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HomeMy WebLinkAboutWILLIAM LYON COMPANY - 1983-02-07REQUE.`I � -FfCD ... FOR CITY COUNCL ACTIO��r% ( RH 85-14 Date April 4, 19R.5 z4IN Submitted to: Honorable Mayor and' City Council Members G - Submitted by: Charles W. Thompson, City Administrator Prepared by: Douglas N. La Belle, Deputy Director of Redevelopm�� Subject: AUTHORIZATION TO ESTABLISH A REVOLVIN /UNDFIN THE PURCHASE OF EMERALD COV IS CLUBHOUSE QL, MEN Consistent with Council Policy? I l Yes New Policy or Exce ion Statement of Issue, Recommendation, Analysis, Funding Source, Alternative ions, Attachments: STATEMENT OF ISSUE: Ultimately, private donations will be the source of financing the purchase of Emerald Cove Clubhouse equipment until such time as those contributions may be secured, it is recommended that the City Council establish a revolving fund from the General Fund so that full operation of the clubhouse may commence without delay. RECOMMENDATION: Approve the establishment of a revolving fund from the unappropriated General Fund to finance the purchase of the Emerald Cove Clubhouse equipment. ANALYSIS: As the Emerald Cove project is a public -private partnership, it has been determined - that the clubhouse equipment should be purchased with private donations. An executive board member of the Council on Aging is attempting to raise the desired funds; however, no firm commitments have been made to date. Construction of the Emerald Cove Clubhouse was completed April 1, 1985. The clubhouse will house a variety of senior -related activities including, bingo, holiday parties, health presentations, movie nights, pancake breakfasts, and self-improvement workshops, to name,a few. The apartment units are now nearing full occupancy, and the residents are prepared to begin active participation in these programs. To expedite the acquisition of the needed clubhouse equipment so that full operations may commence, staff is recommending the establishment of a revolving fund from the city's unappropriated General Fund and from which immediate purchases can be made. Since the equipment is not considered to be "real property," it cannot be purchased with bond proceeds or Community Development Block Grant funds. The account will be repaid as private donations are secured. The estimated total cost of the equipment is $11,000 which includes, but not limited to, such items as kitchen supplies, a television and VCR, a public address system, a vacuum sweeper, and a concrete patio table with benches (see complete list attached). It is anticipated that the revolving fund will be repaid within a short time, not to exceed six (6) months. PIO 4/84 M FUNDING SOURCE: Unappropriated General Fund. ALTERNATIVE ACTION: Do not approve the revolving fund and delay full clubhouse operation until private donations are secured. ATTACHMENTS: 1. Emerald Cove Clubhouse Equipment List. 2. Financial Impact Statement #85-27 CWT/DLB/SAJ:lp 0776h EMERALD COVE EQUIPMENT CITY PURCHASE: Kitchen Supplies $425 Serving Cart $260 Beverage Makers & Servers $550 Public Address System $530 Vacuum Sweeper $550 TOTAL: $2,265 POSSIBLE DONATIONS: American Flag & Standard $130 Concrete Patio Table & Benches $1,150 26" Television $640 Video Cassette Recorder $425 Pool Table $2,000 Bingo. Caller (Electric Scoreboard) $320 200, Easy Read Bingo Cards $235 Piano $3,500 TOTAL: $10,430 CITY OF HUINTU14GTO94 BEACH INTER -DEPARTMENT COMMUNICATION To CHARLES W. THOMPSON City Administrator Subject APPROPRIATION FOR ESTABLISHMENT OF CLUBHOUSE EQUIPMENT REVOLVING FUND F.I.S. # 85-27 From ROBERT J. FRANZ, Chief Administrative Services Date APRIL 5, 1985 As requested under the authority of Resolution 4832, a Fiscal Impact Statement has been prepared and submitted relative to the establishment of a revolving fund for purposes of acquiring equipment for the Emerald Cove Clubhouse. Expectations are that an appropriation of $11,000 would be adequate for this project. An affirmative response by the City Council will reduce the balance of the City's unappropriated General Fund to $617,913. ROBERT J. FRANZ, Chief Administrative Services By: /,� ,, DAN T. VIL LLA Director of Finance RJF:DTV:AR:sd 1234j 1 � J FISCAL IMPACT STATEMENT I. This item was not budgeted because it was anticipated that private funding would be secured prior to the purchase of the Emerald Cove Clubhouse equipment. II. A. Direct Cost 1. The current fiscal year cost will be $11,000. There will be no future year cost. B. Indirect Cost 1. The General Fund may lose up to six months interest on the $11,000. 2. There are no maintenance costs. 3. All of the funds will be used for the purchase of equipment. 4. There are no applicable grant requirements. III. Funding Source A. Fund — General Fund unappropriated fund balance. B. Revenue Source - Private donation. C. There are no alternative funding sources. - Furn.ishings and personal property constitute an "ineligible activity" for the Community Development Block Grant Program. - Non "real property" items may not be financed with Emerald Cove bond proceeds. i CITY OF HUNTINGTY UCLERKH OFFICE OF THE C 2000 MAIN STREET • MUNTINGT®N SFOW, CA61�e �26�� .. DISPOSITION AND DEVELOPMENT AGREEMENT By and Between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ("Agency") and THE WILLIAM LYON COMPANY ("Participant") TDP:jlg 2/3/83 No. 5398/10258 DISPOSITION AND DEVELOPMENT AGREEMENT TABLE OF CONTENTS 1. Introduction . . . . . . . . . . ... . . . . . . . . . 2. Incorporation by Reference . . . . . . . . . . . . . . 3. Definitions . . . . . . . . . . . . . . . . . 4. Restrictions on Transfer . . . . . . . . . . . . . . . 5. Duties of Agency - Condominium Project. . . . . . . . 6. Duties of Agency - Rental Project . . . . . . . . . 7. Duties of Agency - Both Projects. . . . . . . . . 8. Non -Performance by Agency or Participant. . . . . . . 9. Release of City by Participant. . . . . . . . . . 10. Duties of Participant, Condominium Project. . . . . . 11. Duties of Participant - Rental Apartment Project. . . 12. Duties of Participant, Both Sides . . . . . . . . . . 13. Changes or Repair of Work After Public Improvements areConstructed . . . . . . . . . . . . . . . . . . . 14. Local, State and Federal Laws . . . . . . . . . . . . 15. Conformity to Redevelopment Plan. . . . . . . . . . . 16. Rights of Representatives of the Agency and the City. 17. Obligation to Refrain from Discrimination . . . . . . 18. Taxes, Assessments, Encumbrances and Liens. . . . . . 19. Rights of Obligees . . . . . . . . . . . . . . . . . . 20. Notices, Demands and Communications Between the Parties. . . . . . . . . . . . . . . . . . . . . . . 21. Conflict of Interest; Agency's and City's Represen- tatives Not Individually Liable . . . . . . . . . . . 22. Enforced Delav; Extensions of Times. of Performance. . 23. Miscellaneous .. . . . . . . . . . . . . . . . . . Exhibit 1 - Project Area Map & Ordinance Exhibit 2 - Terry Park Senior Citizen Housing Project Site Exhibit 3 - Terry Park Senior Citizen Housing Project Legal Description Exhibit 4 - Map Showing Terry Park Street Access Exhibit 5 - Form of Note and Trust Deed Exhibit 6 - Escrow Instructions for Closing Exhibit 7 - Release Form Exhibit 8 - Site Lease and Project Lease Exhibit 9 - Schedule of Performance Exhibit 10 - Scope of Development Page 1 1 1 2 2 4 5 5 6 6 7 7 8 9 9 10 10 10 10 10 TDP:jlg 2/4/83 No. 5398/10258 DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into on February 7, , 1983 by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), and THE WILLIAM LYON COMPANY, a California corporation ("Parti- cipant"). 1. Introduction. .(a) On August 7, 1979, the City of Huntington Beach ("City") and Participant entered into a Participation Agreement for development of a senior citizens apartment project. (b) Participant filed a claim with the City on August 10, 1982, alleging, among other things, breach of the Participation Agreement by the City. .(c) The City and Participant have now entered into an agreement extending the time within which Participant must pursue its rights under the claim referenced above, pending performance of the Agency pursuant to this Agreement. Upon such performance by the Agency and subject to Paragraph 9, the claim by Participant against the City will be withdrawn. (d) It is contemplated that the Agency will obtain title to and sell property to Participant, zoned for development of approximately ninety-six (96) senior citizens condominium units ("Condominium Project"), and will obtain title to and rent to Participant pursuant to a long term ground lease, additional property zoned for construction of approximately one hundred twenty-four (124) to one hundred forty (140) units of senior citizens rental housing ("Rental Project"), and that Participant will construct and resell the condominium units, and will construct the senior citizens rental housing and sublease it to the Agency or its designee. (e) This Agreement is entered into for the purpose of development and not for speculation in land. Development of the Site pursuant to this Agreement and fulfillment of this Agreement are in the best interests of the Agency, the City, and the health, safety, and welfare of its residents, and are in accord with the public purposes and provisions of applicable federal, state and local laws and requirements under which the Talbert Beach Redevelopment Plan ("Plan") is being undertaken. Time is of the essence as to matters covered by this Agreement. This Agreement is subject to the provisions of the Plan, which became effective on October 20, 1982. 2. Incorporation by Reference. (a) Exhibits 1 through 10 inclusive attached. to this Agreement, are incorporated herein by this reference as though set forth in full. 3. Definitions. (a) Project Area. The Project Area is located in the City of Huntington Beach, California, the exact boundaries of which are described in City Council Ordinance 2577, and shown on a Project Area map. The Ordinance and Project Area map are attached as Exhibit "1". ewc TDP:jlg 2/3/83 No. 5398/10258 (b) Site. A portion of the Project Area which is or will be owned by Agency and which will accommodate the overall Terry Park Senior Citizens Housing Project. The Site is shown on the map attached as Exhibit 11211. (c) Condominium Project Property. That portion of the Site which is to be developed by Participant as the senior citizens condominium project. The Condominium Project Property is shown as Parcel 1 on Exhibit "2" and described in Exhibit "3". (d) Rental Project Property. That portion of the Site to be developed by Participant as the senior citizens rental housing project. The Rental Project Property is shown as Parcel 2 on Exhibit "2" and described in Exhibit 113" . ( e ) Access. A Public street shall be improved by City to provide permanent access for the Condominium Project Property over a portion of Terry Park substantially as shown on Exhibit "4". In addition, Participant shall receive a pedestrian and vehicular access easement over the open and driveway areas of the Rental Project Property. (f) A enc . The Agency is a public body, corporate and politic, exercising government functions and powers, organized and existing under the Community Redevelopment law of the State of California. The principal office of Agency is located at 2000 Main Street, Huntington Beach, California 92648. "Agency" as used in this Agreement includes the Redevelopment Agency of the City of Huntington Beach, California, and any successor to its rights, powers and responsibilities. (g) Participant. Participant is a California corp- oration organized and existing under the laws of the State of California. Its principal office is at 19 Corporate Plaza, Newport Beach, California 92660. 4. Restrictions on Transfer. The qualifications and identity of Participant are of particular concern to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with Participant. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein. Provided, however, that Participant shall have the right to assign its rights to an affiliated corporation, or a partnership with other partners and co -venturers so long as with respect to such assignee (a) such assignee agrees to be bound by all provisions hereof, expressly assumes in writing (to the reasonable satisfaction of Agency) the obligations of Participant hereunder, and (b) Participant remains fully liable and responsible as a general partner in the partnership, or as a guarantor of such affiliated corporation, and (c) that Participant retains managerial and operational control of any assignee and an interest in profits and losses. Provided, however, no such assignment shall be made if it would materially and adversely affect the financability of the Condominium Project and/or the Rental Project. Any other transfer requires the Consent of Agency, which Consent will not be unreasonably withheld. 5. Duties of Agency - Condominium Project. Agency shall: (a) Title. Obtain title to the Condominium Project Property using every reasonable effort. (b) Conveyance. At the closing, convey fee title to Participant in condition acceptable to Participant. Upon execution -2- TDP:jlg 2/4/83 No. 5398/10258 of this agreement, Agency shall provide Participant with a current preliminary title report on the property along with copies of all documents shown as exceptions to title. Participant shall have fifteen (15) days from receipt of the report and documents within which to notify Agency in writing of those exceptions which must be removed. Agency shall on or before close of escrow, cause such exceptions to be removed of record. (c) Title Insurance. At the closing provide an ALTA fee title insurance policy to Participant and applicable lender insuring title in a condition as approved by Participant. Agency shall pay for the cost of a CLTA policy, and shall provide at its expense, the required ALTA survey. Participant shall pay the additional cost for the ALTA endorsement. (d) Acceptance of Note from Participant. Accept from Participant a promissory note for the purchase price secured by a trust deed encumbering the Property. The trust deed will provide for releases from the lien thereof at the rate of 110% of the purchase price per unit as determined in Paragraph 10(a), and will be second in priority to the construction financing for the Project. The unpaid balance of the promissory note for the purchase price will be subordinate to construction financing of Participant at the time and will all be due in twenty-four (24) months from the date of the closing. The form of the note and trust deed shall be as set forth in Exhibit "5". (e) Closing. Acquisition of the Property by Participant shall be accomplished through an escrow closing ("Closing") pursuant to 'escrow instructions attached as Exhibit "6", which Closing shall be scheduled to occur on or immediately before issuance of first building permits and shall be conditioned upon such issuance. If escrow is not in condition to close on or before the date set forth in the Schedule of Performance, this Agreement shall terminate with respect to the Condominium Project unless extended by mutual agreement of the parties. Notwithstanding the foregoing, Participant shall have the right to extend the date set for close of escrow if Participant has applied for building permits and the permits have not been issued through no fault of Participant. (f) Condominium Project Financing. Agency shall use its best efforts to provide Participant the following public debt financing mechanisms: (i) Mortgage revenue financing for permanent loans on each of the condominium units in amounts and on terms available at the time of issuance of the debt financing instrument; and/or (ii) A loan made to Participant utilizing the proceeds of the Rental Project financing described in Paragraph 7(e) herein attributable to land value for the maximum amount which can be loaned upon the value of the Rental Project Property. Such funds may be utilized by Participant, if permitted by the intermediary, lender, if any, for construction financing, permanent financing, or both, but in either case the obligation to repay such funds, if secured by the Condominium Project Property, shall be junior and subordinate to any other conventional construction and permanent financing secured by Participant and shall be payable on terms parallel to the terms established in the Rental Project financing described in Section 6(e), and at an interest rate equal to the reinvestment rate of the proceeds of the Rental Project financing; provided, however, that in no event shall such rate exceed the amounts necessary for the Agency to cover its obligation under the -3- TDP:jlg 2/3/83 No. 5398/10258 Rental Project financing for the funds used, without profit to Agency or subsidy to others. (iii) If, after exercising best efforts, Agency is able to provide only one of the two alternative financing mechanisms Participant shall be required to accept such financing or waive this condition. If Agency is able to provide both financing mechanisms, then, in that event, the financing described in (ii) immediately above shall be utilized solely for construction financing. (g) Approval of Plans. Promptly upon submittal by Participant, Agency shall consider a concept plan and exterior design for condominiums and either approve, conditionally approve or disapprove it. Upon such approval, no further Agency approval of the condominium plans are necessary or are required. 6. Duties of Agency - Rental Project. Agency shall: (a) Title. Obtain title to the Rental Project Property using every reasonable effort. (b) Conveyance. At the Closing execute and deliver a long-term lease to Participant, conveying unencumbered long-term leasehold title of the Rental Project Property to Participant pursuant to a lease in the form attached as Exhibit "8" . (c) Lease. Accept from Participant, or cause the designee of the Agency to accept an executed lease for the completed project pursuant to a sublease in the form attached as Exhibit "8" . (d) leasehold title lender insuring Title Insurance. At the closing provide an ALTA insurance policy to Participant and to applicable title in a condition as approved by the lender. (e) Rental Project Financing. Agency shall use its best efforts to provide lease revenue, mortgage revenue, or conventional debt financing with respect to the Rental Project for both construction and permanent financing (Rental Project Financing). Provided, however, that the costs of such financing shall allow Agency to charge below market rental rates to tenants in the Rental Project. Agency shall also use its best efforts to structure such financing to provide for the funding of the debt financing described in Paragraph 5(f)(ii). (f) Reduction Based on Cost. Agency shall have the right to adjust the number of units in the Rental Project based on construction costs shown by bids supplied by Participant and approved by Agency provided, however, the annual ground lease payment due Agency shall be adjusted based on actual construction cost as more fully described in the Site Lease. (g) Payment of Contractor's Fee. Participant shall be entitled to a contractor's fee equal to five percent (5%) of the total construction costs for the rental project. The fee will be payable from loan proceeds based upon the percentage of completion of the project during the course of construction. Construction of the Rental Project shall be coordinated to the extent feasible, with construction of the Condominium Project. (h) Processing of Use Permit. Agency shall process and obtain approval of a use permit with respect to the Rental Project. -4- l"Zn•93 TDP:jlg 2/3/83 No. 5398/10258 7. Duties of Agency - Both Projects. (a) Obtaining Entitlements. Agency shall use all reasonable efforts, and provide assistance to Participant in the processing and obtaining approval for all plans, maps, zoning and other entitlements necessary to complete both Projects, including, but not limited to, conditional use permits, a condominium map, and building permits. (b) Pre -Improvement Materials. Agency shall provide to Participant, in a timely manner to allow Participant to submit them to City, and at the sole expense of Agency: a completed ALTA survey of the Rental Project Property and the Condominium Project Property; a soils report approved by the City; and all necessary compliance with the California Environmental Quality Act, certified by the City. (c) Improvements. Agency shall at its own expense and without expense to Participant or assessment or claim against the Site, at such time as is necessary for Participant to complete and market the Projects, provide: all fill and rough grading, as shown on an approved rough grading plan; installation of all off -site streets to serve the Site; installation of all public utility mains through the site to service both the rental and condominium projects in a public utility easement approved as to size and location by the Agency, so that Participant may run lateral connections from its buildings to the utility mains; cleaning or buffering of unsightly adjoining property to the North of the site. Installation of utilities shall include installation and relocation by the City or by the appropriate public body or public utility company of all sewers, drains, water and gas distribution lines, electric, telephone and telegraph lines, and all other public utility lines, installations and facilities as are necessary to be installed or relocated on or in connection with the Site at a pointto be designated by Participant. 8. Non -Performance by Agency or Participant. If after ex- ercising all due diligence and best efforts, Agency is unable to obtain clear title to the Property as contemplated in this Agreement, or is unable to obtain financing for Participant as contemplated by this Agreement, prior to issuance of building permits, and an extension of time for performance thereof or waiver of these requirements, with respect to either the,Condominium Project or Rental Project, or both, has not been granted by Participant, then Agency shall be released of its obligation to further attempt performance hereunder, upon reimbursement to Participant of the actual costs incurred with third parties by Participant in preparing this Agreement, performing under this Agreement and processing in contemplation of construction pursuant to this Agreement. Such costs to be subject to reasonable verification by Agency. Upon receipt by Participant of such reimbursement, Participant shall execute and deliver the Release provided for in Paragraph 9 below, and provide Agency with all maps, plans and/or documents prepared by, or on behalf of, Participant in connection with the development of the Condominium Project and/or the Rental Project and this Agreement shall be cancelled by the Parties, and the Parties shall have no further responsibility to each other. If Agency has performed its obligations hereunder and City has granted the necessary land use approvals described in Paragraph 9 below, but Participant fails to perform (so long as such failure to perform is not caused by Agency's failure to provide title to property and necessary financing), and an extension of time for -5- TDP:jlg 2/3/83 No. 5398/10258 performance thereof or waiver thereof has not been granted by Agency, then in that event, Participant shall execute and deliver the Release provided for in Paragraph 9 below and provide Agency with all maps, plans and/or documents prepared by, or on behalf of, Participant in connection with the development of the Condominium Project and the Rental Project and Agency may pursue its remedies against Participant for breach, if any, hereunder. If under any circumstances or for any reason Participant is able to proceed with the Condominium Project and is unable to, or fails to, proceed with the Rental Project then the land acquisition price to Participant for the Condominium Project shall be increased by $200, 000 less costs actually incurred for the architect pursuant to Paragraph 11(b) hereof. The parties will use their best efforts to reduce the annual ground rental payments to be payable under the lease for the senior citizens' housing, so long as that reduction in ground rental payments can be accomplished without additional cost or loss of revenue to the Agency or to Participant. If, through the exercise of best efforts to reduce the annual ground rental payments, the payments cannot be reduced to a level reasonably satisfactory to Participant, then Participant shall have the option to proceed with the condominium project and if Participant elects to proceed with the Condominium Project, and not with the rental of the Rental Project property, the purchase price of the condominium property will be increased by $75,000. In either event, Participant shall construct the Rental Project for the fee as described in Paragraph 6(g) above. 9. Release of City By Participant. Upon performance by Agency of all its obligations under this Agreement, as described in Paragraph 8 above, and upon receipt by Participant of all required permits, approvals, maps, zoning and improvements from the City, Participant shall execute and deliver to City a full unconditional and general release in the form as set forth on Exhibit "7" . 10. Duties of Participant, Condominium Project. (a) Purchase of Site. Participant shall purchase the Condominium Project Property from Agency and Agency shall sell said property to Participant for $748,000 less the cost of any fees or charges imposed by the City and agencies it controls and not waived with respect to development of the Condominium Project. The purchase price shall be increased or decreased as provided in this Agreement by $13,000 multiplied by the number of condominium units more or less than ninety-six (96) allowed by the approved final subdivision map for the Condominium Project. At the closing pursuant to Exhibit "6", Participant shall execute and deliver the promissory note and trust deed evidencing the obligation for the purchase price. (b) Application. Participant shall apply to the City for approval of not less than ninety-six (96) condominium units in the Condominium Project Property. (c) Bonus Payment to Agency. Upon completion of all sales of condominiums, Participant shall pay to Agency as a bonus, twenty percent (20%) of the amount by which the "assumed" cost of the Condominium Project exceeds the "actual" cost thereof. The assumed cost shall be an amount equal to eighty-eight percent (88%) of the aggregate base sales prices for all units. Actual costs shall be total costs of acquisition, development, construction and sale of the project set forth in a statement certified by Participant as complete and accurate. Agency may require that the statement be IM TDP:jlg 2/3/83 No. 5398/10258 verified by Participant's auditors and the costs of such verification shall be included within actual costs. If Participant elects not to lease the Rental Project property, the first amounts due Agency hereunder shall be reduced by $75,000. Participant shall, in any event, construct the Rental Project for the fee as described in Paragraph 6(g) above. 