HomeMy WebLinkAboutSummerhill Development Company - 1986-12-15 (3) ,
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REQUEST FOR, �SEDEVELOPA g ,A�` NCY AC`TON
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Honorable.Chalrman n oprnent Agency Members
Submitted to. ,vJ
Submitted b' c Charles W. Thompson, City Administrator/Chief Executive. Officer
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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
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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
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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.,
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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
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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. ,
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R H-87-28
April 16, 1987
Page Two
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j ALTERNATIVE ACTION:
+� Do not find Developer(s) In default and Instruct staff to negotiate other soiutions.
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FUNDING SOURCE:
Not-Appllcaale:,l
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' 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',
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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.
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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
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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.
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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
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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
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'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,
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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
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enc a'' rees to-Valcate,the Yacation Portion of tl,e Parcel ,
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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. '
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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
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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.
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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
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400
Pilot I in
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►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
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gna ure
'�p PROOF OF ,PUBLICATION
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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.
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TABLE OF- CONTENTS
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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
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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
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,
a �
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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
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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
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C. [ §,703 ) Amendments to this Agreement
VIII . [ §800 ] ENTIRE AGREEMENT,. WA-WERS
Ix. ( §900] TIME FOR ACCEPTANCE 'JF AG.2EENENT BY AGENCY
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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
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OWDER PARTICIPATION AGREEMENT
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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 :
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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.
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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
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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
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"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
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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.
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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
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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.
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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
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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
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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
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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
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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
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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-
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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
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=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-
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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,
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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'
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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
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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
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r
• � e
000 ' \ �ti►
/ 0311 AVINUE I
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' od am — —
dip
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i� � 1'l1AflClilF.11T �
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At OTHER! w
411
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' •_. ! .�IYWdMW .WM.'• ++'•.vPL+l:�.r..r{.. ww. -C�^ •. .. ,. ... ''�
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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