HomeMy WebLinkAboutCity of Huntington Beach, a municpal corporation, and the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic - 2009-05-187 L,
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Council/Agency Meeting Held:
Deferred/Continued to:
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16 Apj�oved J Conditionally Approved LJ Denied
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C ler" Signit.6re
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Council Meeting Date: 5/18/2009
Department ID Number: ED 09-25
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUN?L EMBERS/HONORABLE
CHAIR AND BOARD MEMBERS
SUBMITTED BY: FRED A. WILSON, CITY ADMINISTRA XECUTIVE DIRECTOR
PREPARED BY: STANLEY SMALEWITZ, DIRECTOR OF40NIOMIC
I
DEVELOPMENT /DEPUTY EXECUTIVE DIRECTOR
SUBJECT: APPROVE COOPERATIVE AGREEMENT BETWEEN CITY AND
AGENCY - EMERALD COVE SENIOR APARTMENTS
I
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The City of Huntington Beach has entered into discussions with
Jamboree Housing, a non-profit affordable housing developer, to purchase Emerald Cove
Senior Apartments. A step that is required prior to the sale of Emerald Cove is the transfer of
ownership between the City and the Redevelopment Agency. Therefore, the City needs to
approve a Cooperative Agreement with the Agency so the City can convey the property to
the Agency and then at a future date, the Agency can sell the property to Jamboree. The
Cooperative Agreement does not bind the Agency to sell the property, if so decided upon at a
later date.
Funding Source:
The Agency is purchasing the property from the City for the sum of $8,483,931 comprised of
the following:
Working Capital of Emerald Cove to be
transferred to General Fund (estimate at
$3,313,000
closing da e)
Note Payable
$5, 170,931
Total
$8,483,931
The Agency shall pay as the purchase price for the site the sum of $8,483,931, as adjusted
at closing, to reflect the actual amounts of their current balances. A portion of the Agency
Purchase Price will be paid through the execution of a promissory note in the original
principal amount of $5,170,931. This debt is the remaining debt service payable on the
portion of the Huntington Beach Public Financing Authority Lease Revenue Bonds 2000
Series A that is allocated to the site. Payment of the balance of the Agency Purchase Price
will take the form of the City's retention of the entirety of the working capital of the City's
Emerald Cove Housing fund in the amount of $3,313,000.
Recommended Action City Council/Redevelopment Agency: Motion to:
1 . Approve Cooperative Agreement between the City of Huntington Beach and the
Huntington Beach Redevelopment Agency for conveyance of Emerald Cove and
authorize the Mayor and the Chairman of the Redevelopment Agency to execute the
agreement and all necessary documents in furtherance of the Agreement.
2. Direct City Clerk to record the Grant Deed, Assignment of Intangibles and Assignment.
of Leases.
Alternative Action(s):
Do not approve the proposed Cooperative Agreement and direct staff not to renegotiate the
terms of the agreement.
Analysis: The City and Redevelopment Agency is proposing to sell the Emerald Cove
Apartments to Jamboree Housing, a non-profit housing developer/manager. Previous action
taken regarding this transaction includes the May 4, 2009 Council approval of County of
Orange Bond Cooperative Agreement and the Planning Commission May 12, 2009 approval
that this transaction conforms to the City's General Plan.
Emerald Cove was built in 1984 by the Redevelopment Agency. Due to refinancing, the
original bonds were defeased and replaced by Huntington Beach Public Financing Authority
Lease Revenue Bonds 2000 Series A. The City took title of the property in 2003.
The Agency shall pay as the purchase price for the site the sum of $ 8,483,931, as adjusted
at closing to reflect the actual amounts of their current balances. A portion of the Agency
Purchase Price will be paid through the execution of a promissory note in the original
principal amount of $5,170,931 being the remaining debt service payable on the portion of
the Huntington Beach Public Financing Authority Lease Revenue Bonds 2000 Series A that
is allocated to the site. The promissory note shall be substantially in the form as Exhibit 4 in
Cooperative Agreement. Payment of the balance of the Agency Purchase Price will take the
form of the City's retention of the entirety of the working capital of the City's Emerald Cove
Housing fund in the amount of $3,313,000.
If the sale to Jamboree Housing is approved, Jamboree will take over ownership and day-
to-day operations of Emerald Cove. Conditions of the sale to Jamboree will include a 60
year affordable covenant, existing residents rental structure to remain the same as it
currently is with the City (and include yearly 3% rental increase cap for 5 years),
rehabilitation of buildings, units and community room with an upgrade in services provided
to the residents. Jamboree will be retaining the services of John Stewart Company, the
City's current property management firm. Staff has also been meeting with residents on a
monthly basis to ensure the transition is handled as smoothly as possible
Strategic Plan Goal: L-3 Preserve the quality of our neighborhoods, maintain open space,
and provide for the preservation of historic neighborhoods.
Environmental Status: Not applicable.
Attachment(s):
ATTACHMENT #1
COOPERATION AGREEMENT
By And Between
THE REDEVELOPMENT AGENCY
OF THE CITY OF HUNTINGTON BEACH,
a public body, corporate and politic,
and
THE CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
(18191 Parktree Circle)
COOPERATION AGREEMENT
This COOPERATION AGREEMENT ("Agreement") is entered into M04V /r,
2009 (the "Effective Date") by and between THE REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a public body, corporate and politic, ("Agency") and THE
CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("City")
Agency and City (collectively, the "Parties") hereby agree as follows:
RECITALS
A. The City currently holds fee title to the "Site" (as such term is defined herein),
which is improved with 164 units of senior rental housing.
B. Agency is a public body, corporate and politic, exercising governmental functions
and powers and organized and existing under the Community Redevelopment Law of the State
of California (California Health and Safety Code Section 33000 et seq.).
C. Agency desires to implement its affordable housing goals pursuant to the
California Community Redevelopment Law by acquiring the Site from the City for the
conveyance to Jamboree Housing, Inc., a California nonprofit corporation (or another entity
approved by the Agency) (the "Developer") for the rehabilitation of the Site and its operation as
affordable rental housing units for very low income and low income senior citizen households.
D. City desires to improve and preserve affordable housing in the community by
conveying the Site to the Agency.
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the above recitals, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the following
meanings:
The term "Agency" shall mean the Redevelopment Agency of the City of Huntington
Beach, a public body, corporate and politic, having its offices at 2000 Main Street, Huntington
Beach, CA 92648, and any assignee of, or successor to, the rights, powers, and responsibilities of
Agency.
The term "Agency Executive Director" shall mean the individual duly appointed to the
position of Executive Director of the Agency, or authorized designee. Whenever an
administrative action is required by Agency to implement the terms of this Housing Agreement,
the Agency Executive Director, or an authorized designee, shall have authority to act on behalf
of Agency, except with respect to matters reserved under California law wholly for
determination by the Agency's governing body.
The term "Agreement" or any reference to this "Agreement" shall mean this
Cooperation Agreement executed by and between Agency and City, including all exhibits
attached hereto, which exhibits are incorporated herein by this reference and all other documents
incorporated herein by reference.
COOPERATION AGREEMENT
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The term "City" shall mean the City of Huntington Beach, a municipal corporation of the
State of California, having its offices at 2000 Main Street, Huntington Beach, CA 92648, and
any assignee of, or successor to, the rights, powers, and responsibilities of City.
The term "City Administrator" shall mean the individual duly appointed to the position
of City Administrator of the City, or authorized designee. Whenever an administrative action is
required by City to implement the terms of this Housing Agreement, the City Administrator, or
an authorized designee, shall have authority to act on behalf of City, except with respect to
matters reserved under California law or the City's Charter wholly for City Council
determination.
The term "City Loan" shall mean the City's purchase money loan to Agency in the
original principal amount of FIVE MILLION TWO HUNDRED SEVENTY-ONE THOUSAND
TWO HUNDRED EIGHTEEN DOLLARS ($5,271,218), as evidenced by the City Note and
secured by a pledge of the Agency's Set Aside Funds.
The term "City Note" shall mean that certain Promissory Note, substantially in the form
attached hereto as Exhibit No. 'W', which is incorporated herein by this reference.
The term "Days" shall mean calendar days and the statement of any time period herein
shall be calendar days and not working days, unless otherwise specified.
The term "Debt Service Coverage Ratio" means the ratio for the twelve month period in
question of Set Aside Funds to Maximum Annual Debt Service, calculated using the amount of
the Set Aside Funds received by the Agency during the prior twelve (12) month period and the
Maximum Annual Debt Service for that twelve (12) month period.
The term "Effective Date" shall mean the date this Agreement is executed by both the
Agency Executive Director and the City Administrator; which date shall be inserted into the
preamble of this Agreement.
The term "Grant Deed" shall mean that certain Grant Deed conveying the Site from the
City to the Agency, substantially in the forin attached hereto as Exhibit No. "3", which is
incorporated herein by this reference.
The term "Maximum Annual Debt Service" means, as of any date of calculation, the
principal and interest payment requirement that was payable under the City Note for the previous
twelve (12) month period.
The term "Set Aside Funds" means that portion of taxes allocated and paid to the
Agency for the Merged Redevelopment Project which are required to be deposited in or
otherwise used for the purposes of the Low and Moderate Income Housing Fund of the Agency
pursuant to Section 33334.2, 33334.3 and 33334.6 of the Community Redevelopment Law.
The terin "Site" shall mean that certain real property located in the City of Huntington
Beach, County of Orange, State of California, commonly known as 18191 Parktree Circle,
Huntington Beach, California, and legally described in Exhibit No. "I" and depicted on the Site
Map attached hereto as Exhibit No. "T'.
COOPERATION AGREEMENT
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ARTICLE 11 CITY'S AGREEMENT TO SELL AND AGENCY'S AGREEMENT TO
PURCHASE
Section 201 Sale and Purchase Agreement
The City agrees to sell and convey fee title to the Site (including all of the personal
property used in connection with the Site that is currently owned by the City) to the Agency in
accordance with and subject to all the ternis, covenants, and conditions of this Agreement, and
the Agency agrees to accept title to the Site (including all of the personal property located on the
Site that is currently owned by the City) from the City.
Section 202 Purchase Price
The Agency shall pay as the purchase price for the Site (the "Agency Purchase Price")
the sum of EIGHT MILLION FIVE HUNDRED EIGHTY-FOUR THOUSAND TWO
HUNDRED EIGHTEEN DOLLARS ($ 8,584,218.00), as adjusted pursuant to this paragraph. A
portion of the Agency Purchase Price will be paid through the execution of a promissory note in
the original principal amount of FIVE MILLION TWO HUNDRED SEVENTY-ONE
THOUSAND TWO HUNDRED EIGHTEEN DOLLARS ($5,271,218.00) being the remaining
debt service payable on the portion of the Huntington Beach Public Financing Authority Lease
Revenue Bonds 2000 Series A that is allocated to the Site. The promissory note shall be
substantially in the form of the promissory note attached hereto as Exhibit No. "4", which is
incorporated by this reference (the "City Note"). Payment of the balance of the Agency Purchase
Price will take the form of the City's retention of the entirety of the working capital of the City's
Emerald Cove Housing fund in the amount of THREE MILLION THREE HUNDRED
THOUSAND THIRTEEN DOLLARS ($3,313,000.00) (the "Capital Fund"). The Agency
Purchase Price and the component amounts of the Debt Reserve and the Capital Fund will be
adjusted at closing to reflect the actual amounts of their then current balances.
Section 203 Grant of Security Interest
The Agency hereby pledges to the City and grants to the City a security interest in, as
collateral security for the payment in full when due of Agency's obligations under the City Note,
the Set Aside Funds and any fund or account in which they are placed. This pledge is given
hereunder to secure the payment and performance in full of the obligations of the Agency under
the City Note. The security interest granted hereby is limited to Set Aside Funds received by the
Agency, regardless of how those Set Aside Funds are characterized. Unless the City directs
otherwise in order to preserve a Debt Service Coverage Ratio of 1.0, the Agency shall be entitled
to invest the monies comprising the Set Aside Funds in accordance with the Agency's
investment policies. As long as no Event of Default has occurred under the City Note, the
Borrower shall be entitled to use the Set Aside Funds for the purposes for which they are
permitted by law. The obligations of the Agency under the City Note are nonrecourse
obligations and are not a general obligation of the Agency. The sole recourse of the City shall be
the exercise of its rights against the Set Aside Funds. The Agency will comply with all
requirements of the Community Redevelopment Law that are a condition of the allocation and
payment to it of the Set Aside Funds, including without limitation the timely filing of any
necessary statements of indebtedness with appropriate officials of the County and the State. The
Agency shall manage its fiscal affairs in a manner that ensures its ability to meet its obligations
hereunder.
COOPERATION AGREEMENT
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Section 204 Closing
The City shall convey title to the Site to the Agency on such date as is mutually agreed to
by the City and the Agency (so long as all conditions precedent have been satisfied). The City
shall convey to the Agency by the Grant Deed title to the Site in the condition provided in
Section 205 below.
Section 205 Condition of Title
Subject to the terms and conditions of this Agreement, the City shall convey to the
Agency fee simple merchantable title to the Site free and clear of all liens, encumbrances,
assessments, easements, leases and taxes, except those which have been approved by the
Agency. Title to the Site shall be conveyed to the Agency free of any possession or right of
possession except that of the current tenants of the housing units, except to the extent waived by
Agency in writing.
Section 206 Condition of the Site
The Agency acknowledges and agrees that the City makes no representations and
warranties, express or implied, as to the Site. It is understood and agreed that with respect to the
physical condition of the Site, such property is being sold and conveyed hereunder and, upon
tender of conveyance, Agency agrees to accept the Site "as is ... .. where is" and "with all faults"
and subject to any condition which may exist, without any representation or warranty by the City
except as expressly set forth in this Agreement. Other than the representations and warranties set
forth in this Agreement, Agency hereby expressly acknowledges and agrees that Agency is
relying solely upon its inspections, examination, and evaluation of the Site in purchasing the Site
on an "as is ... .. where is" and "with all faults" basis.
Section 207 Conditions Precedent to Transfer
The obligations of the City to convey title to the Agency and the Agency to accept title
hereunder are subject to the satisfaction (unless otherwise provided), of the following conditions.
The obligations of the parties with respect to such conditions are as follows:
Representations, Warranties and Covenants
(1) City shall have duly performed each and every agreement to be
performed by City hereunder and City's representations, warranties and covenants set forth in
this Agreement shall be true and correct as of the date of the close of Escrow.
(11) Agency shall have duly performed each and every agreement to be
performed by Agency hereunder and Agency's representations, warranties and covenants set
forth in this Agreement shall be true and correct as of the date of the Close of Escrow.
Deliveries.
(1) City shall have delivered to the Agency a statement setting forth
the balance of the Capital Fund including interest accrued as of the closing date and the unpaid
balance of the Debt Service as of the closing date.
(11) Agency shall have paid the Agency Purchase Price to City and
delivered the items to be delivered by Agency, when and as required in this Agreement.
