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Coultrup Development Company & Birtcher Real Estate - 1995-06-05
ATTEST: agency Secretary APPROVED AS TO FORM: - Stradling. Yocca, C rlson Sc Rauth, Agency Special Counsel Dated: By: t(/ Its: A Dated: APPROVED AS TO FORM: Counsel to the Property Owner By:7 Its: "PROPERTY OWPIER" R&A 03/2519"' ATTACHMENT 140. 9A 1927Q/2460/09 Page 9 of 9 4 84 Goa-b tcc.3c J STATEMENT OF ACTION OF THE CITY COUNCIL Council Chamber, Civic Center Huntington Beach, California Monday, June 5, 1995 A videotape recording of this meeting is on file in the City Clerk's Office. Mayor Leipzig called the regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach to order at 5:00 p.m. in Room 8-8. CITY COUNCILIREDEVELOPMENT AGENCY ROLL CALL PRESENT: Harman, Bauer, Sullivan, Dettloff, Green, Garofalo ABSENT. Leipzig •+a+aar+++•aa+rrr+a►raraaa+arwrraaarrr+•+aaawrrrrr•aawrra++aawrr+aaarr+ar+aarrraarr+•aaa++rra*rrrrawwwrawrrraaw Redevelo went Agency) Determination Of Agency Financial AbilitV To Perform Obligations Under Coultrup Companies et al - Disposition And Development Agreement - Main Pier Redevelopment Protect Area - Approved (600.30) The Clerk presented a communication from the Agency Executive Director regarding the Redevelopment Agency's obligations under the Disposition and Development Agreement between the Agency and Coultrup Companies approved on July 6, 1993. The following communications announced earlier in the meeting by the City Clerk on this item were received and distributed to Council after the agenda was printed: the Economic Development Department, a copy of the slide presentation entitled Main -Pier Phase II/Coultrup and a communication from Tom Rail dated March 20, 1995 in opposition to the proposed determination of Agency financial ability to perform obligations under Coultrup Companies et al Disposition and Development Agreement. The City Clerk announced that copies of the communications were available to the public pursuant to the Brown Act. Ray Silva, Acting Economic Development Director, and Keith Bohr, Assistant Project Manager, presented a staff report using slides regarding the need to make a determination that the Agency does not have sufficient funds available to complete all of its obligations under the Disposition and Development Agreement with Coultrup Companies. Councilmember Green asked what the appropriate follow up action would be, if it were possible to find a solution and still keep the determination in the Development Agreement. The Acting Economic Development Director stated that Deputy City Attorney DeLaLoza would report. Deputy City Attorney DeLaLoza reported regarding the Coultrup Disposition and Development Agreement and the need to make the determination that the funds are not available and then directing staff to analyze how that works with the rest of the language in the agreement and report to Council the options available. Page 2 - Statement of Action Discussion was held by Council and staff regarding the need for the financial determination future negotiation strategy increased costs of redevelopment projects the Orange County Bankruptcy recent reduction in the tax increment in the Main Pier area reduction in assessed valuation of the Waterfront Project and deterioration of the financial condition of the Agency over the past few years A motion was made by Bauer seconded by Green to make a determination that the Redevelopment Agency does not have sufficient funds available to complete all of its obligations under the Disposition and Development Agreement and direct staff to return with the appropriate follow-up action The motion carried by the following roll call vote AYES Harman Bauer Sullivan Dettloff Green NOES Garofalo ABSENT Leipzig Mayor Leipzig adjourned the regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach ATTEST /s/ Connie Brockwa City Clerk/Clerk STATE OF CALIFORNIA ) County of Orange ) ss City of Huntington Beach ) /s/ Connie Brockway City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach California /s/ Victor Leipzig Mayor I Connie Brockway the duly elected City Clerk of the City of Huntington Beach California do hereby certify that the above and foregoing is a true and correct Statement of Action of the City Council of said City at their adjourned regular meeting held on the 5th day of June 1995 Witness my hand and seal of the said City of Huntington Beach this the 15th day of June 1995 City erk and ex -of ,io Clerk of the City Council of the City of Huntington Beach California t P Council/Agency Meeting field: Dcfetrcd/Continued to: 1/4 v0 —?,!;" t] Approved O Conditionally Approved ❑ Denied City Clerk's Signature Council Meeting Date: October 16, 1995 Department ID Number: ED 95-35 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: Honorable Chairman and Redevelopment Agency Members SUBMITTED BY: Michael T. Uberuaga, Executive Director 6,A� PREPARED BY: David C. Biggs, Director of Economic Development SUBJECT: Coultrup Disposition and Development Agreement Statement or issue, Funding Source, Reconancwded Anton, Altenwtive Aetton(sl AnalysLs, Eavlronmental Status. Amchment(s) r.tat7ement or Kam: The Agency currently has an approWd Disposition and DevelopmenAgree and a Conditional Use Permit for the two -block project bordered by Pacific Coast Highway, Main Street, Fifth Street, and Walnut Avenue. The project consists of 80 condominium units and 40,000 square feet of retail/restaurant/office space on Block 105. The issue before the Agency is whether or not to terminate the Disposition and Development Agreement. Recommended Action: Motion to: Continue consideration of termination of the Disposition and Development Agreement to the City Council/Redevelopment Agency meeting of November 20, 1995. An:llvsis: The Redevelopment Agency previously continued the hearing from its meeting of August 7, 1995 to September 18, 1995. It is now proposed to have it continued again to the meeting of November 20, 1995. Staff and the Agency's legal and financial consultants continue to negotiate %%ith the developer in an effort to structure a revised DDA that will accomplish the Agency's direction for the project. Fnvironmental Status: N/A 16y Cleric's ,page Number 1j 114 RCA ROUTING SHEET INITIATING DEPARTMENT: Administration SUBJECT: Coultrup DDA COUNCIL MEETING DATE: October 16, 1995 RCA ATTACHMENTS STATUS Ordinance wlexhibits & legislative draft if applicable) Not Applicable Resolution w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) (Signed in full b the Cit Attorne Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement Unbud et, over $5,0001 Not Applicable Bonds If applicable) Not Applicable Staff Report if applicable) Not Applicable Commission, Board or Committee Report if applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk EXPLANATION FOR RETURN OF ITEM: kw) Council/Agency Meeting Held: Deferred/Continued to: /a 0 Approved 0 Conditionally Approved O Denied City Clerk's Signature Council Meeting Date: September 18, 1995 Department ID Number: ED 95-33 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: Honorable Chairman and Redevelopment Agency Members SUBMITTED BY: Michael T. Uberuaga, Executive Director WrJ PREPARED BY: Ray Silver, Assistant City Administrator/Acting Economic Development Director SUBJECT: Coultrup Disposition and Development Agreement Statement of issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: The Agency currently has an approved Disposition and Development Agreement and a Conditional Use Permit for the two -block projected bordered by Pacific Coast Highway, Main Street, Fifth Street, and Walnut Avenue. The project consists of 80 condominium units and 40,000 square feet of retaillrestauranUoffice space on Block 105. The issue before the Agency is whether or not to terminate the Disposition and Development Agreement. Recommended Action: Motion to: Continue consideration of termination of the Disposition and Development Agreement to the City Council/Redeveloment Agency meeting of October 16, 1995. Analysis: The Redevelopment Agency continued the hearing from its meeting of August 7, 1995, to September 18, 1995. It is now proposed to have it again continued to the meeting of October 16, 1995. At the meeting of June 5, 1995, the Agency, as per Section 210(1)(XI) of the DDA, determined that the Agency does not have sufficient funds available to complete all of its obligations under this agreement. Based upon this finding, the Agency needs to determine whether or not to terminate the DDA as per Section 210, subsection (1), page 30. The benefits of the project are that the City/Agency, through the approved DDA and CUP for this project, obtain new and larger buildings on Block 104, and will see 80 residential units on Block 105. It will also have additional office space and visitor -serving commercial provided in the larger buildings provided on Block 104. �i REQUEST F6R REDEVELOPMENT AGEN6 ACTION MEETING DATE: September 18, 1995 DEPARTMENT 1D NUMBER: ED 95-33 The difficulty for the Agency to go forward with the project is contained in the Financial Condition Report from the Director of Finance, reports from the City's financial and economic consultant dated June 29, 1995, and amendments to the Summary Report prepared pursuant to Section 33433 of the California Community Redevelopment Law on the Disposition and Development Agreement by and between the Redevelopment Agency of the City of Huntington Beach, Coultrup Companies, Main -Pier Phase 11 Partnership, and Birtcher Real Estate Limited. This latter document analyzes the financial issues involving the project at the time of the DDA approval and today. In summary, the project costs have been and are estimated to increase a minimum of $1,335,000, and the project revenues (in present value) are expected to decrease by approximately $715,000. The increased costs are the result of the following changes: 1) The acquisition of the Wimpi's property went from an estimated $630,000 to an actual of $1,080,000 (for an increase of $450,000). (2) The original cost estimate to construct the offsite improvements increased from $100,000 to a conservative estimate of $585,000. (3) The affordable housing cost is now estimated at $400,000, whereas no cost estimate was contained in the original Report 33433. This brings the total estimated net cost to the Agency to be $5,496,978 from the originally projected cost of $3,446,978, or an increase of $2,050,000. The Main -Pier Redevelopment Project Area is in a deficit position and has had to obtain money from the Huntington Center Redevelopment Project Area to fund its obligations. There are no other guaranteed sources of Agency funds that could be used to cover the minimum projected shortfall other than possible City funds or future Agency tax increment. Finally, the Finance Director's report reveals that the current Agency debt of $117 Million would require a $10 Million per year project to fully amortize such debt by the year 2018. Environmental Status: NIA City Clerk's Page Number RAACOULT.DOC -2- 09112195 1212 PM M RCA ROUTING SHEET INITIATING DEPARTMENT: Administration SUBJECT: Coultrup DDA COUNCIL MEETING DATE: September 18, 1995 RCA ATTACHMENTS STATUS Ordinance wlexhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map andlor other Exhibits Not A2plicable Contract/Agreement (wlexhibits if applicable) (Signed in full by the gLty Attorney) Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attome Not Applicable Financial Impact Statement Unbud