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HomeMy WebLinkAboutCabot Industrial, Redondo-Kovacs Partners & Kojo Seacliff, LLC - 2001-04-02019 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 j Attn: Agency Clerk ) Recorded in Official Records, County of Orange Clary Granville, Clerk -Recorder 1'111�C111;;511111?11;;111E1' 1"TI1111NOFEE 2001025265812:07pm 04125101 111 27 Al2 10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (Space above for recorder) This Agreement is recorded at the request and tur the benefit of the Redevelopment Agency of the City of Huntington Beach and is exempt / o r from the payment of fees pursuant to Government Code Section 6103. pr ICr- AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING THE TRANSFER OF THAT PROPERTY KNOWN AS 18100 KOVACS LANE, HUNTINGTON BEACH FROM CABOT INDUSTRIAL PROPERTIES, L.P., A DELAWARE LIMITEI) PARTNERSHIP TO KOJO SEACLIFF LLC, A NEVADA LIMITED LIABILITY COMPANY WHEREAS, as of April 15, 1987, the Redevelopment Agency of the City of Huntington Beach ( Agency ) and Redondo -Kovacs Partners, a California limited partnership ( Developer ) entered into a Disposition and Development Agreement ( DDA ) regarding that property known as 18100 Kovacs Lane, Huntington Beach, and more specifically described in Exhibit A, attached hereto (the Property ); and The DDA provided for the development of the Property and prohibited the transfer of the Property without the consent of the Agency; and The Developer completed the developer improvements for the Property pursuant to the DDA, as evidenced by the Certificates of Completion recorded on March 28, 1989, Instrument No. 89-157971 and on April 6, 1988, Instrument No. 89-181103; and SF-2001 Agrce: Kojo SeaclifF RIS 2001-0161 3. 23.01 IN V The Developer sold the Property to Cabot Industrial Properties, L.P., a Delaware limited partnership ( Cabot ); and The Agency approved the sale of the Property from Developer to Cabot pursuant to An Agreement Between the Redevelopment Agency of the City of Huntington Beach Approving the Transfer of that Property Known As 18100 Kovacs Lane, Huntington Beach from Redondo - Kovacs Partners, a California Limited Partnership to Cabot Industrial Properties, LP, a Delaware Limited Partnership dated June 15, 1998; and Cabot seeks to sell the Property to Kojo Seacliff LLC, a Nevada Limited Liability Company ( Kojo ); and Section 314A of the DDA provides that the Agency may not unreasonably withhold approval of any such assignment or sale provided that: 1) Kojo shall expressly assume the obligations of the Developer pursuant to the DDA in a writing satisfactory to the Agency; 2) The Agency reasonably determines that Kojo has a satisfactory reputation in the community for property management and business practices; and 3) the Agency reasonably determines that KOJO is financially capable of performing the duties and discharging the obligations of the Developer under the DDA; and Section 322 of the DDA further provides that after recordation of the Certificate of Occupancy, any assignee of the Developer shall take subject to only the covenants set forth in the Grant Deed in accordance with Section 401 of the DDA; and The Agency has determined that Kojo has a satisfactory reputation in the community for property management and business practices and is financially capable of performing the duties and discharging the obligations of the Developer under the DDA; Sr 2100I Agree: Kojo Scacliff R1.s 2001-0161 3/23-11 W NOW, THEREFORE, the parties hereto agree as follows: Section 1. During the period that Kojo owns the Property, Kojo hereby agrees to be bound by the covenants set forth in the Grant Deed from the Agency to the Developer, subject to the terms and conditions thereof, which Grant Deed was recorded on October 22, 1987, Instrument No. 87-589855, and was modified by the Releases of Real Property Covenants and Certificates of Completion for Construction and Development recorded on March 28, 1989 as Instrument No. 89-157971 and on April 6, 1989 as Instrument No. 89-181103. Pursuant to the foregoing, the only obligations Kojo are assuming are Sections 3 (solely with respect to the applicable provisions of the Redevelopment Plan for the Project), 4(b), 4(c) and 7 of the Grant Deed. The parties agree that these provisions also apply to any successors or assigns of Kojo in accordance with the Grant Deed. Section 2. Agency hereby consents to the sale of the Property to Kojo and releases Cabot from all responsibilities or liabilities for the performance of the DDA from this date forward. 3 SF-2001 Agrce: Kojo Scadifl RLS 2001-0161 3123101 IN WITNESS WHEREOF, the parties have executed this Instrument as of April 2 , 9110 KOJO SEACLIFF, LLC, a Nevada limited liability company By: HB Equities, LLC, a Nevada limited liability company, its Managing Member By: VesCor Capital Corp., a Nevada Corporation, its Sole Member a Manag By: Val E. Southwick, President and Secretary ,�Cg Ow fice- any 4 SF-2001 Agree: Kojo Seadiff RLS 2001-0161 3/23/01 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 'A Qlx-t� /*�- Chairman ATTEST: Agency Clerk $ n APPROVED AS TO FOR_TVI: c Agency General Counsel REVIEWED AND APPROVED: Execut' a Director INITIAT D AND APPROVED: 16 & 4 � &0 Director of Economic Development CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ka.) State of County of J1L"q Onbefore me, i/1"c Da man Dare Nae d Tale of 011 1. Jana DM. Naa ouCj personally appeared d r!/, ��il/�J7 �C1i�n�i� �'Oe-k- e� , NaR+ets) of Sgnerts) ❑ personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/her/their authorized capacity(ies), and that by hislherriheir signature(s) on the instrument the person(s), or the eitity upon behalf of which the person(s) acted, executed the instrument. CtRWIE CREW C1>harr#fie WITNESS my hand and official seal. Molvy R�-� 1Nt►{k� ]cs�tl<�t �6 ' turf d Notary PtrDc OPTIONAL Though the information below is not required by taw, it may prove valt,able to persons relying on the document and could preven fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number ages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: I Signer' ame: ❑ Individual . Individual ❑ Corporate Officer ❑Corporate Officer Title(s): Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Attomey-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator r ❑ Other' _ Top 01 thumb here ❑Other: Top of thumb mere i Signer is Repres Ong: Signer Is Representing: X — C 1995 Nahmal Notary Association -" Rommel el Avo , P 0. Box 7184 - Canoga Park, CA 91309.71 U Prod. No. 5907 Reorder. Cas 761-Free 1.800-8786827 MA (VESCOR CAPITAL CORP.) STATE OF UTAH ) ss. COUNTY OF WEBER On this 4 day of , 20 01 personally appeared before me, t e undersigned Notary, Val E. Southwick, the President of VesCor Capital Corp., a Nevada corporation, who acknowledged to me that he executed the foregoing instrument by authority, as officer of said corporation, and said Val E. Southwick duly acknowledged to me that said corporation a ecuted the same. ary Public •C LA?M W. VrANWWW Residing at My Commission Expires: l"c.;. ig'.200, j LWS Gi HD:Word Docs f:F0RN1S:No1ary:VCC Notary Block 5i 25195 KCP Legal Description of the Land EXIIIBIT A LEGAL DESCRIPTION OF THE LAND Lot 1 of Tract No. 13065, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 587, Pages 11 and 12 of Miscellaneous Maps, in the office of the County Recorder of Orange County, California. EXCEPTING THEREFROM all minerals, gas, oil, petroleum, naphtha 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 miners, 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, recorded October 22, 1987 as Instrument No. 87-589855 of Official Records. SF-2D01 Agree: Kojo Seadiff RLS 2001-0161 3R3/01 MAR-23-2001 17.28 VESCOR ONE ML 801 627 9229 P.02 V WRITTEN CONSENT OF THE SOLE DIRECTOR OF VESCOR CAPITAL CORP. The undersigned, being the sole director of VesCor Capital Corp., a Nevada Corporation, (the "Corporation"), pursuant to NRS 78.115, hereby consents to, and by this action approves and adopts, the following resolutions: WHEREAS: The Corporation is the sole member and manager of HB Equities, LLC, a Nevada limited liability company ("IiB Equities"); and WHEREAS: HB Equities is the managing member of Kojo Seacliff, LLC, a Nevada limited liability company ("Buyer"). RESOLVED: That in connection with the purchase (the "Purchase") of certain real property located in Huntington Beach, California, commonly known as 18100 Kovacs Lane (the "Property"), under that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, with Addendum to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, each dated as of February 13, 2001, by and between Cabot Industrial Properties, L.P., a Delaware limited partnership (as seller), and Buyer, Val. E. Southwick, as President and Secretary of the Corporation, is hereby authorized and directed, in the name and on behalf of the Corporation, acting as the sole member and manager of HB Equities, acting as the managing member of Buyer, to take any and all actions and execute any and all documents necessary, desirable, convenient or appropriate in connection with the Purchase, including, but not limited to, executing such documents as the City of Huntington Beach, California, through its Redevelopment Agency or otherwise, may require in connection with its consent to the Purchase. RESOLVED FURTHER: That all documents and instruments executed and delivered pursuant to the forgoing resolution shall be in such form and in such definitive terms as the Corporation, acting as the sole member and manager of HB Equities, acting as the managing member of Buyer, determines in its exclusive discretion, such determination to be evidenced conclusively by the execution and delivery of any such document or instrument. RESOLVED FURTHER: That any and all acts of Val. E. Southwick, an officer of the Corporation, done or made heretofore, on behalf of HB Equities or Buyer in connection with the Purchase, including, but not limited to, the execution of all instruments evidencing the Purchase, are hereby ratified, approved and confirmed by HB Equities and Buyer. WnuenIcons 1 et Bose d Diroeian MM-23-2001 16:32 601 627 9229 P•02 MAR-23-2001 17:29 `VESCOR ONE ML 801 627 9229 P.03 IN WITNESS WHEREOF, the undersigned has executed these Resolutions as of March 23, 200I. N'n ten Coaseat of Sorel of M.I. 2 TOTAL P.03 MAR-23-2001 16:32 1301 627 9229 P.03 �, im CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 10, 2001 Gary L Granville County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 Enclosed please find An Agreement between the Redevelopment Agency of the City of Huntington Beach Approving the Transfer of that Property Known as 18100 Kovacs Lane, Huntington Beach from Cabot Industrial Properties, LP., a Delaware Limited Partnership to KoJo Seacliff, LLC, a Nevada Limited Llabillty Company to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of The Agreement when recorded to this office in the enclosed self-addressed stamped envelope. i Connie Brockway, CMC City Clerk Enclosures glfollowuplmisc... doe An Agreement Approving Transfer of Property-18100 Kovacs Lane —To Kojo Seacliff, I.M. a Nevada Limited Liatfl6ity Corr pany (Telephone:714-SM ZI) kw °y - 4G. ,'tw�.PN Council/Agency Meeting Held: Deferred/Continued to: A proved Co diti nally Approved O Deni 11 Del?- CI y Clerk's i nature Council Meeting Date: April 2, 2001 Department ID Number: ED 01-17 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRPERSON AND REDEVELOPMENT AgENCY MEMBERS SUBMITTED BY: RAY SILVER, Executive Directoraf�PREPARED BY: BY: DAVID C. BIGGS, Director of Economic Development SUBJECT: Approval Of Change Of Ownership Of Redondo -Kovacs Industrial Property To Kojo-Seacliff LLC. W Statement of Issue, Funding Source, Recommended Action, Alternaive Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Disposition and Development Agreement between the Agency and Redondo -Kovacs Partners LP requires approval for any change in ownership of the land or improvements. Funding Source: None Required. Recommended Action: Motion To: 1. Approve the attached Agreement between the Redevelopment Agency and Kojo- Seacliff, LLC, a Nevada Limited Liability Company (buyer) approving it's purchase of the property at 18100 Kovacs, and transferring the requirements of the Grant Deed to the new ownerA-nJ ed,o-e,_F fht 49abl-ey ClAnk" fe-cor 0 sam7e , Alternative Action(s): Do not approve the Agreement. Analysis: In June 1987 the City Council approved a Disposition and Development Agreement (DDA) with Redondo -Kovacs Partners, LP. The Agreement called for the sale of a five -acre Agency -owned parcel with industrial zoning to the developer and the scope of work called for construction of a 125,000 square foot building and certain street improvements required by the City. Section 314a of the DDA (see excerpt Attachment No. 2) states that the identity of the developer is of material concern to the Agency and therefore any change in the ownership, especially prior to the completion of improvements, requires the Agency's approval. The Agreement further states that such approval will not be unreasonably withheld. The restrictions of the Grant Deed become the obligation of the buyer, such as REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: April 2, 2001 DEPARTMENT ID NUMBER: ED 01-17 continuation of the non-discrimination provisions, maintenance of the improvements, a use consistent with the Redevelopment Plan, and a prohibition against subdivision of the parcel. The attached agreement embodies these requirements and it has been executed by the buyer. The buyer is Kovacs-Seacliff, LLC; a Nevada based Limited Liability Company. The Economic Development Department staff and the City Attorneys Office have reviewed the company's records to assure that it is qualified to meet the ongoing requirements of the deed restrictions. Staff recommends approval of the Agreement (Attachment No. 1) as prepared by the City Attorney. Environmental Status: Not Applicable Attachment(s): RCA Author: Gus Duran X1529 RCAKovacks -2- 3126101 2:36 PM Change of Ownership Agreement ATTACHMENT #1 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the City ) of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: Agency Cleric ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the Redevelopment Agency of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING THE TRANSFER OF THAT PROPERTY KNOWN AS 18100 KOVACS LANE, HUNTINGTON BEACH FROM CABOT INDUSTRIAL PROPERTIES, L.P., A DELAWARE LIMITED PARTNERSHIP TO KO70 SEACLIFF LLC, A NEVADA LIMITED LIABILITY COMPANY WHEREAS, as of April 15, 1987, the Redevelopment Agency of the City of Huntington Beach ( Agency) and Redondo -Kovacs Partners, a California limited partnership ( Developer) entered into a Disposition and Development Agreement ( DDA ) regarding that property kno%,.m as 18100 Kovacs Lane, Huntington Beach, and more specifically described in Exhibit A, attached hereto (the Property ); and The DDA provided for the development of the Property and prohibited the transfer of the Property without the consent of the Agency; and The Developer completed the developer improvements for the Property pursuant to the DDA, as evidenced by the Certificates of Completion recorded on March 28, I989, Instrument No. 89-157971 and on April 6, 1988, Instrument No. 89-181103; and SF-2001 Agree: Kojo Seadifr RtS 2001-0I61 3123.101 The Developer sold the Property to Cabot Industrial Properties, L.P., a Delaware limited partnership ( Cabot ); and The Agency approved the sale of the Property from Developer to Cabot pursuant to An Agreement Between the Redevelopment Agency of the City of Huntington Beach Approving the Transfer of that Property Known As 18100 Kovacs Lane, Huntington Beach from Redondo - Kovacs Partners, a California Limited Partnership to Cabot Industrial Properties, LP, a Delaware Limited Partnership dated June 15, 1998; and Cabot seeks to sell the Property to Kojo Seacliff LLC, a Nevada Limited Liability Company ( Kojo ); and Section 314A of the DDA provides that the Agency may not unreasonably withhold approval of any such assignment or sale provided that: 1) Kojo shall expressly assume the obligations of the Developer pursuant to the DDA in a writing satisfactory to the Agency; 2) The Agency reasonably determines that Kojo has a satisfactory reputation in the community for property management and business practices; and 3) the Agency reasonably determines that KOJO is financially capable of performing the duties and discharging the obligations of the Developer under the DDA; and Section 322 of the DDA further provides that after recordation of the Certificate of Occupancy, any assignee of the Developer shall take subject to only the covenants set forth in the Grant Deed in accordance with Section 401 of the DDA; and The Agency has determined that Kojo has a sa'.isfactory reputation in the community for property management and business practices and is f nancially capable of performing the duties and discharging the obligations of the Developer under the DDA; SF-2001 Agree: Kojo Seacliff RLS 2001-0161 3/23,I) I NOW, THEREFORE, the parties hereto agree as follows: Section 1. During the period that Kojo owns the Property, Kojo hereby agrees to be bound by the covenants set forth in the Grant Deed from the Agency to the Developer, subject to the terms and conditions thereof, which Grant Deed was recorded on October 22, 1987, Instrument No. 87-599855, and was modified by the Releases of Real Property Covenants and Certificates of Completion for Construction and Development recorded on March 28,1989 as Instrument No. 89-157971 and on April 6, 1989 as Instrument No. 89-181 I03. Pursuant to the foregoing, the only obligations Kojo are assuming are Sections 3 (solely with respect to the applicable provisions of the Redevelopment Plan for the Project), 4(b), 4(c) and 7 of the Grant Deed. The parties agree that these provisions also apply to any successors or assigns of Kojo in accordance with the Grant Deed. Section 2. Agency hereby consents to the sale of the Property to Kojo and releases Cabot from all responsibilities or liabilities for the performance of the DDA from this date forward. SF-2001 Agree- Kojo Seadi(r RLS 2001-0161 3!73.01 V IN WITNESS WHEREOF, the parties have executed this Instrument as of April 2 , 2001. KOJO SEACLIFF, LLC, a Nevada limited liability company By: HB Equities, LLC, a Nevada limited liability company, its Managing Member By: VesCor Capital Corp., a Nevada Corporation, its Sole Member sal Manag By: Is Val E. Southwick, President and Secretary 4�� tiGxr ?"e f�. 90nEe1 4 SF-2001 Agree: Kojo Seacliff RLS 2001-0161 3123'01 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 4. QLA�, iLm� Chairman ATTEST: A2 dArA�_ Agency Clerk V 5 P APPROVED AS TO FORM: f/ c Agency General Counsel S F REVIEWED AND APPROVED: Execut a Director INITIAT D AND APPROVED: Director of Economic Development OR V CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On Ah 1/5 2001 , before me, ot 1CL.~1�12G_S.r Q ��C!' �G name r4 Troe or osKa la %J . �y Puck personally appeared Place Notary Seal Wore namely of S-g-gsl ❑ personally known to me �o proved to me on the basis of satisfactory evidence to be the person( whose name(s) islarC subscribed to the within instrument and acknowledged to me that helsheltWexecuted the same in tjWherltpetr authorized capacity(iaS), and that by tklheraheR signature(o) on the instrument the person(p). or the entity upon behalf of which the personal acted, executed the instrument. WITNESS my hand and official seal. 5rr+eture a Notary Pudic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signers Name: Numtor6f Pages: ❑ Individual Top of memo rwe ❑ Corporate Officer — Title(s): L] Partner— ❑ Limited ❑ G ral ❑ Attorney in Fact • Trustee ❑ Guardian or nservator ❑ Other: Sig Is Representing: 019" Nanwa NoWy Amco oe • MO De Sdo Ave.. P.O. Bo. M-004-am. CA tIM-2Q2 • ~uowrr04" a9 PICA No. W07 Mo,Oer. CIASae-Fwe % 0a4'61W7 t:ALIFORNIA ALL-PURPa� ACKNOWLEDGMENT State of &/ • County of A J • On -AOl i L _ S ZQ� before me, e6;1Le, Da A • kame am TmN� olt'oeA Am D1*. NOW 'bw) personally appeared Nar-ws) of sgnegs) ❑ personally known to me—OR-0 proved tome on the basis of satisfactory evidence to be the person(s) whose narne(s) istare subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in h '-s/he rAheir authorized capacity(ies), and that by histhedtheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. CHRMTM C LEAff M ptMOC WITNESS my hand and official seat. 5grmtura of Notary PuO+.c OPTIONAL Though the Information below Is not required by law, it may prove valuaale to persons relying on the document and Could proven fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Number Signer;9114ame: 7Individual ❑ Corporate Officer Title(s): ❑ Partner --- ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Sigler Is Representing: Top of mumt) we C 1995 Natia+al Notary Associpon - 8236 Ranwlat Ave., P.O. Box 7184 - Cama Park, CA 913M-7184 Prod. No. 5907 So~.. Cam Tots -Free I-M-d76-fi827 STATE OF UTAH (VESCOR CAPITAL CORP.) COUNTY OF WEBER01 ) On this 9 day of personally ap eared before President of VesCor Capital me that he executed the f corporation, and said Val ) ss. , 20 -Of— —, me, the undersigned Notary, Val E. Southwick, the Corp., a Nevada corporation, who acknowledged to oregoing instrument by authority as officer of said E. Southwick duly acknowledged to me that said D oration a ecuted the same. ry Public Residing at Nfk, (A;h4 My Commission Expires: j rLwx LA AiK _ a ; ogdwLUT9440 , O i9 2MI LWSG4 HDAVord Docs f:F0RA15.Notary:VCCNotary Block 5/25/95 KCP V Legal Description of the Land EXHIBIT A LEGAL DESCRIPTION OF THE LAND Lot 1 of Tract No. 13065, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 587, Pages 11 and 12 of Miscellaneous Maps, in the office of the County Recorder of Orange County, California. EXCEPTING THEREFROM all minerals, gas, oil, petroleum, naphtha 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 miners, 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, recorded October 22, 1987 as Instrument No. 87-589855 of Official Records. SF-2001 Agree: Kojo SeadiFf RLS 2001-0161 3,23101 MAR-23-2001 17 r 28 IFSCOR ONE Mt. E301 627 gZ� V. 10Z M WA WRITTEN CONSENT OF THE SOLE DIRECTOR OF VESCOR CAPITAL CORP. The undersigned, being the sole director of VesCor Capital Corp., a Nevada Corporation, (the "Corporation'), pursuant to NRS 78.115, hereby consents to, and by this action approves and adopts, the following resolutions: WHEREAS- The Corporation is the sole member and manager of 11B Equities, LLC, a Nevada limited liability company ("I1B Equities"); and WHEREAS: HB Equities is the managing member of Kojo Seacliff, LLC, a Nevada limited liability company ("Buyer"). RESOLVED: That in connection with the purchase (the "Purchase") of certain real property located in Huntington Beach, California, commonly known as 18100 Kovacs Lane (the "Property"), under that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, with Addendum. to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, each dated as of February 13, 2001, by and between Cabot Industrial Properties, L.P., a Delaware limited partnership (as seller), and Buyer, Val. E. Southwick, as President and Secretary of the Corporation, is hereby authorized and directed, in the name and on behalf of the Corporation, acting as the sole member and manager of HB Equities, acting as the managing member of Buyer, to take any and all actions and execute any and all documents necessary, desirable, convenient or appropriate in connection with the Purchase, including, but not limited to, executing such documents as the City of Huntington Beach, California, through its Redevelopment Agency or otherwise, may require in connection with its consent to the Purchase. RESOLVED FURTHER: That all documents and instruments executed and delivered pursuant to the foregoing resolution shall be in such form and in such definitive terms as the Corporation, acting as the sole member and manager of HB Equities, acting as the managing member of Buyer, determines in its exclusive discretion, such determination to be evidenced conclusively by the execution and delivery of any such document or instrument. RESOLVED FURTHER: That any and all acts of Val. E. Southwick, an officer of the Corporation, done or made heretofore, on behalf of HB Equities or Buyer in connection with the Purchase, including, but not limited to, the execution of all instruments evidencing the Purchase, are hereby ratified, approved and confirmed by HB Equities and Buyer. ym"R s,�uucoorrpp wnrta, coauN of Board of Dira rs MAR-23-2031 16:32 801 627 9229 P.02 MAR-23-2001 17:29 t1ESC'OR ME ML 801 627 9229 P.03 IN WITNESS WHEREOF, the undersigned has executed these Resolutions as of March 23, 2001. DIRE Val E. Southwick M�t c�sa+t�ot 8wrd ct Di.octas 2 TOTAL P.03 MAR^23-2001 16:32 801 627 9229 P.03 k.I RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Approve Sale of 18100 Kovacs Property COUNCIL MEETING DATE: Aril 2, 2001 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) Signed in full by the City Attome Attached Subleases, Third Party Agreements, etc. (Approved as to form by Cit Affome Not Applicable Certificates of lnsuraaS2_LApproved by the Cit Attome Not Applicable Financial Impact Statement Unbud et, over $5,000 Not Applicable Bonds If applicable) Not Applicable Staff Report if applicable) Attached Commission, Board or Committee Report If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Assistant My Administrator Initial City Administrator Initial City Clerk_�.loa EXPLANATION FOR RETURN OF ITEM: RCA Author, Gus Duran X1529 M BOURESTON DEVELOPMENT MICHAEL D. TODD r PARTNER PHONE: 4714) 673-3265 MAIL: 54 RIVERSTONE FAX: (714) 673.1719 IRVINE. CA 02606-7605 E-MASL-. TOD50jVQAGL.00MI V V �, CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY f CITY CLERK LETTER OF TRANSMITTAL OF ITEN1 APPROVED BY THE CITY COUNCiIJ REDEVELOPMENT AGENCY OF THE CITY OF InJNTINGTOY BEACII DATE: TO: Name Street City, State, Zip ATTENTION: /l7 V 1!4_ r ' i0---,A Tat 6q7-7670 x�/� DEPARTAiENT: REGARDU G: !► f ClrJ�ftr .