HomeMy WebLinkAboutSHEA VICKERS DEVELOPMENT, LLC - 2000-09-18 i T
Recording requested by, and
when recorded, mail to: _
Recorded in Official Records, County of Orange
Gary Granville. Clerk-Recorder
City of Huntington Beach 2000 Main Street �1 11 1111' 1 11;i1`!1111!1111 IIV NO FEE
Huntington Beach, CA 92648 2000051087411:46am 09127100
Attn: City Clerk 106 3 C15 15
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION
OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF
HUNTINGTON BEACH, SHEA VICKERS DEVELOPMENT, VICTORIA WOODS-
FESTIVAL, LLC AND PACIFIC GULF PROPERTIES, INC.
L �
WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (hereinafter
referred to as the "Agreement") by and between the City of Huntington Beach, a municipal 1
corporation (hereinafter referred to as the "City"), and Pacific Coast Homes, a California
corporation, and Garfield Partners, a California corporation was recorded in the Official Records
of Orange County, California as Document No. 90-599766; and
L�
On May 6, 1996, the City Council of the City gave its consent to the sale of property and
assignment of the rights, duties and obligations arising under the Agreement to PLC and MS
Vickers II, L.L.C. (hereinafter collectively referred to as the "Developer"); and
By that certain grant deed dated March 1, 1996, and recorded on May 9, 1996 as
Document No. 19960234746 of Official Records of Orange County, California, MS Vickers II,
L.L.C. acquired all right, title and interest in and to that certain real property (hereinafter referred
to as the "Property") described in the legal description and sketch attached hereto as Exhibits "A-
I" and"A-2", respectively; and
Shea Vickers Development, L.L.C. desires to sell the Property, which is a portion of the
entire site covered by the Agreement, to Victoria Woods-Festival, LLC and Victoria Woods-
Festival, LLC desires to sell said property to Pacific Gulf Properties, Inc. (hereinafter
collectively referred to as the `Buyer," and to assign certain of the Developer's rights, duties and
obligations under the Agreement to the Buyer; and
The Agreement provides in part at Paragraph 4.2 that:
T) is document is solely for the
official business of the City
of Huntington Beach, as contem-
plated under Government Clods
Sec. 6103 and should be recorded lax Exerrp# Go er ent Agency
free of charge. C1 OF HU ON BEACH
1
4/k:99Agree:vickers By:_.„ .......... ...................
RLS 99-278r0910800 ty Clerk
Prior to making the dedications and improvements required herein,
Developer may sell, assign or transfer the Property in whole or in
part with the consent of the City, such consent not to be
unreasonably withheld. City's consent will not be required if such
assignment is made to an affiliate of Developer. Any purchaser,
assignee or transferee shall have all of the rights, duties and
obligations arising under this Agreement insofar as such rights,
duties and obligations are applicable to the Property or portion
thereof purchased, assigned or transferred; and
The City is willing to consent to the sale of the Property and to the assignment of the
rights, duties and obligations arising under the Agreement from Shea Vickers Development,
L.L.C. to the Buyer, and the Buyer wishes to memorialize its acknowledgment of all its rights,
duties and obligations it shall assume upon the sale of the Property and assignment of the
Agreement;
NOW, THEREFORE, the City, Shea Vickers Development, L.L.C. and the Buyer do
hereby agree and acknowledge as follows:
1. CONSENT TO SALE OF PROPERTY
The City hereby consents to the sale of the Property to the Buyer.
2. CONSENT TO ASSIGNMENT
The City hereby consents to the assignment of the rights, duties and obligations
arising under the Agreement from MS Vickers 11, L.L.C. to the Buyer, as described herein.
3. ACKNOWLEDGMENT OF RIGHTS, DUTIES AND OBLIGATIONS
The Buyer hereby acknowledges that by accepting this assignment, it accepts all
of the rights, duties and obligations arising under the Agreement insofar as such rights, duties
and obligations are applicable to the Property or portion thereof purchased, assigned or
transferred.
4. INCORPORATION OF EXHIBITS
Attached hereto and incorporated by this referenced as though fully set forth
herein are the following exhibits:
A-1: Legal Description of the Property.
A-2: Sketch of the Property.
B. Clarification of Development Agreement Rights and Duties.
2
4A:99Agrec:vickers
Rl S 99-278i08/18100
IN WITNESS WHEREOF, the parties hereto have executed this Certificate by and
through their authorized officers on the date first above written.
