Loading...
HomeMy WebLinkAboutSummerhill Development Company - 1986-12-15 (3) , ;i Mob S REQUEST FOR, �SEDEVELOPA g ,A�` NCY AC`TON x cxTI a° ftH 8;043 •-- Pa0VUD $ p 1 ap ;; ,• :+, ` 1 .-•@atA 3ne 15, 1987 . • - :1 Honorable.Chalrman n oprnent Agency Members Submitted to. ,vJ Submitted b' c Charles W. Thompson, City Administrator/Chief Executive. Officer ' y .. ' l; Prepared by: Douglas N,' a Belle, Deputy City Administrator/Cammuriity.Developm '8ubject T)?RMINATION'PF. OWNER PARTICIPATION AGREEMEbTAUMMERHILL 1, DEVELOPMENT COMPANY , .Consistent with Caurlsil Policy? yes, [ .I IY Policy or Exception t It Statement of Iss, a, Recommendation, Analysis, F' ndln' � Source, Alternative Action;, A tsehtrentsc' STATIN RNT OF ISSUR: The Redev r opn�ent'Agency,,at tits ,regularly scheduled ineetirig of:April 20, 1937, � he Owner Participation with a written- . once of Default as; �rovtded for within t vale�ment Company voted'unanlrnoasCy to N�tice Surt�merhtll De 1 n n p�/.'I y F on Agreernei it betwreen the:RedL�vela menu Agenc and Sum Development'Company(dated December. 229 1986), lt„ECOMME D TION. ' • t w tlia ation Agree between the Redevelo m ;Terrriinae the,.Owner p r gr p ant Agency arid,Sur'rm hill D velopment Company. ANALYSIS. ction of 'a ,•59 unit''•The,Summerhill rr; ect calledJo'r the constrt, , ,,., i P cpndo,iu�Ium type ' n yP development located a+Ithin the Main-Pier Redevero rnent Pr� ect Area ' On December 22,' 1586, an Owner Participation Agreement ;was rexecute Atw^een`the' h �� Agency of Huntington 3pacti.a Summerh fli'i,evelo -ment'Compzny Z�edevela •men. „ ` nd p which su'rh ''1`hill, thrbugh_the Schedule of Performance pr••,;vislons outlined within } ltiat�tiocury erft, was!to have submitted i' Fl iat Subdivision Map for review by t r. t ,: April 2 ;-1937.. , ` 5lrice th�1i3wners ParticlpafIon'Areemeit 'required`that?a'45-day Notice of De#au.lt be 7 }' ' -, n► i:ce'd''to Surnmi:'rhlll;;;f' Frovislons .within '*h�� Schedule of Pert h orrnaree are spot i 1 aaitis110 taff requested'the Redevelopment Agency's>:ction of prli 20, 1987., j1 Y1� r Y `• j ` ' IJ S4"o r 1,I � I' ,: ll 1. :+; _' _ • ,,'; ,1 + 11 1 .. 1 •'t .1 �� r Ill` �t ', � .+ i I,1 {� ( 1� .r 1!•�t I,' +. ; , • Y 1• 11 `'. , I The-,Notice of Default to Summerhill Development Company, was dated and transmitted on April,23, 1987, triggering the 43-day cure period. During the 45-day period, which expired June 7, 19Q7,' Summerhill-Development has made no atternot to cure.-, 61A. have they requested,3n e:etensIon. Also, staff has received written notice frorn the property owner, BWC Vanderwood, Inc., that nebotlatlons between thernselves and SunimerhIll have been terminated. ALTERNATIVE ACTIONS: •,,' ,it '- None FUNDING SOURCEtr, Not app.:cable CWT/Dl 5•lp t 3234 Ice r .r, ol 1 , . , r r REQUEST F���� REDEVELOPMENT ��� ENCY AC�`IC%tJ R1I B�-28 emu, Date �p.11 17 , 1987 Subs lttad to: Honorable Chairman and Redevelopment Agency Members Submitted by: Charles _W. Thompson, CIty Administrator/Chiet Execdtive0 C , Preparaef by: Dou&las N. La Bealle, Deputy Clty Administrator/Redevelop ment r Sabject: NOTICE OF DEFAULT/TOWN ;SQUARE PROXCTS ��D► q"2.o Consistent with Council Pailcy? [ Ye►s Now Policy or"Exception r � iN f�q Statsment of Issudi, 9warnmendation, Analysis, Funding Source, Alternative actions, Attachments: . STATEMENT OF ISSUE: On April 6, 1987 the Redevelopr!f nt Agency authorized staff Im prepare the;necessary Notice of De►ault�pertaining to twd projects within the Town Square subarea using the existing procedures. RECOMMENDATIONSs Authorized staff"I" -prepare; G'a 45-day Notice of Default for the SturniggLhIll, ggg-"t and',2) prepare'•the Letter of .Agency's intent to terminate the existing • Exclusive, Negotlation Ag"e"ement+hetwe'en Mola Develo rnent Corporat'on anra the Agency, Now ANALYSIS: . An,�xclus[ve Nego*Iar,Ion �lgree?nent -between the lrt edevelopment Agency and Mola. Develo r'crient C •oratton w&i, entered Itl!o ''on `April 9;i:'I994. After a series;�of i P. exten Ions granted•hy the Agenc;�,,,all60 for varioUs,Aestgn concepts to be prepared 1; i1r;d t appraisals tote evaluated_by, the Agency,, the city has not received from htola, Development Corporation'- a" gpeciflc' LJevelopment. Proposal that - meets either the Deveioper's economic realisations or the City's development standards. Th,e Sum�nei hill Project which is an'Ownei's�0drticIpaCon Agreement was cxacuted by the A ' entry, and the. - 6velo er Surn me„ C,g p ,' chill Develonmer+t orporatton, on December 27, 199'6; cailed fortiIn�the schedule of,performance that 'the;Developer shall subr,'It,'the fIr~al;stlbrltvtslon :maps for' review 'by,March'Z2;' I987, ,which;'has not .been submitted. y. t the Developer, Summerlilll. Development ., Tnie ctt •has.' no rece�ved_•Info''rmataon from .,, Corporation, that sl`�o�rs that negotiations have concluded regarding the land " acqulslttons, frorr.','the principal' landowner: t �Thts Owner's PattidIpation Agt�eesnent requires that a=,4�.5 dey Notice' of'�.Default be :subnlated t'o Developer Somme:hill Developrnent�Corporation and if he Developer .Is unable'' a' 'cure within that time adArlod, the Agreement �ould'terminate. , .::� a ' ,.j, _1 � 5! t' ,� ti, ,: ; i . `t. .' • 1; 1 R H-87-28 April 16, 1987 Page Two I i j ALTERNATIVE ACTION: +� Do not find Developer(s) In default and Instruct staff to negotiate other soiutions. l � 1• FUNDING SOURCE: Not-Appllcaale:,l GWT/6L'6/CPS:mhg 161h t 01 , 1, I j � I, .. ., I.� ,�, •f' J' , 'rI� - � '•(�,t •� y ''` ` .) ' f r 'r r! 'ter 1 �� � .. I, (,: .fit •f: l{ .,�tly � � wrt�•r. .l.C,. }1. ,11. ,i,d; .r� 11, i.� •w�j,. Ir ..�.��: _ , ••r ' kQUEST FC:"--"- REDEVELOPMENT -xENCY ACTION R H 86-89 �t December 15, 1986 Date Honorable Chairman and Redevelopment Agency Members Submitted to: j Charles W,.' Thompson, CIty Administrator/Chief Executiv Offl Suamitted by: I � '. Dnwdlas N. La Belle, Deputy City Administrator/Redeve!opmen Prepared by. ,� L OWNER PARTICIPATION AGREEMENT - SUMMERHILL DEV 'L M Subject: CORPORATION Consistent'wlth Codncil Policy? has New Policy or Exception Statement of Issue, Recor6mendattion, Analysis, Funding Source, Alternative Actions,Attachments: STATEMENT O:� ISSUE% er California,-,Redevelopment Law, the Redevelopment Agency Is authorized to provfde certain klnds'of assistance whleh Is' directed at supporting and promoting priy;;.to sector investments In re o i` ' Oi� j Summerhlll De' velopment q $ dyveio' men: ►•d ecpt•ageas. .y . condorninlum.Cprporation aro ect�lo�at d w thin the Town Shuare�s�Larea of their a59-unit Redavc;lo 'rnent Pei; ect Area.,, The attached agreement provides ,•,p j, , 9 N j,• � p support for . 'the,proj'ect by the Redevelopment Agency by allowing for a'portion;of the project to be Incorporated at a later date.. Also, the agreement,calls for the Surnmerhill Corpordtion to be obligated to expend necessaryJunds to'construct certain offsite f nutalic improvements thai would be reln;bursed t'hsnugh future tax increment dollars generated by the completed pre,—Le, ' ,..Additlonally, the agcee'iaent ac:ki' owledges that the project's ulti{nate lest n \c ' configt'ratIon accomplishes an Impol-tant street lnt,:rconnect by Summer`F;i 1 Cei•porition's'dedi% atlon of new`:st'rPet right-of Rrid the clt;:'s vacation or ,� • entmIth the abandonment of access ;street right-of;;ways. ;,This agreement is consist ''established redevelopment goals for th.. MaIn-Pier Project Area and authorizing provlsl,-)ns of state law. %-,Iy kOMMENDATIQNS: ,'Aporove and authoi_ze'*execution y ttie Redevelopment ,Agency,.of,the Fummerhill ' Develoj?ment Company Owner Participation Agreement and au'thorize staf f to have i Y Y all principals. documents :u11 executed lr ANAIYSISs 'Approvst�of the att�chcd Owt;Ar Par, pat A`gree`�nent would commit'the 'r,r 6 ;?, erhill a'eveloprrent Corporation for.:certain rrdevelapment'A''gency;to reimburse 5tlmm otfsIte public i��nproverYtent construction costs not to'exteetl a total of;$1.0O;000, by'an - ` annual'.'116cat16n of tio`,more than' 65% 'of the tax lncrerri'ent�'generated by. the proposed - ; r; t Ium project: Payments would 'cornmR►nce'In the year'fallowing a .,., letlon. `It`!s cs I'mated that then ro osed ro'e 'Gerttfilca`e ofo,Corn ` t 17 vailuatlon `w, l be a` roxl alai 1;4 000 600 � whlch w1111''jeneratelantes'tl tressed • P_ 4 p F., 1' pp m y �! i '. i g mated', i OQO irk tax Inereit�en 'annual! The A e c$12.0, t yea. leg n y's ir;Itlal annual pay ment,'1ncluding - lnterest,,to Sutomerhlli Developmenx'Corp. under this condition, ,would be ESQ.Hof the it Availibli lncro6ment'`or'S78y000. 