et, over $5,000 Not Applicable Bonds If applicable) Not Applicable Staff Report If applicable) Not Applicable Commission, Board or Committee Report If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk EXPLANATION FOR RETURN OF ITEM: MEETING DATE: August 7, 1995 DEPARTMENT ID NUMBER: � i � � (',erg ' • 7t>± q �, g -q 5 �-C Council/Agency Meeting Held: August 7, 1995 Deferred/Continued to: I-1 R "Q5 O Approved ❑ Conditionally Approved t] Denied City Clerk's Signature August 7, 1995 Department ID Number. CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: Honorable Chairman And Redevelopment Agency Members SUBMITTED BY: Michael T. Uberuaga, Executive Diree s �- PREPARED BY: Ray Silver, Acting Director Of Economic Development SUBJECT: Coultrup Disposition & Development Agreement Statement of Issue, Funding Source, Recommended Action, Alternative Action, Analysis, Environmental Status, Attachments) Statement of Issue: The Agency presently has an approved Disposition and Development Agreement and a Conditional Use Permit for the two -block project bordered by Pacific Coast Highway, Main Street, Fifth Street, and Walnut Avenue. The project consists of 80 condominium units and 40,000 square feet of retail/restaurant/office space on Block 105. The issue before the Agency is whether or not to terminate the Disposition and Development Agreement. Recommended Action: That the Agency terminate the Disposition and Development Agreement as per Section 210, Subsection (1), pg 30 and approve Resolution # 1 b Analysis: At the June 5, 1995 meeting, the Agency, as per section 210(1)(XI) of the DDA, determined that the Agency does not have sufficient funds available to complete all of its obligations under this agreement. Based upon this finding, the Agency needs to determine whethe., or not to terminate the DDA as per Section 210, Subsection (1), pg 30. The benefits of the project are that the City/Agency, through the approved DDA and CUP for this project, obtain new and larger buildings on Block 104 and will see 80 residential units on Block 105. It will also have additional office space and visitor serving commercial provided in the larger buildings provided on Block 104. The difficulty for the Agency to go forward with the project is contained in the attached July 14, 1995, Financial Condition Report from the Director of Finance and reports from the City's financial and economic consultant dated 0011659.01 2- 081011959. AM q 3 REQUEST�611 REDEVELOPMENT AGENCY ACTION MEETING DATE: August 7,1995 DEPARTMENT ID NUMBER: June 29, 1995, and the amendments to the summary report prepared pursuant to section 33433 of the California Community Redevelopment Law on the Disposition and Development Agreement by and between the Redevelopment Agency of the City of Huntington Beach, Coultrup Companies, Main -Pier Phase Partnership, and Birtcher Real Estate Limited. This latter document analyzes the financial issues involving the project at the time of the DDA approval and today. In summary, the project costs have been and are estimated to increase a minimum of $1,335,000 and the project revenues (in present value) are expected to decrease by approximately $715,000. The increased costs are the result of the following changes: 1) The acquisition of the Wimpy's Property went from an estimated $630,000 to an actual of $1,080,000 for an increase of $450,000; 2) The original cost estimate to construct the off -site improvements increased from $100,000 to a conservative estimate of $585,000; and 3) The affordable housing cost is now estimated at $400,000 whereas no cost estimate was contained in the original 33433 report. This brings the total estimated net cost to the Agency to $5,496,978 from the originally projected cost of $3,446,978, or an increase of $2,050,000. The Main Pier Redevelopment Project Area is in a deficit position and has had to obtain money from the Huntington Center Redevelopment Project Area to fund its obligations. There are no other guaranteed sources of Agency funds that could be used to cover the minimum projected shortfall other than possible City funds or future Agency tax increment. Finally, the Director of Finance Report reveals that the current Agency debt of $117 million would require a $10 million per year project to fully amortize such debt by the year 201 B. Attachment(s): . 1- Resolution No. 2. Letter from Jon Coultrup dated July 24, 1995. 3. Letter from Voss, Cook & Thel dated July 27, 1995. 4. Letter of July 18, 1995, from Gail Hutton to interested parties and their attorneys. 3. Statement of Action from June 5, 1995, City Council meeting 6. Memorandum from Dan Viliella, Director of Finance, regarding Main Pier Project Area Financial Condition. 7. Keyser Marston Economic Analysis 8. Amendments to Summary Report 9. Letter from Jon Coultrup dated July 17, 1995 10. RCA from June 5, 1995, City Council meeting. 0011659.01 -3- 08101195 9:49 AM RESOLUTION NO. A RESOLUTION TO TERMINATE THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND COULTRUP COMPANIES, BIRCHER REAL ESTATE LIMITED, AND MAIN PIER PHASE 11 PARTNERSHIP WHEREAS, the Redevelopment Agency ("Agency"), Coultrup Companies, Bircher Real Estate Limited and Main Pier Phase 11 Partnership ("the Developers") entered into a disposition and development agreement which was approved by the Agency on July 6, 1993 ("D.D.A."), and Pursuant to subsection (A) of the D.D.A. at page 29, on June 5, 1995 the Agency determined: 'the Redevelopment Agency does not have sufficient funds available to complete all its obligations under the D.D.A. and direct(ed) staff to return with the appropriate follow-up action", and As a result of the Agency's June 5, 1995 action, a condition precedent to conveyance was "not satisfied or waived" within the meaning of Section 210 subsection 1, of the D.D.A. As a further result thereof, pursuant to Section 210 subsection 1, of the D.D.A. the °Agency may, at its option terminate the agreement and any escrow opened (t)hereunder", and The Agency, on August 7, 1995, held a duly noticed hearing and thus has given the developers notice and opportunity to be heard on whether the Agency should exercise its option to terminate the agreement, and The Agency has determined that the appropriate follow-up action to the June 5, 1995 determination set forth above, under all the circumstances, is to terminate the D.D.A., and Pursuant to Section 210, subsection 1, "In the event of such termination, neither party shall have any further rights or obligations to the other under this agreement with respect to the site." coulterm1811195 NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach hereby resolves as follows: Section 1: The Agency finds and determines that all the recitals above are true and correct. Section 2: That the D.D.A. shall be, and is hereby, terminated pursuant to the express terms hereinabove recited. Section 3: The Agency authorizes and directs the chairman and the executive director to execute any and all documents as may be determined by the Agency attorney to be necessary or appropriate to effectuate the within D.D.A. termination. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held thereof on the day of 11995. Chairman ATTEST. APPROV D S TO FORM: Agency Clerk REVIEWED AND AP OV D. Executive Director coulterml811195 +— Agency Attorney S_1.5r INITIATED AN"PPROVED: r of C Mtrup Companies 18281 Gothard, Suite 202 Huntington Beach, CA 92647 P.O. Box 1270, Sunset Beach CA 90742 (714) 3754733 Fax: (714) 3754735 July 24, 1995 _ Steve Kohler Economic Redevelopment City of Huntington Beach 2000 Main Street Huntington Beach, CA 92647 Re: Coultrup Company's financial feasibility solution for MPII Dear Steve: Enclosed is our proposal which would provide that -the Agency now has sufficient funds available to complete all of its obligations under the Disposition and Devclopment Agreement and therefore the NTH project is financially feasible. Our solution provides guarantees that will result in the capping of the Agency's remaining non -capped obligations. Further, our solution provides a loan to the Agency to the extent the Agency does not have the capital to complete all of its obligations under the Disposition and Development Agreement. Therefore there is no risk to the Agency that: a. it's cost will increase on the obligations it has agreed to b. it will not have sufficient funds to meet it's obligations c. it will not have revenue to repay a Coultrup/Birtcher loan from project revenue Ray Silver left message that after your review that you would forward our proposal to Kaiser Marston. I look forward to worldng with you so that on August 7,1995 the Council approves WIL 195-129 Concern: MPII Financial Solution Hover to fund the remaining Agency costs of S2,663,0007 Solution: COBREL will loan the Agency $413,000 so that the Agency has no further capital advances. Revenue: Land payment $1,800.000 Advance repayment S 200,000 State Clean Up Fund reimbursement S 250.000 CCIBREL loan to agency S 413-Od0 Total Revenue S2,663,000 Conn: How to eliminate future cost increases to the Agency? Solution: CGBREL will provide guarantees that will result in the capping of Agency's cost for the rernaWng non -capped ob3'sbations: a. Mite work estimated at $585,000 b. Affordable housing estimated at $400,000 c, Soils remediation estimated at $300,000 Result: Agency now has sufficient funds available to complete All of its obligations under the Disposition and Development Agreement. f rnsof a MITI Funding Sources for -Repayment of CCBREL Loan 1. Reimbursement from State GeanUp fw►d for WH $ 300,000 Part of a total of $990,000 that is available to be reimbursed to the City from the State Clean -Up Fund. 2. Tax Increment from NTH $1,005,000 Present Value based on $130,000 per year for 23 years. 3. Agency Profit Share $ 1303,000 Adjusted down to reflect an adjustment in average condominium sales prices. $ I,435,000 CCBREL loan to be available for the loan interest subsidy as needed. First revenues from the list above to be Used to repay MBREL. CCBREL Capped Cost Provisions 1. All guarantees by CCBREL that provide for capping of the Agency cost will provide that CCBREL contract for and oversee the work required. 2. AlI contracts and scope of work will be subject to Agency approval which shall not be unreasonably with held. 3. The Offsite guarantee is subject to design review board approval of a modification to provide for an alternate material for a small portion of Sth street and tl a Terry Buick alley only. All other offsite worst to be as approved. See Exlu'bit "A" R r i Agency cost to Complete the Main Pier H Project 1. CraccMollo Acquisition 5 99,000 Agency to pay estimated value of 10' strip of land lost - by Cracchiolo when he moves from 50' inside Pal lot to corner 40' lot 2. Loan Interest Subsidy 490,000 Agency to pay up to Ne over an interest rate of 8% on the Block 104 Property Owner's Take -Out Loan. Maximum possible pay out per year is estimated at S 100.000. 3. Downtime/Relocation 630,000 Agency's shark for downtime and relocation of businesses and tenants. Block 105 developer also contributes an additional $201,000. 