COOPERAT10N AGREEMENT
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(111) City shall have delivered to Agency for its approval a current list
of accounts receivable and payable for the Site.
(iv) City shall have delivered to Agency for its approval a current
schedule of rents and security deposits for the Site, as required by division (i) of Civil Code
section 1950.5.
(v) City shall have delivered to Agency for its approval a current rent
roll or summary, warranted by the City to be complete and accurate, that includes, for each lease,
an identification of the rent and other charges paid by tenant, and the expiration date of the lease.
(vi) City shall have delivered to Agency a Bill of Sale evidencing the
City's sale to the Agency of all personal property used in connection with the Site and owned by
the City, substantially in the form of the Bill of Sale attached as Exhibit "5", which is
incorporated by this reference.
(vii) City shall have delivered to Agency an Assignment of Leases,
substantially in the form of the Assignment of Leases attached as Exhibit "6" which is
incorporated by this reference.
(viii) City shall have delivered to Agency an Assignment of Intangibles,
substantially in the form of the Assignment of Agreements attached as Exhibit "T', which is
incorporated by this reference.
(ix) City shall have delivered the remaining items to be delivered by
City, when and as required by this Agreement.
Section 208 Broker's Fees
Agency and City shall each indemnify, defend, and hold harmless the other from any
claims or damages for payment of any real estate commissions or broker's fees or finder's fees
arising out of the acts or representations of the other with respect to any of the transactions
contemplated by this Agreement.
Section 209 Transfer of Security Deposits
Concurrent with the conveyance of title to the Site, the City shall transfer to the Agency
the tenant security deposits held by the City, pursuant to Civil Code Section 1950.5(h). The City
hereby appoints the Agency as its agent for the purpose of providing the tenant notice required
by Civil Code Section 1950.5(h)(1). The Agency agrees to act as the City's agent in providing
such notice.
Section 210 Prorations
All receipts and disbursements of the Site will be prorated as of 11:59 p.m. on the day
immediately preceding the closing date. The City shall retain its portion of the rents collected for
the month in which closing occurs and shall deliver to the Agency the Agency's portion of such
rents.
COOPERATION AGREEMENT
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ARTICLE III GENERAL PROVISIONS
Section 301 Conflicts of Interest
No member, official or employee of the Agency or the City shall have any personal
interest, direct or indirect, in this Agreement nor shall any such member, official or employee
participate in any decision relating to this Agreement which affects his personal interests or the
interests of any corporation, partnership or association in which he is, directly or indirectly,
interested.
Section 302 Mutual Indemnification
In contemplation of the provisions of Section 895.2 of the California Government Code
imposing certain tort liability jointly upon public entities solely by reason of such entities being
parties to an agreement as defined by Section 895 of said Code, the parties hereto, as between
themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, will
each assume the fall liability imposed upon it, or any of its officers, agents or employees by law
for injury caused by negligent or wrongful act or omission occurring in the performance of this
Agreement to the same extent that such liability would be imposed in the absence of Section
895.2 of said Code. To achieve the above stated purpose each party indemnifies and holds
han-nless the other party for any loss, cost or expense that may be imposed upon such other party
solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil
Code are made a part hereof as if fully set forth herein.
Section 303 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against any party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
Section 304 Severability
If any provision of this Agreement shall be adjudged invalid, illegal or unenforceable by
a court of competent jurisdiction, the remaining provisions of this Agreement shall not be
affected thereby, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had not been contained herein, and the remainder of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
Section 305 No Third Party Beneficiaries
This Agreement is made solely and specifically between the Agency and the City; and,
except as expressly provided otherwise in this Agreement, no other person will have any rights,
interest or claims under this Agreement or be entitled to any benefits under or on account of this
Agreement as a third party beneficiary or otherwise.
Section 306 Titles and Captions.
Titles and captions are for convenience only and shall not be construed to limit or extend
the meaning of this Agreement.
COOPERATION AGREEMENT
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Section 307 Gender and Number.
As used in this Agreement, masculine, feminine or neuter gender and the singular or
plural number shall each be deemed to include the others wherever and whenever the context so
dictates,
Section 308 Entire Agreement, Waivers and Amendments
(a) This Agreement shall be executed in two duplicate originals each of which is
deemed to be an original. This Agreement and its attached Exhibits shall constitute the entire
understanding and agreement of the parties.
(b) This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the parties
with respect to all (or any part of or any interest in) the Site. This Agreement and all documents
incorporated herein contain the entire understanding among the parties hereto rclatmig to the
transactions contemplated herein and all prior or contemporaneous agreements, understandings,
representations, and statements, oral or written.
(c) All waivers of the provisions of this Agreement must be in writing and signed by
the appropriate authorities of the Agency and the City, and all amendments hereto must be in
writing and signed by the appropriate authorities of the parties to be bound thereby. This
Agreement and any provisions hereof may be amended by mutual written agreement by the
Agency Executive Director and City Administrator, subject to review and approval by the
Agency Board or City Council as needed to comply with applicable law and internal policies and
procedures. The waiver by Agency or City of any term, covenant, or condition herein contained
shall not be a waiver of such term, covenant, or condition on any subsequent breach.
(d) This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument. The signature page of this
Agreement may be detached from and added to any counterpart of this Agreement identical in
form.
Section 309 Further Actions
The Agency Executive Director and the City Administrator are hereby authorized and
directed to take such other and further actions, and sign such other and further agreements and
documents on behalf of the Agency and the City, respectively, as may be necessary or proper to
effect the terms of this Agreement.
[SIGNATURES APPEAR ON NEXT PAGE]
COOPERATION AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
Effective Date.
"CITY33
THE CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California
By:.
Mayor
ATTEST:
"AGENCY"
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a public
body corporate and politic
M
Chairperson
ATTEST:
By - --4--Agen—cy �'cre
By:
� Gineral Counsel
+—ne r, '1/ Ow Tul 0
LIN
KANE, BALLMER & BERKMAN
Agency Special Counsel
COOPERATION AGREEMENT
SIGNATURE PAGE
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EXHIBIT I
LEGAL DESCRIPTION
[Immediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
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EXHIBIT I
LEGAL DESCRIPTION
Real property in the City of Huntington Beach, County of Orange, State of California, described
as follows:
LOTS 1, A AND B OF TRACT NO. 12060, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 5 TO 8 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
LOTS I AND A OF TRACT NO. 12063, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 9 TO 12 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT FROM A PORTION OF SAID LAND AN UNDIVIDED 1/6 INTEREST IN ALL
OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN, ON OR UNDER SAID LAND AS RESERVED IN THE DEED
RECORDED AUGUST 15,1921 IN BOOK 401, PAGE 356 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA
AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,
TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR,
DEVELOP, PRODUCE, EXTRACT AND TAKE THE SAME SUBJECT TO THE EXPRESS
LIMITATION THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION,
DEVELOPMENT, PRODUCTION, AT LEVELS BELOW A DEPTH OF 500 FEET FROM
THE SURFACE OF SAID LAND BY MEANS OF MINES, WELLS, DERRICKS AND/OR
OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR
NEIGHBORING LAND LYING OUTSIDE THE ABOVE DESCRIBED LAND AND
SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING
RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF
ENTRY IN AND UPON THE SURFACE OF SAID LAND, AS RESERVED IN THE DEEDS
RECORDED JANUARY 31,1984 AS INSTRUMENT NO. 84-043025 AND JANUARY 10,
1994 AS INSTRUMENT NO. 94-019792 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THE SUBSURFACE WATER RIGHTS 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 BY RECITAL
ON THE MAP OF TRACT NO. 12063, RECORDED IN BOOK 707, PAGES 9 TO 12 OF
MISCELLANEOUS MAPS.
APN: 159-441-01 and 159-441-02 and 159-441-03 and 159-441-04 and 159-441-05
EXHIBIT 2
SITE MAP
[Immediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
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EXHIBIT 3
GRANT DEED
[Inunediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
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Recorded in official Records, Orange County
Tom Daly, Clerk -Recorder
FREE RECORDING REQUESTED BY NO FEE
AND WHEN RECORDED MAIL TO: 2009000277798 09-44am 06/01109
116 8 G02 6
THE CITY OF HUNTINGTON BEACH 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2000 Main Street
Huntington Beach, CA 92648
Attn: City CLERK
(Space Above This Line for Recorder's Office Use Only)
(Exempt from Recording Fee per Gov. Code § 6103 & 27383)
APN: 159-441-01; 159-441-02; 159-441-03; 159-441-04; 159-441-05
GRANT DEED
(18191 Parktree Circle)
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, herein called
"Grantor," hereby grants to THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH, a public body, corporate and politic, herein referred to as "Grantee," the
real property described in the legal deseniption attached hereto as Exhibit A and incorporated herein
by this reference (the "Property"), in accordance with and subject to the covenants, conditions and
restrictions set forth in this Grant Deed.
This Grant Deed is made pursuant to that certain Cooperation Agreement by and between
Grantor and Grantee, dated 1,VJ,4V /ff , 2009 (the "Cooperation Agreement"), which is a
public record on file at the offices of Grantor and is incorporated herein by this reference. All
capitalized terms in this Grant Deed shall have the meanings ascribed to them in the Cooperation
Agreement unless indicated to the contrary herein.
Grantor and Grantee agree as follows:
I Grantee hereby covenants and agrees on behalf of itself and any successors and
assigns in the Property or any portion thereof or any improvements thereon or any interest therein
that Grantee, such successors and assigns shall use, operate and maintain the Property solely in
accordance with the Cooperation Agreement.
2. There shall be no discrimination against or segregation of any persons, or group of
persons, on account of race, color, ancestry, national onigm, sex, mantal status, creed, religion or
handicap in the sale, 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 penult any such
GRANT DEED
Page I
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 Property.
3. All obligations of "Grantee" under this Grant Deed (and all of the terms, covenants
and conditions of this Grant Deed) shall be binding upon Grantee, its successors and assigns and
every successor in interest of the Property or any portion thereof or any interest therein, for the
benefit and in favor of the Grantor, its successors and assigns. All rights of "Grantee" under this
Grant Deed shall inure to the benefit of Grantee and its permitted successors and assigns.
4. This Grant Deed shall not merge with any other agreement between Grantor and
Grantee.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized as of the dates shown
below.
THE CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
(GRANTOR)
Date: — May 28, 2009 By:
Mayor
ATTEST:
By:
APPROVYD AS TO FORM:
ry,y
Attorney lug
[Signatures Continued on Following Page]
GRANT DEED
Page 2
GRANTEE accepts and approves each of the conditions, covenants and restrictions set forth in this
Grant Deed.
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH,
a public body corporate and politic
(GRANTEE)
Date: — May 28. 2009 By:
Chairperson
ATTEST:
Agency Secr tary
V S TC
APPRO AS TO FORM:
B
General Counsel Q "V10 L', 0
By: A0 )6111-641A'1�
KANE, BALLMER & BERKMAN
Agency Special Counsel
GRANT DEED
Page 3
1---1Z
ACCEPTANCE OF CONVEYANCE
This is to certify that the interest in real property conveyed by the deed dated M194_1 / e
2009 from THE CITY OF HUNTINGTON BEACH, a municipal corporation of the State of
California, to THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a,
public body, corporate and politic, is hereby accepted by the undersigned officer on behalf of the
Governing Board of the Redevelopment Agency of the City of Huntington Beach pursuant to
authority conferred by Agency Resolution No. 51 adopted on October 4, 1982 and the grantee
consents to recordation thereof by its duly authorized officer.
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH,
a public body corporate and politic
(GRANTEE)
'5;z'
Date: May 28, 2009 By: 1w
Chairperson
ATTEST:
Agency Secretary
B : '\ I I I V�- I" 1� v-----
deneral Counsel Q M 51�110�
By:
UNE', BALLMER & BERKMAN
Agency Special Counsel
GRANT DEED
Page 4
State of California
County of Orange
On 1?211�y C� F, :210 O'� b e to r e in e'?- _�Z—: � —Vo�
a Notary Public, personally appeared _ ��KC-77Y —, who proved to me
on the basis of satisfactory evidence to be fhe p-erson(r.) whose name(;6) ois a4:@ subscribed to the
within instrument and acknowledged to me that��e/ske�4iveey executed the same in
authorized capacity"), and that by(gs�/hef4lteir signatureW on the instrument the person�K), or
the entity upon behalf of which the personN acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature Y.
State of California
County of Orange
P L. EVARZA
-0M-MM-M-#-15-"1-79-
Notary Pub1c - C0110M10
Orange County
(Seal) My COMM. EXj*M Aug 4.20091
- - - W.W.W.- - - -
On 12�4-L�, C-A 00 51 before me, —Z�/
a Notary Public, personally appeared 14-LI Y/L�tJ who proved to me
on the basis of satisfactory evidence to be the personoo whose name(xCiA
,art- subscribed to the
within instrument and acknowledged to me that he(Dshe they executed the same in W=/hef their
authorized capaclty(i6), and that by hidSrN"r signature(X4 on the instrument the person,�-), or
the entity upon behalf of which the person04 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct. , - - - ft a *
16,0 P L. ESPARZA
- COMMN$Ion # 1 ff9179
Notary PUM - Caftmia
nA 0ranM CoLwy
My COMM. ExPIM Aug 4.
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Huntington Beach, County of Orange, State of California, descnibed
as follows:
LOTS 1, A AND B OF TRACT NO. 12060, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 5 TO 8 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
LOTS I AND A OF TRACT NO. 12063, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 9 TO 12 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT FROM A PORTION OF SAID LAND AN UNDIVIDED 1/6 INTEREST IN ALL
OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN, ON OR UNDER SAID LAND AS RESERVED IN THE DEED
RECORDED AUGUST 15,1921 IN BOOK 401, PAGE 356 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA
AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,
TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR,
DEVELOP, PRODUCE, EXTRACT AND TAKE THE SAME SUBJECT TO THE EXPRESS
LIMITATION THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION,
DEVELOPMENT, PRODUCTION, AT LEVELS BELOW A DEPTH OF 500 FEET FROM
THE SURFACE OF SAID LAND BY MEANS OF MINES, WELLS, DERRICKS AND/OR
OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR
NEIGHBORING LAND LYING OUTSIDE THE ABOVE DESCRIBED LAND AND
SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING
RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF
ENTRY IN AND UPON THE SUR-FACE OF SAID LAND, AS RESERVED IN THE DEEDS
RECORDED JANUARY 31,1984 AS INSTRUMENT NO. 84-043025 AND JANUARY 10,
1994 AS INSTRUMENT NO. 94-019792 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THE SUBSURFACE WATER RIGHTS 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 BY RECITAL
ON THE MAP OF TRACT NO. 12063, RECORDED IN BOOK 707, PAGES 9 TO 12 OF
MISCELLANEOUS MAPS.