�v Ut L'rr dPrrJ�1y See Attached Action Agenda Item Date of Approval Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page Agreement ✓ Bonds Insurance eC : /II1Gl�Q CA Deed Other eL Todd, /eaures�, Iva CC: _ e ha.,�t k le,- Ce,, , . De v. 1/Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Risk Managemcnl Dept Insurance al Received by Name - Company Name - Date GTollowuphransltr 6 6 L �f y Mlephone: 714.536-5227 ) L Council/Agency Meeting Held:_ Deferred/Continued to: proved 0 Conditionally Approved O Denied wee "_-�7 City Clerk's Signature Council Meeting Date: June 15,1998 Department ID Number. ED 98-20 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION M E2 E SUBMITTED TO: HONORABLE CHAIRPERSON AND REDEVELOPMENT AGENCYC, MEMBERS SUBMITTED BY: RAY SILVER, Executive Director 02.,P rrn�m{ D��v PREPARED BY: DAVID C. BIGGS, Director of Economic Development s w i" SUBJECT: Approval Of Change Of Ownership Of Redondo-Kovacsln&strial ,Property To Cabot Industrial Properties, LP Statement of Issue, Funding Source, Recomrnended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Disposition and Development Agreement between the Agency and Redondo -Kovacs Partners LP requires approval for any change in ownership of the land or improvements. Funding Source: None required as a result of this action. Recommended Action: MOTION TO: Approve the attached Agreement between the Redevelopment Agency and Cabot Industrial Properties LP, a Delaware Limited Partnership (buyer), for the purchase of the property at 18100 Kovacs, and transferring the requirements of the Grant Deed to the new owner. Alternative Actions : Do not approve the Agreement. Analysis: In June 1987, the City Council approved a Disposition and Development Agreement (DDA) with Redondo -Kovacs Partners, LP. The Agreement called for the sale of a five -acre Agency -owned parcel with industrial zoning to the developer and the scope of work called for construction of a 125,000 square foot building and certain street improvements required by the city. Section 314a of the DDA (see excerpt Attachment No. 2) states that the identity of the developer is of material concern to the Agency and therefore any change in the ownership, especially prior to the completion of improvements, requires the Agency's approval (the REQUESTFOR REDEVELOPMENT AGEflCY ACTION MEETING DATE: June 15,1998 DEPARTMENT ID NUMBER: ED 98-20 Agreement further states that such approval will not be unreasonably withheld). The Restrictions of the Grant Deed become the obligation of the buyer, such as 1) continuation of the non-discrimination provisions, maintenance of the improvements, a use consistent with the Redevelopment Plan and a prohibition against subdivision of the parcel. The attached agreement embodies these requirements and it has been executed by the buyer. It is important to note that as a consequence of this $ 8.0 Million sale, the assessed value of the property will increase by approximately $2.3 Million. This will result in $23,000 in additional tax increment revenue to the Agency each year. The buyer is Cabot Industrial Properties, LP, a Delaware Limited Partnership located at 2 Center Plaza, Boston, MA and staff has researched the firm's records to assure that it is qualified to meet the requirements of the DDA. Staff recommends approval of the Agreement (Attachment No. 1) as prepared by the City Attorney. Environmental Status: Not Applicable. Attachmentds): RCA Author. S. Kohler (5457) RCA98.20.130C -2- 06/08/98 1:15 PM IN Change of Ownership Agreement ATTACHMENT #1 'I u� U� 1%t, ! -02 F A .y 5 � {PLATT ��E L13 625 0248 TO 1' }tt98457310=6 P.a2�s P03 Uru AN AGREEMEN7 BETWM THE REDEVELOPMENT AGENCY OF THE CITY OF HIJA1MGTON BEACH APPROVING THE TRANSFER OF THAT PROPERTY KNOWN AS 1S100 KOVACS LANE, HUNTI OTON BEACH FROM REDONDo KOVACS PARTNERS, A CALIFORNIA i nulZTED PARINEUHIP TO CABOT INDi1STR ALPROPERTIES, L.P., A DELWARE IRZM PARTNERSHIP WHEREAS, as of April 15,1987. the Redevelopment Agency efthe City of Hunengton B each ("Agency") and Redondo -Kovacs Parmers, a California limited partnership ("Developer") entered i.-ito a Disposition and Development Agreement ("DDA") regarding that property knnwn as 19100 Kovacs Lane, Huntington Beach, and more specifically described in Exhibit A, arachzd hereto (the "Property"); and The DDA provided for the redevelopment of tie Property cad prohibited the tramfer of the Property without the consent of the Agency; and The Developer has completed the developer improvements for the Property punuant to the DDA, sa evidienced by the Cerificatcs of Complcdon recorded on March 29,1999, frstrumentNo. 89-157971 and on April 6,1999, lnstwnentNo. 99-191103; Heal The Developer seeks to sell the property to Cr bot Industrial Properties, L.P., a Delaware limited pumcrsWp ("Assigner"); and Section 314A of the DDA provides that the Agency may rot uracasoaably withhold approval of any such assignment or sale provided that: 1) The: Assignee shall expressly assume the obligations of the Developer pursuant to the DDA in a wt &g aati09=ry to the Agency; (2) The Agency reasonably determines that the Assignee hu a sati3factory reputation in the 5?/j.n :ANMWC4bm6ss refs 91-342 c1s/9a -rd JU3 0S 'cm 1a:i4 '98 12 FR tFY" BROWN LP9213 625 024e 'TO i�#98A57310ai6 P.03i5 JUN 05 P 0 4 05-05-SB 02:17FK FROK tw. MEVS MICE c.C=uaity for property management wd bnainess prac6raes; and (3) the Agency reasonably dctaraainea that the Assipft is financially capable of performing the dints and discharging the obligations of the Developer under the DDA; and Section 322 of the DDA further provides tb:s &fterrecordatica of the Certificate of Occupancy, nay assign;m of the Developer shall twice subject to only the convettaats set forth in the Guam Deed in accordance with Section 441 of trhe DDA: and The Agcncy bas determined that the Assipw has it satisfactory reptradon in the community for property management and business p.mcuces and is fimancially capable of performing the duties and discharging the obligations of &c Developer unda the DDA; NOW, TMREFORE. the pasties hereto ngree as Mows: Secdem 1. D TW the period that Asslgwe owns the Property. Assignee hereby ag=s to be bound by the covenants sex forth iA the Cram Dead from the Agcnty to the Developer. subject to the terms wd tondi6ons thereof, which Grind Deed vu s recorded on October 22, I987, Instrumarnt No. 87-599855. wid wes modified by the Rzlwucs of Reel Property Covenants and Certificates of Completion for Construction and Development recorded on March 28. 1989 as Instr=ent No. 89-157971 and an April 5,1999 as Instrument No. 99-191103. Purl =t to the foregoing, the only obligations An:gnee is aw=iag are Sections 4(c) and 7 of the Grant Deed. The patties agree that these provisions also apply to any successors of assigns of Assignee in secordarxe with the Great Deed. 2 SFh-.!'C AF=:CA0'1603 us WA2 VZJ-JV6 n.M 05 - 5fl la 1- 2S JUN 05 '9B 15:02 FR MAYF?.BROWN PLATT LA9213 625 024e TO 1`•,,#9e457310#16 P.04i05 uo-un-yu uj:yn MM A RXEY'S OFFICE P05 Section 2. Agency hereby consents to the sale of the Property to Assignee and releases Developer from all responsibilities or liabilities for the performance of the DDA from this date forward. Segfion,3. Agency hereby releases the guarantors, Mehael Todd and Richard E. Boureston and Virginia Boureston from all obligations and liabilities udder the DDA. IN WITNESS WHEREOF, the parties have executed this instrument as of June 15,1"S. ASSIGNEE CABOT MUMIAL PROPERTIES, L.P., a Delaware litnited partnership By: CABOT INDUSTRIAL TRUST, a Maryland real estate investment trust, and General Pager to Cabot Industrial Prooertics. L.P. By By REDEVELOPMENT AGENCY OF THE CITY OF GTON BEACH &atv k�� Chaixm ATTEST: Clark Name :S P,, Ly, y/9 / PROVED A3 TO FORM: (print or type) Its (circle one) Chnirmttalyresldetadvice '�-� I b f o eeideat Agency Counsel 51�� REVIBWED AND APPROVED: (, 6 Name l i (print or type) Its (circle one) searewylcjj Fineae Assia=W Trusutar K 3F/s;PCD':Av=;CWwt683 = 98.342 6/3/98 - 66 IMTIATED AND APPROVED: — /Ad C, fe Director of Economic Development JUN 05 '9A Id: tc LA921s 625 0249 TO i�#994573113#16 P.es/e5 iLiN o5 ' 9a 15= 03 FR MY— B� 4 "TT FOG . vu-us-ia ut: t irs txuM L.;,1 NEY S OFFICE .....• w +rd aa•�o rn rn�raa pet�r►ul•1 tL+•+� tr+:Gl.� e� IM40 1U 3tM1100457312'3+ 17 P.e6eGG 12MMUA toy f of Tracy Na. 13065, in the City of Humthpon Beech, County o1 Orange. State of Callfotnls, as shown on a map rocarded In Book 587, Pages t i end 12 of Mlscrtlenaous Mops, in the aff/co of rhs County Recorder of Orengc County, Callfornle. EXCEPTING THEREFROM ell mtnsrals, ges, all, porralourn, naphrha ,and other hydrocarbon substarlaes In end under scH land. together with of/ necessary and convenfant rights to explore for, develop, produre, exttacr endreke fhs semasubject to rho express llnm/terlon (hart any end aft ooeretioris for the eirploratlen, development, productlon, ewfact/on and taking of any of sold subttontas shall bo cattled on at levels below the depth of 500 feat from rho surfeco 41'seldlendby means ofminors, wept, derricks andlot other tMoment lion( surface lacetlans on edlolning Cr nalghborft lend lyln8 outside the above Cssarlbetf land, end Subfoot further to the oxpross llmltstdvn rher the lotogoing roserwedon shell14 no Way be Interpreted ra Include any right of entryfn arrd upon rho surface ofsald fend, recorded Octcbor 22, 1987 as Instrument No. 87-569655 of Olflclal Records, 351"941.1 Usit list! MAIM (51) ". to v. W 120+0-0- r w 71 d 7.7w 'Icon *�1c TC�TA! AW-19 VR * r ;LM 0S age 14:15 09 Excerpt of Redondo -Kovacs Partners DDA ATTACHIVIENT#2 05/29/1998 14:58 714673ff171''9 V M10-14EL TODD PAGE ©s Improvements, the Developer shall not, except as permitted by this Agreement; without prior approval of the Agency, make any total or partial salt, transfer, conveyance, assignment or lease of 'the Whole or any part of the site or of the Developer Improvements on the Site, other than as expressly contemplated herein. ThisProhibitionshall not be deemed'to prevent the granting of temporary or permanent easements or permits to facilitate the development of the Site. ..In the event that, contrary to the provisions of the -second paragraph of this Section 314, the Developer dcss &all, transfer, 'convey, or assign the Site or the Developer Improvements thereon in whole prior to the issuance of a Certificate of Completion for the Site, the Agency shall be entitled-to.increase the purchase price paid by the Developer for the Site by the amount that the consideration payable for such assignment or transfer is in excess of the purchase price paid by the Developer plus the cost of improvements and development, including carrying charges and costs related thereto_ The consideration payable for such assignment or transfer to the extent it is in excess of the amount so authorized, shall belong and be paid to the Agency and until so paid the Agency shall have a lien on the Site and any part involved for such amount. Tn the absence of specific written agreement by the Agency. .no'such transfer, assignment or approval by the Agency shall be.deemed to relieve the Developer from any obligation under -this Agreement. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Wherever the term "Developer" is used herein,.such term shall include any other permitted successors and assigns as herein provided. 1;314A) ..Prohibition_ Against Transfer _o_€ Site and Change in QwrerahiiD. Management and Cont on of The qualifications and identity of the Developer are of particular concern to the City and the Agency. It is because of such qualifications and identity that the Agency has entered into thif Agreement with the Developer. No voluntary or involuntiry successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. 07-21-67. 4833kj2460/22 -19- 0 C5/29/1938 14:58 71d6731719 MICHAEL TODD PAGE 45 The Developer shall not sell, transfer or convey the Site or the Developer Improvements thereon in whole and shall not.assign all or any part of this Agreement or any rlgh,„s hereunder -except as expressly contemplated by Section 203 hereof, without the prior written Approval of the Agency. The Agency need not consider any request for sale, transfer or conveyance of the Site or assignment of this Agrsement if the Developer is in default under this Agreement. The Agency shall not -unreasonably withhold its approval of an assignment, provided that: .(1) the assigner shall expressly assume the obligations of'the Developer pursuant to this Agreement'in Writing satisfactory to the Agency; (2) the Agency reasonably determines that the assignee has a satisfactory reputation in the community.for'property. management and business practices: and.(3).-the Agency reasonably determines that the assignee is financially capable of performing the duties and discharging the obligations of the Developer under this Agreement. The Agency agrees to -promptly approve any transfer of 'the Site or the Developer Improvements and any assignment of this Agreement to any limited partnership in which Richard E.-Bourtston and ' Michael D. Todd are the general partners, so long as the requirements set-foith in (1) • (3) above are met. The Developer shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the general partners of the Developer and the nature thereof. In -the event that the Agency approves .an assignment of this Agreement, the Developer shall no longer be responsible or liable for the performance of this Agreement thereafter and the Agency shall release the Developer from the Guarantees -(Attachment No. 8); provided, however, that the Agency may reasonably require similar assurances of performance or payment -from any assignee as a condition to the release of the Guarantees. D. 153151 'Mortgage, Deed of Trust Sale and Lease -Back Financing; Rsghts_ofHolders 1.. 153161 No Encumbrances Except Mortgage EDeeds of Trust or Sa a and Lease -Sack for Deyeiopmant Mortgages, deeds of trust and sales and leases -back are to -be permitted before completion of the construction of he Developer le-proveements. but only for the purpose of 1scuring-loans of funds to be used for financing the acgaisition of the Site, the conetruction of improvements on .the Site, and any other purposes necessary and appropriate in connection -with development under this Agreement. The Developer shall.notify the Agency in advance of any mortgage, deed of trust or sale and leaseback financing, if the . Developer proposes -.to enter into the same before completion of the construction of the Developer Improvements on the'Site. 07-21-87 IP 4833k/2460/22 -20- w v v RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Resolutions Approving Sale of Redondo -Kovacs LP COUNCIL MEETING DATE: I ,Lune 15, 1998 RCA ATTACHMENTS:-.: :STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution wlexhibits & legislative draft if applicable) Not Applicable Tract Ma , Location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) (Signed in full by the City Attorne Attached Subleases, Third Party Agreements, etc. A roved as to form Py City Attorney) Not Applicable Certificates of Insurance (Ap2roved PX thtELty Attorne Not Applicable Financial Im act Statement Unbud et, over $5,000 Not Apelicable Bonds If applicable) Not Applicable Staff Report If applicable) Attached Commission, Board or Committee Report If a licable Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS :.:REVIEWED : RETURNED ::. : FORWARDED Administrative Staff Assistant City Administrator Initial City Administrator Initial rCitZ Clerk EXPLANATION FOR -RETURN OF ITEM: RCA Author: S. Kohler i TiCe Notes Office of the City CCerk Huntington Beach, CaCifornia kcig b e e Yl n �y G i`0 ,F- rn C�cl REQUEST FOR CITY COUNCIL ACTION ED 93-05 Date: March 15, 1993 Submitted to: Honorable Mayor and City Council hie bers ll� Submitted by: Prepared by: Subject: Michael T. Uberuaga, City Administrator V1;F_k1 Barbara A. Kaiser, Deputy City Administrator/Economic APPI'.OVED BY CITY COUNCIL. 8-Is 192? CIT CLZ 1C Development KOVACS CIRCLE CONSTRUCUON FUNDS-- RUNIBURSEMENT Consistent with Council Policy? 1 ] Yes [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments STATEAIENT OF ISSUE Council action is required to modify the current year budget document to include the reimbursement of funds to the Redondo -Kovacs Partners. RECONTMENDATION Approve an amendment to the current year budget by appropriating $47,340 for the purposes of reimbursing the Redondo -Kovacs Partners for the construction of street improvements in the Talbert -Beach Redevelopment Project area. ANALYSIS In 1988 the city collected, in the form of a deposit, $57,340 from the Redondo -Kovacs Partners as part of the entitlement approvals for the five acre industrial project in the Talbert -Beach Redevelopment Project area. This deposit was to be used as security towards guaranteeing the construction of right-of-way in the Talbert -Beach Redevelopment Project area. On May 5, 1989, $10,000 of this deposit was used to purchase an easement for the right-of-way. The Redondo -Kovacs Partners now wish to construct the street improvements and be reimbursed remaining unused funds previously placed in deposit. However, because 1 i r RCA ED 93-05 March 15, 1993 Page two unused funds were not expended prior to the end of FY 1989/90 these funds must be reappropriated in the current year budget document in order'to reimburse the developer. 1LR 1. Developer deposit. ALTERNATIVE ACTI�ti' Deny request and have the city bid this project. This would unnecessarily impact the Public Works and Engineering staffs. ATTACIIA ENTS Fiscal Impact Statement Map MTU/BAKISVK:jar 322j 0-9 SECTIONAL DISTRICT MAP 35-5-11 CITY or HUNTINGTON BEACH Ai, ORANGE COUNTY, CALIFORNIA USE OF PROPERTY MAP 9 H tl r s V, V • CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION HUNTINGTON BEACH TO: MICHAEL T. UBERUAGA, City Administrator FROM: ROBERT J. FRANZ. Deputy City Administrator SUBJECT: REQUESTED APPROPRIATION FOR DEPOSIT REIMBURSEMENT ON CONSTRUCTION RIGHT-OF-WAY, FIS 9343 DATE: MARCH 2, 1993 As required by Resolution 4832, a Fiscal Impact Statement has been prepared for the proposed appropriation of $47,320 to reimburse the Redondo -Kovacs Partners for the construction of street improvements in the Talbert -Beach Redevelopment Project Area. Upon approval of the City Council. the balance of the undesignated, unreserved Talbert -Beach Redevelopment Capital Project Fund would be reAced to $853,000. R7 J. F ANZ C Deputy Citj Administrator RJF:skd WPADSERT:1304 REQUEST FO;_ REDEVELOPMENT P jENCY ACTION rftOVED DY GITY GOZJNcIL Submitted to: Honorable Chai Submitted by: Paul E. Cook, Chief Executive Officer RH 88-67 October 3, 1988 - bersCDVVT1,A..- w/c.al.ZIA,a.a Douglas N. La Belle, Deputy City Adrninistrator/Economic Develop Prepared by: APPROVAL OF CERTIFICATE OF COMPLETION; TALBERT-BEACH Subject: INDUSTRIAL BUILDING Consistent with Council Policy? K Yes [ ] New Policy or Exception Statement of Issue. Recommendation. Analysis, Funding Source, Alternative Actions, Attachments: (( J STATEMENT OF ISSUE: The Talbert -Beach industrial building, constructed on land sold by the Redevelopment Agency is now complete. Pursuant to a Disposition and Development Agreement and a request from the developer, attached is a Certificate of Completion. RECOMMENDATION: Approve and authorize the Agency/City Clerk to execute the attached Certificate of Completion for the Talbert -Beach industrial building (18100 Kovacs; Southwest Quilted Products, Inc.). ANALYSIS: Subsequent to a solicitation for proposals, a Disposition and Development Agreement (DDA) was approved by the Agency on July 20, 1987, and the five acre industrial parcel in the Talbert -Beach Redevelopment Project Area was sold to Redondo -Kovacs Partners in October, 1987. The building is now complete (see Building Division Certificate of Occupancy attached). The DDA also requires that a Certificate of Completion be issued by the Agency. This is to be issued on one condition: That the developer has deposited with the Agency a letter of credit (or other acceptable security) for the construction of road improvements not completed as part of the development. Specifically, these are referred to as the "Triangular Parcels" and require the acquisition of private property to connect the street segments of Redondo and Kovacs Streets already in place (see map attached). The developer was able to acquire and complete the street improvements on one of the two Triangular Parcels. In regards to the second; it has determined to post cash with the Agency in an amount equal to 150 percent of the anticipated acquisition costs and the City Engineer's estimate for the construction of the improvements. This conforms to the requirement of the DDA. ,-""P 100011,0� P1011185 RH 88-67 October 3, 1988 Page Two Therefore, it is recommended that the Certificate of Completion be approved at this time. FUNDING SOURCE: No expense to the Agency. ALTERNATIVE ACTION: Do not approve the Certificate of Completion. ATTACHMENTS: 1. Certificate of Completion. Z. Map of Triangular Parcels. 3. Building Division Certificate of Completion. 4. Letter of Request from Developer. PEC/DLB/SVK:sar 3695r � Y ' � R F rim- ,z- �; -�--- doe rr new de r+�+.+ or -•►'�, co J 1 C •. v one" r.c•. owl ame,, • r • ..r�r re•••.r•+ .' +or1 MR Moos u "'r"" •' PROPERTY NEEDED T'Q COMPLETE `. STREET NIPROVEMENTS Ta I, .._ CONCEPTUAL SITE DEVELOPMENT STUDY KvIrr1/«row ofAc", tAtlroanla 0 I HECERTIFICATE OF OCCUPANCY CITY OF HUNTINGTON BEACH DEPARTMENT OF COMMUNITY DEVELOPMENT rnmiwGroN 616401 August 23, 1988 Date Address 18100 KOVacs District Business Name SOUTHWEST QUILTED PRODUCTS, INC. Tel 891-7612 Business Type MANUFACTURER Occ Group B-2 BUILDING OWNER BUSINESS OWNER/MANAGER Name REDONDO KOVACS PARTNERS Name JOE E . ROBERTSON Address 3355 Via Lido Ste. 205 Home AddresS3432 Venture Dr city Newport Beach, CA Tel 673-6500 �,ty H B., CA 92649 Home rep40-4955 Construction No of Stories Occupant Load 5 8 3 Sprinklered This Certificate of Occupancy SHALL BE posted to a conspicuous place on the premises and shall not be removed ex cepL by the Building Official Y DEPARTMENT OF COMMUNITY DEVELOPMENT by Q/�J � t J. ► UN'TV crow KACH AJdress Bisiness �` �J r �js3 APPWCATION FOR CERTIFICATE OF CC tNNCY CITY OF HUNTINGTON BEACH DEPARTMENT OF DEVELOPMENT SERVICES {PRINT OR T`rP: ONLY) /F/0ID IS0U/gC5 B isiness Type iC. Disluic T� Occ. Group .. BUILDING OWNER BUSINESS OWNERAIANAGER Name.A �Til/!/5+11�7iI%s�l�! - D1 ��. r _. Tel /� • ~ _ yp its THIS USE WOULD BE DESCRIBED AS: M NEWLY CONSTRUCTED BLDG. ❑ CHANGE OF OWNER _ ❑ CHANGE OF OCCUPANT ❑ EXISTING BUILDING ❑ CHANGE OF USE ❑ ADDITIONAL OCCUPANT Indicate former use, if any SQUARE FT. OF BUILDING TO BE OCCUPIEDIZ-: 7 47 140TICE: 1. 2. 3. �GG Occupancy Gr. �Z D-v Occupancy of any building is prohibited ano a business license will not be issued until the building has been inspected and a certificate of occupancy is issued - No electrical service will be released for any existing building until the service has been inspected and certified safe. All applicants for occupancy in an existing building are required to schedule an e!ectrica' 'fuse up' inspection in the Department of Development Services aI the time this application is filed. Change of occupancy or use inspection fee. Whenever it is necessary to make Inspection of a building or premises in order to determine it a change may be made in the character of occupancy or use of the building or premises which would place the building in a different division of the s: me group of occupancy or in a different group of occupancy, a change of occupancy inspection tee of S shall be paid to the city. Huntington Beach Fire Code Section 10.203 requires that building numbers must be a minimum of four (4) inches in height with one half (1/2) inch stroke. and of a contrasting color from the background. These numbers must be posted on your building in .a location that is visible from the street. Huntington Beach Fire Code Section 10.301 requires fife extinguishes selection and distribution per the National Fire Protection Association parnphlet 10 (see reverse side). SUPPLEMENTAL INFORM N OCCUPANCY GROUP OCCUPANT LOLOAD --7� NO. OF ATOP10 .���[J I h A; � e,� ' f .Z_y APF ROVE BY DATE (FOR OFFICE USE ONLY) _x3 . ZONING PLAN CHECK NO. NO. PARKING SPACES PERMIT NO. - HEALTH DEPT. APPROVAL ADMIN. ACTION UTILITIES RELEASED CERTIFICATE OF OCCUPANCY FEE CHANGE OF USE OR OCCUPANCY FEE TOTAL S :5.0:3 REv DEVELOPMENT SERVICES IN r� BOURESTON DEVELOPMENT, INC. 3355 Via Lido, Suite 205, Newport Beach, California 92663 (714) 673-6577 September 19, 1988 Mr. Stephen V. Kohler CITY OF HUNTINGTON BEACH 200 Main Street P.O. Box 190 Huntington Beach, CA 92648 RE: 18100 Kovacs Certificate of Completion Dear Steve: D��A��M�NS� opMEN� coMh�tl3�1Z� ftEPIN The DDA between Huntington Beach Redevelopment Agency and Redondo -Kovacs Partners, dated July 20, 1987, page 23, section 322 provides for the Agency to furnish a Certificate of Completion upon completion of the facility. This letter serves as my written request for said certificate. Thank you for your assistance. Sincerely, BOURESTON DE$TLPjbMENT, INC. Michael D. MDT:cw Industrial Development Ab ATTACHMENT NO. 6 :Lkecording Requested by: When Recorded Return to and Mail Tax Statements to: Redondo -Kovacs Partners 3355 Via Lido, Suite 205 Newport Beach, CA 92663 RELEASE OF REAL PROPERTY COVENANTS AND CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT WHEREAS, by Grant Deed dated September 10, 1987 and recorded on October 22 1987 as No. 87-589855 of the official records of t e County Recorder of the County of Orange, California, the Huntington Beach Redevelopment Agency, a public body, corporate and politic ("Agency") conveyed to Redondo -Kovacs Partners, a California limited_.partnership ("Developer"), certain real property situated in the City of Huntington Beach, California, described on Exhibit "l" attached hereto and made a part hereof; and WHEREAS, as referenced in said Grant Deed, the Agency shall furnish the Developer with a Certificate of Completion upon completion of construction and development, which certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County; and WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the construction and development required by the Grant Deed; and WHEREAS, the Agency has conclusively determined that the construction and development on the above described 'real property required by the Grant Deed has been satisfactorily completed; and WHEREAS, Paragraph 6 of the aforementioned Grant Deed contains a condition subsequent providing for revesting in event of violation of the provisions set out in said Deed after conveyance and prior to recordation of the Certificate of Completion: Attachment No. 6 Page 1 of 2 e.,e d /'i"1 NOW THEREFORE, the Agency hereby finds and determines as follows: i-x As provided in said Grand Deed, the Agency does hereby certify that the construction and development has been fully and satisfactorily performed and completed. 2. The condition subsequent contained in Paragraph 6 of the Grant Deed has been fully and satisfactorily performed and is of no further force or effect by reason thereof,,, 3. Nothing contained in this instrument shall modify in any other way any other provisions of said Deed. IN WITNESS WHEREOF, the Agency has executed this certificate this _3e day of 19899 ATTEST: C/G'1r HUNTINGTON ���z;;r H. RVPMENT AGENCY By: � Chairman Attachment No. 6 Page 2 of 2 Recording Requested by: When Recorded Return to and Mail Tax Statements to: Redondo --Kovacs Partners 3355 Via Lido, Suite 205 Newport Beach, CA 92663 FLEA E OF REAL COVENANTS -AND CERTIFICATE OF COMPLETION FOR CONSTRUCTION_ AND DFVELOPMENT WHEREAS, by Grant Deed dated September 10, 1987 and recorded on Octgber 22, 1987 as No. 27-589Q55 of the official records of the County Recorder of the County of Orange, California, the Huntington Beach Redevelopment Agency, a public body, corporate and politic ("Agency") conveyed to Redondo --Kovacs Partners, a California limited partnership ("Developer") , certain real property situated in the City of Huntington Beach, California, described on Exhibit "I" attached hereto and made a part hereof; and WHEREAS, as referenced in said Grant Deed, the Agency shall furnish the Developer with a Certificate of Completion upon completion of construction and development, which certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County; and WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the construction and development required by the Grant Deed; and WHEREAS, the Agency has conclusively determined that the construction and development on the above described real property required by the Grant Deed has been satisfactorily completed; and WHEREAS, Paragraph 6 of the aforementioned Grant Deed contains a condition subsequent providing for revesting in event of violation of the provisions set out in said Deed after conveyance and prior to recordation of the Certificate of Completion: J� NOW THEREFORE, the Agency hereby finds and determines as follows: 1. As provided in said Grant Deed, the Agency does hereby certify that the construction and development has been fully and satisfactorily performed and completed. 