11. Duties of Participant - Rental Apartment Project. (a) Lease. At the Closing of the construction financing, Participant shall enter into the Lease with Agency in substantially the form as Exhibit "8". Agency and Participant shall amend the lease as required by Lenders to Agency and Participant, or as required by the business plan of Participant, provided such amendment does not involve any post to Participant or Agency nor otherwise materially and adversely affect the rights of the parties. (b) Plan Development Costs and Fees. Participant shall retain at its own expense, and not from the proceeds of Rental Project bonds, all required architectural and engineering services for the design of the Rental Project. Agency staff shall review and approve all contracts and change orders for these necessary services. Said approval shall not be unreasonably withheld. To the extent that the cost of providing said services is less than $200,000, Participant shall pay to the Agency a dollar amount equal to the difference between the $200,000 and actual cost as reimbursement to the Agency for Participant's share of required fees on the earlier date of (i) the commencement of the Project Lease or (ii) close of escrow for the Condominium Project Property. Participant shall consult with Agency in retaining the necessary services and in developing the plans and specifications for the Rental Project and shall attempt to maintain quality in design and construction while at the same time incorporating appropriate costs savings to help minimize the Agency's project lease obligation and thus improve the Agency's ability to provide affordable rents to senior citizens. (c) Bids. Participant shall seek, obtain and administer all bids necessary for completion of the Project and for determining cost of its completion. Agency shall have the right of reasonable approval of all contract awards, but bidders shall be selected solely by Participant. (d) Completion. Upon receipt of financing commitments, and upon completion of the bidding process, Participant shall commence and complete construction of the Rental Project pursuant to the plans and specifications approved by City, and in accordance with all permits issued with respect thereto. 12. Duties of Participant, Both Sites. (a) Schedule Of Performance. Participant shall exercise due diligence in preparing and processing all applications, maps, and plans, necessary to obtain required governmental approvals to build the two projects and shall pursue the same in substantial accordance with the Schedule of Performance attached as Exhibit "9". (b) Release Upon Full Performance By Agency and Breach By Participant. Upon full performance by Agency of all its obligations under this Agreement, and upon receipt by Participant of all required permits, approvals, maps, zoning and improvements from the City, and if Participant breaches this Agreement, then upon failure of Participant to cure such breach upon written notice and a reasonable time within which to do so, the City and Agency shall be -7- TDP:jlg 2/3/83 No. 5398/10258 released from all claims and causes of action against them which Participant may have with respect to the prior Participation agreement and this agreement in accordance with Paragraph 8 hereof. 13. Changes. or Repair of Work After Public Improvements - are Constructed. Once public improvements are constructed or completed, any changes required by Participant shall be at the expense of Participant. The Agency shall not be responsible for the removal, restoration or repair of any pending, finished or completed - work which work must be or is removed or otherwise damaged by the Participant in developing the Site. The Participant shall bear all expense for restoring or repairing any such work. These repairs, improvements and restoration shall be constructed in accordance with the technical specifications and practices of the City of Huntington Beach. The Agency shall coordinate all uncompleted work required under this Section with Participant's schedule and activities so that all work may be completed in a manner consistent with Participant's construction efforts. Any other work to be performed by the Agency with reference to the Site shall be as specified in the Scope of Development attached as Exhibit "8" and within the times specified in the Schedule of Performance. 14. Local, State and Federal Laws. The Participant shall carry out the construction of the improvements in conformity with all the applicable laws and regulations. 15. Conformity to Redevelopment Plan. During construction and thereafter, Participant shall utilize the improvements on the property on which the improvements are located in conformity with the Redevelopment Plan as it may from time to time be amended. 16. Rights of Representatives of the Agency and the City. Representatives of the Agency and the City shall have the right to access the Site without charges or fees, at normal working 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 constructing the improvements. Such representatives of the Agency shall be City employees who normally carry out such functions or persons who are so identified in writing by the Chief Executive Officer of the Agency. (a) Right of Entry for Utility Service. The Agency reserves.for itself, the City and any public utility company as may be appropriate, the unqualified right to enter upon the Site at all reasonable times for the purpose of reconstructing, maintaining, repairing or servicing the public utilities located within the Site boundary lines. (b) Developer Not to Construct Over Utility Easements. Provided that the Agency and utility companies do not construct in conflict with structures delineated on plans of Participant unless said construction takes place on recorded easements referred to in the preliminary title report, the Participant shall not construct any building or other structure or improvement on, over, or within the boundary lines of any easement for public utilities described or referred to in Paragraph (a) hereof, unless such construction is provided for in such easement or has been approved by the holder of such easement. If approval for such construction is requested by Participant, the Agency shall use its best efforts to assure that such approval shall not be withheld unreasonably. (c) Additional Right of Access. The Agency for itself, and for the City and other public agencies, at their sole risk and expense, shall have the right to enter the Site, or any part thereof, at all reasonable times for the purposes of construction, M-45 TDP:jlg 2/3/83 No. 5398/10258 maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to the Participant, and the Agency shall indemnify and hold the Participant harmless from any claims or liabilities pertaining to any entry, maintenance, repair or service of any public improvements or public facilities located on the Site. 17. Obligation to Refrain from Discrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, handicap, religion, national origin, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the improvements, nor shall 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, subtenants, sublessees or vendees. Any deed, lease or contract entered into between Participant and Agency in furtherance of this Agreement, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Deeds: "The Grantee herein covenants by and for himself, his 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 sex, race, color, handicap, religion, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " (b) In Leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns and all persons claiming under or through him and this lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, race, color, handicap, religion, national origin, marital status or ancestry, in the leasing, subleasing, .transferring, use or enjoyment of the land herein leased, nor shall the lessee himself, or any persons claiming under or through him, 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 land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of, any person, or group of persons, on account of sex, race, color, handicap, religion, national origin, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of permitees, tenants, lessees, subtenants, sublessees or vendees of the land. " 18. Taxes, Assessments, Encumbrances and Liens. The Par- ticipant shall pay when due all real estate taxes and assessments assessed and levied upon the Site, except that said taxes and assessments on the Condominium Project shall be paid by Participant only until such time as the titles to the residential condominium TDP:jlg 2/3/83 No. 5398/10258 units are conveyed to purchasers, and taxes on the rental housing property shall be reimbursed to Participant pursuant to the Lease. 19. Rights of Obligees. The provisions of this Agreement do not limit the right of obligees to foreclose or otherwise enforce any mortgage, deed of trust or other encumbrance upon the Site or the rights of obligees to pursue any remedies for the enforcement or any pledge or lien upon the Site; provided, however, that in the event of a foreclosure sale under any such mortgage, deed of trust or other - lien or encumbrance, or sale pursuant to any power of sale contained in any such mortgage or deed of trust, the purchaser or purchasers and their successors and assigns, and Site shall be, and shall continue to be, subject to all the conditions, restrictions and covenants herein provided and the provisions of the Talbert -Beach Redevelopment Plan. 20. Notices, Demands and Communications Between the Parties. Written notices, demands and communications between the Agency and the Participant shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal office of the Agency and to the local office of the Participant as specified. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section. 21. Conflict of Interest; Agency's and City's Representa- tives Not Individually Liable. No member, official or employee of the City or Agency shall have any personal interest, .direct or indirect, in this Agreement; nor shall any such member, official or employee participate in any decision relating to this Agreement that affects his personal interest or the interest of any corporation, partnership or association in which he is, directly or indirectly, interested. No member, official or employee of the City or Agency shall be personally liable to Participant or any successor in interest in the event of any default or breach by the Agency or City, or for any amount that may become due to Participant or successor, or on any obligation under the terms of this Agreement. 22. Enforced Delay; Extensions of Times of Performance. Performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, government agency or entity. 23. Miscellaneous. (a) Title of Sections. Any titles of the several Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. (b) Hold Harmless. Participant agrees to indemnify, hold harmless and defend Agency and the City of Huntington Beach and all of their affiliates, agents and employees in all actions arising from Participant's activities pursuant to this agreement, and Agency agrees to indemnify, hold harmless and defend Participant, its affiliates, agents and employees, in all actions arising from the activities of Agency or City pursuant to this Agreement. (c) Counterparts. This Agreement is executed in five ( 5 ) counterparts, each of which is deemed to be an original. -10- TDP:jlg 2/3/83 No. 5398/10258 (d) Entire Agreement, Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency or the Participant and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Participant. (e) Defaults - General. Subject to the extensions of time set forth in this Agreement, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence. (f) Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. (g) Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement, except as to matters governed by Federal laws and regulations. (h) 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 Chief Executive Officer or Chairman of the Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon any corporate officer of the Participant and shall be valid whether made within or without the State of California, or in such other manner as may be provided by law. (i) Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative; and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. (j) 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 any default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. (k) Execution of Agreement. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of execution by the Participant or this Agreement shall be void, except to the extent that the Participant shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when the Agreement shall have been signed by the Agency. -11- z TDP:jlg 2/3/83 No. 5398/10258 (1) Bodily Injury and Property Damage Insurance; Worker's Compensation. Prior to commencement of any work hereunder, Participant shall obtain a policy of comprehensive bodily injury and property damage liability insurance and maintain such policy in effect until the final Certificate of Completion provided for in this Agreement has been issued, providing coverage for bodily injury and property damage in the minimum amount of $300,000 combined single limit per occurrence. The policy shall name, as additional assureds, Agency, the City of Huntington Beach, and their officers and employees, while acting within the scope of their duties, against all claims, suits, or other actions of any nature brought for or on account of any deaths, injuries, damage or loss, arising out of or connected with the work of Participant under this Agreement. Participant shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this para- graph and providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. Participant shall give Agency prompt and timely notice of any claim made or suit instituted. Agency, City and their officers and employees shall also be named as additional insureds in any policies of Participant's contractors 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 Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto; and all similar state or federal acts or laws applicable, and Participant shall hold Agency and City harmless from any claims arising thereunder. Participant shall furnish to Agency a Certificate of Worker's Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, Participant may show proof of a certificate of consent to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. The Agency and the Participant have duly executed this Agreement as of the date first mentioned above. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA Date: IE is $3 By: 44na J_% Its: Chairman ATTEST:° `Agency Clerk' By: Its: Deputy -12- ' TDP:jlg 2/3/83 No. 5398/10258 THE WILLIAM LYON COMPANY Date: 2 Z77zj By: Lq�' C ;a/ � Its: Vice President INITIATED AND APPROVED AS TO CONTENT: ojlo� N, �Jtwj Director, Business and Industrial Enterprise APPROVED AS TO FORM: Agency Attorney m -13- REVIEWED FORM: .-I • b3 APPROVED AS TO Special Legal Counsel APPROVED: Chief Execute e Office Exhibit 1 TALBERT—BEACIi REDEVELOPMENT PROJECT AREA PAP I—_ I r�Kr , r! 0 JL f, 16-0 J 7� O {6 _ :.77 54 - - 97 -- �a 59 rbi- T-'/) _-24 , 33'Z3'22" - - - -;33 ---- - -- - --- 140 i - 24, C, � eo�'�1J1 i---- 66o' -- . _ SOUTH L /NE BL OC.K Q SCALE ;t ---i m v n N m z fti 0 C7 ti hl m z � 0 c _N Z -D 70 0 C- m --I N i m SUMMARY OF PROPOSED DISPOSITION AND DEVELOPMENT AGREENID.V'I' FOR THE SALE OF LAND FOR PRIVATE DEVELOPMENT BY THE WIILLIA4 LYON COMPANY Pursuant to Section 33433 of the Community Redevelopment Law (Health and Safety Code, State of California), the following summary is provided relative to the proposed sale and leasing of property within the Talbert -Beach Redevelopment Project area adjacent to Terry Park. 1. Proposed Agreement. A copy of the proposed Disposition and Development Agreement for the sale and leasing of land for private development between the Huntington Beach Redevelopment Agency and the William Lyon Company is attached as Item D.-3b-8. 2. Properties to be Conveyed. The attached map (Exhibit A) delineates the boundaries of the parcels which are to be conveyed to the William Lyon Company. Parcel 1 will be sold at fair market value and Parcel 2 will be ground leased for a period of 15 years. 3. Cost of Agreement to Agency. The Cost of the Agreement to the Agency is estimated to be $1,530,000. This amount includes the following: Land Acquisition $1,320,000.00 Rough Grading 4,000.00 Public Street and Utilities 36,000.00 Repayment of Deferred Fees 170,000.00 Total 1,530,000.00 4... Estimated Interest on Financing. The Agency will acquire the site from the City and will pay the City for the land over a 30 year period at a 10o interest rate. In addition, the City will finance and construct the needed improvements and defer payment of the project fees to allow said fees to be paid by Agency over a period of years. Thus, the total anticipated amount of interest to be paid to the City will be approximately $3,300,000 over the 30 year period. 5. Value of Interest to be Conveyed. The value of the property to be conveyed to the William Lyon Company is as follows: Parcel 1 ' $ 900,000 The value of the consideration being received by the Agency from the William Lyon Company is as follows: Acquisition Payment •748,000 Credit for Reimbursement for Previous Lyon Co. expenditures ;300,000 Total $ 1,048,000 Said amount is greater than fair market valve. CONDOMINIUM PROJECT RENTAL PROJECT LENDER ti BOND HOLDERS 0 sties & gonas CITY �,ocee s o�c�,� COan to DEVELOPER o 0 00�0 J(2 a 33500 ender J 0 CONSTRUCTION �. '000 �o o epdy�en 00 OF C) Of CONDOMINIUMS ' �Oa �n LENDER n to A enc 3,500,000 AGENCY & Rental Payments 9 CONDOMINIUM SALES�r0000°'� o Z, s 'O0�°s, o DEVELOPER CONDOMINIUM CONSTRUCTION LOAN LAN ACQUISDITION FOR RENTAL SUBLEASE PAYMENT PROJECT E3 AGENCY'S DESIGNEE z o TERRY PARK SENIOR CITIZEN HOUSING PROJECT ORDINANCE NO. 2577 AN ORDINANCE OF THE COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING AND ADOPTING A REDEVELOPMENT PLAN FOR THE TALBERT-BEACH REDEVELOPMENT PROJECT AREA AS THE OFFICIAL REDEVELOPMENT PLAN FOR SUCH PROJECT AREA. THE CITY COUNCIL OF -THE CITY OF HUNTINGTON BEACH DOES HEREBY ORDAIN AS FOLLOWS: Section 1. The Redevelopment Agency of the City of Huntington Beach ("Agency") has prepared and approved a Redevelopment Plan for the Talbert -Beach Redevelopment Project Area ("Project Area") and has recommended that the City Council approve and adopt said Redevelopment Plan. The Planning Commission of the City of Huntington Beach has submitted its report and recommends approval of the proposed Redevelopment Plan. Section 2. The Agency has adopted rules governing participation and re-entry preferences for property owners, operators of businesses and tenants within the Project Area. Section 3: The Agency has adopted a Relocation Plan providing for the relocation of persons and families from the Project Area, the payment of relocation benefits and the giving of relocation assistance to such persons and families. Section 4: The Agency has submitted the Redevelopment Plan for the Project Area and its report thereon to the City Council. Section 5: The Agency has consulted with property owners and businesses within the Project Area and taxing agencies which levy taxes, or for which taxes are levied, on property in the Project Area; and Section 6: A joint public hearing has been duly Noticed and held by the Agency and the City Council, as required by law; all objections have been heard and passed upon by this City Council; the Agency and Council have received written and oral testimony concerning the Redevelopment Plan for the Project Area, including expert testimony both written and oral on the blighting condition within the Project Area, the environmental effects of the proposed project and the financial feasibility of the proposed project.- The Agency and City Council have duly considered all thereof and the aforesaid reports and recommendations, and all proceedings with respect to said Redevelopment Plan have been duly conducted and completed as provided by law. �.J Section 7: The Agency and this City Council have approved and adopted a Final EIR for the adoption of the proposed Redevelopment Plan and have certified as to their review and consideration thereof in accordance with the California Environmental Quality Act of 1970 and. the State and local guidelines and regulations adopted pursuant thereto. . Section 8: The purposes and intent of t-his City Council with respect to the Project Area are: (a) To eliminate the conditions of blight existing within the Project Area. (b) To prevent recurrence of blighting conditions within the Project Area. (c) To provide for participation by owners and tenants and for re-entry preferences to persons residing within the Project Area to participate in the redevelopment of the Project Area; to encourage and ensure the development of the Project Area in the -manner set forth in the Redevelopment Plan; and to provide for the relocation of any residents displaced by the effectuation of the Redevelopment Plan: (d) To improve and construct or provide for the construction of public facilities, roads, and other public improvements and to improve the quality of. the environment in the Project Area to the benefit of the Project Area and the general public. (e) To attract and facilitate new developments within the Project Area for purposes of increasing residential, public and recreational resources within the City of Huntington Beach and improving the City's overall economy and environment. Section 9: The Redevelopment Plan for the Project Area is on file with the City Clerk of this City and attached as Exhibit "A", is hereby approved, adopted and. designated as the official Redevelopment Plan for the Project Area, and is hereby incorporated herein by .reference and made a part hereof as if fully'set forth at length herein. Section 10: The City Council of the City of Huntington Beach finds and determines that: (a) The Project Area is a blighted area; the redevelopment of which is necessary to effectuate the public purposes declared in the Community Redevelopment Law of the State of California and, specifically,,that the Project area is characterized by properties which suffer from economic dislocation, deterioration or disuse because of ore or more of the following factors: (1) economic dislocation, deterioration, or disuse resulting from faulty planning; (2) the laying out of lots in disregard of the contours and other topography or physical characteristics.of the ground and surrounding conditions; ( 3 ) the existence of inad_equate public improvements, public facilities, open spaces, and utilities which. cannot be remedied by private or governmental action without redevelopment; (4) the prevalence of depreciated values,, impaired investments and social and economic maladjustment; (5) the existence .of lots or other areas which are subject to being submerged by water; which conditions cause a reduction of,. or lack of, proper utilization of the area to such an extent that it constitutes a serious physical, social or economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise acting alone; . (b) The Redevelopment Plan for the Project Area will lead to the redevelopment of the area in conformity with the Community Redevelopment Law of the State of California and in the interests of the public peace, health, safety and welfare. (c) The adoption and carrying out of the Redevelopment Plan for the Project Area is economically sound and feasible. (d) The Redevelopment Plan for the Project Area conforms to the General Plan of the City of Huntington Beach. (e) The carrying out of the Redevelopment Plan for the Project Area will promote the public peace, health, safety and welfare of the community and will effectuate the purposes and policies of the Community Redevelopment Law of the State of California. (f) The condemnation of real property, as provided for in the Redevelopment Plan for the Project Area, is necessary to the execution of the Redevelopment Plan and adequate provisions have been made for payment for property to be acquired as provided by law. (g) The Redevelopment Agency of the City of Huntington Beach has a feasible method or plan for the relocation of families and persons displaced from the Project,Area if the Redevelopment Plan results in the temporary or permanent displacement of. any occupants of housing facilities in the Project Area. i (h) There are or are being provided in the Project Area or in other. areas not generally less desirable in regard to public utilities and public and commercial facilities, and at rents or prices within the financial means of the families and persons displaced, if any, from the Project Area, decent, safe and sanitary dwellings equal in nu-mber to the number or and available to such displaced families and. persons and reasonably accessible to their places of employment. (i) The Project Area is either blighted or necessary for effective redevelopment and is not included for the purpose of obtaining the allocation of taxes from such areas pursuant to Section 33670 without other substantial Justification for this inclusion. (j) Inclusion of any land, buildings, or improvements which are not detrimental to the public health, safety or welfare is necessary for the effective redevelopment of the Project Area; and such area included is necessary for effective redevelopment and is not .included for the purpose of obtaining the allocation of tax increment revenues .from such area pursuant to Health and Safety Code, Section 33670, without.other substantial justification for its inclusion. (k) The elimination of blight and the redevelopment or the' Project Area cannot be reasonably expected to be accomplished by private enterprise acting alone without the `4✓ aid and assistance of the Agency. (1) The use of tax increment funds outside of the boundaries of the Project Area for the purpose of increasing and improving the community's supply of low - and moderate -income