APN: 159-441-01 and 159-441-02 and 159-441-03 and 159-441-04 and 159-441-05
EXHIBIT 4
CITY NOTE
[Immediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
K:\CG\HB\Emerald Cove',Cooperation Agreement\City- Agency Coop Agmt [KBB 04-28-09].doc
0% Interest
$
PROMISSORY NOTE
TO THE CITY OF HUNTINGTON BEACH, CALIFORNIA
Huntington Beach, California
MAT 15 2009
1
FOR VALUE RECEIVED, THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), hereby promises to pay to
THE CITY OF HUNTINGTON BEACH �','City"), a municipal corporation of the State of California,
t fl--7ive MI 110M W
or order, a principal amoun o �SEVWrY 'r S F 4 C1_U tVilue, at! r6 — Dollars or so much
U
thereof as may be outstanding. Titis,-ToRfeis"�Ve"�rr--i�y'lqote" defined in that certain Cooperation
Agreement dated /IAV If , 2009 (the "Agreement") between the Agency and the City
and shall be governed by the terms thereof The Agreement is a public record on file in the offices of
the City. The Agency shall pay interest at the rate, in the amount and at the time hereinafter provided.
Any capitalized terrn not otherwise defined herein shall have the meaning ascribed to
such term in the Agreement.
2. This Note evidences the obligation of the Agency to the City for the repayment of the
City Loan. The Agency may prepay the principal balance of this Note at any time without penalty.
3. This Note is payable at the principal office of City, 2000 Main Street, Huntington
Beach, California 92648, or at such other place as the holder hereof may inforril the Agency in
writing, in lawful money of the United States.
4. This Note is secured by the Agency's pledge of Set Aside Funds.
5. This Note shall accrue simple interest at the rate of zero percent (0%) per annum on
the principal amount outstanding, from the date of disbursement. However, if any event occurs giving
the City the night to accelerate repayment of this Note, the entire unpaid and unforgiven principal
balance owing hereunder shall, as of the date of such default, commence to accrue interest at a rate
equal to two percentage points above the reference rate published by Bank of America N.A., or the
maximum non -usurious interest rate permitted by law, whichever is less (the "Default Rate"). Further,
in the event the Agency falls to reimburse the City for any amount advanced by or for the account of
the City which is due hereunder within ten (10) days after written notice of such advance is made by
the City to the Agency, then such unreimbursed amount shall thereafter bear interest at the Default
Rate until paid
6. The unpaid principal balance of this Note and all accrued but unpaid interest shall be
due and payable on the earliest to occur of the following (which shall be referred to herein as the
"Matunity Date"):'
(a) September 1, 2021;
CITY PROMISSORY NOTE
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(b) the date on which there is a Default by the Agency under the terms of this
Note, which is not cured or waived within the time period provided herein.
7. Prior to the Maturity Date, the Agency shall be obligated to repay the City Loan on
the payment due dates as set forth in the principal and interest payment schedule attached hereto as
Exhibit "A" and incorporated herein by this reference.
8. Agency waives presentment for payment, demand, protest, and notices of dishonor
and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of
any extension or extensions of the time of payment or of any due date under this Note, in whole or in
part, whether before or after maturity and with or without notice. Agency hereby agrees to pay all
costs and expenses, including reasonable attorney's fees, which may be incurred by the holder
hereof, in the enforcement of this Note or any of its terms or provisions.
9. Upon the failure of the Agency to perform or observe any term or provision of this
Note, the holder may exercise its rights or remedies hereunder or thereunder. All such rights and
remedies shall be cumulative. Upon the event of a default that is not cured or waived within the time
provided therefore, the whole of the unpaid principal and interest owing on this Note shall, at the
option of City and without notice, become immediately due and payable. This option may be
exercised at any time after any such event and the acceptance of one or more payments from any
person thereafter shall not constitute a waiver of City's option. City's failure to exercise said option
in connection with any particular event or series of events shall not be construed as a waiver of the
provisions hereof as regards that event or any subsequent event.
10. (a) Subject to the extensions of time set forth below, and subject to the further
provisions of this Section 10, failure or delay by the Agency to perform any material ten-n or
provision of this Note constitutes a default under this Note.
(b) City shall give written notice of default to the Agency, specifying the default
complained of by the City. Delay in giving such notice shall not constitute a waiver of any default
nor shall it change the time of default.
(c) Any failures or delays by City 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. Delays by
City in asserting any of its rights and remedies shall not deprive City 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.
(d) If a monetary event of default occurs, prior to exercising any remedies
hereunder, the City shall give the Agency written notice of such default. The Agency shall have a
period of ten (10) days after such notice is given within which to cure the default prior to exercise of
remedies by the City.
CITY PROMISSORY NOTE
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(e) If a non -monetary event of default occurs, prior to exercising any remedies
hereunder, City shall give the Agency notice of such default. If the default is reasonably capable of
being cured within thirty (30) days, the Agency shall have such period to effect a cure prior to
exercise of remedies by City. If the default is such that it is not reasonably capable of being cured
within thirty (30) days, and the Agency (i) initiates corrective action within said period, and (ii)
diligently, continually, and in good faith works to effect a cure as soon as possible, then the Agency
shall have such additional time as is reasonably necessary to cure the default prior to exercise of any
remedies by City.
(f) Any notice of default shall be deemed given only if either (i) dispatched by
first class mail, registered or certified, postage prepaid, return receipt requested, to the address
specified for the Agency below, or (ii) by electronic facsimile transmission to the facsimile numbers
specified for the Agency below, followed by delivery by the method described in clause (i), or (iii) by
personal delivery (including by means of professional messenger or courier service such as United
Parcel Service or Federal Express) to the addresses specified for the Agency below. Receipt shall be
deemed to have occurred on the earlier of (i) the date of successfully completed electronic facsimile
transmission or (ii) the date marked on a written postal service or messenger or courier service
receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable). If either
party gives notice of a change of address in the manner specified in this paragraph, all notices,
demands and communications originated after receipt of the change of address (or the effective date
specified in the notice of change of address, if later) shall be transmitted, delivered or sent to the new
address.
If to Agency: Redevelopment Agency of the
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Executive Director
if to City: City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: City Administrator
With a copy to: City Attorney's Office
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
11. Notwithstanding specific provisions of this Note, non -monetary perfon-nance
hereunder shall not be deemed to be in default where delays are due to causes beyond the control and
without the fault of the party claiming an extension of time to perform (a "Force Majeure Delay"),
provided that they actually delay and interfere with the timely performance of the matter to which
they would apply and despite the exercise of diligence and good business practices are or would be
CITY PROMISSORY NOTE
PAGE 3
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beyond the reasonable control of the party claiming such interference, including: war; insurrection;
strikes; lock -outs; 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 including litigation challenging the validity of this transaction or
any element thereof, unusually severe weather; inability to secure necessary labor, materials or tools;
delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of
any Governmental agency (except acts or failure to act of Agency or City shall not excuse
performance by Agency or City); the imposition of any applicable moratorium by a Governmental
Agency; or any other causes which despite the exercise of diligence and good business practices are
or would be beyond the reasonable control of the party claiming such delay and interference.
Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Delay
unless and until the party claiming such delay and interference delivers to the other party written
notice describing the event, its cause, when and how such party obtained knowledge, the date the
event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure
Delay shall deliver such written notice within ten (10) business days after it obtains actual knowledge
of the event.
12. If the rights created by this Note shall be held by a court of competent jurisdiction to
be invalid or unenforceable as to any part of the obligations described herein, the remaining
obligations must be completely perfornied and paid.
13. The obligations of the Agency under this Note are nonrecourse obligations and are not
a general obligation of the Agency. The sole recourse of the City shall be the exercise of its rights
against the Set Aside Funds.
14. Neither this Note nor any term hereofmay be waived, amended, discharged, modified,
changed or ten-ninated orally; nor shall any waiver of any provision hereof be effective except by an
instrument in writing signed by City and the Agency.
15. Notwithstanding any provision in this Note, the total liability for payment in the nature
of interest shall not exceed the limit now imposed by applicable laws of the State of California.
16. This Note has been executed and delivered by the Agency in the State of California and
is to be governed and construed in accordance with the internal laws thereof
17. Every provision of this Note is intended to be severable. In the event any term or
provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or
unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not
affect the balance of the terms and provisions hereof, which terms and provisions shall remain
binding and enforceable, and this Note shall be construed as if such illegal, invalid or unenforceable
term or provision had not been contained herein.
18. Time is of the essence in the performance of each provision hereof.
CITY PROMISSORY NOTE
PAGE 4
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above.
IN WITNESS WHEREOF the Agency has executed this Note as of the day and year set forth
"AGENCY"
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH,
a public body corporate and politic
By:
Chairperson
ATTEST:
-iBy:
i -
lGene'rai Coun's(%
By:
KANE, BALLMER & BERKMAN
Agency Special Counsel
CITY PROMISSORY NOTE
PAGE 5
K:\CG\HB\Emerald Cov&Cooperation AgreemenlCity Note [KBB 04-28-09].doe
EXHIBIT A
PAYMENT SCHEDULE
PaMent Due Date
Amount
September 1, 2009
$ 406 ) 106, C14
September 1, 2010
$ 41A, m. �4
September 1, 2011
$ 4* 1 ) � . 41
September 1, 2012
$404, �564. 11
September 1, 2013
$484) ol 4ot
September 1, 2014
s 4D�j 41 �.El
September 1, 2015
$466, S106 q L
September 1, 2016
s
September 1, 2017
4o 51 1150, 9,0
September 1, 2018
s 46t
September 1, 2019
s
September 1, 2020
September 1, 2021
75, DD
CITY PROMISSORY NOTE
PAGE 6
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EXHIBIT 5
BILL OF SALE
[Immediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
K:\CG\HB\Emerald CoveTooperation AgreeinentTity-Agency Coop Agmt [KBB 04-28-091.doc
BILL OF SALE
(IS 191 Parktree Circle)
FOR VALUABLE CONSIDERATION, receipt of which is acknowledged by execution
of this document, the undersigned, THE CITY OF HUNTINGTON BEACH, a municipal
corporation of the State of California ("City") does on ink Ib 2009, grant, convey,
transfer, assign, bargain, sell, deliver, and set over unto THE REDEVELOPMENT AGENCY
OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"),
its successors and assigns, forever, all of the City's night, title, and interest in and to the
following personal property located in and upon and used in connection with the operation of all
the improvements ("Improvements") on the land located in Huntington Beach, California,
generally known as 18191 Parktree Circle, as more particularly described on Exhibit A attached
to this document (the "Land"): (a) all appliances, parts, instruments, equipment, personal
property, appurtenances, accessories, furnishings, fixtures, and other property owned by the City
and incorporated or installed in or on and used in connection with the operation of the
Improvements or attached to the Land and including without limitation any reports, plans,
renderings, permits, approvals, and maps related to the Improvements or Land (collectively, the
"Personal Property"), and (b) all warranties, guaranties and indemnities, whether those
warranties, guaranties and indcrimities are express or implied, and all similar rights that the City
may have against any manufacturer, supplier, seller, engineer, contractor, or builder, in respect of
the Personal Property, or any portion of the Personal Property (collectively, "Warranties").
The City represents and warrants to the Agency that the City is the lawful owner of the
Personal Property and the Warranties and that the Personal Property and the Warranties are free
and clear from all liens and encumbrances.
Except as set forth in the preceding paragraph, the sale of the Personal Property is on an
44as is," "with all faults" basis and without any warranty or representation, express or implied, of
any nature or sort, including, without limitation, any warranty of merchantability, fitness of use
for a particular purpose, or otherwise.
This Bill of Sale shall in all respects be governed by, and construed in accordance with
the laws of the State of California, including all matters of construction, validity, and
perfon-nance.
[Signatures on Following Page]
BILL OF SALE
PAGE I
KACG\HB\Emera1d CoveTooperation Agreement\Bill of Sale.doc
IN WITNESS WHEREOF, the City has caused this Bill of Sale to be duly executed and
delivered on the day and year specified above,
THE CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
Date: -August 27, 2009 By:
Mayor
ATTEST:
City
AS TO FORM:
,-'\ ' ' AV -
By:
_�f�ity Attorney
5 LVO
(_j Tt e
BILL OF SALE
PAGE 2
K:\CG\HB\Emera1d CoveTooperation AgreementTill of Sale.doc
EXHIBIT 6
ASSIGNMENT OF LEASES
[Immediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
K:\CG\HB\Emera1d Cove\Cooperation AgreementWity-Agency Coop Agint [KBB 04-28-09].doc
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Recorded in official Records, Orange County
Tom Daly, Clerk -Recorder
NO FEE
2009000277800 09-44am 06101/09
116 8 A34 18
THE CITY OF HUNTINGTON BEACH 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2000 Main Street -
Huntington Beach, CA 92648
Attn: City CLERK
(Space Above This Line for Recorder's Office Use Only)
(Exempt from Recording Fee per Gov. Code § 6103 & 27383)
APN: 159-441-01; 159-441-02; 159-441-03; 159-441-04; 159-441-05
ASSIGNMENT OF LEASES
(18191 Parktree Circle)
THIS ASSIGNMENT OF LEASES ("Assignment") is executed as of M6V /,?,
2009 by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation of the
State of California ("City") and THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH, a public body, corporate and politic ("Agency").
RECITALS rl-ea se- Zs itareeva&A)
A. The City, as owner of the real property and the improvements on it (collectively, the
"Property"), located in the County of Orange, State of California, and more thoroughly described
in the attached Exhibit A, is the landlord under the leases described in attached Exhibit B that
cover portions of the Property (the "Leases").
B . The City is conveying to the Agency and the Agency is acquiring from the City all of the
City's right, title, and interest in and to the Property. In connection therewith, the City desires to
assign to the Agency, and the Agency desires to accept the assignment of, all of the City's right,
title, and interest in and to the Leases, all on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and conditions contained in them, the parties agree as follows:
I . Assignmen . The City assigns, transfers, and conveys to the Agency all of the
City's right, title, and interest in and to the Leases together with all of the rents, income, receipts,
revenues, issues, profits, security deposits, prepaid rents, and all other benefits anising or issuing
from or out of the Leases, and together with any and all rights that the City may have against the
tenants under the Leases, or any of them.
2. Assumption. The Agency hereby assumes all of the City's obligations under the
Leases subsequent to the date of this Assignment.
3. Indemnity. The City shall indemnify and defend the Agency against and hold the
Agency harmless from any and all losses, costs, damages, liabilities, and expenses, including,
ASSIGNMENT OF LEASES
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without limitation, reasonable attorney fees, incurred by the Agency as a result of any claim
arising under any of the Leases and based on events occurring on or before the date of this
Assignment. The Agency shall indemnify and defend the City against and hold the City harmless
from any and all losses, costs, damages, liabilities, and expenses, including, without limitation,
reasonable attorney fees, incurred by the City as a result of any claim arising under any of the
Leases and based on events occurring subsequent to the date of this Assignment. The
indemnifications in this paragraph are given pursuant to the authorization contained in Sections
895.4 and 895.6 of the California Government Code. To the extent needed to effectuate the
indemnifications of this paragraph, each party indemnifies and holds harinless the other party for
any loss, cost or expense that may be imposed upon such other party solely by virtue of Section
895.2 of the California Government Code. The provisions of Section 2778 of the California
Civil Code are made a part hereof as if fully set forth herein.