SHEA VICKERS DEVELOPMENT, L.L.C. CITY OF HUNTINGTON BEACH, a
a Delaware limited liability company municipal corporation of the State of California
By: Shea Homes Limited Partnership, a
California limited partnership
Its: Managing General Partner Mayor
By: J. F. h a Co pany, Inc. a Nevada ATTEST:
core r ion _
Its: r er
City Clerk
By:
APPROVED AS TO FORM:
BUYERS:
City Attorney
VICTORIA WOODS-FESTIVAL, LLC, a81/Z16Z
Delaware limited liability company INITIAT D AND APPROVED:
By: American Housing Partners, Inc.
a Delaware Corporation Planning 9Wcctor
Managing Partner
By:
Its: President
By:
Its: Sec etary-Treasurer
PACIFIC GULF PROPERTIES INC., a
Maryland corporation
By-
Its: President
By
Its: Secretary-Treasurer
4
41k:99Agreexickers
RLS 99-278108.i1800
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
7 [
State of California
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County of
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On D before me, l�_n.I..P.J Sh0c I /Jo
Da:e Name and Title of Officer(e.g;,;Jane Doe.Notary P&Iic--)
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personally appeared _j- /� ,
Nam signer(s)
ersonally known tome
proved to me on the basis of satisfactory
CO�NNIE SNORT
evidence
Oonurimion�1�9V .I
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subscribed to the within instrument and
^+• ds.lanal�D4 acknowledged to me that he/she#t+,ep•executed
the same in his/h9FNI ieir authorized
capacity4"), and that by his/#*N#ierr
' signature(4on the instrument the person(, or
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the entity upon behalf of which the persons}
acted, executed the instrument.
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WIT S my hand and offi I seal.
P ace Notary Seal Above 51gnal re of Notary Pits io
OPTIONAL
I Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
I
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
I
Capacity(ies) Claimed by Signer
f Signer's Name: MejUll WN
f ❑ Individual .
❑ Corporate Officer—Title( )�
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Partner—C Limited =! General
Cl Attorney in Fact
C; Trustee
C Guardian or Conservator
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Signer Is Representing:
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0 1997 NaFonal Notary Association•9350 De Sato Ave..P.O Box 24D2•Chatsworth,CA 91313-2402 P•od.No.507 Reo,der Call Ton-Free 1-BDO-876-6827
CALLFORNIA ALL•PURPOOACKNOWLEDGMENT •
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State of
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County of Q&Zw,��
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On before me,
Date - p Name and Title o1 Officer(e-g 'Jane Doe,Notary Public')
personally appeared ��,e6/D y • 1-9 L V190_=z—
Name(s)of Signer(s)
L5ersonally known to me
proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
CECI 3AACOM130111 person(s), or the entity upon behalf of which the person(s)
Conwnbftn0 1184tt6d
N0t0V Publk.C 0UUxnt01 acted, executed the instrument.
if4gf CanfmFvk WITNESS m hand and official seal.
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Signatur 1 ota ublic
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: ._ A�iu
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
C Individual - Individual
C Corporate Officer Corporate Officer
Title(s): Title(s):
❑ Partner—= Limited = General - Partner—❑ Limited ❑ General
❑ Attorney-in-Fact - Attorney-in-Fact
❑ Trustee _ Trustee
❑ Guardian or Conservator ❑ Guardian or Conservator
❑ Other: Top of thumb here (] Other: 7�7
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Signer Is Representing: Signer Is Representing:
0 1996 National Notary Association•8236 Remmet Ave..PO.Box 7184•Canoga Park.CA 91309-7184 Prod_No 5907 Reorder-Call Toil-Free 1-800-876-6827
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
ss.
County of Qr
On . �� � before e,
Date 1 Neme and Title o1 Offi r .g..`Jane Doe_Notary Public')
persona y appeared CQlh I�
�• Name(s)of Sigger(s)
9personally known to me
TERRt TORGERSON = proved to me on the basis of satisfactory
11213174 evidence-
NW"PAft-Comm ft
*WW Caurdy to be the personas} whose namejej isferc
IONVeMMOONOW9,M subscribed to the within instrument and
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,. acknowledged to me that he4%ha hey,executed
I the same in his/4erkfir authorized •
capacityfiesj', and that by hislh��
signature($}on the instrument the personas}, or
the entity upon behalf of which the person(e}-
acted, executed the instrument.
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WIT IVE S my hand and official seal.
Place Notary Seal Above ..,,..a&of Notary Public
I'
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
I
Signer(s) Other Than Named Above:
i I
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual �
Top c!lhL.•rt+Pere I
�] Corporate Officer—Title(s):
-1 Partner—❑ Limited : General
Attorney in Fact
❑ Trustee
❑ Guardian or Conservator ,
❑ Other:
Signer Is Representing:
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0 1997 Nat.onal Not"Association•9360 Do Soto Ave..P.O-Box 2402•Criats'worth.CA 91313.2402 Prod No 5907 Reorder:Call Toll-Free 1-800-876.6827
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
E SS.
County of AA
On before me,
Date -� Name and Title of Off ay.,'Jane Doe,Notary Publie)
personally appeared - .Jprl '�d/n
1 Name(s)of Signer(e)
',.personally known to me
1dh & ❑ proved to me on the basis of satisfactory
TERRI TORGERSON evidence
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C.orrrmWon#1245174
! Notay RAft-Cot1t+0viai to be the person* whose nams(4 islare-
e MlfCornrr�.Bvtw bec9r2g03 subscribed to the within instrument and
acknowledged to me that he{64e4herexecuted
the same in hislherl# rett authorized
capacity(ies), and that by hislbl rl hair
signature*on the instrument the person(4 or
the entity upon behalf of which the person(e}-
acted, executed the instrument.
s
1 WITNESS my hand and official seal.
I
I
Place Notary Seal Above S gnat of Notary Public '!