housing, as provided in Health and Safety Code Section 33334.2, will be of benefit to the Project. Section 11: Permanent housing facilities will be available within three (3) years from the time occupants of the Project Area are displaced, if any, and pending the development of such facilities there will be available to such displaced occupants adequate temporary housing facilities at rents comparable to those in the community at the time of their displacement. All other provisions of the Community Redevelopment Law with respect to relocation shall be fully complied with. Section 12: The City Council is convinced that the effect of, tax --increment financing will not cause a severe financial burden or detriment on any taxing agency deriving revenues from the Project Area. Section 13: The Redevelopment Plan for the Project Area provides for the expenditure of money by the City of Huntington J Beach in carrying out the Redevelopment Plan, and authorizes the City to financially assist the Agency by way of loans, grants,. or other financial support. The City Council hereby provides that such financial assistance to the Agency shall be made from time to time as the City Council shall determine to be necessary, and that all such financial assistance shall be deemed to be loans to the Agency, which shall bear a reasonable interest rate until repaid, unless the City Council shall provide in specific cases that such assistance shall be treated otherwise than as a loan. Section 14: The City Council hereby declares -its intention to undertake and complete any proceedings necessary to be carried out by the City of Huntington Beach under the provisions of the Redevelopment Plan for the Project Area, and directs that all City departments, commissions and officers cooperate with the Agency in carrying out the provisions of the Redevelopment Plan, and to - exercise their respective functions and powers in a manner consistent with the Redevelopment Plan. Section 15: Upon the filing of this Ordinance adopting the Redevelopment Plan for the Project .Area with the City Clerk, the City Clerk is hereby directed to send a certified copy of this Ordinance to the Redevelopment Agency of the City of Huntington Beach, and said Agency is vested with the responsibility for carrying out the Redevelopment Plan for the Project Area. Section 16: The City Development Services Department is hereby directed, for a period of two years after the effective date of this Ordinance, to advise all applicants for building permits in the Project Area that the site for which a building permit is sought for the construction of buildings or for other improvements is within a Redevelopment Project Area. Section 17: The City Clerk is hereby directed to record. with the County Recorder of Orange County a description of the land within the Project Area and a statement that proceedings for the redevelopment of the .Project Area have been instituted under the Community Redevelopment Law of the State of California. Additional recordation of documents may be effected pursuant to Section 27295 of the Government Code of the State of California. Section 18: The City Clerk is hereby directed to transmit a copy of the description and statement recorded pursuant to section 33373 of the Health and Safety Code of the State of California, a copy of this Ordinance, and a map or plot plan indicating the boundaries -of the Project Area, to the Auditor and Tax Assessor of the County of Orange; to the officer or officers performing the functions of Auditor or Assessor for any taxing agencies which, in levying or collecting its taxes, do not use the County Assessment Roll or do not collect its taxes .through the County; to the governing body of each of the taxing .agencies which levies taxes upon any property in the Project Area and to the State Board of Equalization. Such documents shall be transmitted as promptly as practicable following the adoption of this Ordinance, but in any .r event such documents shall be transmitted within 30 days following the adoption of the Redevelopment Plan for the Project Area. PASSED AND ADOPTED by t.le City. Council of the City of Huntington Beach at a regular im�eting thereof held on the 20th day of SQpteruhar - 1982. ATTEST: City Clerk APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: �=� �� � -_ � • � . fit,,.;,,. City Attorney Director, Business & Industrial Enterprise APPROVED: APPROVED AS TO FORM AND CONTENT: STRADLING,_ YOCCA, CARLSON & RAU'_'II City Admi ni s tra tV BY: TOM CL< Special Redevelopment Counsel d • 1J0 • 2577 STATE OF CALIFORNIA ) CO n-EY OF ORANGE CITY OF IMITINGTON BEAC:i ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Euntington Beach and ex-officio Clerk of the City Council of the said City, do hereby certify that tte whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing ordinance was read to said City Council at a regular meeting thereof held on the 7th day of September 19 82, and was again read to said City Council at a -regular meeting thereof held on the 20th day of September 19 82 and was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council. AYES: Councilmen: MacAllister, Mandic, Finley, Bailey, Kelly NOES: Councilmen: ABSENT: Councilmen: Pattinsnn, Thomas City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California TDP:jlg 1/28/83 No. 5398/10258 EXHIBIT "2" TERRY PARK SENIOR CITIZEN HOUSING PROJECT SITE 6/ i77 i I VI ' iGG � J Ile I 22133 ` _ - -- r --- ----- -- - - I U, -- - U. - OG 1 FJ e m u '' tV 5-AL E CA LA `j`�---- -- --- 66'0 C I TDP:jlg 1/28/83 No. 5398/10258 EXHIBIT "3" TERRY PARK SENIOR CITIZEN HOUSING PROJECT LEGAL DESCRIPTION Exhibit 3 LEGAL DESC :i°Ti0I OVERALL SITE That portion of the north one-half northeast one -quarter of Section 35, township 5 south,. range 11 west, in the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 51 page 13 of Miscellaneous Maps, in the Office of the County Recorder of said County described as follows: Beginning. at a point on the west line of Block D of Tract no. 570 as shown on a map recorded in Book 19 page 71 of Miscellaneous Maps in the Office of the County Recorder o'f said County, said point also being on a line parallel with and 360.00 feet north measured at right angles from the south line of said Block D; thence east along said parallel line 660 + feet to a point on east line of said Block D, said east line also being the west line of Tract no. 8197 as shown on a map recorded in Book 452 page 44 of Miscellaneous Maps in the Office of the County Recorder of said County; thence north along said west line 300 + feet to the north line of said Tract no. 8197, said north line also being the south line of Tract. no. 172 as shown on a map recorded in.Book 12 page 21 of Miscellaneous Maps in the Office of the County Recorder of said County; thence east along said south line 245 + feet to the east line of lot no. 148, Block A of said Tract no. 172; thence north along the east line of lots no. 148, 142, 136, 130, 124, 113 and 112 of said Block A, 175 + feet to the north line of said lot 112;. thence west along said nor'Lh line 49 + feet to the east line of lot 105 of said Block .4; thence north along the east line of lots no. 105, 997 93, 871 81 and 75, 150 + feet to the north line of said lot no. 75; thence west 196 + feet along the north line of lots no. 75, 74 and 73 of said Block A and lot no. 13 of Block Iff of said Tract no. 172, to the west line of said Tract no. 172; thence north along said west line 5 feet to the north line of the south one-half of the east one-half of the northeast one -quarter of the .northwest one -quarter of the northeast one -quarter of said Section ,35, thence west along said north line 150 feet to a line parallel with and 150 feet west measured at right angles from the west line of Tract no. 172; thence south along said parallel line 225 feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 33029' 22"; thence southwesterly along said intersecting line 190 feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 270 38' 57" thence southwesterly along said intersecting line 200 feet to a point on a line parallel with and. 510 feet north measured at right angles frorn the south line of said mentioned Block D; thence west along said parallel line 230 feet to the west line of Block D; thence south along said west line 150 feet to the point of beginning. CONDOMINIUM PROJECT PROPERTY That portion of the north one-half cf the northeast one -quarter of Section 35, township 5 south, range 11 west, in the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 51 page 13 of Miscellaneous Maps, in the Office of the County Recorder of said County described as follows: Beginning at a point on the west line of Block D of Tract no. 570 as shown on a moo recorded in Book 19 page 71 of Miscellaneous Maps in the Office of the County Recorder of said County, said point.also being on a line parallel with and 360.00 feet north measured at right angles from the south line of said Block O;. thence east along said parallel line 660 + feet to a point on the east line of said Block D, said east line also being the west line of Tract no. 3197 as shown on a map recorded in Book 452 page 44 of Miscellaneous Maps in the Office of the County Recorder of said County; thence north along said west line 230 + feet to a line parallel with and 590 feet north measured at right angles from the south line of Block D; thence west along said parallel line 90 + feet to the intersection with a line, a deflection angle to the right to said intersecting Line measures 330 29' 22"; thence northwesterly along said line 146.60 feet to the intersection with a perpendicular line; thence southeasterly along said perpendicular line 77.16 feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 270 38' 57"; thence southwesterly along said intersecting line 200 feet to a point on a line parallel with and 510 feet north measured at right angles from the south line of said mentioned Block D; thence west along said parallel line 230 feet to the west line of Block D; thence south along said west line 150 feet to the point of beginning. hibit 3 (continued) RENTAL PROJECT PROPERTY That portion: of the north one-half of the northeast one -quarter of Section 35, township 5 south, range 11 west, in the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 51 page 13 of Miscellaneous Maps, in the Office of the County Recorder of said County described as follows: Beginning at the southeast corner of Block D of Tract no. 570 as shown on a map recorded in Book 19 page 71 of Miscellaneous Maps in the Office of the County Recorder of said County; thence north along the east line of said Block D, also being the west line of Tract no. 8197 as shown on a map.recorded in Book 452 page 44 of Miscellaneous Maps in the Office of the County Recorder of said County, 590 feet to the True Point of Beginning; thence north along said west line 70 + feet to the north line of said Tract no. 8197, said north line also being the south line of Tract no. 172 as shown on a map recorded in Book 12 page 21 of Miscellaneous Maps in the Office of the County Recorder of said County; thence east along said south line 245 + feet to the east line of lot no. 148, Block A of said Tract no. 172; thence north along the east line of lots no. 148, 142, 136, 130, 124, 118 and 112 of said Block A, 175 + feet to the north line of said lot 112; thence west along said north line 49 + feet to the east line of lot 105 of said block A; thence north along the east line of lots no. 105, 99, 93, 87, 81 and 75, 150 + feet to the north line of said lot no. 75; thence west 196 + feet along the north line of lots no. 75, 74 and 73 of said Block A and lots no. 13 of Block E of said Tract no. 172, to the west line of said Tract no. 172; thence north along said west line 5 feet to the north line of the south one-half of the east one-half of the northeast one -quarter of the northwest one -quarter -of the northeast one -quarter of said Section 35, thence west along said north line 150 feet to a line parallel with and 150 feet west measured at- right angles from the west line of Tract no. 172; thence south along said parallel line 225 feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 33029' 22"; thence southwesterly along said intersecting line 1.12.84 feet to the intersection with a perpendicular line; thence southeasterly along said perpendicular line 146.60 feet to the intersection with a line parallel with and 590 feet north measured at right angles from the south line of Block D; thence east along said parallel line 90 + feet to the True Point of Beginning. TDP:jlg 1/28/83 No. 5398/10258 EXHIBIT "4" MAP SHOWING TERRY PARK STREET ACCESS ZN DUSTM4L P/WK- --I %i9L �FD��/` C �i��YCii�T P.F'©✓GEC 7� /�2� 2I zo Z- TDP:jlg 1/28/83 No. 5398/10258 EXHIBIT "5" FORM OF NOTE AND TRUST DEED Do Not Destroy This Original Note: When paid, sold Original Note, together with the Deed of Trust secur- ing some, must be surrene ' to Trustee for Cancellation and retention I- -e reconveyonce will be made. NO' E SECURED BY DEED OF TRUST (STRAIGHT NOTE) Orange County , California, on or before two years after date, for value received, I promise to pay to The Redevelopment Agency of the City of Huntington Beach or order, at Huntington Beach, California the sum of DOLLARS, X X1Xxx:P XMN= payable in increments pursuant to the release clause in the Deed of Trust securing this Note, and in full two years after the date of this Note. 2brM9MI VZAShould default be made in payment of interest when due the whole sum AS>'S�YrNc3 S13S� shall become immediately due at the option of the holder of this note. Principal payable in lawful money of the United States. If action be instituted on this note I promise to pay such sum as the Court may fix as attorney's fees. This note is secured by Deed of Trust to TITLE INSURANCE AND TRUST COM- PANY, a California corporation, as Trustee. THE WILLIAM LYON COMPANY By. (Title) r0-416 CA (11-68) THIS FORM FURNISHED BY TITLE INSURANCE AND TRUST COMPANY DO NOT DESTROY THIS NOTE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO 71 +•.•• The Redevelopment -Agency of 1}fe„ the City of Huntington Beach 1d°" $ City Hall it Na L.untington Beach, CA J ' SPACE ABOVE THIS LINE FOR RECORDER'S USE SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS (CORPORATION) A.P.N. This Deed of Trust, made this day of , between THE WILLIAM LYON COMPANY a corporation organized under the laws of the State of California. , herein called TRUSTOR, whose address is 19 Corporate Plaza, Newport Beach, CA 92660 , (number and street)_ (city) (state) (zip) Title Insurance and Trust Company., a California corporation, herein called TRUSTEE, and he Redevelopment Agency of the City of Huntington Beach , herein called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the City of Huntington Beach, Orange County, California, described as: SEE Legal Description attached as Exhibit "A" and incorporated herein by this reference. The provisions of this Trust Deed include the contents of Exhibit "B" which is attached hereto and incorporated herein by this reference. TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right; power and authority given to and conferred upon Beneficiary by paragraph (10) of the provisions incorporated herein by reference to collect and apply such rents, issues and profits. For the Purpose of Securing: 1. Performance of each agreement of Trustor incorporated by reference or contained herein. 2. Pay- ment of the indebtedness evidenced by one promissory note of even date herewith, and any -extension or renewal thereof, in the principal sum of'S executed by Trustor in favor of Beneficiary or order. 3. Payment of such further sums as the then record owner of said property hereafter may borrow from Beneficiary, when evidenced by another note (or notes) reciting it is so secured. To Protect the Security of This Deed of Trust, Trustor Agrees: By the execution and delivery of this Deed of Trust and the note secured hereby, that provisions (1) to (14), inclusive, of the fictitious deed of trust recorded in Santa Barbara County and Sonoma County October 18, 1961, and in all other counties October 23, 1961, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, viz.: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 43S 6" Kings . 792 833 Placer 895 301 Sierra 29 335 Alpine 1 250 lake 362 39 Plumas 151 5 Siskiyou "a lei Amador 104 348 Lassen 171 471 Riverside 3005 S23 Solana 1105 182 Butte 1145 1 Los Angeles T2055 899 Sacramento 4331 62 Sonoma 1851 689 Calawras 145 1S2 Madera 910 170 San Benito 271 383 Stanislaus 1715 456 Colusa 2% 617 Morin 1508 339 San Bernardino 5567 61 Sutter 572 297 Contra Costa 3978 47 Mariposa 77 292 San Francisco A332 90S Tehomo 401 289 Del Norte 78 414 Mendocino 579 530 San Joaquin 2470 311 Trinity 93 3" El Dorado 568 456 Merced 1547 538 Son Luis Obispo 1151 12 Tulare 2294 275 Fresno 4626 572 Modoc 164 851 San Mateo 4078. 420 Tuolumne 135 47 Glenn 422 184 Mono 52 429 Santa Barbara 1878 860 Ventura 2062 386 Humboldt 657' 527 Monterey 2194 538 Santa Clara 5336 341 Yolo 653 245 Imperial 1091 501 Napa 639 86 Santa Cruz 1431 494 Yuba 334 486 Inyo 147 598 Nevada- 30S 320 Ssasta 694 528 Kern 3427 60 Orange .5889 611 San Diego Series 2 Book 1961, Page 183887 (which provisions, identical in all counties, are printed on the reverse hereof) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. STATE OF CALIFORNIA. �SS. Signature of Trustor COUNTY OF THE WILLIAM LYON COMPANY 0 P before me, the undersigned, a Notary Public in and for said State, personally . a corporation appeared By President known to me to be th- President, and By Secretary known to me to be thA Secretary of the corporation• that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its Bylaws or a resolution of its board of directors. WITNESS my hand and official seal. Signature (This area for official notarial seal) A � DO NOT RECORD The following is a copy of provisions (1) to (14), inclusive, of the fictitious deed of trust, recorded in each county in California, as stated in the foregoing Dowd -of Trust and incorporated by reference in said Deed of Trust as being a .part thereof as if set forth of length therein. To Protect the Security of This Deed of Trust, Trustor Agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therofor; to comply with all lows affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; net to commit, suffer or permit any act upon said property in violation of low; to cultivate, irrigate, fertilize, fumigate, prune and do all other octs which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or involidoto any act done pursuant to such notice. (71 To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay oil costs and expenses, including cost of evidence of title and attorney's fees in o reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: of least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, an said property or any port thereof, which oppeor to be prior or superior bereto; all costs, fees and *moonset of this Trust. Should Trustor foil to make any payment or to do any act as herein provided, than Beneficiary or Trustee, but without obligation to to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may doom necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trust"; pay, purchase, contest or compromise any incumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable foes. (S) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by low in effect at the date hereof, and to pay for any statement provided for by low in effect of the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by low at the time when said statement is demanded. (6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the some effect as above provided for disposition of proceeds of fire or other insurance. (7) That by accepting Payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of oil ether sums to secured or to declare default for failure so to pay. (81 That of any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trust** may: reconvey any port of said Property; consent to the making of any map or plat thereof; join in gronting any statement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (g) That upon written request of Beneficiary stating that all sums secured hereby hove been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention and upon Payment of its fees, Trustee shell reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grant** in such reconveyance may be described as "the person or persons legally entitled thereto.'' Five years after issuance of such full reconveyance, Trustee may destroy said note and this Deed (unloss directed in such request to retain them). (10) That as additional security, Trustor hereby gives to and carters upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby of in Perform - once of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness h*r*by secured, enter upon and take Possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those Post due and unpaid, and apply the some, lets costs and expenses of operation and collection, including reasonable attorney's foes, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (11) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may doctor* all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sole and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Dead, said note and all docu• -ants evidencing expenditures secured hereby. After the lapse of such time as may then be required by low following the recordation of said notice of default, and notice of sale bowing boon given as then required by low, Trustee, without demand on Trustor, shall tell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sole. Trustee may postpone sale of all or any portion of said property by public announcement at such time and piece of sole, and from time to time thereafter may postpone such sole by public announcement at the -time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such dead of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee; or Beneficiary as hereinafter defined, may purchase of such sole. After deducting all costs, fees and expenses of Trustee and of thit Trust, including cost of ovideice of title in connection with sale, Trustee shall apply the proceeds of sole to payment of: oil sums expended under the terms hereof, not then repaid, with accrued interest of the amount allowed by low in effect of the dot* hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (12) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or suc- cessors to any Trustee nomad herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Dead is recorded and the name and address of the new Trustee. 113) That this Deed aoplies to, inures to the benefit of, and binds oil parties hereto, their hairs, l*gotees, deviseet, administrators, executors, successors and assigns. The form Beneficiary shall moon the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gander includes the feminine and/or neuter, and the singular number includes the plural. (14) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by low. Trustoe is not obligated to notify ony party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shell be a party unless brought by Trustee. TA 7041T rT!'�ATT REQUEST FOR FULL RECONVEYANCE To be used only when note has been paid. To TITLE INSURANCE AND TRUST COMPANY, Trustee: Dated The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on pay- ment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same. MAIL RECONVEYANCE TO: Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. � v_ Q �. V > fx y0 v = cc Z�./A,. }(A.J L O ZO CO Q W Q YI Q HV O W Ix o cc C O �M0 -° no o Z ocWC zO oo t V) as a v Z u v, s ; 0 LeeJ a a 3 H EXHIBIT "A" LEGAL DESCRIPTION OF CONDOMINIUM PROJECT PROPERTY That.portion of the north one-half of the northeast one -quarter of Section 35, township 5 south, range 11 west, in the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 51 page 13 of Miscellaneous Maps, in the Office of the County Recorder of said County described as follows: Beginning at a point on the west line of Block D of Tract no. 570 as shown on a map recorded in Book 19 page 71 of Miscellaneous Maps in the Office of the County Recorder of said County, said point also being on a line parallel with and 360.00 feet north measured at right angles from the south line of said Block D; thence east along said parallel line 660± feet to a point on the east line of said Block D, said east line also being the west line of Tract no. 8197 as shown on a map recorded in Book 452 page 44 of Miscellaneous Maps in the Office of the County Recorder of said County; thence north along said west line 230± feet to a line parallel with and 590 feet north measured at right angles from the south line of Block D; thence west along said parallel line 90± feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 331 29' 22"; thence northwesterly along said line 146.60 feet to the inter- section with a perpendicular line; thence southeasterly along said perpendicular line 77.16 feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 271 38' 57"; thence southwesterly along said inter- secting line 200 feet to a point on a line parallel with and 510 feet north measured at right angles from the south line of said mentioned Block D; thence west along said parallel line 230 feet to the west line of Block D; thence south along said west line 150 feet to the point of beginning. EXHIBIT B TO TRUST DEED Provided that no unrescinded Notice of Default under this trust deed then appears of record, Trustor shall receive, and Beneficiary shall cause Trustee under this trust deed to execute and deliver, partial reconveyances from the lien of this trust deed, of condominium units or town house lots as shown on a recorded subdivision map for the property described in this trust deed ("Property") upon payment to Beneficiary of the Release Price as defined herein, for each such unit or lot. The Release Price shall mean 110% of the original principal balance of the Note divided by the total number of residential lots or condominium units shown on the recorded sub- division map for the Property. All payments of Release Price paid to Beneficiary to obtain releases shall be applied to the principal amount of the Note. Upon request of Trustor and without payment of any Release Price therefor, Trustor shall cause Trustee to execute and deliver partial reconveyance from the lien of this trust deed, all property required to be conveyed to a governmental agency pursuant to a condition of approval of the subdivision map for the Property, and all lots designated as common area, open space or similar non-residential.lots, for conveyance to a home- owner's association or a condominium owner's association. TDP:jlg 1/28/83 No. 5398/10258 EXHIBIT "6" ESCROW INSTRUCTIONS FOR CLOSING ES 338.2 TI (12-76) ti ESCROW INSTRUCTIONS ESCROW NO. SELLERS © BUYERS ® BORROWERS ❑ DATE To: Title Insurance and Trust Company: Address: 800 North I -lain Street Santa Ana, CA 92702 On or before the Closing Date ,X(we will hand you an executed Promissory Note and Trust Deed in favor of The Redevelopment Agency of the City of Huntington Beach Which you will deliver when you obtain for rXWour account and record a Grant Deed to the Real Property described herein and when you can issue your current form of ALTA Joint Protection policy of title insurance with liability in the amount ofX the / on the real property described in Exhibit "A" Promissory Note showing title vested in the grantee current SUBJECT ONLY TO: nondelinquent taxes for thfiscal yearARXXXXXASX Covenants, conditions, restrictions, and easements of record; and approval in writing by the undersigned. Additional Instructions 1. Escrow shall close (the "Closing Date") within three business days after you receive written notice from Seller that the City of Huntington Beach has issued to Buyer the first building permits for construction on the property described in Exhibit "A".. 