4. Warranties of the Cit . The City warrants, represents, and covenants to the
Agency, to the best of the City's knowledge, as to each Lease, as follows:
(a) There are and will be no oral or written agreements with respect to any Lease
allowing the tenant any reduction, abatement, concession, allowance, or subsidy of rent under its
Lease or allowing the payment of any portion of the rent in any form other than in cash except as
may be fully noted on the rent roll delivered to the Agency;
(b) No rentals or other payments for periods in excess of one month have been
received under any Lease except as reflected on the rent roll;
(c) The City is not in violation of any Lease;
(d) There is no prohibition set forth in any Lease with respect to the City's
assignment of such Lease;
(e) All painting, repairs, alterations, and other work to be performed by the City
under each Lease have been fully performed and have been fully paid or will be fully performed
and paid on or before the closing date, except as disclosed to and accepted by the Agency; and
(f) No brokerage or leasing commission or other compensation will be due and
payable to any person, firm, corporation, or other entity with respect to or on account of any
Lease.
5. No Third Party Beneficiaries. This Assignment is not intended, nor shall it be
construed, to create any third -party beneficiary rights in any person who is not a party to this
Assignment, including without limitation any tenant under a Lease.
6. Severability. If any provision of this Assignment shall be adjudged invalid, illegal
or unenforceable by a court of competent jurisdiction, the remaining provisions of this
Assignment shall not be affected thereby, but this Assignment shall be construed as if such
invalid, illegal or unenforceable provisions had not been contained herein, and the remainder of
this Agreement shall be valid and enforceable to the fullest extent permitted by law.
7. Heirs. This Assignment shall be binding on and inure to the benefit of the parties
and their respective heirs, legal and personal representatives, successors, and assigns.
ASSIGNMENT OF LEASES
PAGE 2
K:\MHB\Emera1d CoveTooperation Agreement\Assign of Leases.doe
8. Countep?arts. This Assignment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument. The signature page of
this Assignment may be detached from and added to any counterpart of this Assignment identical
in form.
[Signatures on Following Page]
ASSIGNMENT OF LEASES
PAGE 3
K:\CG\HB\Emera1d CoveTooperation Agreeinent\Assign of Leases.doc
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date
first above written.
Date: May 28, 2009
THE CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
By:
Mayor
ATTEST:
city
AS TO FORM:
Oity Attorney WA S1 —q I
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH,
a public body corporate and politic
Date: May 28, 2009 By:
Chairperson
ATTEST:
By: --�o � �4—
eneralCounsel
By:
"Nh, BALLMER & BERKMAN
Agency Special Counsel
ASSIGNMENT OF LEASES
SIGNATURE PAGE
KAMBMErnerald Cove\Cooperation Agreement\Assign of Leases.doc
State of California
County of Orange
On A K (:91LO� - before me, ?. ZL.
a Notary Public, personally appeared 7 k��/ —/)—/ , who proved to me
on the basis of satisfactory evidence to belhe person(A) whose name(scis ar-e-subscn*bed to the
within instrument and acknowledged to me tha0e shoAhey- executed the same itf�hs/jher/-thei-r-
authorized capacity06), and that by(Eis�her,/4heir signature(k) on the instrument the personm, or
the entity upon behalf of which the person(,!�) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
- - - - - - - - - - - -
WITNESS my hand and official seal.
Signature Seal)
State of California
County of Orange
On (�R r before me,
a Notary Public, personally"appeared "k-
Zjq,,U �,VAJA-) who proved to me
on the basis of satisfactory evidence to be the personos� whose name(<-.dyaf-- subscri'bed to the
within instrument and acknowledged to me that-UdsheMoy executed the same in -h �her/tlwair
authorized capacity(�es), and that by--his(Eef,/14eir signature00 on the instrument the person(,V4 or
the entity upon behalf of which the person 'd the i
V) acted, execute instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
P
. L.
corrimbsion # 1
Notary Pubft - CaNtoift
Orange caffitV
My COM. fxpkw Aug 4.
ASSIGNMENT OF LEASES
K:\CG\HB\EmeFald CoveTooperation Agieeinent\Assign of Leases.doc
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Huntington Beach, County of Orange, State of California, described
as follows:
LOTS 1, A AND B OF TRACT NO. 12060, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 5 TO 8 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
LOTS I AND A OF TRACT NO. 12063, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 9 TO 12 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT FROM A PORTION OF SAID LAND AN UNDIVIDED 1/6 INTEREST IN ALL
OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN, ON OR UNDER SAID LAND AS RESERVED IN THE DEED
RECORDED AUGUST 15,1921 IN BOOK 401, PAGE 356 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA
AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,
TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR,
DEVELOP, PRODUCE, EXTRACT AND TAKE THE SAME SUBJECT TO THE EXPRESS
LIMITATION THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION,
DEVELOPMENT, PRODUCTION, AT LEVELS BELOW A DEPTH OF 500 FEET FROM
THE SURFACE OF SAID LAND BY MEANS OF MINES, WELLS, DERRICKS AND/OR
OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR
NEIGHBORING LAND LYING OUTSIDE THE ABOVE DESCRIBED LAND AND
SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING
RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF
ENTRY IN AND UPON THE SURFACE OF SAID LAND, AS RESERVED IN THE DEEDS
RECORDED JANUARY 31, 1984 AS INSTRUMENT NO. 84-043025 AND JANUARY 10,
1994 AS INSTRUMENT NO. 94-019792 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THE SUBSURFACE WATER RIGHTS 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 BY RECITAL
ON THE MAP OF TRACT NO. 12063, RECORDED IN BOOK 707, PAGES 9 TO 12 OF
MISCELLANEOUS MAPS.
APN: 159-441-01 and 159-441-02 and 159-441-03 and 159-441-04 and 159-441-05
ASSIGNMENT OF LEASES
K:\CG\HB\Emera1d CoveTooperation Agreement\Assign of Leases.doe
10114 ME 11 an 0 IN
THE LEASES
[Immediately Follows This Page]
ASSIGNMENT OF LEASES
K:\CG\HB\Einera1d CoveTooperation Agreement\Assign of Leases.doc
EMERALD COVE SENIOR APTS.
MARC
PREPARED BY: MONICA MARSH
CURRENT CHARGES
COLLECTIONS
UNIT
Move -In
Preepaid
Pas A Due4
Vacan P
cy H i Secunt�f
I Misc
Misc
T
PPD to
CURRENT
Past
Prepaid
I misc
Securi
TOT AL
PastDue
Prepaid
Notes
Sec Dep
Remark
#
_Prior Mo
L-Pdor-Mo
L -Rents Loss Pymt DeposLlt�Descr
1 Cl,arqes
DUE
Current
RENTS
Due
Receipts
Deposit
DEPOSIT
YTD
YTD
JabAltj
eDate
1-101
1-102
3/18/2009
5/3/1989
i
-F---3-79.00
672.00 11 369.00
303,001
31=1.11
303.00
379.00
303.00
9/3012009
379.00
150.00
5/31/2007
1 113
"'t,
08
'�".00'07
372.00
925.00
1
372.0(
372.00
372.00
150.00
5/l/2009
925.00
925.00
1-105,
4121Y20
456.00.,
456.00
456.00
456X0
-49MCWL0
400.00
-,-".-12/31/2007
5/l/2007
1-106
45T00
4 57.00
457.00
457-00
150.00
2/l/2008
44�
433.9L
445.00
950.00
907.00
440.00
433.00
445.00
950.00
907.00
440.00
433.00
445.00
950.00
907.00
150.00
400.00
150.00
700.00
400.00
2/112008
7/31/2007
9/3012007
3/31/2009
2/2912008
7
1-108
;�5/2005
_7/14/2006j_
1
440.00
433.00
44 5,00
50100
907.00
1-201
9/13 999
1-202
9/13/2008
1-203
2/5/2 908
1- 411�
1/1112005
-
00
925
925.00
1
925.00
-------925.00
400.00
713112007
1-205�
--
11/ijiggg
T
445.00
---
445.00
i
445.00
445.00
150.00
11/30/2007
1 206 _L
5/13/2 002
456.00
456.00
456.00
456.00
15000
5/31/2007
1-207
11/5/1991
334.00
334.00
334.00
334.00
150.00
11/30/2007
1-208
2.101
7/l/2008
10/l/2007
972.00
--- 81
1
1 2.00
972.00
400.00
400 00
1/31/2009
___10/31/2007
2-102
8/1/2008
427.00
427.00
427.00
427.00
2/28/2009
2-103
12/1712003
671.00
309.
671.00
309.00
671.00
309.00
1
671.00
309.00
40D.00
10
150.00
12/31/2007
3/31/2010
2-104
2/10/1988
2-105
9/26/2000 1
388m
388.00
388.00
388.00
1 5D.00
9/3012007
2-106
11/19/2004
-
92500
480.00 1
445.00
445.00
445.00
=4000.001�
11/30/2009
2-107
12/13/2000
380.00
380.00
380.00
380.00
150.00
12/31/2007
2-108
1/7/2005
671.00
1
571 00
671.00
671.00
400.00
113112G08
2-201
1/2/2003
403.00
i
403.00
403.00
403.00
400.00
1131/2008
2-202
671.00
67
-
-
VACANT
2-203
2/3/1
2 998
2_
Z/_ 4-
MOM
815.00
814.00
-
815.00
370.00
---
403.00
380.00
380.00
38000
150.00
212812008
2-204
2-205
2-206
2-207
2-208
10/19/2
9121/2006
6/25/2 05
12/811 995
12/13/2 002
1
815.00
815.00
370.OU
40310T
815.00
814.00
815.00
370.00
403.00
815.00
814.00
815.00
----
370.00
403.00
400.00
1,100.00
400.00
159 �O
400.00
10131/2007
9/30/2007
�-1131/2009
12/31/2007
6/30/2006
3 -101
12/13/2002
457 00
457.00
45T.00
400.00
12/3112007
3-102
3-103
7/14/2006
5/10/2005
925.00
920.00
----
380.00
- -
L 778-00
I'l
7
959.00
- - ------
1 90
'�5
0.00
380.00
778.00
217.00
925.00
920.00
380.00
77800
"U
217.0
7
925.00
920.00 1,840.00
380.00
1 778.00
217.00
920.00
-
700.00
400.00 1
150.00
700.0 0
403.00
7/31/2007
6/30/2007
7/31/2007
8/31/2007
11/3012009
3-104
7130/1992
3-105
3-106
---
8/22/2005
10125/,
3-107
5/8/20075
1 0, 1 920.00
449.00
- - ------- T--
919.00
449,00
920.00
449.W�
920.00
449.00
- ------ ---
im
700.00
400.00
5/31/2007
12131/2007
3-108
12/412003
3-201
--
8/6/1
- -
334.00
90T00
...... .... -
425.00
----------
334.00
7.00
425.00 1
334.01
907.00
425.00
334.00
907.00
425.00
150.00
400.00
150.00
8131/2007
7/31/2008
2/31/200�
3-2()2T5/25/2008
----
3-203
1
--- - ---
2/24/1996
3-204
3/2512005
920.00
445,00
920.00
4 45.00
920.00
445.00
92000
44500
400.00
150.00
3/31/2008
3-205
8/15/1998
3-206
11/17/2006
925.00
-------- -
925 on
925.00
925.00
700.00
11130/2007
3-207
6/20/2008
972.
972.00
972.0(
972.00
400.00
12131/2008
3-208 1
8/l/2007
925.00
925.00
925.0
nn 1
1
400.00
1/31/2008
EMERALD COVE SENIOR APTS.
M-�-Rd�-REP-ARE-D-By-:-M-ON-IC-A-M-ARSH CURRENT CHARGES
COLLECTIONS
T-
UNIT�
Move -In Prepaid 1 Past Due Gross a,,. HAP se.Tvt-Mlc Misc
i V.a,c. ncy
I TOTAL
PPD to
CURRE
0
Securritf.
I TOTAL
Past Due
Prepaid
Notes
Sec Dep
Remark
#
f
h-a-
Date, Prior Mo Prior Mo Rents , Loss Pyrnt Deposit Descr C rges
DUE
Current
RENTS
Due
Receipts
--- -T---
Dep sii
ms
DEPOSIT
-
YTD
YTD
ability
ExpiritDate -
4-101
1 11/10/2008 436.00
436.00
436.00
436.00
5/31/2009
+1021
4/19/2008 925.00 707.00
218.00
218,00
218.00
4/30/2009
4.1031
12/112003 440.00
95
_7/l/19-1 ---------- - -- 445.00:
3/16/2( 815.00 394.00
7/22/2005 925.00 277.00
440.00
440.00
440.00
12/31/2007
4-104
445.0
)0
445.00
445.00
150.00
8/31/2007
4-105
4-106
421.00+_
0
6 8.00
421.00
648.00
1
421.00
648.00
40000
400.00
9/30/2009
10131/2009
2/15/2006 799.00
79_91.00
799.00
1
799.00
400.00
3/31/2008
4-1081
3/11/2008 1 1,176.00 678.00
4980f)
498.00
498.00
400.00
12/31/2009
/-bj.UU
i
763.00
763.00
400.00
3/31/2008
4-log
L3/18/2006 1 763.00
4-110.
8/1812007 925.00
1_ 42 1.001
925.00
1
925-00
L
925.00
400.00
9/3012007
4-201
394.00
394.00
1
Manager
_L815.00
4-202
5/9/2 3
671.00
LATE 1 25.00
1 696.00
1
671 00
1 25.00
696.00
700.00
5/31/2007
4-203
2/6/2004
3/27/1998
2/1012002
4/512008
... . .......
