpose of this Agreement to enter into a binding agreement for the sale of the Site to Developer (the "Definitive Agreem t") E Developer acknowledges and understands fully that under Section 612 of the City's Charter, a majority of the vote of the people must be obtained (Measure C Ballot Measure) before the Site can be sold, and/or developed 1 of 12 154863/1247814 as well as any land use redesignation, lease, exchange or otherwise transferred or disposed of F Developer acknowledges and understands fully that under ection 612 of the City's Charter, a CEQA compliant environmental analysis of the Developer's proposed Project for the Site must be conducted, completed, and certified by the City Council prior to the aforesaid/vote of the people (Measure C Ballot Measure) I G Developer acknowledges and understands fully that the current deed/title on the Site has a reversionary interest to the Huntington Beach Company or its successor-in-interest, Chevron Corporation The City has obtained title insurance in the amount of$11,000,000 from First American Title to support the City's position that pursuant to the California Marketable Title Act, said reversion is inoperable and no longer valid and therefore the entirety of interest in the Site is vested with the City NOW, THEREFORE, THE PARTIES AGREES FOLLOWS. Section 1. Negotiating Period TheParties agree to use commercially reasonable best efforts topegotiate diligently and in good faith with one another commdncing upon the Effective Date of this Agreement (as hereinafter defined in Section 17) and terminating December 20, 2016 (thee "Negotiating Period"), in order to agree r ,J upon mutually acceptable Terms to be Negotiated The term may be extended or terminated as provided in this Agreement, provided that Developer shall have the right, in addition to the right p g � of the City to extend this Agreement for one sixty (60) day period by providing writ4 notice to the City prior to the expiration of the then current te/M Section 2. Terms to b' Negotiated The terms to be negotiated will include, but not be/limited to, purchase price including a "Purchase Price Adjustment" where the Developer and the City shall share an amount, if any, with the City, over the determined market rate of the in,ividual homes Section 3. De eloper's Submission of Documents for City Review and Comment Within sixty (60) days of the Effective Date of this A/greement, Developer shall use commercially reasonable best efforts to submit the following information to the City with respect /to the Project r • Project Description • Concept drawings and elevations 2of12 15-4863/1247814 r • Site plan generally describing the Pro'ect using schematic drawings • A proposed construction schedule of deveopment • Economic analysis for the proposed' development, including • An estimate of development costs, including construction and non-construction costs • An estimate of project�ncome, a financial jr i statement and pro forma statement of project return adequate to enable the City to evaluate the economic feasibilAy of the Project • A description of the proposed method of construction and permanent financing and amounts and sources of equity and debt capital Developer shall resubmit a revised site plan(s); pro forma(s), financing plan(s) and/or development schedule(s) to the City, as necessary to respond to the City's requirements on the versions of each submission Developer has previously submitted a deposit of Twenty Thousand Dollars ($20,000 00) with Developer's Response to the City's RFQ/P At signature of ENA, Developer shall provide an "additional deposit" of $130,000 in the form of a check The timinVand terms upon which portions of the deposits may become non-refundable, if any, will be negotiated during the ENA period. The Developer acknowledges and agrees that design and architectural review by the City and its consultants will be required following each submittal, and that sketches, plans, and ultimately working drawings; specifications and similar documents will be required to be submitted for review andapproval pursuant to any Definitive Agreement (the City's Design Review") Develoer further acknowledges and agrees that the City, acting under its general police powers as a municipal corporation, may conduct a similar review and that building design, including, but not limited to, the selection of building elevations, construction materials parking layout and landscaping will not be final until approved by the City Developer further acknowledges and agrees that the City may exercise the City's Design Re�,'iew distinct and separate from those additional rights which the City may exercise under its general police powers as a municipal corporation This review does not include future Zoning Approvals as may be required by the Huntington Beach Mumcipaf/Zoning and Subdivision Code Section 4. Th City's Evaluation of Developer's Proposal Upon receipt of thl last of Developer's submissions as provided in Section 3 hereof, the City shall use commercially reasonable best efforts to conduct or cause to be conducted a complete economic evaluation /of Developer's ENA Final submittals and proposed Project If the Parties are unable to mutually agree upon the Terms to be Negotiated prior to the expiration of the