2. The condition subsequent contained in Paragraph b of the Grant Deed has been fully and satisfactorily performed and is of no further force or effect by reason thereof. 3. Northing contained in this instrument shall modify in any other way any other provisions of said Deed. IN WITNESS WHEREOF, the Agency has certificate this day of ATTEST: �C« cC.-?-tOGllrc'Zr Secretary STATE OF CALIFORNIA ss: COUNTY OF ORANGE ) executed this 1988. HUNTINGTON BEACH R EVEL t1T AGENCY By: -N .ee'e"s.- On this _ day of _Pp , 19 . before me, a Notary public in and for said County and State, personally appeared p _ , known to me to be the Mayor and n in r-k cJ , known to me to be the City Clerk of the City of Huntington geach, the municipal corporation that executed the Within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. OFFICIAL SEAL BETTE BARILLA Notary Public-CaW mIa ORANGE COUNTY try+ Comm. Ev. 4m. a, TW �€ f%� BARi OA " DE3CRIPT10N OF OPERATIONSFLOC�.`Cp19. ,1 j ECIAL ITEMS Waiver of subrogation in favor of The City of Huntington Beach applies. k, Certificate Holder is named as Additional Insured. See reverse for Prim a NISSUE DATE IMM,016Y) y 10/14/87 M PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER Of INFORMATION ONLY AND CONFERS NO RIGHT3 UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, SAY & RENFRO INSURANCE BROILS EXTEND CR ALTER THE COVERAGE AFFORDED BY THE POLICIES IBELOW. P.O. BOX 1607 COMPANIES AFFORDING COVERAGE NEWPORT BEACH, CA 92663 • COMPANY A Nautilus Insurance Company Y ` 0 TEAY n Progressive Casualty Company ;NSURED Michael Todd & Richard Boureston,DBA: COMPANY C Redonda -Kovacs Partners LETTER A California Limited Partnership COMPANY L) 3355 Via Lido, Suite 205 LETTER Aa 69 "t Newport Beach, California 92660 COMPANY E- LETTER THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW'THSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDI- TIONS OF SUCH POLICIES. Co T TYPE Of INSURANCE POLICY NUMBER PCLIC EFFECTRE DATE N-AVDYYI POLICY EXPIRAT1" DA7E wmD0,YY. LIABILTY LIMITS IN THOUSANDS A n `T _ OCce,ppF,,rE A3GREGATE GENERAL LIABILITY BODILY CCI.IPREHENSNI FORM I�RY $ S PREWSESIOPERATIONS PROPERTY A ExnOSCN a COLLAPSE HAZARD L 20098 10/9/87 10/9/88 DAMAGE $ PRJD YTS'CCRIP:ETED OPERAT;ONS Ca.?F ruAL COMs ED $ 1 ,000 $1,000 I%DEPENCf%r CO',TRACTORS B.R'AD FORM PROPERTY DAMAGE 11110inY PERSONAL ItlJURY $1, 000 AUTCMOBILE LIABILITY my {Ltii AUTO �PT�y: S ALL OV,74ED AUTOS (PRN PASS) my ALL OYINED AUTOS (PRH� A THA I) ASS IP` +rWE�� $ HIRED AUTOS PROPERTY IIDII OV.-ED AUTOS DAMAGE $ GARALE LIAB'LTTY BIaPD COMBINES $ EXCESS LIABILITY U" 39.LLA FMI BI a PO COMBINED n n $ 2,000 nn `�2,COO R OTI•ER THAN UM°aELLA FOkm 681.86 0 n /p �F� STATLjTORY WORKERS' COMPENSATION S (EACH A: CLEW) AND �S TO �Q is EMPLOYERS' LIABIU>�PRO S (DISEASE-PaCY LIMA) (DISEASE EACH ELIPLOYEEI ITTT011 '" � '��' OTHER CITY �Y� e Insurance City of Huntington � Beach _ I t I s Officers SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX. ' PIRATIp DATE THEREOF, -THE ISSUING COMPANY WILL ENDEAVOR TO rmpl oyees and Agents MAI J DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 2000 West Main Street LE F A r_r.I1Ij0.UFOyT_hE_COLLAANV, _ Huntington Beach, California 92648. AUT4io j =nACPREmr_TITATIVE - -- 87-338835 19019 10 JMKW EME Pab 01,11117 P2a2S 0203137 Cr10T TRE Co. Recording requested and return to: Recorded at the request of M*01 COAST TITLE CO. Edsell M. Eady, Jr., Esq. Jones Hall Hill & White, 8:80 JUN 16 1987 A Professional Law Corporation A.M. .0„.cu111eco,a, Four Embarcadero Center, Suite 1950 orange county ca"torn.a San Francisco. California 94111 Cl < �>9FC-a 1f.�+a�.� Itecer0er FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS By and Among CITY OF HUNTINGTON BEACH And WARNER PARTNERSHIP 1, Ze A CALIFORNIA LIMITED PARTNERSHIP N And FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE Dated as of January 1, 1987 Relating to: $8,165,000 CITY OF HUNTINGTON BEACH MULTIFAMILY HOUSING REVENUE BONDS (WARNER AVENUE APARTMENTS PROJECT) 1985 SERIES C IM 8t1..j3,38835 FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS This FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (as from time to time amended by any amendment entered into pursuant to the provisions hereof, this "First Amendment"), dated as of January 1, 1987, among the City of Huntington Beach. a municipal corporation and charter City duty organized and existing under the laws of the State of California (together with any successor to its rights and obligations hereunder. the "Issuer"). Warner Partnership I, A California Limited Partnership (the "Developer"), and First Interstate Bank of California. as trustee (the "Trustee"). WITNESSETH THAT: WHEREAS, the Issuer has heretofore issued, sold and delivered its Multifamily Housing Revenue Bonds (Warner Avenue Apartments Project). 1985 Series C (the "Bonds") in the aggregate principal amount of S8.165.000 pursuant to an Indenture of Trust, dated as of October 1. 1985 (the "Indenture"). by and between the Issuer and the Trustee; a.1d WHEREAS, in connection with the Bonds, the Issuer, the Trustee and the Developer entered into a Regulatory Agreement and Declaration of Restrictive Covenants, dated as of October 1, 1985 and recorded in Official Records of Orange County, Californ a, on October 25, 1985. as instrument number 85-411931 (the "Regulatory Agreement"); and WHEREAS, Section 11.01 of the Indenture and Section 13 of the Regulatory Agreement permit the amendment of the Regulatory Agreement, without the consent of the owners of the Bonds. but subject to the prior consent of the Trustee, the Credit Institution (as such term is defined in the Indenture) and the Bond Insurer (as such term is defined in the Indenture): and WHEREAS, the Issuer has been provided with an opinion of Bond Counsel (as such term is defined in the Indenture) that this First Amendment is authorized by the terms of the Indenture and the Regulatory Agreement; NOW, THEREFORE, this First Amendment witnesseth that the Issuer, the Trustee and the Developer hereby agree and covenant as follows: Section f. DEFINITIONS. Except as modified hereby. all terms used in this First Amendment which are defined in the Regulatory Agreement are used herein as so defined. Section 2. MODIFICATIONS. Section 4(d) of the Regulatory Agreement is hereby modified to read in full as follows: "(d) the Company will obtain and maintain on file applications, and written third party or other appropriate verifications of source and amount of income and similar evidence of tenant qualification, as well as evidence of any corrective action requested of any tenant, for inspection of the Issuer, the Mortgage Lender or the Trustee, upon reasonable notice and at reasonable times". Section 3. APPLICABILITY OF REMAINING PROVISIONS. Except as expressly modified by the provisions of Section 2 of this First Amendment, the provisions of the Regulatory Agreement shall remain in full force and effect. Without limitation upon the foregoing, the provisions of Sections 11, 12, 13, 14, 15, 16 and 17 of the Regulatory Agreement shall apply to this First Amendment and are hereby incorporated herein as though set forth in full, and all references in the Regulatory Agreement to the Regulatory Agreement shalt be deemed to be references to the Regulatory Agreement as modified by this First Amendment. 07--3j8835 IN WITNESS WHEREOF, the Issuer has caused these presents to be executed in its name and behalf by its City Administrator. the Developer has caused these presents to be executed in its name and behalf by its Managing General Partner, and the Trustee has caused these presents to be executed in its name and behalf by its assistant vice president, all as of January 1, 1987. CITY OF HU GTON BEAC By: City Administr or WARNER PARTNERSHIP I. A CALIFORNIA LIMITED PARTNERSHIP By Lincoln Property Company No. 1225. A California Limited Partnership / �e:-• 12< By: A Managing General Partner FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By r sistant Vice President APPROVED AND ACCEPTED by MERCANTILE CAPITAL CORPORATION By.-+Alt� President APPROVED AND ACCEPTED by MERCANTILE CAPITAL_ FINANCE CORPORATION NO. 19 By: 0^X-0 President APPROVED AND ACCEPTED by UNITED STATES FIDELITY AND GUARANTY COMPANY T—ZigK: ^� t Title: -2- State of California } )SS County of nor } , On this ,,.1� day of , in the year 1987, before me, C (' 02, E A - , .tea,, a notary public, Upersonay appeared ��j-�� s w • 7 " r_� personally known to rt(e (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as City Administrator of the City of Huntington Beach and acknowledged to me that the City of Huntington Beach executed it. (signature) 2 e-&.A4 (Typed Name) Notary Public for the State of Califomia My commission expires: la- /,,_g SEAL OCKWAYEM CALIFORNIAOR-k JOc7 1M 19* -3- • 835 State of California } ��l� t' County of ) SS) c�{ ; 1 r— On IN 17Lj day of I i -;L n= . in the • year 1987 re me. a notary public, : ersonauy appeared 2+tj)alf o . j�/� i'.j: perso ally known to me (or proved to me on the basis of satisfactory evidence) to be one of the partners of Lincoln Property Company No. 1225. a partnership, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be one of the partners of Warner Partnership I. the partnership that executed this instrument and ackncwledged to me that they executed the same as partners of the partnership first above named. that said partnership executed the same as a partner of Warner Partnership I, and that said last named partnership executed the same. r arxs ' (signature) Y�r ORANGE COUNTY (Typed Name) Comm. Eam Mar. 2t. Ild9 Notary Public for the State of California My commission expires: /1 21KA 1`1V l .4- State of California ) ) SS County of >ZW� On this day of 24941= in the year 1987, before me. a notary publi , personally appeared sT �#Zj/ &LeE�o , personally kno to me (or proved to me on the basis of satisfactory evidence) to fee the person who executed this instrument as Assistant Vice President on behalf of First Interstate Bank of California and acknowledged to me that First Interstate Bank of California executed the within instrument pursuant to its by-laws or a resolution of its board of directors. OFFICIAL SEAL MA. ROSE C. FACKLAM '�4 14mary Public•Carilania Pnocipar Office In Los Angeles County My Comm. Errp July 7, 1987 C. (signature) AN RQi'E 1? . F&Y44I (Typed Name) Notary Public for the State of California My commission expires: -5- I,TLrtY � I !8� • • � 8T-�8835 State of California ) SS County of S� FPyWC,1� b On this day of _F-C LlAV—� _ , in the year 1987, before me. C ct a notary public, personally appeared DES (ZEE personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as President on behalf of Mercantile Capital Corporation and acknowledged to me that Mercantile Capital Corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. RM SAM xz_, 7 c S/�4i4LL f>I�itIM•! (Typed Name) QY>1�Ya O Notary Public for the State of California �rtatttiMM Dirt 1tr � !� OOVERI"IF M CODE 27361.7 My commission expires: •171 � �� �• • i• • • 71• r• � • Y• �• • � � • • as � DATE WZUSSION EXPIRES .Tu,,ovjoc_:- 3 _ / 9A 7 CrUm m k't= B= Is FIT t7 dA% • +�IQ%�I+r C 1 S C e J' 1 PLACE OF ION 4 r AM DATE f OWCE COAST TITLE Cam ]DON BOYNTOK •6- State of California } ) SS County of ) On this jftX _ day of _EC M VV--Si _ , in the year 1987. before me, _1L46C J d4AI a notary public. personally appeared �17A_ 3 MEEFE _ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as President on behalf of Mercantile Capital Finance Corporation No. 19 and acknowledged to me that Mercantile Capital Finance Corporation No. 19 executed the within instrument pursuant to its by-laws or a resolution of its board of directors. —TEE an UWL (Typed Name) IMF t1lM-CR OM Notary Public for the State of California IN1rCwi�� tt�gir• Jr� !. t�liT My commission expires: :VVd 7 GOVERi1"I>:Nr CCDE 27361.7 I CEFT FY UNDER THE PENALTY OF PERXTY THAT THE MMY SEAL Ctl THE DOCUMM TO Vi= THIS STATE IMTr IS ATTA= READS AS FALL K5: MME QF NMARY -XI-4CAle k54S444. . • a• 1 • .• •+a. • r • �.•a• r fist. / � r '' -7- 8T.J8835 s State of ) .On this ay of in theme t387, befory ripe. c'• �/ a notary public personally appeared r_ tea• JJ �" �µv b pe $on ' y known to me (or proved to maa an a basis of satisfactory evidence) to be he person who executed this instrument ash - /e ��—on behalf of United States Fidelity and Guaranty Company and acknowledged to me that United States Fidelity and Guaranty Company executed the within instrument pursuant to its by-laws or a resolution of its board of directors. (signature) �.f -7�-- All 111L� S L (Typed Name) 1 Notary Public for the State of GfTfo rrma Ile Y t-:1i My commission expires: 774 7 161 -- $Tl�38835 Exhibit A Legal Description The land referred to herein is situated in the County of Orange, State of California. and is described as follows: Lots 1. 2 and A of Tract No. 11532. in the City of Huntington Beach, as per map recorded in Book 491. Pages 10 and 11 of Miscellaneous Maps, in the office of the County Recorder of said County. EXCEPT THEREFROM all oil, gas. minerals and other hydrocarbon substances lying below a depth of 544 feet without any right to enter upon the surface or the subsurface of said land above a depth of 500 feet, as provided in instruments of record. Also except the subsurface water rights but without the right of entry to the surface or to the subsurface above the depth of 500 feet as dedicated to the City of Huntington Beach on the map of said Tract. A-1 :f re.+ t.w.. / � r orrrw! . . 1. ���— i • \ . • �. 'WIML P"• �• ■O" fft 1 M]R tiJ r EXHIBIT I STAT1 MAL SLMj+tAAY LVI alsts 72-tN fI tr NO a►. Ii•r OfMrl • ratrrlr�a tPCgseaop. tMti uVAN ws 1/?OOr tOa tc1AI. 111.4" O►. two 016 r 'ItAI/AAAtV M IrAC:f"? s►. tYMCJ/a AMA WO SO ►00 I.*" sr. kAPW8Cyt »s" i►. kr+.w+y �Puft _ --- .�.... tstir�tt rs.Purta►► Im u balm +-t min 07. tars u IJM m% I MFW +�a •1atM 014AOO IF ta0 IA it 9cFnPOOL ease Or ta.r slam t rrwroal a . kTpiK FMOM4r tb"Ows/.YAttlOtoo Ifrr 187 trrelr "110 X.R. l.•rACArg A0410011s rim a,. LAPCOCAR f9co"m Wa4m "Am or. C NNGTWXIIM rrra • t sw I •.+r+ti Owww" %va ►rs wMr ► Mf Mr•ri C:01+rl�MON OwOrOO1 ttrtl rA.y" O►. "Joe or, I04Ak—e►. AAM tit. 1I tI00 op.) WAM CONCEPTUAL SM DEYELOPLWNT STWY On AMA .. Atoms II►.FW 0. Mvrrlxaro• OtAt". CALltawNIA TK DLANJiN(� 88CENTM I I • � Mrl. EXHIBIT 1 LEGAL DESCRIPTION OF THE PROPERTY Parcel NO. 7 of Tentative Tract Map No. 11955 (as revised), as recorded in the records of the County Recorder of the County of Orange, California. it v ORIGINAC DISPOSITION AND DEVELOPMENT AGREEMENT by and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY, AGENCY, and REDONDO-KOVACS PARTNERS, a California limited partnership DEVELOPER, and THE CITY OF h'UNTINGTCN BEACH, CALIFORNIA, CITY Dated as of July 20, 1987 DISPOSITION AND DEVELOPMENT AGREEMENT by and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY and REDONDO•KOVACS PARTNERS, a California limited partnership and HE CITY OF HUNTINOTCN BEACH, CALIFORNIA TABLE OF CONTENTS I. [§100) SUBJECT OF AGREEMENT A. [§101) Purpose of Agreement B. [§102] The Redevelopment Plan C. [§103) The Project Area D. [§204) The Site E. [5105) Parties tc the Agreement 1. [§106) The Agency 2. [§107) The Developer 3. [§108) The City F. 16109) Good Faith Deposit II. [§200) ACQUISITION AND SALE OF THE SITE A. [§201) Precise Plan of Street Alignment or Amendment B. - [§202) Acquisition of the Site C. [§203) Disposition of Site D. [ §204 ) Escrow -i- E. 1§2051 Conveyance of Title and Delivery of Possession F. 1§2061 L Form of Deed for.the Conveyance G. [§207] Condition of Title 11. 162081 Time for and Place of Delivery of Deed I. [§209] Recordation of Deed J. [§210] Title Insurance K. [§2111 Taxes and Assessments L. 1§212] Occupants of the Site M. [6213] Condition of the Site; Evaluation of Soils Condition N. [§2141 Preliminary Work 0. [§215] Conditions Precedent to the Conveyance P. [§216] Zoning of the Site III. [§300] DEVELOPMENT OF THE SITE A. [§301] Development of the Site by the Developer 1. [§302] Scope of Development 2. [§303) Design Concept Drawings 3. [§304) Construction Drawings and Related Documents 4. [§305] Approval of Maps, Plans, Drawings and Related Documents 5. [0061 Cost of Construction 6. [§307] Construction Schedule 7. [6308] Bodily Injury and Property Damage Insurance S. (009] City and Other Govern- mental Agency Permits 9. (5310]- Rights of Access 10. [§311] Local, State and Federal Laws 11. [§312] Antidiscrimination During Construction B. [§313] Taxes, Assessments, Encumbrances and Liens C. [§314] Prohobition Against Transfer of the Site, the Developer Improve- ments Thereon and Assignment of Agreement Prior to Completion of Improvements [5314A) Prohibition Against Transfer of the Site, the Developer Improve- ments Thereon and Assignment of Agreement After Completion of Improvements D. (§315] Mortgage, Deed of Trust, Sale and Lease -Back Financing; Rights of Holders 1. [§316] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease -Back for Development 2. [§317] Holder Not Obligated to Construct Improvements 3. [5318) Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure 4. [6319] Failure of Holder to Complete Improvements 5' [§320] Right of the Agency to Cure Mortgage or Deed of Trust Default E. [§321] Right of the Agency to Satisfy Other Liens on the Site After Title Passes -iii- F. 1§3221 Certificate of Completion; Partial Certificates of Completion IV. [§4001 USE OF THE SITE A. [§401] Uses B. [5402] [RESERVED] C. [§403] Rights of Access D. [§4041 Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction V. [§500] GENERAL PROVISIONS A. [§501] Notices, Demands and Communica- tions Between the Parties B. [§502] Conflicts of Interest C. [§503] Enforced Delay; Extension of Times of Performance D. (55041 Nonliability of Officials and Employees of the Agency E. [§5051 Inspection of Books and Records VI. [§600] DEFAULTS AND REMEDIES A. [§601] Defaults --General B. 1§6021 Legal Actions 1. [§603] Institution of Legal Actions 2. [§604] Applicable Law 3. 1§6051 Acceptance of Service of Process C. - [f606] Rights and Remedies Are Cumulative D. [§607] Inaction Not a Waiver of Default -iv- I E. [6608) Remedies and Rights Prior to Conveyance 1. [6609] Damages ' 2. [5620) Specific Performance 3. [§611] Termination by the Developer 4. [§612] Termination by the Agency F. (§613) Remedies of the Parties for Default After Passage of Title and Prior to Completion of Construction 1. [§614] Termination and Damages 2. (6615) Action for Specific Perforn. ance G. [§616] Reentry and Revesting of Title in the Agency After the Conveyance VII. [§700] SPECIAL PROVISIONS A. [§701) Submission of Documents to the Agency for Approval B. [§702] [§Reserved] C. [6703] [§Reserved) D. [§704] [§Reserved] E. [5705] Real Estate Commissions F. [§706] Successors in Interest G. [§707) Recordation H. - [5708] Amendments to this Agreement VIII. (§800] ENTIRE AGREEMENT, WAIVERS IX. [§900) TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY -v- ATTACHMENTS: 1. Site Map 2. Legal Description 3. Schedule of Performance 4. Grant Deed S. Scope of Development 6. Certificate of Completion 7. Memorandum of Agreement a. Guarantees DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY (the "Agency"), REDONDO-KOVACS PARTNERS, a California limited partnership (the "Developer"), and THE CITY OF HUNTINGTON BEACH, CALIFORNIA (the "City"). The Agency, the City and the Developer hereby agree as follows: I. [§100] SUBJECT OF ACREEME11T A. [§101] Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the Talbert -Beach Redevelopment Project Area (the "Project Area") by providing for the disposition and development of certain property situated within the Project Area (the "Project"). That portion of the Project Area to be developed pursuant to this Agreement (the "Site") is depicted on the "Site Map," which is attached hereto as Attachment No. 1 and incorporated herein by reference. This Agreement is entered into for the purpose of developing the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement and the conveyance by the Agency of that certain real property to the Developer is in the vital and best interest of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [§102] The Redevelopment Plan The Redevelopment Plan was approved and adopted on September 20, 1982 by Ordinance No. 2577 of the City Council of the City of Huntington Beach; said ordinance and the Redevelopment Plan as so approved (the "Redevelopment Plan") are incorporated herein by reference. C. [§103] The Pro ect Area The "Project Area" is located in the City, the exact boundaries of which are specifically described in an instrument recorded October 5,-1982. No. 82-350907 of the Official Records of Orange Caunty,`which instrument is incorporated herein by reference and made a part hereof. D. 1§1041 The Site The Site is that portion of the Project Area designated on the Site Map (Attachment No. ]) and described in the "Legal Description", which is attached hereto as Attachment No. 2 and is incorporated herein by reference. E. I§1051 Parties to the Agreement 1. 1§1061 The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at City Hall, 2000 Main Street, Huntington Beach, California, 92648. "Agency," as used in this Agreement, includes the Huntington Beach Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. 2. {51071 The Developer The Developer is a California limited partnership having its principal offices at 3355 Via Lido, Suite 205, Newport Beach, California 92663. The Developer represents and warrants to the City and the Agency as follows: A. The Developer is a limited partnership duly formed and operating under the laws of the State of California and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. B. The Developer does not have any material contingent obligations or any Material contractual agreements which could materially adversely affect the ability of the Developer to carryout its obligations hereunder. C. •There are no material pending or, so far as is known to -the Developer, threatened, legal proceedings to which the Developer i€ or may be made a party or to which any of its property is or may become subject, which has not been fully disclosed in the material submitted to the Agency which could materially adversely affect the ability of the Developer to carry out its obligations hereunder. 07-21-87 4633k/2460/22 -2- D. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer, and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. E. The Developer has performed all of its obligations to be performed at or prior to this date in accordance with the Schedule of Performance and is not in default hereunder. F. Richard E. Soureston and Michael D. Todd are the general partners of the Developer and have all requisite authority to execute this Agreement on behalf of the Developer. Upon its execution by the Developer, the City and the Agency, this Agreement will be a valid and binding obligation of the Developer in accordance with its terms. 3. (§108] The_City The City is a municipal corporation duly organized under the laws of California. The principal office of the City is located at City Hall, 2000 Main Street, Huntington Beach, California, 92648. The City shall not be responsible for the undertakings of the Agency pursuant to this Agreement. F. E§1091 Good Faith De osit The Developer has delivered to the Agency a good faith deposit in the amount of Fifty Thousand Dollars ($50,000) (the "Good Faith Deposit") as security for the performance of the obligations of the Developer, and its retention by the Agency as liquidated damages in accordance with the provisions of this Agreement if the Developer fails to perform. If the "Conveyance" (as defined in Section 204) is effected pursuant to this Agreement, the Good Faith Deposit (together with any interest earned thereon) shall be Credited against the Purchase Price payable by the Developer. If the "Conveyance" is not effected by the Agency for the reasons set forth in Section 611(b) of this Agreement, the Good Faith Deposit shall be'returned to the Developer. In all circumstances, the Agency shall be entitled to retain the Good Faith Deposit. 07-21-87 4633k/2460/22 -3- v II. 1520O1 ACQUISITION AND SALE OF THE SITE A. 162011 Precise Plan of Street Alignment or Elimination Provided that the Developer is in compliance with its obligations pursuant to Section 204 of this Agreement, the City will use its best efforts to review subdivision maps and plans for the Site and, if required, will use its best efforts to initiate within the time set therefor in the Schedule of Performance and thereafter conclude proceedings for the elimination of City streets and alleys. The Agency, the City and the Developer agree to comply with the provisions of Section 322 hereof relating to the Conceptual Site Development Study (Exhibit I to Attachment No. 5) (such parcels herein referred to as the "Triangular Parcels") and the final Precise Plan of Street Alignment approved by the City (herein referred to as the "Precise Street Plait"). B. 1§2021 Acquisition of the Site Subject to applicable terms and conditions of this Agreement, the Agency agrees to sell to the Developer and the Developer shall purchase from the Agency the Site. The purchase price for the Site to be paid by the Developer shall be the sun of One Million Seven Hundred Forty -Five Thousand Dollars ($1,745,00O) (the "Purchase Price"). C. [§203) Disposition of the Site The Developer agrees to purchase from the Agency the Site; in accordance with and subject to all of the terms, covenants and conditions of this Agreement (particularly Section 215 hereof), the Agency agrees to sell to the Developer the Site. Thereupon, the Developer agrees to and shall develop the Site in accordance with the Scope of Development (Attachment No. 5) within the times and subject to the terms, conditions and provisions as hereinafter provided. The Developer shall develop the Site for use as a manufacturing facility (on a build -to -suit basis) in which the permitted uses shall be those permitted in the City of Huntington Beach Municipal Code (MI -A Zone). The Developer shall lease the Site and improvements thereon to Southwest Quilted Products. Inc., a California corporation. The Purchase Price for the Site shall be that amount determined pursuant to Section 202 of this Agreement. In addition to the consideration set forth in this Section 203, the Developer shall pay all of those costs, charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement and shall, at 07-21-87 4833k/2450/22 -4- its cost, provide all of the Developer Improvements (as defined in Section 302 hereof). D. 152041 Escrow The Agency agrees to open an escrow (the "Escrow") with the Escrow Department of -Lawyers Title Company 4063 Birch Street, Suite 100, Newport Beach, California 92660, or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 3). The escrow described in this Section 204 shall be referred to as the "Escrow," and the conveyance �rovided for in this Section 204 shall be referred to as the Conveyance." This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the Conveyance, and a duplicate original of this Agreement shall be delivered to the -Escrow Agent upon the opening of the Escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow agent, upon indicating within five (S) days after the opening of the Escrow its acceptance of the provisions of this Section 204, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. Upon delivery of the "Grant Deed" (as hereafter defined) to the Escrow Agent by the Agency pursuant to Section 208 of this Agreement, the Escrow Agent shall record such Deed when title can be vested in the Developer in accordance with the terms and provisions of this Agreement. The Developer shall accept Conveyance of title or possession of the Site as provided in the Schedule of Performance (Attachment No. 3). The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Site or any parcel are not to be transferred. The Developer shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and Coats, but not earlier than ten (20) days prior to the scheduled date for closing the Escrow: 1. tine -half (1/2) of the escrow fee; and 2. That portion of the premium for the title insurance policy to be paid by the Developer as set forth in Section 210 of this Agreement. The Developer *hall also deposit with the Escrow Agent any balance due as all or part of the Purchase Price by the time established therefor in the Schedule of Performance (Attachment No. 3). 