763.00
427.00
449.00
92500 699.00
799.00
763.00
763.00
763.00
400.00
2/28/2008
4-204
4-205
427.00
226.00
7�� L9OO
L_
42700
449.00
226.00
799.00
427,00
449.00
226.00
799.00
150.00
150.00
15000
400.00
3/31/2008
2/28/2008
6130/2009
6/30/2008
4-206
4.207�
4-208
1 1012712005
1 176-00 1 1,038A �O:
138.00
138.00
138.00
400.00
3131/2009
4-209
4/l/2006
t 925oo
925.00
925.00
925.00
400.00
5/3112007
4-210
1115/2007
925.00
925.00
92500
925.00
40000
12131/2007
5-101
2/1612006
327.00
327.00
327.00
327.00
400.00
4/30/2007
5-102
5-103
10/12/1990
9/15/2006
370.00
.00
370.0 0
4%00
370.00
458.00
1
370.00
458.00
150.00
400.00
10/3112007
4130/2007
5-104
5-105
11/14/2003
7/16/2007
45800
925.00
458.00
925.00
925�00
458.00
925.00
400.00
400.00
11/30/2007
5-106
7/28/1999
379.00
379.00
379.00
371,00
----------150.00
150.00
1131/2009
-----12/31/2007
5-107
12/1211998
436.00
43600
436.00
436.00
5-108
101111999
436.00
436.00
436.00
436.00
T
150.00
10/3112007
5-109
12/15/1997
427.00
347.00
427.00
347.00
427.00
347.00
11
427.00
347.00
15000
150.00
11/30/2007
4/30/2008
5"
86
5-2012/5/1
97
4N:00
436.00
436.00
150.00
2/28/2008
5-202
10/4/2002
1
1,176.001, 991.00
185.00
1
185.0o�
18500
400.00
2/28/2010
400.00_1
9/30/2009
5-203
912612006
925.00
925.00
92500
1
925.00
5-204
4/512008
1,176.00 .00
763.00
972.00
925.00
58.Q0
432.00
15500
763 00
155.00
763.00
-J
155�00
763.0,0
972.00'.
925.00
458 .00
432.00
700.001
400.00
1 400.00
70 00
150.00
0
og
3/3112010
6/30/2009
7-
3/31/2008
12/3112007
7/31/2008
5-205
1120/2004
5-206
11120/ 008
972.00
925.00
458.00
432.00
972.00
925.00
458.00
4-00
17
9' 112 07
----- ------
[1-_2
121 �0'2.'j
5-209
3/6/2 01
5-210
6/10/2006
925.00
925.00
925.00
52
700.00
.00
150.00
1501
7/31/2007
1131/2008
6 .101
1/3/1992
372.00
372.00
372.00
372.00
-------
6-102
817/2007
1,171.00 969.00
207.00
207.00
207.00
9/31/2009
6.1036/18/1999
436.00
436.00
436.00
150.00
8131/2007
6-1104
9/8/2000
436.00
36-00
436.00
i 436.00
150.00
5/31/2007
FX1-1/20-081
1, 7600 961.00 1
_;
15.00
215.00
L215 00
L
400.00
12/31/2009
-.6--l-0-5-
6.106
! -
1 5 7/2003
1 - -- - -
456.00
456.00
456.00
400.00
6/30/2007
6-107�6/27/2003
458.00
458.00
458.00
45800
400,00
7/31/2007
371 11)
372 ' 00
372.00
150.00
5131/2007
6-108
41//�11/il 91�
1372.00
1 6-2.1
9.
443.00
43:(
4 �('
443.00
4,1 nn
150.00
6/30/2007
EME LD COVE SENIOR APTS. J-
COLLECTIONS
MARC PRr=PARED BY: MONICA MARSH CURRENTCHARGES
UNIT Move -in Prepaid Past Due Gross Vacancy HAP Securite i Misc Misc I TOTAL PPD to
L CURRENT
Past
---
Prepaid±_ Mi cl i��OTAI
-_ -
T_
Remark
- - - I.- - -_ .1 -_ _ _ I -
# Date Prior Mo Prior Mo- Rents Loss Pymt DepositlDescr I Qharges_ DUE Current
RENTS
Due
---
1_ Receipts Dep it
_os:
I DEPOSIT
Y T D
Y T 1)
Liability
Expire Date
6-42 9/23/2000 445.00 44500
IA5.00
1
445.00
150.00
9/30/2007
6-2,03 1 6/312005 925.00 925 00
92500
925.00
400.00
1/3112009
972 0
100.00
1 1,072.00
600.00
2/28/2010
6-204 211/2009 972.00 100.00 i 1,072 00
44500.1
1
1 445.00
150.00____
7/31/2007
6-2051 7/1/20 00 L 445.00 445.00
327.00
327.00
150.00
1/l/2008
6-206 2/22/1115 327.00 327.00
6-207 4114/2007 1,176.00 897X0 279.00
279.00
279.00
55001)
212812010
6-208 7/21/2003 778.00 778.00
778.00
2 )000
7/31/2007
7 ------- - -------
!
7-101 6/14/2008 334.00 334.00
334.00
334.00
5
1 '0"
1/3112009
7-102 9/2/2000 444_._00 444.00
444.00
00
44400
L
1 5()
7/30/2007
7-103
6/27/1991
6/11/2003
378.00
458.00
i 378.00
458.00
372.00
372.00
4 9.00
378.00
458.00
37200
00
37
458.00
372.00
372.00
449.00
150.00
_:::4��o,)o
150.00
150.00
400.00
7/3112007
L 7/31/2007
111/2008
2/l/2008
6/l/2007
7.104
7-105
7-106
1125/1995 372.00
2118/1985 372.00
449.00
1 7/3/1996 417.00
L--8/5/2000-'- 445.00
5/12/2007 925.00
- -----
5/9/2002 456.00
7-108
7-109
417.00
445.00
925.00
45600
417.00
456.00
417.00
445,00
925.00
456.00
__,___700,.00
150.00
150.00
150.00
7131/2007
8131/2007
5/12/2008
5/3112008
7-110
7-201
7-202
10114/2006 925.00
925.00
925.00
400.00
11/30/2007
7-2031
2/25/2004 920.00
8/l/2008
2/24/2007 925.00
920.00
972.00
925.00
920.00
97 .00
925.00
400 00
511/2007
2/28/2009
2/24/2008
7-204
7.205
7-206
9/7/2004 792.00
4110/2( 762.00
792.00
762.00
792.00
92.00
7_
762.00
9/30/2007
113112009
7-207
7-208
7-209
7-210
2/16/1985 334.00 i
11/8/2009 1 18-1 00 1 046 00 L
2/l/2009 1,176.00 1,940.00
970.00 1
1
334400
135.00
206.00
1
334.00
135 00
2C
150.00
400.00
400.00
2/l/2008
3/31/2010
1/31/2010
.810
/311 99 __t' _388.00
388.00
388.00
15o.00
8/31/2007
8.102
8-103
4/4/1996 4 370.00 ,
7/12/2000 445.00
370.00
445.00
445
370.00
445.00
150.00
4010
OC 0
7/31/2007
7/3112007
925.00
1
925�00
8-194�
10/l/2007 925.00
925.00
700.00
5/112008
351.00
1
8.105
[3/611985 351.00
1 351.00
351.00
150.00
6/30/2007
1
378.00_!
378.00
�-iu
Luz4Liqv5__! ... ..... . . 378.00
378.00
7/31/2007
___150.00
15000
111/2008
8-107
1120/1995 1 373.00
373.00
37300
373.00
27,300
273.00
8-1 08_
8/1_/20,08 1,176.00 903.00
173.10
400.00
7/3112009
8-109
6/14/2007 993.00 548.00
11/1/1999 388.00 1
8/11/1995 285.00
445.00
88K
285
00
388.00
2K001--
445.00
388.00
285.00
329.40
50.00
1/3112010
11130/2007
8/3112007
8.110
8.201
8-202
11111/2001 410.00
410.00
410.00
410.00
150.00
11/30/2007
8�-2031
8/10/2007 925.00
925.00
925.00
925.00
400.00
3/3112008
10131/2009
8-204
1115/2000 1,176.00 882.00 1
294.00
294.00
1%00
B-2051
3/4/1985 321.00
925.00
_327.00
2/12/2009 382.00 972.00
925.00
327.00i
GPADJ L20 1.0J0 38900
38200
925.00
327.00
389.00
321.00
925.00
327.00
389.00
450.00
400.00
150.00
400.00
-----40000
4/l/2007
8/31/2007
411/2007
9/3012009
8-206]_W1120051
8-207Lq/q23/11993
8-208
8-209
1/2/2007 814.00
814.00
814.00.
814.00
400.010
1/2/2008
8-210
672.00 303.001
0
369.00
36900
JI
400.0,tC)
VACANT
45600
456.00
____:L5U0
400.00
10/31/2007
9-101
8/ 5/200 5 456.00
9-102
1 4/2V2000 . . . .... . .... . . ....... 1,176.00 1 880.00
296 �OO
i
T_ 296.00
296.00
EMERALD COVE SENIOR APTS.
-- -- -- .' -1 ---- ------ - ------
MAR(�IPREPARED BY: MONICA MARSH CURRENT CHARGES
-F T--
F
UNIT i
j__Move-In I Prepaid Past Due Gross Vacancy HAP Securitv 1 Misc Misc TOTAL PPD to
CURRENT
Past
Prepaid I Misc
Security
TOTAL
PastDje Prepaid
Notes
-��W?Lil
Sec D.p
Re..rk
# Date t Prior Mo Prior Mo Rents Loss Pymt Deposit. L Descr C a es DUE Current
h_ rq
RENTS
Due
Rec s
eposit
D_ __
__P_p
DEPOSIT
YTD YTD
Exp r. ate
--
9-`103 7/16/1999 445.00 445.00
445-00
445.0
5 001-
9-104 1/13/1999 436.00 436.00 1
4
'000,
---7/31/2007
1/l/2008
378.00
1
3, 8�00
9-105 3/8/1985 378.00 378.00
lN 00
4/1/2007
9-106 2/1512007 427.00 427.00 i
q7 oo
427.00
400.00
4/l/2007
7
9-107 2/3/1996 1,176.00 208.00 1
208.00
208.00
---
400.00
5/31/2009
9-108
915/2003
_968.00
L t - - 1,176.00 690.00
925.00
1,176.00 900 00
48600
486.00
486.00
--- -
400.00
10131/2009
9-109
1/18/2008
276.00
121,00
276.00
1
925.00
276.00___
400.00
150.00
3/l/2008
11/30/2009
9-110
2/3/1995
9-201
1219/2000
4 427.00
920.00
925.00 ........
427.00
427.00
1
427.00
15000
12/l/2007
9-202
9-203
4/112006
2/24/2007
92000
925.00
920.00
925.00
920.00
925.00
400.00
4W00
5/l/2007
3/112008
9 20�4
9/30/20031
792.00
792.00
792.00
,
792.00
716.00
9/3012007
;:2:.
434.00
434.00
434.00
434.00
150.00
11112008
9-206
1
7
907.00 907.W
44 00
456.00
1 456.00
150-00
6/30/2007
9-207
5/4/2002
9-208
i 10/111993
334.00
334.011
334.00
334.00
1
15000
1/31/2009
9-209
9-210
118/2009
1 /6/1994
327.00,
972.00
327.00
972.00
32T00
t... 972 00
8/31/2009
j 327.00
111/2008
CA(�)i 0
420.0_
420.00
420.00
1
420.00
22
___VA
383.00
970�00
�09,267.00 3,065.00 18,434.00 100.00 244.00
88,699.00 382.00
88,575.00
920.00 25.00
100.00
89,620.00
921.00
51,048.62
18,434.00 .
i 18,434.00
1
1 18.434.00
LAUNDRY ROOM INI
7
MISC., FREEDOM CC,
CREDIT CHECKS
T
SEC.DEPOSTS
4
-- ----
GRAND TOTALS
383.00 1 970.00 1 109,267.00 3,065.00 1 100.00 1 244.00
107,133.00 'i 382.00
107,009.00
920.00 25.00
100.00 108,054.00
921.00
51,048.62
CASH SHTS 108,054.00
-
-------
MISC TOT 244.00
CLEANING & DAMAGE
LATE 25,00
MjSC
C N E I N
0 C SSO
CURRENT MONTH RECAP:
JNS C K
383,00 P ITD R E �11 Nt
HAP
�TENANT 921.00
i
PA C'
383.00 970.00 i ; G IA 00)
TOTAL 921.00
VWV ITE-OFF!,
_J LEGALI
HAPADI
�421.�.
#R
_VACA.,
C )IT
I
APR-22-2009 1 : 51 PM WEB SALES DEPT 310-643-6958 NO. 1817, P. 6
$files Rep; CR/mb
Location #, CA 01-04-228
Doc ID: 1-1<07VO
LEASE
This LEASE AGREEMENT is entered into this day, MRUARY 3,2OD9, by and between EMERALD COVP,
SENIOR AIIARTMENTS (hereinafti referred to as "Lessor"), and Web Service Compaity, LLC (hereinafter
referred to as "Lessee"), Lessor does hereby lease to Lessee, and Lessee does hereby accept, the exclu3ive
possession of all common laundry room(s) located oil 11-te real property and improvements of 164 units,
located at 18191 PARK TREE 0RCLE, HUNTINGTON BEACH, CALIFORNIA 92648, and cowmionly
knowA as EMERALD COVE, which real property and b�aprovements aye herein referred to as the
11property.11 Imsor warrants and represents that only 164 residential units on the property are plumbed with
their own washer or dryer connections.
1. Representation of Owner or Agent, Lessor does hereby warrant and represent that it is the owner of
the property, or the authorized agent thereof, acting with full authority to enter into this Lease, &nd further,
said owner or representative thereof warrants and represents that there Is no other lease, license, or other
instrument granting the same or similar right in and to the laun&y room(s) on the property,
2. Exclusive Use and Possession of Leased Premises, Lessor does hereby grant convey, and transfEr to
Lessee the exclusive use and possession of all now existing and hereafter creabad common laundry room(s)
on the property, which room(s) is/are described as encompassing apptoximately 200 square feet, for its use
as a laundry room(s) [said room(s) is/are hereinafter referred to as the "Leased Premises").
3. Quiet Enjoyment. Lessee may use, occupy, and possess the Leased Premises, as set forth above, to Uie
exclusion of all others, and enjoy the quiet and peaceful enjoyment thereof.
4. Tem. The term of this Lease shall be for a period of FIVE. (5) year(s), commencing on FEBRUARY 6,
2009.
5. Rent, Lessee agrees to pity, Lessor as Rent, for the use and possession of the Leased Premises, an amount
equal to the greater of $5,00 per month or FIPTY PERCENT (501/6) of the Lessee's gross income from the
Leased Premises, less any applicable gross receipts, sales, use, value added, or simi�lar excise tmxes.
6. Eqtdpment, tcszee shall be permitted to place personal property and equipment in the Leased
Premises, and the title to such property shall remain at all times that of the Lessee, and at the conclusion of
the terra of this Lease, or any extension thereof, Lessee shall be permitted to remove such per6onal property
and equipment remaining on the Leased Premises,
7. Insurance, Lessee shall insure agafiist if ability for bodily injury arid property d=age caused by Lessee
Up to the amount of $10,000,000 per occurrence and annual aggregate. Lessee shall -hold Lessor harmless
from claiw of liabIty caused by the negligent acts or omissions of Lessee insured by the above policy.