Negotiating Period, the City may, upon written notice to Developer, elect to extend the Negotiating Period by up to thirty (30) days (the "Extended r 3of12 15-4863/1247814 Negotiating Period") or terminate this Agreement In either"event, this Agreement shall automatically terminate upon the e:xpiration of the Negotiating Period or the Extended Negotiating/Period in accordance with Section 8 3 hereof Following mutual agreement upon the Terms to be Negotiated, the parties agree totnegotiate and execute, in good faith, a Definitive Agreement that incorporates the agreed upon Terms to be Negotiated Section 5. Environmental Requirements Certain ?State and local environmental requirements (including without limitations, the California Environmental Quality Act, Public Resources Code Section 21000, et seq) are applicable to the Project Pursuant to such requirements, certain environmental documents may be required to be prepared prior to consideration by the City Council prior to execution of a Definitive Agreement Developer agrees to cooperate with the City in obtaining information to determine the environmental impacts of the proposed Project and the scope of the environmental documentation necessary to evaluate such environmental impacts Developer agrees to pay at Developer's sole cost and expense all costs,to prepare or cause to be prepared such environmental impact documents as the City may cause to be ,licompleted However, if the/City decides not to certify the EIR or approve the project entitlements, all reimbursement costs affiliated H'Al with the EIR that were paid by Shea will be returned to Shea within 30 days of Developer's request for said reimbursement This shall not apply if/the City decides not to certify the EIR or approve the project entitlements because of litigation, a court order or otherwise becausWany portion of this agreement is held invalid by a court of competent jurisdiction The Developer shall not be entitled to any cast other than the cost to prepare the EIR Any remaining costs 9fiall be paid by Developer within fifteen (15) days after invoice hey the City The City will act as lead agency in regard to the �Project Section 6. CityCharfer Section 612 Requirements Per Section 612(a) of City's Charter, park land may not be sold, leased, exchanged, or otherwise transferred or disposed of unless authorized by a majority vote of the City Council and by a majority of the voting public/ on such proposition at a general or special election. Therefore, any transfer of the Site will require voter approval from a g�neral election, in order to obtain the people's authorization to the potential transfer as proposed in the RFQ/P The Developer understands fully and acknowledges that the City cannot advocate for this project in any way and Developer cannot { act as the City's agent or in any way represent that the City is 4of12 154863/124781_4 advocating one way or another regarding a "Measure C'/Ballot Measure vote As such Developer is responsible for the non- governmental process of the election Section 7. Indemnity Section 7.1 CEQA/Environmental Developer/hereby agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, and volunteers, from and against any and all obligations, liabilities, claims, lawsuits, liens, encumbrances, losses, damages, costs and expenses, including without limitation, attorneys' fees, whether direct, contingent, or consequential, incurred by the City,�/relating to this Agreement and/or arising fromV acts, occurrences, or matters that take place in/'furtherance of this Agreement, regardless of the' nature of any such claim, act, occurrence or matter including but not limited to f r; any required CEQA-compliant environmental studies, the)sufficiency and/or adequacy of any CEQA-related environmental studies, -- ,11v, environmental certifications, any environmental- ] Y ' related cause of action, any approval granted by the City Council, Planning Commission, or Design Review Board concerning the Project, any challenge to the City's adherence to any federal, State, or local law with regard to CEQA studies and certification �r Section 7.2 Measure C Ballot Measure. Developer hereby agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, and volunteers, from and against s any and all obligations, liabilities, claims, lawsuits, liens, encumbrances, losses, damages, costs and expenses, including without limitation, attorneys' fees, whether direct, contingent, or consequential, / incurred by the City relating to this Agreement and/or arising from acts, occurrences, or matters / that take place in furtherance of this Agreement, regardless of the nature of any such claim, act, occurrence or matter including but not limited to the City Charter required Election (Measure C Ballot Measure) and/or any related cause of action, and/or any cause of action related to a challenge to the City's adherence to any federal, State, or local law 5of12 15-4863/124781_4 with regard to the Election (Measure C Ballot Measure) � Section 7.3 Deed/Title. Developer agrees, subordinate to First American Title's indemnification an defense, to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, and volunteers, from and 4ainst any and all obligations, liabilities, claims, lawsuits, liens, encumbrances, losses, damages