4. Permit Fee Increases 200,000 * . Agency to pay increase in Building Department Fees should any occur during the 10 month period following approval of DDA S. SiteRemediation 259,000 * ** Capped by CC/BREL 6. Off Site Improvements 585,000 Capped by CC/BREL 7. Affordable Housing 400,000 Capped by CC/BREL Total Agency Costs S 2,663,000 Agency Revenues: 1. Developer Land Payment 1,800,000 2. Developer Advance Reimbursement 200,000 3. State Clean Up fund Reimbursement 250,000 4. Developer Gap Loan to Agency 413,000 Repayed through funding sources listed below. Total Agency Revenues S 296639000 Total Agency Revenuesl(Cost) 0 * Capped or at Guaranteed maximum Cost * • This is part of a total of $990.000 that is available to be reimbursed from the State Clean4Jp Fund. Developer uill guarantee costs above the reimbursement. MP11/AGNCYCST-NLS • ♦ T VJZ 1 "L�qS .� .. � . w S i •V+I+IIw+e►� `.. In . 1 1 -M►"� .�.. i � �rgrt• .!.• �. RAtX. 1 � 1 �'•� � -lawLi• I R 1•T ► • - 1 1 ` fi �. 1'„ �~ • •w ZV toilbow —.� ✓ /t M 1 3 - I - 11 , � 1. � N � • • 1 t � Y. a ,� fKra GYM + 1- � 4 IM .l�hll'�'�'�1I •,YS�. ,�. ;�' .(� K_11;j fi+13—�--••-,`1- 1, .,....... in +k 1 r,G,ti bl,adlr. •--, ,� 1� , , �►.11 ,w : M L . - .,. wA`.-.- . l•.•. ` iwwr s swr 1 «.. P.•• < 1 1 . avwr -Polo 4: ,atO erri�p�p ? Iawlr q h0� 1`IVi 'a 4.a1 • I'• � ,1• larw � �� '••.,.I..r ' +� . � '1• lorw •� V r� •� � [yy - 1 ( s [�d 1 yt�• 1v..+' .L 1 1 `fir n.l Ir �• !1 i � •1 � \;� • .�1ti' �. M as I.Plrl t Y/iPK \l�Ml �(♦ •� .h1� �.i1 �•t vw a `ice leRR•' .l .� 1 1 1 — { .r IaM I11.1 1W •�. J- MI 1 wlgal•M ~�•1�. • •F,..,s.l.a '.� .. �`e •/.•i..•-,.I .-f!`�Ta'.•r..-..y�11�'.�..�nl1.•d....._��/' st�� j. J ICES �ll��LSI ' nrvr.. Nw.os 11.6 r a rMrlwM 1/1. f �Of+4 *lfS� ►• mr Gv,�,at ..' i�+awnawr, tLmK o4 jai ari0. 1a, ►.4' i` �y- /W. la• ►R ►�d wdoorr. OkIM -%Ibar•1tg1.11a�.as•/1� ...� c#C,fIC•[dwSr ►tWY .�•••—• •.•••�• • ••.,wr•roel,an�4.ae•w.,_. • .• d FhC+FIG [[S+►ST �►W � • .. ..__.._ ti•1l1 a,a.a f►.rl 1/ feer• 1w/a.n M,•.a 11u1 aa• y • � � 1 •.. IfiR I .. isl -�� City of Huntington Beach i 2000 MAIN STREET CALI FORNIA 92M DEPARTMENT OF ECONOMIC DEVELOPMENT Office of the Director Housing Redevetopment Fax June 20, 1995 536"5582 536-5542 536-5582 (714) 375-5087 Jon CouItrup Coultrup Companies 18281 Gothard, Suite 202 Huntington Beach, CA 92647 Dear Jon: This letter is to confirm the information we requested from you by phone yesterday. Please provide me a written response to the following: 1. What is Coultrup Companies estimate of the cost to provide the required affordable housing for the Main -Pier Phase II/Coultrup project? 2. What is Coultrup Companies recommend source(s) of funding to pay the cost of providing the required affordable housing? 3. Will Coultrup Companies be walling to provide guarantees that will result in the capping of the Agency's costs for. off -site estimated at S585,000, and site remediation estimated an additional $300,000? Please provide your response by tomorrow, Wednesday, June 21, 1995. Thank you for your cooperation. Sincerely, Keith B. Bohr Assistant Project Manager KBB:dw xr. Michael T. Uberuaga, City Administrator Ray Silver, Assistant City Administrator Dan Bruening, Housing Rehab Manager Fe;th/ktter/Cou*620 •AB partment of Economic Development 2000 Main Street Huntington Beach, CA 92548 FAX: 714.375.5087 i[IT V 119111G ON IWO Date: 24 July 1995 To: Kathe Head at KM Fax: 213.622.5204 From: STEPHEN V. KOHLER Phone: 714.536.5457 Pages (including this cover page): Seven NOTIFY OPERATOR IF NOT PROPERLY RECEIVED Comments: Kathe - Jon says he's discussed this with you. He presented it to us this afternoon. He claims that this proposal with make the project financially feasible. True? Please call. See you soon CONFIDENMLTTY NOTICE Thls message is intended only for the use of the individual or entity to whisk it is addressed, and nary contain Information that is privileged confidentia4 and exempl from disxlo we under applicable law. !f the reader of this message is not the Intended redplent, yvou are hereby notified that ary dissemination. distributiom or enpying of this communication Is strldly prohibited rfyou have received this communication in error, please notify us lmmediately by telephone, and rehuw the original message to us at the above address via the U.& Postal Service. 71iankymul k-W. Gail Hutton cry A.70rney August 2, 1995 OFFICE OF CITY ATTORNEY P.O. Box 190 2000 Main Street Huntington Beach, California 92648 VIA FAX AND MAIL Raymond A. Lee, Esq. Voss, Cook & Thel 840 Newport Center Drive, Ste. 700 Newport Beach, CA 92660-6310 Re: Main Pier 11 Project DDA Dear Mr. Lee: M Telephone (714) $36-5555 Fax (714) 374-1590 This is to acknowledge receipt of your letter of July 27, 1995 and respond thereto. First, please be advised that the termination hearing scheduled for August 7, 1995 is governed by the express language of the Disposition and Development Agreement between the Redevelopment Agency, Coultrup Company, Bircher Real Estate Ltd. and Main Pier Phase II Partnership, approved on July 6, 1993 (the "DDA"). The 'financial feasibility condition" to which you refer in your last paragraph is found at subsection (xi) of the DDA, page 29, and has failed. The reason it has failed is that the happening of the event expressly mentioned therein has not occurred: "the agency shall determine... that the agency has sufficient funds available to complete ail its obligations under this agreement Therefore your statement that "Coultrup has provided the financial solution ... to remove the. . . condition' is incorrect in light of the express language of the DDA. Second: the termination hearing is scheduled because the "... agency may, at its option terminate the agreement..." pursuant to Section 210, subsection 1 of the DDA. S� u 0-/11(1 Session. Y1719r Page 2 812195 Re: Main Pier Phase II Although the agency may wish to consider the financial information attached to your letter of July 27, 1995, and will, I'm certain, consider the same in determining whether to terminate the agreement, please be advised that the "financial feasibility condition" has indeed failed notwithstanding such proposed "solution! Accordingly, absent a DDA amendment, any attempt to revisit the determination made by the agency on June 5, 1995 would in my view be of no legal consequence as to the failed condition under such DDA because the "window" of time available in the DDA was "within thirty (30) days of the approval of the Downtown Specific Plan." Such "window" has thus closed by its own terms, since the action of the Coastal Commission was more than thirty days ago.. Third: the agency determination of June 5, 1995 is clearly, according to the DDA, a determination in its "sole and absolute discretion." Therefore, in the absence of fraud, or corruption such discretion is simply not subject to debate. Finally, the Redevelopment Agency is a subdivision of the State of California and a public agency. Accordingly, please be advised that the DDA is a contract approved by the agency pursuant to Health & Safety Code §33125. 1 have no authority to amend the DDA nor does any other public officer or employee. "Persons dealing with a public agency are presumed to Know the law and are bound at their peril to ascertain and follow those procedures necessary to enter into a binding contract! Seymour v. State of California 156 Cal. App. 3d 200. Your attention is invited to Huntington Beach Redevelopment Agency Resolution #1 (attached for your convenience), which sets forth the procedures which the agency has adopted relative to matters of contract. Accordingly, any representation or request to provide further information by agencylcity officers and/or employees should in no way be construed as official action by the agency nor do such requests operate to amend the express language of the DDA. Finally, enclosed herewith is a copy of the resolution which will be adopted if the agency elects to terminate the DDA. mainpier Page 3' 812195 Re: Main Pier Phase II If you have any legal objections to the procedure or any substantive concerns relative thereto, please advise immediately in writing. Your anticipated cooperation is appreciated. Veryyours, ARTHUR DELALOZA Deputy City Attorney cc: Ray Silver, Assistant City Administrator Stefan Markowitz, BREL Redevelopment Agency Chairpersons and Members of the Board of Directors Stephen Kohler, Project Manager Jon Coultrup, Coultrup Companies Michael Uberuaga, City Administrator Gail Hutton, City Attachments: Huntington Beach Redevelopment Agency Proposed Resolution Huntington Beach Redevelopment Agency Resolution #1 Attorney mainpler kl.1 RESOLUTION NO. A RESOLUTION TO TERMINATE THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND COULTRUP COMPANIES, BIRCHER REAL ESTATE LIMITED, AND MAIN PIER PHASE II PARTNERSHIP WHEREAS, the Redevelopment Agency ('Agency'), Coultrup Companies, Bircher Real Estate Limited and Main Pier Phase 11 Partnership ('the Developers") entered into a disposition and development agreement which was approved by the Agency on July 6, 1993 ('D.D.A.'), and Pursuant to subsection (xi) of the D.D.A. at page 29, on June 5, 1995 the Agency determined: "the Redevelopment Agency does not have sufficient funds available to complete all its obligations under the D.D.A. and direct(ed) staff to return with the appropriate follow-up action', and As a result of the Agency's June 5, 1995 action, a condition precedent to conveyance was'not satisfied or waived' within the meaning of Section 210 subsection 1, of the D.D.A. As a further result thereof, pursuant to Section 210 subsection 1, of the D.D.A. the'Agency may, at its option terminate the agreement and any escrow opened (t)hereunder", and The Agency, on August 7, 1995, held a duly noticed hearing and thus has given the developers notice and opportunity to be heard on whether the Agency should exercise its option to terminate the agreement, and The Agency has determined that the appropriate follow-up action to the June 5, 1995 determination set forth above, under all the circumstances, is to terminate the D.D.A., and Pursuant to Section 210, subsection 1, '!n the event of such termination, neither party shall have any further rights or obligations to the other under this agreement with respect to the site.' couiterm/8/l /95 k✓ NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach hereby resolves as follows: Section 1: The Agency finds and determines that all the recitals above are true and correct. Section 2: That the D.D.A. shall be, and is hereby, terminated pursuant to the express terms hereinabove recited. Section 3: The Agency authorizes and directs the chairman and the executive director to execute any and all documents as may be determined by the Agency attorney to be necessary or appropriate to effectuate the within D.D.A. termination. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held thereof on the day of , 1995. , , Chairman ATTEST: APPROV D S TQ FORM: Agency Clerk REVIEWED AND APPROVED: Executive Director coulterm1811195 Agency Attorney F_ t- tir INITIATED AND APPROVED: Director of Economic Development RESOLUTION NO. 1 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH FIXING THE TIME AND PLACE OF REGULAR MEETINGS, APPOINTING OFFICERS AND PROVIDING FOR USE OF SERVICES AND FACILITIES OF CITY DEPARTMENTS The City Council of the City of Huntington Beach, acting as the Redevelopment Agency of the City of Huntington Beach, does hereby resolve as follows: SECTION 1. That regular meetings of said Redevelopment Agency shall be held every first and third Monday of each month at the hour of 7 p.m. in the Council Chambers in City Hall, 2000 Main Street, Huntington Beach, California, and that in all respects meetings of said Redevelopment Agency shall be governed by and be in compliance with the Ralph M. Brown Act (California Government Code Sections 54950 et seq.). Except as otherwise provided by the Community Redevelopment Law (California Health and Safety Code Sections 33000 et seq.), the rules of procedure for the City Council as set forth in the Charter of said City shall also apply to the City Council acting as the Redevelopment Agency insofar as such rules can be made applicable. SECTION 2. The Mayor of the City of Huntington Beach shall act ex officio as the Chairman of said Agency. SECTION 3. The Vice Mayor of the City of Huntington Beach shall act ex officio as the Vice Chairman of said Agency. SECTION 4. The City Clerk of the City of Huntington Beach shall act ex officio as the Secretary of said Agency. SECTION 5. The City Treasurer of the City of Huntington Beach shall act ex officio as the Treasurer of said Agency, and shall keep the moneys of said Agency in the City Treasury but 1. DPB:ahb separate and apart from moneys of the City. SECTION 6. Tho City Attorney of no city or llunt ington Beach shall act ex officio as the legal adviser to the Agency except that the Agency may employ special counsel to handle specialized legal work. Such special counsel shall cooperate with and report -to the City Attorney, SECTION 7. The City Administrator of the City of Huntington Beach shall act ex officio as the chief executive officer of said Agency and as such shall be responsible for the administration of such Agency business as by law is not required to be directly administered by such Agency. SECTION 8. Pursuant to California Health and Safety Code Section 33128, for the purposes of the Agency, it shall have access to the services and facilities of the Planning Commission, the City Engineer, the Finance Department, and other departments and offices of the City. SECTION 9. The City of Huntington Beach may charge the Agency the reasonable value of services rendered by City staff to the Agency, and Agency shall pay to the City upon demand re- bursement for such services at such time or times as the Agency has funds available for this purpose. Such reimbursement moneys shall be deposited in the General Fund of the City. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the lst day of March, 1976. Chairman ATTEST: APPROVED AS TO FORM: 2. APPROVED AS TO CONTENT: APPROVED, INITIATING DEPARTMENT: Chief Executive Officer NO FISCAL IMPACT ✓ FISCAL IMPACT -- BUDGETED FISCAL IMPACT -- NOT BUDGETEDt-- REQUIRES FINANCIAL IMPACT REP' PT.=. 3. Ren . No. 1 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) I, ALICIA M. WENTWORTH, Secretary of the Redevelopment Agency of•the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 1st day of March , 197 6 , and that it was so adopted by the following vote: AYES: Members: Bartlett, Wieder, Coen, Duke, Gibbs NOES: Members: None ABSENT: Members: _. Matney. Shipley, Secretary of the Redevelopment Agency of the City of Huntington Beach 1011 WJ9Z:E0 S6-LO-60 III nold RECEIVED .try CLEnN 11UNr1N Ctry OF CtQIt 6F4CH. CALIF, ►�uc 7 129 PH 135 DEAR COUNCIL it+LEMBERS, I AM WRITING YOU IN REGARDS TO THE MAIN PIER PHASE H COULTROP CONDO PROJECT. PLEASE DON'T GIVE AWAY ANY MORE LAND TO GREEDY DEVELOPERS FOR FREE. PREVIOUS COUNCILS HAVE ALREADY GIVEN AWAY ENOUGH PRECIOUS OCEAN FRONT PROPERTY. I' VE BEEN TOLD THAT THE COULTROP PEOPLE ARE ONLY PAYING $1,800,000.00 FOR A WHOLE CITY BLOCK OF LAND FACING THE OCEAN. MY SON IS AN APPRAISER AND HE TOLD ME THAT LAND IS WORTH AT LEAST $ I O,OM,000.00 , EVEN IN THESE HARD ECONOMIC TENIES. PLEASE PUT ALL OF THE PEOPLE OF HUNTINGTON FIRST, DON'T GIVE LAND AWAY TO A QUESTIONABLE DEVELOPER. THESE ARE HARD ECONO.NUC TIMES VIE CAN'T AFFORD TO MAKE THE SAME NUSTAKES OTHER COLrNCMS HAVE MADE IN THE PASSED. BLANCHE DODGE HUNITNGTON BEACH It n �'oo CITY OF HUNTINGTON BEACH 200 MAIN STREET HUNTINGTON BEACH,CA 92648 ATT: CITY CLERK DEAR CONNIE, PLEASE DISTRIBUTE THIS LETTER TO ALL COUNCIL MMMERS FOR THEIR AUGUST SEVENTH MEETING. THE COULTROP MAIN PIER PHASE II PROJECT. THEY WILL HAVE A STUDY SESSION AT FIVE P.M. I THINK ITS F-1 ON THE AGENDA. THANK YOU, RON WALKER r f M CITY OF HUNTINGTON BEACH 2000 MAIN ST. HUNTINGTON BEACH, CA 92646 ATT: REDEVELOPMENT AGENCY SUBJECT: JWN P119 P=$ jU MEMBERS; VICTOR LEIPZIG, DAVE SULLVAN, RALPH BOWER, SHIRLEY DETTLOFF, PETER GREEN, AND TOM HARMAN. PLEASE DON*T FALL FOR COULTROPS LIES ABOUT THE FINANCIAL FEASIBILITY OF THE CONDO PROJECT. BEFORE HE CLAIMED BANKRUSPY ON OUR PROJECT HE PROMISED US THE WORLD. WE LOST MILLIONS OF DOLLARS. BY THE WAY, WHY DID MIKE ADAMS AND BARBARA KISER SELECT JON COULTROP ANY? EVERY TIME JON COULTROP GETS IN TROUBLE ON A PROJECT HE BLAMES HIS FATHER FOR IT. AS YOU PROBABLY KNOW HE FILED FOR BANKRUSPY IN JANUARY OF THIS YEAR.(SEE ATTACHED) THE STATE OF CALIFORNIA WANTS TO CUT BACK MONEY THEY PAY TO THE CITIES, THE COUNTY IS IN BANKRUSPY, AND CITY EMPLOYEES ARE ALL CRYING FOR RAISES. WE CAN NOT AFFORD THIS PROJECT NOW. COULTROP DOES NOR EVEN LIVE IN HUNTINGTON BEACH. HE'S BROKE, AND ITS OBVIOUS TO EVERYONE THIS OCEAN FRONT PROPERTY IS WORTH MILLIONS OF DOLLARS MORE THEN COULTROP IS TRYING TO STEAL IT FOR. SHIRLEY DETTLOFF WAS RIGHT ON TRACT WHEN SHE TURNED THIS PROJECT DOWN, AT THE PLANNING COMMISSION LEVEL. PLEASE ASK YOUR STAFF WHY THE LANES PROPERTY WAS NOT INCLUDED IN THE MAIN PIER PHASE IX PROJECT. THE PLAN SHOWS ALL THE PROPERTIES ON MAIN ST. SET BACK FOUR FEET, EXCEPT FOR THE LANES PROPERTY ON THE CORNER OF RAIN ST.AND WALNUT. ALL OF MAIN STREET IN THIS PROJECT WILL BE WIDENED EXCEPT FOR THE LANES PROPERTY WHICH WILL STICK OUT FOUR FEET TOWARD THE STREET. WHO DO YOU THINK IS RESPONSIBLE FOR THIS BLUNDER? RON WALKER HUNTINGTON BEACH �-1 of BANKRUffMS -Orange County companies that have filed for dissolution or reorganization in U.S. Bankruptcy Court in the past 30 days. Chapter 7 is liquidation, Chapter 11 and Chapter 13 are reorganization. Key: dba — doing business as; fdba — fomserly doing business as; aw — asso• cfated with; faw — formerly associated with; aka — also known as. ► SI&W Conwrierce Grater Business: real estate development Petition signed by: Jack Dempsey Location: Newport Beach RM9, Chapter 11 Date: Jan. 12 Assets: $2,150.943 Liabilities: S1,802,429 Casa nrm4w- 10310 tw ► OmftW Oftolk writ Company Rusirsest: developmeM of land and construction ftdtkm signed by: Jon Coultarp WOW": Cypress FIlMrq: Chapter 7 Date: Jan. 13 Assats: 0 Liabilities: S2,82S358 Carle rRN be: 10431 JB ► chong Ka %lino, sottone gleaners Business: dry cleaning Petition skned by: Chong K. Kim and Kim LocAtkm: La Palma Ffiirsg: Chapter 7 Date: Jan, 13 Assets: $24,150 Liabilities: $315.251 Case rKm ber:1%01 LR 11- Sorg Chu Ahn Business: real estate Petition signed by: S" Chu Ahn Location: Irvine Filing: Chapter 7 Date: Jan. 13 Assets: $50,000•:99.000 • . • tJabilities; S 50=S a.000 — Case number. 10427 JR ;!'! ;:: rl�,,�'!tr]! 11:�1��.'!�� IIti3i�t� ,• i,�,:! � tl! �r,�r The Orange County Ree0er O.C. DATA momay, Jf1.n. 23,. ► Teams Repro Inc. , "[8� number!-i0S1QlB �_ , . Business: reprographics ► Enterprise Developrimm Co. Petition signed by: Foad E. Brahimi Business• developer Location: Irvine Petitions signed by: Torn Horowitz filing: Chapter 11 Date: Jan.17 Location: Anaheim Assets: S1DD.OW$499,000 Filing: Chapter 11 Date: Jan.17 Liabilities: $100,000.5499,0n0 Assets: S1�00,000 Case number: 10487 JR 9I.Ka — *1 ,130,354 Case n n bw: 1051618 ► Carf Edward Weaves Business: electrical contractor signed Petition by: Carl Edward Weaver and Mary K. Weaver Location: Mission Vkjo ' Ming: Chapter 7 Date: )an. 17 Assets: S28S,540 L1abillitles: 1259.701 .r 1995 • BUSINESS P"DA Y FiRog: Chapter 7 Omit- Jan.18 ` •------ Assets: $69.7931iahilitirs: S534,691 Case number: 10534 JB ► trlliillam Rawdall Aims Business: accountingrta,r practice Pvddon signed by: William Randal! Alms and Jenae Mortensen Alms ,t ; Location, lake Forest Filing: Chapter 7 Date: Jam t8 Assets: $216,681 LiabrYrtim: S382.942Y, ► Navarro Assoc!Mw line.. a Ca+Yfar- Cos! number. 10555 JR,,,: _ , We ;,. . rate Corp. nJlba t3fficr 6rspaisrrrt Business: office -products distribution Petition signed by: Jeffrey L Balser Location: Brea ► EDO Corp., a Nevada Corp. Business: real estate and property management �• --x•- tocationst�[a +r filar Filing: Chapter 11 D Assets: S 1.000,000•S9.!'J'! liabiddes: $1,000Ji10a3S . mow. Case newber.10574 Jll -; ` ► Alarno4'+aa6oQy dJJI forma lir *W :a Business! real estate. Petition dpw yK lllrtilit motion: Newport Finis CArpler f l iAstbt ; ' Assets• nAL-. , Llabiliges: $1 can nrasear: 10517 • ... � .• ' - H•. T r �,►i•'y.+*ILA". ",',�''• " .a.. ut -n Y, .1 range Co. �. -.. . ad.. .,y, •r'_t , o ad to T i , Re:. cove•� ," r ,,,..r .�• ; r.;T�,tfi'�.rt,..�F�a�4■f ll, • uo%,a" n1n t1hp HA1f.14nur_" 'Weeknights I I II, 1 1111 Ill 1100 1 _ f Ou-03-95 I0:20PM FROM III TO CITY CLEAT Fo? x"f / 6mw �L e To v- +,', [ e, r0aie Pi —Alt" I;Wisll /*.5 AP4 401tIZ'e' � ? Gas •� � lS . f��eL .� �1 m � ►' o fd sip /e mr�e W/ 4 /,* ��•� � r�r�n `�.� :y- I rh rt��r o� � � �P�' r • ec-� . WAS la4-n is llvae?IlLe / el 12le ko; /�X!W-3e allevc-o-e -Ale- Ali��prc 'l,&l. ° CIL, uv jul. O.h 1595 Cam' of NUA7rNG1'aN L•"_f1i: C17Y U-03-95 10:20?1d FRO14 f f i Ea/WiSS: 13:4Z 714-374ya2 T4 CITY CLERK MAIN STREET 1�?L. f 03 FAGS 01 August 3,1995 (Ac t-a Bookk-eirping <AanaggMEd z11 r/, a4 1aLI CA a wn.+&i3Eon Bea.g, Cc-fi 9264S (714)374.0480 City of Huntington Beach, City Council Attu: Pat ,!ones For distribution to all council members Re: Support for Main Pier It Dear Council Members: As a resldent / business person and conoemed citizen of Huntington Beach, I am In favor of the Maln Pier 11 project (MPII). We need to clean up and finish the downtown area. The empty and blighted buildings are unsafe, This redevelopment process has been goinll on for over 15 years, the last five year with Couitrup Companies at subatential Investment of both time and money by the City, Coultrup and other parties. You have a contract in place and approved plans with all parties. Also California Coastal Commleaion'has ree ntiy approved the protect. Coultrup's resent proposal clearly makes tha MPII project !inane; ally feasible. Everything the City heeds from a redevelopment project Is achleved with MPI1. Pleastr do not miss this opportunity and approve the MPII project. Thank you for your friendship and support. Please call me if you have any questions. Youre truly, Thomas R. Wurzl �-1 t `08-03-95 10: 20PM FROY -111 08-01-1935 11 t 024't F 1 TEAM TO MY CI,ERX TO PO4 5305233 P.01 7SWA CONSTRUCTION J:dy 31, 1905 City Coundl City Of Huntington Bosch 2000 men street Huntington Beach. CA. 92843 Attn: Pat Jones Re: City Council meet.ng to terminate (MPII) Doar Ms. Jones, As a long time resident and business omen In Huntington Beach, I have watched the redevelopment process of the downtown area for many years now. One of ftse protects proposed by Cwt up Companies Is the Maln Pler 11 (MP11). The California Ca al Commission has "nVy approved INS project. I have been made aware that it City Council Meeting has been schedule to terminate this proposed project. I stmnoly disagree with this posiVon. Along wlih belrig final 4ally viable, the Increased Wes tax revenue from the now commercial and the purchestng power of the now occupants would obviously be a posltivo finanolal benefit for the City. I sliavly urge that you approve the MPII project. Wileh I t;elleve w111 ald in the on going proeess of cleaning up dowitown Huntington Beach. y, 6' rcluel Fein mm-cnU" �Dl l JUL s 11995 :1IY Of HU:NTINCTON 134ACH CITY COUNCIL OFFICE Q!� 1 LI A i16i O f"r' V W U-0J-95 10 20PM FROM ill TO CITY CLERK P05 RUG-2-7--19y5 1? 