2. Date the Note and Trust Deed as of the Closing Date. 3. Complete the Note and Trust Deed by inserting the principal amount due on each document. Buyer will provide you with a written statement of the principal amount and a written approval thereof from Seller. 4. If the Buyer by written instructions to you designates a substitute entity to take title to the property, prepare a replacement Note and Trust Deed in the same form as the Note and Trust Deed attached as Exhibit "B", but showing the substitute entity as Grantee and Trustor, respectively, therein. Continued on Page 2 —Page 1— E6 63.2 TI (6.74 ) The GENERAL PROVISIONS printed on the reverse side of this page of these instructions are by reference thereto incorporated herein and made a part hereof. Time is of the essence of these instructions. If this escrow is not in condition to close by closing date , any party who then shall have fully complied with his instructions may, in writing, demand the return of his money and/or property; but if none have complied, no demand for return thereof shall be recognized until five days after the escrow holder shall have mailed copies of such demand to all other parties at their respective addresses shown in the escrow instructions. If no such demand is made, close this escrow as soon as possible. Any amendment of or supplements to any instructions must be in writing. Deliver title insurance policy to Buyer Instruct Recorder to mail Deed to Buyer, Trust Deed to Seller Begin search of title at once. I pay one-half of all costs THE WILLIAM LYON COMPANY Signature By Address 19 Corporate Plaza Telephone 714 / 8 3 3 - 3 6 0 0 Buyer Newport Beach, CA 92660 Signature Address Title Insurance and Trust Company: I have read and approve the foregoing instructions. XxoKo ix XIK XIMMYCXX Telephone Date: The GENERAL PROVISIONS printed on the reverse side of this page of these instructions are by reference thereto incorporated herein and made a port hereof. Pay all encumbrances of record necessary to place title in the condition called for. I will hand you any funds and instruments required for such purpose. Deliver title insurance policy to Buyer Instruct Recorder to mail Begin search of title at once. I pay one-half of all costs plus recording fees . THE REDEVELOPMENT AGENCY Signature OF THE CITY OF Address Telephone HUNTINGTON BEACH Signature By Address Telephone —Page — [CONWOMI �- R&IJ All . funds received in this escrow shall be deposited with other escrow funds in a general escrow account or accounts of Title Insurance and Trust Company, with any State or National Bank, and may be transferred to any other such general escrow account or accounts. All disbursements shall be made by check of Title Insur- ance and Trust Company. Any commitment made in writing to Title Insurance and Trust Company by a bank, trust company, insur- ance company, or building and loan or savings and loan association, to deliver its check or funds into this escrow may, in the sole discretion of Title Insurance and Trust Company, be treated as the equivalent of a deposit herein of the amount thereof. All adjustments to be made on a basis of 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of the policy of title insurance called for, is authorized. No examination or insurance as to the amount or payment of real or personal property taxes is required unless the real property tax is payable on or before the date of the policy of title insurance. If any party to these instructions obtains a loan on the land involved, and during the pendency of this escrow, you are authorized to furnish the lender, or anyone operating on its behalf, any information concerning this escrow, including, but not limited to, a certified copy of the escrow instructions and any amendments thereto. Execute on behalf of the parties hereto, form assignments of interest in any insurance policies (other than title insurance) called for herein and forward them upon close of escrow to the agent with the request, first, that insurer consent to such transfer or attach loss -payable clause or make such other additions or corrections as may have been specifically required herein, and second, that the agent thereafter forward such policies to the parties entitled to them. In all acts in this escrow relating to fire insurance, including adjustments, if any, you shall be fully protected in assuming that each such policy is in force and that the necessary premium therefor has been paid. Unless you are otherwise specifically requested by written instructions so to do, no examination nor insurance as to the applicability, amount or payment of any transfer tax, imposed by any local, city or county ordinance or otherwise, is required through this escrow, as the same will be taken care of by the parties hereto outside of escrow and you are not to be concerned with the payment of any such tax. EXHIBIT "A" LEGAL DESCRIPTION OF CONDOMINIUM PROJECT PROPERTY That portion of the north one-half of the northeast one -quarter of. Section 35, township 5 south, range 11 west, in the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 51 page 13 of Miscellaneous Maps, in the Office of the County Recorder of said County described as follows: Beginning at a point on the west line of Block D of Tract no. 570 as shown on a map recorded in Book 19 page 71 of Miscellaneous Maps in the Office of the County Recorder of said County, said point also being on a line parallel with and 360.00 feet north measured at right angles from the south line of said Block D; thence east along said parallel line 660± feet to a point on the east line of said Block D, said east line also being the west line of Tract no. 8197 as shown on a map recorded in Book 452 page 44 of Miscellaneous Maps in the Office of the County Recorder of said County; thence north along said west line 230± feet to a line parallel with and 590 feet north measured at right angles from the south line of Block D; thence west along said parallel line 90± feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 331 29' 22"; thence northwesterly along said line 146.60 feet to the inter- section with a perpendicular line; thence southeasterly along said perpendicular line 77.16 feet to the intersection with a line, a deflection angle to the right to said intersecting line measures 270 38' 57"; thence southwesterly along said inter- secting line 200 feet to a point on a line parallel with and 510 feet north measured at right angles from the south line of said mentioned Block D; thence west along said parallel line 230 feet to the west line of Block D; thence south along said west line 150 feet to the point of beginning. EXHIBIT "B" NOTE & TRUST DEED TDP:lg 1/28/83 No. 5398/10258 EXHIBIT "7i' RELEASE FORM GENERAL• RELEASE THIS GENERAL RELEASE is made and entered into the date hereinafter set forth by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation and a public body, corporate and politic (the "City"), on the one hand, and THE WILLIAM LYON COMPANY, a California corporation (the "Company"), on the other hand. W I T N E S S E T H: WHEREAS, Redevelopment Agency of the City and the Company entered into a Disposition and Development Agreement on 198Z (the "Agreement"); and WHEREAS, the Agreement calls for the Agency to fulfill certain duties and obligations on behalf of the Company; and WHEREAS, the Agency has now fulfilled all of its duties and obligations under the Agreement to the complete satisfaction of the Company; and WHEREAS, pursuant to the Agreement, the Company is obligated to execute and deliver to the City a full, unconditional and general release upon full performance by the Agency of all its obligations under the Agreement; NOW, THEREFORE, in consideration of the above premises and promises and agreements herein contained, it is agreed as follows: Section 1. The Company and its officers, directors, employees, affiliates and subsidiaries hereby fully release and forever discharge the City, the Agency and their officers, directors, employees, attorneys and agents from -and on account of any and all claims, demands, causes of action or charges of whatsoever nature, known or unknown, suspected or unsuspected, which may have arisen between any one or more of the parties specified above prior to the date hereof, including, in particular, all claims, demands and causes of action which may have arisen as a result of any act or omission taken by the City or the Agency in connection with the performance of the• Agreement. Section 2. The Company acknowledges that it is aware of and familiar with the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing 01-21-83 4006P/2273/00 -2- the release, which if known by him must have materially affected his settlement with the debtor." Section 3. The Company hereby waives and relinquishes all rights and benefits which it has or may have under Section 1542 off the Civil Code of the State of California or the law of any other state or jurisdiction to the same or similar effect to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this General Release. Section 4. The Company represents and warrants that it has -not assigned or otherwise transferred any interest in any claims which are the subject matter hereof that it may have against the City and/or the Agency and, that it will hold the City and the Agency harmless from any liability, loss, claims, demands, damages, costs, expenses for attorneys' fees incurred by the City or the Agency as a result of any person asserting such assignment and transfer. Section 5. In executing this agreement, the Company acknowledges that it has consulted with and had the advice and counsel of such attorneys duly license to practice law in all of the courts of the State of California and that it has 01-21-83 4006P/2273/00 -3- executed this General Release after independent investigation and without fraud, duress or undue influence. Section 6. This document contains the entire agreement and understanding concerning the subject matter between the parties and supersedes and replaces all prior negotiations, proposed agreements and agreements, written or oral. Each of the parties hereto acknowledges that no other party, nor any agent or attorney of any party, has made any promise, representation or warranty whatsoever, expressed or implied, not contained herein concerning the subject matter hereof, to induce it/him to execute this instrument and acknowledges that it/he has not executed this instrument in reliance on any such promise, representation.or warranty not contained herein. Section 17. This agreement and release is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of this state. The language in all parts in this General Release shall in all cases construed as a whole according to its fair meaning and not strictly for or against any of the parties. This General Release may be executed in counterparts with the same force and effect as if executed in one complete document. 01-21-83 4006P/2273/00 -4- However, there is no effective agreement until each of the parties has executed at least one counterpart. Executed at day of , 1983. ATTEST: By: Alicia M. Wentworth City Clerk Executed at day of 01-21-83 4006P/2273/00 1983. -5- , California, this CITY OF HUNTINGTON BEACH By: Charles Thompson City Administrator APPROVED AS TO FORM: By: Gail Hutton City Attorney California, this THE WILLIAM LYON COMPANY By TDP:jlg 1/28/83 No.. 5398/10258 EXHIBIT "8" I Recording Requested by and ) When Recorded Mail To: ) City of Huntington Beach ) 2000 Main Street ) P . 0. Box 190 ) Huntington Beach, CA 92648 ) Attention: Thomas Tincher ) (Space above for recorder's use only) SITE LEASE AND PROJECT LEASE THIS SITE LEASE and PROJECT LEASE dated as of , 19_ by and between the THE WILLIAM LYON COMPANY, a California corporation, (herein called the "Lyon Company") and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, coporate and politic, organized and existing under and by virtue of the laws of the State of California or to designee (herein called the "Agency"). W I T N E S S E T H: That for and in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows: SECTION 1: Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this Site Lease and Project Lease, have the meanings herein specified. Additional Rental "Additional Rental" means that rental due for the Project under the Project Lease as defined in Section 7(b) of this Site Lease and Project Lease. Base Rental "Base Rental" means the total rental due for the Project under the Project Lease when completed, but does not include Additional Rental. A enc "Agency" means the Redevelopment Agency of the City of Huntington Beach or its designee. Bonds "Bonds" means any financing instrument executed or Bonds issued by Agency or the City to finance the acquisition of the Site and construction of the Facilities, which instruments or Bonds are secured by the Project, this Lease or both. City "City" means the City of Huntington Beach. Collection Agent "Collection Agent" means any appointed to collect and disburse discharge of any obligation under to finance the Facilities. Construction Contract agent, acting as trustee rental payments to lender in Bonds issued and loans made "Construction Contract" means the construction contract or contracts providing for the construction of the Facilities, including, without limitation, the plans and specifications, any addenda thereto, and other construction documents, a copy of which is or will be on file in the office of the Agency. Facilities "Facilities" means a senior citizen's rental project con- sisting of approximately 124 units together with structures, improvements and all facilities and improvements related thereto or provided therefor, together with the planting and landscaping of grounds and all facilities appurtenant thereto or provided therefor and off-street parking facilities necessary therefor. "Facilities" includes all of the Project except the Site. Fiscal Year "Fiscal Year" means the fiscal year as established from time to time by the Agency, being on the date of the Bonds the period from July 1 to and including the following June 30. Project "Project" means the Site and the Facilities to be constructed thereon. Site "Site" means that certain real property located in the City of Huntington Beach, County of Orange, State of California, consisting of parcels on which the Facilities described herein are to be located, and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. 02-03-83 4005P/2273/00 -2- SECTION 2: Site Lease. For and in consideration of the sum of Fifty Thousand Dollars ($50,000) ("Site Lease Rental") per annum, which rental shall be payable in full within ten (10) days of the commencement of the term of the Project Lease and ten (10) days of each anniversary thereof, the Agency hereby leases the Site to the Lyon Company, and Lyon Company hereby leases the Site from the Agency for a term commencing on A. 198_ (the "Site Lease Rental"). The term of the Site Lease shall end on the later of (i) 20l, or (ii) one (1) day after the payment or the provision for the payment of the Bonds or other indebtedness of the Agency or the City and loan of Lyon Company incurred to construct the Project. Full performance with the Project Lease by Agency shall be a condition precedent to the payment of Site Lease Rental hereunder. The annual Site Lease Rental shall be adjusted upward or downward by the amount of $5,000 per annum for every $200,000 by which the construction cost of the Facilities is greater than or less than $2,200,000. Upon termination of the Site Lease, all improvements on the Site shall become the property of the Agency. SECTION 3: Purpose of Site Lease. The Lyon Company shall use the Site solely for the purpose of constructing the Facilities thereon and leasing the Site and the Facilities to the Agency pursuant to the Project Lease set forth in Section 5 hereof; provided that in the event of default by the Agency under the Project Lease, the Lyon Company may exercise the remedies provided in Section 21. SECTION 4: Owner in Fee. The Agency covenants that it is the owner in fee of the Site. SECTION 5: Project Lease. The Lyon Company hereby leases the Project to the Agency or its designee and the Agency or its designees hereby leases the Project from the Lyon Company, subject to and upon the terms and conditions hereof (the "Project Lease"). SECTION 6: Term of Project Lease The term of the Project Lease shall commence on the date of first issuance of a certificate of occupancy, provided all of the Facilities are substantially completed and written notice thereof has been served on the Agency, or on any later date of such substantial completion, including, without limitation, any extension of the completion date as may be provided under any Construction Contract. Although this contemplates all the 02-03-83 4005P/2273/00 -3- 1-V ti Facilities being substantially completed and the Agency taking possession of them on the same date, it shall not preclude the Agency and the Lyon Company from agreeing that -the Agency may take possession of all or part of the Facilities and agree to pay rental therefor, prior to the other parts thereof being substantially completed, and, in such case, the term of the Project Lease shall commence upon such occupancy which rent due under the Site Lease and Project Lease adjusted is propor- tionate to the extent of such occupancy. This Project Lease shall end on the later of (i) , 19 , or (ii) such time when the bonds issued by the Agency or City and loan to the Lyon Company to finance the Facilities have been retired or provision for payment has been provided. SECTION 7: Rental. The Agency shall pay the Base Rental and the Additional Rental to the Lyon Company in the amounts, at the times and in the manner set. forth herein, said amounts constituting in the aggregate the total of the annual rentals payable under the Project Lease as follows: (a) Base Rental. For the period commencing on the date of commencement of this Project Lease, the Agency agrees to pay to the Collection Agent for the account of the Lyon Company in advance, for each Fiscal Year rent at the rate of $ per annum. The rent to be paid for the remaining portion of the Fiscal Year in which such liability commences shall be prorated and shall be paid within thirty (30) days following commencement of such liability, but in no event later than the next succeeding June 30. During the remainder of the term of the Project Lease, said rental shall be due on July 1 and may be paid on or before July 31 without penalty or interest in each Fiscal Year for use of the Project during said Fiscal Year. (b) Additional Rental. In addition to and after the commencement of the Base Rental hereinabove set forth, the Agency shall pay to the Collection Agent for the account of the Lyon Company an amount or amounts (hereinafter called "Additional Rental") equivalent to the sum of the following: (i) All taxes and assessments of any nature whatsoever, including, but not limited to, excise taxes, ad valorem taxes, possessory interest taxes, ad valorem and specific lien special assessments and gross receipts taxes, if any, levied upon the Project or upon the Lyon Company's interest therein or upon the Lyon Company's operation thereof or the Lyon Company's rental income derived therefrom excluding state and federal income taxes. 02-03-83 kVOq1 4005P/2273/00 -4- i 6 TV . (ii) Insurance premiums, if any, on all insurance required or permitted under the provisions of Section 11 hereof. (ii ) All costs and expenses which the Lyon Company may incur in performing under this lease and in consequence of or because of any default by the Agency under the Project Lease, including reasonable attorneys' fees and costs of suit in equity or action at law to enforce the terms and conditions of the Project Lease. The Additional Rental payable hereunder shall be paid by the Agency within thirty (30) days after notice in writing from the Lyon Company to the Agency stating the amount of Additional Rental then due and payable and the purpose therof. (c) Budget. The Agency shall take such action as may be necessary to include and maintain all such total rental payments (Base Rental and Additional Rental) due under the Project Lease in each Fiscal Year in its budget for such Fiscal Year and further shall make the necessary appropriations for all such rental payments. The Agency shall furnish to the Lyon Company and to the Collection Agent copies of the budget at least fifteen (15) days before final adoption thereof. The covenants on the part of the Agency herein contained shall be deemed to be and shall be construed to be ministerial duties imposed by law and it shall be the ministerial duty of each and every public official of the Agency to take such action and do such things as are required by law in the performance of such official duty of such officials to enable the Agency to carry out and perform the covenants and agreements in the Project Lease agreed to be carried out and performed by the Agency. (d) Payment. Each annual Base Rental payment and each Additional Rental. payment shall be paid in lawful money of the United States of America, by warrant or check drawn against funds of the Agency, at the office of the Collection Agent in California. Notwithstanding any dispute between the Lyon Company and the Agency hereunder, the Agency shall make all rental payments when due and shall not withhold any rental payments pending the final resolution of such dispute. In the event of a determination that the Agency was not liable for said rental payments or any portion thereof, said payments or excess of payments as the case may be shall be credited against subsequent rental payments due hereunder. SECTION 8: Construction of Project. The Lyon Company shall diligently proceed to construct, or cause to be constructed, the Facilites on the Site. Construc- tion Contracts shall be awarded to a contractor or contractors 02-03-83 4005P/2273/00 ti licensed under the laws of the State of California and such Construction Contracts shall be awarded after competitive bidding. For the purpose of paying the cost of construction of the Facilities on the Site and all 'costs and expenses incidental thereto, including, but not limited to, any contractor's fee and architectural fees for design of the Facilities, the Agency or City shall issue its Bonds in turn loan to the Lyon Company, the fees necessary, in the form of a construction and long term loan, to complete construction of the project as provided for herein. Such construction shall be substantially completed within years of the date hereof; provided, however, that such completion date shall be extended for such further period if the Lyon Company or the Agency, or any contractor or contractors, are delayed by: (1) acts or omissions of Agency or Lyon Company or of any employee or agent of the Lyon Company or the Agency, including changes ordered in the work, or (2) litigation brought against the Agency or the Lyon Company or of any employee or agent of the Lyon Company or the Agency, including changes ordered in the work, or (3) litigation brought against the Agency or the Lyon Company which enjoins the construction, or (4) any act of God which the Lyon Company or the Agency could not reasonably have foreseen and provided for, or (5) any strikes, boycotts, or like obstructive actions by employee or labor organizations which are beyond the control of the Lyon Company or the Agency and which the Lyon Company or the Agency cannot overcome with reasonable effort and could not reasonably have foreseen and provided for, or (6) any war or declaration of the state of national emergency., or (7) the imposition by government action or authority of restrictions upon the procurement of labor or materials necessary for the completion of the Facilities. All work, construction and materials shall be in accordance with the Construction Contract; provided, however, that the Agency may order changes in the work during construction without the consent of the Lyon Company; provided, however, except that unless sufficient additional funds are provided therefor (i) the cost of the Project shall not exceed that which is established at the time when the Bonds are issued by the Agency or the City and the loan made to the Lyon Company, and (ii) the cost of change orders shall not exceed the reserve therefor established at such time. Agency shall take no action which extends the period of construction beyond the period for which interest on the Bonds and loan is funded unless sufficient additional funds are provided therefor. Any moneys remaining in the Construction Loan Funds after the construction and completion of the Facilities shall be applied by the Collection Agent to the repayment of the construction loan and redemption of Bonds which shall reduce Base Rental or to pay 02-03-83 4005P/2273/00 -6- 1 tit+� principal of and any interest on the Bonds in which case the Agency shall receive a credit against Base Rental for such amount. SECTION 9: Maintenance and Operation of Project. The Agency shall, at its own expense, maintain the Project and all improvements thereon in good order, condition and repair. The Agency shall provide or cause to be provided all security service, custodial service, janitorial service, power, gas, telephone, light, heating