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
! Document Data: Number of Pages:
1. Signer(s)Other Than Named Above:
I
t Capacity(ies) Claimed by Signer
Signer's Name: _
❑ Individual
El Corporate officer—Title(S): Top of thumb here
❑ Partner—0 Limited CI General
1 ❑ Attorney in Fact
1 C Trustee
C Guardian or Conservator
.r Other:
f. Signer Is Representing:
0 1997 National Notary Aesociatbn•9350 De Soto Ave-,P.O-Box 2402•Chatsworth,CA 91313.2402 Prod-No 5907 Reorder:Call Toll-Free 1-800$76-6827
.CALIFORNIA ALL-PURP011 ACKNOWLEDGMENT •
State of
County of
On �,6CI' Z/, ZMO before me,
Rafe Narne and Tale of O r e.g.,'-Jane❑06,N@WlFy Pubic")
personally appeared a4� c &,r+, A Auld _ &,V.Vie &591:.kWA.,e
Name(s)of Signer(s)
Y.personally known to me
proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s)Mare subscribed to the
within instrument and acknowledged to me that Jae/sM/they
executed the same in Wlbwltheir authorized capacity(ies),
and that by big/W/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
CHIMINE CLE/1RY acted, executed the instrument.
Notay h9ft' WITNESS my hand and official seal.
2D4 y
Signature of Nota P !ic
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document p
Title or Type of Document: &miaof to ,04,ae,ers -i
Document Date: Z/- /hA- 90 ____ Number of Pages: 3 I
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s) tr
Signer's Name: /1.t.!/e 6AAA a Signer's Name:
❑ Individual = Individual
❑ Corporate Officer = Corporate Officer
Title(s): Title(s):
❑ Partner—= Limited __ General - Partner—❑ Limited C General
❑ Attorney-in-Fact - Attorney-in-Fact
❑ Trustee = Trustee
Guardian or Conservator - - Guardian or Conservator
Other: 00 o'!r jmo here Q Other: Top z)f.-lumb he�e
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Signer Is Representing: Signer Is Representing:
#APB
0 1996 National Notary Association-8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 y W Reorder:Call Toll-Free 1-800-876-6827
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
Parcel 4, as shown on Exhibit"B"•attached to that certain Lot Line Adjustment No. LL98
702, recorded December 7, 1998, as Instrument No. 19980837731 of Official Records of
Orange County, California.
Excepting all.minerals, oil, gas, petroleum, other hydrocarbon substances and all
underground water in or under or which may be produced from said land which underlies
a plane parallel to and 500 feet below the present surface of said land for.the purpose of
prospecting for, the exploration, development, production, extraction and taking of said
minerals, oil, gas, petroleum, other hydrocarbon substances and water from said land by
means of mines, wells, derricks, and/or other equipment from surface locations on
adjoining or neighboring land or lying outside of the above described land, it being
understood that the owner of such minerals, oil, gas, petroleum, other hydrocarbon
substances and water, as set forth above, shall have no right to enter upon the surface of
the above described land nor to use any of the said land or any portion thereof above said
plane parallel to and 500 feet below the present surface of the said land for any purpose
whatsoever, as reserved by the Huntington Beach Company, a California corporation,
recorded October 31, 1990 as Instrument No. 90-577992 of Official Records.
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EXHIBIT
A-2
O7.a3�zmm� 15:04 NO.592 904
CITY OF HUNTINGTON BEACH
LOT UNE AWUVWDfR
LL 98 - 02
Im
OWNERS AP
PARogw PROPOM P,ul=
AP NUMDER REPEURM NUMER
y It1_r _r p� - r _{ f
'91D M M AfbEI QPWMT UC 0I3-010-25 00-010-39 PAR= 3 it PAR= 4
PROTSM LOT r./o. ;. Sm SHEi:r i fdR LIIVf 41i0 fawn
mstwo !Or u9s. ►� r ES
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PARM -f CLAY AVENUE
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+ 127
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PARM 2 +�
n.MS A.C.
N JT10'01' W I f1od.79'
SHEk7 i ff 3
F&st Amedean Mle Insurance Company
11tIE lA1M IS rA INPGRBA'n0N QN.T Aha 4S NOT A PART Of MIS TITLE EV OMM
X' HIBIT
B
EXHIBIT B
CLARIFICATION OF DEVELOMENT AGREEMENT No. 90-1
RIOGHTS, DUTIES AND OBLIGATIONS BETWEEN
SHEA VICKERS DEVELOMENT, LLC (SELLER) AND
VICTORIA WOODS-FESTIVAL, LLC (BUYER)
FOR APN 023-010-10 and 023-010-27
' Section 2.2.1: Linear Park:
All obligations relative to this condition have already been fulfilled.
Section 2.2.2: Neighborhood Parks:
Obligation for design, dedication, improvement and initial maintenance of neighborhood
parks was assumed by PLC at the time of the purchase of this property by MS Vickers
LLC. PLC retains those obligations.
Section 2.2.3: Public Right of Way and Private Streetscape Improvements:
2.2.3 (a): The obligation to dedicate property for public right of way has been
fulfilled by MS Vickers, LLC.
2.2.3 (b) and 2.2.3 (c): Buyer will assume the obligations to improve and
maintain private perimeter landscaping, walls and signage on the property.