15 FROM LBUSD BO`rD AHX TO 1714S�b��ss r �t a� r I ty� ylA JIM 'C { f r { ' a IN l• I' If ' ' >♦� P I as Ir )� I, J,1' � Y Al and Chri�tt. �Gr4jiadb _ , 1 Hunt I; ngton BOCK CA 92650 AUgust 1, t"M ti I , City! of 4gtl7gtm , eijc Ity,,CpuncII ZOA>� Fla i r►'xStr,aa�� � � '`I'�Il}}yy1]E►�t del'$ � C/J?� ' � I � ) ,, l I ID ` Dejr Ciir,Counsl tt M6 + , t 4 „L fi►' are nqi� rev``egkv 0'f 8Unt3Wtpn-.9f&ch and We are very a V%Feed vou.t thle 664t>~ ued�{ilpc yemnt� that hxvd� OW oc�curing S a the 'powatmo 'reo'i� cArIi�is� 61ty the MPI1 pfoj rpt m+{, ,We �p copdirnec, �abbut Ue uCgon y rAa ci¢�kTt, up thi s efr e;B al �Vf L I ate t.f d p��Uy1 ftnd aaf ffa� torn, thfs �{e tiort at Huntington Beach Tho fva ari , 6 II ►'I d,b�3�'tte��4Eu i �h3{ >iedte an looppskgteltcy f,ot� t� S Ping aolmbo n a ta$d are;;m aryl, UMal £ ,,aanq' b l -hoft'less habi tot i In further, We t it At 10 mpgotdnnt U the flnpe repiAtA�ioil q£ the city whtah Wat v t@ `as i ,ic ' tM } Reafo PIA tb 'IF �, r in 44dtion ,y111f, to&,x i t ��v COMM tied `to nenevi ng the downtown scot f na', 4gn ' I, redeve l lrit ,Prat! t shQu i t bt p�tpedited and nbt de i ayeJd, �ProJealt "hao,0464 Inv t"ttdr yet �2 yopars end cturit�g the, last f F �av a ears,Coin tcujr'CownLea,,, the city df �'tt4tl�ngtOn BeaAh and rother )p'arvtes tr��a'alg>;ic' f¢�v to °1 used man+:+ aaivrbetaieol°4 t i a5t M7 nuto, pef ore, P it 10., gro4nlryw k 'bra$ to take p 1 Abe , it l We urgo YOU Cg Imove, j�to 4nd, v1 tl eh l XVp i` oroje'le� P i arts }' Vt beta pp a'�ed With 41 , pectbaentfja�r I#a and a, cQatract is In p3ace. Pl494ae cogiet de ay any fur her rlgr,.mlptr! chAnce tpr,anlYalnce the dQwnt4:Iwn sectFon of 1fi l: i ttf pn 2 +e�7 4 r $tsr r ,� ' �" P ►(r It ' �yVJ j IN�r t ,it �' + r.4 , 41 �C t opt to f Aij,46d �,t f 4I,�Jlada� 1 � It ' 14 Ur-0?-9�f 10 2ORM FROM 11' TO CITY CLERK F06 HUG-03-1995 17 17 FPCM LBUSD BOYD AN^ TO 17145365233 P 01 I f I I + I I I I in I I , '' r I l i l 1 I �, I t I w l+ 4 1 1 I i� �/ n l S4", L"g � i t O 7 7"'•� ��r p I } I{ 11 I I 3'10 dj{ 3 I I ( III I k l u + I .Fa, 310 437.24" I ++ 4 I t r r r I 1 I FAX 71 ANSMISSION COVER SKEtT- t I I I 1 o IIII � f t l I d, I 1 II } I I � I �.I�I Irll I 9i I y dl I 1 100 ly tl y t a w^j] �pl � FA 5,�,1 NC C I11�G+TAWSTool T PAGES, X PA CA" ,; 7126 I Iil I I I I 1 I I i + t I I III b IIh � IIII I I � 1 It t19 lu I � + 1f i IIII P a I I �I I I I+ �' ��� � fr�/j�}/ � I �� /,�►'�(�,rjlf� 4 �, I I� 1 I t kII 4 I 1 r p l II � I kl I �I I I f I I I I Y I� 14 + I d IIII 'LI I I 1 � I1I 1 II VQI``I I a} I y I P 1 ! Irk fi11111 ? it a lAfllplll II+ { it I ° + m p IIP II �4 �t�cf W-03-95 10:20PM FROM III 0 TO CITY CLERK ..X ol ffaNriN TOR Be (Ilull CITY livaNcib phony (714) 536.5553 Y'sX (714) 536•5233 TO: FAX NUMBER NUMBER OF PAGES. DATE- TIME FROM: TELEPHONE NUMBER now MAILING ^000tess 050. /OII Naga NCWp11T •CACI.CA 02666.0050 VOSS, COOK & THEL, A AAA Nt*%..r..ICLVCIMO LAW CCM O. TIO"b ATTORNEYS AT LAW SAO NEWPORT CENTER ORWE. SV1TE 700 ME WPORT REACH. CALIrORNIA 92860.6310 TELEPHONE (714) 720-0300 FAIC (714) 720•ISOa July 27,1995 Mr. Arthur De La Loza Assistant City Attorney CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, California 92647 Ile: Main Pieril Project ("MPII") Financial Feasibility Study Dear Mr. De La Loza: MICHAEL. H. VOSS ro-90 r C* 02920.000 In connection with the upcoming Termination Hearing scheduled for August 7, 1995, this letter, together with the enclosed attachments, will summarize the solution offered by Coultrup Companies ("Coultrup") to The City of Huntington Beach Redevelopment Agency's (the "Agency") position that there are now insufficient funds available to complete all of its obligations under the Disposition and Development Agreement (the "DDA"). This solution is, in part, derived by (i) a careful study of the overall project, (ii) an analysis of the documents provided by the Agency on July 20, 1995, and (iii) the prepare on of our response to :he June 20, 1995 letter -which you instructed Keith Bohr to forward to Coultrup requesting a one day response to issues which clearly required several weeks to adequately address. The proposed solution provides for certain guarantees that will result in the capping of the Agency's remaining non -capped obligations. Further, our solution provides a loan to the Agency to the extent the Agency does not have the capital to complete all of its obligations under the DDA with repayment of such loan from (i) increased tax revenues generated by the City from the Project, (ii) soils remediation reimbursement, and (iii) the Agency's profit share for the Project. As per Mr. Ray Silver's telephonic instructions left for me on Friday evening, July 21,1995, I am providing all this information to Steve Kohler. We understand that Mr. Silver has authorized Mr. Kohler to review this information and forward it r � � Mr. Ray Silver Assistant City Administrator CITY OF HUNTINGTON BEACH July 26,1995 Page 2 to the consulting firm of Kaiser Marston. Kaiser Marston will then analyze and report their findings to the Agency well before the August 7, 1995 termination hearing. This schedule is vital so that the Agency and City Council will have this information in a timely manner and can therefore move to ILol terminate MPH on Monday August 7,1995, and can in fact find that the Agency now has sufficient funds available to complete all of its obligations under the DDA and therefore find that hiPII is a financially feasible project. It is now clear that Coultrup has provided the financial solution that the Agency feels it must have in order to remove the financial feasibility condition. We look forward to a positive and affirmative response by the Agency. Very truly yours, Raymond A. Lee RAL:acm enclosures CC., Mr. Ray Silver Mr. Sefan Markowitz Redevelopment Agency and Chairperson and Members of the Board of Directors Mr. Steve Kohler Mr. Jon Coultrup RCV. HY : V C & T 7- 14 -05 : 9 : 30ANI 714.3754 WM- 7147201506: N 4 f - a:. r.liL-1 W.Lf �./ 114J1�/7f JJ ffln W V'7 MPH Financial Solution Concern: How to fund the remaining Agency costs of $2,663.0007 Solution: CUBREL will loan the Agency $413,000 so that the Agency has no further capital advances. Revenue: Land payment $1.800,000 Advance repayment S 200,000 State Clean Up Fund reimbursement S 250,000 CMREL loan to agency S—A 13-OW Total Revenue $2,663,000 Concern: How to criminate future cost increases to the Agency? Solution: CC/BR M- will provide guarantee's that will result in the capping of Agency's cost for the remaining non -capped obligations. a. OfPshe work estimated at $585,000 b. Affordable housing estimated at $400.000 c. Soils remediation estimated at $300,000 Result: Agency now has suf1 iciest funds available to complete all of its obligations under the Dlspotiiion and Development Agreement. Pnwtu RVV BY:V C & T + - - It : 7-24--05 : 3:30ANI : 7143754-73.5- 7147201508:0 5 .7u v1/L� %AJ. A 11 /L'fJIi!'ff." VJ AIPJI Funding Sources for Repayment of CCAIREL Loan 1. Reimbursement from State Clean Up fund for MPII $ 300,000 Part of a total of $990,000 that is available to be reimbursed to the City from the State Clean -Up Fund. 3. Tax Increment from MPn $1,005,000 Present Value basod on V30,000 per year for 23 years. 3. Agency Profit Share S 130,000 Adjusted down to reflect an adjustment in average condominium sales prices. $19435,000 MEREL loan to be available for the loan interest subsidy as needed. First revenues from the list above to be used to repay CClBREL. CC/BREL Capped Cost Provisions 1. All guarantees by CCA 3REL that provide for capping of the Agency cast will provide that MBREL contract for and oversee the work requ:rcd. 2. All contracts and scope of work will be subject to Agency approval which shall not be unroasonably with held. 3. The Mite guarantee is subject to design review board approval of it modification to provide for an alternate material for a small portion of 5th street and the Terry Buick alley only. All other off'ske. work to be as approved. See Exhibit "A" RCV BY: V C & T -r . • '_ . : 7-24 -0 i : 0:30ANI : 714-375173 5- 71472015013: N G au v�iZti cu. Li d L"9.0/iY 0JJ «an r/ w hip li Agency cost to Complete the Main pier I1 Praj eel 1. Craccitiollo Acquisition S 99,000 • Agency to pay estimated value or lu' strip of land lost by Cmcchiolo when he troves from Su' inside PCH lot to corner 40' lot 2. Loan Interest Subsidy 490,000 Agency to pay tip to 2% over an interest nue of $% on the Block 104 Property Ownces Tape -Out Loan. hiaxlmutn possible payout per year is estimated at $100.000. 3. DowntttaclMocatian 630,000 * Agcncy's share for downtime and relocation of businesses and tenants. Block 105 developer also contributcx on alliitlowd $201,000. 4. Permit Fee Increases 200.000 * Agency to pay increase in Building Department Foes should any occur during the 10 month period following approval ofDDA. S. Site Remedlatiton 259,000 * w* Capped by CGBREL 6. Off Site Improvements 585,000 0 Capped by CGBROL 7. Affordable Housing 400.000 * Capped by CMRFL Total Agency Costs S 2.663,000 Agency Revenues: 1. Developer Land Payment 1,800,0W 2. Developer Advance Reimbursement 2001000 3. State Clean -Up fund Reimbursement 250,000 4. Developer Gap Loan to Agency 413,000 R.cpayod through &nding sources listed blow. Total Agency Revenues S 2,663,000 Total Agency Revenues/(Cost) 0 + Capped or at Guaranteod maximum Cost *• This is part of a total of S990,000 that Is avallabte lobe reimbursed from ttic State Cican• Up Fund. Developer will guarantcc costs ebm the reimbursement. WIVAONCYCsrMS LO foe' cl A.4 La F ............ Lei L�71 ql. WWI •TW. W.4% FON" ,vA 14-4- -4 RL--FK--C&N;,r--M&YV n&. I., eF. u sn, kc%- ' ISY : C X T 7-24 -M : 9 : 32ANI 711 ZJW 4735y 714-7201508 : # 8 7:J V.�C.7 W.L.7 y f{7Jf J'ffJJ w{w W V�J o - 1j ' City of Huntington Beach !,f"':k'N 2040 MAIN STIR EET CAUFORNIA92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Office of the Director 536-5582 Housing 536-5542 Redevelopment 536-5582 Fax (714) 375-5007 June 20, 1995 Jon Coultrup Coultrup Companies 18281 Gothard, Suite 202 Huntington Beach, CA 92G47 Dear Jun: '1 his letter is to confirm the information we requested from you by phone yesterday. Please provide me a written response to the following: 1. What IS Coultrup Companies estimate or the cost to providr the required affordable housing for the main -Pier Phase H/Coultrup protect? 2. What is Coultrup Companies recommend source(s) of funding to pay the cast of providing the required affordable housing;? 3. Will Coultrup Companies be willing; to provide gwlritnic es that will result in tlic capping of the Agency's costs for: off -site estimated at SSRS,000, and site remediation estimated an additional S300,0007 1'leasr. provide your response by tomorrow, Wednesday, June 21, 199i. Thank you for your cooperation. Sincerely, geef /-f e—,. Keith B. Bohr Assistant Protect Nlunugcr K BB:dw kc-: Michael T. Uberuaga, City Administrator Ray Silver, Assistant City Administrator Dan Bruening . Housing; Rehab Manager xelth/le m/Coul462o DRUG USE ' lS as � ' �ptiuc,Q, Gail Hutton Cry Ar'ornq July 18, 1995 OFFICE OF CITY ATTORNEY P.O. Box 190 2000 Main Street Huntington Beach, California 92648 VIA FAX - (7141375-4735, Coultrup Companies (714) 720-1508, Raymond Lee, Esq. and/or by CERTIFIED MAIL Coultrup Companies P.O. Box 1270 Sunset Beach, CA 90742 Bircher Real Estate Limited 27611 La Paz Road Laguna Niguel, CA 92656 Main Pier Phase It Partnership do Coultrup Companies, General Partner P.O. Box 1270 Sunset Beach, CA 90754 Raymond Lee, Esq. The Law Firm of Voss, Cook R Theil 840 Newport Center Drive, #700 Newport Beach, CA 92660 Michael Leifer, Esq. Palmieri, Tyler, Wiener, Wilhelm & Waldron 2603 Main Street East Tower, Suite 13DO Irvine, CA 92714-6228 Telephone CM) 536-5555 Fat (714) 3741590 NOTICE OF HEARING ON INTENTION TO TERMINATE DISPOSITION AND DEVELOPMENT AGREEMENT Date: August 7, 1995 Time: 5:00 p.m., as pasted in agenda Place: Huntington Beach Council Chambers 2000 Main Street Huntington Beach, CA 92648 TO ALL ABOVE -CAPTIONED INTERESTED PARTIES AND THEIR ATTORNEYS: ddaterm �,1 Coultrup DDA Termination Hearing July 18. 