and water, and all other public utility -services. It is understood and agreed that in consideration of the payment by the Agency of the rental provided for in Section 7 hereof, the Lyon Company is only obligated to construct the Project, and the Lyon Company shall have no obligation to incur any expense of any kind or character in connection with the management, operation or maintenance of the Project during the term of the Project Lease. The Agency shall keep the Project and any and all improvements thereto free and clear of all liens, charges and. encumbrances. SECTION 10: Additions and Improvements. The Agency shall have the right during the term of the Project Lease to make any additions or improvements to the Project, to attach fixtures, structures or signs, and to affix any personal property to the Facilities provided the use of the Project for the purposes contemplated in the Project Lease is not impaired. Title to all personal property placed in any of the improvements on the Site shall remain in the Agency. The title to any personal property, improvements or fixtures placed on the Site by any sublessee or licensee of the Agency shall be controlled by the concession contracts entered into by the Agency. SECTION 11: Insurance. The Lyon Company shall, during the term of the Project Lease, keep or cause to be kept a policy or policies of insurance against loss or damage to the Project, and appurtenances and permanent equipment, resulting from fire, lightning, vandalism, malicious mischief, and such perils ordinarily defined as "extended coverage" and other perils as the Lyon Company and the Agency may agree should be insured against on forms and in amounts satisfactory to each. The Agency and the Lyon Company shall be named as additional insureds under such policies of insurance as the building contractor or contractors may be required by the Lyon Company to carry during the construction of the Facilities. Should the contractors or contractors not be required to carry insurance 02-03-83 4005P/2273/00 -7- with respect to the earthquake damage during the term of the construction of the Facilities, the Agency shall carry such insurance and shall name the Lyon Company as beneficiary thereunder. Nothing herein shall be construed to require the Lyon Company to -carry insurance with respect to equipment or fixtures of the Facilities not provided by the Lyon Company pursuant to the plans and specifications for the construction thereof.. During the term of the Project Lease, the Lyon Company shall keep or cause to be kept'public liability and property damage policies protecting both the Lyon Company and the Agency on forms and in amounts satisfactory to each. The Lyon Company may also carry or cause to be carried such other insurance as may be required by the indenture or resolution of issuance relating to the Bonds. All premiums and charges due and payable by the Lyon Company for all of the aforesaid insurance, which is not paid as a part of the Construction Contract or from the proceeds of the Bonds, shall be paid by the Agency in accordance with the provisions of Section 7. Any such premium for a period partly within such period shall be prorated. At the option of the Agency, any insurance required of the Lyon Company hereunder may be provided by the Agency. Notwithstanding the generality of the foregoing, the Lyon Company shall not be required to maintain or cause to be maintained more insurance than is specifically referred to above or any insurance unless the same is insurance which is available from reputable insurers on the open market. The phrase "insurance" means standard policies of insurance with standard deductibles offered by reputable insurers in a competitive market. SECTION 12: Damage by Fire, Earthquake, Etc. It is expressly understood and agreed that the rentals to be paid under Section 7 hereof shall become due only in consideration of the right to occupy and use the Project from year to year, and, except as herein provided, it is the responsibility of the Lyon Company to provide such right at all times. In the event of destruction or damage to the Project by fire or earthquake or other casualty or events so that they become wholly or partly unusable, the Lyon Company, at its option, may do either of the following: 02-03-83 400SP/2273/00 -8- 4;,1- (1) Rebuild and repair the Facilities so that they shall be restored to use, in which case the Site Lease and the Project Lease shall remain in full force and effect. Any excess of insurance proceeds resulting from such destruction or damage (other than business rental interruption insurance) over the amount expended for such repairing or rebuilding, shall be paid to the Agency, or (2) Declare the Project Lease terminated and use any money collected from insurance against the destruction of or damage to the Project to the extent necessary to retire any outstanding securities or any debts or liabilities which the Agency may have; provided, however, that if the Facilities can be repaired or rebuilt within the period for which the Lyon Company has insurance against rental interruption, and if the Lyon Company shall have sufficient funds from the proceeds of insurance or otherwise for the necessary repairing of rebuilding, the Lyon Company shall not proceed under this option without the Agency's consent. During such time as the Project is unusable, rent shall cease. No further rental payments shall accrue until the Project is again ready for occupancy and rental payments already made, if any, shall be equitably abatted and adjusted accordingly. In the event of partial damage to, or destruction of, the Project, so as to render a portion thereof unusable by the Agency, such rental payments (including those already made, if any) shall during the period of the partial unusability of the Project be in an amount that represents the fair market rental value of the remainder of the Project usable by the Agency. SECTION 13: Assignment, Sublease, and Bonds. Neither the Site Lease nor the Project Lease nor any interest of either party herein shall, at any time after the date hereof, without the prior written consent of the other party, be mortgaged, pledged, assigned or transferred by voluntary act or by operation of law, or otherwise, except as specifically provided herein. The parties hereto shall at all times remain liable for the performance of the covenants and conditions on their part to be performed, notwithstanding any assigning, transferring or subletting which may be made. The Agency shall have the right to sublease or permit the use of all or any part of the Project, but nothing herein contained shall be construed to relieve the Agency from any and all of the obligations contained herein. Whenever any consent or approval is required herein, the same shall not be unreasonably withheld. Any items herein required or permitted to be done by the Lyon Company, may, if so provided under the Indenture, be performed by the Collection Agent thereunder. 02-03-83 400SP/2273/00 -9- ,�1 SECTION 14: Eminent Domain. If. the whole of the Project, or so much thereof as to render the remainder unusable for the purposes for which the same was constructed, shall be taken under the power of eminent domain, then the Site Lease and the Project Lease shall terminate as of the day possession shall be so taken. If less than the whole of the Project shall be taken under the power of eminent domain, and the remainder is usable for the Project purposes, then the Site Lease and the Project Lease shall continue in full force and effect and shall not be terminated by virtue of such taking (and the parties waive the benefit of any law to the contrary), in which event there shall be a partial abatement of the rent under the Site Lease and the Project Lease in an amount equivalent to the amount by which the annual payments of principal of, and interest on, the outstanding Bonds will be reduced in any applicable year by the application of the award in eminent domain to the call for redemption of outstanding Bonds. Any award made in eminent domain proceedings for the taking or damaging of the Project in whole or in part shall be paid to the Collection Agent for the direct benefit of the holders of the Bonds and shall be used by the Collection Agent (together with any other money which shall be or may be made available for such purpose) to call a principal amount of Bonds in each of the remaining maturities so that, as nearly as possible in the discretion of the Collection Agent, equal annual payments of principal and interest on the oustanding Bonds remaining will be maintained after said call. In the event the amount so paid to the Collection Agent shall be more than sufficient to retire the Bonds then outstanding any such excess shall be paid by the Collection Agent to the Agency. SECTION 15: Right of Entry. The Lyon Company and its duly designated representatives shall have the right to enter upon the Project during reasonable business hours (and in emergencies at all times): (i) to inspect the same, (ii) for any purpose connected with the Lyon Company's rights or obligations under the Project Lease, or (iii) for all other lawful purposes. SECTION 15: Liens. Except for payments made or required to be made under any bond indenture, the Agency shall pay or cause to be paid, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equip- ment alleged to have been furnished or to be furnished to or 02-03-83 4005P/2273/00 -10- ,'`'" for, in, upon or about the Project and which may be secured by any mechanics', materialman's or other lien against the Project, and/or the Lyon Company's interest therein, and shall cause each such lien to be fully discharged and released; provided, however, that if the Agency and/or the Lyon Company desires to contest any such lien, this may be done, and if such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof, is not promptly stayed, or if so stayed and said stay thereafter expires, then, and in any such event, the Agency shall forthwith pay and discharge said judgment. SECTION 17: Quiet Enjoyment. The parties hereto mutually covenant and agree that the Agency, by keeping and performing the covenants and agreements herein contained, shall at all times during the term, peaceably and quietly, have, hold and enjoy the Project. SECTION 18: Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder by either party to the other shall be in writing and shall be sufficiently given .and served upon the other party, if sent by.United States registered mail, return receipt requested, postage prepaid and addressed as follows: To Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street P. O. Box 190 Huntington Beach, CA 92648 Attention: Chief Executive Officer To Lyon Company: SECTION 20: Waiver. The William Lyon Company 19 Corporate Plaza Newport Beach, CA 92660 Attention: Brian Narkatis The waiver by either party of any breach by the other party of any term, covenant or condition hereof shall not operate as a. waiver of any subsequent breach of the same or any other term, covenant or condition hereof: SECTION 21: Default by Agency. If (a) Agency shall fail to pay any rental payable under the Project Lease within fifteen (15) days from the date such 02-03-83 " 400SP/2273/00 -11- /L rental is payable, or (b) Agency shall fail to keep any other terms, covenants or conditions herein for a period of twenty-five (25) days after written notice thereof from the Lyon Company to Agency, or (c) Agency shall abandon or vacate the premises, or'(d) Agency's interest in the Project Lease or any part thereof shall be assigned or transferred without the written consent of the Lyon Company, either voluntarily or by operation of law, or (e) the Agency shall file any petition or institute any proceedings wherein or whereby the Agency asks or seeks or prays to be adjudicated a bankrupt, or to be discharged from any or all of its debts or obligations, of offers to the Agency's creditors to effect a composition or extension of time to pay the Agency's debts, or asks, seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of the Agency' debts, or for any similar relief or (f) any such petition or any such proceedings of the same or similar kind or character shall be filed, instituted or.taken against the Agency, then, and in any such events the Agency shall be deemed to be in default hereunder. If the Agency should, after notice of such default, fail to remedy any default with all reasonable dispatch, in not exceeding thirty (30) days, then the Lyon Company shall have the right, at its option, without any further demand or notice (i) to terminate the Project Lease and to re-enter the Project and eject all parties in possession thereof from the Project, using all necessary force so to do, or (ii) to re-enter the Project and eject all parties therefrom, using all necessary force to do so, and, without terminating the Project Lease, re -let the Project, or any part thereof, as the agent and for the account of the Agency upon such terms and conditions as the Lyon Company may deem advisable, in which event the rents received on such re -letting shall be applied first to the expenses of re -letting and collection, including necessary renovation and alteration of the Project, reasonable attorneys' fees, and any real estate commissions actually paid, and thereafter toward payment of all sums due or to become due to the Lyon Company hereunder, and if a sufficient sum shall not be thus realized to pay such sums and other charges, the Agency shall pay the Lyon Company annually any cumulative net deficiency existing on the date when Base Rental is due hereunder. The foregoing remedies of the Lyon Company are in addition to and not exclusive of any other remedy of the Lyon Company. Any such re-entry shall be allowed by the Agency without hindrance and the Lyon Company shall not be liable in damages for any such re-entry or be guilty of trespass. SECTION 22: Default by the Lyon Company. If (a) the Lyon Company shall fail to construct the Facilities in accordance with the provisions hereof, or (b) the 02-03-83 4005P/2273/00 -12- Lyon Company shall fail to keep any other terms, covenants or conditions herein for a period of twenty-five (25) days after written notice hereof from Agency to the Lyon Company, or (c) the Lyon Company's interest in the Site Lease or any part thereof shall be'assigned or transferred without the written consent of Agency, except as permitted under Section 13 hereof either voluntarily or by operation of law, or (d) the Lyon Company shall file any petition or institute any proceedings wherein or whereby the Lyon Company asks or seeks or prays to be adjudicated a bankrupt, or to be discharged from any or all of its debts or obligations, of offers to the Lyon Company's creditors to effect a composition or extension of time to pay the Lyon Company's debts, or asks, seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of the Lyon Company's debts, or for any similar relief, or (e) any such petition or any such proceedings of the same or similar kind or character shall be filed, instituted or taken against the Lyon Company, then, and in any such events the Lyon Company shall be deemed to be in default hereunder then in any of such events the Corportion shall be deemed to be in default hereunder. If the Lyon Company should, after notice, fail to remedy any default with all reasonable dispatch, not exceeding thirty (30) days, then Agency shall have the right, at its option, to terminate the Site Lease by delivering written notice of such termination to the Corporation, and thereafter Agency shall be relieved of all obligations hereunder. SECTION 23: Execution. The Site Lease and Project Lease may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all together shall constitute but one and the same Site Lease and Project Lease, and it is also understood and agreed that separate counterparts of this Site Lease and Project Lease may be separately executed by the Lyon Company and the Agency, all with the same full force and effect as though the same counterpart had been executed simultaneously by both the Lyon Company and the Agency. SECTION 24: Validity. If any one or more of the terms, provisions, promises, covenants or conditions hereof shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by the final decision of a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions hereof shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 02-03-83 4005P/2273/00- -13- If for any reason this Site Lease and Project Lease shall be held by a court of competent jurisdiction void, voidable, or unenforceable by the Lyon Company or by the Agency, or if for any reason it is'held by such a court that the covenants and conditions of the Agency or the Lyon Company hereunder, including the covenant to pay rents hereunder, is unenforceable for the full term hereunder, than and in such event for and in consideration of the right of the Agency to possess, occupy and use the Project and the right of the Lyon Company to occupy the Site, which rights in such event are hereby granted, this Site Lease and Project Lease shall thereupon become, and shall be deemed to be, a lease from year to year under which the annual rentals herein specified will be paid by the Agency and the Lyon Company, respectively. SECTION 25: Headings. Any headings preceding the texts of the several Sections hereof shall be solely for convenience of reference and shall not constitute a part hereof, nor shall they affect its meaning, construction or effect. IN WITNESS WHEREOF, the parties hereto have caused this Site Lease and Project Lease to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, all as of the day and year first above written. THE WILLIAM LYON COMPANY, A California Corporation By: Its: REDEVELOPMENT OF THE CITY OF HUNTINGTON BEACH By: Its: 02-03-83 4005P/2273/00 -14- of A/oRTN L /n/E 5 �� / E �� , N %14 �/vi/ %4/ n E X4 5' `` 3 7: k 70 77 SEC. 3-5 TES 1¢ -7� — --- 80 — b'% --- -- i 82 83 /5 a6 867 88 &9 /C i 9/ 9Z 93 94 95 .` 17 97 S? y5 io1 I io/ -- 1/061 �.. ^ . 20 /N5 //6 1117 11 l - i 2i /2/ 122 12 - 22 127 /28 /P9 /30 /31 11 \ w 23 /33 1,54 / 35 /36' 137 � o N 25 /95 146 /47 ' /48 /�43 --8z OCK f� 246 --- �-• it �-� -� - � � �, '.C� _;i` 590 L Exhibit 9 SCHEDULE OF PERFORMANCE I. SENIOR CITIZEN CONDOMINIUM PROJECT AGENCY OBLIGATIONS Execution of Agreement Within 30 days following delivery by Participant Commence Processing Specific Plan Immediately following executioniof Agreement Securing of Preliminary Title Report Within 30 days of execution of Agree- ment Complete Site Survey Within 15 days following execution of Agreement Complete Preliminary Public Improvement Design and Specifications Within 15 days following completion of site survey Agency Approval of Conceptual Plan Within 30 days following submittal by Participant File Tentative Tract Map Concurrent with Participant's filing for Conditional Use Permit City Approval of Tentative Tract Map, Conditional Use Permit and Preliminary Plan Within 50 days after submittal by Participant CitX Approval of Rough Grading Plan Within 15 days after submittal Completion of Design and Engineering for Public Improvements Within 15 days after approval of rough grading plan Review of Working Drawings and Specifi- cations Within 15 days after submittal Complete Rough Grading and Public Improvements Within 90 days following approval of final working drawings, specifications and final grading plan PARTICIPANT OBLIGATIONS Submittal of Evidence of Insurance Within 15 days following execution of Agreement Review of Preliminary Title Report and Approval of Exceptions Within 15 days after receipt of Report Complete Soils Report Within 30 days following execution of Agreement Submit Conceptual Plan Within 15 days following completion of Preliminary Public Improvement Design and Specifications File for Conditional Use Permit and Com- plete Preliminary Plans Within 60 days following approval of Con- ceptual Plan Completion of Rough Grading Plan it i,n 30 days following approval of Preliminary Plan Completion of Final Working Drawings• and Specifications Wiyhin 120 days after completion by Agency of Public Improvement design and engineering Submittal of Final Tract Map Within 15 days following approval of final working drawings and improvement plans, specifications and final grading plan AGENCY OBLIGATIONS PARTICIPANT OBLIGATIONS City Council Approval of Final Tract Record Final Tract Map Map Within 10 days after City Council Within 30 days following submittal of approval Final Tract Map in substantial conformity with Tentative Tract Map Approval of Agency Loan Securing of Private Financing Within 90 days from approval of Final Prior to pulling building permits Tract Map, but in no event sooner than the issuance of bonds from the Rental Project Closinq-Convevance of Title to Participant Pullinq of Buil'dinq Permits Conditioned upon and concurrent with the Within 60 days following recording of pulling of building permits by Participant Final Tract Map by City Council but in no event later than 12 months from date of execution,r� Approve Final Landscaping Plan Prior to completion of construction City Issues Certificate of Occupancy Upon completion of construction II. SENIOR CITIZEN.RENTAL HOUSING PROJECT AGENCY OBLIGATIONS Execution of Agreement Within 30 days following delivery by Participant Commence Processing Specific Plan Immediately following execution of Agreement Staff Approval of Architectural and Engineering Contracts Within 10 days after receipt Securing of Preliminary Title Report Within 30 days of execution of Agree- ment Complete.')'Site Survey Within 15 days following execution of Agreement Complete Preliminary Public Improvement Design and Specifications Within 15 days following completion of site survey Agency Approval of Conceptual Plan Within 30 days following submittal by Participant Commence Construction Within 15 days following issuance of permits Complete Final Landscaping Plan Prior to completion of construction Completion of Construction Within 24 months from date of closing Payment to Agency from Proceeds of Sale Within 15 days after closing of each sale Bonus' Payment to Agency Upon completion of final fied by Agency PARTICIPANT OBLIGATIONS sales and veri- Submittal of Evidence of Insurance Within 15 days following execution of Agreement Select Architectural and Engineering Firms Within 15 days following execution of Agreement Review of Preliminary Title Report and Approval of Exceptions— Within 15 days after receipt of Report Complete Preliminary Soils Report Within 30 days after execution of Agree- ment Submit Conceptual Plan Within 30 days following completion of Preliminary Public Improvement Design and Specifications AGENCY OBLIGATIONS Commencement of Project Lease Payment Obligation Upon issuance of Certificate of Completion PARTICIPANT OBLIGATIONS Commencement of Site Lease Payment Upon issuance of Certificate of Completion AGENCY OBLIGATIONS File Tentative Tract Map and Use Permit Concurrent with Participant's filing for Preliminary Plans ' City Approval of Tentative Tract Map, Use Permit and Preliminary Plan Within 50 days after submittal of Prelimi- nary Plans by Participant City Approval of Rough Grading Plan Within 15 days after submittal Completion of Design and Engineering for Public Improvements Within 15 days after approval of rough grading plan Review of Working Drawings and Specifica- tions Within 15 days after receipt Submittal of Final Tract Map Within 15 days following approval of final working drawings, specifications and final grading plan Complete Rough Grading and Public Improve- ments Within 90 days following approval of final improvement plans, specifications and final grading plan; said improvements to be coordinated with. Participant's Development of Site City Council Approval of Final Tract Map Within 30 days following submittal of a Final Tract,Map i.n substantial conformity with Tentative Tract Map Record Final Tract Map Upon City Council approval Approval of Bids Within 10 days after receipt from Participant Tax Exempt Financing Within 45 days after approval of bids Closing -Execution of Lease Concurrent with pulling of building permits Approve"' Final Landscaping Plan Prior to completion of construction City Issues Certificate of Occupancy Upon completion of construction PARTICIPANT OBLIGATIONS Complete Preliminary Plans Within 60 days following approval of Conceptual Plan Completion of Rough Grading Plan Within 30 days following approval of Preliminary. Plan Completion of Final Working Drawings and Specifications Within 120 days after completion by Agency of Public Improvement design and engineering Receipt of Bids Within 30 days after approval of final working drawings and speciffcati'ons Review of Bids Within 15 days after receipt Pulling of Building Permits Within 15 days following approval of tax exempt financing Lease Concurrent with pulling of building permits Commence Construction Wi.thi;n 15 days following issuance of permits Complete Final Landscaping Plan Prior to completion of construction Completion of Construction Within 12 months from date of closing Exhibit 10 SCOPE OF DEVELOPMENT I. DEVELOPMENT BY PARTICIPANT The Participant shall cooperate with the Agency in designing the overall Terry Park Senior Citizen Housing Project and coordinating this.:design with the engineers and architects working on development schemes for the adjoining properties. The improvements designed and constructed by Participant shall produce a development of high architectural and aesthetic quality and with appropriate landscaping, open spaces and recreational facilities, result in a pleasing and harmonious residential environment. The shape, scale of volume, exterior design and exterior finish of each building must be visually and physi- cally compatible with the adjacent buildings within the Talbert -Beach Redevelop- ment Project Area and complement the overall residential neighborhood within which the Project Area is located. The specific improvements which the Parti- cipant must construct are as.follows: A. Condominium Project Participant shall design and construct a senior citizen condominium complex which will provide, at a minimum,,ninety-six`:(96) one- and two -bedroom condominium units. Participant shall also construct and assure the main- tenance 6f improvements such as paving, sidewalks, lighting, sprinklers and other items typically required as part of a project of this nature. B. Rental Housing Project Participant shall design and construct a senior citizen rental housing project which will provide, at a minimum, one hundred and twenty-four (124) units, allocate; twenty-five percent (25%) as studio and seventy-five percent (75%) one-bedroom.apar.tments. 