0 r. L� i 1 i , t i This agreement would commit Suminerhill'Development to posting°the cash amount necessary for the eventual purchase of a parcel to he ultimately Incorporated Into the project as required open space. The amount estimated for eventual purchase of this future parcel Is•$600,000, Additionally, It would glso require Summerhill to post all Improvement bond In an amount necessary to crnstruct both onslte and of fsite Improvements of the parcel ultimately to be incorporated. This Improvement bond Is estimated at $200,orio. The Agency would bewfdrt ?commltted,'under' -this agreeme'gz to coordinate the 1( purchase and deyelopment,of that parcel to be ultimately Incorporated within the = proposed pvc,ject f rorn-,fu'nd s deposited by Sumrnerhill. 1 r ' ALTERNATIVES: !. Not provide support with the possibility°of no project or dreductlon in the scope of the'project with the ultimate street alignment being delayed. i FUNDING: I., _Advances from Summerhill Deveioptinent'Corp)ration (not to exceed $100,000) to be"relmbursed;from future tax Increment futd�. AT►AcriMENTS ; 1 -OWne'r tpla r iclaation l greement 2. 33433 Report CWT/CPSilp • 29 44h 4' , 'r Y. (� � }•. 'r 1, . 1, 1, ';' , ,,,'t, !I CITY OF HUNTINGTON BEACH REDEVELOPMENT AGENCY ; SUMMARY OF OWNER P1 RT!CIPATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY ANT).,SUMMERHILL DEVi L.QPMENT WITHIN THE MAIN-PIER REDEVELOPMENT PROJECT AREA Tne,major business"points of the above captioned Owner Participation Agreement are summarized.below. . This Is Intended as the summary required by Section 33433 of the �ailfornla,Healthc and Safety Code, but should not be celled upon In substitution fot• the contents of the entire Agreement. 1. Initlal-section5 of the Owner Participation g ation Agreement discuss t:�e purpose of the .Agreement, the Redevelopment Plan, the Site, the''Partles to the Agreement, Prohibition Against Ch'ange,in Ownership, Management, and Control of !� Participant. 1, , 2. Acquisition and development of properties, Including City and Agency's agreement to use best efforts to review subdivision mlps that accomplish abandonment of streets within site: 3. Scope-of'Develo merit states that' � improvements shall. be In accordance with the a -Scope •� p r , of Dev,.lo merit and shall have a value.. o� �t least $14'000 000. It �. of Dr-awin s. Th r.: ,, ,- ;1• •�•, •'1 'Sub'�i'sston' _g, a dt:veloper is,required to submit. a design c:oncept,'and c ntr�lctjon d!'?Wlpgs, 1•CC6I-6I6g tdrt.he Schedule of Performance;and ,that ne AgPncv Is;i-equired to use best efforts to review 'in d'timely fashion. 3 Approval of Pl, nn& :The Ag kicy,has the righ. to approve maps, plan;` drawIags, -arid related, ;ocuments. The Agency must approve or deny any changes'within 30, `days or they,are deemed approveo. 6.- Cost,of C:on'struction and`S'chedule. Developer shall bar all costs.:of the , „r Improvements and shall perform accordin to the Schedule of lPerformance. The Agency to re.imburs e� d eg eloper for cost o Improvements beyt+nd.,cente�rline of - adjacent streets, said costs are estimated,not to exceed $100,000, J; y. Insurance. The developer must provide Insurance pursuant to city requirements and fiord the City, gencyj.officers, and employees harmlesse, ; 'S. Use of the-Site. The developer agrees to use the site for the,purposes,Intended by the grPemer,t and permitted by the City's zoning regula-tlon. Interest b ► 9. Certificate o.f In Agency,,Mernhers --officials, and employees are prohibited from hav ing any Interest-in the project. . '� ;, ,,, 1, it :, r= •` r ; ��' )� r , to.. 1 he Participant 'will pay the `Agene the'sum of $600 000'to faralltate the .. � cquisltIon of Parcel 29 pius,any'addltlonal sums that`may.be t equi red tti p'ay relocation benefits'as prescribed by state and/or federal law. Partici ant a r'e:es ta:ded �ate the Dedl"cation Por.tioh of'tht:gPaccel'2 acid the Y x,t A P 2. enc a'' rees to-Valcate,the Yacation Portion of tl,e Parcel , f f;• .ice t,`f t : r 1 FINDINGS: 1. he Agreement wO.I not result In costs to the Agency beycnd the legal and adr:i'-lst=native costs of its preparation; 2. The real property IntErest tc, be acquired by the P.gency and.conveyed to the Particlpant Is estimated to be' the amount paid to the Agency,by,the Particlpf nt ($600,000, plus r2!ocatloh-costs), and this value is based on the highest uses permitted finder the Redevelupm'erit Plnn; and 3. The purchase r ice of the Parcel 2 shal "be $600,000 plus any,and all relocation costs incurred the Agency and,rhi� purchase price Is"determined,to be no less 'than the fair market value of the,.Parcel J2 as determined at the highest and besi use consistent with the redevelopment plan. ' t 290ah . �-, 7 � 1 -. ,' - ., -. •• . •.. _ Jar . . Imo./i t r �r_ { 1•, �,,,t �. Ct, " r � .��' ' "r 7 �..,.1 f IL�•, . "' , ,1. ,f7 i i +.}};r i` i 1 t 1 + IV REQUEST F'c•.,� REDEVELOPMENT i-, ,NENGY ACTION RH 86-87 Date November 21, 1986 .• .._. ,..�.�._, Honorable Chalrrnd;r! and Redevelopment Agency Members Submitted to: Charles W. Thompson, City ndmin:stratcr/Chief CxecutIve OfficerL'�d' i Submitted by: Douglas N. La Belle.,Deputy City Ad mini stratcr/Redevelopment• Prepared by: , �.1 WNER PARTICIPATION AGREEMENT - SUMMEIMLL DEVELOPMENT Subject: ' "ORPORATION Consistent with counci( Yes [ J New Policy or Exception y t Alternative Actions, Attachm ents: .• Statement of Issue, ecommandation Analysis, Fundin�l Source, STATEMRNT OF ISSUE; ` • ` ip i . , +."by;and between,the lt'edevelop meat A jer..-4 of the An Owners,ParticIpatIan Agrce�inenY city hf Huntington Beech and SummerhlU Corporation for their project` located'within the;Town;Square;subarea-of*the Math''Pler Project Area was continued by the Agency at Its meeting of,Novemer 17 until Decerriber. 1. Based on direction given by the Agency or. November 17, additional items are in need of, assessment before finalization ;. of.the`Agreement. : r 1 t RECOMMENDATION:, , Staff recommends the public hearing for consideration of th-• a Owners • 'Pard6pa—tion Agreement be ccntifiued until your,December 15, 1986, meeting. .This .%vo-ald allow: the developer and staff suffiLA nt time to incorporate additional items Into the Agreement. • r r r '` 1 , , 'i CWT/CesedIP00009 './ 1< , , 1 � t.. 1•, .-1 / r. • I. . . 1, ✓4 . , 1 ` ;,/1J�1.{1/. t4 J + 11• i Z�,:: ., .. Vt11F 1 '1 k. �' r � . 1 , EQUEST FG . REDEVEL OPMENT �-. ,.2E�tCY ACTION RH 8643 Date Novemher l31 1986 Honorable Chairman-and Redevelopment Agency Member S�Lymftted to: ;; Charles W. Thomps,)nt CIt:•,Administ rat or/Chief Executive Officer ^�IS Submitted by: �las N. La Bke, Deputy rlty Admi�i:strator/RedF-velopmeitt Prepares! by: OWNER-PARTICIPATION AGRi EMENT - SUMMEl?1IILL DEVELOPMENT • Sub;ect CORPORATION Gonsistant with Council Pgfkvr- Yes �.:) New Pollc' 'or Exception Stat:.mant of 9 ,r .Issue, 1Recommvdation, Anal sis, Fundin Sou'!cbI Alternative Actiogs, Attachments: ' irrr+r�r��rr.rrr�Ar �/rwr+M, STATEMENT OF ISSUE: An,0iYners,'Pa y: , • - �'`�erii1 Co o beW t on forRedevelo tnent'ti' ens of-:"he city:of-Huntirigtpn Beach and:Summ` rticlpatfon.Agreement b the'!rt own S uare subarea`of'-the Maln-l`'ier _ ro'ect Area had b •araject located within p been schedulAd to be,; befare;,the Agency on November.l7 1986: Subseduent to tne:advertisement ofr tl e r�:qutred regal n:tices for"the OwnerlI�-Par.t!clpatlon Agreements certain ssuEs'have arisen, that need;to.be add:lessdd befl►'e 'fi;ialization ofr;`.hI 4Aycee'ment. One of the Issues Is.the pending:apPfi the;P�,annlng Comm.Ission.s ttondltional Approval of stit�ject,development, sehedulerl 'fdr, your consideratiorr',on h��vember 17, 198E,. kECOMMENDATION4, "Staff re`e;rnrnenr�s`that the public hearing for conslderation.of �the'Owners .: Pact rIpat:on'Agreement be continued until your. Decehiber 1,: 1-986, meeting. This Would allow the developer and staff sufficient tlme to, incorporate additional items Into the Agreernent. A CWTICPS:Ip M I. �TjX. 400 Pilot I in r1A f ►ulf.0, ,5 d to P1.bl1sn aavartrsomenls of all ►.. includin public notices :jy Decree of the Suparror ',rourl of Orange Counly, V C California, Number A•621e, dated 29 September 1961. and /� r A•246S I. dalad 11 June. 1963 STATE OF CALIFORNIA l C:OUnty OL Orange Pvorc Now& Ao..n:wgcorrir0 ar rrwl srM•v" n No d1:/POwr .nnm 10 pc+cdvm spon I am a Citizen of the United States and a •esident of the County aforesaid; I am over the age of eighteen )-.cars, au,d not a party to or Interested in the below entitled rnatter. I am a principal clerk of the Oran ,% do' st DAILY PILOT, with which is combined the- NEWS-PRESS. a newspaper of general circu!iitlon, 'u '•'r' ': printed and published in the City of Costs Mega, a County of Orangge, State of California, and that a PDDLIC HEhRTNG ; Notices of of which copyallachad hereto is a true and complete .,.'