1995 Page 2 PLEASE TAKE NOTICE that a hearing on the Agency's intention to terminate the Disposition and Development Agreement approved by the Redevelopment Agency of the City of Huntington Beach on July 6, 1993 ("DDA) is set for August 7. 1995 as set forth above. The legal basis for the proposed termination is set forth in Section 210, Subsection 1, as follows: In the event any of the Agency's conditions precedent to the conveyance are not satisfied or waived by the Agency within the time periods provided herein ... Agency may, at_its _option terminate the agreement and any escrow opened hereunder. In the event of such termination, neither party shall have any further rights or obligations to the other under this agreement with respect to the site ... (Emphasis added.) The specific condition precedent which has not been satisfied or waived is Subsection (xi) of the DDA, page 29, which reads as follows: The Agency shall determine, in their sole and absolute discretion, within thirty (30) days of the approval of the Downtown Specific Plan by the Coastal Commission, that the Agency has sufficient funds available to complete all of its obligations under this Agreement` Attached hereto is a certified copy of the minutes of the Agency meeting of June 5, 1995 wherein the condition precedent, at Subsection (xi), expressly failed. Such condition has therefore not been satisfied, nor has it been waived. The issue before the Agency is whether to exercise its option to terminate the DDA since the condition cited above has failed. The material and facts which form the basis for the proposed intention to terminate are available for review at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California, 92648, in the'Coultrup DDA termination' file. i You have a right to be heard on the sole issue of whether the Agency should exercise such option, since failure of the condition (Subsection xi) constitutes an adequate legal basis for termination of the agreement pursuant to the above cited Section 210, Subsection 1, of the DDA. Any written material which you would like the Agency to consider should be addressed to the Agency Counsel/City Attorney at the above address. Additionally, you will be afforded a reasonable opportunity to be heard at the hearing on August 7, 1995, during the study session portion of the agenda. ddaterm L� July 18, 1995 Page 3 Any questions should be directed to Arthur DeLaLoza, whose direct line is (714) 536-5620. Meanwhile, kindly acknowledge receipt of this notice by executing and returning, by fax, the attached form. Sincerely, GAIL HUTTON, City Attorney cc: Redevelopment Agency Chairperson and Members of the Board of Directors Michael Uberuaga, Executive Director, Redevelopment Agency Ray Silver, Assistant City Administrator Connie Brockway, City Clerk Z daaterm STATEMENT OF ACTION OF THE CITY COUNCILIREDEVELOPM ENT AGENCY Council Chamber, Civic Center Huntington Beach, California Monday, June 5,1994 A videotape recording of this meeting is on file in the City Clerk's Office. Mayor Pro Tern Sullivan called the regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach to order at 6:30 p.m. PRESENT: Harman, Bader. Sullivan, Dettloff, Garofalo (Green arrieved 5:15 p.m.) ABSENT: Leipzig liiff!l1111ff!!!11##!!!11#ff!!!liifff!l4ifflffiifif#!lffffflifiiff#lfffflf•#!lllfii!#111liffiii (Redevelopment Agengy) Determination Of Agency Financial Ability To Perform Obligations Under Coultrup Companies et al - Dispos€tion_And _Development Agreement - Main Pier Redevelopment Pro ect Area - Approved (600.30) A motion was made by Bauer, seconded by Green. to make a determination that the Redevelopment Agency does not have sufficient funds available to complete all of its obligations under the Disposition and Development Agreement and direct staff to return with the appropriate follow-up action. The motion tamed by the following roll tail vote: AYES: Harman, Bauer, Sullivan, Dettloff, Green NOES: Garofalo ABSENT: Leipzig Page 2 - Statement of Action 615/95 Mw Mayor Pro Tempore Sullivan adjourned the regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach. ATTEST: /s/ Connie Brockway _ City Clerk/Clerk STATE OF CALIFORNIA ) County of Orange ) ss: City of Huntington Beach ) /s/ Connie Brockway City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, Califomia /s/ Dave Sullivan Mayor Pro Tempore 1, Connie Brockway, the duly elected City Clerk of the City of Huntington Beach, California, do hereby certify that the above and foregoing is a true and correct Statement of Action of the City Council of said City at their regular meeting held on the 5th day of June, 1995. Witness my hand and seal of the said City of Huntington Beach this the I ft day of July,1995. /s/ Connie Brockway City Clerk and ex-officio Cleric of the City Council of the City of Huntington Beach, California 1. 3*ntaa FOJ. 'CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION 10N BEACH RECEIVED J U L 14 1WQ55 TO: RAY SILVER Assistant CityAdministrator''�'Gr"```�''°��5�Fc" � PL'-_•C •{'F;: �.::G;OFFICE FROM: DAN T. VILLELLA, Director of Finance SUBJECT: MAIN PIER PROJECT AREA FINANCIAL CONDITION DATE: JULY 14, 1995 In compliance with your request, we have reviewed information pertaining to the financial condition of the Main Pier Project Area. Information surveyed included: The Request for Redevelopment Agency Action dated June 5, 1995, Determination of Agency Financial Ability to Perform Obligations Under Coltrup Companies et. al., Disposition and Development Agreement (Main Pier Redevelopment Project Area; the Property Tax Increment Revenue Projections, as prepared by Vernazza Wolfe Associates, Inc.; the Economic Analysis: Phase it - Block 105 Condominiums as prepared by Keyser Marston Associates, Inc.; the Redevelopment Agency Financial Statements as of, and for the fifteen months ended September 30, 1994 as audited by KPMG Peat Marwick LLP; and miscellaneous other internally prepared and provided documents and schedules. The September 30, 1994, financial statements provide the most useful information regarding the financial status of the Redevelopment Agency since they are actual amounts that have been audited by an independent certified public accountant corporation. Most of the other sources of information are estimates and projections. These financial statements show that as of September 30, 1994, the Agency needs to provide an additional $117,511,000 to repay its entire debt. To fully amortize this debt over twenty-four years (to the year 2018), would require annual payments of approximately $10 million. The Main Pier Project Area's portion of this amount to be provided is approximately $88 million which would require an annual payment in excess of $7 million to pay this debt in twenty-four years. The Agency's primary source of revenue is tax increment. Vernazza Wolfe Associates, Inc., (VWA), reviewed historical assessed valuations for all of the project areas and projected future tax increment revenues through fiscal year 2003/04. Their projections for the Agency range from MAIN Pl'&.,) PROJECT AREA FINANCIAL C&OITiONS $4,355,380 for 1994/95 to $5,351,395 for the fiscal year 2003104. Projections for the Main Pier Project Area were $2,142,085 and $2,599,455 for the same years respectively. In-house cash flow projections shows that the Agency intends to disburse approximately $10 million more than is estimated to be received during the five year period ending September 30,1999. Main Pier is projected to disburse approximately $3,750,000 more than it is anticipated to receive. Material attached to the June 5, 1995, Request for Redevelopment Agency Action and subsequent schedules prepared by staff indicate that various material amounts of monies could be designated and used for the subject project. This would appear plausible since there are expected expenditures labeled as Discretionary and anticipated cash sources being dedicated to this project. It is difficult to evaluate the information prepared as projections or estimates. Such numbers often rapidly change within a relatively short time even if prepared by the same individuals. Review of the methodology, assumptions and known circumstances do not dictate that any material changes would be warranted. With the assumptions that these projections are materially accurate, the Agency would be able to proceed with this project. This is accomplished by the Agency's annual practice of increasing its total debt. The difference between being able to pay and being able to afford becomes the issue. The majority of the Agency's (and Main Piers) debts have no fixed repayment schedules. Because of minimal payments, the balance of this debt has steadily increased over the years. The Agency has not developed a repayment plan and it would be impracticable to support such a plan with an analysis of future payment sources. Hence, the City is now compelled to estimate which and how much of its advances to the Agency should be determined as uncollectible. Because the Agency and/or Main Pier Project Area will not be able to repay all of its present debts, it would not be prudent to increase debt, unless it was certain that the debt would cause generation of significantly more revenue than expenses, thereby allowing the Agency to pay more of its total debt then presently anticipated. The Keyser Marston Associates, Inc.'s, economic analysis and the California Committee's Redevelopment Law,.§33433 report indicate that the present project would not meet this criteria. The land presently owned by the Main Pier Project Area is of greater economic value than net value of completing the project. 0013324.01 -2- 07/14/95 12:45 PM MAIN Ply PROJECT AREA FINANCIAL COwUITIONS The Agency, in conjunction with the City, should review its outstanding obligations and determine which debts it will attempt to honor, and the projected timing of the repayments. After this effort, the Agency will be in a much better position to analyze the affordability of potential projects. �DAN T. VILL LLA Director of Finance DTV:skd cc: Robert J. Franz Art DeLaLoza 0013324.01 -3- 07/14195 12:24 PM KEYSER MARSTON ASSOCIATES INC. 500 SovrH CxAND Maws, Sum 1480 Los ANCRU, CALWORNIA 90071 213/622-8095FAx 213/622-5204 MEMORANDUM TO: Mr. Keith Bohr, Project Manager Huntington Beach Redevelopment Agency FROM: Keyser Marston Associates, Inc. SUBJECT. Economic Analysis: Phase li - Block 105 Condominiums DATE: .tune 29, '1995 Mvuou Jw. RiAL Emu FWAL POIx-r LM ANCan RKRAW L Bcym CALvw E. HotLM II KATHXM H.HEAD S.w D=o CQALo M. TRaus Rogm J. Wrrmm SM FiuN 3= Twonff C YRL-f YAa L4RI1 FUNK Dew I- C &ft In accordance with your request Keyser Marston Associates, Inc. (KW) has performed a financial analysis of the Block 105 condominium project to be developed by Coultrup Development Company (Coultrup). The purpose of the KMA analysis is to determine the financial feasibility of the project as currently proposed, given current construction costs, financing criteria and achievable market sales prices. In conducting the analysis, KMA performed market surveys of new attached projects and recent condominium resales for comparable projects in the vicinity of Block 105. Using a pro forma analysis, KMA calculated the developer profit generated by the project given the estimated development costs and the achievable market sales prices. In addition, KMA calculated the sales prices which would have to be achieved in order for the developer to receive an appropriate market return, and for the Agency to receive any participation revenues. Development Costs The development costs utilized In the analysis are based on the costs submitted by Coultrup and further verified by KMA in analyses conducted in 1992 and 1993. The major cost components can be summarized as follows: �W) Page 2 1. land acquisition costs total $1.8 million, based on the executed Disposition and Development Agreement (DDA). 