'In addition, one (1) two -bedroom manager's unit will be provided. The Rental Project will be comprised of two-story, walk- up, frame buildings with a commonlrecreational 4meniti-es-and•office. Studio units will be no smaller than 375 gross square feet in area and one -bedroom units no,less than 465 gross square feet in area. Each unit will be served directly by a minimum of one hundred (100) square feet of private recreational space. Participant shall make an effort to provide adequate storage space within each unit and shall furnish each unit with built-in cabinets, sinks, stoves, ovens, bath and shower facilities, a garbage disposal and individually controlled heating system. Sufficient common laundry facilities shall be provided within the complex. C. Other Improvements and Conditions I. Block wall and landscaped buffer -- Participant shall design and construct, at a minimum, a six foot (6') block wall and five foot (5') landscaped buffer along the entire project boundary line which separates the Terry Park Senior Citizen Housing Project from the industrially zoned property to the west and north of the Site. 2. Parkin T. -- • - Participant shall construct parking lots in a manner and location which will provide convenient access to each unit. The parking requirement for the Rental Project is a minimum of .85 spaces per unit and a minimum of 1.25 spaces per each unit for the Condominium Project. 3. Landscaping Participant shall embellish all open spaces, including setback areas within the Site, with landscaping which will include trees, shrubs and other plants, landscape containers, plaza furniture, top soil, soil preparation, automatic irrigation and landscaping and pedestrian light- ing. F-4i bi t 10 (continued) 4. Energy"Conservation, _ Participant shall evaluate the feasibility of using passive solar heat- ing to serve the Rental:':Housing Project and shall assess and incorporate into the plans for each project appropriate energy saving -design con- cepts, facilities and improvements which are proven cost effective. 5. Accessible Units Participant shall in theN design and construction of the Rental Project provide that twenty percent (20%) of the ground level units be "acces- sible" to the disabled persons and that ten percent (10%) of the ground level units within the Condomi`nium Project be "accessible" to the dis- abled person. �\ 6. Other Controls Other controls and restrictions consistent with the Agreement and exist- ing City codes and ordinances shall be adhered to by Participant in the design and construction of the Terry Park Senior -Citizen Housing Project. In addition, the Agency will also be establishing specifications consis- tent with this agreement including, but not limited to, the size of parking spaces, landscaping and land coverage, setbacks, screening, height of buildings, lighting, building materials and traffic access. II. DEVELOPMENT BY AGENCY — The Agency, prior to construction of improvements on the Site, and without ex- pense to Participant, shall prepare the Site for development by providing required fill and necessary compacting per required standards, if needed, and carrying out the rough grading as set forth in the;,appr v rough gra d ing plan. -In addition, the Agency shall design, construct o therwise pro- vide the public streets, sidewalks, curbs and gutters and str et lighting which will serve the Site and the necessary public utility mains which will be required by the project. These public improvements and utilities will be provided prior to the completion of construction by Participant on the Site. NN RESOLUTION NO. 66. RESOLUTION OF THE HUNTINGTON BEACH REDEVELOPMENT AGENCY APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND THE WILLIAM LYON COMPANY AND AUTHORIZING THE EXECUTION THEREOF WHEREAS, the Huntington Beach Redevelopment Agency ("Agency") is authorized to conduct redevelopment activities within the Talbert -Beach Project Area ("Project Area"), which activities include the acquisition and conveyance of real property for private development; and WHEREAS, the Agency desires to. enter into a Disposition and Development Agreement (the "Agreement") with the William Lyon Company, a California Corporation ("Participant") substantially in the form attached hereto, which ,Agreement provides for the conveyance of certain real property; located within the Project Area and specifically described in the Agreement, from the Agency to the Participant and the improvement of said real property by the Participant as.a senior citizen housing project; and WHEREAS, the Agency and the City Council of the City of Huntington Beach ("City Council") have conducted a duly noticed joint public hearing regarding the Agreement in accordance with California Health and Safety Sections 33431 and 33433; and WHEREAS, a copy of the Agreement and the summary setting forth the matters required by California Health and Safety Code Section 33433 have been made available for public inspection and copying. NOW, THEREFORE, the Huntington Beach Redevelopment Agency does hereby resolve as follows: Section 1: The Agency hereby approves. the form of the Agreement attached hereto and hereby authorizes the Chairman and Clerk of the Agency to execute said Agreement on behalf of the Agency, subject to the approval of the Agreement by the City Council. PASSED AND ADOPTED this 7th day of February 1983. ATTEST: Agency Clerk Chairman APPROVED AS TO FORM: INITIATED AND -APPROVED AS TO CONTENT: Director, Business and In ustria Enterprise APPROVED AS TO FORM AND CONTENT: R DLIN , Y CCA, CA99SON, RAUTH Special Redevelopmenit Counsel APPROVED: Chief Executive icer Res. No. 66 STATE OF CALIFORNIA } COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency -of the City of Huntington Beach,'California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 7th day of February' 19 83, and that it was so adopted by the following vote: AYES: Members: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, -Kelly NOES: Members: ABSENT: Members: None Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. r�. RESOLUTION NO. 65 RESOLUTION OF THE HUNTINGTON BEACH REDEVELOPMENT AGENCY APPROVING THE ACQUISITION OF CERTAIN SURPLUS PROPERTY FROM THE CITY OF HUNTINGTON BEACH WHEREAS, the Huntington Beach Redevelopment Agency ("Agency") is responsi- ble for implementing the Redevelopment Plan for the Talbert -Beach Redevelopment Project; and WHEREAS, the City Council of the City of Huntington Beach has declared certain City -owned property within the Talbert -Beach Redevelopment Project Area as surplus and has approved the sale of said surplus property to the Huntington Beach Redevelopment Agency at not less than fair market value, but under terms and conditions as shall be established and approved by the Huntington Beach Redevelopment Agency; and WHEREAS, Section 33396 of Article 7 of Division 24 of the California Health and Safety Code provides that the Agency may accept conveyance of real property owned by the City and that the Agency may dispose of such property for develop- ment purposes, NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach does resolve as follows: Section 1: The Chief Executive Officer of the Redevelopment Agency is hereby authorized and directed to have prepared for the Chairman's signature the appropriate documents needed to acquire from the City of Huntington Beach the surplus property more particularly described as follows: Parcel 1: Block D of the south half of Block C of Tract No. 570, as shown on a map recorded in book 19, page 41 of Miscellaneous Maps, records of Orange. County, California. Excepting therefrom the southerly'360 feet of Block D. Parcel 2: The.south half of the east half of the northeast quarter of the northwest quarter of the northeast quarter of.Section 35, Township 5 south, Range 11 west in the Rancho Las Bolsas, as shown on a map recorded in book 51, page 7 and following of Miscellaneous Maps, records of Orange County, California. Excepting therefrom all minerals, gas, oil petroleum, naptha and other hydrocarbon substances in and under said land, together with all necessary and convenient rights to explore for, develop, produce, extract and take the same subject to the express limitation that any and all operations for the exploration, development, production, extraction and taking of any of said substances shall be carried on at levels below the depth of 500 feet from the surface of said land by means of mines, wells, derricks and/or other equipment from surface locations on adjoining or neighboring land lying outside the above described land and subject further to the express limitation that the foregoing reservation shall in no way be interpreted to include any right of entry in and upon the surface of said land. Parcel 3: The east 10 feet of the northwest quarteh of the northeast quarter of the northwest quarter of the northeast quarter of Section 35, Township 5 south, Range 11 west. Section 2: The Redevelopment Agency shall hereby accept conveyance of said property from the City of Huntington Beach for the fair market value of the pro- perty which is determined to be $2,750,000. The Agency will compensate the City for said conveyance from, and at the times Agency receivespthe proceeds from the sale of the 5-acre industrial site and from future tax increment dollars. A ten percent (10%) annual interest rate shall be applied to any unpaid balance of the original sales price from this day forward until the full sales price is paid. Section 3: The Chief Executive Officer to solicit proposals from private parties an tion and development of that portion of the nated for industrial use. ' Passed, approved and adopted this 7th ATTEST: gency Clerk INITIATED AND APPROVED AS TO CONTENT: Director, Business and Industrial Enterprise 'APPROVED AS TO FORM: Agency Couns Chief Executive Of cer is hereby authorized and directed d development firms for the acquisi- property which is currently desig- day of February , 1983. C airman APPROVED AS TO FORM AND CONTENT: STRADLING, YOC M, CARLS RAUTH Special Legal Counsel L$7, APPROVED: Res. No. 65 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) G I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the City of Huntington Beach,'California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 7th day of .February' , 19 83, and that it was so adopted by the following vote: AYES: Members: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey; Kelly NOES: Members: None ABSENT: Members: None Clerk -of the Redevelopment Agency of the City of Huntington Beach, Ca. RESOLUTION NO. 64 RESOLUTION OF THE HUNTINGTON BEACH REDEVELOPMENT AGENCY DETERMINING THAT THE CONSTRUCTION OF. CERTAIN OFF -SITE PUBLIC IMPROVEMENTS IN CONNECTION WITH THE DEVELOPMENT OF THE SENIOR CITIZEN HOUSING PROJECT PURSUANT TO A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE HUNTINGTON BEACH REDEVELOPMENT AGENCY AND THE WILLIAM LYON COMPANY IS OF BENEFIT TO THE TALBERT-BEACH REDEVELOPMENT PROJECT AND THE IMMEDIATE NEIGHBORHOOD IN WHICH THE PROJECT IS LOCATED; DETERMINING THAT THERE ARE NO OTHER REASONABLE MEANS OF FINANCING SAID IMPROVEMENTS; AND AUTHORIZING THE DRAFTING AND DELIVERY OF A REIMBURSEMENT AGREEMENT WHEREAS, the Huntington Beach Redevelopment Agency ("Agency") is authorized to carry out the redevelopment of the Talbert -Beach Redevelopment. Project Area (the "Project Area"); and WHEREAS, the Redevelopment ,Plan for the Project Area authorizes the Agency to pay all or part of the value of the demolition and clearance of property in preparation for the construction of public improvements thereon as well as the construction of said public improvements; and 7 WHEREAS, the Agency has entered. into that certain Disposition and Development Agreement ("Agreement") with the William Lyon Company (the "Participant") which calls for the Agency to construct certain off -site public improvements in conjunction with the development of a senior citizen housing project and which will require that the Agency contract for the construction of said off -site improvements which will be financed from tax increment generated by the development of the Talbert -Beach Redevelopment Project; and WHEREAS, California Health and Safety Code Section 33445 provides that an Agency may, with the consent of the legislative body, pay all or part of the value of public buildings, facilities, structures or other improvements upon a finding that such public improvements are of benefit to the Project Area or the immediate neighborhood in which the project is located and that there is no other reasonable means of financing such public improvements available to the community. NOW, THEREFORE, the Huntington Beach Redevelopment Agency does hereby resolve as follows: Section 1: The Redevelopment Agency hereby determines that the acquisition for and construction and installation of certain off -site public improvements, more particularly described in the Agreement, by the Agency will be of benefit to the Project Area and the surrounding neighborhood in which the project is located. Section 2: The Redevelopment Agency further determines that no 'other reasonable meahs of financing the acquisition for and construction and installation of said off -site public improvements is available. 'ection 3: The Redevelopment Agency hereby ' authorizes the Chief Executive Officer to draft and deliver to the Agency a cooperative agreement which will provide that the City of Huntington Beach undertake the necessary tasks required to provide the acquisition for and public improvements required under the terms of the Agreement, and that requires that the City be reimbursed for part or all of its expenses as future Agency funding permits. PASSED AND APPROVED this 7th ATTEST: �Z/Agencyv C erk APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: V Director, Business and Industria Enterprise day of February 1983. hairman APPROVED AS TO FORM AND CONTENT: "7- STRADLIN , YOCCA, CARLS AUTH Special Redevelopment Counsel APPROVED: Chief Executive Officer Res. No. 64 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 7th day of February ' , 1983 , and that it was so adopted by . the following vote: AYES: Members: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, Kelly NOES: Members: None ABSENT: Members: None P .f Tfi r' of the a eve opment Agency of the City of Huntington Beach, Ca. RESOLUTION NO. 63 RESOLUTION OF,THE HUNTINGTON BEACH REDEVELOPMENT AGENCY BEACH MAKING CERTAIN DETERMINATIONS RELATING TO CEQA COMPLIANCE IN CONNECTION WITH THE DEVELOPMENT OF THE WILLIAM LYON COMPANY PROJECT WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency")* is responsible for implementing the Redevelopment Plan for the Talbert -Beach Redevelopment Project; and WHEREAS, an Environmental Impact Report ("EIR") was prepared in connection with the adoption of the Redevelopment Plan; and WHEREAS, Public Resources Code Section 21090 provides that all public .and private actions taken in connection with adoption and implementation of a redevelopment plan constitute a single project; and WHEREAS, the proposed developmentof the senior citizen housing projects pursuant to the Disposition and Development Agreement (the "Agreement") between the Agency and the William Lyon Company is consistent with the Redevelopment Plan; NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach does hereby find, determine and resolve as follows: Section 1: Having reviewed the proposal to develop the senior citizen housing projects pursuant to the Agreement and being familiar with the EIR prepared in connection with the adoption of the Redevelopment Plan, the Agency does hereby find and determine that the proposed development does' not involve any significant environmental impacts which were not considered by the EIR or which would require a substantial revision of the EIR. Section 2: It is hereby determined that no subsequent or supplemental EIR is req�e3 in connection with the proposed development. Section 3: The staff is hereby authorized and directed to file a notice of determination with the County Clerk. PASSED AND ADOPTED this 7th day of February ,'1983. ATTE ST : 6ZAgency C erk Chairman APPROVED AS TO FORM: INITIATED' AND APPROVED AS TO CONTENT: Director, Business and Industria Enterprise APPROVED AS TO FORM AND CONTENT: 7PA.6- S R DLING, YOCC , CARL N, RAUTH Special Redevelopment Counsel APPROVED: Chief Executive Officer It Res. No. 63 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the City of Huntington Beach,'California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 7th day of February 1983 and that it was so adopted by the following vote: AYES: Members: NOES: f Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, Kelly Members: None ABSENT: Members: None oo j- Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. 6 REQUEST FOR CITY COUNCIL ACTION RH 83-25 Date December 27, 1983 Submitted to: Honorable Mayor and City Council Members lG11W ?eooveo Foam Submitted by: Charles W. Thompson, City Administrator 1J,)eA + 47- j�?,'ror Prepared by: Office of Business $ Industrial Enterprise Subject: ESTABLISHING POLICY TO RESPOND TO MARKET CONDITIONS WITH RESPECT TO THE SALE OF TERRY PARK SENIOR CITIZEN CONDOMINIUM UNITS Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: �1 STATEMENT OF ISSUE: Because senior citizen housing reflects a very limited segment of the overall housing market, the William Lyon Company is concerned about the imposition of the minimum age restriction of 60 years old on their condominium project. They have asked that the City Council commit to pursue a reduction in that age restriction, if the market experience warrants such a change. The attached resolution reflects such a commitment by the City Council. RECOMMENDATION: Approve the attached resolution. ANALYSIS: Since there is very limited experience to draw from concerning the sale of condominium units in the City of Huntington Beach to households with at least one member being 60 years of age or older, the William Lyon Company has requested that the City Council cooperate with them in broadening the market base by reducing the age restriction if, in fact, there are insufficient sales after the initial units have been placed on the market. Staff feels that this is a reasonable request, as long as a sincere effort has been made to market and sell the units under the 1160 years of age" restriction at a reasonable price per unit. The attached resolution establishes what staff feels would be a reasonable price and time frame under which the initial marketing should occur. ALTERNATIVES: 1. Not approve the resolution. 2. Establish different time frame-and.minimum age. ATTACHMENTS: 1. Resolution No. CWT:TT: 1p P10 4/81 RESOLUTION NO. 53�� A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ESTABLISHING A TIME FRAME AND POLICY FOR RESPONDING TO THE MARKET CONDI- TIONS WITH RESPECT TO THE SALE OF THE TERRY PARK SENIOR CITIZENS CONDOMINIUM UNITS . I WHEREAS, the William Lyon Company, in cooperation with the City of Huntington Beach and the Huntington Beach Redevelopment Agency has committed to the development of 96, senior citizen condominium units within the Talbert - Beach Redevelopment Project Area; and WHEREAS, The William Lyon Company will, in the very near future, commence construction of Phase I of the senior citizen condominium project which will involve, at a minimum, sixteen (16) units. NOW, THEREFORE, BE IT RESOLVED: 1) Staff will immediately commence a review of the factors which established the basis upon which the Senior Citizen Suffix Zoning Standards were established; and 2) Upon such review, staff will prepare alternative recommendations for making adjustments to said standards, such as a reduction in the age restriction and offsetting changes in density and parking requirements, if market conditions warrant; and 3) Staff will monitor the sales of the Lyon Company Phase I condominium units and other comparable projects in the City and surrounding communities, and if the Lyon Company units are priced under $67,000 and within sixty (60) days following completion of Phase I, at least eight (8) of the sixteen (16) units are not sold or in escrow, staff will initiate recommendations to the Planning Commission for making appropriate adjustment to the Senior Citizen Zoning Suffix which will .include the possibility of reducing the age restriction from sixty (60) to fifty-five (55) and making appropriate adjustments in parking and density requirements. PASSED AND ADOPTED this day of ATTEST: City Clerk APPROVED AS TO FORM: /-3-� City Attorney i\ , 1984. Mayor INITIATED AND APPROVED AS TO CONTENT: J�)- �2;inxl Director, Business & Industrial rprise APPROVED City Administrator ('9 RESOLUTION NO. S,3 Y3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ESTABLISHING A TIME FRAME AND POLICY FOR RESPONDING TO THE MARKET CON- DITIONS WITH RESPECT TO THE SALE OF THE TERRY PARK SENIOR CITIZENS CONDOMINIUM UNITS WHEREAS, The William Lyon Company, in cooperation with the C' y of Huntington Beach and the Huntington Beach Redevelopment Agency as committed to the development of 96 senior citizen condominium units wit 'n the Talbert - Beach Redevelopment Project Area; and WHEREAS, it is recognized that the purpose of.this delopment is to serve a limited market of senior citizen households; NOW, THEREFORE,.be it resolved: 1) That if upon the completion of the model nits for the project and the public offering of the senior u its for sale during a time period of, at least 60 days foll9wing completion of the models, and if said offering is at a/price of under $67,000 per unit, and sales are not occurri/ng at an acceptable rate, then the City Council will immediately pursue legislative actions which will reduce the ag/ restriction on the second story units from 60 to 55. / 2) If, after another 60 day period, sales are still going at a slow pace, then the City Council will immediately pursue legislative actions which/will reduce the age restriction on the entire project, from 60 to 55. PASSED AND ADOPTED this day of 1983. ATTEST: City Clerk Mayor APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: h41I h "' ,. "gab.2" City ttor ey Director, Business & Industrial Enterprise APPROVED: City Administrator 1 L. Authorized to Publish Advertisements of all kinds; including public notices by Decree of the Superior Court of Orange County, California, Number A-6214, dated 29 September, 1961, and A•24831, dated 11 June, 1963. STATE OF CALIFORNIA County of Orange Public Notiq Advising covind by this affidavit i, cot in 7 point with 10 pica column width. I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the Orange Coast DAILY PILOT, with which is combined the NEWS -PRESS, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of California, and that a Notice of Joint Public Hearing CITY COUNCIL'OF HUNTINGTON BEACH of which copy attached hereto is a true and complete copy, was printed and 'published in the Costa Mesa, Newport .Beach, Huntington Beach, Fountain Valley, Irvine, the South Coast communities. two Laguna Beach issues, of said newspaper for consecutive weeks to, wit the issue(s) of January 11 198 •3 January •8 168 3 . 198 198 198 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on January 8 -at Costa Mesa, California. si , 1 §8 3 f N 7s ILBUP C NOTICE NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON THE PARTICIPATION AGREEMENT BETWEEN THE 'REDEVELOPMENT AGENCY AND THE WILLIAM LYON COMPANY NOTICE IS HEREBY GIVEN that the City Council of the City of� Huntington Beach• and the Redevelopment Agency of the Cityj of Huntington Beach will hold a joint public hearing on January 17, 1983,1 at 7:30 p.m., in the City Council Chambers, City Hall, 2000 Mainl Street, Huntington Beach,' California, to consider and act upon' the Participation Agreement between the Redevelopment Agency of the City of Huntington Beach and the William Lyon; 'Company, and the sale of the land; pursuant thereto. The agreements''((( provide for the development of � senior citizen .condominiums and rental housing on sites within the Talbert -Beach Redevelopment Project Area. Descriptions of the sites can be found in the Participation Agreement. ' The terms of the sale of property between the Agency and the William Lyon Company are set forth in the'; Participation Agreement. The proposed projects are covered by a final environmental impact report for the Talbert -Beach; Redevelopment Project Area, for which a Notice of Determination', was filed on September 7, 1982. ' Copies of. the Participation Agreement and the environmental impact report are'on file for public inspection and copying, for the cost of duplication at the office of the City Clerk, City of, Huntington Beach, 2000 Main Stree, r Huntington Beach, California, between the.hours of 8:00 a.m. and 1 6:00 p.m., Monday through Friday, 1 exclusive of holidays., Interested persons may submlt a written comments addressed to the; 1. Director of Business and Industrial', Enterprise of the City of 1i Huntington Beach, P.O. Box 190, i e Huntington Beach, California 92648 rt prior to the hour of 5:00 p.m. on January 14, 1983. At the time and place noted above -all persons Interested in the above matter may appear and be heard. y Published Orange Coast Daily. i Pilot, Jan. 1 and 8, 1983 3 5740-82 I PROOF OF PUBLICATION I .