•t i, ^^,�, �i + Copy; was printed and publisher) in the Costa Masai; Ne' wport Beach, Huntington Beach, Fountain Valley, ,a rvine, the ast communities and Lads na a ?ech isue, s of said newspaper for ONE TIME -NAUM)WANDCto'wit 'ths issue(s) ,'f .� November 3 198 6 198 198 198 decIat•e• under Y jury,penalty of ` er u that the P foregoing IS trtae and correct. . , .flMit • '' _ f November 3 'Executed on r 19 Co 'ta, Mesa, CaWorni i 1 gna ure '�p PROOF OF ,PUBLICATION '.n i • � '� r, '. fir•. .. y • rti i, 1 •I OWNER PART I C I PAT I ON • AGREEMENT E hND BETWEEN THE FiEDE r .�. OF T=�E CITY GC HUN:.'I�NGTON •BE?�CIH M,iD cU1,ZMEi7,3 i LL DEVELOPMENT COI ll"ANl' s I� Y S FI1F.DIT AREli. •i i r r� r fly , 1 ,` I �1 1 r', �� ' � � i � •.5', .1 1' t,' ��. .5. 1j 1{.r � � �y �1� 1 •1 ���• �I �Y ,t5 1• �i, .. rl:• � :, ," i j. r . I TABLE OF- CONTENTS - rr I . [ §100) SUBJECT OF "AIPMEEMENT 'A . j §7101j Purpose of Agreement B: [ 9102 ) she Redevelopment. Plan C . ( "d103 ) The Sit e D . ( §104j Parties Eo the agreement ( §1051 The Agency 2 j §1061 ,•' . The �artic�pant Y�;' 3'. j'§107 ] Prohibitio. Against Change in , Ownership ManRgcment grid Control of Y arty:oxpar�a ,i� , '• •'�. 1„ ' S SITION OF P�20PERTYEg j §200 )' ACQUISITION SAND DISPU A. `j §201 j Parcell 2 jJ§202 T Dedication ?or.Lion: grid Participant, !! Cbn%,ey'anc`e Portion ic 203 j t. Vacati on Portion ,D j §2041 .► Conditi ons ! I X I j 30C] 1�'EVELOPMENT OF IMPROVEMENTS BY THE � F,RRTICIPANT'•; % i; _ A [:530,11. ..,Dive opment ok Improirements 1 1 . I' 307..j ,Scotpe of -Development :r t tit ,i 20 ( 130 ,,) Design Concept Drawings 3. (t304) CorYs,truc.tibn.-Drawings and kelated bacumen s _ 4 3q5 Agency oval of Pl , ' a APp o t6 • Relate cu D men rate L?rawin `e, nd i} s1��-� `[ §306 j Ca'st cif Dvloprr. nt �•�•f 1 •,r \, t,•., �ili 1 1.630 J\A coos r.a.,MCt ion-: �C�'i d�ls +Jl 410 i,, •r t .ii,1 r J , • �. .. hK,. . r" t� 1.^•, rr ..r ��� i ,, 'I , l , :. , .r r. , ��r.r i ,'U�, ',: t , 1 l , a � ,r ty Damage 7 - ( §'^; ] Bodily Injury grad Proper ti Insurance M a . [ §309 ] Riights of Access 9 . [ §310 ] Local , State and Federal Laws; Antidiscrinination I V. [ §400 ] USE OF THE i 7 Tr: AND RELATED PROPERTY A . [ 4-401 ] uses B . [ §402 ] Nights of Access C . [ §403 ] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction V . [ §500 ] DEFAULTS AND REMEDIES A. [ §5011 Defaults--General B . . [ §502 ] Legal Actions X:zsti t:uti on of Legal Pxtions 2 . [ §504 ] •z,pplicsbie Law 3 • [ §5.ni:7 ] AzcepIC-a ce of. Se r'vi'ce- of P?-oce,�s C , 1 §506 ] Riah-cs and Remedies Are Cum:ilative D . 1, §567 ] Inaction Not a Waiver of Default E . [ §508) Damages r, F. ( �509 ) Specific Performance G. [ §5101 Remedies and Rights of Termination 1 . Termination by the Participant 2 . [ §51.2 ] Termination by the Agency VX . ( §600] GENERAL PROVISIONS A. [ §601 ] notices, Demands •and Communi.catioras Between the l arties B. ;" ( 1602 ] Confl::ct.s. of Interest C. [ jr-03] •Enforced Delay; Extension of Times of Performance I 1 D. [ §6041 Non- libI laity of Officials and Employees of the Agency VII . [ §700 ] SPECIAL, PROVISIONS [ §701 ] Submi. ssion of Documents to the Agency for Approval B. [ § 702'] Agency Cooperation I C. [ §,703 ) Amendments to this Agreement VIII . [ §800 ] ENTIRE AGREEMENT,. WA-WERS Ix. ( §900] TIME FOR ACCEPTANCE 'JF AG.2EENENT BY AGENCY I .. ATTACHMENTS `A-tachment No . I c; te. Map r Attachment 146 . 2 Schedule of Performance Attachment- No . S;:ope %f Development Attachment t10 . 4Publi c Imx+roventants Nap i i is � nr► t i 1 OWDER PARTICIPATION AGREEMENT M THIS AGREEMENT is entered into by "-,nd between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ( the "Agency" ) and SLT1414ERIII LL DEVELOPMENT COMPANY, a Cal forni a corporation (the "Participant" ) . The Agency and the Participant hereby agree as follows : I' f , I , ( §1CO ) SVBJECT Or AGREEMENT A. ( §101 ) Pu_ rpobA_.of A\ :Bement, The purpose of this Agreement is to effectuate the Redevelopment Plan ( as hereinafter defined) for the Main-Pier Redevelopment Project (the "Project" ) by providing for the assemblage, development or improvement of certain property situated within the Project Area ( the "Project Area" ) of the Project. Participant is the owner of that certain property within the Site ( . arti�c-pa nt Port iara" ) cuts; act to certain rights--o£"way :e_asements in, f aver of the City of Huntington ,, Beach ' ( "City'';') ,. all as shown on the "Site flap" attached hareto ' is Attachment No . 1 and incorporated herein by reference . 'Parcel i , shown on the Site 'Map, . curren,zly is owned by a,`:thirt! party. The Participant :shall dedicate to the City that portion of the Participant Parcel identified cn the Site Map (Attachment rIo . 1 ) as the' "Dedication Portion" and shall convey to the Agency that portion of the Participant Parcel identified on tiie Site Map (Attachment No. 1 ) as the "Participant Conveyance Portion" . The Agency and Participant shall use their bns3t, efforts to acquire Parcel 2 identified on the Site Mro. The Agency shall use to best efforts to cause the City to vacate that portion of -'the Site identified in the Site Map '(Attachment No. 1 ) as the "Vacation Portion" . The Effectuation of the conveyances and,. completion of development all as provided ,for pursuant to this Agreement are in the vital and best interest of the City and the health, safety, morals and welfare of its residents,, and in accord with the publsc purposes and provisions of applicable state and local- laws and requirements under which the Project has been undertaken. B. ( §102j. The Redevelopment Plan The Redevelopment Plan was approved and adopted by nrditlanre No. 2578 `of_ the City Council of the City of 'Huntington - Beac.% and amended by Ordinance No. 2634; said ordinances and .the Redevelopine. Plan (the "Redevelopment Plan" ) are incorporated herein by reference. 1 WNW% . C. s1031 The Site he Site is ghat portion of the Project P.rea within Tentative !Tact 12268 as shown on the Site Map ,(Attachment No . 1 ) . n . ( § 104] Parties to the Agreement 1 . 1 §105 ] The Agency The Agency is a public body, 1-or.porat.e and politic, exercising governmental £r:nctions and po4iers and organized. and existing under Chapter 2 of: the Community Redevelopment Law of the State of California. The principal office of the Agency is located at Cit,, Hall , 2000 Main Street, Huntington Beach, Cali£crn.a 92648. "Agency" , as used in this Agreement, includes the Redevelopment Agency of the ity 'of Huntington Beach, and any assi. nee of or successor to Its rights , powers and reopozisibi lities . 2 . [ §106 ] The Participant Thtt.:Participant is a California corpor-ation_ The principal office acid :rnai ling address of the Participant for purposes of this Agreement . is 755 F,ge Mill Road, Buy,-Lcling C, Palo. Alto , Califot.*niu 94304 . The ores ident of the corr!,oration is Elias 06hn Garcia. 3 . ( §107 ) Prohibition Acra.:L-nst Char cte in tiwners'_ii_.2,'-.,,tia ement and 'Cont-rol of Participant The qualifications and identity of the Participant are of particular:* c:o_ice. n 'to the City and the Agency. It is because of those quE:lifications and identity that the Agency has entered into this Agreement with 'the Partici,PRnt. No voluntary on i,lvcluntary successor in interest of the Parti-cipant shall acquire any rights or powers under this Agreement except as expressly set forth herein. The Participant shall not assign all or any part i ' of this Agreement or any rights hereunder without the prior written appToval 'of the Agency. The Agency shall not unieasonab1YL withhold its approval of are assignment, provided that: 1 the assignee corporation shall expressly assume the.- obl.,igatione 'of the Participant pursuant to this Agreement in writing s'ntiefactory to the Agency; ' (2 ). the or.igina] Parts cipaht shall remains fuil.y responsible for the performance ,'. 12/i6Ab . 2+ and liable for the obligations of the Participant pursuant to t s Agieement ; and ( 3 ) any guar.anteee- provided to assure the performance of the Participant ' s obligations under this Agreement shall, remain in full force and effect . Notwithstandinq anything herein to the contrary Participant shall have the right , without consent of the Agency , to assign this Agreement to a partnership of which Participant retains not less than 40% interest in profits and losses and complete operational and managerial control , provided that ary guarantees to assure ti,e performance of the Farticipant ' s obligation under this Agreement shall rer,;ain in full force and effect . All of the terns , covenants and conditions cf. this Agreement shall be binding upon and s;,all inure to the benefit "0' f the Participant and the permitted successors and assigns of the Participant. 