S. Ufillkl�s and Maintenance. Lessor does hereby agree that it will provide all utility service necessary for
proper operation and maintenance of laundry equipment which the Lessee deem fit to Place within the
Leased Frerrilses; that Lessordhall perform all necessary janitorial and maintenance smices for the Leased
Premises, includi-A& Imt not limited to, waintaining the Leased Premises in good repair and cleanliness, and
the Lessee hereby grants to the Lessor a revocable license to come onto the Leased Premises to perform such
services, Lessor warrants that the Leased Premises comply with all federal, state, and local recluirements, Ilie
52-0523 ReV, IO/CL5/2007 Pap 1 V13
APR.,22.2009 1 : 51 PM WEB SALES DEPT 310-643-6958 NO. 1817 P. 7
g8191 F&M TREE CIRCLE� RUNTINGTON BEACK CALIFORNIA 92648)
MMUARY 3, 2009
Leme shall not be responsible for property damage or personal injury due to lack of or inadequacy of -a floor
drain in the Leased Premises.
9, Assignment or Transf or, This Lease shall be binding upon the parties hereto, their respective heirs,
personal representatives, successors, assigns, or transferees. If &ny liti[gation results in connection witli this
Lease, the Successful party shall be entitled to reasonable attorneys' fees,
10. Home Office AppxovaL This Lease, and any modification and/or addendum(s) to a-ds Lease, shall
reqijixe written approval of Lessee's Home Office before becoming effective, and shall immediately become
effecttve upon such approval, with or withoiA notification to Lessor.
21, Non -Competition Clause, Lessor agrees that during the term of this Lease, Lessor shan not furr6h,
provide, lease, rent or in any manner cause to be installed, or enter into any agreement with anyone offier
than Lessee to furnish, provide, lease, renk or in any manner cause to be insin1led any washers and/or
dryers in any residential unit ("unit") and/or common laundry facility on the property. Lessor agrees that
washer and/or dryer connections shall not be added in any uniL Any breach of this paragraph shall result in
Lessee being immediately endfled to damages of $1.24, multiplied by the number of units in which a breach
occurred, multiplied by the nutnber of months remaining on this Lease at the gme of each breach.
Additionally, a breach of any portion of this paragraph by Lessor shall entitle Lessee to terminate this Lease
at Lessee's option.
12, Validity of Provisions. The invalidity or illegality of any provision shall not affect the remainder of this
Lease, No delay on the part of any party in exercising any right herein shall be deemed to be a waiver
thereof, nor shall any waiver of a right preclude any further exercise thereof.
13, Lessee to pay Lessor an additional rent of IWO THOUSAND DOLLARS ($2,000.00) within thirty
(30) days after the Lessee's Horne Office signature approval of this Lease.
14. Lessee to replace the existing lauftdzy equipment with ONE (1) Maytag Computer Trac Front -load
washer (model # MAH22PD or # MAHZIPD), THREE (3) top -load washers, and FOUR (4) dryers, Init:1al
washer price to be $1.00. Initial dryer price to be $.75.
15. Lessee shall collect the revenues from Lessee's washet(s) and dryer(s) in the Leased Premises
approximately every sixty (60) days.
THIS LEASE SHALL BE AUTOMATICALLY EXTENDED 1701t $UCCESSIVE PERIODS OF TIME
SPECIFIED IN PARAGRAPH 4 ABOVE UNLESS EITHER PARTY GrVES WRITTEN NOTICE TO
THE OTH�R PARTY BY CERTIVIED MAIL AT UAST SIXTY (60) DAYS PRIOR TO THE
EXPIRATION OF THE THENEXISTING TERM.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK)
52-0323 Rev. 10/05/2007 Page 2 of 3
1� APRA2,2009 1:51PM WEB SALES DEPT 310-643-6958
NO. 1817 P. 'u
(18191 PARK TREE CIRCLI� IRIbUINGTON BEACI� CALIFORNIA 92649)
FBDRUnY3,2009
Lessee: WV6 SERVICE COMPANY, LLC
District Sales Manaaer
APPROVED: WED SERVICE CO., LLC, LMBE
HOW OFFICE: 5690 REDONDO BEACH AVE,
REDONDO BEACK CA 90278
Byt
Its!
Ditte:
Lessor: EMERALD COVE SENIOR
APARTMENTS
CARLOS YOUNGER
Its-, AQENT
PAY RENT TO:
Name; CITY OF HUNTINGTON BEACH
DDA EMEXALD COVE
Address: 181% PARK TREE CIR.
HTJN`I1NGT.0N 019ACK CA 9Z(AG
Tax ID:
52-0323 Fev. 10/05/2007 Page 3 of 3
11 AFK.,. 22, 2009 1 : 50PM-----..WEB SALES DEPT 310-643-6958 NO. 1817—P. 2
tA i
.. .1 's
Illitial: R5
Location# CA-01-044M
Web's Copy
LEASE
00
This LBAS9 AGREEWNT is entered into dits day, ArRm 3, 1999, by and between CITY OF HUNTINGTON
BEACH DBA EMERALD COVE APARTMENTS, (hereinafter referred to as "Lessor"), and WEt SERVICE CO.,
INC. (bereirafter referred to as "Lusee"), Lessor dm heteby lease to Lessee, and Lessee doeshereby accep� the
m1usive possession of all common kundry zoom(s) located on the real property and improvements of 164 twdts,
located at 18191 PARK TREE CMCLE, HUNTINGTON BEACH, CALIFOMA, which real property and
improvements we herein referred to as the "ptoperty.11 Lessor warrants; and represents tbEt Cray 0 urdis ate pltml>ed
4j6 with their own washer or dryer connections.
1. Representation of owner or agent. Lessor does hereby wutant and represent that it is the owner of U-w p�opeTty,
or the authorind ;tgent thereof, acting with full authority to enter into this Lease, tind further, said owner or
reptesentative thereof warrants and represents that ffiere is no other lease, license, or other Inatnment gianting the
same or s-bilar right in and to the laundry room(a) on the property.
2. Exclusive use and possession of leased prenifies, Lmssor does hereby grmt� cutvey, and transfer to Lessee the
:M
exclusive use and pomossion of a common laundry room(s) on ffie property, which zoom(s) is/are described as
encompassing approximately 200 square fbe� ��r �ts use as a la=chy rooin(s) Isaid zoom(s) i-5/are hereinafter
referred to as the "leased premises"].
3. Quiet Enjoyment. Lessee may use, occupy, aud possess the leased pretrdsea, ets set forth above, to the exchision of
all others, and enjoy the quiet tad peaceful enjoyment thmof.
4. Term. The term of this UAft shall be for FIV13 (5) year(s), commencing on JUNE 3, 1999,
S. Rent. Lessee agrees to pay LmoT as Rent for the use ana possession of the leased premises, an aniount equal to
the greater of $5.00 per month or a percentage of the Lessee's gross irwzme from the kased premises, based on the
avejap per machine monthly gross income (double -load machines to be counted as two) as follows:
50% when gross income equab or exceeds $44.00 per machhte
40 % when gross Income equals or exceeds $36,00 per machtne
30 % when gross income equals or exceeds $,31.00 per machine
20% when gross income equals or exceeds $25,00 per machine
10% rahlim-um
Anyapplicable gross receipts, Pales use, and simflar exciss taxes shallbe deducted from said Rent
6, Equipment. Lessee shall be pern-Lifted to place personal property and equipment in the leased premises, and the
title to sU& property shall rezain at all times that of the Lesm, and at the conclusion of the term of this Lease, or
any extension thereof, Leasee shall be pem-dtted to remove 9=h personal property atd equipment remaa�ng on the
leased premisem
7. Insurance. Leosee shall insure against liability for bodily injury and property damage caused by L-essee up to the
=o=t of $10,000,009 and sh& hold the Lessor hara-dess from, claims of liability caused by the acts of the Lessm.
8. V411ties and Malutenance. Lessor does hereby agree that it will provide an utility service nece,-Aw for proper
operation and maintenance of Iqundry equipment Which tho Lessee deems, fit to place within the Leased premises;
that Lessor sliaU peffofm all necessary jardtorial and maintenance sewkes for the leamd prw-aes, including but tot
linaited to� mainbining the leased preniUes in good repair and clemawgs, and, ft Lesme hereby gTants to the Wso.z
a revmble license to come onto the leased premises to perform such services, Lessor warrants that the leased
premises comply with all feaeraL state, and local req%zirements, The Lessee shall tot be respomible for property
damage or personal injury dite to lack of or inadequacy of a floor drain In the leased pfemises.
52-021 Roy. IW20198
Pago
APR 0 1 fflq
I APR-22-2009 1:50PM WEB SALES DEPT 310-643-6958 NO.1817 P. I
(LFAM - 181911 PAM TRI1 CM=, Ht=)NGTUN UUCH, CALWO1041A
APRIL 3,1999
9. Assignraimt or Transfer. This Lease gludl be binding upon the parties hareto, their :respective beirs, personal
representatives, succenors, assigns, or transferees, If auy litigatlon results in connection with tl�s LeaNe, the
succesdul party sW be entitled to reasotable attorneys' &es,
10. H=e Office Approval. This Lease, and any modification and/or addend=(s) to this 'Lease, shall requixe
written approval of Lesgees liome Office before becoming effec�ve, and ehaR hnmediately become effktve upoc,
such approval, with or without -notification bo Lessor.
11. Non-Compttition Clause. Wsor agrees that for the duTation of ft Lease, Lessor shall not fumish, proNide,
lease, ient or in aiky manner cRuse to be instaffe�L or enter ftqo any agreement with anyone other than Lessee to
furnisk provide, lease, ren� oi in ozy manner cause to be histalled washers and/or dryers in any of t1w re;iW ui&s
and common laundry facilities on the property. Lessor agree6 that washu and dr co I ns w not be added
yer nnec io ill
in my axisting rental unit. ne provWors of this paragraph shall be binding upon and inure to the benefit of thQ
heirs, succeasots, and apigns of Lwor,
12. Validity of Provialutts. The invalidity or illegality of any provision shaU not affect ft ietudnder of the tcase�
LESSEE: Web SeMca Company, Inc.
APPIZOVED; WED EZRVICE CO, INC, LESSEE
HONSOITICE- 3690 Redondo Boach Ave,
Redondo Ban% CA 9M78
11
B .0"'VX—VLL—C-A Y V\-A-L-6A -k,�
—K3
Datg_ b
SM21 Ny. 12120199
LEMIL, MY OY HUNTINGTON BEACH DBA EMMLkLD
COVE APARTMENTS
By-, LOMCD, ITS ATrORNEY-IN-TAC-7
W
B 0
DON FAKCk3glt
IL-; SUPERWOR
.1 1
DaL- 2�
PAYRENTTO:
NAIZ; CITY OF HUNTINGTON BEAM
C/O: DBA)31�2RALT) COVE
Adclress' 18191PARKTM9C3RCLF1
HUNTINGTON BEAM CALIFORMA 92648
TAXID:
Pap 2
AFK� 22. 2009 1 :51PM
WEB SALES DEPT 310-643-6958
NO. 1817 P. 4
.1 )"',
01
9
AMEENDMENT TO LEAR
cul-<�
The followlzg is an amendment to the lease dabed APM 3, 1999, by and between CMY OF
HUNTINGTON BEACH DBA EI%URALD COVE APARTMWM, Owxeinafter ieferred fa aj3
"IZ98or"), and WEB SERVICE COMPANY,.= (hereinafter irefetred to as 'IU6seell) of property
located at 18191 PARK TREE CIRCLE� HUNTINGTON BEACH, CALIFORNIA(the -lease),
For valuable tongideriallon, xec0pt of which is heyeby acknuwledge, this is our agreement effective
MAY 21,1999, that the lease is amended as follows;
1. It is mutually agreed ffiat paragraph I of said addendum to lerse Shan be de, leted In its entirety
and shaU be zeplaced with the following: "LVW13E to replace existing equipment with ONE (1)
Maytag computer trac front load washer, THREE (a) new Maytag compater teac washeis and
FOUR (4) now lv�& computer trac dryers. Initial washer pfices tD be $.75. Utizd dxyer prkeg
tobe $50.
Except as expressly amEnded hereby, all of the terms, covenants, conclitiorLs, ptovisions, and
agreements of the lease remain in fuIl fcuce and effed.
IMSEE: Web pany, Inc.
APPROVED. WEB SERVICE CO. INC.,
L�SSEE
HOME OFECE, B690 Redando'lleacli Ave.
Redorido ftd,6 CA 90279
BY:
Its:
As v X W.-
52-0322 Rcy. 12120/98
LESSOR: CITY OF HUNTINGTON
DBA EMERALD COVE
APARTbYMNTS
rAfj
Its: M iqly-P-6, x.-
By,
Its:
DUO-
Pago MAY 2 7
---AVK. 22. 2009 1 : 51 PM WEB SALES DEPT 310-643-6958 NO. 1817 P. 55
I : A
ADDENDUM TO LEASE
The following is an addendura to a lease dated APRIL 3,1999 between WFB SERVICE COMPANY INC., LESSEE,
and CITY OF HUNTINGTON BEACH DIJA EWMAM COVE APARTMENTS, LVISSQI� on pxopex�r localud at
18191 PARK TRES CIRCLE, HUNTINGTON BEACH, CALIFORNIA consisting of 164 mu.1ti-housing unit5.
1. LESSEE to replace existing equipment with new machines, Wtial wasber prices to be $,A Initial dqer prices to
be 6.50 fbr forty five mhautes drying time.
2. LESSEE warrants that the laundry equipment will be protected by non-resettable coin counbars ond that the
1pssor will receive with each rent check an account history and accountability statement that includes: colfextion
dobe, days since last collection, gross income collected from wasliers, gross income collected from dryers, teat
coin income, total equivalent dollars in foreign coins, total year-to-date gross income, total year-to-date leswr's
sh.are of gross income, and in&vidual macWte counter readings, AddifiDnally, the lessee shit run tnternal
report for each collettion cycle that compares the income coltected from the la=dry equipment with the usage
readirW from the equipment and provide proof of such upon the request of the LeBsor,
LWSRE., Web Service CotnFany, Inc,
APnOVED: WEB SERVICn CC, INC., LE55BE
H01vMOFFICE, 369ORPdandaBoachAve.
Rodondo Beach, Ca 90278
BV 51 J—vu IN
. .................
Its:— OA'l
Data 03--
USSOR: CM 01; HUNTINGTON 13EACH DBA
EMERALD COVE APARTMENTS
By: LOMCO, US ATTORNEY-IN-FALT
lix: SMRVISOR
Date
EXHIBIT 7
ASSIGNMENT OF INTANGIBLES
[Immediately Follows This Page]
COOPERATION AGREEMENT
EXHIBITS
K:\CG\HB\Emerald Cove\Cooperation Agreement\City-Agency Coop Agint [KBB 04-28-09].doc
I
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE CITY OF HUNTINGTON BEACH
Recorded in official Records, Orange County
Tom Daly, Clerk -Recorder
NO FEE
2009000277799 09-.44am 06/01109
116 8 A30 19
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2000 Main Street
Huntington Beach, CA 92648
Attn: City CLERK
(Space Above This Line for Recorder's Office Use Only)
(Exempt from Recording Fee per Gov. Code § 6103 & 27383)
APN: 159-441-01; 159-441-02; 159-441-03; 159-441-04; 159-441-05
ASSIGNMENT OF INTANGIBLES
THIS ASSIGNMENT (IS 191 Parktree Circle)
OF INTANGIBLES ("Ass1granent") is executed as of
2009 by and between THE CITY OF HUNTINGTON BEACH, a municipal
corporation of the State of California ("City") and THE REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency").