Section 2.2.4: Traffic and Circulation Improvements:
Most of the obligations under this section relevant to the subject property were assumed
by PLC at the time of the purchase of this property by MS Vickers LLC. PLC retains
those obligations, with the following clarifications:
2.14 (f): Buyer is responsible for the payment of any fees levied pursuant to this
section and applicable to this property.
2.2.4(g): Buyer will be responsible for payment of future traffic fees, if any,
imposed by ordinance and applicable to this property.
r
.. 2.2.5: Water, Sewer, Drainage and Utility Improvements:
Obligations under this section were assumed by PLC at the time of the purchase of this
property by MS Vickers LLC. PLC retains those obligations, with the following
clarifications:
2.2.5 (d): 'Buyer will be responsible for the undeigrounding of any overhead
utilities required of this property.
2.2.5 (f): PLC has assumed the responsibility for construction of the backbone
"Green Acres" reclaimed water project. Buyer will be responsible for the
connection of onsiet irrigation systems to the Green Acres backbone system.
2.2.6: Fire and Emergency Medical:
Obligations under this section were assumed by PLC at the time of purchase of this
property by MS Vickers LLC. PLC retains those obligations.
SheaR erties
2.2.7: Police:
Obligations under this section were assumed by PLC at the time of purchase of this
property by MS Vickers LLC. PLC retains those obligations.
2.2.8: School Facilities:
Not applicable to this property.
2.2.9: Other Development Controls:
Not applicable to this property.
2.2.10: Fees:
Buyer will be responsible for the payment of any and all fees due under this section as a
result of the development of the property.
Y
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SheaPro ernes
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T\AF4PNN 7
Council/Agency Meeting Held:
Deferred/Continued to:
A roved ❑ Conditio I Approved ❑ Denied Un• ity C1 's Signature
Council Meeting Date: September 18, 2000 Department ID Number: PL 00-54
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator
PREPARED BY: HOWARD ZELEFSKY, Planning Director��--�
SUBJECT: Approve Consent For Pending Sale of a 9.3 acre propertiAt ;
southwest comer of Main and Clay (APNs 023-010-10, 27).in the
Holly Seacliff Development Agreement Area
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attacument[s)
Statement of Issue:
Transmitted for your consideration is a request by Shea Vickers Development, LLC for the
City Council to provide consent to the pending sale of a property to Pacific Gulf Properties,
Inc. The property is subject to the Holly Seacliff Development Agreement. Section 4.2 of
the Holly Seacliff Development Agreement requires the City to provide consent to the sale of
properties covered by the Development Agreement if the sale is to a party not affiliated with
the Developer and if all public improvements have not been completed. Staff has performed
due diligence regarding the pending sale of the property and recommends that the City
Council provide consent to the sale to Pacific Gulf Properties, Inc.
Fundina Source: Not applicable.
Recommended Action:
Motion to:
1. "Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, approve the
request by Shea Vickers Development, LLC for the City Council to provide consent for the
pending sale of a 9.3 acre property (APNs 023-010-10, 27) to Pacific Gulf Properties, Inc.,
and
2. Approve and authorize the Mayor and City Clerk to execute the Certificate of Consent to
the Sale of Property and the Assumption of Rights, Duties and Obligations, and authorize
the City Clerk to record said document with the Orange County Recorder." (�
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MEETING DATE: September 18, 2000 DEPARTMENT ID NUMBER: PL 00-54
Alternative Action:
The City Council may make the following alternative motion:
"Continue the request for consent for the pending sale of a 9.3 acre property (APNs
023-010-10, 28) and direct staff accordingly."
Analysis:
A. PROJECT PROPOSAL:
Applicant: Shea Vickers Development, LLC
Location: Approximately 9.3 acres located at the southwest corner of Main St.
and Clay Ave.
The subject property is currently owned by Victoria Woods-Festival, LLC. They acquired the
property from Shea Vickers Development, LLC without realizing that a Certificate of Consent
was required from the City of Huntington Beach. Subsequently, Victoria Woods-Festival,
LLC entered into an agreement to sell the property to Pacific Gulf Properties, Inc. During
the due diligence for this transaction, it was determined that a Certificate of Consent was
required. Thus, the proposed Certificate of Consent is signed by the original owner, Shea
Vickers, the current owner, Victoria Woods, and the proposed buyer, Pacific Gulf.
B. BACKGROUND:
On November 5, 1990, the City Council adopted the Holly Seacliff Development Agreement
(DA) for the properties owned by Pacific Coast Homes and other Chevron Land and
Development Company subsidiaries in the Holly Seacliff area. The DA requires the
Developer to provide numerous public improvements. To date, the Developer is in
compliance with the terms of the DA as determined by the annual compliance reports
reviewed by the Planning Commission and the City Council. The most recent report, for
1999, was approved by the Planning Commission on February 8, 2000 and the City Council
on April 17, 2000.
On May 6, 1996 the City Council approved the consent for the pending sale of approximately
65 acres of property governed by the DA to MS Vickers II, LLC. Subsequently, MS Vickers
teamed with Shea Business Properties in ownership of the subject property, which was
included in the 65 acre total.