07-21-87 4833k/246a/22 -5- The Agency shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and Costs, but not earlier than ten (10) days prior to the scheduled date for closing the Escrow: 1. Costs necessary to place title to the Site in the condition for conveyance required by the provisions of this Agreement; 2. One-half (1/2) of the escrow fee; 3. Cost of drawing the deed; 4. Recording fees; S. Notary fees; 6. Any State of California, County of Orange or City documentary stamps; 7. Any transfer tax; S. That portion of the premium for the title insurance policy to be paid by the Agency as set forth in Section 210 of this Agreement; and 9. Ad valorem taxes, if any, upon the Site for any time prior to transfer of title. In connection with securing title insurance as provided in Section 210, the Agency shall cause a title report relating to the Site to be prepared. The Developer shall be entitled to approve such title report and shall approve the title report if such report is consistent with Section 207 hereof. Notwithstanding the foregoing, Developer shall not be required to accept a Notice of Pending Action (the "Lis Pendens") recorded against the Property (regarding Triple H Properties vs. City of Huntington Beach et al., Orange County Superior Court Case No. 519577; the "Lawsuit") as an exception to title. The Agency shall timely and properly execute, acknowledge and deliver a deed in substantially the form of the "Grant Deed" (which is attached to this Agreement as Attachment No. 4 and is incorporated hereir.), together with an estoppel certificate certifying that the Developer has completed all acts (except deposit of the Purchase Price) necessary to entitle the Developer to such conveyance, if such be the fact. 07-21-S7 4633k/2460/22 -6- The Escrow Agent is authorized to: I. Pay, and charge the Agency and Developer, respectively, for any fees, charges and costs payable under this Section 204 of this Agreement. Before such payments or charges are Trade, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the Escrow. 2. Disburse funds and deliver the Grant Deed and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. Funds deposited as part of the Purchase Price shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Grant Deed (Attachment No. 4) and has delivered to the Developer a title insurance policy insuring title and conforming to the requirements of Section 210 of this Agreement. 3. Record any instruments delivered through, this Escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close on or before the time for conveyance established in Section 205 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return - of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by a 07-21-87 4833k/2460/22 -7- mutual agreement of the parties or'by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these Escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amend-ment. All communications fros. the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 501 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 204 to 210, both inclusive, of this Agreement. E. [§205) Conveyance of Title_ and Delivery of Possession Subject to any extensions of time mutually agreed upon between the Agency and the Developer, the Conveyance shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 3). Said Schedule of Performance (Attachment No. 3) is subject to revision from,► time to time as mutually agreed upon in writing between the Developer and the Agency. The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Possession shall be delivered to the Developer concurrently with the conveyance of title, except that limited access may be permitted before conveyance of title as permitted in Section 214 of this Agreement. The Developer shall accept title and possession on or before the date established in the Schedule of Performance (Attachment No. 3) for the Conveyance. 07-21-87 4833k/2460/22 -8- F. 162061 Form of Deed for the Conveyance The Agency shall convey to the Developer title to the Site, excepting therefrom mineral rights, in the condition provided in Section 207 of this Agreement by grant deed in the form of the Crant Deed (Attachment No. 4). G. [5207] Condition of Title The Agency shall convey to the Developer fee simple merchantable title to the Site, excepting therefrom mineral rights, free and clear of all recorded or unrecorded liens, encumbrances, covenants, assessments, easements, leases and taxes, except for covenants and easements of record at the time of execution of this Agreement which the Developer has approved in writing, the Redevelopment Plan, the provisions contained in the Grant Deed (Attachment No. 4) and such other encumbrances to k:ich the. Developer May consent. The condition of title shall be compatible with and not preclude development of the "Developer Improvements" (as hereafter defined), and the Developer shall review easements prior to and as a condition of closing consistent with the foregoing. The parties shall act reasonably in evaluation of any encumbrances and shall act diligently and promptly to conform the condition of title to that required for the Developer to proceed with development of the Developer Improvements. In no event shall the Developer be required to accept title subject to a deed of trust or mortgage. The Agency shall reserve and except from the Conveyance all interest of the Agency in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Site lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however, any right to use either the surface of the Site or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. H. [§208] Time for and Place of Delivtry of Deed Subject to any mutually agreed upon extension of time, the Agency shall deposit the Grant Deed (Attachment No. 4) with the Escrow Agenton or before the date established for the date of the Conveyance pursuant to the Schedule of Performance (Attachment No. 3). 07-21-87 4633k/2460/22 -9- 1. [§2091 Recordation of Deed The Escrow Agent shall file the Grant Deed for recordation among the land records in the Office of the County Recorder for Orange County, and shall deliver the Purchase. Price to the Agency after delivery to the Developer of a title insurance policy insuring title in conformity With Section 210 of this Agreement. J. (§210] Title Insurance Concurrently with recordation of the Grant Deed (Attachment No. 4) conveying title to the Site, Lawyers Title Company (the "Title Company") shall provide and deliver to Developer a title insurance policy issued by the Title Company insuring that the title to the Site is vested in Developer in the condition required by Section 207 of this Agreement. The Title Company shall provide the Agency with a copy of the title insurance policy and the title insurance policy shall be for the amount of the Purchase Price. The Agency shall bear that amount equal to the cost of a standard CLTA policy for the Purchase Price. All additional costs incurred for or related to such title insurance shall be borne solely by the Developer. The Developer may, at its option and at its cost, obtain coverage in excess of the Purchase Price and may obtain endorsements or an ALTA policy. K. [§211] Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site, levied, assessed or imposed for any period commencing prior to conveyance of title, shall be borne by Agency, and any of such taxes imposed after conveyance of title to the Site to the Developer (and ad valorem taxes and assessments, if any, on the Site, and taxes upon the Agreement) shall be borne by the: Developer. All other taxes on the Site, whenever assessed, shall be borne by the Developer. L. (§212] Occu ants of the Site Possession of the Site shall be delivered to the Developer and title shall be conveyed to it with no possessory rights or possession by others. M. (§213] Condition of the Site; Evaluation of Soils ` Condition As to all portions of the Site, the Site shall be conveyed in an 'as is' condition. The Agency shall not be in any way responsible for demolition of existing improvements or 07-21-87 4833k/2460/22 -10- 1 removing any subsurface obstructions on the Site. It shall be the sole responsibility of the Developer, at Developer's expense, to investigate and determine the soil conditions of the Site for the development to be constructed by Developer. Developer or its representatives shall have access to the Site at all reasonable times for the purpose of obtaining data and making tests for the purpose of evaluating the suitability of the surface and subsurface soils conditions for the development of the Site. In the event the Developer fails to terminate this Agreement pursuant to Section 611 hereof within the 30 day time period set forth therein, or prior to the close of escrow, whichever is sooner, the surface and subsurface soils conditions of the Site shall be deemed to be fully suitable in all respects for the Developer Improvements. N. 1§2141 PreliminarXWork Prior to the conveyance of title, representatives of Developer shall have the right of access to the Site at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement. Any preliminary work undertaken on the Site by Developer prior to conveyance of title thereto shall be done only after written consent of the Agency, which consent shall not be unreasonably withheld, and at the sole expense of Developer. The Developer shall save and protect the Agency and the City against any claims resulting from all preliminary work, access or use of the Site undertaken pursuant to this Section 214. Copies of data, surveys and tests obtained or made by the Developer on the Site pursuant to this Section 214 shall be filed with the Agency within fifteen (15) days after receipt by the Developer. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. O. E§2151 Conditions Precedent to the Conveyance Prior to and as conditions to the close of Escrow for the Conveyance, the Developer shall complete each of the following by the respective times established therefor in the Schedule of Performance (Attachment No. 3): l.- th8 Developer depcsits the Cood Faith Deposit with the Agency; 07-21-87 4833k/2460/22 -11- 2. the Developer executes the Crant Deed (Attachment No. 4); 3. the Developer has advanced to the Agency all funds constituting the Purchase Price; 4. the Developer shall not be in material default under this Agreement; 5. the Developer provides proof satisfactory to the Agency that the Developer has obtained a binding loan commitment for construction financing for all of the Developer Improvements; 6. the Developer provides proof of insurance (such as certificates of insurance) conforming to Section 308 of this Agreement; and 7. the Guarantees of Richard E. Boureston and Virginia Boureston and Michael D. Todd (Attachment No. 8) have been duly executed and delivered to the Agency and remain in full force and effect. The foregoing items numbered 1 to 7, inclusive, together constitute the "Conditions Precedent two the Co4eya c."�``� �r ,Z1 In addition, prior to and as a onditio to the Cfose of4'� Escrow for the Conveyance, _ t5 the Precise Street Plan,-c��sstent�wihthe Conceptual Site Development Study, rtp: In the event either of the Triangular Parcels have not been acquired prior to Close of Escrow, an interim street alignment tS consistent with the Conceptual Site Development Study shall be approved by the City. P. [ §216 ] Zoning of the Site ,Y Zoning of the Site at the time of conveyance thereof, shall be such as to permit development of the Site and construction of improvements thereon in accordance with the provisions of this Agreement and the use, operation and raintenance of such improvements. Except as provided in Section 201 hereof, the Developer shall 2Se responsible to make appropriate application to the City of Huntington Beach to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et seq.) and local enactments pursuant thereto, and any and all other local codes or ordinances applicable with respect to the development of the Site. 07-21-87 4833k/2460/22 -12- V V III. [§300) DEVELOPMENT OF THE SITE A. [6301] Development of the Site by the Develo er 1. [§302] Sco a of Develo ment The Site shall be developed as provided in the "Scope of Development" and the Conceptual Site Development Study which are attached hereto as Attachment No. 5 and Exhibit 1 to Attachment No. 5, respectively, and are incorporated herein. Specifically, the Developer shall develop the Site as a single industrial building of approximately 122,000 square feet for use in accordance with all City and Agency entitlements applicable thereto. The Developer shall also be responsible for the Kovacs Street improvements extending from the Talbert -Kovacs intersection to the Site required by the Department of Public Works of the City. The Developer agrees to acquire, at its own expense, the Triangular Parcels if such acquisition is required by the Precise Street Plan. The buildings, structures, improvements and the facilities and appurtenances relating thereto included in the Scope of Development and to be constructed and acquired by the Developer pursuant to the provisions hereof shall constitute the "Developer Improvements" as such term is used in this Agreement. In addition to the Developer Improvements, the Developer shall provide at its own cost and expense all utility extensions to the Site. The Developer Improvements shall have a value, upon completion of construction, of not less than $5,600,000. In the event that the tax assessment made by the tax assessor of Orange County upon completion of construction shows a valuation upon the Developer Improvements of less than $5,600,000, the Developer shall pay annually an additional amount, to be deemed part of the Purchase Price, equal to 16;; of the difference between the valuation of the Developer Improvements as determined by the tax assessor and $5,600,000. Payment of said additional amount shall be made each year, as required by this Section 302, within 15 days after receipt by the Developer of said tax assessment and shall continue annually until such time as the tax assessor's determination of value equals $5,600,000. The Agency and the Developer agree that the Agency shall have no responsibility for the aquisition and construction of the Developer Improvements and shall be responsible solely for the relocation of the electrical pole as further described in the'Scope of Improvements. The Scope of Development shall include any plans and specifications submitted to Agency or the City (as applicable) for approval. Subsequent to approval of this Agreement, the Developer Improvements shall conform to plans and specifications approved by the Agency and the City and 07-21-87 4633k/2460/22 -13- shall incorporate or show compliance with all applicable mitigation measures. 2. 1§3031 Design Concept Drawings By the respective times set forth therefor in the Schedule of Performance (Attachment No. 3), the Developer shall prepare and submit to the Agency for its approval Design Concept Drawings and related documents containing the overall plan for development of the Site in sufficient detail to enable the Agency to evaluate the proposal for conformity to the requirements of this Agreement. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the; Scope of Development (Attachment No. 5). The submittal by the Developer shall conform to all applicable requirements of the Redevelopment Plan, Title 9 of the Ordinances of the City of Huntington Beach and the Huntington Beach Municipal Code. 1§3041 Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (Attachment No. 3), the Developer shall prepare and submit to the Agency, the Planning Commission or other appropriate boards or coTmissions of the City, construction drawings, landscape plan, subdivision maps and related documents for all Developer Inprovements for review and written approval. Drawings and specifications shall be reviewed by the Planning Commission and/or other City departments, buildings, or commissions in accordance with normal City processing procedures, as set forth in the Schedule of Performance (Attachment No. 3); such drawings and specifications shall conform to all applicable requirements of the Redevelopment Plan, Title 9 of the Ordinances of the City of Huntington Beach and the Huntington Beach Municipal Code. Any items so submitted and approved in writing by the City Planning Co=ission shall not be subject to subsequent disapproval. The landscaping and finish grading plans shall be prepared by a professional landscape architect who may be the same firm as the Developer's architect. 4 ' During the preparation of all drawings and plans, staff of the City and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of subdivision maps, drawings, plans and related documents by the City. The staff of the City and the Developer shall communicate and consult informally as frequently as is 07-21-87 4833k/2450/22 -24- necessary to insure that the formal submittal of any documents to the City can receive prompt and speedy consideration. If any revisions or corrections shall be required by the City Planning Commission or any other official, agency, department, division or board of the City of'Huntington Beach having jurisdiction, the Developer and the Agency shall cooperate to accommodate such requirements, (5305) h2proval of Maps, -.Plats, Drawings, and Related Documents The Agency shall have the right of architectural and planning review of all plans and submissions including any changes therein. Provided that the submissions by the Developer are trade timely and are complete, the Agency or the Planning Commission, as applicable, shall approve or disapprove the subdivision map, plans, drawings and related documents referred to in Sections 303 and 304 of this Agreement within the times established in the Schedule of Performance (Attachment No. 3). Failure by the Agency to either approve or disapprove within the tines established in the Schedule of Performance (Attachment No. 3) shall be deemed an approval. Any disapproval shall state in writing the reasons for disapproval. The. Developer, upon receipt of a disapproval based upon powers reserved by the Agency or the Planning Commission or other board or commission of the City hereunder, shall revise such portions and resubmit to the Agency or other City Board or Commission or appropriate body as soon as possible after receipt of the notice of disapproval as provided In the Schedule of Performance (Attachment No. 3). If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency, the Planning Commission or other board or commission, the Developer shall submit the proposed change to the Agency and the Planning Commission or other board or cormission for its approval. If the construction plans, as modified by the proposed change, conform to the requirements of Section 305 of this Agreement and the Scope of Development (Attachment No. 5) the Agency and the Planning Corrrnission or other board or commission shall approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency. Such change in construction plans shall, in any event, be deemed approved by the Agency unless rejected, in whole or in part, by written notice thereof by the Agency to the Developer, setting forth the reasons therefor, and such rejection shall be made within said 30-day period. 07-21-87 4833k/2460/22 -15- 5. 153061 Cost of Construction The cost of developing the Site and constructing all Developer Improvements thereon shall be borne by the Developer. 6. (5307] Construction Schedule After the Conveyance, the Developer shall promptly begin and thereafter diligently prosecute to completion the construction of the Developer Improvemerts and the development of the Site. The Developer shall begin and complete all construction and development within the titres specified in the Schedule of Performance (Attachment No. 3). 7. (53081 Bodily Injury and Property Damage Insuran-e The Developer shall defend, assume all responsibility for and hold the Agency and the City, its officers and employees, harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall acquire and maintain during the life of this Agreement, a comprehensive liability policy in the amount of One Million Dollars ($1,000,000) combined single limit policy, including contractual liability (part of which coverage may be provided by umbrella policies), as shall protect the Developer, the City and Agency from claims for such damages. The Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the -City and the Agency and their respective offices, agents, and employees as additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material charge, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Develcper shall be primary insurance and not contributing with any insurance maintained by the 07-21-87 4833k/2460/22 -16- Agency or City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance (Attachment No. 3). The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries -workers' compensation insurance as required by law. The obligations set forth in this Section shall remain in effect only until a final Certificate of Completion has been furnished for all of the Developer Improvements as hereafter provided in Section 322 of this Agreement. S. [§309] City and Other_ Governmental Agency Permits Before commencement of construction or development of the Developer Improvements or other works of improvement upon the Site, the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency will, without obligation to incur liability or expense therefor, use its best efforts to expedite issuance of permits pertaining to the Developer Improvements. 9. [§310] Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements, so long as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Executive Director of the Agency. The Agency shall hold the Developer harmless from any bodily injury or related damages arising out of the activities` of the Agency and the City as referred to in this Section 310. 07-21-87 4633k/2460/22 -17- The Developer and the Agency agree to cooperate in placing and maintaining on the Site one sign indicating the respective roles of the Developer and the Agency in the development of the Site. The cost of the sign shall be borne solely by the Developer. 10. (§311) Local, State and Federal Laws The Developer shall carry out the construction of the improvements in conformity with all applicable laws including all applicable federal and state labor standards and environmental laws, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 11. 1§3121 Antidiscrimination During Construction The Developer, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, rational origin or ancestry. B. [§313] Taxes, Assessments, Encumbrances and Liens The Developer shall pay when due all ad valorem taxes and assessments on the Site and levied subsequent to a conveyance of title to the Site. Prior to issuance of a Certificate of Completion pursuant to Section 322, the Developer shall not place or allow to be placed on the Site or any part thereof any mortgage, trust deed, encumbrance or lien other than as expressly allowed by this Agreement. The Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. C. (5314] Prohibition Against Transfer of the Site, the Developer_Improvements Thereon and ` Assignment of Agreement Prior to Completion of Improvements Prior to the issuance by the appropriate governmental authority of a Certificate of Completion (pursuant to Section 322 of this Agreement) as to any Developer 07-21-87 4633k/246C/22 -18- Improvements, the Developer shall not, except as permitted by this Agreement, without prior approval of the Agency, make any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Site or of the Developer Improvements on the Site, other than as expressly contemplated herein. This prohibition shall not be deemed to prevent the granting of temporary or permanent easements or permits to facilitate the development of the Site. In the event that, contrary to the provisions of the second paragraph of this Section 314, the Developer does sell, transfer, convey, or assign the Site or the Developer Improvements thereon in whole prior to the issuance of a Certificate of Completion for the Site, the Agency shall be entitled to increase the purchase price paid by the Developer for the Site by the amount that the consideration payable for such assignment or transfer is in excess of the purchase price paid by the Developer plus the cost of improvements and development, including carrying charges and costs related thereto. The consideration payable for such assignment or transfer to the extent it is ir. excess of the amount so authorized, shall belong and be paid to the Agency and until so paid the Agency shall have a lien on the Site and any part involved for such amount. In the absence of specific written agreement by the Agency, no such transfer, assignment or approval by the Agency shall be deemed to relieve the Developer from any obligation under this Agreement. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term. "Developer" is used herein, such term shall include any other permitted successors and assigns as herein provided. [6314Aj Prohibition Against Transfer of Site and Change in Ownership, Management and Control of Developer After Completion of„Inprovements The qualifications and identity of the Developer are of particular concern to the City and the Agency. It is because of such qualifications and identity that the Agency has entered into thus Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acq-,ire any rights or powers under this Agreement except as expressly set forth herein. 