costs and expenses, including without limitation, attorneys' fees, whether direct, contingent, or consequential, incurred by the City relating to this Agreement and/or arising from acts, occurrences, or matters that take place in furtherance of this Agreement, regardless of the nature of any such claim, act, occurrence or matter including but not limited to any present o future claim by Chevron Corporation, its,,successors, heirs, affiliates, or any fi third party, set orth or made during the time of this Agreement, and at, and after, the time of Developer's/acquisition of the Site, that the ownership, vesting, and/or interest in real property in the su 9ect Site, or portion thereof, reverted, reverts,/or will revert back to the Chevron Co Mo ation according to the terms of the deed/title as ently stated in the deed/title as of the date of this Agreement Section 7.4 Breach. Developer agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, and volunteers, from and against any and all obligations, liabilities, claims, lawsuits, liens, encumbrances, losses, damages, costs and expenses, including without limitation, attorneys' fees, whether direct, contingent, or consequential, incurred by the City relating to this Agreement and/or arising from acts, occurrences, or matters that take place in furtherance of this Agreement, regardless of the nature of any such claim, act, occurrence or matter including but not limited to any breach by Developer of any of its Agreement warranties or representations set forth in this Agreement 6of12 154863/124781_4 i fr Section 7.5 Contamination/Site. In the event Developer acquires the Site from the City, and only then, Developer agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees agents, and volunteers, from and against any and all obligations, liabilities, claims, lawsuits, liens, encumbrances, losses, damages, costs and expenses, including without limitation, attorneys, fees, whether direct, contingent, or consequential, incurred by the City relating to this Agreement and/or arising from acts, occurrences, or matters that take place in furtherance of this A'�greement, regardless of the nature of any such claim, act, occurrence or matter including but not limited to any CERCLA claim, repair to Site, mitigation measures, cleanup, environmental , cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure, or other plan concerning eany hazardous substance on, under, or about the Site, regardless of whether undertaken due to governmental action To the fullest extent permitted by law, the foregoing indemnification shall apply regardless of the fault, active or passive negligence; breach of warranty or contract, of the City The foregoing indemnity is intended to operate as an agreement pursuant to CERCLA Section 107(e), of 42 United States Code Section 9607(E), and California Health and Safety Code Section 25364, to insure, protect, hold harmless and indemnify the City from any liability pursuant to such sections The indemnity against special, consequential and punitive damages shall refer to the damages�of third parties brought against the indemnified parties, and not direct damages experienced by such indemnified parties. Section 8. Effect of this Agreement; Termination Section 8.1 Nature of Agreement Neither this Agreement nor the Development Proposal is a complete statement of all terms and conditions of the proposed Project nor any possible conveyance or financing of the Site Neither Party intends, by setting forth herein the provisions of a possible transaction, to create for itself or any other person or entity any legally binding obligation or liability, except as specifically stated herein No subsequent oral agreement or tf ! 7of12 r 154863/124781_4 1,. conduct of the Parties (including/ partial performance) will be deemed to impose any such obligation or liability This Agreement is not intended to constitute a binding agreement by City to/convey all or any portion of the Site, to financially participate with Developer in the assembly or acquisition of land or construction or other costs for the Project or any other endeavor of Developer, or to construct or operate the Project, nor is it intended to constitute a binding agreement to agree on the Terms to be Negotiated or to agree on or enter into a new exclusive negotiation agreement or Definitive Agreement or any other contract Except as otherwise sets,/forth herein, Developer shall be responsible for all cost and liability, specifically 3n including, but not limited to, all costs associated with any/ and all Federal, State and local N -- - - environmental requirements No Party shall be legallylbound to consummate the sale, purchase, constrction or operation of the Site or a Project, as outlined herein unless and until a Definitive Agreement or other contract has been executed and delivered by the Parties Any Definitive Agreement or other document, to be legally binding on the /City, must satisfy various conditions of the City, including, without limitation, approval by the City Council, in accordance with all applicable laws Section°�8.2 Exclusive Nature of Negotiations The Parties intend that certain aspects of the negotiations conducted pursuant to this Agreement be negotiated exclusively between the Parties