2. Based on the site costs utilized in previous analyses, a $329,000 allowance was provided for off -site improvements. The site work costs have been estimated at $5,000 per unit fora total of $400,000. Demolition and site clearance costs are estimated at $196,000. 3. Building shell costs are estimated at approximately $71.50 per square foot of gross building area. • i � 4. Permits and fees costs are provided at $8,800 per unit. S. Interest during the 12 month construction period and 26 month absorption period (assuming 3 unit sales per month) are calculated assuming a 9% interest rate and a 12% return on equity, assuming WA of the costs are debt financed. As can be seen in Table 1, the direct construction costs for this project are estimated at $8.03 million. When the land costs; financing costs, and cost of sales are included, the total development costs are $15,305,000, or $191,300 per unit Market Survey New Protects iW1A surveyed new condominium developments in the coastal Huntington' Beach to determine the achievable sales prices and absorption levels. Kesiden6a! New Nome Trends was used to identify five condominium projects in Huntington Beach that are currently for sale or recently sold out The five projects are outlined on Table 2, and can be summarized as follows: Pierhouse condominiums are located at 1200 Pacific Coast Hwy. This 105 unit project was built in 1989 and was operated as an apartment rental project until 1993. Sales began in .tune of 1993 and the project sold out in March of 1995. The project averaged 4 to 8 sales per week until November of 1993, with an overall average sales rate of 5 units per month. The asking price of these units ranged from $139,900 to $197,900. However, it should be noted that the property is subject to an 85-year ground lease, which requires the unit owners to pay a monthly ground lease fee. This fee has a net present value cost of $29,900 per unit. Thus, the effective sales prices for the units range from $169,800 to $227,800 per unit. KEYS ER M ARSiOni Associp-T£S INC. `.) Page 3 • Pacific Park Villas is a 22 unit complex which began sales in October of 1994. Located at Talbert and Beach, this project consists solely of 2 bedroom units. The asking price of these units range from $174,900 to $209,900. These townhouse style units have sold at a rate of 1.8 units per month. The project has sold 14 of the 22 units. Surfcrest Is a 115 unit townhouse complex that opened In October of 1994. It is located at Seaport and Palm Avenue. The project consists of two and three bedroom units with asking prices ranging from $272,750 to $355,750. The project has averaged 3 sales per month since opening in October of-1994, and 24 of the 115 units have been sold. • Villa Milano Is a 33 unit complex located near Warner and Bolsa Chica. The project consists of 2 bedroom units, with asking prices ranging from $179.000 to $259,950. The project began sates in January of 1993 and 18 of the 33 units have been sold, at a rate of .6 units per month. Huntington Harbor Bay is a 36 unit complex located at Warner and Edgewater Lane. The project consists entirely of 2 bedroom units, and the prices for these single story flats range from $244,500 to $390,500. Located approximately 1/2 mile from the coast, this complex has views of Huntington Harbor and the ocean. Since opening in June of 1991, the project has sold units at a rate of .6 units per month and has sold 28 of the 36 units. Of the projects surveyed, the one bedroom units range in size from 800 to 1,000 square feet, and range in price from $198 to $228 per square foot The two bedroom units range in size from 1,250 to 2,160 square feet, and range In price from $125 to $181 per square foot. On a per square foot basis, Huntington Harbor Bay and Pierhouse has the most expensive units, with prices ranging from $159 to $228 per square foot. Of the new condominium projects surveyed, Pierhouse is considered the most comparable to the subject property due to the size of the units. location, and views. This project was absorbed an average rate of 5 units per month. Surfcxest and Pack Park are the newest projects to come on the market, and have experienced absorption rates of approximately 3.0 and 1.8 units per month, respectively. Condominium Resales iWIA also obtained resale information for five projects in close vicinity to the subject site, as shown on Table 3. Resale information was obtained from Pier Colony, Pierhouse. Townsquare, Huntington Bay Shore and Villas Del Mar. In summary, the survey indicates K EYSER M A RSTON ASSOCIATES INC. kwd Page 4 that one bedroom units have resold for $132,500 to $176,000, or $159 to $223 per square foot The two bedroom units have sold for $166,000 to $224,000 or $158 to $183 per square foot Subiect Site Pricing Based on the two market surveys, and assuming sales do not commence for two years, IUM projects the following prices for the project Price Square Feet Price I SF s i 1 BD + Den $168,000 838 $201 1 BD + Den $175,000 959 $185 1 BD + Den + View $185,000 959 $190 2 BD $195.000 1,076 $181 2 BD. $205,000 1,152 $178 2 BD + Den + View $230,000 1,290 $178 f MA projects that the achievable market prices wil for the proposed project It is assumed that the similar absorption rate to Pierside and Surfcrest, performance. For the purposes of this analysis, month is utilized. Sales Revenue and Profit Analysis I range from $168,000 to $230,000 proposed project will experience a which both achieved strong sales an absorption rate of 3.0 units per Based on the projected sales prices ranging from $168.000 to $230,000. the average unit price is $191,250. The total sales revenue is projected at $15.3 million, as shown in Table 4. As shown on Table 5, based on revenues of $15,300,000 and development costs of $15,305,000, the costs exceed the sales revenue by $5,000. Therefore, no profit is generated. Change in Project Economics The project economics and resulting conclusion regarding the projects financial feasibility profit level have changed since 1WIA's original analysis in August 1992. The original analysis projected that the developer would receive a profit of $3.2 million from the project The changes in the projects economic characteristics are: The achievable sales prices have declined since IWIA's 1992 analyses due to market factors. IWIA projected an average sales price of $237.000 per unit in August of 1992, versus the currently estimated average price of $191,250 per unit K EYSE R M ARSTON ASSOCIATES INC. LA �'W) Page 5 KMA had previously assumed an absorption period of 15 months, assuming safes of approximately 6 units per month. Based on the current absorption and sales rates of units in comparable projects, KMA has projected a 26 month sales period, which equates to average absorption of 3 units per month. Given the prolonged sales period, the interest calculated during construction and absorption has increased by approxmately ±$950,000. REQUIRED SALES LEVELS KMA performed an additional analysis to determine the sales prices that would have to be achieved to provide the developer with an adequate return given the inherent risk of the project. This was done by adding a 15°% threshold profit to the estimated development costs to arrive at the total project costs, which can be summarized as follows: Development Costs $15,305,000 Developer Profit @ 15% of Costs 2,295,000 Total Project Cost $17,600,000 Cost Per Unit $ 220,000 As can be seen in the table above, the units would have to sell for an average price of $220,000 for the project to achieve financial feasibility. if the achievable sales prices are any lower, the project would exhibit a feasibility gap and the developer would not receive a market rate profit. A participation formula is contained in the DDA which allows the Agency to share in the project's net profits. The participation fom3ula is based on the Agency sharing in 5010 of the net revenues after a 100A annual return on equity investment and a threshold profit of $3.2 million. The project would have to sell at an average sale price of approximately $231,000 per unit in order for the Agency to receive any participation income, which is calculated as follows: Development Costs $15,305,000 Threshold Developer Profit 3,200,000 Total Project Cost $18,507,000 Cost Per Unit $ 231,300 KE Y5E R MA RSTON ASSOCIATES INC. Page 6 CONCLUSIONS The preceding FM analysis indicates that at this time the proposed project is financially infeasible. This infeasibility is related primarily to the fact that the currently achievable sales prices are inadequate to support the full cost to develop the project, even before any consideration of deveioperl"ML Based on the current projections, the development costs are slightly higher than the sales revenues, and thus the developer is projected to receive no profit it is the KMA projection that the achievable sales prices would have to increase by 1 5% before the developer would receive an adequate return from the project It is dear from the preceding analysis that if the project is developed during the near -term, the Agency is not projected to receive any participation income from the project. In fad, the Agency would not begin to receive participation income until the sales prices increased by 21 % over the current projections. 95475.HT8 14066.0001 K E YSE R M A RSTON ASSOCIATES INC. TABLE 1 ESTIMATED DEVELOPMENT COSTS 80 CONDOMINIUM UNITS PHASE S43LOCK 10S HUNTINGTON BEACH, CALIFORNIA L LAND COSTS X P!RECT COSTS OFF-SITESANFRASTRUCTURE SRE WORK DEMOLITIONISITE CLEARANCE BUILDING SHELL SUB PARKING TOTAL DIRECT COSTS r r-,Kw 11 ALLOWANCE W UNITS ALLOWANCE SZ596 SF 66,500 SF $329.000 $5,000 IUNIT 400.000 196.000 $71.50 NSF 5,906,000 $18.00 /SF i.197.000 $8.028.000 III. INDIRECT COSTS ARCHITECTURE S ENGINEERING 4.0% DIRECT COSTS PERMITS & FEES 80 UNITS $8.000 KNIT TAXES a INSURANCE 1.6% DIRECT COSTS LEGAL NI, ACCOUNTING 1.5% DIRECT COSTS DEVELOPMENT MANAGEMENT 3.0% DIRECTCOSTS CONTINGENCY 4.0% DIRECT COSTS SECURITY DURING CONSTRUCTION ALLOWANCE MARKETINGISALES OFFICE ALLOWANCE MODEL DECORATION (NET OF RECAPTURE) TOTAL INDIRECT COSTS IV. FINANCING COSTS FINANCING FEES 25 POINTS INT DURING COSST d ABSORPTION 102% INTEREST TOTAL FINANCING COSTS V. COST OF SALES $321,000 704,000 120.000 120,000 241AW 321,000 50,000 100.000 150,000 S2127,000 SM000 2,497,000 S2.727.000 VL I TOTAL DEVELOPMENT COSTS $15,30CM PREPARED 8Y: KEYSER MARSTON ASSOCIATES. NC. - FLENAME: RES LAND=. 