07-21-67 4633k/2460/22 -19- The Developer shall not sell, transfer or convey the Site or the Developer Improvements thereon in whole and shall not assign all or any part of this Agreement or any nigh-zs hereunder except as expressly contemplated by Section 203 hereof, without the prior written approval of the Agency. The Agency need not consider any request for sale, transfer or conveyance of the Site or assignment of this Agreement if the Developer is in default under this Agreement. The Agency shall not -unreasonably withhold its approval of an assignment, provided that: (1) the assignee shall expressly assume the obligations of the Developer pursuant to this Agreement in writing satisfactory to the Agency; (2) the Agency reasonably determines that the assignee has a satisfactory reputation in the community for property management and business practices; and (3) the Agency reasonably determines that the assignee is financially capable of performing the duties and discharging the obligations of the Developer under this Agreement. The Agency agrees to promptly approve any transfer of the Site or - the Developer Improvements and any assignment of this Agreement to any limited partnership in which Richard E. Boureston and ' Michael D. Todd are the general partners, so long as the requirements set forth in (1) - (3) above are met. The Developer shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the general partners of the Developer and the nature thereof. In the event that the Agency approves an assignment of this Agreement, the Developer shall no longer be responsible or liable for the performance of this Agreement thereafter and the Agency shall release the Developer fron the Guarantees (Attachment No. 8); provided, however, that the Agency may reasonably require similar assurances of performance or payment from any assignee as a condition to the release of the Guarantees. D. [§315] Mortgage, Deed_of Trust, Sale and Lease - Financing; Rights of Holders 1. [6316] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease -Back for Development Mortgages, deeds of trust and sales and leases -back are to be permitted before completion of the construction of the Developer Improvements, but only for the purpose of securing loans of funds to be used for financing the acq•-,isition of the Site, the construction of improvements on the Site, and any other purposes necessary and appropriate in connection with development under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust or sale and lease -back financing, if the Developer proposes to enter into the same before completion of the construction of the Developer Improvements on the Site. 07-21-87 4833k/2460/22 -20- The words "mortgage" and "trust deed" as used hereinafter shall include sale and lease -back. Prior to the completion of construction of Developer Improvements, the Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency, which approval Agency agrees to give if any such conveyance for financing is given to a responsible financial or.'lending institution or other acceptable person or entity and such lender shall be deemed approved unless rejected in writing by the Agency within fifteen (15) days after notice thereof is given to the Agency. The Agency agrees to be reasonable in its consideration of proposed financing. This Sectien 316 shall not apply after completion of construction of Developer Improvements. 2. [1317) Holder Not Oblia_ated to Construct inproveirents .. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the deed for the Site be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any :mprovements thereon, other than those uses or improvements provided for or authorized by this Agreement. 3. [g318) Notice_ of Default toMortgagee or Deed of Trust Holders; Right to Cure With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the Agency shall deliver any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or co:rmence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Agreement shall be deemed to permit or autkorize such holder to undertake or continue the construction or completion of the Developer Improvements (beyond the extent necessary to conserve or protect the Dev=toper Improvements or construction already made) without first having expressly assumed the Developer's obligations to the Agency by written agreement satisfactory to the Agency. The holder, in that event, must agree to complete, in the 07-21-87 4633k/2460/22 •2=- manner provided in this Agreement, the Developer Improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such Developer Improvements shall be entitled, upon compliance with the requirements of Section 222 of this Agreement, to a Certificate of Completion (as therein defined). 4. 163191 Failure of Holder to Complete Developer Improvements In any case where, thirty (30) days after default by the Developer in completion of construction of Developer Improvements under this Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the'holder of an amount equal to the sum of the following: 07-21-87 4633k/2460/22 a. The unpaid nortgage or deed of trust debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); b. All expenses with respect to foreclosure; C. The net expense, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site cr part thereof; d. The costs of any improvements made by such holder; and e.' An amount eg-aivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency. -4w- 5. [§320] Right of the Agency to Cure Mortgage or Deed of Trust Default In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the construction of the Developer Improvements on the Site or any part thereof and the holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to the existing construction financing mortgages or deeds of trust. E. 1§3211 Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title and prior.to the completion of construction, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than thirty (30) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses incurred by the Agency in satisfying any such lien or encumbrance and the Agency shall also be entitled to a lien upon the Site to the extent of such costs and expenses. F. 1§3221 Certificate of Completion; Partial Certificates of Completion Promptly after completion of all construction and development required by this Agreement to be completed by the Developer upon the Site in conformity with this Agreement, or any portion of the Developer Inprovements upon the Site as they are properly completed and ready for use or occupancy, the Agency shall furnish the Developer with a Certificate of Completion or a partial Certificate of Completion, as applicable, upon written request therefor by the Developer. Such Certificate shall be substantially in the form of Attachment No. C hereto. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of ;ompletion shall be a conclusive determination of satisfactory completion of all or a portion of the construction required by this Agreement upon the Site and the Certificate of 07-21-87 4833k/2460/22 -23- I . . t k.) Q Completion shall so state. The Agency may also furnish the Developer with a partial Certificate of Completion for portions of the improvements upon the Site as they are properly completed and ready to use if the Developer is not in default under this Agreement. After recordation of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition), incur any obligation or liability under this Agreement except that such party shall be bound by any covenants contained in the Grant Deed (Attachment No. 4), lease, mortgage, deed of trust, contract, other instrument or transfer, or other documents establishing covenants on the Site in accordance with the provisions of Section 401 of this Agreement. A Certificate of Completion of construction for the entire improvement and development of the Site shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County. A Certificate of Completion and a certificate of occupancy shall not be withheld on the ground that the Triangular Parcels are not improved consistent with the Precise Street Plan or interim Precise Street Plan (because the City or Agency has failed to acquire either of the Triangular Parcels) if the Developer provides the City with a letter of credit (or such other security as may be mutually agreed upon by Agency and Developer) at 1507,, of the City Engineer's estimate of the sum of the cost of improvements for the Precise Street Plan with respect to the Triangular Parcels plus the cost of acquisition and development of either of the two Triangular Parcels. On or before the end of IS months following issuance of a building permit, the Agency may elect to acquire either or both of the Triangular Parcels by condemnation, if not previously acquired by negotiation. On or before the end of 18 months following issuance of a building permit, if the City or the Agency has failed to elect to commence condemnation proceedings for either of the two Triangular Parcels, the Letter of Credit shall be returned uncashed to the Developer. If the Agency or the City commences with condemnation proceedings within said 18 month period, the letter of credit shall be cashed by the City or the Agency or Developer shall replace the Letter of Credit with cash. The cash shall become the property of the Agency or the City and the Agency or the City shall proceed with due diligence to acgyire the Triangular Parcels; provided, however, if the actual cost of acquiring and improving the Triangular Parcels is less than the amount of the Letter of Credit, the balance shall be refunded to Developer. If the City and the Agency are unable to acquire the Triangular Parcels by negotiation within said 18 month period and have not co:rmenced condemnation within said 18 months, the City shall promptly 07-21-87 4833k/245%-O'/22 -24- formulate a Precise Street Plan which provides for the completion of Redondo Circle consistent with the Conceptual Site Development Study but which does not require ownership or development of the Triangular Parcels. Notwithstanding the foregoing provisions, the Agency shall not be obligated to issue a Certificate of Completion with respect to the Site or any portion thereof if the Developer is then in default under this Agreement. If the Agency refuses or fails to furnish a Certificate of Completion for the Site, or part thereof, after written request from the Developer, the Agency shall, within thirty (30) days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain Agency's statement of `..Ise actions the Developer must take to obtain a Certificate of Completion. If the reason for such'refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing the fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said thirty (30) day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093. IV. [§400] USE OF THE SITE A. [§401] Uses The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that during construction and thereafter,_ the Developer, such successors and such assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the Grant Deed (Attachment No. 4) and this Agreement for the periods of time specified therein. The permitted uses of the Site shall be.those permitted in the City Municipal Code (MI -A Zone). The foregoing covenant shall run with the land. 07-21-87 4833k/2460/22 -25- Street Plan which provides for the completion of Redondo Circle consistent with the Conceptual Site Development Study but which does not require ownership,rf development of the Triangular Parcels, p Y Notwithstanding the foregoing provisions, the Agency shall not be obligated to issue a Certificate of Completion with respect to the Site or any portion thereof if the Developer is then in default under this Agreement. If the Agency refuses or fails to furnish a Certificate of Completion for the Site, or part thereof, after written request from the Developer, the Agency shall, within thirty (30) days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain Agency's statement of the actions the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing the fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said thirty (30) day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the imi rovements, or any part thereof. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093. IV. (§400] USE OF THE SITE A. 1§4011 Uses The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that during construction and thereafter, the Developer, such successors and such assignees, shall devote the, Site to the uses specified in the Redevelopment Plan, the Grant Deed (Attachment No. 4) and this Agreement for the periods of time specified therein. The permitted uses of the Site shall be those permitted in the City Vunicipal Code (Ml-A Zone). The foregoing covenant shall run with the land. 07-21-87 4833k/24E0/22 -25- The Developer covenants by and for itself and any successors in interest that there shall be no discrimination agai.-st or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer 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 of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself.or any person claiming under or through him or her, establish or permit any such practice or practices 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." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and tkis'lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or 07-21-87 4833k/2460/22 -26- national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." B. [§402] [RESERVED] C. [§403] Rights of Access The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof at all reasonable times for the purpose of construction, reconstruction, 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 Developer, except in the case of emergencies, and Agency shall -indemnify and hold Developer harmless from any costs, claims, damages or liabilities pertaining to any entry. D. [§404] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The covenants established in this Agreement and the deeds shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, as to those covenants which are for its benefit. The covenants, contained in this Agreement and the Deeds shall remain in effect until the 07-21-87 4633k/2460/22 -27- termination date of the Redevelcpment Plan. The covenants against racial discrimination shall remain in perpetuity. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. V. [§500) GENERAL PROVISIONS A. [§501] Notices, Demands and Cori-unicati_ons Between the Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be giver.) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer. Such written notices, demands and cerLmunications may be sent in the sane manner to such other addresses as either party may from time to time designate by mail as provided in this Section 501. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fourth day from the date it is postmarked if delivered by registered or certified mail. B. [5502) Conflicts of Interest No member, official or employee of the Agency shall have any perscnal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate -in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by 07-21-87 4833k/2460/22 -26- the Agency, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. C. [§503] Enforced Dela • Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of Huntington Beach or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency): the obligation of the Agency to cause the removal of the Lis Pendens from the record title of the Property; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Developer is not entitled pursuant to this Section 503 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent financing for the acquisition or development of the Site. D. [§504] Nonliability,of Officials and Employees of .the Agency No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency (or the City) or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. 07-21-67 4833k/2460/22 -29- E. [§505] Inspection of Books and Records The Agency has the right at all reasonable times to inspect the books and records of the Developer pertaining to the Site as pertinent to the purposes of this Agreement. The Developer also has the right at all reasonable times to inspect the public records of the Agency pertaining to the Site as pertinent to the purposes of the Agreement. VI. [§600] , DEFAULTS AND REMEDIES A. [§601] Defaults --General Subject to the extensions of time set forth in Section 503, 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 diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, and except for Sections 313 and 315 of this Agreement, the injured party may not institute proceedings against the party in default until forty-five (45) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. B. [§602] Legal Actions 1. ]§603] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 601, 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. Such legal actions Must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. 14 2. [§604] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 07-21-87 4833k/2460/22 -30- 3. [§605] Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon a corporate officer of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. [§606] 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. D. [§607] 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. E. [§608] Remedies and Rights of Termination Prior to Conveyance 1. [§609] Damages. If either party defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein), the defaulting party shall be liable to the other party for any damages caused by such default. 2. [§610] S2ecificP_erformance If either party defaults under any of the provisions of this Agreement, the nondefaulting party shall serve written 07-21-87 4B33k/2460/22 -31- notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days of service of the notice of default, or such other time limit as may be set forth herein with respect to such default, the nondefaulting party at its option may thereafter (but not -before) commence an action for specific performance of terms of this Agreement. 3. 15611] Termination by the Developer This Agreement may, at the option of the Developer, be terminated by written notice thereof to the Agency (a) in the event that the Developer determines, and so advises the Agency in writing within 30 days of approval of this Agreement or prior to the close of Escrow, whichever is sooner, that the surface or subsurface soils condition of the Site would necessitate extraordinary costs rendering the proposed development materially financially infeasible; or (b) in the event that the Agency does not tender conveyance of the Site or possession thereof, in the manner and condition, and by the date provided in this Agreement, and any such failure shall not be cured within thirty (30) days after the date of written demand by the Developer. Upon such termination, except with respect to the return of the Good Faith Deposit as provided in Section 108 hereof, neither the Agency nor the Developer shall have any further rights against or liability to the other under the Agreement with respect to the Site. The Agency agrees that it shall not unreasonably withhold conveyance of the Site or possession thereof; provided, however, that the Agency shall not be deemed to be acting unreasonably if it withholds conveyance of the Site because the Developer is in default under this Agreement or if the Agency has reasonable grounds to believe the Developer is unable to perform this Agreement in accordance with its terms. The Agency and the City agree to act in good faith in its performance of this Agreement, provided that nothing herein shall be construed to require that the Agency or the City take any discretionary action in favor of the Developer. Upon termination of this Agreement, all monies or documents deposited by either party into Escrow shall be returned to the party making such deposit, or otherwise as provided herein. 4. [§6121 Termination by the Agency In the event that prior to the Conveyance: (a) The Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement; or 07-21-87 4833k/2460/22 -32- (b) There is a change in the ownership of the Developer contrary to the provisions of Section 108 hereof; or (c) The Developer does not submit certificates of insurance, construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor and any such default or failure shall not be cured within forty-five (0 ) days after the date of written demand therefor by the Agency; or (d) The Developer fails to execute the Grant Deed (Attachment No. 4) by the time established in the Schedule of Performance (Attachment No. 3) for the Conveyance, or (e) The Developer fails to satisfy the Conditions Precedent to the Conveyance by the time established therefor in the Schedule of Performance (Attachment No. 3); or (f) The Developer does not take title to the Site under tender of conveyance by the Agency pursuant to this Agreement and such failure is not cured within thirty (30) days of demand therefor by the Agency; then this Agreement and any rights of the Developer or any assignee or transferee in the Agreement, or arising therefrom with respect to the Agency or the Site, shall, at the option of the Agency, be terminated by the Agency. In the event of termination under this Section 612, the Agency shall retain the Good Faith Deposit as liquidated damages and as its property without any reduction, offset, or recoupment whatsoever, and thereafter neither party shall have any rights against the other under this Agreement. Agency and Developer agree that it would be impractical or extremely difficult to fix actual damages in case of Developer's default, and that the amount of said deposit is a reasonable estimate of the damages which would be sustained by the Agency. Developer Initial Here Agency Initial Here F. [6613) Remedies of the Parties for Default After Passage of Title and Prior to Completion of Construction 07-21-87 4833k/2460/22 -33- 1. [§614] Termination and Damages After conveyance of title to the Site and prior to the recordation of a Certificate of Completion, if either the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party and any mortgagees of the Property. No further action shall be taken by the nondefaulting party against the defaulting party or any such mortgagee (collectively referred to herein as "the defaulting party") and the defaulting party shall not be liable for damages resulting from said default, so long as the defaulting party promptly upon receipt of notice of default undertakes to cure such default and diligently pursues such cure, and such default is remedied within 30 days after service of notice of such default or such longer time period as may be agreed to by the nondefaulting party. If the default is not cured by the defaulting party within thirty (30) days after service of the notice of default, or such longer time period for cure as may be agreed to by the nondefaulting party, the defaulting party shall be liable to the other party for any damages caused by such default. 2. [§615) Action for Specific Performance If the default is not cured by the defaulting party within thirty (30) days after service of the notice of default, or such longer time period for cure as may be agreed to by the nondefaulting party, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement.' G. [§616] Reentry and Reyesting_of Title in the Agency After the Conveyance The Agency has the additional right, at its option, to reenter and take possession of the Site, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer if after conveyance of title and prior to the issuance of the Certificate of Completion, the Developer (or its successors in interest) shall: 1. Fail to start the construction of the Developer Improvements as required by this Agreement for a period of forty-five (45) days after service of wfitten notice thereof from the Agency; or 2. Abandon or substantially suspend construction of the Developer Improvements required by this Agreement for a period of fourteen (14) continuous days after written notice thereof from the Agency; or 07-21-87 4833k/2460/22 -34- 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right -to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deed of trust. The rights established in this Section 616 shall not apply to individual parts or parcels of the Site on which the improvements to be constructed thereon have been completed in accordance with the Agreement and for which a Certificate of Completion has been recorded therefor as provided in Section 322. The Grant Deed (Attachment No. 4) shall contain appropriate reference and provision'to give effect to the Agency's right as set forth in this Section 616, under specified circumstances prior to recordation of the Certificate of Completion, to reenter and take possession of the Site, with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer. The Developer agrees to execute, at the request of the Agency, any and all documents necessary or convenient to the revesting of title to the Site or any portion thereof in the Agency. Upon the revesting in the Agency of title to the Site as provided in this Section 616, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation or making or completing the Developer Improvements, or such other improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Site or part thereoffin'the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied: 1. First, to reimburse the Agency, on its own behalf or on behalf of the City, for all costs and expenses incurred by the Agency, including, but not limited to, any expenditures by the Agency or 07-21-87 4833k/2464/22 -35- the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time of revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency, the Developer and its successor or transferee; and 2. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the Purchase Price paid to the Agency by the Developer for the Site, (b) the costs incurred for the development of the Site and for the improvements existing on the Site at the time of the reentry and repossession, less (c) any gains or income withdrawn or Made by the Developer from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. The rights established in this Section 616 are to be interpreted in light of the fact that the Agency will convey the Site to the Developer for development, and not for speculation in undeveloped land. 07-21-87 4833k/2460/22 -36- �.0t VII. [§700] A. (67011 SPECIAL PROVISIONS Submission of Documents to the Agency for Ap2roval. Whenever this Agreement requires the Developer to submit plans, drawings or other documents to the Agency for approval, which shall be deemed approved if not acted on by the Agency within the specified time, said plans, drawings or other documents shall be accompanied by a letter stating that they are being submitted and will be deemed approved unless rejected by the Agency within the stated time. If no time period is specified herein for such Agency action, the Developer may submit a letter requiring Agency approval or rejection of documents within thirty (30) days after submission to the Agency or such documents shall be deemed approved. B. [§702] [§Reserved] C. 1§7031 (§Reserved] D. (6704] [§Reserved] E. (67051 Real Estate Commission Each of the Agency and the Developer represents to the other party that it has not engaged the services of any finder or broker and that it is not liable for any real estate commissions, broker's fees, or finder's fees which may accrue by means of the acquisition of the Site, and agrees to hold harmless the other party from such commissions or fees as are alleged to be due from. the party making such representations. F. [6706) Successors In Interest The terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, adninistrators, successors and assigns of the Developer. Upon the termination of the restrictions imposed by Section 108 of this Agreement, which terminate upon the issuance by the Agency of a Certificate of Completion for the entire Site, all of the terms, covenants, conditions and restrictions of this Agreement which do not terminate upon the issuance by the Agency of the Certificate of Completion for the entire Site shall be deemed to be, and shall, constitute terms, covenants, conditions and restrictions running with the land. 07-21-87 4833k/2460/22 -37- M IM G. (§707) Recordation It is hereby agreed and understood by the Agency and the Developer that the "Memorandum of Agreement," which is attached hereto as attachment No. 7 and is incorporated herein by reference, shall be recorded in the Office of the County Recorder of the County of Orange immediately upon execution of this Agreement by both parties hereto, or at such other time as may be designated by the Agency. H. 1§708) Amendments to this Agreement Developer, the City and Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by lending institutions, or Agency's counsel or financial consultants, provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. VIII. [§800] ENTIRE AGREEMENT, WAIVERS This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 39 and Attachments 1 through 7, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. IX. 1§9001 TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when delivered to the Agency, delivered by the Agency signing and delivery of Agreement shall be void, Developer shall Consent 07-21-87 4833k/2460/22 executed by the Developer and must be authorized, executed and on or before thirty (30) days after this Agreement by Developer or this except to the extent that the in writing to a further extension of -38- time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency, the City and the Developer have signed this Agreement as of the date set forth below. July 20, 1987 ATTEST: - -=CIA M. WENTWORTH CITY. CLERi4 0 ATTEST:,UcIA'h". YiENTvwoRMTY CLERK r City Clerk g,q V APPROVED AS TO FORM: Agency Special Coun INITIATED AND APPROVED AS TO City Administrator/ Redevelopment REVIEWED AND APPROVED APPROV AS TO FORM: City AtMarney City Administxat r/ Executive Director 07-21-67 4833k/2460/22 -39- REDONDO-KOVACS PARTNERS, a California limited partnership By: Richard E. Boureston, General Pa ner _e By: Michael D. od Ge e 1 P ne r 7CG�� 07-21-87 4833k/2450/22 -40- STATE OF CALIFORNIA ss. COUNTY OF ORANGE On � k , 1987, before me, the undersigned Notary Public -in and for said State, personally appeared yA'%"\,tkt1 d� • :Qc , personally known to me, or proved to me on the basis of satisfactory evidence, to be the General Partner of REDONDO-KOVACS PARTNERS, a California limited partnership, the limited partnership that executed the within instrument, and acknowledged to me that REDONDO-KOVACS PARTNERS executed it. WITNESS my hand and official seal. O-FjGiAL liU%L Sy yp H. S CA HIM F0%4 Notary Public NCTA(iY Pl.�t1C • GAl.1F`J'sN� ORANGE COUNTY riJr' MT Canr'. CaaiYs Jan 17. 19 —A STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On July 22 . 1987, before me, the undersigned Notary Public in and for said State, personally appeared Richard E. Boureston , personally known to me, or proved to me on the basis of satisfactory evidence, to be the General Partner of REDONDO-KOVACS PARTNERS, a California limited partnership, the limited partnership that executed the within instrument, and acknowledged to me that REDONDO-KOVACS PARTNERS executed it. WITNESS my hand and officj �-\ OFFICIAL tA. SUSAN J. WHITE a NOTARY PV ELG . GAUR'oft" _ PiiI L OF IN 1ANG COUNTY Mr C-M. EID el May 13, J§n �'W} STATE OF CALIFORNIA ss. COUVTY OF ORANGE On this /57 4 day of _ 1987, before me, the undersigned, a tary Pu li in and r skid to , personally appeare _ and , personally known to a (or prove to me on the basis of satisfactory eviden e) to be thee s who executed this instrument as the Chairman and Set, respectively, of HUNTINGTON BEACH REDEVELOPMENT AGENCY and acknowledged to me that the HUNTINGTON BEACH REDEVELOPMENT AGENCY executed it. gtfziature of Notary Public STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this day of 1987, before me, the undersigned, a Notary Public in and for said State, personally appeared and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed this instrument as the Mayor and City Clerk, respectively, of THE CITY OF HUNTINGTON BEACH and acknowledged to me that the CITY OF HUNTINGTON BEACH executed it. Signature of Notary Public • ` J PLA NNINC, �../ ��,..,'qG � � AT'TACtDIE.N No. 1 DM 39 SECTIONAL DISTRICT MAP 35-5-11 OF r� CO�CwW��rs ► NOT[ at n.ru� an ..low M rf n r w.+� r As. w.. � w tT •rCITY �1�� Ni �ia� �rrr O� �a1 �s � �rver arr� � r r rya �r HNNTINGTON BEACH ri m :ftfff ORANGE COUNTY, CALIFORNIA r h••� tiw t►•n wa. Mr an i�mmft Fern © ` r.u(RT Mn wY ,w, �:•� �� 1-�� �. rF y! il��M• FM . ��. � ww Ml.co MI -A -ro w ii CF—R -` ow-pl. . L C 4 I w 3 RA-0-CD II� it r�to MI-0-CD r,4_ � MI-01 s .e•ce MI-0 ' M I-01 I �I G��KKLO MI -A 1-a 21 irrar, I 1L:J C4, ` W" PLAN R3 OW) ■ Q 7 i � � � o R7 ;' I R9 V RS R2R2 ., AY( t 1 rR,acr TRACT 1 1 I I ` INN 570',,. (D 4 486AC. LOT C * 0.365 AC. I � . 291 ' I r PROJECT YJJ-87 099-194 ASSOC:ATioN LQT Q I ' • PROPERTY i O 2.059ALl C. 4 TRAcr ' r' 0178 tic 6.45 AC. At . / &KD .:.>. 2.057AC (C! `.,tLW gt ea q :.;tip :��:• :. :. TRACr, No. 57o jw. M 19- T! ..N ' 570 LOT A G 0 497 AG dS.fo' ASSOCIAWN • PROPERTY NO. 12061 TRACT a� 30 ' NOTE - ASSESSOR'S BLOCK b - r r = APRIL 27, i987 MAY 1, 1987 MAY 4, 1987 MAY 5, 1987 MAY 19, 1987 MAY 20, 1987 AGENCY STAFF ADVERTISES SECOND NOTICE OF JOINT PUBLIC HEARING OF AGENCY AND CITY COUNCIL ON DDA .qw DEVELOPER 140TIFIES AGENCY OF OUTCOME OF SOILS TESTS AGENCY AND CITY COUNCIL CONDUCT JOINT PUBLIC HEARING ON DDA (DDA APPROVED) DEVELOPER SUBMITS FOR ROUGH GRADING PERMIT ROUGH GRADING PERMIT ISSUED BY CITY TO DEVELOPER (SUBJECT TO DEVELOPER SUBMITTAL OF PLAN BY MAY 5, 1987 DEVELOPER PROVIDES AGENCY EVIDENCE OF LOAN COMMITTMENT MAY 22, 1987 ESCROW CLOSES ATTACHMENT NO. 2, LEGAL DESCRIPTION .. DISPOSITION AND DEVELDPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND BOURESTON DEVELOPMENT, INC.. DBA THE TALBERT-BEACH PARTNERSHIP THE SUBJECT PARCEL OF THIS DISPOSITION AND DEVELOPMENT AGREEMENT IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: LOT NO. 7 OF TENTATIVE TRACT MAP 11955, AS RECORDED IN THE RECORDS OF THE COUNTY RECORDER OF THE COUNTY OF ORANGE. s ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND REDONDO-KOVACS PARTNERS LTD. REVISED 20 JULY 1987 JULY 20, 198T AGENCY APPROVES REVISED DDA, INCORPORATING NEW ALIGNMENT OF REDONDO CIRCLE AND REVISED DEVELOPMENT CONCEPT JULY 21, 1987 DEVELOPER COMMENCES NEGOTIATIONS FOR AQUISTION OF TRIANGULAR PARCELS NECESSARY FOR STREET ALIGNMENT (30 DAY PERIOD ALLOWED) DEVELOPER COMMENCES DETAILED SITE PLAN, REVISED WORKING DRAWINGS, AND GRADING PLAN ' DEVELOPER COMMENCES REVISION OF FINAL TRACT MAP TO INCORPORATE NEW STREET ALIGNMENT AND NEW SPECIFIC PLAN OF STREET ALIGNMENT JULY 3t, l987 DEVELOPER SUBMITS DETAILED SITE PLAN (IF ADDITIONAL VARIENCES REQUIRED, NEW ENTITLEMENT APPLICATION SUBMITTED) ESCROW OPENS AUGUST 7, 1987 DEVELOPER SUBMITS REVISED GRADING PLAN FOR PLAN CHECK AUGUST 14, 1987 GRADING PLAN RETURNED TO DEVELOPER FOR CORRECTIONS AUGUST 18, 1987 PLANNING COMMISSION CONSIDERS REVISED SPECIFIC PLAN OF STREET ALIGNMENT AND • ANY REQUIRED ADDITIONAL ENTITLEMENTS AUGUST 20, 1987 DEVELOPER INFORMS AGENCY OF OUTCOME OF SOILS TESTING DEVELOPER SUBMITS REVISED DRAWINGS FOR PLAN CHECK �I UOiiF�i? 111H It(1 I<1 t11"I f N't ti11� �>d 1i 911» f> 81! 3t1 f1iDUt111,21 v Donal Sm. Its ntr= wrol vil'. AUGUST 21, 19E7 AUGUST 24, 1967 AUGUST 2e, 1987 AUGUST 31, 1987 DEVELOPER NEGOTIATION PERIOD FOR TRIANGULAR PARCELS ENDS DEVELOPER REQUESTS AGENCY TO CONSIDER EMMINENT DOMAIN PROCEEDINGS DEVELOPER SUBMITS CORRECTED GRADING PLAN SPECIAL CITY COUNCIL MEETING TO CONSIDER REVISED FINAL TRACT MAP GRADING PERMIT ISSUED DEVELOPER SUBMITS PURCHASE PRICE TO ESCROW FINAL TRACT MAP RECORDED AT COUNTY ESCROW CLOSES ZO'd rz:9I z8`OZ lnr £6gb9EStii2, *ON 131 H)03g N019NIMH J0 AlI' ATTACHbENT NO. 4 Coli-OR X0 COPY `,► [01 CompaTed with on 1 Recording Requested by: When Recorded Return to and }tail Tax Statements to: Recorded at the request of FIDELITY NATIONAL TITLE IMS.CO. AM OCT 2 2 1987 Official Records Orange County. California �w a 'R"'e'`/ Recorder Redondo -Kovacs Partners 3355 Via Lido, Suite 205 Newport Beach, California 92663 Attention: Michael D. Todd EXEMPT C2 GRANT DEED For a valuable consideration receipt of which is hereby acknowledged, The HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Redevelopment Project for the Talbert -Beach Redevelopment Project Area, herein called "Project," under the Community Redevelopment Law of California, hereby grants to REDONDO-ROVACS PARTNERS, a California limited partnership, herein called "Grantee," the real property hereinafter referred to as "Property," described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described therein. 1. Grantor excepts and reserves froir. the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals -from said site or other lands, but without, however, any right to use either the surface of the Property or any portion thereof within 500 feet of'the"surfate­for any purpose or purposes whatsoever. 2. Said Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted on September 20, 1982, by Ordinance No. 2577 of the City Council of the City of Huntington Beach and a Disposition and Development Agreement entered into between Grantor and Grantee dated as of Apri1'15, 1987 (the "DDA"), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 04/28/87 4833k/2460/22 Page 1 of 7 _ LIE 3. The Grantee shall devote the Property only to the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to Paragraph 11 of this Grant Deed), and this Grant Deed, whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price," determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, and use the Property only as follows: (a) Grantee shall develop the Property as required by the DDA, and with parking conforming to the requirements of the Huntington Beach Municipal Code. (b) Grantee shall maintain the improvements on the Property in good condition and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. If, at any time, Grantee fails to maintain the said landscaping, and said condition is not corrected after expiration of thirty (30) days from the date of written notice from the Grantor, either the Grantor, or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. (c) Grantee shall only sell, transfer or convey the Property as a whole (except for leases in the ordinary course of business) and is not permitted to subdivide the Property for the duration of the Redevelopment Plan without the prior approval of the Grantor, or the City of Huntington Beach if the Agency is no longer in existence at the date of request for approval. S. Prior to recordation of a Certificate of Completion issued by the Grantor for the improvements required to be constructed on the Property by Grantee under the DDA ("Developer Improvements"): (a) Except for leases of less than all of the Property in the ordinary course of business, the Grantee shall not make any sale, transfer, conveyance, or assignment of the Property or any part thereof or any interest therein, without the prior written consent of the Grantor except as permitted by Paragraph 5(b) of this Grant Deed. This prohibition shall not be deemed to prevent the granting of temporary or permanent easements or permits to facilitate the development of the property. In the event that the Grantee does sell, transfer. convey, or assign any part of the Property, buildings, or structures thereon prior to the recordation of a Certificate of Completion, the Grantor shall be entitled to increase the Purchase Price paid by the Grantee by the amount that the consideration payable for such assignment or transfer is in excess of the Purchase Price paid by the Grantee, plus the cost 04/28/87 4833k/2460/22 Page 2 of 7 of improvements, including carrying charges. The consideration payable for the assignment or transfer, to the extent it is in excess of the amount so authorized, shall belong and be paid to the Grantor and until so paid the Grantor shall have a lien on the Property and any part involved for such amount. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property. (b) The Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other thin mortgages, deeds of trust, or any other form of conveyance required for financing of the acquisition of the Property, the construction of improvements on the Property, and any other expenditures necessary and appropriate to develop the Property. The Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor, which approval Grantor agrees to give if any such conveyance for financing is given to a responsible financial or lending institution or other acceptable person or entity and such lender shall be deemed approved unless rejected in writin3 by Grantor within fifteen (15) days after written notice thereof is received by Grantor. Grantor agrees to be reasonable in its consideration of proposed financing. No approval will be given for a conveyance of the Property to finance the construction or improvements on real property other than the real property described in Exhibit A hereto. 5. Prior to recordation of any Certificate of Completion issued by Grantor for the Developer Improvements to be constructed on the Property: (a) The Grantor shall have the right at its option to reenter and take possession of the Property hereby conveyed with all improvements thereon and to terminate and revest in the Grantor the Property hereby conveyed to the Grantee if the Grantee (or its successors in interest) shall: (i) Fail to commence the construction of the Developer Improvements as required by Paragraph 4(a) of this Grant Deed for a period of forty-five (45) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or (ii) Abandon or substantially suspend construction of the Developer Improvements for a period of fourteen (14) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or (iii) Transfer, or suffer an involuntary transfer of, the Property, or any part thereof in violation of this Grant Deed, and such violation shall not be cured within 30 days after written demand by Grantor to Grantee and all Mortgagees to the Property. 04/28/87 4833k/2460/22 Page 3 of 7 (b) The right of Grantor to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: (i) Any mortgage or deed of trust or other security interest permitted by Paragraph 5(b) of this Grant Deed; or (ii) Any rights or interests provided for the protection of the holders or such mortgages or deed of trust or other.security interests. (c) The right to reenter, repossess, terminate and revest with respect to the Property shall terminate %hen the Certificate of Completion regarding the Developer improvements to he constructed on the Property under Paragraph 4 has been recorded by the Grantor. (d) In the event title to the Property or any part thereof is revested in the Grantor as provided in this Paragraph 5, the Grantor shall, pursuant to its responsibilities under State law, use its best efforts to resell the Property or any part thereof as soon and in such manner as the Grantor shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified party or parties (as determined by the Grantor) who will assume the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified for such Property or part thereof in the Redevelopment Plan. Upon such resale of the Property the proceeds thereof shall be applied: (i) First, to reimburse the Grantor, on its own behalf or on behalf of the City of Huntington Beach, for all costs and expenses incurred by the Grantor, including but not limited to, salaries to personnel engaged in such action (but excluding Grantor's general overhead expense), in connection with the recapture, management, and resale of the Property or part thereof (but less any income derived by the Grantor from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership thereof by the Grantor), an amount, if paid, equal to such taxes, assessments, or charges, as determined by the County assessing official, as would have been payable if the Property were not so exempt; any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in the Grantor or to discharge or prevent from attaching or being made any 04/28/87 4833k/2460/22 Page.-4 of 7 subsequent encumbrances or liens due to obligations, defaults, or acts of the Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property or part thereof; and any amounts otherwise owed to the Grantor by the Grantee and its successor or transferee; and (ii) second, to reimburse the Grantee, its successor or transferee, up to the amount equal to the sum of (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof); (2) the costs incurred for the development of the Property and for the improvements existing on the Property at the time of reentry and repossession, less (3) any gains or income withdrawn or made by the Grantee from the Property or the improvements thereon. (iii) Any balance remaining after such reimbursements shall be retained by the Grantor. (e) To the extent that this right of reverter involves a forfeiture, it must be strictly interpreted against the Grantor, the party for whose benefit it is created. This right is to be interpreted in light of the fact that the Grantor hereby conveys the Property to the Grantee for development and not for speculation in undeveloped land. 7. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee 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, sub -tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. 8. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by Paragraph 5(b) of this Grant Deed; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 04/28/87 4833k/2460/22 Page 5 of 7 I 9. All covenants Contained in this Grant Deed shall be covenants running with the land. The covenants contained in paragraphs S and 6 and Grantee's obligation to construct the Developer Improvements on the Property provided in Paragraph 4(a) of this Grant Deed shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property. Grantee's obligation to maintain and use the Developer improvements constructed as provided in Paragraph 4(a) shall continue in effect for a period of ten (10) years after the date of recordation of a Certificate of Completion issued by Grantor, and shall terminate and be of no further force or effect at the expiration of said ten (10) year period. Every covenant contained in this Grant Deed against discrimination contained in Paragraph 7 of this Grant Deed shall remain in perpetuity. 10. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to Whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the Curing of such breach. 11. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements or restrictions contained in this Grant Heed without the consent of any tenant, lessee, easement holder, licenses, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require the written consent of Grantee or the successors and assigns of Grantee in and to all or any part of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee. easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. 12. Except for Paragraph 6, the covenants contained in this Grant Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title. 04/28/87 4833k/2460/22 Page 6 of 7 �.wi IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this / REDONDO-KOVACS PARTNERS By$ __9jC. General Partner sy: General Partner 04/28/87 4833k/2460/22 Page 7 of 7 y 87 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this Qt day of -Yn the year 1987, before rye, the undersign Notary ub�lic in and or said Sta e, personally appeared %,--i�t personally known to (or proved 110 rye on the basis of satisfactory evident ) to be the persons who executed this instrument as the CHAIW�AN QUN� f ne HGT�P?NBEACi REDEVELOPMENT AGENCY�n3 rac) .N6wVkc�g` i �-�a-that hlezxecuted it on behalf of the HUNTINGTON BEACH REDEVELOPMENT AGENCY. ��D- - Signature of Notary Public STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On 1v rl� �� , 1987, before me, the undersigned Notary Public in and for said State, personally appeared _ _ in i L. %4t 1 *0 • T.dd , personally known to me, or proved to me on the basis of satisfactory evidence, to be the General Partner of REDONDO-KOVACS PARTNERS, a California limited partnership, the limited partnership that executed the within instrument, and acknowledged to me that REDONDO-KOVACS PARTNERS executed it. WITNESS my hand and official seal. OFFICIAL v "l L STEVEN H. SIIt,MJIE �recL'UNT, µr Canwn E=w'ss ten 17, 1086 STATE OF CALIFORNIA Notary Public ss. On A R r i 1 f 1987. before me- the undersigned Notary Public in and for said State, personally appeared (VIc�CIV-d f. gn%et+a �., , personally known to me, or provecl to me on the basis of satisfactory evidence, to be the General Partner of REDONDO•KOVACS PARTNERS, a California limited partnership, the limited partnership that executed the within instrument, and acknowledged to me that REDONDO-KOVACS PARTNERS executed it. WITNESS my hand and official seal. OFFICLAL bLAL A STEYEN t.. Slf"iSH�'�E QW I�IARYFLIBU'_-CA;XORMA L+ 7 C)RAWM Coum +M Co.. t=v+.r lo.. 17,17l8 A1�y Notary Public APILE _NO. -1063=CT �1 w LEGAL DESCRIPTION Being a Subdivision of that portion of Block D and the South half of Block C of Tract No. 570, recorded in book 19. page 7I of Miscellaneous Maps and a portion of 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 Map recorded in book 51, page 7 of Miscellaneous Maps, more par- ticularly described as follows: Beginning at the centerline Intersection of Talbert Avenue and Kovacs Circle; thence South 00 44' 2011 East, 329.71 feet along the centerline of Kovacs Circle to the true point of beginning; thence North 890 10' 10" East, 167.79 feet; thence South 00 441 14" East, 225.00 feet; thence South 320 47' 09" {Vest, 190.00 feet; thence South 601, 20' 10" West, 200.00 feet; thence South 890 10' SO" West, 230.00 feet; thence North 00 44' 28" West, 479.63 feet; thence North 890 10' 10" East, 342.22 feet to the true point of beginning. -2- ATTACHMENT NO, 6 SCOPE OF DEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND BOURESTON DEVELOPMENT. INC.,DBA THE REDUNDO-KOVACS PARTNERSHIP The Redondo -Kovacs Partnership, a California Limited Partnership (The Developer), agrees to provide AT ITS SOLE EXPENSE the following improvements to the.subjeet site identified In Attachment No. i, hereto. 1. An industrial building of approximately 125.000 square feat with approximately 88,000 square feet an the first floor and approximately an additional 37,000 square fart on the second floor. Approximately 10,000 square feet at the Improvements will be constructed in a manner suitable for use as office space. The improvements will provide approximately 220 parking spaces on site, will be of type V-N Construction and will include automatic fire sprinklers. The improvements will provide landscaped open space areas in conformance with landscape plans to be approved by the City of Huntington Beach. All such Improvements will be constructed in conformance with the conditions of approval sat forth by the commissions, boards, council, or other discretionary bodies of the City of Huntington Beach. 2. The Developer will provide street Improvements on Kovac Circle from Talbert Avenue to the site. Street and street landscape improvements an Kovacs Circle will be designed to Department of Public works standards within a forty -live (45) toot right-of-way. $. The Developer will provide a revised site plan aoeomodating the approved alignment of Redondo Circle through the site (as shown in the attached Exhibit 1 "Conceptual Site Plan" attached hereto) in accordance with the standard plans of the Department of Public Yorks of the City of Huntington Beach and will construct these Improvements without the financial assistance of the City or the Agency. A. The Developer Wilt provide any and all utility •xtentiorts thaLt may be necessary to service the subject site with waters slectriaity, sanitary sower, telephone, natural gas, cable television, storm sever. or any other utility that may be required to serve the intended use of the improvements. B. Grading plans shall be prepared and submitted to the Public Works Department for approval. S0'd SZ.9T 2810Z 1nf m rqs sr ui *ON 131 H0039 N019NItNnH 30 All In no Z%se ■hall the upon completion value of the improvements, as determined by the Tax Assessor of the County of Orange, be less than f5,9001000. If such value is less than this amount, Developer will pay the Agency amounts ■s specified in the provisions of Section a02 of this Agreement. p0' d 9Z' 9I 29, OZ 1 of £69*iSb ILI ' oN 131 HOUN 1V019NI lNnH JO All: wr.�--- 71 1 i j • / '' ..Iwo rr..r • / ChM2 • r IIUM* IrI�L raw rwn wr•r fop� • ` 00110114MI M!N fr &saw , .....ON r \ •• • L �ww A Vowed % y} 1�r ��•�r t. oftb I FXHIBIT 1 { STllMTr,AL WMrrARY 046 +*,260 t• M*M or *w $to*" of NOWIML IItM of. twa IfID" rra *roar "If ""At"".w.r. f r. I" posamMf Aklq + rMf t r. - IMMR'JA ONA 7 po of. f IambeGwR "primp fIAM Or. - %wM WA eVw trim V.0 f s A..w4 .w"bgm ` Iwp MM PUMP A M OwNump f me -we .•....w r OA�C/ +s rM 90. r H."No sr tROIIh W I��IRIIM4 ft� o/. {flea OYU" wA of"" " 038 i • IOTA[ Ir./0! it .� .» • I faAIOft *A0 •r W d RORV t>*kV@IMi0 /mow r7Rllellor IIMD00 r. IMk ffM um "14 .Is r Ml I W^Oq IZ so. 9AP@MWf AI*Afts r•IA" PAN V. 1 irOltA/f fo4ralf mopK team W. � Od.mlAcf4 TIFIV ! /M Iaammo"�rwr L IArA bwd s+o a I.I II I cown9w fi/YpN PLOW ee r ff. • *1f+R V 1 � • ..scow win w.rw fr. tfsof fI. • a.w u. n {uoo SAP ws.w -" • me AAtA si AA'/ t*►)fi1 u. ' • LrMwfl�fl0.1 f�4/M• /,i�1�OMM.4 THE L R A 04NO + OEPMR .I r ATTACHMENT NO. 6 Recording Requested by: When Recorded Return to and Mail Tax Statements to: Redondo -Kovacs Partners [Address) CERTIFICATE OF CONTLETION FOR CONSTRUCTION AND DEVELOPMENT WHEREAS, by Grant Deed dated and recorded on as No. of the official records of the County Recorder of the County of Orange, California, the Huntington.Beach Redevelopment Agency, a public body, corporate and politic ("Agency") conveyed to Redondo -Kovacs Partners, a California limited partnership ("Developer"), certain real property situated in the City of Huntington Beach, California, described on Exhibit "I" attached hereto and made a part hereof; and WHEREAS, as referenced in said Grant Deed, the Agency shall furnish the Developer with a Certificate of Completion upon completion of construction and development, which certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County; and WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the construction and development required by the Grant Deed; and WHEREAS, the Agency has conclusively determined that the construction and development on the above described real property required by the Crant Deed has been satisfactorily completed; and WHEREAS, Paragraph 6 of the aforementioned Grant Deed contains a condition subsequent providing for revesting in event of violation of the provisions set out in said Deed after conveyance and prior to recordation of the Certificate of Completion% 04/28/87 Attachment No. 6 4833k/2460/22 Page I of 2 NOW THEREFORE, the Agency hereby finds and determines as follows: 1. As provided in said Grant Deed, the Agency does hereby certify that the construction and development has been fully and satisfactorily performed and completed. 2. The condition subsequent contained in paragraph 6 of the Grant Deed has been fully and satisfactorily performed and is of no further force or effect by reason thereof. 