PL00-64 -2- 8/30/00 3:25 PM
MEETING DATE: September 18, 2000 DEPARTMENT ID NUMBER: PL 00-54
C. STAFF ANALYSIS AND RECOMMENDATION:
The subject property is currently vacant. Victoria Woods received Planning Commission
approval for the construction of a 271-unit apartment project designated for senior citizens,
20 percent of which will be affordable units. Pacific Gulf Properties, Inc. intends to build the
project as approved.
The letter from the applicant indicates that the majority of the DA obligations were assumed
by PLC, not MS Vickers II, LLC at the time of purchase from Chevron Land and
Development Company. The buyer will be responsible for any fees and on-site
infrastructure, including undergrounding of overhead utilities, associated with developing the
property when this occurs. The Fire Department does not have any concerns regarding the
proposed sale.
The City Attorney has determined that all of the obligations of the DA run with the land
covered by the DA and with the buyer. The City Attorney has prepared a Certificate of
Consent Agreement (Attachment No. 3) which has been signed by the original seller, the
current seller and the buyer; the Certificate will be signed by the City if the consent request
is approved.
Staff recommends that the City Council provide consent to the sale of the property and
authorize the Mayor and City Clerk to execute the Certificate of Consent. There are no
outstanding improvement issues related to the properties, and the DA terms will be fulfilled.
Environmental Status:
The Holly Seacliff DA No. 90-1 is covered by Final Environmental Impact Report No. 89-1
which was certified by the City Council on January 8, 1990. No additional environmental
review is necessary. Staff has prepared a mitigation measure compliance matrix for Final
Environmental Impact Report No. 89-1 which requires the Developer to complete necessary
studies and complete the requirements of the studies.prior to development.
Attachment(s):
City Clerk's
Page Number
1. Vicinity Map
2. Request Letter from seller dated July 19, 2000
3. Certificate of Consent Agreement
RCA Author: MBB
PL00-54 -3- 8130100 3:26 PM
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VIC TY MAP
19315 Main St
(Victoria Woods Seniors Apartments)
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ATTACHMENT 2
SheaProverties
"Exceptional Living and Working Environments"
July 17, 2000 ✓ ��
460
2 ���r 9?ppp
Ms. Mary Beth Broeren 0/10
City of Huntington Beach
Department of Community Development
2000 Main Street, P. O. Box 190
Huntington Beach, CA 92648
Re: Request for City Consent to Sale of Property
Holly Seacliff Development Agreement No. 90-1
APN: 023-010-10; 023-010-27
Dear Mary Beth:
Shea Vickers Development, LLC has sold the above referenced parcels of land to
Victoria Woods-Festival, LLC. In accordance with Section 4.2 of the Development
Agreement between PLC and the City of Huntington Beach, we are formally requesting
the City's consent to this sale.
As you may recall from the City's consents to the purchase of this property from Chevron
Land and Development Company, et. al., the majority of the Developer's Obligations
under Section 2.2 of the Agreement were assumed by PLC. It is our understanding that
all remaining site specific obligations have been transferred to the Buyer through the final
Conditions of Approval for Victoria Woods-Festival, LLC's approved application. Those
obligations are described more fully in Exhibit B, attached hereto.
If ygti have any questions regarding the requested consent or need additional information,
please fee free to call me. Thank you for your prompt attention to this request, and for all
of your help in handling this matter.
Sincerely,
S ea'Properties
es D. Yoder
ice President
SoCal Commercial
Jdy:bc
Enc.
26840 Laguna Hills Drive,Suite 100,Aliso Viejo,CA 92656
949-389.7000 Fax 949-389-7300
REQUEST TO CONSENT TO SALE OF PROPERTY
DEVELOMENT AGREEMENT No. 90-1
HOLLY SEACLIFF AREA
Date: July 5, 2000
Property Location: Southwest corner of Main Street and Clay Avenue
Property Address: 19315 Main Street
Assessor's Parcel No(s): 023-010-10; 023-010-27
Legal Description: Parcel 4, as shown on Exhibit B attached to that certain Lot
Line Adjustment No. LL98-02 recorded December 7, 1998,
as Instrument No. 1 998093 773 1 of Official Records of
Orange County, California.
Acreage: 9.346 acres
Current Owner
Name:- Shea Vickers Development, LLC
Address: c/o Shea Properties
26840 Laguna Hills Drive
City/State/Zip: A1iso Viejo, CA 92656
Telephone: (949) 389-7119
Contact: James D. Yoder
Original Assignee/Buyer: Victoria Woods-Festival, LLC
Address: c/o American Housing Partners, Inc.
19700 Fairchild, Suite 170
City/State/Zip: Irvine, CA 92612
Telephone: . (949) 752-8074
Contact: Robert Zamora
Subsequent Assignee/Buyer: Pacific Gulf Properties, Inc.