RECITALS
A. The City, as owner of the real property and the improvements on it (collectively, the
"Property"), located in the County of Orange, State of California, and more thoroughly described
in the attached Exhibit A, is party to, holder of, or owner of those certain contracts, agreements,
guarantees, warranties, licenses, permits, consents, approvals, and other documents of every kind
and nature relating to, utilized in connection with, necessary to, or appropniatc for the operation
of the Property, including without limitation all of the following: (1) all equipment leases, rental
agreements, and similar financing agreements concerning any item of Personal Property
described on the attached Exhibit B (collectively, the "Equipment Leases"); (2) all contracts or
agreements for the service, maintenance, and operation of the Property, including without
limitation property management agreements, supply contracts, utility service agreements, trash
disposal contracts, maintenance and repair contracts, janitorial service contracts, landscaping
maintenance agreements, and license and concession agreements and every other contract
described on the attached Exhibit C (collectively, the "Service Contracts"); (3) all licenses,
franchis es, registrations, certificates, approvals, and permits, issued by governmental authorities
or quasi -governmental authorities and required for the occupancy, maintenance or operation of
the Property or any part of the Property, including building pads, certificates of occupancy, and
business licenses described on the attached Exhibit D (collectively, the "Permits") (all of the
items described in clauses (1) through (3) of this Recital A shall collectively be referred to as the
"Contracts"); (4) names commonly used in the operation of the Property, together with the
goodwill appurtenant to those names (collectively, the "Names"); (5) all contract rights,
trademarks, logos, copyrights, and other items of tangible or intangible personal property relating
to the ownership or operation of the Property (collectively, the "Miscellaneous Assets"); and (6)
any condenmation or insurance award or other awards now pending or made after the Agency's
ASSIGNMENT OF INTANGIBLES
PAGE 1
K:\CG\HB\Emerald CoveTooperation Agreement\Assign of Intangibles.doc
acquisition of the Property, by any private entity or any municipal, county, state, or federal
authority or board with respect to the Property (collectively, the "Awards").
B. The City is conveying to the Agency and the Agency is acquiring from the City all of the
City's night, title, and interest in and to the Property. With the execution of this Assignment, the
City is assigning to the Agency all the City's right, title, and interest in the Contracts, Names,
Miscellaneous Assets, and Awards (collectively, the "Intangible Property"). In connection with
the acquisition and conveyance of the City's interest in the Property, the City desires to assign to
the Agency and the Agency desires to accept the assignment of all of the City's right, title, and
interest in and to the Intangible Property, and the Agency desire to assume all of the City's
obligations, all on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and conditions contained in them, the parties agree as follows:
I . Assignmen . Effective as of the date of this Assignment, the City assigns,
transfers, and conveys to the Agency all of the City's right, title, and interest in and to the
Intangible Property.
2. Acceptance. The Agency accepts the foregoing assignment and assumes all of the
City's obligations under the Service Contracts and Equipment Leases to the extent those
obligations relate to the period on or after the date of this Assignment.
3. Indemnity. The City shall indemnify and defend the Agency against and hold the
Agency hanuless from any and all losses, costs, damages, liabilities, and expenses, including,
without limitation, reasonable attorney fees, incurred by the Agency as a result of any claim of
any third party arising with respect to an event or alleged default, action, omission, or negligence
of the City or its employees, agents, guests, or invitees, occurring on or before the date of this
Assignment in connection with any of the Intangible Property. The Agency shall indemnify and
defend the City against and hold the City harmless from any and all losses, costs, damages,
liabilities, and expenses, including, without limitation, reasonable attorney fees, incurred by the
City as a result of any claim of any third party arising with respect to an event or alleged default,
action, omission, or negligence of the Agency or its employees, agents, guests, or invitees,
occurring after the date of this Assignment in connection with any of the Intangible Property.
The indemnifications in this paragraph are given pursuant to the authonization contained in
Sections 895.4 and 895.6 of the California Government Code. To the extent needed to effectuate
the inderrinifications of this paragraph, each party indeninifies and holds harmless the other party
for any loss, cost or expense that may be imposed upon such other party solely by virtue of
Section 895.2 of the California Government Code. The provisions of Section 2778 of the
California Civil Code are made a part hereof as if fully set forth herein.
4. Severability. If any provision of this Assignment shall be adjudged invalid, illegal
or unenforceable by a court of competent jurisdiction, the remaining provisions of this
Assignment shall not be affected thereby, but this Assignment shall be construed as if such
invalid, illegal or unenforceable provisions had not been contained herein, and the remainder of
this Agreement shall be valid and enforceable to the fullest extent permitted by law.
5. Heirs. This Assignment shall be binding on and inure to the benefit of the parties
and their respective heirs, legal and personal representatives, successors, and assigns.
ASSIGNMENT OF INTANGIBLES
PAGE 2
KACG\HB\Emera1d CoveTooperation Agreement\Assign of Intangibles.doc
6. Exhibits. Exhibits A, B, C, and D attached to this Assignment are incorporated in
this document by this reference.
7. CounteEparts. This Assigm-nent may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument. The signature page of
this Assignment may be detached from and added to any counterpart of this Assignment identical
in form.
[Signatures on Following Page]
ASSIGNMENT OF INTANGIBLES
PAGE 3
K:\CG\HB\Emera1d Cove\Cooperation Agreement\Assign of Intangibles.doc
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date
first above written.
THE CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
Date: — May 28, 2009 By:
Mayor
ATTEST:
city
0
APPROYED AS TO FORM:
B
City Attorney '(j
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH,
a public body corporate and politic
Date: — May 28, 2009 By:
Chairperson
ATTEST:
By: V"'L011-4/e
KANE, BALLMER & BERKMAN
Agency Special Counsel
ASSIGNMENT OF INTANGIBLES
SIGNATURE PAGE
KAMI-IMEmerald Cove\Cooperation Agreement\Assign of Intangibles.doc
State of California
County of Orange
On before me,
a Notary Public, personally' appeAred 25
��-777-1- I who proved to me
on the basis of satisfactory evidence to be the persono whose nameo&) Cisaf-e subscribed to the
within instrument and acknowledged to me that Che/sh�--41+oy executed the same in(Dis her-/+het'r
authorized capacity(�xs), and that by0s he+4iv,�ir signatureW on the instrument the personoo, or
the entity upon behalf of which the person(,,4) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California thit 0-1c
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California
County of Orange
On before me,
a Notary Public, pers(;nally' appeared 5H who proved to me
on the basis of satisfactory evidence to be the personN who e name�s) (is7ke. subscribed to the
within instrument and acknowledged to me that-h(�s�he/ h-,y executed the same jn4ii(/�her/`-
authorized capacity"), and that by4ti� /hoe their slgnature�4 on the instrument the personA,% or
the entity upon behalf of which the person
,W acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
ASSIGNMENT OF INTANGIBLES
K:\CG\HB\Emerald Cove\Cooperation Agreement\Assign of Intangibles.doc
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Huntington Beach, County of Orange, State of California, desenibed
as follows:
LOTS 1, A AND B OF TRACT NO. 12060, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 5 TO 8 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
LOTS I AND A OF TRACT NO. 12063, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN
BOOK 707, PAGES 9 TO 12 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT FROM A PORTION OF SAID LAND AN UNDIVIDED 1/6 INTEREST IN ALL
OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN, ON OR UNDER SAID LAND AS RESERVED IN THE DEED
RECORDED AUGUST 15,1921 IN BOOK 401, PAGE 356 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA
AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,
TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR,
DEVELOP, PRODUCE, EXTRACT AND TAKE THE SAME SUBJECT TO THE EXPRESS
LIMITATION THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION,
DEVELOPMENT, PRODUCTION, AT LEVELS BELOW A DEPTH OF 500 FEET FROM
THE SURFACE OF SAID LAND BY MEANS OF MINES, WELLS, DERRICKS AND/OR
OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR
NEIGHBORING LAND LYING OUTSIDE THE ABOVE DESCRIBED LAND AND
SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING
RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF
ENTRY IN AND UPON THE SURFACE OF SAID LAND, AS RESERVED IN THE DEEDS
RECORDED JANUARY 31, 1984 AS INSTRUMENT NO. 84-043025 AND JANUARY 10,
1994 AS INSTRUMENT NO. 94-019792 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THE SUBSURFACE WATER RIGHTS 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 BY RECITAL
ON THE MAP OF TRACT NO. 12063, RECORDED IN BOOK 707, PAGES 9 TO 12 OF
MISCELLANEOUS MAPS.
APN: 159-441-01 and 159-441-02 and 159-441-03 and 159-441-04 and 159-441-05
ASSIGNMENT OF INTANGIBLES
K:\CC;\HB\Emera1d CoveTooperation Agreement\Assign of Intangibles.doc
EXHIBIT B
EQUIPMENT LEASES
[Immediately Follows This Page]
ASSIGNMENT OF INTANGIBLES
KAMIAMEmerald CoveTooperation Agreement\Assign of Intangibles.doc
EQUIPMENT LEASES
NONE
EXHIBIT C
SERVICE CONTRACTS
[Immediately Follows This Page]
ASSIGNMENT OF INTANGIBLES
K:\CG\HB\Emerald Cove\Cooperation Agreement\Assign of Intangibles.doc
4/27/2009
Service Contracts
Orkin Pest Control
Lanko Landscape
Laundry (Web)
(No charge -income only -
with 5 year contract)
Emerald Cove
Monthly
Expense Income
$363. per month until 4/09-from 5/09 will be $330. per month
$1,200.00
$300.00
APR-22-209 I -. 51 PM WEB SALES DEPT 310-643-6956 NO. 1817 P. 6
$files Rep; CR/mb
Location #: CA 01-04-226
Doc ID; I-X07VO
LEASE
This LEASE AGREEMENT Is entered into this day, FEBRUARY 3,2009, by ozd between EMERALD COW
SENIOR APARTMENTS (hereinafter referred to as "Lessor"'), and Web Service Company, LLC (hereinafter
referred to as "Lessee"). Lessor does hereby lease to Lessee, and Lessee does hereby accept, the exclusive
possession of all common laundry room(s) located ou ffie =1 property and improvements of 164 units,
located at 18191 PARK TREE CIRCLE, HUNTINGTON BEACH, CALIFORNIA 92648, and commonly
known as EMERALD COVE, which real property and Improvements are herein referred to as the
11property.11 Lessor warrants and represents that only 164 residential units on the property are plumbed w4th
their own washer or dryer connections.
1. Representation of Owner or Agent. Lessor does hereby warrant and represent that it is the owner of
the property, or the authorized agent thereof, acbrig with full authority to enter into this Uase, and further,
said owner or representative thereof warrants and represents that there is no other lease, license, or other
instrument granting the same or similar right in and to the laundry room(s) on the property,
2. Exclusive Use and Possession d Leased Premises, Lessor does hereby gran� convey, and transfer to
Lessee the exclusive use and possession of all now existing and hereafter created common laundry room(s)
on the property, Which room(s) is/are described as encompassing apptoximately 200 square feet, for its use
its a laundry room(s) tsaid room(s) is/are hereinafter referred to as the "Leased Premises"].
3. QuIet Enjoyment. Lessee may use, occupy, and possess the Leased Premises, as set forth above, to tlie
exclusion of all others, and enjoy the quiet and peaceful enjoyment thereof
4. Term. The tesm of this Lease shallbe for a period of FIVE. (5) year(s), commencing on FEBRUARY 6,
5. Rent, Lessee agrus to pay Lessor as Rent, for the use and possession of the Leased Premises, an amount
equal to the greater of $5,00 per month or FIPTY PERCENT (SO%) of the Lessee's gross income from the
Leased Premises, less any appikable gross receipts, sales, use, value added, or similar excise taxes.
6. Equipment, Lessee shall be permitted to place personal property and equipment in the Leased
Premises, and the title to such property shall remain at all times that of the Lessee, and at the conclusion of
the terM of this Lease, or any extension thereof, Lessee shall be permitted to remove such personal property
and equipment remaining on the Leased Premises,
7. Insurance, Lessee shall hasure against liability for bodily injury and property d=age caused by Lessee
up to the amount of $10,000,000 per occurrence and annual aggregate. Lessee shall-huld Lessor harmless
from claims of liability caused by the negllWt acts or omissions of Lessee insured by the above policy.
S. UfflhieB and Maintenance. Lessor does hereby agree that it will provide all utility service necessary for
proper operation and maintenance of laundry equipment which the Lessee deems fit to place within the
Leased Premises; that Lessor shall perform all necessary Janitorfal and maintenance smices for the Leased
Premises, including but not Uniked to, waintaining the Leased Premises in good repair and cleanliness, and
the Lessee hereby grants to the Lessor a revocable license to come onto the Leased Premises to perform such
services, Lessor warrants that the Leased Premises comply with all federal, state, and local requirements� The
52-M23 Rev. 10/U/2007 Pap I Qf 3
ARR.22.2009 l-,51PM WEB SALES DEPT 310-643-6958
NO. 1817 P. 7
(18191 PARK TRBECJRCLE� HUNTINGTON BIL%CK CALIFORNIA 92648)
?BBRUARY3,2009
Wxe shall not be responsible for property damage or personal injury due to lack of or inadequacy of -a floor
drain in the Leased Premises.
9, Assignment or Transfer, This Lease shall be binding upon the parties hereto, their respective heirs,
personal representatives, successors, assios, or transferees. If any litigation results in connection with this
Lease, the successful party shan be entitled to reasonable attorneys' fees,
10. Home Office Appxoval. This Lease, and any modification and/or addendum(s) to this Lease, shall
reqvire written approval of Lessee's I -Tome Office before becoming effective, and shall immediately become
effect(ve upon such approvaL with or without notification to 1,essor.
11, Non -Competition Clause. Lessor agrees that during the term of this Lease, Lessor shall not furnish,
provide, lease, ren� or in any manner cause to be h-Lstalled, or �ntar into any agreement with anyone other
ffian Lessee to fumish, provide, lease, renk or in any manner cause to be installed any washers and/or
dryers in any residential unit ('unir) and/or common laundry facility on the property, Lessor agrees that
washer atid/ or dryer connections shall not be added in any urdL Any breach of this paragraph shaff re=lt in
Lessee being immediately entitled to damages of $1.24, multiplied by the number of units in wbich a breach
occurred, multiplied by the nuinber of months remaining on this Lease at the tirne of each breach.
Additiona-Ily, a breach of any portion of this paragraph by Lessor shall entitle Lessee to termlvate this Lease
at Lessoes option.