3. Nothing contained in this instrument shall modify in any other way any other provisions of said Deed. IN WITNESS WHEREOF, the Agency has executed this certificate this day of , 198_. ATTEST: Secretary H=INGTON BEACH REDEVELOPMENT AGENCY By: Chairman 04/28/87 Attachment No. 6 4833k/2460/22 Page 2 of 2 Attachment 7 RECORDING REQUESTED BY AND ) ) When Recorded Mail To: ) Office of -the City Clerk ) 2000 Main Street ) P.O. Box 190 ) Huntington Beach, CA 92648 ) EXERIPT l C13 MEMORANDUM OF AGREEMENT RECORDED IN OFFICIAL RECORDS OF ORANGE COUN.IY. CALIFORNEA -1 as Phi OCT 0 8 '87 Q. .� an"� THIS MEMORANDUM OF AGREEMENT made and entered into as of the 15th day of April, 1967, by and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY (the "Agency") and REDONDO-KOVACS � s•� � PARTNERS, a California limited partnership (the "Developer"). +•m 0 r >6 x; q '0A @ 4 n ei > +� o 94 + W I T N E S S E T H: 4J m o c « � 4. ��m o b The Agency and the Developer have entered into a Oslo V 1b w $4.0a o tom. Disposition and Development Agreement, dated as of April 15, 1987 (the "Agreement"), a copy of which is on file -as a public record with the Secretary of the Agency at 2000 Main Street, Huntington Beach, California, 92648, and which is incorporated herein by reference. The Agreement affects certain real property, including that certain real property situated in the City of Huntington Beach, County of Orange, 04/28/87 4833k/2460/22 Page 1 of 5 87-566.. , J- State of California, particularly described in Exhibit A, which is attached hereto and incorporated herein by reference, which property is owned by the Redevelopment Agency of the City of Huntington Beach. This Memorandum of Agreement is only intended to describe the Agreement and shall not be construed to modify any provision thereof. IN WITNESS WHEREOF, the parties have executed this instrument in duplicate the day and year first hereinabove written. ATTEST: ALICIA M. WENTWORTH , C &/'k REDONDO-KOVACS PARTNERS, a California limited partnership By: ,+ - �. Lam'. Z"� General Partn By: General Partner 04/28/87 4833k/2460/22 Page 2 of 5 87::566lc5 £XHIBIT "A" 04/28/87 _ 4833k/2460/22 Page 3 of 5 7 87�56fid�5 .STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this ly��day of 1987, before me, the undersigns a Notary Pu li in and f said,StiXe,o pe sonally appeared and C.f f� personally nown to me (o proved to me on the basis of satisfacto y evidence) to be the persons who executed this instrument as the CHAIRMAN and SECRETARY, respectively, of the HUNTINGTON BEACH REDEVELOPMENT AGENCY and acknowledged to me that they executed it on behalf of the HUNTINGTON BEACH REDEVELOPMENT AGENCY. Si nature of Notary Public 04/28/87 4833k/2460/22 Page 4 of 5 8h566_ STATE OF CALIFORNIA S5. COUNTY OF (Dirk ) On �-% , 1987, before tne, the undersigned Notary Public in and for said State, personally appeared Richard E. Boureston, personally known to me or proved to me on the basis of satisfactory evidence to be the General Partner of REDONDO-KOVACS PARTNERS, a California limited partnership, the limited partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of REDONDO-KOVACS PARTNERS, and that REDONDO-KOVACS PARTNERS executed the save. WITNESS my hand and official seal. �. OFFICIAL SEAL STJEVEttl H. SUZHUME tORNIA <•' +- Mr Cam. Exp+., J•in 17. Igoe STATE OF CALIFORNIA COUNTY OF � V- la ti., 4 Q Notary Public ss. On - Aev'11--j's , 1987, before me, the undersigned Notary Public in and for said State, personally appeared Michael D. Todd, personally known to me or proved to me on the basis of satisfactory evidence to be the General Partner of REDONDO-KOVACS PARTNERS, a California limited partnership, the limited partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of REDONDO-KOVACS PARTNERS, and that REDONDO-KOVACS PARTNERS executed the same. WITNESS my hand and official seal. GSAL !:&AL SiEVEN H. SUi4SHINE WIARYPUPL'C•CAL7MMA 4 OFAMF C"Tr 17,Igea My Cam- fsP+�� Tan �q'v.vn W 6tv-, - Notary Public 04/28/67 4833k/2460/22 Page 5 of 5 • �5664s- ATTACHMENT NO. 2 LEGAL DESCRIPTION Parcel No. 7 of the Tentative Tract Map No. 11955 (as revised), as recorded in the records of the County Recorder of the County of Orange, California. 08/26/86 130Sk/2460/09 ' ? ATTACHMENT NO. 8 To Da GUARANTEE AND P.GREEMENT OF ORIGINAL MICHAEL D. TODD THIS GUARANTEE AND AGREEMENT is entered into by Michael D. Todd, a single man (referred to herein as the "Guarantor") in favor of THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), and the CITY OF HUNTINGTON BEACH (the "CITY"). ). R E C I T A L S A. The Agency, the City and Redondo -Kovacs Partners (the "Developer") have entered into a Disposition and Development Agreement dated as of April 15, 1987 (the "Agreement") for the purposes of the redevelopment of certain property (the "Property") located within a redevelopment project area of the Agency. B. The Guarantor is a principal of the Developer, and will significantly benefit by the execution by the Agency and the City of the Agreement. C. The execution by the Guarantor of this Guarantee is a condition but for which the Agency and City would not execute the Agreement. W I T N E S S E T H IN CONSIDERATION OF the execution of the Agreement, and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency and City the full and timely completion of all of the "Developer Improvements" (as defined in the Agreement, which is incorporated herein by referenced). 2. This Guarantee is unconditional and may be enforced directly against the undersigned. No extensions, modifications or changes to the Agreement shall release the undersigned or affect this Guarantee in any way, and the undersigned waives notification thereof. 3. The undersigned hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency or City to 04/28/87 4833k/2460/22 Page 2 of 3 y proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's or the City's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency or the City may be required to provide to Developer tinder the Agreement, and (c) any duty on the part of Agency or City to disclose to Guarantor any facts Agency or City now or hereafter know about the Site (as defined in the Agreement), the Agreement, or the Developer, regardless of whether Agency or City have reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding -the Property, the Agreement, the obligations of the Developer, the financial condition of the Developer, and of all circumstances bearing on the risk of any obligation by Developer hereby guaranteed. S. Until the Agency and/or the City is paid all amounts due under this Guarantee and the Agreement, Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency or City now have or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now cr hereafter held by Agency or City. 6. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 7. In the event of any litigation between Agency or City and Guarantor arising out of this Guarantee, the prevailing party shall be entitled to recover its reasonable costs and attorney' s fees. B. No provisions of this Guarantee can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by each of Agency and City. 9. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by Agency in enforcing or attempting to enforce this Guarantee, whether the same shall be enforced by suit or otherwise. 10. Guarantor hereby waives notice of any demand by the Agency and the City, as well as notice of any default by the Developer. 04/28/87 4833k/2460/22 Page 2 of 3 r ACKNOWLEDGMENT STATE OF CALIFORNIA ) } ss. COUNTY OF ORANGE } On f�Rr iI 9A )� 9'7 before me, the undersigned, a Notary Public in and for said State, personally appeared NICHAEL D. TODD, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same. WITNESS my hand and official seal. OFFICIAL SEAL $TEVEN H. SUNSHINE �J1 N0711RYPU9[!C-CAUFpFNlA OFu.NGECOl1HTY MYCaerw w� E+p1oa 17,1938 (SEAL) 04/28/87 48331c/2460/22 �J1 N0711RYPU9[!C-CAUFpFNlA OFu.NGECOl1HTY MYCaerw w� E+p1oa 17,1938 (SEAL) 04/28/87 48331c/2460/22 11. The Agency may assign this Guarantee. When so assigned, Guarantor shall be bound as above to the assignees without in any manner affecting Guarantor's liability hereunder. 12. This Guarantee shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 13. This Guarantee shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. IN WITNESS WHEREOF, the undersigned has executed this Guarantee as of the 15th day of April, 1987. MICHAEL D. TOD uarantor 04/28/87 4333k/2460/22 Page 3 of 3 ATTACHMENT NO.8 60U-re sf'ph ORIGINAL GUARANTEE AND AGREEMENT OF RICHARD E. BOURESTON AND VIRGINIA BOURESTON THIS GUARANTEE AND AGREEMENT is entered into by Richard E. Boureston and Virginia Boureston, a married coaple (collectively referred to herein as the "Guarantor") in favor of THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), and the CITY OF HUNTINGTON BEACH (the "CITY"). R E C I T A L S A. The Agency, the City and Redondo -Kovacs Partners (the "Developer") have entered into a Disposition and Development Agreement dated as of April 15, 1937 (the "Agreement") for the purposes of the redevelopment of certain property (the "Property") located within a redevelopment project area of the Agency. B. The Guarantor is a principal of the Developer, and will significantly benefit by the execution by the Agency and the City of the Agreement. C. The execution by the Guarantor of this Guarantee is a condition but for which the Agency and City would not execute the Agreement. W I T N E S S E T H IN CONSIDERATION OF the execution of the Agreement, and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency and City the full and timely completion of all of the "Developer Improvements" (as defined in the Agreement, which is incorporated herein by referenced). 2. This Guarantee is unconditional and may be enforced directly against the undersigned. No extensions, modifications or changes to the Agreement shall release the undersigned or affect this Guarantee in any way, and the undersigned waives notification thereof. 3. The undersigned hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency or City to 04/28/87 4633k/2460/22 Page 1 of 3 proceed against the Developer (or any guarantor other than•the undersigned) or to pursue any other remedy in the Agency's or the City's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency or the City may be required to provide to Developer under the Agreement, and (c) any duty on the part of Agency or City to disclose to Guarantor any facts Agency or City now or hereafter know about the Site (as defined in the Agreement), the Agreement, or the Developer, regardless of whether Agency or City have reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Property, the Agreement, the obligations of the Developer, the financial condition of the Developer, and of all circumstances bearing on the risk of any obligation by Developer hereby guaranteed. 5. Until the Agency and/or the City is paid all amounts due under this Guarantee, and the Agreement, Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency or City now have or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency or City. 6. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 7. In the event of any litigation between Agency or City and Guarantor arising out of this Guarantee, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 8. No provisions of this Guarantee can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by each of Agency and City. 9. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by Agency in enforcing or attempting to enforce this Guarantee, whether the same shall be enforced by suit or otherwise. 30. Guarantor hereby waives notice of any demand by the Agency and the City, as well as notice of any default by the Developer. 04/28/87 4833k/2460/22 Page 2 of 3 11. The Agency may assign this Guarantee. When so assigned, Guarantor shall be bound as above to the assignees without in any manner affecting Guarantor's liability hereunder. 12. This Guarantee shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 13. This Guarantee shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. IN WITNESS VMEREOF, the undersigned have executed this Guarantee as of the 15th day of April, 1987. RICHAJ._,j RD Ec. BOURESTON P Guarantor ' VIRGINIA BOURESTON uaranto 04/28/87 4833k/2460/22 Page 3 of 3 s � 4 ACKNOWLEDGMENT STATE OF CALIFORNIA ) COUNTY OF Nkn On _i}r11-�j,�before me, the undersigned, as N6tary Public in and for said State, personally appeared RICHARD E. BOURESTON, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same. WITNESS my hand and official seal. oFFIC1AL s:.az. STEW H. sm TINE t KTA4YI g .CAl1F0R C RAGE GCSNITY MY Com.ti Ev;." Jca 17, 1911a (SEAL) 04/28/87 4833k/2460/22 ACKNOWLEDGMENT STATE OF CALIFORNIA } } COUNTY OF On {aQY'%N ,�� before me, the undersigned, a Notary Public in and for said State, personally appeared VIRGINIA BOURESTON known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowedged that she executed the same. WITNESS my hand and official seal. OFFICIAL SFA, a sr�vF,v fr. sur�sril�r� NO, cuay } �Orqi^ ESP 17 Ins (SEAL) - 04/28/87 4833k/2460/22 V ATTACHMENT NO. 8 GUARANTEE AND AGREEMENT OF MICHAEL D. TODD THIS GUARANTEE AND AGREEMENT is entered into by Michael D. Todd, a single man (referred to herein as the "Guarantor") in favor of THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), and the CITY OF HUNTINGTON BEACH (the "CITY"). R E C. I T A L S A. The Agency, the City and Redondo -Kovacs Partners (the "Developer") have entered into a Disposition and Development Agreement dated as of April 15, 1987 (the "Agreement") for the purposes of the redevelopment of certain property (the "Property") located within a redevelopment project area of the Agency. B. The Guarantor is a principal of the Developer, and will significantly benefit by the execution by the Agency and the City of the Agreement. C. The execution by the Guarantor of this Guarantee is a condition but for which the Agency and City would not execute the Agreement. W I T N E S S E T H IN CONSIDERATION OF the execution of the Agreement, and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency and City the full and timely completion of all of the "Developer Improvements" (as defined in the Agreement, which is incorporated herein by referenced). 2. This Guarantee is unconditional and may be enforced directly against the undersigned. No extensions, modifications or changes to the Agreement shall release the undersigned or affect this Guarantee in any way, and the undersigned waives notification thereof. 3. The undersigned hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency or City to 04/28/87 4833k/2450/22 Page 1 of 3 proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's or the City's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency or the City may be required to provide to Developer under the Agreement, and (c) any duty on the part of Agency or City to disclose to Guarantor any facts Agency or City now or hereafter know about the Site (as defined in the Agreement), the Agreement, or the Developer, regardless of whether Agency or City have reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Property, the Agreement, the obligations of the Developer, the financial condition of the Developer, and of all circumstances bearing on the risk of any obligation by Developer hereby guaranteed. S. Until the Agency and/or the City is paid all amounts due under this Guarantee and the Agreement, Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency or City now have or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency or City. 6. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 7. 1n the event of any litigation between Agency or City and Guarantor arising out of this Guarantee, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. B. No provisions of this Guarantee can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by each of Agency and City. 9. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by Agency in enforcing or attempting to enforce this Guarantee, whether the same shall be enforced by suit or otherwise. 10. Guarantor hereby waives notice of any demand by the Agency and the City, as well as notice of any default by the Developer. 04/28/87 4833k/2460/22 Page 2 of 3 11. The Agency may assign this Guarantee. When so assigned, Guarantor shall be bound as above to the assignees without in any manner affecting Guarantor's liability hereunder. 12. This Guarantee shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 13. This Guarantee shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. IN WITNESS WHEREOF, the undersigned has executed this Guarantee as of the 15th day of April, 1987. hIICHArL D 3 Guarantor 04/28/87 4833k/2460/22 Page 3 of 3 ACKNOWLEDGMENT STATE OF CALIFORNIA } } s5. COUNTY OF ORANGE } it c1-1 lip",On, p j before me, the undersigned, a Notary Public in and for said State, personally appeared MICHAEL D. TODD, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same. WITNESS my hand and official seal. 1 STEVEN H.SUNS)AYE "OTAftY P��. CAUFDANiA "� _ -CALF *r Co�.ns E+ap..J- 17 19Ba (SEAL) 04/28/87 4633k/2460/22 7Ar , Odwi brie A elves a /- Xe -/ /,.?' %lye �y rrd dr&doto cedars peg- A. The following paragraph /is added to Section 322: A certificate of completion and a certificate of occupancy shall not be withheld on the ground that the Triangular Parcels are not improved consistent with the Precise Street Plan or interim Precise Street Plan (because the City or Agency has failed to acquire either of the Triangular Parcels) if the Developer provides the City with a letter of credit (or such other security as may be mutually agreed upon by Agency or Developer) at 150% of the City Engineer's estimate of the sum of the cost of improvements for the Precise Street plan plus the cost of acquisition and development of either of the two Triangular Parcels. On or before the end of 18 months following issuance of a building permit, the Agency may elect to acquire either or both of the Triangular Parcels by condemnation, if not previously acquired by negotiation. On or before the end of 18 months following issuance of a building permit, if the City or the Agency has failed to elect to commence condemnation proceedings for either of the two Triangular Parcels, the letter of credit shall be returned uncashed to the Developer. If the Agency or the City commences with condemnation proceedings within said 18 month period, the letter of credit shall, be cashed by the City or the Agency or Developer shall replace the Letter of Credit with cash. The cash shall become the property of the Agency or the City and the Agency or the City shall proceed with due diligence to acquire the Triangular Parcels; provided, however, if the actual cost of acquiring and improving the Triangular Parcels is less than the amount of the Letter of Credit, the balance shall be refunded to Developer. If the City and the Agency are unable to acquire the Triangular Parcels by negotiation within said 18 month period and have not commenced condemnation within said 18 months, the City shall promptly formulate a Precise Plan of Street Alignment which provides for the completion of Redondo Circle consistent with the Conceptual Site Development Study but which does not require ownership or development of the Triangular Parcels. 2 i i 0 Paragraph 8 of Section 215 is replaced with the following language The Precise Street Plan consistent with the Conceptual Site Development Study shall be approved by the City In the event either of the Triangular Parcels have not been acquired prior to close of escrow, an interim street alignment consistent with the Conceptual Site Development Study shall be approved by the city I J 1711D SHS Ll 072087 w REOU�,ST FOR CITY COUP' ~IL/ REDEVELOPMENT AGENCY AKON RH 87-57 Date July 17, 1987 Submitted to: Honorable Mayor/Chairman and City Council/Agency Members Submitted by: Charles W. Thompson, City Administrator/Chief Executive Off<'er*, Prepared by: Douglas N. La Belle, Deputy City Administrator/Community Developme Subject: APPROVAL OF DISPOSITION AND DEVELOPMENT AGREEMENT - TALBERT - BEACH INDUSTRIAL PARCEL Consistent with Council Policy? [ I Yes [ ] New Policy or Exception CIL Statement of Issue, Recommendation, Analysis, Funding Source, Altema4A"gcti"orii; Attachments: �-, I STATEM ENT OF ISSUE: CITY The Public Hearing on the subject document was Conducted on May 4, 1987, and has been continued on two previous occasions to this date. STAFF RECOMMENDATION: Approve the attached Disposition and Development Agreement with an amended page 4 noting changes requested at your May 4, 1987, hearing and attendant resolutions and authorize the City/Agency Clerk to execute these documents. ANALYSIS: On March lb, 1987, the Redevelopment Agency selected Boureston Development to purchase the 5 acre site. Staff and Special Agency Counsel have worked with the developer to negotiate a Disposition and Development Agreement for the Agency's consideration. The price of the parcel is to be $1,745,000. The major provisions of the attached Disposition and Development Agreement are included in a summary required by Section 33433 of the Health & Safety Code attached hereto. The attached resolution authorizes the execution of this Disposition and Development Agreement and also certifies the completion of the preparation and publication of the negative declaration for environmental review on the property. (The Negative Declaration is attached). The entitlements for this project were originally approved by the Board of Zoning Adjustment on April 15, 1987. Subsequently this decision was appealed to the Planning Commission. In response to this appeal on July 7, 1987 the Planning Commission approved a revised site plan for this project which provides alternative access for Redondo Circle. V 3b NO 4/84 RH 87-57 July 17, 1987 Page 2 ALTERNATIVE ACTION: Do not approve the attached resolutions. This will pre-empt sale of the property at this time. FISCAL IMPACT: The original purchase price determined for the site is $1,745,000. This would be Agency Revenue. ATTACHMENTS: 1. RCA/RAA of May 4, 1987, and original DDA. 2. DDA amended page 4. CNVT/DLB/SVK:tw 1749r AMENDED PAGE -4- II. [§200] ACQUISITION AND SALE OF THE SITE A. [§201] Precise Plan of Street Alignment or Elimination Provided that the Developer is in compliance with its obligations pursuant to Section 204 of this �Agreement,•the City will use its best efforts to review subdivision maps and plans for the Site and, if required, will use its best efforts to initiate within the time set therefor in the Schedule of Performance and thereafter conclude proceedings for the elimination of City streets and alleys. B. [52021 Acquisition of the Site Subject to applicable terms and conditions of this Agreement, the Agency agrees to sell to the Developer and the Developer shall purchase from the Agency the Site. The purchase price for the Site to be paid by the Developer shall be the sum of One Million Seven Hundred Forty -Five Thousand Dollars ($1,745,000) (the "Purchase Price"). C. [52031 Disposition of the Site The Developer agrees to purchase from the Agency the Site; in accordance with and subject to all of the terms, covenants and conditions of this Agreement (particularly Section 215 hereof), the Agency agrees to sell to the Developer the Site. Thereupon, the Developer agrees to and shall develop the Site in accordance with the Sccpe of Development (Attachment No. 5) within the times and subject to the terms, conditions and provisions as hereinafter provided. The Developer shall develop the Site for use as a manufacturing facility (on a build -to -suit basis) in which the permitted uses shall be those permitted in the City of Huntington Beach Municipal Code (Ml-A Zone). The Developer shall lease the Site and improvements thereon to Southwest Quilted Products, Inc., a California corporation. The Purchase Price for the Site shall be that amount determined pursuant to Section 202 of this Agreement. In addition to the consideration set forth in this Section 203, the Developer shall pay all of those costs, charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement and shall, at its cost, provide all of the Developer Improvements (as defined in Section 302 hereof). 5/13/87 -4-. 4833k/2460/22 �T REQU` 3T FOR CITY COUN"O" L/ . REDEVEL6PMENT AGENCY AG�''fiION ' RH $7-40 Date ' May 22, 1987 :submitted to: Honorable Mayor/Chairman and City Council/Agency Members :,ubmitted by Charles W. Thompson, City Administrator/Chlef Executive Off' er Prepared by: Douglas N. La Belle, Deputy City Administrator/Redevelopment I / QT " ;;object: CONTINUATION OF PUBLIC HEARING - TALBERT-BEACH Ca Vll �S� INDUSTRIAL DISPOSITION AND DEVELOPMENT AGREEMENT (o Consistent with Council Policy? pQ Yes [ ] Now Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source Alternative Actions, ach ments: STATEMENT OF ISSUE: The Public Hearing on the Disposition and Development Agreement regarding the five acre Industrial parcel In the Talbert -Beach Redevelopment Project Area was opened and closed on May 4, 1987. The City Council and Redevelopment Agency continued action on the item to the Regular Adjourned Meeting of June 1, 1987 and it Is recommended that this item be continued further to the Joint City Council and Redevelopment Agency Meeting of June 15, 1987. RECOMMENDATION: Continue action on the proposed Disposition and Development Agreement Between the City, the Redevelopment Agency, and Redondo -Kovacs Partners to June 15, 1987. ANALYSIS: Pending the progress of pending litigation regarding the disposition of this site, staff recommends that consideration of the Disposition and Development Agreement be continued to June 15, 1987. ALTERNATIVE ACTION: Take action on the Disposition and Development Agreement. FUNDING SOURCE: Income generated by the disposition of this property will be Redevelopment Agency revenue. CWT/DLB/SVK:sar 1558r REQV,r ST FOR REDEVELOPWItNT CITY COUJo,AL/ . AGENCY ACTION RH 87-29 Date April 24, 1997 submitted to: Honorable Mayor/Chairman and City Council/Redevelopment Agency Members100 J_/y p' submitted by: Charles W. Thompson, City Administrator/Chief Executive Officer to Fred b Douglas N. La Belle, Deputy City Administrator/Redevelopment � Y� S.ub1ect: DISPOSITION AND DEVELOPMENT AGREEMENT -'577� .'TALBERT-BEACH INDUSTRIAL PROPERTY Res. Consistant with Council Policy? Yea [ New Policy or Exception ?es, Statement of Isue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: STATEMENT OF ISSUE: On March 16, 1987 the Redevelopment Agency selected Boureston Development to purchase the Agency -owned industrial parcel within the Talbert -Beach Redevelopment Project Area. Attached for the Agency's consideration is a Disposition and Development Agreement with this firm. RECOMMENDATION: Approve and authorize the Agency and City Clerk to execute the attached resolutions approving the Negative Declaration of Environmental Impact and authorizing the execution of a Disposition and Development Agreement with Boureston Development, Inc. dba: Redondo-Kovac Partnership. ANALYSIS: On March 16, 1987 the Redevelopment Agency selected Boureston Development to purchase the S acre site. Since that time staff and Special Agency Counsel have worked with the developer to negotiate a Disposition and Development Agreement that is attached herewith for the Agency's consideration. if The price of the parcel is to be $1,745,000. The major provisions of the attached Disposition and Development Agreement are included in a summary required by Section 33433 of the Health do Safety Code attached hereto. The attached resolution authorizes the execution of this Disposition and Development Agreement and also certifies the completion of the preparation and publication of the negative declaration for environmental review on the property. {The Negative Declaration is attached}. ALTERNATIVE ACTION: Do not approve the attached resolutions. This will pre-empt sale of the property at this time. R H 87-29 April 24, 1987 Page Two FUNDING SOURCE: Proceeds of the sale will be Agency revenue. ATTACHMENTS: 5771 r 771 1. Resolution Nos, and 2. Disposition and Development Agreement. 