Accordingly, during the Negotiating Period, the City shall negotiate exclusively with Developer with respect to the development of the Site Section 8.3 Termination of this Agreement Prior to the expiration of the Negotiating Period, either Party may terminate this Agreement, with or without cause, upon ten (10) days prior written notice to the other Party Developer shall remain liable for any cost associated with the environmental analysis as set f s� 8of12 15-4863/124j781_4 i forth in the Agreement between the City and the environmental consultant, provided that such costs shall be limited to those costs incurred�>ip until the date the City receives notice that Developer has elected to terminate this Agreement The Parties, by their respective execution hereof, knowingly agree, notwithstandin°g anything herein to the contrary, that neither of them shall have any right to specific performance of this Agreement, nor any other equitable nor damage remedies under the law Each Party makes such release with full knowledge of Civil Code'Section 1542 and hereby waive any and all nghtsathereunder to the extent of this release, if such/Section 1542 is applicable Section 1542 of the Civil Code provides as follows r r "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,which if known f by him must have materially affected his settlement with the debtor." If this Agreement is not sooner terminated pursuant to the foregoing paragraphs, this Agreement shall automatically terminate upon the expiration of the Negotiating Period or Extended Negotiating Period and neither Party shall remain bound hereby Sections , 5, 7, 8 1, 8 3, 8 4, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive the termination or expiration of Y this Agreement Sectio>�n,/8.4 Mutual Confidentiality To the extent permitted by applicable law, the Parties shall maintain all information concerning this Agreement and any pending or subsequent negotiations between the Parties as confidential, disclosing information only to those individuals and representatives as designated by the other Party provided that such individuals acknowledge and agree to maintain the 1' ' confidentiality of such information. Section 9. Notices Any notices, requests or approvals given under this Agreement from one Party to another may be personally delivered, / or deposited with the United States Postal Service for mailing, r / 9of12 154863/124781_4 postage prepaid, to the address of the other Party as stated in this paragraph, and shall be deemed to have been given'at the time of personal delivery or, if mailed, on the third day fallowing the date of deposit in the course of transmission with the United States Postal Service Notices shall be sent as follows If to City The City ofQCeet /tington Beach 2000 Main Huntington leach, California 92648 Attn• City kanager With Copies to City A Zmey p Y 2000 Main Street, 4th Floor e z HuZnngton Beach, California 92648 If to Developer ShHomes Limited Partnership 2/Ada, Suite 200 Irvine, CA 92618 Attn Bob Yoder, Division President Section 10. Governing Law This /greement shall be governed by the laws of the State of California. To the extent permitted by law, any legal action brought hider this Agreement must be instituted in the Superior Court of� range County, State of California in an appropriate court ip that county, or in the Federal District Court in the Central Distrii�dt of California Section 11. Attorneys' Fees If any legal action is brought to enforce, construe, intc�ret or invalidate the terms of this Agreement, each Party shall bear its own costs and attorneys' fees, except as provided £or in Section 7 of this Agreement The prevailing party shall not/be entitled to recover any costs and expenses incurred in any such action, including court costs and reasonable attorneys' fees, from the non-prevailing party Section 12. Inte'rpretation This Agreement shall be interpreted as a whole and in accordance with its fair meaning and as if each Party participated equally in its drafting Captions are for reference only and are not to be used in construing meaning The recitals are /deemed incorporated into this Agreement Section 13./f Real Estate Commissions Each of the Parties represents and t warrants to the other Party that no real estate commission, broker's fees, or finder's fees which may accrue by means of the acquisition of any interest in the Site is due to any person, firm or entity except as set forth herein Each Party agrees to indemnify and hold the 10 of 12 15-4863/1247814 other Party harmless with respect to any judgment,/daalegal fees, court costs, and any and all liabilities ature whatsoever arising from a breach of such representSection 14. Amendment of Agreement No modification, resiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by each of the Parties Section 15. Entire Agreement This Agreement /constitutes the entire understanding and agreement of the /Parties concerning this subject This Agreement integrates ally f the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the Parties concerning all or any part of the subject matter of this Agreement Section 16. Implementation of Agreeme n� The City shall maintain authority to implement this Agreement through the City Manager The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not