Addfess: 4220 Von Karman, Second Floor
City/State/Zip: Newport Beach, CA 92660-2002
Telephone: (949) 223-5000
Contact: John Alstrom
Existing Use of Property: Vacant Land
Intended Use of Property: Future development of senior apartments
Existing Entitlements/Permits: Approval Date:
Holly Seacliff Specific Plan Apri120, 1992
Conditional Use Permit 99-54 February 25, 2000
%eaP'roperties
ATTACHMENT 3
�a CITY OF HUNTINGTON BEACH
0 2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
September 22, 2000
Gary L. Granville
County Clerk-Recorder
P. O. Box 238
Santa Ana, CA 92702
Enclosed please find a Certificate of Consent to the Safe of Property and the Assumption
of Rights, Duties and Obligations by and Between the City of Huntington Beach, Shea
Vickers Development, Victoria Woods-Festival, LLC and Pacific Gulf Properties, Inca to be
recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main
Street, Huntington Beach, CA 92648.
Please return a conformed copy of the Consent to the Sale when recorded to this office in the
enclosed self-addressed stamped envelope.
Connie Brockway, CMC
City Clerk
Enclosures
Ofollowup/Cent-P end ing-Sale2000.doo RE: Shea Vickers, Victoria Woods-Festival, LLC, and Pacific Gulf Properties, Inc.
__ (Telephone: 714.536.52271
Recording requested by, and -
when recorded, mail to: ;
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: City Clerk
I
CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION
OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF
HUNTINGTON BEACH, SHEA VICKERS DEVELOPMENT, VICTORIA WOODS-
FESTIVAL, LLC AND PACIFIC GULF PROPERTIES, INC.
WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (hereinafter
referred to as the "Agreement") by and between the City of Huntington Beach, a municipal
corporation (hereinafter referred to as the "City"), and Pacific Coast Homes, a California
corporation, and Garfield Partners, a California corporation was recorded in the Official Records
of Orange County, California as Document No. 90-599766; and
On May 6, 1996, the City Council of the City gave its consent to the sale of property and
assignment of the rights, duties and obligations arising under the Agreement to PLC and MS
Vickers II, L.L.C. (hereinafter collectively referred to as the "Developer"); and
By that certain grant deed dated March 1, 1996, and recorded on May 9, 1996 as
Document No. 19960234746 of Official Records of Orange County, California, MS Vickers II,
L.L.C. acquired all right, title and interest in and to that certain real property (hereinafter referred
to as the "Property") described in the legal description and sketch attached hereto as Exhibits "A-
1" and "A-2", respectively; and
Shea Vickers Development, L.L.C. desires to sell the Property, which is a portion of the
entire site covered by the Agreement, to Victoria Woods-Festival, LLC and Victoria Woods-
Festival, LLC desires to sell said property to Pacific Gulf Properties, Inc. (hereinafter
collectively referred to as the `Buyer," and to assign certain of the Developer's rights, duties and
obligations under the Agreement to the Buyer; and
The Agreement provides in part at Paragraph 4.2 that:
T)iiz vucument is solely for the
official business of the City
of Huntington Beach, as contem-
plated under Government Code
Sec. 6'I03 and should be recorded Tax-Exempt-Goy er ent Agency
free of charge. CI OF HUi QN BEACH
1
4/k:99Agree:vickers By ...... ..................
ALS 99-278/09/08100 Clerk
Prior to making the dedications and improvements required herein,
Developer may sell, assign or transfer the Property in whole or in
part with the consent of the City, such consent not to be
unreasonably withheld. City's consent will not be required if such
assignment is made to an affiliate of Developer. Any purchaser,
assignee or transferee shall have all of the rights, duties and
obligations arising under this Agreement insofar as such rights,
duties and obligations are applicable to the Property or portion
thereof purchased, assigned or transferred; and
The City is willing to consent to the sale of the Property and to the assignment of the
rights, duties and obligations arising under the Agreement from Shea Vickers Development,
L.L.C. to the Buyer, and the Buyer wishes to memorialize its acknowledgment of all its rights,
duties and obligations it shall assume upon the sale of the Property and assignment of the
Agreement;
NOW, THEREFORE, the City, Shea Vickers Development, L.L.C. and the Buyer do
hereby agree and acknowledge as follows:
1. CONSENT TO SALE OF PROPERTY
The City hereby consents to the sale of the Property to the Buyer.
2. CONSENT TO ASSIGNMENT
The City hereby consents to the assignment of the rights, duties and obligations
arising under the Agreement from MS Vickers II, L.L.C. to the Buyer, as described herein.
3. ACKNOWLEDGMENT OF RIGHTS, DUTIES AND OBLIGATIONS
The Buyer hereby acknowledges that by accepting this assignment, it accepts all
of the rights, duties and obligations arising under the Agreement insofar as such rights, duties
and obligations are applicable to the Property or portion thereof purchased, assigned or
transferred.
4. INCORPORATION OF EXHIBITS
Attached hereto and incorporated by this referenced as though fully set forth
herein are the following exhibits:
A-1: Legal Description of the Property.
A-2: Sketch of the Property.
B. Clarification of Development Agreement Rights and Duties.
2
4;"k:99A eree:vi ckers
RLS 99-3;8 08;18 00
IN WITNESS WHEREOF, the parties hereto have executed this Certificate by and
through their authorized officers on the date first above written.