— '9 • Authorized to Publish Advertisements of all kinds, by Decree of the Superior Court including public notices of Orange County, California, Number A-6214, dated 29 September, 1961, and A-24831, dated 11 June, 1963. STATE OF C A L I F O R N 1 A PUBLIC NOTICE County of Orange 1 NOTICE OF A JOINT'PUBLIC + HEARING BY THE CITY COUNCIL Public Nori<. Advertising covecod by this affidavit is set in 7 point with 10 OF THE CITY OF HUNTINGTON pica column width. i B E A C H A N D T H E REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON I BEACH ON. THE PARTICIPATION I am a Citizen of the United States and a resident Of AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND the County aforesaid; I am over the age of eighteen THE WILLIAM LYON COMPANY NOTICE IS HEREBY GIVEN that years, and not a party to or interested in the below the City Councii of the City of Huntington Beach and the entitled matter. I am a principal clerk of the Orange Redevelopment Agency of the City, of Huntington Beach will hold a joint Coast DAILY PILOT, with which is combined the public hearing on'January 17, 1983, at 7:30 p.m., In the City Council NEWS -PRESS, a newspaper of general circulation, chambers, City Hall, n.,B Main Street, Huntington., Beach, printed and published in the City of Costa Mesa, California, to consider and act upon the Participation Agreement County of Orange, State of California, and that a between the Redevelopment Agency of'the 'City of Huntington Notice of Public Hearing Beach and the William Lyon Company, and the sale of the land CITY OF HUNTINGTON BEACH i pursuant thereto. The agreements provide for the development of senior citizen condominiums and i rental housing on sites within the I of which copy attached hereto is a true and complete PProject Arroject Areacn Redevelopment i ea. Descriptions of the , copy, was printed and 'published in the Costa Mesa, sites can be found In thei Participation Agreement. f Newport Beach, Huntington 'Beach, Fountain Valley, The terms of the sale of property I 1 between the Agency and the William Irvine, the South Coast corgimunities and Laguna Lyon Company are set forth In the J+ Participation Agreement. " Beach issues of said newspaper for two The proposed projects are covered by a final environmental consecutive weeks to, wit the 1SSueis) Of Impact report for the Talbert -Beach Redevelopment Project Area, for l� which a Notice of Determination was filed on September 7, 1982. Copies of the Participation Agreement and the environmental January i 198 3 for I spection and copyngact rort are onifor the oast of duplication at the office of the City Clerk, City of Huntington January 8 198 3 Beach, 2000 Main Stree, Huntington Iretwee he hours of 8:00a.mand 5:00 p.m., Monday through .Friday, exclusive of holidays. 198 Interested -persons may submit written comments addressed to the Director of Business and Industrial 198 - Enterprise of -the City off Huntington Beach, P.O. Box 190S. Huntington Beach, California 92648 i prior to the hour.of 5:00 p.m. on I January 14, 1983. i 198 i At the time and place noted above, all persons Interested In the above matter may appear and be I Heard. I declare, under penalty of perjury, that the Published Orange Coast Daily foregoing is true and correct. 9Pllot, Jan: 1 and 8, 1983 5740-82 Executed on January 8 , 1083 at Costa Mesa, California. C-1A -0 . _1_0 "__7s7g_natu I re �•_ PROOF OF PUBLICATION RESOLUTION NO. 521.7 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH MAKING CERTAIN DETERMINATIONS RELATING TO CEQA COMPLIANCE IN CONNECTION WITH THE DEVELOPMENT OF THE WILLIAM LYON COMPANY PROJECT WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency")- is responsible for implementing the Redevelopment Plan for the Talbert -Beach Redevelopment Project; and WHEREAS, an Environmental Impact Report ("EIR") was prepared in connection with the adoption of the Redevelopment Plan; and WHEREAS, Public Resources Code, Section 21090 provides that all public and private actions taken in connection with adoption and implementation of a .,redevelopment plan constitute a single project; and WHEREAS, the proposed development of the senior citizen housing projects pursuant to the Disposition and Development Agreement (the "Agreement") between the Agency and the William Lyon Company is consistent with the Redevelopment Plan; NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby find, determine and resolve as follows: Section 1: Having reviewed the proposal to develop the senior citizen residential housing projects pursuant to the Agreement and being familiar with the EIR prepared in connection with the adoption of the Redevelopment Plan, the Agency does hereby find and determine that the proposed development does not involve any significant environmental impacts which were not considered by the EIR or which would require a substantial revision of the EIR. Section 2: It is hereby determined that no subsequent or supplemental EIR is required in connection with the.proposed development. Section 3: The staff is hereby authorized and directed to file a notice of determination with the County Clerk. PASSED AND ADOPTED this 7th day of February ,J 983. ATTEST: J4,y��� • City er ayor APPROVED AS TO FORM: , FMAW-a A', _ INITIATED AND APPROVED AS TO CONTENT: Director, Business and 1ndustr—ial. Enterprise APPROVED AS TO FORM AND CONTENT: S RADL NG, YOCCA, CARL)91N, RAU H Special Redevelopment ounsel APPROVED: C1 y Administrator f Res. No. 5217 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 7th -day of February 19 83 , by the following vote: AYES: Councilmen: NOES: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, Kelly Councilmen: None ABSENT: Councilmen: None City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California RESOLUTION NO. 5218 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH DETERMINING THAT THE CONSTRUCTION OF CERTAIN OFF -SITE PUBLIC IMPROVEMENTS IN CONNECTION WITH THE DEVELOPMENT OF THE SENIOR CITIZEN HOUSING PROJECTS PURSUANT TO A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE HUNTINGTON BEACH REDEVELOPMENT AGENCY AND THE WILLIAM LYON COMPANY IS OF BENEFIT TO THE TALBERT-BEACH REDEVELOPMENT PROJECT AND THE IMMEDIATE NEIGHBORHOOD IN WHICH THE PROJECT IS LOCATED; DETERMINING THAT THERE ARE NO OTHER REASONABLE MEANS .OF FINANCING SAID IMPROVEMENTS; AND AUTHORIZING THE DRAFTING AND DELIVERY OF A REIMBURSEMENT AGREEMENT WHEREAS, the Huntington Beach Redevelopment Agency ("Agency") is authorized to carry out the redevelopment of the Talbert -Beach Redevelopment Project Area (the "Project Area"); and WHEREAS, the Redevelopment Plan for the Project Area 'authorizes the Agency to pay all or part of the value of the demolition and clearance of property in preparation for the construction of public improvements thereon as well as the construction of said public improvements; and WHEREAS, the Agency has entered into that certain Disposition and Development Agreement ("Agreement") with the William' Lyon Company (the "Participant") which calls for the Agency to construct certain off -site public improvements in conjunction with the development of a senior citizen housing project and which will require that the Agency contract for the construction of said off -site improvements which will be financed from tax increment generated by the development of the Talbert -Beach Redevelopment Project; and WHEREAS, California Health and Safety Code Section 33445 provides that an Agency may, with the consent of the legislative body, pay all or part of the value of public buildings, facilities, structures or other improvements upon a finding that such public improvements are of benefit to the Project Area or the immediate neighborhood in which the project is located and that there is no other reasonable means of financing such public improvements available to the community. NOW, THEREFORE, the Huntington Beach City Council does hereby resolve as follows: Section 1: The City Council hereby determines that the acquisition for and construction and installation of certain off -site public improvements, more particularly described in the Agreement, by the Agency will be of benefit to the Project Area and the surrounding neighborhood in which the project is located. Section 2: The City Council further determines that no other reasonable means of financing the acquisition for and construction and installation of said off -site public improvements is available. J 1,--tion 3: The City Council hereby authorizes the City Administrator to draft and deliver to the City Council a cooperative agreement which will provide that the City of Huntington Beach undertake the necessary tasks required to provide the acquisition for and public improvements required under the terms of the Agreement, and that requires that the City be reimbursed for part or all of its expenses as future Agency -funding permits. PASSED AND APPROVED this 7th day of February 1983. ATTEST: City Clerk APPROVED AS TO FORM: Ci ttorney INITIATED AND APPROVED AS TO CONTENT: Director, Business and Industria Enterprise APPROVED AS TO FORM AND CONTENT: STRA LNG, YOCCA, CARLSO , RAUTH Special Redevelopment Counsel APPROVED: l . City A ministrator Res. No. 5218 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 7th day of February 19 83 by the following vote: AYES: Councilmen: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, Kelly NOES: Councilmen: None ABSENT: Councilmen: None City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California RESOLUTION NO. 5219 a»�t� A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE SALE OF CERTAIN';SURPLUS REAL PROPERTY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY WHEREAS, the City Council of the City of -Huntington Beach has previously declared a 10-acre parcel of land north and adjacent to Terry Park, between Talbert Avenue and Taylor Drive, surplus and stated its intention to sell said City -owned property; and WHEREAS, said 10-acre parcel is located within the Talbert -Beach Redevelop- ment Project Area and is proposed to be acquired by the Huntington Beach Redevelop- ment Agency for redevelopment purposes, NOW, THEREFORE, the City Council of the City of Huntington Beach does re- solve as follows: Section 1: The City Administrator is hereby authorized and directed to have prepared for the Mayor's signature the appropriate documents needed to convey to the Huntington Beach Redevelopment Agency the surplus property more particularly described as follows: Parcel 1: Block D of the south half of Block C of Tract No. 570, as shown on a map' recorded in book 19, page 41 of Miscellaneous Maps, records of Orange 7",4 County, California. Excepting therefrom the southerly 360 feet of Block D. Parcel 2: The south half of the east half of the northeast quarter of the northwest quarter of the northeast quarter of Section 35, Township 5 south, Range 11 west in the Rancho Las Bolsas, as shown on a map recorded in book 51, page 7 and following of Miscellaneous Maps, records of Orange County, California. Excepting therefrom all minerals, gas, oil, petroleum, naptha and other hydrocarbon substances in and under said land, together with all necessary and convenient rights to explore for, develop, produce, extract and take the same subject to the express limitation that any and all operations for the exploration, development, production, extraction and taking of any of said substances shall be carried on at levels below the depth of 500 feet from the surface of said land by means of mines, wells, derricks and/or other equipment from surface locations on adjoining or neighboring land lying outside the above described land and subject further to the express limitation that the foregoing reservation shall in no way be interpreted to include any right of entry in and upon the surface of said land. Parcel 3• i The east 10 feet of the northwest quarter of the northeast quarter of the northwest quarter of the northeast quarter of Section 35, Township 5 south, Range 11 west. Section 2: The City Administrator is hereby authorized and directed to sell said surplus property to the Huntington Beach Redevelopment Agency for fair market value which is determined to be $2,750,000. The Agency will com- pensate the City for said conveyance from, and at the times Agency receives, the proceeds from the sale of the 5-acre industrial site and from future tax increment dollars. A ten percent (10%) annual interest rate shall be applied to any unpaid balance of the original sales price from the date that the Redevelopment Agency accepts the conveyances of the property until the full sales price is paid. PASSED AND APPROVED by the City Council of the City of Huntington Beach, California at a regular meeting thereof held on the 7th day of February , 1983. ATTEST: 04 INITIATED AND APPROVED AS TO CONTENT: Director, Business and Industrial Enterprise, 44 �• Mayor APPROVED AS TO FORM: C4tyttorne APPROVED: City Administrator Res. No. 5219 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio'Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the.members of said City Council at a regular meeting thereof held on the 7th day of February 19 83 by the following vote: AYES: Councilmen: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, Kelly NOES: Councilmen: None ABSENT: Councilmen: None City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California RESOLUTION NO. 5220 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE SALE OF CERTAIN REAL PROPERTY PURSUANT TO A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE HUNTINGTON BEACH REDEVELOPMENT AGENCY AND THE WILLIAM LYON COMPANY WHEREAS, the Huntington Beach Redevelopment Agency ("Agency") is authorized to conduct redevelopment activities within the Talbert -Beach Project Area ("Project Area"), which activities include the acquisition and conveyance of real property for private development; and WHEREAS, the Agency desires to -enter into a Disposition and Development Agreement (the "Agreement") with the William Lyon Company, a California Corporation ("Participant") substantially in the form attached hereto, which Agreement provides for the conveyance of certain real property within the Project Area, which real property is more particularly described in the Agreement, from the Agency to the Participant and the improvement of said real property by the Participant as a senior citizen housing project; and WHEREAS, the Agency and the City Council ( "City Council") of the City of Huntington Beach have conducted a duly noticed joint public hearing regarding the Agreement in accordance with 'California Health and Safety Code Sections 33431 and 33433; and WHEREAS, a copy of the Agreement and the summary setting forth the matters required by California Health and Safety Code Section 33433 have been made available for public inspection and copying. NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows: Section 1: The City Council finds and determines, based upon the testimony and information presented during the public hearing with respect to the Agreement, that the consideration for the real property to be conveyed to the Participant by the Agency pursuant to the Agreement is not less than the fair market value thereof in accordance with the covenants and conditions governing such sale. Section 2: The City Council hereby approves the sale of the real property referred to in the recitals hereinabove to the Participant pursuant to the terms and provisions of the Agreement and hereby approves all of the terms and provisions of the Agreement. PASSED AND ADOPTED this 7th day of February 1983. ATTEST: C ity Clerk Mayor APPROVED AS TO FORM: It City Attorney IF INITIATED AND APPROVED AS TO CONTENT: Director, Bus ness an . In ustria Enterprise APPROVED AS TO FORM AND CONTENT: STR DLING, YOCCA, CAR RAUTH Special Redevelopment unsel APPROVED: G-CG� ity A min strator Res. No. 5220 STATE OF CALIFORNIA ) - COUNTY OF ORANGE ) ss: CITY. OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole: number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 7th day of February 19 83 by the following vote: AYES: Councilmen: Pattinson, Thomas, MacAllister, Mandic, Finley, Bailey, Kelly NOES: Councilmen: ABSENT: Councilmen: City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California CERTIFIED COPY OF RESOLUTIONS OF THE WILLIAM LYON COMPANY RESOLVED, that any two of the following officers of this corporation: William Lyon, Chairman of the Board James E. McNamara, Sr. Vice President Richard E. Frankel, Vice President Brian V. Norkaitis, Vice President be and they are hereby authorized and directed to execute and deliver on behalf of this company the following document: to the City of Huntington Beach: "Disposition and Development Agreement" between The William Lyon Company and the Redevelopment Agency of Huntington Beach. "Lease and Sub -lease" between The William Lyon Company and the City of Huntington Beach. I, Barbara L. Proffitt, hereby certify as follows: I am now and at all times herein mentioned have been the duly elected and acting Assistant Secretary of The William Lyon Company, a California corporation; that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of said corporation at a regular meet- ing held August 11, 1982, that said resolution has not been repealed or annulled, and is in full force and effect. IN WITNESS WHEREOF, I have executed this Certificate as Assistant Secretary of said corporation this 8th day of February,1983. t Assistant Secretary bf The William Lyon Company 4 F • REQUEST COUNChL%RED�_ EVELORMENT AG__ ACTION Date February 4, 1983 Submitted to: Honorable Mayor/Chairman and City Council/Redevelopment Agency Submitted by: Charles W. Thompson, City Administrator/Chief Executive Officer ��Y Prepared by: Office of Business and Industrial Enterprise `� Subject: WILLIAM LYON COMPANY DISPOSITION AND DEVELOPMENT AGREEMENT Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attach ents: STATEMENT OF ISSUE: Attached is the Disposition and Development Agreement with the William Lyon Company and related documents and resolutions which, when adopted.and implemented, will lead to the construction of the Terry Park Senior Citizen Housing Project. RECOMMENDATION: Hold joint public hearing on the William Lyon Company Disposi:tion and Development Agreement (Attachment no. 5) and adopt appropriate resolutions. ANALYSIS: On December 20, 1982, the City Council and Redevelopment Agency, in joint ses- sion, approved the Collins/Zweibel and Citadel Owner Participation Agreements as the first step in implementing the Talbert -Beach Redevelopment Plan. With this action, the City/Agency is now in a position to proceed with implementing the senior citizen housing project. That project is delineated on the conceptual development plan which is included as Attachment No. 1. It will be comprised of approximately 96 to 112 senior citizen condominiums and 124 to 140 affordable senior citizen rental units. I The William Lyon Company Disposition and Development Agreement reflects an innovative approach to.providing affordable senior citizen housing within the community. The implementation of this project will result in the construction of rental -units which will: -not require any ongoing Federal or State subsidy and, ultimately, will result in a very profitable venture on the part of the Redevelopment Agency and City. Attachment No. 1 is the document which, when approved,°.:will extend the time within which the Lyon Company can file a claim with the Court seeking alledged damages as a result of the termination of the previous senior housing project. The successful implementation of the Terry Park Project will result in a waiver of any such claim. RA: Approve "Withdrawal of Denial; Reopening of Government Code Claim No. 82-79; Waiver and Estoppel As To Time" Attachment No. 2 is a map depicting the overall concept for the Talbert=Beach Redeve-opment Project Area. RA: None RCA - William Lyon Company February 4, 1983 Page Two Attachment No. 3 is the required 33433 Report for the Disposition and Develop- ment Agreement which reflects the fact that the actual purchase price being paid for the land by the William Lyon Company is not less than fair market value. RA: Incorporate into record for the public hearing. Attachment No. 4 reflects the proposed Agency's role in providing appropriate financing for the rental project and, through this process, leveraging the land value and sharing in the tax benefits and potential excess profits derived from the condominium project as a means to reduce the cost of housing for the seniors. RA: None Attachment No. 5 includes the City Council resolutions which must be adopted in order that the William Lyon Company Disposition and Development Agreement can be executed. RA: Adopt City Council Resolutions No. 5217, 5218, 5219 and 5220. Attachment No. 6 includes the Agency resolutions which must be adopted in order to execute the William Lyon Company Disposition and Development Agreement and also includes said agreement. RA: Adopt Agency Resolutions No. 63, 64, 65 and 66. FUNDING SOURCE: 1. Future tax increment dollars; 2. Agency agreement with the City (HCD or other funds at Council's di,screti.on), ALTERNATIVE ACTIONS: 1. Defer action to allow for further 2. Not adopt agreement and commence 3. Terminate project. ATTACHMENTS: Attachment No. 1 Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 CWT:TT: jb study, negotiations with other developers, Waiver and Estoppel As To Time for Filing Claim Conceptual Development Plan 33433 Report Financing Process City Council Resolutions Redevelopment Agency Resolutions and Disposition and Development Agreement r ATTACHMENT`S WILLIAM LYON COMPANY SENIOR CITIZEN HOUSING PROJECT Following is the 33433 Report which must be presented in conjunc- tion with the William Lyon Company Di sposi;ti,on ,,,and, (Development _.Agreement as required under redevelopment law. Also included are appropriate resolutions which must be approved by the City Council and Redevelopment Agency after the joint public hearing is held. These items precede the Participation Agreement which is enclosed for your review and approval. ATTACHMENT NO. 5 CITY COUNCIL RESOLUTIONS RESOLUTION NO. 5217 "Resolution of the City Council of Huntington Beach making certain determinations relating to CEQA compliance in connection with the development of the William Lyon Company project." RESOLUTION NO. 5218 "Resolution of the City Council of the City of Huntington Beach determining that the construction of certain off -site public improvements in connection with the development of the senior citizen housing projects pursuant to a Disposition and Develop- ment Agreement by and between the Huntington Beach Redevelopment Agency and the William Lyon Company is of benefit to the Talbert - Beach Redevelopment Project and the immediate neighborhood in which the project is located; determining that there are no other reasonable means of financing said improvements; and authorizing the drafting and delivery of a reimbursement agreement." RESOLUTION NO. 5219 "Resolution of the City Council of the City of Huntington Beach approving the sale of certain surplus real property to the Hunting- ton Beach Redevelopment Agency:"" RESOLUTION NO. 5220 "Resolution of the City Council of the City of Huntington Beach approving the sale of certain real property pursuant to a Disposi- tion and Development Agreement by and between the Huntington Beach Redevelopment Agency and the William Lyon Company." ATTACHMENT NO. °6 AGENCY RESOLUTIONS RESOLUTION NO. 63 "Resolution of the Huntington Beach Redevelopment Agency making certain determinations relating to CEQA compliance in connection with the development of the William Lyon Company Project." RESOLUTION NO. 641 "Resolution of the Huntington Beach Redevelopment Agency determining that the construction of certain off -site public improvements in connection with-ithe development of the senior citizen housing proj- ect pursuant to a Disposition and Development Agreement by and be- tween the Huntington Beach Redevelopment Agency and the William Lyon Company is of benefit to the Talbert -Beach Redevelopment Project and the immediate neighborhood in which the project is located; determining that there are no other reasonable means of financing said improvements; and authorizing the drafting and delivery of a reimbursement agreement." RESOLUTION NO. 65'. "Resolution of the Huntington Beach Redevelopment Agency approving the acquisition of certain surplus property from the City of Hunting- ton Beach." RESOLUTION NO. 66 "Resolution of the Huntington Beach Redevelopment Agency approving Disposition and Development Agreement between the Agency and the William Lyon Company and authorizing the execution thereof." ATTACHMENT MCKITTRICK, .JACKSON, DEMARCO & PECKENPAUGH A LAW CORPORATION 4041 MAcARTHUR BOULEVARD RICHARD J. ALBRECHT DAVID G. BARATTI DONALD R. CLINEBELL DAVID L. COLGAN JAMES R. DeMARCO DENNIS H. DOSS STEVEN J. DZIDA F. SCOTT JACKSON ALLAN I. KROLL WILLIAM N. LOBEL MICHAEL D. McCAFFREY REX A. MCKITTRICK ANDREW K. MAUTHE ROBERT B. MOORE ROBERT E. OPERA THOMAS D. PECKENPAUGH JOHN PETRASICH THOMAS M. REGELE TODD C. RINGSTAD STEVEN M. ROSEN JAMES L. ROSS GEORGE C. RUDOLPH JAY R. STEINMAN KARLA L. TORGERSON City of Huntington 2000 Main Street Huntington Beach, POST OFFICE BOX 2710 NEWPORT BEACH, CALIFORNIA 92660 (714) 752-8585 February 3, 1983 Beach California 92648 Attention: Thomas P. Clark, Jr., Esq., Special Counsel to Huntington Beach Charles Thompson, City Administrator Gail Hutton, City Attorney Alicia D1. Wentworth, City Clerk Re: Withdrawal of Denial; Reopening of Government Code §910, Claim No. 82-79; Waiver and Estoppel As To Time Dear Sirs and Madams: TELECOPIER (714) 752-0597 WRITER'S DIRECT DIAL NUMBER: OUR FILE NUMBER: 10258 We represent The William Lyon Company ("Lyon"). On August 10, 1982, Lyon submitted to the City of Huntington..Beach ("City") a Government Code §910 Claim for Money and Damages. That Claim arose from an alleged breach of the "Participation Agreement for the Leasing of Certain Land for Private Development by and between the City of Huntington Beach and The William Lyon Company," dated August 7, 1979. A copy of Lyon's Claim is attached as Exhibit "A." On August 23, 1982, the City denied Lyon's Claim, which the City numbered Claim No. 82-79. A copy of the City's denial is attached as Exhibit "B." Lyon and the City ("the Parties") are presently nego- tiating to .settle Claim No. 82-79, despite the fact that it has previously been formally denied by the City. We believe that all Parties desire to avoid litigation and allow time to settle the existing differences without loss of rights. Therefore, we offer on behalf of Lyon, the following agreement for your acceptance: Wd3 City of Huntington Beach February 3, 1983 Page Two 1. Withdrawal of Denial; Reopening of Claim No. 82- 79. The City hereby withdraws its denial of Claim No. 82-79, dated August 23, 1982 (Exhibit "B"). The City hereby reopens Claim No. 82-79 for re-examination pursuant to Government Code §913.2. Lyon waives the requirements of Government Code 5912.4 that the City must act on Claim No. 82-79 within 45 days after presentment; 2. No Settlement of Claim No. 82-79. If Lyon and the Redevelopment Agency of the City of Huntington Beach have not executed a Disposition and Development Agreement by March 15, 1983, the City shall deny Claim No. 82-79 pursuant to Government Code §913. Thereafter, Lyon shall have three months from the City's denial of Claim No. 82-79 in.which to file a lawsuit on Claim No. 82-79 or any other claims it wishes to assert in con- nection with the Participation Agreement for which a Claim was not required to be filed; 3. Settlement of Claim No. 82-79. Upon execution of the Disposition and Development Agreement referred to above ("Agreement") the City's full performance under the Agreement shall be an integral and material part of the settlement. The City shall not deny Claim No. 82-79 at any time during the period of performance set forth in the Agreement. Any breach of the Agreement by the City shall be deemed a denial of Claim No. 82- 79. Lyon shall have three months from such denial through breach in which to file a lawsuit on Claim No. 82-79 or any other claims it wishes to assert in connection with the Agreement for which a claim was not required to be filed. Notwithstanding anything herein to the contrary, the tolling of the statute of limita- tions, as herein described, shall terminate upon the earlier of (i) the failure of either Agency or Lyon to perform its respec- tive obligations within the times set forth in the Schedule of Performance attached to the Agreement and written notice of such failure has been given to the failing party by the party claiming the failure to perform, (ii) performance by Agency pursuant to the Agreement and receipt by Lyon of all required approvals pursuant to Paragraph 9 of the Agreement, or (iii) two years from the date hereof, unless extended by mutual agreement of the Parties. In the case of termination of the tolling pursuant to subparagraph (i) or (iii) above, Lyon will have three months from such date within which to file a lawsuit as discussed above; City of Huntington Beach February 3, 1983 Page Three 4. Waiver and Estoppel As to Time. If Lyon files a lawsuit in accordance with the provisions of Paragraph 2 or 3, above, the City, its associated entities, its insurers, employees, agents and assigns fully and forever waive and are fully and forever estopped from asserting any claim or defense based upon the passage of time including, but not limited to, a lack of diligence, laches, the actual expiration of any statute of limi- tation, including, but not limited to, Government Code §945.6 with respect to any claim or cause of action of Lyon arising out of the Participation Agreement. Notwithstanding the foregoing, the City does not waive nor is.it estopped from asserting any such defense or claim based on the passage of time which claim or defense arose between the date of the Participation Agreement (August 7, 1979) and the date of filing of the Claim by Lyon (August 23, 1982). 