materially or substantially change the uses or development contemplated hereunder, or add to the costs incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or/ mendments may include extensions of time to perform Al/other materials and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council y s r r' i f 1 11 of 12 15-4863/1247814 Section 17. Effective Date This Agreement shall take effect immediately upon the execution of this Agreement by the City(the "Effective Date") IN WITNESS WHEREOF, the Parties have executed this Agreement by and through their authorized officers as of the respective dates set forth�below i r r Dated , 2015 CITY " 8 THE CITY OFYHUNTINGTON BEACH A Califorma,?municipal corporation Mayor City Clerk Z mASzt45�-� REVIEWED AND APPROVED f APPR City Manager City Attorney Dated , 2015¢ "DEVELOPER" SHEA HO ES MITED PARTNERSHIP A Calif ed ne ship By Its ' my ASSISTANT SECRETA Y r t ; 12 of 12 15-4863/1247814 EXHIBIT A Real property in the City of Huntington Beach, County of Orange, State of California,described as ° follows- ALL OF BLOCK 417, HUNTINGTON BEACH, SEVENTEENTH STREET SECTION, AS SHOWN ON A MAP RECORDEDIN BOOK 4, PAGE 10 OF MISCELLANEOUS MAPS, ORANGE COUNTY, CALIFORNIA. APN. 023-152-01 First American Title Insurance Company SCHEDULE B File No. O-SA-4905137 Policy No 4905137 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records, (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records 5. (a) Unpatented mining claims, (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof, (c) water rights, claims or title to water, whether or not the matters excepted under(a), (b), or(c) are shown by the Public Records. 6. Any lien, or right to a lien for services, labor or material not shown by the public records. Part Two: 1. General and special taxes and assessments for the fiscal year 2015-2016, a lien not yet due or payable. 2 General and special taxes and assessments for the fiscal year 2014-2015 are exempt 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3 5 commencing with Section 75 of the California Revenue and Taxation Code. 4. An easement for STREETS, PUBLIC UTILITIES and incidental purposes, recorded JANUARY 23, 1976 as BOOK 11628, PAGE 1451 of Official Records In Favor of. CITY OF HUNTINGTON BEACH,A MUNICIPAL CORPORATION Affects- THE NORTHWESTERLY 2.50 FEET OF LOTS 9 AND 11 NOTE- AT THE TIME OF RECORDING OF SAID EASEMENT DEED LEONARD 0. LINDBORG HAD NO INTEREST OF RECORD IN SAID PROPERTY NOR HAS SINCE ACQUIRED ANY. First American Title Insurance Company 5 An easement for STREET, PUBLIC UTILITIES and Incidental purposes, recorded MAY 07, 1976 as BOOK 11730, PAGE 1370 of Official Records In Favor of. CITY OF HUNTINGTON BEACH Affects: THE NORTHWESTERLY 2.50 FEET OF LOTS 9 AND 11 NOTE- AT THE TIME OF RECORDING OF SAID EASEMENT DEED LEONARD 0. LINDBORG HAD NO INTEREST OF RECORD IN SAID PROPERTY NOR HAS SINCE ACQUIRED ANY 6. An easement for PUBLIC UTILITIES and Incidental purposes, recorded APRIL 17, 1978 as BOOK 12638, PAGE 302 of Official Records. In Favor of- SOUTHERN CALIFORNIA EDISON COMPANY,A CORPORATION Affects THE NORTHWESTERLY 6 FEET OF LOTS 21 AND 23 NOTE- AT THE TIME OF RECORDING OF SAID EASEMENT DEED FOXX DEVELOPMENT CORP. HAD NO INTEREST OF RECORD IN SAID PROPERTY NOR HAS SINCE ACQUIRED ANY. 7. A subsurface oil and gas lease, executed by CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION as lessor and R K SUMMY, INC ,A CORPORATION as lessee, recorded December 01, 1981 as BOOK 14306, PAGE 1334 of Official Records,affecting the land lying below a depth of 500 feet from the surface thereof, without the right of surface entry. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records a First American Title Insurance Company Fwst American Title Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future,we may ask you to provide us with certain information We understand that you may be concerned about what we will do with such information-parbcularly any personal or financial information We agree that you have a right to know how we will utilize the personal information you provide to us Therefore,together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information Applicability This Privacy Policy governs our use of the information that you provide to us It does not govern the manner in which we may use information we have obtained from any other source,such as information obtained from a public record or from another 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information indefinitely,including the period after which any customer relationship has ceased Such information may be used for any internal purpose,such as quality control efforts or customer analysis We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies Such affiliated companies include financial service providers,such as btle insurers, property and casualty insurers,and trust and investment advisory companies,or companies involved in real estate services,such as appraisal companies,home warranty companies and escrow companies Furthermore, we may also provide all the information we collect, as described above,to companies that perform marketing services on our behalf,on behalf of our affiliated companies or to other financial insbtutions with whom we or