'Whenever the term "Participant " is used: herein, such terra shall include any other permitted successors and assigns; as herein provided . 11 . ( S 200 ) ACQUISITION AND DI5.POSITlON GF PPOPF.RT:IES A . ( S 201 ) Parcel 2 The participant cjha.11 pay to the naency uhr. cash sum of Six Hundred Thousand Dollars ( t600 , 000 ) by the r ima �:stcoiish.nci thert::f oL in the "_cchedu] -- of Pc-:� ;ormance " •,,.,hi h _ r_ a,.ca1ched as ht ach:m-nt• Nio . 2 anU is iricorooratec here�_c, L rF ► . `,ice . ri, _i: amount' ri-ja11 nc: ar3ul i e d �v the ac--i rE , ► y rne =,91S of purc:!rase , Parcel 2 , as shown an AttacJi'ment Nc.. 1 . ;'he Agency 1. shall not tip obligated, , rnY virtue of this Arreerr,:;nt , to exercise its rowers o;: en,irient d0Ma: n t10' a,�'auire ParCE:1 _ . ThL- Part:iCipar�t shall provide to the Agency such additional fund as may be necessary to complete . the acquisition of Parze] 2 and ti.'e eloca t i on of any occupants of Parcel 2 , together With tIM payment of any and all benefits provided for _pursuant to. the CE:lifornia Relocation Assistance i,aH (Government Code S?.ction 7260 et . se' q . ) and any other similar ' applicable enactments providing relocation benefits . Such additional fun::s shall be provided withi �j five ( a ) working days after request therefor by. the Agency . The Agency shall return to the Participant any ,and all funds previously paid ' to Agency not needed for the obligations of Participant pursuant.. to this 'parag;aph . Ic the Agency is successful in acquiring Parcel 2 , the Agency shale convey Parcel 2 to the Participant at the time established therefor in the Schedule of Performance (Xttachment No . 2 ) provided that the Participant is not in material default of this Agreement . the "Conditions Precedent" as set forth in Section 204 of this Agreement• h7ve been satisfied , and all other acts required:, Lo be .performed by the Participant prior to the time scheduled ,.for such, conveyance, have been completed . The Parcel. 2 shall, be .conveyed 12/16/86' . 3616k/2460/17 h l 1 t4O' irk Ji a f "as is" , and subject to all liens , encumbrancer,, and limi.':ationn on title in effect as of the time of acquisition of such Parcel 2 by the Agency. All costo for escrow; recording, documentary transfer, title insurance or similar charges or costs related to t::P conveyance of Parcel Z. to the Participant shall be borne solely by the Participant. in the event, that the Agency has been unable to _,cquire Farcel 2 by the time that the final subdivision map is ready for recordation for the Participant Improvements, the Participant shall. lie permitted to phase the construction of the Participant Improvemex,"s, subject to the appropriate City approvals if necessary, so as to permit al.1 of the Participant Improvements except those to be constructed on Parcel 2 . In this regard, the Aber, shall use its best efforts to. czuse the City to taRe necessary actions with respect to the vacation , of Lake Street to permit such phasing . B. . [ §202 ] Dedication Portion and Participant Conveyance Portion The Participant shall dedicate to the City the Dedication Portion and convey to 'the Agency the Participant Conveyance Portion by the time Established therefore in the Sc:he--jule of Ferformrnce (Attachment No . 2 ) . Th:' Participant. s hall -cause the Dedication. Portion and `r, artici�ant Corveyanc:e crtion.:•'ro be free.- of possession and free from. any and all liens, ea,,emeazts, encumbrances or limitations upon title , ex;.ept as heraaf ter ,expressly agreed -to :.n writing by thie City, at the time the City accepts the . Dedication Poi tion and 'Participant Conveyance Portion, The Participant shall , at its cost, provide an owners CLTA title :insurance policy for the Dedication Porti':�n . and Participant Conveyance Portion, issued by Safeco 'title Insurance ,Company or any, other title company acceptable to the Agency (the "Title Company" ) showing that title is vested in the City in the condition required by this Section 202 . Prior to the dedication, . the Participant shall flay all ad valorem taxes or assessments on the Property or improvements and taxes upon this Agreement on any rights ;ereunder, levied, assessed or imposed for arty period prior to tf,ie acceptance by the City of the Dedication Portion and the P: rti.cipant Conveyance Portion. C. ( §203 ) Vacation Porticn Subject to the prior satisfaction of the "Conditions Precedent" as sot forth in Section 2a4 of this Agreement and the,:provizion by the Participant of the necessary funds for and the acquisition of Parcel 21, after the dedication .of• the Dedication Portion, and provided that the Participant is not ,in material 'default of this Agreement, the Agency shall YOL 12/16/86 . 361 Gk/2466/17 r m 4m i cause to be vacated the %facation Portion as described in rlttachmer►t No , a by the time established therefor in the Schedule o! Performance (Attachment No. 2) . D. [ 5204 ) Conditions Precedent: As conditions precedei:t to the obligation of the Agency to acquire Parcel 2 and to relocate the occupants thereof and to effect the c:'.jnveyanoe set forth herein, the Participant shall. satisfy all of the fallowing : 1 . The Pa-tir_ipart small have provided proof satisfactory to the Agency that the Participant holds fee title to the "Participant Parcel" to permit development of the participant Improvements . Such proof shall be provided by the time established therefor in the Schedule of Performance (Attachment No . 2) . 2 . The Participant shall have paid to the Agency an amount equal to all costs , obligations, and expenses of the Agency ( including without limitiation consideration paid and relocation costs ) for the acquisition of Parcel 2 and the conveyance thereof to the Participant . 3 . The Parts c;:'panT shall have p. p%,ide,d ?:ge.zcy {ti I TIT evidence , satisfactory to t2ir Agency , that Participant has a binding commi tmc n't for cons true L ion and permanent f.i:zanci ng for. the Participant Improvements, , in. all necessary equity capital in connection therewith; and . 4. 1,he City is prepared to issue all bu i1ding permits in connection with the Participant Improvemen-t-s. . The foregoing items 1 to 4, inclusive , shall collectively constitute the "Conditions Pr�eredent . " III . [ §300j DEVELOPMENT OF IMPROVEMENTS BY THE PARTICIPANT A. 1 §3011 Development•. of Improvements [ §302 ] Scopa of Development The.,Participant shall commence and complete those improvements identified.- as the "Participant Improvements" in the ' "Scope of Development" , which is attached hereto as Attachment No. 3 and is incorporated herein by reference. The Participant Improvements shall incorporate or show compliance with all applicable mitigation .w4asures and corditions 'imposed an part of the planning approval proeces. 12/16/0 , 3616k/;4 o 1 �s= e.n 1 /• 2 . [ y3031 Design Concept Drawings Concurrent with submittal of this Agreement to Agency, the Participant shall prepare and submit to the Agency for its approval Design Concept Drawings and related documents containing the overall design for development of the Participant Improvements in sufficient detail to enable the Agency to evaluate the location and scope of such im_oruvements . The Design Concept Drawings and all drawings and plans submitted by the Participant pursuant to chic Agreement ' shall be in conformances wit]: the Downtown Design Guidelines. 3 . , [ §304 ) Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (Attachment No . 2 ) , the Participant shall prepare specifications and submit to the Ardency, construction drawings , landscape, and related documents for development of the Participant Improvemeints. Approval of the drawings and specifications , as provided in the Schedule of Performance ( Attachment No . 2 ) , will be gr6rited by the Agency f they conform to concept drawings and this Agr: ;:ement. i�,ny "items so submitted and approved in writing ny thc,"--i'gency shal.l not be su,b ecri, to subsequ elf� J"L sapp oval l:nl es , consented to by the palms.-ile . During the preparation of all drawings and plans, s: +'f of the Agency and the .Fai•ticipant shall hold regular progress meetings to coordinate the preparation of, submission to , and review of- drawings, pla.is slid related docums:its by zbe fi.gency . The staff of Agency and the Participant shall cc.-amunicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. If any revisions or corrections of plans approxied by the Agency shall be required by any governmental official, agency, 'department or bureau,; having jurisdiction, the . Participant and the Agency shall cooperate in efforts to obtain . waiver of such requirements or ;.o develop a mutually acceptable alternative. 4. 1 § 3051 Agency Apjproyal of Plans, Drawings, and Related Documents Subject to the terms of this Agreement, the Agency shall have the., fight of architectural and planning 12/,1 6/66 3616kf 2 460/17 c: � e review of all plans and submissions lncl Oing any char,gcs therein. Provided that the submissions by the Participant are made timely and are complete, the Agency small. approve or disapprove the plans, drawings and related docu,nents referred to in Sections 303 and 304 of this Agreement within the times established in the Schedule of Performance (Attachment No, 2 ) . Failure by the Agency to either approve or disappro ,s with1141 the times established in the Schedule of Performance (Attachment No . 2 ) shall be deemed an approval . Any disapproval shall state in writing tho reasons for disapproval . Thw. Participant, upon receipt of a disapproval based upon power.s reserved by the Agency hereunder , shall . revise such portions and resubmit to the Agency as soon a:; possible after receipt of the notice of disapproval as provided in the Schedule of Ferformance (Attachment No, 2 ) . If the Participant desires to make any substantial changes in the construction plans after their approval by the Agency, the Participant shall submit the proposed change to the Agency for its approval . IA. "'lie construction plans, as modified by the proposed change, conform to the recTtirementM of Section 305 of this Agreement and the Scope of D ve :op►nent (Attachment No . 3 ) the h enc y dial l appr:o�7e the proposed ch:.nge;;,and notify th-_­ Participant in writing within 30 days of er+ submi ssi or, to the Agency. Such change in construction plans shall, in any event, be deemed approved by the Agency unless rejected, in whole or in part, by vrit::F.;n -notice thereof by the Agency to the Participant, setting , r'orth the reasons therefor, and such rejection shall be made -"githin said 30-day period. 5 . ( 63061 Cost of Develcpment All costs for planning, designing rind constructing the Participant Improvements, ::;:till be borne exclusively by the Participant. The Participant shell also bear all costs related to. dischargIng the duties of the Participant set forth in this Agreement. In addition, ..he Participant shall construct and thereafter dedicate ,all off site improvements located withi�l., the "Street Area" , which t is hat area so designated on the Public Improvements Map. (Attachment No. 4) . In addition, the , Participant shall, at . Agency',g. option, advance to the Agency the sum,,of One 'Hundred Thousand DollArs _ ( $ 100, 000 ) to be utilized by the Agency to complete the offsite improvements "by others ' within the "Street Area" as shown on the Public. Improvements Map (Attachment No. 4) . The sues of One Hundred Thousand Dollars ($a00, 000.) shall be , repaid by Agency to Participant together with accrued interest at the rate of 7% per annum payable soltly out of f5% `of all taxes allocated to the. Agency pursuant to health and Safety Code Section 33670 attributable to the Site. 12/1�%�6 ' 3616k/2460/17 -7- 1 •oo" l 6 . " 3 5c e u e ( � 07j Construction h d 1 The Participant shall commence: and complete the Participant Improvements by the respective times established therefor in the Schedule of Performance (Attachment No , 2 ) . 7 . ' �3051 Bodily Injury and Property Damage Insurance Prior to the commencement of any construction hereunder , the Participant shall obtain a policy of comprehensive bodily injury and property damage liability insurance and maintain such, policy in effect until. the completion of all of. the Participant Improvements ( as determined by the "Agency) providing coverage for bodily injury and property damage in the minimum amount of One Million Dollars ( $1 , 000, 000 ) combined single : imit per occurrence . The policy shall name, as additional insured, Agency, the City of Huntington Beach, and their of-ficers and employees, while acting within the scope of their duties, against all claims , suits , or other actions of any nature brought for or on accounts of any' deathm, injuries, damage or loss, arising out of or connected with the work of Participant or the development of the Participant Improvements under this Agreement. "Participant shall. furnish Agency a certifica'ce o insurance frcm , the insurer evidencing compliance wwth this paragraph and providing that: the insurer all. not' 'cancel os modify the p licy without thirty (30) days ' Written. notice to Agency . :'Urticipant shall give Aclency prompt and'.,;timaly notice of any cr_ :irr made ar suit instituted. Arzncy, C' ty, and their officers and employees , shall also be narned a's aa*.iitional ilisured in any policies of Participant' s contractilDrs 'covering work under this Agreement, and such policies shall comply with this paragraph. Participant shall comply with all of the provisions of the Worker' s.:'',)mpensation Insurance and Safety Actr� of the State of Cali'ir +*;i�r_`a , the applicable provisions of Divi ci ons 4 and 5 of the Ch';A._..:':.,.i a Ldbor Code, and a l l amendmente 'there;to, and all , nimilar Stste or Federal acts or lakes applicable " and Participant shall `hold Agency and. City harmless frc:m any claims - arising thereunder. Participant shall furnish to Age ncy a certificate of Worker' s Compensation insurance , providing that the insurer shall not cancel or modify the .policy , wit.hout thirty ( 30) days ' prior written notice to Agency.: In the alternative,.' Participant may show, proof of a certificate of eonafant'' to', self-insure issued by the Director of Industrial Relations according to California - Labor Code Section :3800.: �l}� 12 6w! AAjj 1 7 fit'` 1 , M •, Amor: . r' AI The Participant shall release th` Agency from any liability or responsibility for damage, costs, losses, or suit ar;lsing ira any manner from the approval of thj,s Agreement or Activities conducted pursuant to this Agreement.. 8. 1 §3091 Rights of Access Representatives of the Agency and the City shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited , , to, the inspection of the work being performed in the construction of the Participant Improvements . 9 . ( §310 ] Local , State and Federal Laws ; Antidiscrimination The Participant- shall .arry out the construction of the Participant Improvements ir, conformity with all applicable laws . IV . ( §400 ) USE OF THE SITE AND RELATED PROPERTY A . ( §4101 Uses The Participant covenants and agrees for itself, its successors, i +ts assigns, and p,,.iery sur.cpasor :in interest to the Site or, any part thereof, that during consr'.•uction and ' thereafter, the Participant , , sue; successors and such assignees, shai' ,' devote ths Site, and any land acquired by the Participant pursuant to this Agreement , to the uses specified in the Redevelopment Plan ard..this hgreement for the periods of time specified therein. The foregoing covenant shall run with the land. The Participant covenants by and for itself and any successors in interest thzc there shall be no discrimination . against or segregation 6f any person or group of persons on account of race, color, creed, religion , ' sex, marital status, age, handicap, national origin or ancestry in the sale, lease , sublease, transfer, use, occupancy. - te;lure or enjoyment of the site, -nor shall the Participant itself. or any person claiming under or through� it establish or permit 'any such practice or practices of discrimination or segregation with reference 'to the selection, location, number, use or occupancy of' tenants , lessees', subtexian' ts, sublesi3ees or vendees of the Site. The foregoing covenants shall +ur. with the land. The Participant shall refrain from restricting` the rental, ea►le. or lease of the property on the basis of race, color, creed, religion, sex, marital status, handienp, national �� UlGk/2480J11 �� r i t � i origin or ancestry of .any person . All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation .clauses: 1 . In deeds : "The grantee herein covenants by and for hinself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons .on account of race , color, creed, religion, sex, marital status, age , handicap, national origin or ancestry in title sale, lease , sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish: or permit any such practice or practices., cf discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants , lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with V;te land . " 2 . . In leases : ""the lessee herein convenants by and 4'or Himself ci 'herself, his or her r.eirs, executors , administrators and assigns , and all. ''persons claiming under or through him or her, and this lease is made and accepted upon and suL-Ject to the llowing conditions : "1her_e shall be no discrimination agains't: or segregaticn of any person or group of persons on account of race , color , creed, religion, sex, marital status , handicap, age, ancestry or national origin in the leasing, subleasing, transferring, rise, occupancy, tenure or enjoyment of `.hc premises herein leased nor shall the lessee himself or. herself , �. or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number , use or occupancy of tenants, lessees , sublessees, subtenants or vendees in the premises herein teased . " 3 . In contracts: "There shall be no discrimination against or segregation of,'' any person, or group of persons on account of race, color, creed, religion, sex, marital status , age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occuliAncy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming cinder rr through shim or her, establish or permit any such practice or practices of 'discrimination or segregation with refererce to the selection, location, number, use or -occupancy of tenants, lessees, subtenants, sublessees or vaudees of the premises . '­'I i 12/16/86 was The covenants established in this Agreement and the deeds shall , without, regard to technical classification and designation, be binding .for the benefit and in, favor of the Agency, it: successors and assigns , the City and any successor in interest to the Site , together with any property acquired by the Participant pursuant to this Agreement, or any part thereof. The covenants, contained in th;s Agreement and the deeds shall remain in effect until the termination date of the kedeve2,opment Plan . 'She covenants again t racial discrimination shall remain in perpetuity. B . ( §402 ) Rights of Access In addition, to those rights established pursuant to Section 309 of this Agreement, the Agency, for itself and for the City and other public agencies, rLserves the right to enter the Site or any part thereof and any pz16paerty acquired by the Paticipan,t pursuant to this Agreement at all reasonable times for the purpose of construction, reconstrur;tion, ma.intfnanre , repair or service of any public. :irrrprovaments or 'public facilities located on the Site ' or on property ar.`quired by the Participant pursuant tr,,� this Agreement. Any such nnt& y shall be made only a`ter reasonable notice to Participant . C . ( §403 ] iffe:ct of Violation of lie Terms and Proy sions of thia ActreementwA ter Completion cf r,011structa on The ,agency is- deemed the beneficiary r_rf _Ihe terms and provisions of this Agreement and of the covenants running w4t•h the.'land, for and in 'its ovni rights and for the purpose., of protecting the interests of the cominurity and other par't:�es, public: or private, in whose favor and for whose benefit,-this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any _land or interest therein in the Site,,or in the Project Area . The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other ,pxaper proceedings to enforce the curing cif such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. V. 1 §500 ] DEFAULTS MD RSMEDIES A. ( 1501 ] Defsul'ts--General Subject to 1�­, 4 extensions of time set forth in Section �603 , failure or delay by either party to perform any te3rm or provision of this Agreement constitutes a default under i r 3 616kr2 460/17 i 11 y Alf this Agreement . A party claiming a default (claimant) shall give; writtet, notice of default to the other party, specifying the '.default complained of. Except as otherwise expressly provided in Sections 506 and 809 of this Agreement, the claimant shall . ziot institute proceedings against the other party if the other party within forty-fire (45 ) days from receipt of such notice immediately, with due: diligence , commences to cure , correct or remedy such failure or delay and shall complete such cure, correction or remedy as soon as reasonably practicable attar receipt of such notice . B . ( §502J Legal Actions 1 , , ( §503 ) Institution of Legal Actions In addition to any other rights or remedies and sub ect 'to the restrictions in Section 501 , either arty may � P institute legal action to seek specific performance of 'the terms of this Agreement, or to cure, correct on remedy any default, to recover damages for any default, or to obtain any other remedy consistent.with the purpose of this , Agreement. Such legal actions must 'ne institutued in the Superior Court of the County of Orange, State of California , .0 an appropriate , municipal court in that county, or in the federal District Court in the Central District of California. c . 1 §5041 Ap2licable Law The laws of the State of California shall . govern the interpretation and enforcement of this Agreement . 3 . ( §505 ] Acceptance of - Service of Process In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by law. t' Ian the event that any- le gal action is commenced ` by the Agency against the Participant, service of process on the Participant shall be made by personal service upon a ' corporate officer of the Participant and shall r:e valid whether made within or ,without the State of California or in such other manner as may be provided by law. C. ( 5506 ) Rights and Remedies Are Cumulative Except as otherwise expressly stated in ttis 1 ' Agreement, : the rights and' remedies of the parties ,.are ,fir I i i2/26/85 6 ISM/ 46�/17 -g2 l ctunulati,ve , and the exercise by either party of one or more: of auch' rights or remedies shall not preclude: the exercise by it, at the same or different timaB, of any other rights or remedies for the same default or any other default by the cthe,r party . D. 1 §5071 Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of and default or of any such ricjhts or remedies , or deprive either such party of its right to institute: and ,maintain any actions or proceedings which it may deem necessary to pro.:ect., assert or enforce any such rights or remedies , F . 155081 Damages If either party defaults with regard to any of the provisions of this Agreement, the non-defaulting Party shall serve written notice of such default upon the defaulting party. If the defaul.M ; s not r_uced by the defaulting party within sixty (60) days after service of the notice of default ( or wi whin such other period as i s set .forth herein) , the defaulting party shall be liable to the other party for any damages caused by such def.eu?z, and the non-cexau_tincr party may thereafter (but not before) Commence an action for damages against the clefauwtinu party with respect to such default . F. §509, SDecific Performance If either party defaults under any of the provisions of. this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party . I the default .6 no t cured by the defaulting party within forty-five (45 ) days of service of the notice of default, or such oth-_r time limit as may be se forth herein with respect to such default, the non-defaulting party at its option may thereafter (but not before ) commence an action for specific he.foLmance of terms of this Agreement . G. ( §510 ] Remedies and Rights of Termination. Termination by Participan In the e;►ent that, at the time established in this Agreement for the vacation. of the Vacatibn Portion, the Particripant' has satisfied all of the �'onditions. Precedent as defined in ' Section 204 of' this Agreement and has .completed all acts required to have .been performed Vy it by such time pursuant to this Agreement but the Agency fails to cause the vacation of the Vacation Portion i:- 12J1,6/86 3626k/2460/11 -13- 4 , 1 , then this Agreement shall , at the option of the Participant, be terminated by written notice thereof to the Agency, and thereupon neither the. Agency nor the Participant shall have' any - further ri.ght3 with respect to the Property by virtue of or with respect, to this Agreement. 