3. Summary of Disposition and Development Agreement. 4. Negative Declaration. C1t'T/DLB/SVK:sar 1378r if G� s PUBLIC NOTICE HUNTINGTON BEACH CITY COUNCIL/ HUNTINGTON BEACH REDEVELOPMENT AGENCY NOTICE OF JOINT PUBLIC HEARING NOTICE IS HEREBY GIVEN that the Huntington Beach Redevelopment Agency and the Huntington Beach City Council will hold a Joint Public Hearing on the proposed sale of real property within the Talbert -Beach Redevelopment Project Area to the Talbert -Beach Partnership, a California limited partnership, pursuant to a proposed Disposition and Development Agreement. Adoption of a Negative Declaration containing a finding of no significant impact on the environment due to the project will also be considered at the same hearing. The real property to be sold is located on the south side of Talbert Street between Kovacs Circle and Redondo Circle and is more particularly described as follows: Lot No. 7 of Tentative Tract Map No. 11955 Any person or organization interested in expressing an opinion on this matter is invited to attend the public hearing and offer testimony. Date: ion ay, lay , 87 Time: 7:00 p.m. or as soon thereafter as the matter may be heard. Place: Council Chambers, Huntington Beach Civic Center, 2000 Main Street, Huntington Beach, California 92649 Materials relating to the subject sale of real property Including the proposed Disposition and Development Agreement and the summary required by California Health & Safety Code Section 33433 are on file and may be viewed or photocopied in the office of the City Clerk at the above address during office hours (8:00 a.m. to 5:00 p.m., Monday through Friday excluding holidays). Further information on the subject matter may also be obtained by contacting Stephen V. Kohler, Principal Redevelopment Specialist, at (714) 536-5542. Dated: , 1987 By: Alicia Wentworth City Clerk/Agency Clerk Publish once a week for two weeks on Monday, Aril 20 and Monday, Aril 27 1997 1363r "ERDER7 M we -SEX .URRA• C I. ANE ORUCE D 4ALLMER JAMES DEXTER CLARK GLENN i WASSERMAN f..A".)ORIE R fR.£oLANDER R 6RUCE fCPRCR.'jR r A.NC.P.A's RODERTP eERRMAN or COvtilcL Jci�l f PII« WEISEI2. KANE. DALLMET? . I3L• R"IA` ,41m?) ed 5e?lf— reezE • LAw [O•�C e•rlOn /Vto 3S4 SOUTm SPRING STRCEL SUITE 420 ��t_c�s nwc�st.Es. cwtteorr•1n moo:a� ra� j W Pia AREA COOL 42131 r r TC4.CP-0%E 6%IP-0460 701 "6" STREET. SUITE 1300 SAN OIEOO. CANI<ORNIA 92103 AREA CODE 16191 rMa 4 1987 rELED.1owE : s.� f Y f f1 re,� it a P O�c•t�Qr /74?46W �W) Honorable Mayor and Members of the City Council Members of the Huntington Beach Redevelopment Agency City of Huntington Beach IM Re: Talbert -Beach Disposition and Development Agreement Honorable Mayor and Members of the City Council: This firm represents Triple H/Reliable Lumber ("Reliable") in connection with the Cityfs consideration of a proposed development for the 5-acre vacant property (the "Property") which the Talbert -- Beach Redevelopment Project Area Redevelopment Plan (the "Redevelopment Plan") shows to be bisected by Redondo Circle. Specifically, Reliable Lumber objects to the approval of the disposition and development agreement before you tonight which would permit conveyance of the property to Bourestorr- Development_ and permit the construction of a 122,000 sq. foot industrial facility (the "Project"). Reliable Lumber further objects to the use or approval of a negative declaration for the Project and demands that an environmental impact report ("EIRff) be prepared. Finally, the hearing on the DDA has not been properly noticed and the record before you lacks evidence to support required findings as to the value of the property being sold. Approval of any development for the Property which precludes completion of Redondo Circle violates the General Plan of the City as well as the Redevelopment Plan and, hence, would be .invalid. Furthermore, there are a number of environmental concerns which have not been addressed or have been inadequately addressed in the course of your environmental review for the Project. Finally, the Cityfs procedures in performing, noticing and presenting the environmental review required by law are so flawed as make any approval of a negative declaration in any form illegal and invalid. Honorable Mayor and Members May 4, 1987 Page 2 General Plan Inconsistency. All actions of a redevelopment agency must be consistent with that city's general plan and with the pertinent redevelopment plan. California Health and Safety Code § 33331. The pertinent aspect of the City's General Plan for this Project is the Specific Plan. That Specific Plan was amended in 1979 specifically to provide that Redondo Circle would be extended eastward through the five -acre parcel and connect to the north -south street extending into the five -acre parcel, referred to in recent City documents as Kovacs Street. The Specific Plan amendment was in direct response to traffic circulation problems with the industrial area, caused primarily by the businesses, including Reliable Lumber, developing along Redondo Circle. Several industrial developments were built and/or established along Redondo Circle in anticipation of the extension of Redondo Circle. See letters from property owners and businesses along Redondo Circle and petition signed by the same attached hereto and made a part of the record herein by this reference. Approval of the DDA before you would be inconsistent with the Specific Plan and, hence, the General Plan, since Redondo Circle will not be completed, as provided in the Specific Plan. The Specific Plan amendment was in direct response to traffic circulation problems with the industrial area, including Reliable, developing along Redondo Circle. Several industrial developments were built and/or established along Redondo Circle in anticipation of the extension of Redondo Circle. See letters -from property owners and businesses along Redondo Circle and petition signed by the same attached hereto and made a part of the record herein by this reference. Inconsistency With Redeveloamen_t Pl�r� The Redevelopment Plan also provides that Redondo Circle will be extended eastward to meet with Talbert. (See map at page .) The DDA is, therefore, inconsistent with the Redevelopment Plan and cannot be legally approved. Cal. Health and Safety Code Section 33432. -Tnconsistency with Noise Element and Noise Performance _Standards fo dus 'a D ve o ,e is The City notified several developers competing with Soureston Development that a noise study per Section 9510.18 of the Municipal Code would have to be submitted. Yet po such noise study has been indicated in my records before you for this Project, and such a study is notably absent from mention in the Proposed Negative Honorable Mayor and Members May 4, 1987 Page 3 Declaration. Without any use restrictions on the Project and absent such a"noise study, the Project is inconsistent with both the noise performance standards of the Municipal Code and the Noise Ele7rent itself. Inccnsistencv with Circulation Element The City's Circulation Element provides that the City extend and otherwise improve arterial streets and further to provide adequate traffic facilities for industrial developments. Redondo Circle is an access road to Talbert Avenue, an arterial street. The impact of this Project on Talbert Avenue must, therefore, be considered. As presently designed, development of the Project will thwart implementation of the policies of the Circulation Element, particularly where read in conjunction with the Specific Plan for the area. The Proposed Negative Deglaration Was InDroperlyoticed and Processed Contrary to State Law, the City failed to notice the public of the intended approval of the negative declaration proposed to be approved in connection with the action of approving the DDA. On April 4, the City noticed the anticipated approval of a negative declaration in connection with two permits/approvals for the Project to be heard by the Board of Zoning Appeals ("BZA") on April 15. The notice referred to an initial study which was not signed until April 6 (the 114/6 Initial Study"). -Therefore, it appears notice failed to allow even the 10 days for review the notice itself allowed. The 4/6 Initial Study was apparently re -signed on April 30 by planning staff (the 114/30 Initial Study"). 4/30 Initial Study differed from the 4/6 Initial Study in that several mitigation measures were imposed by the BZA on April 15 and incorporated into the 4/30 Initial Study. There has been no public cotrment period with respect to the 4/30 Initial Study. In fact, there has been no public comment period for any environmental review associated with the action before you tonight -- the approval of the DDA. The City/Agency may not legally "piggyback" on the negative declaration approved by the BZA. That negative declaration was itself invalid on the basis of inadequate public notice and for the substantive reasons the 4/30 Initial Study is invalid, as set forth below. Moreover, the California Environmental Quality Act ("CEQA") requires that the "decision -making" body approving a project itself apprcve the environmental document supporting its action. 14 Cal Adm. Code Sections 15356 and 15074. Honorable Mayor and Members May 4, 1987 Page 4 Both the 416 and the 4130 Initial SJ;3dies_ Fail to Consider All Potential Environmental Inpacts. The checklist employed by the City in preparing the 4/6 and 4/30 Initial Studies is wholly inadequate and lacks the specificity required by CEQA. The 5 general questions on the form (which apparently is found only in the City of Huntington Beach) fall far short of the specific inquiry which might reveal possible environmental impacts. In contrast the initial study checklist used by the City in determining whether or not to prepare an EIR for the Talbert -Beach Redevelopment Project is seven pages long, containing some 65 specific questions. Many questions as to whether there might be environmental impacts associated with development within the Project Area were answered in the affirmative, indicating the need for environmental evaluation regarding, for example: lb. Disruption, etc of soil; 1c. Change in ground surface relief; lg. Exposure of people to geologic hazards; 3. Change in rate or amount of water runoff; 6. Increased noise impacts; 7. Increased light and glare; 13a. Generation of substantial additional vehicular movement; 13b. Demand effect on parking; 13d. Alteration to circulation patterns; 14a-f. Effect upon numerous public services 16a.f. Impact upon utilities -- Without agreeing or disagreeing with the initial study prepared for the Redevelopment Plan, the City should explain why it reached the conclusion that there are significant environmental effects from development of the Prcject Area, while simultaneously concluding there are absolutely no potential effect from construction of the single largest industrial facility within the project area. We believe that that prior initial study proves the 4/6 and 4/30 Initial Studies incorrect. The Initial Studies Fail to Take into Account Cumulative Impacts CEQA requires that cumulative impacts of past current and probable future projects be taken into account when deciding whether or not to prepare an EIR (approving an EIR). California Public Resources Code Section 21083; 14 Cal Adm. Code Section 15065(c). The 4/6 and 4/30 Initial Studies completely fail to take these matters into account. Most notably, the impacts on traffic from existing industrial development along Redondo Circle together with the proposed development has not been analyzed in any Honorable Mayor and Members May 4, 1987 Page 5 competent traffic study. Yet Staff admits there will be an impact of some 1500 vehicles per day from the Project alone. See Memo to BZA from the CMO, Assistant Planner dated 4/15/87, attached hereto and incorporated hereto by this reference. There are also numerous developments underway or planned for the near future which will impact traffic. The Evidence Requires -that an EIR be P e a ed As set forth in the letter of Chris Joseph, submitted herewith, evidence already in the record shows that there is substantial evidence to support the conclusion that there may be a significant effect on the environment as a result of the Project and that, therefore, an EIR must be prepared prior to the Project's approval. Mitigation Measures Attached to the 4/30 Initial Study Indicate Si n' 'cant Environmental Iml2acts]Exist The planning staff's suggested mitigation measures refute staff's conclusion per the 4/6 and 4/30 Initial Studies that there are no possible adverse environmental effects from the project. The INitial_Studies Do Not ,Consider All Potential Variations of the Er-oject The DDA does not limit the potential uses of the structure to be built. The 4/6 and 4/30 Initial Studies are in'Z�"orrectly done because they do not consider any use other than that by the proposed tenant. The Initial Studies must analyze the impacts associated with any use allowed in the M-1 A zone. The Project has _Changed Signifigantly Since the EIR for the Redeyel.opmen& Plan was&pproyed The City/Agency may not rely upon the EIR certified by the City/ Agency in connection with the adoption of the Redevelopment Plan. That EIR specifically anticipates that environmental review would be required for specific projects within the Redevelopment Plan area. See EIR at pages 1 and 2. Furthermore, the project considered in that EIR has changed significantly by virtue of (1) the proposed elimination of the extension and completion of Redondo Circle; (2) Modification of the location of the Senior Citizens Center and (3) Other physical changes in the location and intensity of development. Moreover, the data. relied on in the EIR is admittedly wrong, according to planning staff's own numbers. for example, staff estimates traffic Honorable Mayor May 4, 1987 Page b and Members impacts from the Project to be 1500 vpd. The EIR only anticipated 400 vpd from a proposed 100,000 square foot building on the same five=acre parcel. The analysis in the EIR is, therefore, inaccurate and cannot logically be relied upon, even if it was legal to do so. The Summary_ Report__ does not Provide_ the Publir, with Sufficient Information California and Health and Safety Code Section 33433 requires that prior to sale of property by the Agency it shall make available for public inspection no later than the time of publication of the first notice of the hearing on the approval of the DDA. There is no record that the Summary Report and DDA, which was submitted to the Agency members on April 24, 1987 was made available to the public in accordance with State law. Moreover, the Summary Report does not contain sufficient information to inform the public as to the estimated value of the property conveyed at the highest use permitted under the Redevelopment Plan. No facts whatsoever are submitted by Agency staff or anyone else in this regard. Respectfully submitted, Murray O, Kane, John W. Belsher I� i • J Sit e;�� -07 .. .61j" "S-- �- .. LciG10- 7 F C�a . .J V,.. (y✓L'Z��?' L�.�rl... /'LL'�i�.� �: � "�"` G`W' v��, (�!'✓,.r-/ vr,..G•%Y y -�� ��.✓L�-!'...+�'1' I= 5 �..-`ice / I��..�.(.�-�� fC..f ��1'i!'1 � '' , _ � '_ IM! .. ����(/r�..� J///-=� /y1, � r�]j�jl♦�/. (/� /��_ ���(f/�/�� ////� C}J/��/�� //JJ/ 1� � _ �1 J r91-lil &�- ,zx 5/r t rv�. OR ENVIRONMENTAL TELESIS Environmental, Land Management, and Transportation Planning May 4, 1987 M-. John Belsher Weiser, Kane, Ballmer t Berkman 354 South Spring Street, Suite 420 Los Rngeles, California 90013 RE: Analysis of Environmental Documentation on the Talbert -Beach Industrial Project. Dear Mr. Belsher: This letter report will serve as my analysis of the environmental documentation regarding the Talbert -Beach Industrial project. To assist in this analysis, the documents listed in Appendix A were reviewed, and an on - site inspection was made of the project site during the morning of May 4. Please note that the Negative Declaration/Initial Study was not available until April 30, only four days ago. I do not believe that four days constitutes a sufficient time period for the public to respond to the proposed Negative Declaration, as provided in section 15073 of the CEQA Guidelines. I also believe that the Negative Declaration circulated for public review does not adequately document the reasons to support the finding that the project will not have a significant impact, as mandated by Section 15071 of the CEQA Guidelines. In fact, the Initial Study checklist for this project does not even state which significant impacts are being mitigated. Notwithstanding the inadequacies of the proposed Negative Declaration and Initial Study, my analysis indicates that there is enough evidence that the project may have a significant impact and, consequently, that an Environmental Impact Report should be prepared. Essentially, I believe that the City staff has underestimated the environmental impacts resulting from this project and from this proposal in conjunction with past, present, and reasonably anticipated future projects, all of which will produce cumulative Impacts. Following is the rationale for this assertion, which is discussed by environmental category: CIRCULATION. Although City staff has correctly predicted that the project will generate some 1,591 vehicle trips per day, no studies were prepared concerning the traffic impacts on the AM and PM peak periods at the intersections serving the project site and at the major intersections in the project locale. An intersection capacity analysis is generally considered by both enviromental and traffic consultants to be a key component in measuring a project's circulation impacts. In fact, such information was requested by the City's Engineering Planner as far back as July, 1982. The response to this request as stated in the Final EIR for the Redevelopment Plan was that specific projects proposed pursuant to the Plan would be subjected to further environmental analysis. Clearly, this analysis has not been conducted with respect to this issue and should be examined within a new EIR. 8848 Roslyndale Avenue, Arleta, Callfornia 91331 rti4Al 7An-.11ed �� Mr. John Belsher May 4, 1987 Page W-o The proposed Negative Declaration and Initial Study for the project also fails to address the project's access and parking impacts on the already overburdened Redondo Circle. Without the completion of the extension roadway between Redondo Circle and Kovacs Street (as provided for in the Taylor a Beach Specific Plan) it can be expected that the poor operating conditions, inadequate access system and turning radii, and deficient on -street parking on Redondo Circle will be further exacerbated if the industrial project is approved as proposed. A detailed analysis of these impacts should be analyzed within an Environmental Impact Report. AIR QUALITY. The City Staff has failed to analyze the air quality impacts associated with project -generated vehicular traffic, which I believe are significant and require mitigation. In fact, not only will large amounts of pollutants be emitted, but the level of pollutants generated will far exceed threshold levels of significance established by the South Coast Air Quality Management District. The SCAQMD's California Environmental Quality Act (CEQA) Implementation Guideiinesl suggests a number of criteria in determining thresholds of significance for air quality impacts. one such criterion states that a significant air quality impact would occur when a project would: "Result in a net emission increase, before onsite offsets, equivalent to the current New Source Review significance levels as defined in Sa" Regulation XIII, unless modeling demonstrates that the source will not cause an existing exceedance, or make measurably worse an existing exceedance, of any state or federal ambient air quality standard." This measure of significance applies to both stationary sources (a source of pollutants which is immobile) and projects such as the Talbert -Beach industrial project whose primary source is the generation of new traffic (pollutants emitted by automobiles traveling to and from the project site).2 The District's New Source Review (NSR) Rule threshold levels are compared to the project's expected mobile emission profile in the table below. Assuming project -generated traffic at 1,591 daily trips,, average trip length of 10.0 miles traveling at 25 miles per ivur, and project -occupancy in 1988, the project would exceed daily threshold levels of carbon monoxide, which would constitute a significant impact upon air duality. Accordingly, this impact significance should be acknowledgeO within an Environmental Impact Report and appropriate mitigation measures should be implemented to 1 "California Environmental Quality Act Implementation Guidelines," South Coast Air Quality Management District. February 6, 1987. 2 Mr. Brian W. Farris, Head, Energy and Environment Section of the South Coast Air Quality Management District. March 10, 1987. Mr. John Belsher May 4, 1987 Page Three POLLUTANT NSR LEVEL1 PROJW T1 SIGNIFICANT IMPACT? Carbon Monoxide 550 559 Yes Total Hydrocarbons 75 53 No Nitrogen Dioxide 100 61 No Sulfer Dioxide 150 8 NO Particulates 150 12 No 1 Pounds per day. reduce such impacts to acceptable levels. Even with the regional air quality impacts classified as significant, an environmental analysis should also be prepared on the project's near -field (local) effects, particularly in light of the fact that circulation problems on Redondo Circle will worsen with the project and without the Redondo/Kovacs extension, causing automobiles and trucks pore idling time, resulting in larger amounts of pollutants emitted. Near -field impacts on the senior citizens complex should be evaluated. Finally, no mention was made in existing project documentation regarding whether or not the project will emit any stationary source (factory) emissions. If so, emission calculations should be prepared and —resulting Impacts analyzed. NOISE. Chapter 95, Section 9510.18 of the Municipal Code requires the preparation of a rise analysis for this project unless, among other items, provisions are nad.. for adequate noise mitigation measures. Although the Negative Declaration does contain mitigation measures, their adequacy for this project should be evaluated within the context of a detailed noise study which examines the rroject's noise generating operations, including its machinery, co -pre: :s, truck loading operations, and project -generated traffic. AltcYnati•. the City staff should extend the time period for review of the Initle- udy so that the 1983 noise study can be analyzed to determine the adequac: the proposed mitigation measures. At a minimum, the City staff shoo. indicate in the Initial Study why the mitigation measures are required. CUMULATIVE IMPACTS. According to Section ss.165 (c) of the CEQA :•sidelines, an EIR is required when the project has possible environmental "fects wh : are cumulatively considerable. I believe it is reasonable to 3tme tr- he impacts of past, current, and probable future projects in the -rour-' locale analyzed in conjuncticn with this project could be c de. :emulatively considerable," which is above the threshold at which sL_ 'zl may have a significant impact on the environment. For example, Mr. John Belsher May A, 1987 Page Four the cumulative circulation impacts from recent industrial development along Redondo Circle should be examined in conjunction with this project. on this basis alone, an Environmental Impact Report should be prepared for this project. Should you have any questions or concerns regarding the above, please contact me as soon as possible. Sincerely, EN�Vl ' IS Chrrsto her A. Joseph Princip&l' APPENDIX A 1. Initial Study, Negative Declaration, Environmental Clearance Report, and Mitigation Measures for the project, dated April 300 1987. 2. Taylor and Beach Specific Plan 73-10 amended on February 22, 1978. 3. Final Focused Environmental Impact Report for the Talbert -Beach Redevelopment Project. April, 1982. 4. Redevelopment Plan for the Talbert -Beach Redevelopment Project. September, 1982. 5. Huntington Beach Municipal Code, Article 951, MI -A District. 6. Memorandum from "CMO, Assistant Planner" to BZA, dated April 15, 1987. 7. Miscellaneous BZA letters regarding Ccnditional Exception No. 87-24, Administrative Review No. 87-15, and Negative Declaration No. 87-9. 8. Comment letters from existing businesses on Redondo Circle. 9. Noise Assessment, Proposed Senior Citizen Residential Development, Prepared by Van Houten 6 Associates. April, 1983. CHRISTOPHER A. JOSEPH Principal PROFESSIONAL EXPERIENCE Mr. Joseph is responsible for the preparation, analysis, and review of environmental impact documentation for large-scale development projects and government programs, including Environmental Impact Reports as required by the California Environmental Quality Act and the National Environmental Policy Act. Recent projects included an analysis and review of environmental documentation for a resort complex in Topanga Canyon, an environmental assessment of bakery operations in Glendale, and an environmental analysis of 'a light industrial redevelopment project in Huntington Beach. .In association with The Cordoba Corporation, Mr. Joseph's projects included environmental analyses for the Metro Rail Subsequent Environmental Impact Report, and the preparation of EIRs for the Eastside Enterprise Zone and the redevelopment of Pershing Square. As a Project Manager for Planning Consultants Research in Santa Monica, Mr. Joseph's responsibilities included managing the research and preparation of environmental analyses for large- scale urban, commercial, and industrial developments. Mr. Joseph's efforts on numerous projects included proposal development, research, report writing and production, presentations to governmental agencies and management of staff and subcontractors. As the Environmental Affairs Manager/Environmental Affairs Specialist for Republic Geothermal, Inc. in Santa Fe Springs, Mr. Joseph was responsible for directing and managing the Company's environmental planning, permit acquisition, permit compliance and environmental monitoring activities for all operations. Mr. Joseph provided technical and legal counsel and guidance relative to potential problems and potential corrective actions to ensure compliance without unnecessary impairment of operations. Mr. Joseph represented the company with regulatory agencies, elected officials, and special interest groups. Finally, as Environmental Specialist (in Bakersfield) and Environmental Engineer (in Los Angeles) for Unocal Corporation, Mr. Joseph managed environmental programs in air and water pollution and hazardous waste control affecting company operations. In addition, Mr. Joseph coordinated environmental permitting activity for oil and gas operations, and secured approvals from various governmental agencies prior to operations. r.. EDUCATION M. Admin., Environmental Management, University of California, Riverside (emphasis in Environmental Planning). B.A., Geography, California State University, Northridge (emphasis in Air Pollution and'Climatology).