our affiliated companies have joint marketing agreements Former Customers Even if you are no longer our customer,our Privacy Policy will continue to apply to you Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values We currently maintain physical,electronic,and procedural safeguards that comply with federal regulations to guard your nonpublic personal information Information Obtained Through Our Web Site First American Financial Corporabon is sensitive to privacy issues on the Internet We believe it is important you know how we treat the information about you we receive on the Internet In general,you can visit First American or its affiliates'Web sites on the World Wide Web without telling us who you are or revealing any information about yourself Our Web servers collect the domain names,not the e-mail addresses,of visitors This information is aggregated to measure the number of visits,average bme spent on the site,pages viewed and similar information First American uses this information to measure the use of our site and to develop ideas to improve the content of our site There are times,however,when we may need information from you,such as your name and email address When information is needed,we will use our best efforts to let you know at the time of collection how we will use the personal information Usually,the personal information we collect is used only by us to respond to your inquiry,process an order or allow you to access specific account/profile information If you choose to share any personal information with us,we will only use it in accordance with the polices outlined above Business Relationships First American Financial Corporation's site and its affiliates'sites may contain links to other Web sites While we by to link only to sites that share our high standards and respect for privacy,we are not responsible for the content or the privacy practices employed by other sites Cookies Some of First American's Web sites may make use of"cookie"technology to measure site acbvity and to customize information to your personal tastes A cookie is an element of data that a Web site can send to your browser,which may then store the cookie on your hard drive FirstAm.com uses stored cookies The goal of this technology is to better serve you when visitirg our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience ------------------------------------------------------------------------ Fair Information Values Fairness We consider consumer expectations about their pnvacy in all our businesses We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy Public Record We believe that an open public record creates significant value for society,enhances consumer choice and creates consumer opportunity We actively support an open public record and emphasize its importance and contribution to our economy Use We believe we should behave responsibly when we use information about a consumer in our business We will obey the laws governing the collection,use and dissemination of data Accuracy We will take reasonable steps to help assure the accuracy of the data we collect,use and disseminate Where possible,we will take reasonable steps to correct inaccurate information When,as with the public record,we cannot correct inaccurate information,we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections Education We endeavor to educate the users of our products and services,our employees and others in our industry about the importance of consumer privacy We will instruct our employees on our fair information values and on the responsible collection and use of data We will encourage others in our industry to collect and use information in a responsible manner Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain Form 50-PRIVACY(9/1/10) Page 1 of 1 Privacy Information(2001-2010 First American Financial Corporation) F First American Title Insurance Company COMMUNICATION RECEIVED REGARDING THE FOLLOWING ITEM: Exclusive Negotiation Agreement (ENA) for redevelopment of the Michael E. Rodgers Seniors' Center site with Shea Homes Limited Partnership Esparza, Patty From: Flynn, Joan Sent: Tuesday, September 08, 2015 4 15 PM To- Esparza, Patty Subject: Fwd Shea Homes Items 13 & 14 For the files Joan Flynn, City Clerk Huntington Beach Begin forwarded message: From: Kerth.Bohr<keith bohr(c� mail com> Date: September 8, 2015 at 4 02 47 PM PDT To: Joan Flynn<jflynnAsurfcity-hb org>, Robin Estanislau<Robin.Estanislaugsurfcrty- hb org>, Fred & Tracy Wilson<fred wilson(a�surfcit�hb org>, Kellee Fntzal <KFritzal(a�surfci . -hb org>, Scott & Conine Hess <shessgsurfc1t -hb.org>, Jennifer Villasenor <JV illasenor@surfcit�g> Cc: Bob Yoder<bob.yoderAsheahomes com>, Mike O'Melveny <mike.omelvenygsheahomes com>, Jeff& Amanda Bergsma<jeffteamAverizon.net>, Michael Suydam<mike 21 strat com> Subject: Shea Homes Items 13 & 14 Dear City of Huntington Beach We apologize for the late notice, but we were unable to get all of our intra-parry agreements finalized and executed, out of precaution, we are requesting that our subject agenda items be continued to your next meeting. We apologize for the inconvenience Thank you, Keith Bohr, Broker TEAM Real Estate 221 Main Street, Suite "S" Huntington Beach, CA 92648 CA DRE License#122667 714-315-2143 cell i