2 . [ §5121 Termination by the Agency In Che event that : ( a) The Participant ( or any successor in, interest ) assigns or attempts to assign the Agreement or any rights therein or in tYe Site ( or any property acquired by the Participant pursuant to this Agreement) In violation of this Agreement prior to completion of the Participant Improvements; or (b) There is a change in the ownership of the Participant conthary to the provisions of Section 207 hereof prior to completion of the Participant Improvements; or ( c ) The Participant r;:oes not submit certificates G.E. insurance , cnnstructiioni plans , drawings and related documents Vs required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor any such default !or failure shall nct be cured within forty--five ( 45 days after the date of written demand .`herefor by the Agency; or 12/16/86 2616k/2460/17 -14- , Z ,t =d) The Participant faile . to pay to the Agency the sum of Six Hundred Thousand Dollars ( $600, 000) by the time established therefor in -the Schedule of Performance (Attachment No . 2 ) , or to provide additional funds on a timely, basis pursuant to Section 201 of this Agreement; or (e ) The Participant fails to complete or tender the dedication of the Dedication Portion conforming to all . applicable provisions of this Agreement. ( i tic:luding wi thotit; limitation Section 202 ) by the time established therefor in "the Schedule of Perfor.narce (Attachment No. 2 ) ; or ( f) The Part , ipant f ai l e- tc sati sA.x all of the Conditic.ns Precedent ( as defined in Section 204 of this Agreement) by the time established in the Schedule of Performance (Attac:lument Teo . 2 ) for the payment of funds fol- the acquisition of Parcel 2 ; then,.chi s Agreenhert and any rights of the Participant or any assignee or tranferee in the Ag;..eviient, or th res_0-1 t to the Aa_encY. the S�.;�z or any arising therefrom wi other property referred to in this hgrenment, shall , at the option of the Agency, be terminated by the Agency. in the event of termina*iou under this. Section 510, neither party shall have any rights against the other under this Agreement, except that the Participant shall be liable to the Ci t.. and the z,genuy. for street improvements as more particularly provided in Sec-iuil 306 . VI ( §600 ] GENERAL PROVISIONS A. ( y601 ] Notices , Deminds and Communications Between the Parties Written notices, demands and, communications between the i gency , and ..the Participant shall be sufficiently given if registered or cartifie'd ' �3elivered, by hand. or dispatc2ec; by � maih, postage, prepaid, return. receipt=. requested, to , the ' principal offices of the..Agency and the Participant.. .' Such written notices, dem-anus :and.'communications msty be bent in the • i same manner to , such ,other. addresr-.es as either party may from time to time `dP*ignate .by mail as provided in thlfs Section 501 . ' Any, „written noti64 , demand or communication 'shall be deemed t rceiVtd immediately .if delivered by hand and shall be /- 12/16/86 3626k/2460/17 �15- 1,3 r• - d . r' v deemed received on the tenth day from the date it is postmarked if delivered by registered or certified mail. B. ( §602 ] Conflicts of Interest No member, official or employee of the Agency shall nave any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is -directly or indirectly interested . No member, official or employee of. the Agency shall be personally liable to the Participant, or any successor its intereut , in the event of any default or breach by the Agency, or for any amount which may become due to the Participant or successor or on any obligations under the terms of this Agreement . C. [ §603 ] Enforced Delay,�" Extension of Times of Performance In addition to specific provisions of -chis Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this . Agl Bement shall be ex tended, where delays .or defaults are due to : :'war; iasuLrect- ion; strikes ; lockouts ; riots; floods ; earthquak: *; fires; casualties; acts of God; acts of the public eriemy; epidemics; quarantine restrictions; freight eml2araoes; lack cf transportation; governmental restrictions or priority; litigation; unusually.- severe weather ; inability to secure necessary labor, materiaas car tools ; delays of any contractor, subcontractor or supplier; acts or omissions cf she other party; acts ,or failures to act of the City of Huntington Beach , or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse" performance by the Aaency) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. , Notwithstanding anything to the contrary in this Agreement, an extension, of time for any such cause shall be for the. period of the enforced delay and shall commence to ` run from the time of the commencement o; the cause ' ifi,nutice by , the party claiming such extension, is sent to the other party• within thirty (30) . days of the commencement of the Cause . Times of performance, under this Agreement may also b:- axt4nded in writing by the mutual agreement of Agency and Participant. :•b. 196041 eon-liability of_,Officials and Employees of t' a Commission No mermber, : official or employee of the Agency or the City shall be personally liable to the Participant, or any 12/afi/B6 ei successor in interest, in the event of any default or breach by the Agency ( or the City) or for any amount which may become due to the Participant or its successors , or on any obligations under the terms of this Agreement VII . ( §7001 SPECIAL PROVISIONS A. ( §701 J Submission of Documents to the Agency for Approya' Whenever this s Agreement requires the Participant to submit plans , drawings or other documents to the Agen�.y for approval, which shall be deemed approved if not acted an by the Agency within the specified time , said plans, drawings j;or. other documents shall. be 'accompani ed`key a letter stating that! they are being submitted and will be deemed approved unless rejected by the Agency within the stated time . If thore is not time specified herein for such Agency action, the Participant may submit a letter requiring Agency approval or rejection of documents within thirty ( 30) days after submiusion to the Agency or such documents shall be deemed approved, B. ( §702 ) Agency Cooperation The Agency agrees to cooperate with. the Partic�pant to achieve the timely implementation of the redevelopment undertak4ings set forth in this Agreement.; provides :hat the Agency shall not be required thereby to incur costs or liabilities, ano further provided that the Agency shal2 retain its governmental power and discretion as- providrl ,-for in the Community Redevelopment Law (Health and safe-,Y C :.:'te Section 33000 et seq . ) - and The Redevelopment Plan. The Agency agrees to use best efforts to assist in the provision :of tax-exempt bond financing consistent with resolutions of inducement previously adopted; provided that neither the Agency nor City shall incur costs thereunder, and the - assets of the Agency or the City shall not be pledged (nor shall they be at risk) to secure repayment of such obliga,`.ions . The Participant acknowledges that the undertaki.ngs of the Agency pursuant ;to this Section 703 constitute valuable consideration to the Participant. C. ('§703 ] Amendmey.its to this Agreement The Participant, anei the Agency agree to mutually consider reasonable requests for amendments to this 'Agreament Which may be made by either: party hereto , ' provided, said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein.�� 12/l6/66 3615k/2460/17_ 17M Vill . [ poo] ENTIRE AGREEMENT, WAIVERS This Agreement is executed in three 4.31 duplicate originals , each of which is deemed to be an original . This Agreement include¢ pages 1 through 18 and Attachments 1 through 4, which constitutes the entire understanding and agreement of the parties . ' This Agreement integrates all of the terms and c;ondi.tions mentioned herein or incidental hereto , and :supersedes all x-iegotiationc or previous agreements hetween the parties or their predecessors in interest with respect to all or, any part of i;he subject matter hereof. All waivers of the provisions of this Agreement must bell'in writing by the appropriate authorities of the Agency and tcile Participant, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Participant . In any circumstance where under this Agreement either party is required to approve or disapprove any matt..,!r, approval ahall nc•%' be unreasonably k�: thheld. Ix . [ §aooj TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Partic:ipan:. and delivered to the Agency, must be authorized , executed and delivered by the Agency or_ or before forty--f:�ve ( 45 ) days aftPi- signina. and delivery of this AgrF,_ment by Participant or this �.greement Stull be vcid, except to the extent that the Participant shall consent in - writing to a further extension of tinte for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency and the Participant have signed this Agreement on the respective dates set forth below. 