SHEA VICKERS DEVELOPMENT, L.L.C. CITY OF HUNTINGTON BEACH, a
a Delaware limited liability company municipal corporation of the State of California
By: Shea Homes Limited Partnership, a
California limited partnership
Its: Managing General Partner Mayor
By: J. F. h a Co pany, Inc. a Nevada ATTEST:
core r ion
Its: r er
City Clerk q-,W.ao
By:
APPROVED AS TO FORM:
BUYERS:
City Attorney I f
VICTORIA WOODS-FESTIVAL, LLC, a c V A,
Delaware limited liability company �1ITIAT D AND APPROVED: rf ,p �jV+hD
By: American Housing Partners, Inc. 00
a Delaware Corporation Planning lWector
Managing Partner
By: rz
Its: President
By:
Its: Sec etary-Treasurer
PACIFIC GULF PROPERTIES INC., a
Maryland corporation
By-
Its: President
By
Its: Secretary-Treasurer
i
4
4/k:99Agree_vickers
RLS 99-278'48118 W
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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State of California
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County of 01_XA)66-
On , before me, SAO L A
Date Name and Tide of Officer(e-g,Jane Doe.Notary P Inc)
personally appeared X_ ,
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CONME SHORT evidence
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signature(4on the instrument the personal, or
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acted, executed the instrument.
WIT S my hand and off ial seal.
Place Notary Seal Above 5 gna)Wre of Notary Public -
OPTIONAL
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and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
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CALIFORNIA ALL-PURPOO ACKNOWLEDGMENT •
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within instrument and acknowledged to me that he/she/they
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OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: VtCL-- � 2�1 Q .
Document Date: Number of Pages: '
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
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C 1996 Naliora'Notary A5$*c.aton-8236 Remmet Ave.,P.f3.Box 7164-Canoga Parx,CA 9133.7164 Prod.No.5907 Reorder Ca,l Toll-Free 1-BQ9-B76.6827 -
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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capacity(ies7, and that by his/4e6„�r
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the entity upon behalf of which the person(e�—
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WITNE S my hand and official seal.
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OPTIONAL
l Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signers) Other Than Named Above: �
Capacity(ies) Claimed by Signer
Signer's Name:
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Q 1997 Na:ioial Notary Association•9350 oe So:o Ave-,P.O.Box 2402•Chatswort7,CA 9131.3-24C2 Prod No.5907 Reorder.Call Toil-Free 800.876-6827
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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signature* on the instrument the person(4 or
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WITNESS my hand and official seal.
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Place Notary Seal Above Sipnar of Notary Public
PT O IONAL �
]'hough the information below is not required by law, it may prove valuable to persons relying on the document ?�
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: I
Document Date: Number of Pages:
Signer's) Other Than Named Above:
Capacity(les) Claimed by Signer
Signer's Name: _-
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Signer is Representing:
0 1997 National Notary Association•0350 De So!c Ave..P.O-Box 2402•Chatsworth.CA 91313-2402 Prod.No 5907 Reorder:Call Toll-Free 1-800-876-6827
CALIFORNIA ALL-PURPOS&CKNOWLEDGMENT
State of
County of
On / ZM4before me
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Date Name and Title of O r a,g. 'Jano Doe.Makfry Public")
personally appeared 21we Allow-L &a142ie ,
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to be the person(s) whose names)Mare subscribed to the )
within instrument and acknowledged to me thatpe/slelthey
executed the same in W/dyer/their authorized capacity(ies), '
and that by big/oe/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
CNRIS NE C EAWf acted, executed the instrument.
CMerkdon#12MM
CcaffambWITNESS my hand and official seal.
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Signature of Note P lic
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent )
0 fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
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. Document Date: //-_/h�- 90 _ Number of Pages: 3
fSigner(s) Other Than Named Above: 42 ewk -
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C 1996 National Notary Association•8236 Aernmet Ave.,P.O.Boa 7164•Canoga Park,CA 91309.7184 Prod.No.5907 Reorder:Call Toll-Free 1-800.676-6827
EXHIBIT A- 1
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
Parcel 4, as shown on Exhibit "B" attached to that certain Lot Line Adjustment No. LL98
-02,recorded December 7, 1998, as Instrument No. 19980837731 of Official Records of
Orange County, California.
Excepting all_minerals, oil, gas, petroleum, other hydrocarbon substances and all
underground water in or under or which may be produced from said land which underlies
a plane parallel to and 500 feet below the present surface of said land for the purpose of
prospecting for, the exploration, development,production, extraction and taking of said
minerals, oil, gas,petroleum, other hydrocarbon substances and water from said land by
means of mines,wells, derricks, and/or other equipment from surface locations on
adjoining or neighboring land or lying outside of the above described land, it being
understood that the-owner of such minerals, oil, gas, petroleum, other hydrocarbon
substances and water, as set forth above, shall have no right to enter upon the surface of
the above described land nor to use any of the said land or any portion thereof above said
plane parallel to and 500 feet below the present surface of the said land for any purpose
whatsoever, as reserved by the Huntington Beach Company, a California corporation,
recorded October 31, 1990 as Instrument No. 90-577992 of Official Records.