5. Waiver and Estoppel As to Enforceability. Lyon and the City, their associated entities, insurers, employees, agents and assigns fully and forever waive and are fully and forever estopped from asserting any claim or defense that this letter agreement is void, unenforceable or against public policy; 6. Miscellaneous. All exhibits which are attached to this letter agreement are incorporated herein by this reference. If the foregoing provisions are acceptable to you, please acknowledge your acceptance in the spaces provided below. Very truly ours, Thomas D. Peckenpaugh TDP:lc AGREED AND ACCEPTED THIS y.-. DAY OF , 1983 F CITY OF HUNTINGTON BEACH THE WILLIAM LYON COMPAP10 By: 1��a. B Y Y Vice Presiders., ATTEST: By: Vice Pre /// Z�4_ licia M. Wentworth City Clerk Name, Address and Telephone Nut, of Attonry(s) gichael D. McCaffrey of )orald R. Clinebell for 'ULOP & HARDEE 1041 MacArthur Boulevard ?ost Office Box 2710 Jek-port Beach, Ca. 92660 Attorney(&) for_ Claimant :laim of: rHE WILLIAM LYON COMPANY Claimant, VS. rHE CITY OF HUNT a Munjainal Cnrm ON BEACH, *WiAnd Titla) as follows: (Type or print) 1. Name The City of Huntington Beach 2. Person served and title Huntington Beach, City Clerk 3. Person with whom left: title or relationship to person served: d. Oate and time of delivery: August 10 - 19 8 2 5. Mailing date: type of mail: Exhibit A T+ = Space B._ _ m for Use of Cf�rt Clrgk Only o 9 o —v ` A + r CASE NUMBER PROOF OF SERVICE 6. Address, city and state (when required, indicate whether address is home or business): _ 2000 Main Street, Huntinston Beach, Ca. 92648 7. Manner of service: (Check appropriate box.) ❑ (Personal service) By handing copies to the person served. ICCP §415.10.) ❑ (Substituted service on corporation, unincorporated association (including pwtnership,, or public entity) By leaving, during usual office hours, copies in the office of the person served with the person who apparently was in charge and thereafter mailing Iby first-class mail, postage prepaid) copies to the person served at the place where the copies were left. ICCP P15.20(a).) Place of mailing: ❑ (Substituted samiue on natural person. minor, incompetent, or candidate) By leaving copse; at the dwelling house, usual place of abode, or usual place of business of the person served in the presence of a competent r-nember of the household or a person apparently in Marge of his office or piece of business, at least 18 years of age, who was informed of the general nature of the Papers, and thereafter mailing Ibv first-class mail, postage prepaid) copies to the person served at the place where the copies were left. ICCP 5415.201b). Attach separate declaration or affidavit stating acts relied on to establish reasonable diligence in first attempting perso" service.) Place of mailing: (Continued on reverse side) PROOF OF SERVICE n ` _ .�� tRS rotaz-zse(a/79) 1`�—// (Mims end ecknoidedipim 1 Br mailing (by f)rst dm mail or eirmail) rion served. t Vdm with two copies of the form of notice and lit and a return enwefops, 1oats9 PMPa W the widw. (CCP MIUM Attech vritof Piece of nrilin¢ ® (Cworwd or reosswad evil awvics) 8r r eaWq to addrs outside Californis (by registered or certified eirtrw'! with return rsoeipt requested) copies to the person served. (CCP 5416.40. Ate signed pawn receipt or eiwr widener of acted dsiiswI to rM Moen nry dj Plus of riling:. ® (Othw-iXvM1110, 41&=, 417.10-417.W-Alaah srMrefs POW If waesea■ V: The following notice appeared on tiw copy of tM summons served (CCP 412M or 474): You are served as an Individual defendwtL You are served as (or on behalf of) fM person sued under the fictitious name of: . You are served on behalf of: Under: CCP 416.10 (Corporation)0 CCP 416 60 (Mentor) Chteer: CCP 416.20 (Defunct corporation) CCP 41&70 (Ineomps lit) 0 CCP 416.40 (Association or parbwwsNp) CCP 416.00 (Individual) The notices stated on the summons appeared on the copy wrved(CCP $412.30 or 474). At the time of service I was at keg 18 years of age and not a party 'to the action. Fee .or service $. MiWages (To be completed in California by process server, other than a sheriff, marshal or afne'alb ie•) Not a registered California process server (CCP 417.4M. Registered: County. Number. I declare under penalty of . perjury that tM foregoing Is true and correct and that this declaration was executed on pnsert dab) . at (Insert place) . Callfomi& (Type or print name. sodrm, and telephone no.) Notary S , Total S (TM r or ooneI " 0)! Sherif. I certify that the foregang is true and correct and that Oft certificate was executed on (insert date) at (lneert piece) , Callfon%l& (Type or print name. aria. county an4 when applicable. Munld- pal or Jusfee Court Dbtriot) Signature- 'This declaration or certificate of service must be executed %Mn C:afiforMa (CCP 2MLS). A proof of service execubd outowe C:eli- fornia must be made by affidavit. 1 Michael D. McCaffrey of 2 Donald R. Clinebell for FULOP & HARDEE 3 4041 MacArthur Boulevard Post Office Box 2710 4 Newport Beach, California 92660 5 (714) 752-8585 6 Attorneys For Claimant 7 .8 Claim of: 9 THE WILLIAM LYON COMPANY ) 10 ) CLAIM FOR MONEY AND DAMAGES Claimant, ) 11 ) (Government Code $ 910) VS. ) 12 ) THE CITY OF HUNTINGTON BEACH, ) 13 a Municipal Corporation ) 14 ) 15 TO THE CITY OF HUNTINGTON BEACH: 1611 YOU ARE HEREBY NOTIFIED that THE WILLIAM LYON COMPANY 17 ("Claimant"), whose address is 19 Corporate Plaza, Newport 18 Beach, California 92660, claims money and damages from THE 19 CITY OF HUNTINGTON BEACH ("City") in the amount, computed as 20 of the date .of presentation of this claim, of two million eight 21 hundred thousand dollars ($2,800,000.00). 22 This claim is based on damages sustained and to be 23 sustained by Claimant as a result of City's breach of the 24 «Participation Agreement for the Leasing of Certain Land for 25 Private Development By and Between the City of Huntington 26 Beach, a Municipal Corporation, and The William Lyon Company" 27 ("Participation Agreement"), dated August 7, 1979. Claimant 28 gave City the required sixty (60) day written notice of breach 1 of Participation Agreement on August 17, 1981. That notice 2 period, a condition precedent to this claim, expired on October 3 17, 1981. 4 Under the terms of the Participation Agreement, Claimant 5 was entitled to develop the old Civic Center Site in City with 6 senior citizen, subsidized housing. City informed Claimant that 7 City would not enter into a lease on the old Civic Center Site as 8 required under the Participation Agreement. City later refused 9 to sign the required lease. 10 Claimant is informed and believes and thereon alleges 11 that the public employees causing injury to Claimant, as far as 12 known, are the members of the City Council, City Staff and the 13 City Administrator and other -persons presently unknown to Claimant. 14 The damages and injuries sustained by claimant, as far 15 as known, as of the date"of presentation of this claim, consist 16 of contract damages. 17 The amount claimed, as of the date of presentation of 18 this claim, is computed as follows: 19 Damages Incurred to Date: 20 Total Damages Incurred To Date 21 including engineering, con sultants, lost profits, 22 depreciation, other general and special damages: $ 2,800,000.00 23 24 Estimated Prospective Damages As Far As Known: 25 Total' Estimated Prospective 26 Damages: Unknown 27 Total Amount Claimed as of Date 28 of Presentation of this Claim: $ 2,800,000.00 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 All .__cices or other communications with regard to this claim should be sent to: DONALD R. CLINEBELL FULOP & HARDEE 4041 MacArthur Boulevard Fifth Floor Newport Beach, California 92660 DATED: August 6, 1982 FULOP & HARDEE B Y Donald R. Clinebell Attorneys for Claimant M12 WA VERIFICATION STATE OF CALIFORNIA. COUNTY OF ORANGE I have read the foregoing rT.ATM FOR MONEY AND DAMAGES and know its contents. CHECK APPLICABLE PARAGRAPH ®I am a party to this action. The matters stated in it are true of my own knowledge except as to those matters which are stated on information and belief and as to those matters I believe them to be true. I am M- n of'rcer ❑ a partner ❑a of THE WILLIAM LYON COMPANY a party to this action, and am authorized10 make this verification for and on its behalf, and I make this verification for that reason. I am informed and believe and on that ground allege that the matters stated in it are true- 1 am one of the attorneys for a party to this action. Such party is absent frogs the county of aforesaid where such attorneys have their offices. and I make this verification for and onbehalf of that party for that reason. 1 am informed and believe and on that ground allege that the matters stated in it are true. Executed oAugmst 19 8 2 . a Ne rt ' Bea.61i. California. I declare under penalty of perjury that the foregoing is true and correct. AlA (NOTARIZATION NEEDED ONLY WHEN �� EXECUTED OUTSIDE CALIFORNIA) Briar, Subsc sworn Flo CTAt Trs day o - 19�. o .- SANDRA L SANFORD NOTARY PUSUC - CAUFORt A ORANGE COUNTY Mr Comm. Expires June 28, c98S Notary Public in and or said Count and State ENT OF RECEIPT OF DOCUMENT c (other than summons and complaint) '+ cam. CA e� Received copy of document described as ^on.' C, Pt (SiBna t e) a PROOF OF SERVICE BY HAND DEL9,tEimi STATE OF CALIFORNIA. COUNTY OF ORANGE I am employed in the county of Orange _ _. State of California. I am over the age of 18 and not a party to the within action: my business ;Lddrps is: 4()41 MacArthur Blvd. , Newport Beach, California 92660 On Auqugt 19 L I served the foregoing document described as rT.ATM FOR MONEY AND DA14AGES on opposing party in this action byp%tt!i�i �s�r�Q����/1� �6v'��ds��, /, IEflrrG�f ;lr� �6 �(1��e6dF6ilp41pWladA/At 9/115(1 tt/d g�j�e��✓ai an a lvery addressed as follows: City of Huntington Beach Office of the City Administrator :2000 Main Street `�.0. Box 190 Huntington Beach, California 92648 ED(BY MAIL) I caused such envelope with postage thereon fully prepaid to be placed in the United States mail at California. 10 (BY PERSONAL SERVICE) I caused such envelope to be delivered by hand to the offices of the addressee. Executed on August 10 19 82atIuntingtoneaeh . California. EO(State) 0 (Federal) 1 declare under penalty of per a above is rue and co s•UART's E190001K 71yEswE4'QEV'SED '*'GO' ^� (Signature cuN tw ,,..o .,, c81001­6 slate or Feeww cov.n. �'' yMEICATION4. S'TATf ELI`��� I`1Ir►. , ;�_ Wit. � � -' � - ._ ��_ .f' �1 �' � �� rL._ c.�.r • ..�4♦ _- G�w•..' :�• y_s _ '.; `.Y. '-Y :1 •S'i� �`'•r:;?+-~ .: - T>•- .sx' ., _{:-•%-.i:." .a.. ..y'N2�L..' ,_ •w:�e �`••• +s+! ,_ _..Y.� } �j,:,.- - f x ♦: ...._� 3K i ?�.. ' , pow t$+WDtCAW: .A�PElQk'BE.E-PARAGR-AP►H''•', +_ 'rho; ♦ t"-•.1:"�!4•S'-••_i;.t�w °.•t •a-r '� ' .✓'::, `� A '' ` �`"t�rrz'ta Ekes acoEr:`iTtat sltb,�n it atcEttoa or my, owalk nowiodSce�capf astoet�ioae�en arr�. '=: - :`? ibibomaEi�f`su� and' 'La�SCrsrBLta�e�►aEhtsrf tObGtitiL M'-'�'• �-w. _ ` �•_ ='': i�!�' w C �- •A. ♦ � . -'. 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M and not a party. to the within vaitin; my business address is: 4Q41 - M;a* n:+l�,�r Rn�,1 Pc� rd� 'NpP[�-�+" RPa�P- ra-1 i fcsr*�i'a: 9266f1 a-' ,=----1 d '. 19 :I secv . tkc t'oregoing document describe.das r , C LATM VaR MQN=— At�TIl DAMAGES •A;:•-r +, .' :f:: �':: ;:.:a�; interested party r ' icr:tbiiiictiog�Eiy=placing a'.true: tioor. ereof enclosed in a: seatcd•envclope witfr postage thereon folly pupaid in th�United' * a � ' >:dd as rolloTvs y.. " Cit intingtoa Beacli _ ;:. ' Off icef,� the=`,:C3 _-y —AdM ist=atorJ. - ;.=Boxy.190;�: :'..,:: Fluntifilt0 i. Beacre;: *California g264g '- s}..+. :1 t r'•R�'+GI�S'!'ERF+I}': PIAa: 5' .�" RETIM'RECEZP'" REQUESTED„ '.. r such' eairedo 4,'i th' osmje. Ytkrtecn fully prepaid .'to be placed in the Uniltd . Statex ntait . •r. '! �. ; aZ . R---- , 1.a0ltttit''. ?oY..� <y► 'Q -. !�,. (B1l PERSONAL SERVICE�:'I eause c#::ucirert+rdoprta be'deliven�' by' hand toibe oRtas of _tfic aetdre x ~:,,Califbrnia. . X ( to (Fede ate • ' I dedarc'undeer penahy of penury that the above is true and:correc:: - fTUM1Tt ETC MCW T-ESOM t*EvrffD;0 .. Ntlt I-` � R) t< (Mq►M WWd rSM.fe.w* StM 0 i0OlrM Gorur " Phy 1 1$ ' � ' " Exhibit E CITY F HUNTING #N BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK Date: August 23, 1982 William Lyon Company c/o Michael D. McCaffrey of Donald R. Clinebell for Fulop & Hardee 4041 MacArthur Blvd. P. 0. Box 2710 Newport Beach, CA 92660 Subject: Claim No. 82-79 N.B. RECEIVED AUG 2 51982 COPY TO CALENDARED REFERRED TO Notice is hereby given that the claim which you presented to the City of Huntington Beach on 8-10-82 was denied on 8-23-82 WARNING Subject to certain exceptions, you have only six (6) months from the date this notice was personally delivered or deposited in the mail to file a court action on this claim. See Government Code Section 945.6 You may seek the advice of an attorney of your choice in connection with this matter. If you desire to consult an attorney, you should do so immediately. Alicia M. Wentworth City Clerk AMW:jms 0 Telephone: 71 a-536.6227 ) ATTACHMEN MCKITTRICK, .JACKSON, DEMARCO & PECKENPAUGH A LAW CORPORATION 4041 MACARTHUR BOULEVARD RICHARD J. ALBRECHT DAVID G. BARATTI DONALD R. CLINE13ELL DAVID L. COLGAN JAMES R. D[MARCO DENNIS H. DOSS STEVEN J. D21DA F. SCOTT JACKSON ALLAN I. KROLL WILLIAM N. LOBEL MICHAEL D. MCCAFFREY REK A. MCKITTRICK ANDREW K. MAUTHE ROBERT B. MOORE ROBERT E. OPERA THOMAS O. PECKENPALfGH JOHN PETRASICH THOMAS M. REOELE. TODD C. RINGSTAO STEVEN M. POSEN JAMES L. ROSS GEORGE C. RUDOLPH JAY R. STEINMAN KARLA L. TORGERSON City of Huntington 2000 Main Street Huntington Beach, POST OFFICE BOX 2710 NEWPORT BEACH, CALIFORNIA 92660 (714) 752-85B5 February 3, 1983 Beach California 92648 Attention: Thomas P. Clark, Jr., Esq., Special Counsel to Huntingtont Beach Charles Thompson, City Administrator Gail Hutton, City Attorney Alicia M. Wentworth, City Clerk Re: Withdrawal of Denial; Reopening of Government Code §910, Claim No. 82-79; Waiver and Estoppel As To Time Dear Sirs and Madams: TELECOPIER (7141 752-0597 WRITER'S DIRECT DIAL NUMBER: OUR FILE NUMBER: 10258 We represent The William Lyon Company ("Lyon"). On August 10, 1982, Lyon submitted to the City of Huntington Beach ("City") a Government Code 9910 Claim for Money and Damages. That Claim arose from an alleged breach of the "Participation Agreement for the Leasing of Certain Land for Private Development by and between the City of Huntington Beach and The William Lyon Company," dated August 7, 1979. A copy of Lyon's Claim is attached as Exhibit "A." On August 23, 1982, the City denied Lyon's Claim, which the City numbered Claim No. 82-79. A copy of the City's denial is attached as Exhibit "B." Lyon and the City,("the Parties") are presently nego- tiating to settle Claim No. 82-79, despite the fact that it has previously been formally denied by the City. We believe that all Parties desire to avoid litigation and allow time to settle the existing differences without loss of rights. Therefore, we offer on behalf of Lyon, the following agreement for your acceptance: City of Huntington•Beach February 3, 1983 Page Two 1. Withdrawal of Denial: Re 79. The City her dated August 23, of Claim No. 82- eby withdraws its denial of Claim No. 82-79, 1982 (Exhibit "B"). The City hereby reopens Claim No. 82-79 for §913.2. Lyon waives that the City must a presentment; re-examination pursuant to Government Code the requirements of Government Code §912.4 ct on Claim No. 82-79 within 45 days after 2. No Settlement of Claim No: 82-79. If Lyon and the Redevelopment Agency of the City of Huntington Beach have not executed a Disposition and Development Agreement by March 15, 1983, the City shall deny Claim No. 82-79 pursuant to Government Code §913. Thereafter, Lyon shall have three months from the City's denial of Claim No. 82-79 in which to file a lawsuit on Claim No. 82-79 or any other claims it wishes to assert in con- nection with the Participation Agreement for which a Claim was not required to be filed; 3. Settlement of Claim No. 82-79. Upon execution of the Disposition and Development Agreement referred to above ("Agreement") the City's full performance under the Agreement shall be an integral and material part of the settlement. The City shall not deny Claim No. 82-79 at any time during the period of performance set forth in the Agreement. Any breach of the Agreement by the City shall be deemed a denial of Claim No. 82- 79. Lyon shall have three months from such denial through breach in which to file a lawsuit on Claim No. 82-79 or any other claims it wishes to assert in connection with the Agreement for which a claim was not required to be filed. Notwithstanding anything herein to the contrary, the tolling of the statute of limita- tions, as herein described, shall terminate upon the earlier of (i) the failure of either Agency or Lyon to perform its respec- tive obligations within the times set forth in the Schedule of Performance attached to the Agreement and written notice of such failure has been given to the failing party by the party claiming. the failure to perform, (ii),performance by Agency pursuant to the Agreement and receipt by Lyon of all required approvals pursuant to Paragraph 9 of the Agreement, or (iii) two years from the date hereof, unless extended by mutual.agreement of the Parties. In the case of termination of the tolling pursuant to subparagraph (i) or (iii) above, Lyon will have three months from such date within which to file a lawsuit as discussed above; City of Huntington -Beach February 3,.1983 Page Three 4. Waiver and Estoppel As to Time. If Lyon files a lawsuit in accordance with the provisions of Paragraph 2 or 3, above, the City, its associated entities, its insurers, employees, agents and assigns fully and forever waive and are fully and forever estopped from asserting any claim or defense based upon the passage of time including, but not limited to, a lack of diligence, laches, the actual expiration of any statute of limi- tation, -including, but not limited to, Government Code §945.6 with respect to any claim or cause `of action of Lyon arising out of the Participation Agreement. Notwithstanding the foregoing, the City does not waive nor is -it estopped from asserting any such defense or claim based on the passage of time which claim or defense arose between the date of the Participation Agreement (August 7, 1979) and the date of filing of the Claim by Lyon (August 23, 1982). 5. Waiver and Estoppel As to Enforceability. Lyon and the City, their associated entities, insurers, employees, agents and assigns fully and forever waive and are fully and forever estopped from asserting any claim or defense that this letter agreement is void, unenforceable or against public policy; 6. Miscellaneous. All exhibits which are attached to this letter agreement are incorporated herein by this reference. If the foregoing provisions are acceptable to you, please acknowledge your acceptance in the spaces provided below. TDP:lc AGREED AND ACCEPTED THIS _� DAY OF-WAN(�I,A�1 Y, 1983 CITY OF HUNTINGTON BEACH By MAYUK ATTEST: licia 97Ventworth City Clerk Verytruly ours, Thomas D. Peckenpaugh THE WILLIAM LYON COMP Bv: O,,rz. . By: 2 I - Exhibit B J. l CITY OF HUNTINGTON BEACH t 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK Ito Date: August 23', 1982 ® RECEIVED William Lyon Company AUG 2 5.1982 c/o Michael D. McCaffrey of TO Donald R. Clinebell for CLEN CAlgidOSAED Ful op & Hardee REFERRED To 4041 MacArthur Blvd. P. 0. Box 2710 Newport Beach, CA 92660 Subject: Claim No. 82-79 Notice is hereby given that the claim which you presented to the City of Huntington Beach on 8-10-82 was denied on 8-23-82 WARNING Subject to certain exceptions, you have only six (6) months from the date this notice was personally delivered or deposited i.n the mail to file a court action on this claim. See Government Code Section 945.6 You may seek the advice of an attorney of your choice in connection with this matter. If you desire to consult an attorney, you should do so immediately. Alicia M. Wentworth City Clerk AMW:jms (Te4planr 714Xj38.5227) I2/81 �,eoPoSEO -iA.` OV. wt- T41-fEe7 - �E•�cN a n t� z N ATTACHMENT 3 WILLIAM LYON COMPANY SENIOR CITIZEN HOUSING PROJECT Following is the 33433 Report which must be presented in conjunc- tion with the William Lyon Company Dispositi:on and Development Agreement as required under redevelopment law. Also included are appropriate resolutions which must be approved by the City Council and Redevelopment Agency after the joint public hearing is held. These items precede the Participation Agreement which is enclosed for your review and approval. SLU44ARY CF PROPOSED DISPCSTTICN AND DEVELOPMENT AGAEE= FOR THE SALE OF LAND FOR PRIVATE DEVELOPMENT BY THE WTLLIAM LYCN CCMPANY Pursuant to Section 33433 of the Community Redevelopment Law (Health and Safety Code, State of California), the following summary is provided relative _ to the proposed sale and leasing of property within the Talbert -Beach Redevelopment Project area adjacent to Terry Park. 1. Proposed Agreement. A copy of the proposed Disposition and Development Agreement for the sale and leasing of land for private development between the Huntington Beach Redevelopment Agency and the William Lyon Crnpany is attached as Item D.-3b-8. ; 2. Properties to be Conveyed. The attached map (Exhibit A) delineates the boundaries of the parcels which are to be conveyed to the William Lyon Company. Parcel 1 will be sold at fair market value and Parcel 2 will be ground leased for a period of 15 years. i 3. Cost of Agreement to Agency. The Cost of the Agreement to the Agency is estimated to be $1,530,000. This amount includes the following: i Land Acquisition $1,320,000.00 Rough Grading 4,000.00 Public Street and Utilities 36,000.00 { Repayment of Deferred Fees 170,000.00 Total 1,530,000.00 4. Estimated Interest on Financing. t The Agency will -acquire the site from the City and will pay the City for the land over a 30 year period at a 10% interest rate. In addition, the City will finance and construct the needed improvements and defer payment of the project fees to allow said fees to be paid by Agency over a period of years. Thus, the total anticipated amount of interest to be paid to the City will be approximately $3,300,000 over the 30 year period. 5. Value of Interest to be Conveyed. The value of the property to be conveyed to the William Lyon Company is as follows: Parcel 1 $ 900,000 The value of the consideration being received by the Agency from the William Lyon Ccuipany is as follows: Acquisition Payment 748,000 Credit for Reimbursement for Previous Lyon Co. expenditures 300,000 Total $ 1,048,000 Said amount is greater than fair market valve. ATTACHMENT NO. 5 CITY COUNCIL RESOLUTIONS RESOLUTION NO. 5217 "Resolution of the City Council of Huntington Beach making certain determinations relating to CEQA compliance in connection with the development of the William Lyon Company project." RESOLUTION NO. 5218 "Resolution of the City Council of the City of Huntington Beach determining that the construction of certain off -site public improvements in connection with the development of the senior citizen housing projects pursuant to a Disposition and Develop- ment Agreement by and between the Huntington Beach Redevelopment Agency and the William Lyon Company is of benefit to the Talbert - Beach Redevelopment Project and the immediate neighborhood in which the project is located; determining that there are no other reasonable means of financing said improvements; and authorizing the drafting and delivery of a reimbursement agreement." RESOLUTION NO. 5219 "Resolution of the City Council of the City of Huntington Beach approving the sale of certain surplus real property to the Hunting- ton Beach Redevelopment Agency." RESOLUTION NO. 5220 "Resolution of the City Council of the City of Huntington Beach approving the sale of certain real property pursuant to a Disposi- tion and Development Agreement by and between the Huntington Beach Redevelopment Agency and the William Lyon Company." CONDOMINIUM PROJECT RENTAL PROJECT LENDER CITY d 1 eo DEVELOPER o o `soo�`o 'oo CONSTRUCTION _ �000 hod o 0 0� CONDOMINIUMS CONDOMINIUM SALES AGENCY O� O �1 CONDOMINIUM LAND ACQUISITION PAYMENT / �ortiZ _, 0uo, Doo er °f °dn to A enc 3,500, Rental Payments \dJ ' DEVELOPER CONSTRUCTION LOAN FOR RENTAL PROJECT TERRY PARK SENIOR CITIZEN HOUSING PROJECT BOND HOLDERS LENDER SUBLEASE AGENCY'S DESIGNEE n C+ C+ rD C+ z 0