19d? VELOPMENT AGE CY OF THE CITY T/ OF INGTON BE H ram;f y 3616k/2480/17 -18-- s, r- 11T;'�'E ST: M� C Agency secretary SUMMERHILL DEVELOPMENT COMPANY, a Califal..ni a corporation Its: APPROVED 'AS TO FORM : 7 ITIAT.'ED V4D APPROVED AS TO CONTENT: 14 Agency Special. Cc. P.I. u y City Ach-Mistratcr/Deputy Di •6 tar of Recievelopmenmt REVIE:'.ED ANDI, APPROVED APPROVED: AS TO FORM: City/Agency 79'ttorn l' ' City Adminis ator/ hief' Executive �" officer 22/10/86 3616k/2 460/17 -19- r ATTACUMINT MD. 1 ' SITE MAP ►AIPARED HUMUR 10, 19O6 NOTE: YACA110N OF THIS ARIA TQ L� OCCUR AFTER ACQUISITION OF tITRRIt PARCEL N0. 4. 1 AI�INYI AVINUE N .' / ��♦ _.__. ! SCALE_ Lim I toaLK AYIOIlE 4�":� � i` mow• A •, � �P. ...._ wr act the EX t; oc Ld ..r « 7i y ^' OAII iR9NA[ ® VACATION PORTION j EO.AOIA BY CITY iI1Tl1lME V/SAT MIRTICIrATIGN COMOEYUCf IhDRT1OM « • . . AT TA MINE • r iD1NA1R11�T R" Af/tiiAlY LDNGAiYi IIAM. I AIMlOCI 111111MG CONCUR CUAR AND WIITIN, I CM614OCT V AfFMALT CDIICRITE MIVIMENT OW94 j CRMMUD, NA11% TOIL, A /U1tIC IMPROVIMrINTS FIR PAATIGPANT I AGENCY AGMEMENT ' t EXISTMG IMPRDVEM ATS TO REMAIN, 4 fulljot IM►A84m'INTM by +� IRATICIDAN? {� 2 �—" &111611NE 5TRUCTURE TO REMAIN. OF O a a a. ri $ 7 p Z SCAtI S" 40' dlg La Y1 � M x t r �.� y I W 4 J•d j r� � Ls AAj— I3M101t A OF ATTACNMINT NO. I 1117121M TMPFIC CIRCULATIOIA AND INIFIRGUMINT PLAN `, INirA�O fsiLIMKR A, t!� i j ATTACHMENT NO. 2 SCHEDULE OF PERFORMANCE 1. Execution of Agreement by Agency. Not later than thirty (30) days Thy Agency shall approve and execute after the date of execution and this Agreement, and shall deliver submission of three (3) copies of one (1) copy thereof to the this Agreement by the Participant. Developer. 2. Design Concept Drawings. Complete per C.U.P. #86-50. L Participant shall prepare and subR`L to the Agency the design. concept drawings . 3. Agency Review of Design Concept Complete per C.U.P. #86-50. Drawings. Agency approves or disapproves the design concept drawings . 4. Submission of Construction Prior to May 15 , 1957 . Drawings and Related Documents. Participant shall submit construction drawings and all other plan_ and documents for City plan Check. 5. Agency and City Review of Within six (6) weeks after submittal Construction Drawings and Related by Participant, Documents. Agency and City approves or disapproves construction drawings and other documents o; plans. G. A enc Conveyance of Parcel Number 2. Prior to Participants submittal of J i If Agency is successful in acquiring Final Subdivision Map for City Parcel 2, the Agency shall convey review. t Participant. o 7. Submittal of Final Subdivision Map Within twelve (12) weeks of t' of C ty' Review, execution of the Agt•eement. a. Submission of Complete Construction Within six (6) weeks after approval Drawings and t Landsce iri Plan. of the construction drawings. an part ciRt ;Hall submit complete construction '(workinq) drawings. including 'a finp.1, landscaping plan it for permit to. the Agency and City. L 12/16/K Attaclunent No. 2 3616k/2460/17 page 1 of 2 ill , . i 1 5r. pepaxit of Cash Sum for Ac uiaition. Upon thirty ( 30 ) days notice by Participant shall deposit a cash Agency or prior to City/Agency sum in the amount of �600 , 000 for approval of final subdivision map. Acquisition of parcel 2 with the Agency. 10. Performance Bond. Participant Prior to city/.Agency approval of shall deposit an improvement final subdivision map. performance bond, (separate ,. from standard subdivision surety bond) , with the Agency in an amount sufficient to complete ultimate improvements associated with development of Parcel 2. 11. Dedication of the Dedication Concurrently with recordation Portion and Conveyances of the of final subdivision maps. Participant Conveyana�! Portion. 12. Street Vacation. Prior to recordation of Final subdivision maD. Q (01 I. �12/16/86 361&6k/2460/17 Attachment No. 2 Page 2 of 2 1 , it 1 , '� •�, �� ' 1 r . MGM i SCOPE OF DEVELOPME14T 1. Participant shall design and construct 159 residtntial units built to condominium sp`ccifications, complete with recordation of a final subdivision tract map. Project is to include a fully subterrar.ean parking structure , sufficiently sized to acconvnodate residents and visitors . 2. Participant to design, finance, and construct full publi.e improvements within the proposed project' s boundaries . 3. Completed project' s assessed value shall meet 'or exceed $14, 000 ,.00 within two (2) years of certificate of completion. 4. Participant shall provide 34 units designated as "affordable" . 5. Project 's architecture shall be in conformance with the Cit.:' s Downtown Design Guidelines. 6. The . de�ign, financing and construction of pitulic improvementswithin and outside of the project ' s boundaries shall be the responsibility of title Participant. Certain offsite improvements required by the _%- outside of the project's boundaries are limited to an amount not to exceed $100,000 , reimbursable pursuant to Section 306 of the Agreement: 7: Farti�:igctnt and Agency shall provide easamenis for 'those public and 4 , p ivate: ,Wti�.ities which remain within :,:rcject 's boundaries at no cos to utility companies. lY/16/e6, Atta0ment No. 3 3616k/3460/17 PNgt 1 of 2 r ' 8. Agency shall be responsible for relocation or undergrounding of Southern California Edison Company' s 12 and 66 KV transmission liner and poles . 9. In the ever,._ that Parcel 2 has not been purchased by either Participant or the Redevelopoent Agency at the time of processing a final subdivision tract map, Agency will consent to the preparation and recordation of two (2) final subdivision tract maps. One final subdivision being that which . is identified as Parcel 1 and the .second which is identified as Parcel 2 (Attachment 1 ) . Agency shall thereafter acquire Parcel 2 whenever available as set forth in Section 201 of this Agreement , 10 , In the event that both Participant and Agency are unable to acquire Parcel 2, the Participant shall prepare an interim zrafric ;-..!an that will provide vehicular circulation in accordance with Attachment No. i , E hibit A, so as to avoid any encroachment- vith respect to Parcel- 2 . Physical imp7ovement's to accomplish r-his interim circuiati.ox) shall be provided and financed by Participant as a non-reinibursable item. 11 . In 'the event that the Agency is unable to acquire total interest in portions of Lake Street within the project' s boundaries, provision, will be made to limit public access to those portions until acquisition of Parcel 2. 12/16/86 Attachment No. 3 3616k/2460/17 page 2 of 2 .A,'r� ; seer. i, rscaa NMI ATTACMMLMT AID. 4 1-10 Milo. IMPOWOMtMY>j MAP � / IM PARID DICIUMIN is, ms* � � eiTaoi: I AVME II � I ` I w . r • � e 000 ' \ �ti► / 0311 AVINUE I -� sCAlt� / •, 1�' t lice ' od am — — dip cs I i r- w • +! qF d9 An§K IWAI IE Ml mm,I WNNT3 i� � 1'l1AflClilF.11T � ❑ powt IMIMtir At OTHER! w 411 J it .<:; .. .., •� _ ,. 11 g ,1' . • it •. !: t ' •_. ! .�IYWdMW .WM.'• ++'•.vPL+l:�.r..r{.. ww. -C�^ •. .. ,. ... ''� , Page' Counc: Xgena 12/,151e.5 .- ri-3c. JaINT' ''hUHLC.•'HE�IRING 'B�TWEL"N CITX3GOUNCIts` 'at� RE MBLOPKaNT :AN' R' AG E N E $BN 'RED V'8 OA CMT,�' h Y' i� tJMiM R .x Y DZV1CLQtNJNTT0 .Pu c' e&r, ng ,:to: ;const sari,, an, acts upon,,-anOwner g be a 'Red pm l 6 T - ,i tee .. PBr;t:;t .pat i on men't� twe n •, �.he`. eve o en �►gency�. of 'the �i Y.'' of �Hunt;'�.ri���i:on 'Beach�'and ! Sunimerhi '.-1.�� Development�,r;CampanY . .the Agreeiaent pro4ld6s �,foc The ;development:: of 151 rea'identfal Ufifts along the east 'side of sake Street , hort'h oE - t Atlanta , within the Main Pi'e Fe eve opment v 1 t; . ae.�cr�:"ptiona:''of the sites dan ' be , found iri Projec ,s r the`' Agreement . i, fihe proposed projects are covered •by 'a ff:nal „ 'any ronment`a�l Impawt ,Repo'rt for the, Main.-Pier .Redevelopments,,'Pxo jest `Area aao tht '0'owntown r f r Spec't a Paa'n `for which a' Notice of pr:e ara`tion was filed . j� opt'es' .o'f the Owner p�aj t;.4 ipation Rgreement and the , Env fto'nmFnt:a1'' Impact, Report,,.are on -1 Ll 10 'for public ;.ns ectfon and co fn at: the"'Offfce ot ' the Cit P. copy f Clet'k . y ti RA-. A'pprave""ashd a6tt'hdrize , execU t ton`. by the • 'R�develo'pment 'Aget,cl. of the ,SUmmerh: 11 ' Co �1ir1 {+ t 1= ' Developm nt. rporation: ,p ,dr ,rPac- c-f �t .'on r, Agr emen't` �,nd author' zP' st'�ff to have , ,. rt. ;+ do'cu'ments fully executed -by` a11' prin`cipals .`. 1 , 'I