12, Validity of Provisions. The invalidity or illegality of any provision shall not affect ffie remainder of this
Lease, No delay on the part of any pftrty in exercising any right herein ghall be deemed to be a waivez
thereof, nor &hall any waiver of a right preclude any furtlier exercise thereof,
13, Lessee to pay Lessor an additional rent of TWO THOUSAND DOLLARS ($2,000.00) within th�*
(30) days after the Lessee's Home Office S!gMhlTe approval of this Lease.
14. Lessee to replace the existing laundry equipment with ONE (1) Maytag Computer Trac Front -load
washer (model # MAIMPI) or # MAHZIPD), THREE (3) top -load washers, and FOUR (4) dryers, Ntial
washer price to be $1.00, Initial dryer price to be $.75.
15. Lessee shall collect the revenues from Lessee's washet(s) and dryer(s) in the Leased Premises
approximately every sixty (60) day-s.
THIS LEASE SHALL BE AUTOMATICALLY EXTENDED 1201� $UCCESSIVE PERIODS OF TIME
SPECIFIED IN PARAGRAPH 4 ABOVE UNLESS MTHER PARTY GIVES WRITTEN NOTICE TO
THE OTM PARTY BY CERTI)VIED MAIL AT LVAST SIXTY (60) DAYS PRIOR TO THE
EXPIRATION OF THE THEN"EXISTING TERM.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
I
St-0323 Rev. 10/05/2007 Page 2 of 3
-APR,22,200� j-.5jPM M SALES DEPT 310-643-6958
NO. I B17 P. 'u
(18192 PARK TREE CIRCLX RUZIMNGTON BEACH, CALUORNIA 92649)
FBBRrjay 312W9
Lessee; W)98 SERVICE COMPANY, LLC Lessor: EMERALD COVE SENIOR
APARTMENTS
District Sales Muwbcr By;
CARLOS YOUNGER
APPROVED: WEB SERVICE CO., LLC, LESSBE
HONM OFFICE: %90 REDONDO BEACH AVE, Its,, AQENT
REDONDO BEACK CA 90278
Daw:
By-
PAY RENT TOt
Its! Name-, CITY OF HUNTINGTON BEACH
DBA WERALD COVE
Address: 18191 PARK TREE CIR.
Date: HUMINGTON 1313ACK CA 92645
Tax ID:
52-0323 Ftev. 10/05/2007 Page 3 of 3
AFK. 22. 2009- 1 : 50PM -643-6958 NO. 1817—P, 2
----..WEB SALES DEPT 310
Initial; RS
Location# CA-01-0�-Mg
Web'& Copy
L)EASE
This LBAS9 AGREEMENT is entered Into this day, APRIL 3, 1999, by and between CM OF HUNTINGTON
BEACH DBA EMERALD COVE APARTMENTS, (hereinafter referred tu as 'Less&'), and W99 SERVICE CO,,
INC. (bereinafter referred to as "Lessee"). Lessor do,es hereby lease to Lessee, and Lessee doeshereby accept� the
miusive possession of dl common laundry room(s) located on the real property and improvements of 164 uxtits,
located aE 18191 PARK TREE CMCLE, 11VNTINGTON BEACH, CALIFOWA, which real property and
imInovemenis are herein referred to as the "ptoperlyY Lessor warra:ntg and represents that only 0 units axe pl=W
4j6 with theis own washer or dryer connections.
1. Representation of owner or agenL Lessor does hereby wutant and represent that it is the owner of d-io propeity,
or the authorized ogent thereof, acting with full authority to enter into this Lease, and further, said owner or
repiesentative thereof warrants and represents that there is no other leaGe, ficense, or other Imtr=ent granting the
same or obilar right in and to the laundry room(g) ori the property.
2. Exclusive use and possession of leased premises, Lessor dons hereby grmt cahvey, and transfer to Leggee the
cn excksive use and poasession of all common laundry Yoom(s) on the property, which rom(s) is/are dezcrl�ed as
encompassirq approxianately 200 square fee� ��r its use as a laundry room(s) Isaid zoom(N) i5/are hereinafter
tefwed to as the "leased pren-d9es"].
3. Quiet Enjoyment. Lessee may use, occupy, and possessthe leued �rewiseq, asset forth above, to the exclusion of
all others, and enjoy t1te quist and peaceful enjoyment thmof.
4. Term. The term of ft Lmft shall bee for VIVE (5) year(s), commencing on JUNE 3, 1999.
5. Rent. Lessee agrees to pay LmQr as Rent, for the use and possession of ihe leased pxeuq9e9, an amount equal to
the greater of $5.00 per month or a percentage of the Lessee's gross income from the leasecl pmmises, based on the
aveiap per machirie monthly Voss income (doublt-,Ioad macaues to be counted as two) as follows:
50% when gross income equals or exceeds WOO per machine
40% when gross income equals or exceeds $36.00 per machine
30 % when gross ineome equals or exceeds $31.00 per machine
205/6 when gross incoma equals or exceeds $25,00 per machine
101ya mirlimum
Any appacable gross receipt, oale4; vse, and similar excise taxes shall be deducted from said Rent
6, Equipment. Lessee shall be permified ED place personal properly and equiptnent in the leased premises, and the
title to su& propeity shall remsdri at all limes that of the Lessee, and at the conclusion of the term of this Lease, or
any exterWon theteof, Lenee shall be permitted to remove such personal property atd equipment rernainin on the
leased premise&
7. Insurance. Le6see shall insure against liability for bodily injury and property damage caused by LeBsee up to the
amo=t of $10,000,000 nAd shaU hold the Lessor harmless ftom claim of liability caused by the ads of the Lessee.
8. U41itles and Maintenance. LessoT does hereby a&ree that it will provide 0 utility service necemary ftir proper
operation and maintenance of kundry equipment which the Lessee deems fit to place widuln the leased premises;
that Lessor shaU perf6tm all necessaiy jardtorial and maintenance sewices for ffie leawd premVBeq, including but tot
liva�eed to, maiataining the leasea premises in good repair tLnEl cleanlinam, and the Lessee hereby gTants to the Wsc.a
a revocable license to cc= onto the leased premises to perform guch services, tesFox warrants that the leased
premises comply with all feder4 state, and local requirements, The Lessee shall t%ot be respowible for properly
damage or personal injury due to lack of or inadequacy of a floor drain in the leased premises.
52-0321 Roy. IN20198
'Fag
UR 0 1 Mq
I
AM22,2009 1:�OPM WEB SALES DEPT 310-643-6958 NO.1817 P. 3
(LFASZ - 11IMPAM TM CM=, MMriGT(M MMI, CALWORNIA
APML 3,1999
9. Assig-,=ent or Trandm This Lease 91tall be b�nding upon the parties hareto, their :resixective bidys, personal
represexitatives, successors, assIgns, or transferees, If �My IjUgation results in connectJoil wilij tl�s Lea8e, the
successful part�r sW be entitted W reasonable attorneys' fees,
10, H=e Offige Appzoval. Tka Lease, mid W modification and/or addenduz(s) to this Lease, shall require
written approval of Lessee�s Home Office before becoming effective, and shall immediately become effective upon
such approvaL with or wf thout notificaiion to LessDr,
11. Non-Comp6tion Owe. Wsor agrees that for the duration of Ws Uase, Lessor ohD.11 not Nmi�h, provide,
lease, rent or in aq manner cause to be histalled, or enter Wo any agreement with anyone other than Lessee to
furnisli, provide, lease, xnt oi in any manner cause to be installed wa6hers and/ or diyers in any of t:Ke =W mdts
and common laundTy facilities on the property. Leessor agrees ftt washtd and dryer connections Will not be added
in any axis-ting rental unit. The provisiora of this paragraph shall be binding upon and inure to the bendit of tdia
heirs, adiniNstrators, succeasoro, mid atwigns of Lwor.
12. Validity of 1rovisloAs, The invandity or illegaHty of any provision shall not afkct ft iefnaiiAder of the te ase,
LESSEE: Web SeMce Compariy� Inc.
APPROVED; WED SERVICE CO., INC, LESSEE
HONS OPFICE-. 3690 Redondo Doach Ave,
Redondo BaacX CA 9M78
By. OWN01—%,LL, A Y
nk—
SM21 NY, W20199
LE5SOX CTrY OV HUNTINGTON BEACH DBA ENMIALID
COVEAPARTMENTS
13y; LOMCO, ITS ATrORNEY-IN-FACT
B
DON PANCMR
Its;
SUFMSOR
PAYRENTTO:
NANM; CITY OF HLWMGT<)N BEAM
C/O: D13A 131v2RALD COVE
AAcIrero, 1BI91 PARK=9 CMCLE
HUMINGTONBEACK CALIFORMA 92648
TAX ID:
PW2
AKK. 22, 2009 1 :51PM WEB SALES DEPT 310-643-6958 NO. 1817 P. 4
AMENDMENT TO LEASE
The following is on amendment to the lease dated APM 3, 1999, by and Ixtween CITY OF
HUNTINGTON BEACH DBA EI�IERALD COVE APARTMWM, (hereinafter referred to ag
"Lessor"), and WEB SERVICE COMPA14Y, INC (hereinafter Yeferred to as "Lessee") of property
CD
located at 18191 PARK TREE CIRCLE� HUNTINGTON BEACH, CALIFORNIA(the "Iaaw'),
For valuable ongideration, xweipt of which to heyeby acknowledge, this is our agreement effective
Q--)
MAY 21,1999, that fl-te lease is amended as follows;
1. It is miituaUy agreed d-tatparagraph I of said addendum to lease shaUbe doleted in its entirety
and shall be replaced with the follmviW. "LPL%BE to replace existing equipment wiLh ONE (1)
Maytag computer trac front load washer, THREE (a) new Mayft computer trac washevs and
FOUR (4) new MAytag computer trac dryers. Initial washer prices to be $.75. Utial dqer prkes
tobe $50.
Rxcept as expressly amended hereby, all of the terms, covenanfs, concliti=, pxovisforls, and
agreethents of the lease remain in fuR force and effect.
=EE: Web pany, Inc. LESSOR: CTrY OF HUNTINGTON BEACIi
DBA EMERALD COVE
APARTMENTS
APPROVED: WEB SERVICE, CO, INC.,
L113SSEE
HOME OFFIC1 5690 Redondo leach Ave.
Redohdo Deach, CA 90= Its! M /+N-P-6 XT
BY: By -
Its,
Date;
Dato.
7-
52-0322 Rev. 12120/98
Pago 1 m Ay 7 15-03-
APK� 22� 'J009 I: 5i PM WEB SALES DEPT 310-643-6958 NO. 1817 P. 5
ADDENDUM TO LEASE
The foUowins is an addendum to a lease dated A?ML 3,1999 between WEB SERVICE COMPANY INC., LESSHE,
and CITY OF HLWMGTON BEACH DBA EM)SRALD COVE APARTMENTS. LVESSO4. on pxopeerty locabe!d at
18191 PARK ME ORCL% HUNTINGTON BEACH, CALIFORM consis6ng of 164 muld-housing unit5.
1. LE&SEE to replace exis� equipment with now machffies, Initial washer prices to be $,Z Inibal dryer Plica to
be $.50 fbr forty five m�aiites drying time.
2. LE-06EE wwrants that the laundry equipment will be protecbed by non-tesettable coin counbexs i�nd that the
lessor wffl receive with oach rent check an account history and aco-ountability statement that includes: collec�wii
date, days since last collaction, gross income coBected from wasliers, gross income collected fTozn dryers, test
coin income, total equivalent dollays in foreign coins, total year-to-date gross income, total year-to-date
share of gross income, and individual machine cQunter readings. Additimally, the lessee sl�aff = tannal
report for each collettion cycle that compares the income c9ected from the laundry equipment with the usage
readirW from the equipment and provide proof of such -apon the zequest of the Lemon
LESSU: Web Service Cotnpany, Inc,
APPROVED; WEB SERVICE CC, INC, LESSBE
H01YMOFFICE! 359ORedando Boach Ave.
Rc,dondo Be", Ca 90278
BV 1%
Its;
Data
LEM01 CM 01; HUTIMNGTON BEACH DBA
EMERALD COVE APARTMENTS
By: LOMCO, US ATTORNEY -IN -FACT
ty-
Its: 9MRVISOR
EXHIBIT D
PERMITS
[Immediately Follows This Page]
ASSIGNMENT OF INTANGIBLES
K:\CG\HB\Etnera1d CoveTooperation Agreement\Assign of Intangibles.doc
PERMITS
Any and all permits, licenses, registrations, certificates, approvals issued by, and on file
with, the City of Huntington Beach.
ATTACHMENT #2
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
FINANCE DEPARTMENT
TO: FRED A. WILSON, CITY ADMINISTRATOR
FROM: BOB WINGENROTH, DIRECTOR OF FINANCE
SUBJECT: FIS 2008-09-14 APPROVE COOPERATIVE AGREEMENT BETWEEN CITY
AND AGENCY - EMERALD COVE SENIOR APARTMENTS
DATE: MAY 4,2009
As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Approve
Cooperative Agreement between City and Agency - Emerald Cove Senior Apartments."
If the City Council approves this action, the available fund balance of the General Fund will
increase by $3,313,000, while reducing the estimated available fund balance for the Low Income.
Housing Fund at September 30, 2009 $1,288,567.
BW/rs
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��M A�—W' - W �4
INITIATING DEPARTMENT:
Economic Development
SUBJECT:
Approve Cooperative Agreement between City and
Agency - Emerald Cove Senior Apartments
COUNCIL MEETING DATE:
May 18, 2009
RCA ATTACHMENTS
-STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Attached
El
Not Applicable
0
Resolution (w/exhibits & legislative draft if applicable)
Attached
El
Not Applicable
Tract Map, Location Map and/or other Exhibits
Attached
Not Applicable
z
Contract/Agreement (w/exhibits if applicable)
Attached
19
(Signed in full by the City Attomey)
Not Applicable
El
Subleases, Third Party Agreements, etc.
Attached
(Approved as to form by City Attomey)
Not Applicable
Certificates of Insurance (Approved by the City Attomey)
Attached
Not Ap licable
Fiscal Impact Statement (Unbudgeted, over $5,000)
Attached
171
Not Applicable
z
Bonds (if applicable)
Attached
El
Not Applicable
Staff Report (if applicable)
Attached
Not Applicable
Commission, Board or Committee Report (If applicable)
Attached .
F-1
Not Applicable
N
Find ings/Conditions for Approval and/or Denial
Attached
El
Not Applicable
z I
EXPLAMATMM FOR H[ISVMG ATTACHNEWS
REVIEWED
IRETURNED
FO".4RDED
Administrative Staff ')nnn
Deputy City Administrator (Initial)l
NIAC
City Administrator (Initial) my 1 , ! .
I
(
City Clerk I."" .", 'L'L:41
-'11
� r
I EXPLANATION FOR RETURN OF ITEM:
RCA Author: Sidney Stone