r
SheaPro erties
- EXHIBIT A ' 2
07/23/2002 15:04 N0.592 904
lTY OF HUNTINGTON 6EAC
LOT LINE AWUM Nr
LL 9e,- 02 ,
OWNM CXISrWC PARCCU PRnPt= PARCELS
AP NUMDER RUMP= NUMBER
IRP=WPAW LLC )II-I-I 01 -010-)D PARCEL 2
$0 W9V4 MUWMr LLC 023-010-25 - 013-010 23 PAM 3 6 PMM 4
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EXHIBIT B
EXHIBIT B
CLARIFICATION OF DEVELOMENT AGREEMENT No. 90-1
RIOGHTS, DUTIES AND OBLIGATIONS BETWEEN
SHEA VICKERS DEVELOMENT, LLC (SELLER) AND
VICTORIA WOODS-FESTIVAL, LLC (BUYER)
FOR APN 023-010-10 and 023-010-27
Section 2.2.1: Linear Park:
All obligations relative to this condition have already been fulfilled.
Section 2.2.2: Neighborhood Parks:
Obligation for design, dedication, improvement and initial maintenance of neighborhood
parks was assumed by PLC at the time of the purchase of this property by MS Vickers
LLC. PLC retains those obligations.
Section 2.2.3: Public Right of Way and Private Streetscape Improvements:
2.2.3 (a): The obligation to dedicate property for public right of way has been
fulfilled by MS Vickers,LLC.
2.2.3 (b) and 2.2.3 (c): Buyer will assume the obligations to improve and
maintain private perimeter landscaping, walls and signage on the property.
Section 2.2.4: Traffic and Circulation Improvements:
Most of the obligations under this section relevant to the subject property were assumed
by PLC at the time of the purchase of this property by MS Vickers LLC. PLC retains
those-obligations, with the following clarifications:
2.2.4 (f): Buyer is responsible for the payment of any fees levied pursuant to this
section and applicable to this property.
2.2.4(g): Buyer will be responsible for payment of future traffic fees, if any,
imposed by ordinance and applicable to this property.
2.2.5: Water, Sewer, Drainage and Utility Improvements:
Obligations under this section were assumed by PLC at the time of the purchase of this
property by MS Vickers LLC. PLC retains those obligations, with the following
clarifications:
2.2.5 (d): Buyer will be responsible for the undergrounding of any overhead
utilities required of this property.
2.2.5 (f): PLC has assumed the responsibility for construction of the backbone
"Green Acres," reclaimed water project. Buyer will be responsible for the
connection of onsiet irrigation systems to the Green Acres backbone system.
2.2.6: Fire and Emergency Medical:
Obligations under this section were assumed by PLC at the time of purchase of this
property by MS Vickers LLC. PLC retains those obligations.
SheaFroi)erdes
2.2.7: Police:
Obligations under this section were assumed by PLC at the time of purchase of this
property by MS Vickers LLC. PLC retains those obligations.
2.2.8: School Facilities:
Not applicable to this property.
2.2.9: Other Development Controls:
Not applicable to this property.
2.2.10: Fees:
Buyer will be responsible for the payment of any and all fees due under this section as a
result of the development of the property.
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„_ SheaProyerties
RCA ROUTING SHEET
INITIATING DEPARTMENT: PLANNING DEPARTMENT
SUBJECT: Approve Consent For Pending Sale of a 9.3 acre
property at southwest corner of Main and Clay
(APNs 023-010-10, 27) in the Holly Seacliff
Development Agreement Area
COUNCIL MEETING DATE: September 18, 2000
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (wlexhibits & legislative draft if applicable)_ Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full bK the gLty Affome Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome Not Applicable
Certificates of Insurance (Approved by the City Attome Not Applicable
Financial Impact Statement (Unbudget, over$5,000) Not Applicable
Bonds If applicable) Not Applicable
Staff Report (If applicable) Not Applicable
Commission, Board or Committee Report If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial NotApplicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FORWARDED
Administrative Staff
Assistant City
i Administrator Initial
City Administrator (initial)__
City Clerk
EXPLANATION FOR RETURN OF ITEM:
Only)(Below Space Fol, City Clerk's Use
Ja fe CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
HUNTINGTON MACH Connie Brockway,City Clerk
Office of the City Clerk
Liz Ehring, Deputy City Clerk 11
Date: Meeting Date: Pd Agenda Item: Ste,
Plpnosed City Council!Agenda Items: The City Clerk's Office/City Administrator's Office must return your
agenda item due to the following requirements that have not been met. When your Agenda Item is ready to
resubmit, please return to:.Elaine Kuhnke, Management Assistant, Administration
1. Signature(s)Needed
A On RCA
8 On Agreement
C Other
r_= Attachments
A Missing
B Not identified
C Other
3. Exhibits
A Missing
B Not identified /1
C Other
4. 1 Insurance Certificate(Proof Of Insurance)
A Not attached
B Not approved by City Attorney's Office
C I Signed form notifying City Clerk that department will be responsible for obtaining'insurance certificate on this item.(See form attached)
5. Wording On Request For Council Action(RCA)Unclear /
A Recommended Action on RCA not complete /
B Clarification needed on RCA /
C Other
G. City Attorney Approval Required
7. Agreement Needs To Be Changed ,
A I Page No. '
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8. er d—�--
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