6r29r95: ELG TABLE 2 NEW CONDOMINtUM SALES SURVEY MAIN -PIER 11 BLOCK 105 HUNTINGTO14 BEACH, CALIFORNIA aOJ 1 Plerhouse 1200 Pacific Coast Hwy Huntington Beach 2 Pacific Park Villas Talbert 3 Beach Huntington Beach 3 Surfcrest Seaport 9 Palm Ave Huntington Beach TOTAL. DATE TOTAL UNIT UNIT BASE PRICE1 SOLD ABSORP DENSITY OOPgNE t Ni S MIX Sr F PRICE S�F TO DATE LUNITS/MOI U[ 1AC1 COMMENTS 5193 105 1811b 8D0 $130,900 $174,88 105 5.0 ' ' 35 • Pool, Spa, Clubhouse 1811b 1.000 187.900 187.00 Single Story Flats, Sub garages 10/lb 1.000 197.900 197.90 Converted from opts In'93. Subject to 85 year ground lease, with NPV of payments equal to $29,000. 10194 22 28Rb 1,460 $194,900 $133.49 14 1.8 WA Pool, Spa, Townhouse style 2Mb 1.400 174.900 124,93 Enclosed garages, Recently 20Rb 1.700 209,900 123.47 opened 4 Vllta Milano Warner & S Use Chico Huntington Beach 5 Huntington Harbor Bay N Warner Ave 3 W Edgewater Ln Huntington Beach 10194 115 M2.51; 2,030 $272.750 $134.36 24 3.0 N/A Pool, Spa, Townhouse style 3812.5b 2.140 280,450 131.05 Enclosed garages, Recently 3E12.5b 2,430 355,750 •1415.40 opened 28+D/2.5 2,150 322,750 150.12 1193 33 28Rb 1,253 ;179,000 $142.86 18 0.8 27 Pool, Spa. Clubhouse 2B12b 1,375 199,000 144.73 Additional storage areas 2812b 1.710 219,000 128.07 Single Story Flats, Sub garages 2Bnb 1,723 239,950 139.28 28nb 1,921 259,950 135.32 8/91 38 28nb 1,479 $255,500 $172.75 28 0.6 24 Ocean & Manna Views. 28r2b 1,535 244,500 159.28 Pool, Sauna, Spa, Clubhouse 28t2b 1,792 310,600 173.27 Single Story Flats. Sub garages 213/2b 2.101 390,500 180.70 SOURCE: Residential Trends, April of 1995 PREPARED " KEYSER MARSTON ASSOCIATES, M MENIIME: HB-COIrRPS.Q.a: MAW: ELO C C TABLE 3 RESALE CONDOMINIUM SURVEY MAIN -PIER 11 BLOCK 105 HUNTINGTON BEACH, CALIFORNIA DATE YEAR UNIT SALE UNIT PRICFJ DEVELOPMENT SITE ADDRESS Crry OF A tl AEI ICE SIZE f SF1 NSF_ 1 Pier Colony 200 PCH Huntington Beach 2M4 1989 18/1b $132,500 832 $150.25 2 Pier Colony 200 PCH Huntington Beach 51M4 1989 28/2b $225.000 1.250 $180.00 3 plot Colony 200 PCH Huntington Beach 9/94 1991 18/1b $136.000 827 , $163.24 4 Pierhouse 1200 PCH Huntington Beach 11194 1989 113/1b $162.000 778 $208.23 5 Plerhouse 1200 PCH Huntington Beach 12194 1989 1B/1b $178.000 789 $223.01 8 Townsquare 415 Townsquare Ln Huntington Beach 5194 1990 213/2b $194.500 1.147 $169.57 7 Townsquare 415 Townsquare Ln Huntington Beach 6/94 1989 28/1.5b $187.500 1,024 $183.11 8 Townsquere 415TownsquareLn Huntington Beach 7/94 1989 1811.5b $105.500 1,024 $181.82 9 Townsquare 415 Townsquare Ln Huntington Beach 8194 1989 18/1.5b $157.000 741 $211.8§ 10 Townsquare 415 Townsquare Ln Huntington Beach 10/94 1989 2B12b $185,000 1,019 $181.55 11 Townsquare 415 Townsquara Ln Huntington Beach 3195 1990 21312b $197,000 1,144 $172.20 i2 Villas flat Mar 606 Lake Street Huntington Beach 7194 1988 2B/2.5b $170.000 1,072 $158.58 13 Huntington Bay Shore 310 Lake Street Huntington Beach 5194 1989 1B/1b $154,000 745 $206.71 14 Huntington Bay Shore 430 Lake Street Huntington Beach 5194 1989 26/2b $1W.000 1,013 $183.87 15 Huntington Say Shore 400 Lake Street Huntington Beach 12194 1989 1811.5b $163,000 1.021 $159.65 C PREPARED BY KEYSER WASTON ASSOCIATES, M FILENAME: HSJC0W3nSWr2W: Et.0 TABLE 4 SALES REVENUES PROJECTION 90 CONDOMINIUM UNIT3 PHASE "LOCK 105 HUNTINGTON BEACH, CALIFORNIA L MARKET -SALES P-PJCg 1 BW BA + 1 DEN (1) 22 UNITS 1 BM BA+1 DEN +VIEW (1) 4 UNITS 1 BDM BA+1 DEN (1) 8 UNITS 2 BOa BA (1) 19 UNITS 2 BW BA (1) 19 UNITS 2 B012 BA + DEN (1) 8 UNITS $168.000 JUNI T S3.wom i185,000 A NIT $740.000 3170.000 KNIT $1.424,000 $195.0001UNIT $3,7W.000 S205,000 JUNTT $3,WG.000 S230000 !UNIT S1.M.000 w GROSS SALES PROCEEDS s15300,000 (1) The abeorpdon for the antim prod edh*ed at 3 tnb Per nw&L PREPARED BY. PENSER WPSTON ASSOCIATES. t;dC. RENAME: RES_LAND.XL.S: d1M. ELG TA13LE 5 DEVELOPER PROFIT CALCULATION 90 CONDOMINIUM UNITS PKASE 143LOCK 14S HUNTINGTON BEACtk CALIFORNIA L PROfrr-W CALCULATION GROSS SALES PROCEEDS` (LESS) DEVELOPMENT COSTS INCLUDING LAND 315=.000 tDtVF-Lopv:x. FRUIT 4.03% Of VALUE . -am% 61: COSTS PREPARM EY: KEYSER MARSTON ASSOCIATES, M FI EUVAC RES_XAP+ .=, &29M; ELO AMENDMENTS TO THE SUMMARY REPORT PREPARED PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, COULTRUP COMPANIES, MAIN PIER PHASE II PARTNERSHIP, AND BIRTCHER REAL ESTATE LIMITED A f On May 3, 1993, a summary report was filed by the Huntington Beach Redevelopment Agency 'Agency') pursuant to Section 33433 of the California Health and Safety Code. That report set forth certain details of the proposed Disposition and Development Agreement 'Agreement") between the Agency, Coultrup Companies, Main Pier Phase II Partnership (Property Owners) and Birtcher Real Estate Limited (BREL). The Agreement was executed by the Agency on .July 6,1993. The executed Agreement requires the Property Owners to develop the privately owned portion of Block 104, bounded by Main Street, Walnut Avenue, 5th Street and Pacific Coast Highway with a mix of commercial uses. The Agency must purchase the privately owned parcels on Block 105, bounded by 5th Street'. Walnut Avenue, 6th Street and Pacific Coast Highway to allow for BREL to construct 80 to 90 condominium units. The proposed residential and commercial development is located in the Main Pier Redevelopment Area in the City of Huntington Beach. Since 1993, the Agency has been fulfilling the Agency responsibilities defined in the Agreement. During the implementation process several of the Agency cost items have been higher than were originally projected, while the projected public revenues have declined from the original estimates. This amendment quantifies these changes, and presents a comparison of the costs/revenues projected originally. versus the current projections. For reference purposes, May 3, 1995 summary report is attached to this amendment. Agency Responsibilities The Agency responsibilities defined in the Agreement commence after the completion of the Block 104 development, and upon commencement of Block 105 development. The Agency responsibilities can be summarized as follows: Responsibilities Completed to Date 1. Before the execution of the Agreement, the Agency had assembled land on Blocks 104 and 105 at a cost of $3,944,478. 2. After the execution of the Agreement, the Agency acquired a third party parcel required for the assemblage of the Block 105 site. The site was acquired at a cost of $1,080,000. 3. Before the execution of the Agreement, the Agency funded demolition, toxic remediation and relocation costs totaling $573,500. 4. After the execution of the Agreement, the Agency funded toxic remediation costs of $41,000. & r 5. The Agency advanced $200,000 as a reimbursement for Block 105 predevelopment expenses. To date, the Agency has spent $5,024,478 to assemble the property necessary to develop the proposed project. The demolition, toxics remediation and relocation costs already incurred equal $614,500. When the Agency advance for predevelopment expenses is included, the Agency costs as of June 29, 1995 total $5,838,978. Outstanding Responsibilities 1. Exchange the Agency owned property, including 39.5 feet of street frontage, plus $99,000 for the Cracchiolo property that includes 50 feet of street frontage. 2. Complete the investigation and clean-up of toxics on the Agency -owned parcels on both Block 104 and Block 105, at an estimated cost of $259,000. 3. Finance the public improvements required for Block 104, and the off -sites required around the perimeter of the Worthy property, at an estimated cost of $585,000. 4. Compensate the Block 104 Property Owners and tenants for $630,000 in relocation expenses. 5. Pay any increased city permits and fees costs imposed between date of Agreement approval and ten months after the approval of the Downtown Specific Plan by the California Coastal Commission. The maximum cost cost exposure is $200,000. 2 V) 6. Fund the interest rate differential between 8% and the prevailing interest rate at the commencement of the Block 104 development. The maximum interest rate assistance is set at two percentage points. Assuming the maximum level of assistance is provided, the cost to the Agency is $490,000. 7. Provide housing units to meet the state mandated inclusionary housing requirements. Assuming seven lovdmoderate income and five very4ow income units are provided in an off -site location, the estimated costs are $400,000. The projected cost to complete the Agency responsibilities defined in the Agreement is $2,663,000. The resulting total implementation costs are $8,501,978. Thus, 67% of the required implementation costs have already been incurred. Agency CostfRevenue Comparison A, The following table compares the original Agency cost estimate to the current estimates. Current Estimate Land acquisition $5,123,478 Demolitionitoxics/relocation 1,503,500 Public improvements 585,000 Increased city permits & fees 200,000 Predevelopment cost advance 200,000 Interest rate buy -down 490,000 Affordable housing obligation 400,000 Total Cost $8.501.978 Original Estimate Difference $4,673,478 $450,000 1,503,500 --0- 100,000 485,000 200,000 —0- 200,000 —0- 490,000 --0- -0— 400,000 $7.166,978 $1.335,000 The Agency costs will be offset by the Block 105 land payment made by BREL, the repayment of the Block 105 predevelopment advance and the property tax increment revenues generated by the project over time. A comparison of the original projection of the revenues and net Agency costs versus the current projections follows: Land payment Advance repayment Property tax increment Total Revenues Net Agency Costs Current Original Estimate Estimate Difference $1,800,000 $1,840,000 $-0- 200,000 200,000 —0-- 1.005.000 1.72Q000 g15,000) $3,005,000 $3.720,000 ($715,000) $5,496,978 $3,446,978 $2,050,000 3 As can be seen in the tables above, the net Agency costs have increased by $2.050,000 since the original summary report was filed on May 3, 1995. This is attributable to a $1,335,000 increase in costs, and a $715,000 decrease in projected revenues. To date, the Agency has incurred $450,000 (34%) of the $1,335,000 in additional costs, with $885,000 left to be expended (66%). Summary The Agency has been fulfilling the responsibilities detailed in the Agreement since 1993. To complete the responsibilities, the Agency must complete the land assemblage and toxic remediation; eonshKA public improvements; provide relocation assistance to Block 104 Property Owners and tenants; pay any increase in the city permits and fees costs; and fulfill the affordable housing obligation associated with the proposed residential development. These outstanding cost items have a projected cost of $2,663,000. Overall,,the Agency costs associated with the proposed project total $8,501,978, of which $5,838,978 (690/0) have already been funded. Based on current market and financial conditions, it is projected that the net present value of the public revenues will total $3,005,000. As a result the net Agency costs to implement the proposed project are $5.496,978. For reference purposes, the public cost associated with abandoning the project has also been projected. To date, the Agency has spent $5.838,978 to implement the project if the project was abandoned and no alternative development was attracted, there would be no public revenues to offset the costs. Thus, the Agency costs associated with a 'no development' option would be approximately $342,000 higher than the net costs associated with implementing the proposed development. However, at such time as the land holdings already assembled by the Agency were sold, public revenues would begin to accrue to the Agency. 4 TABLE 1 ESTIMATED DEVELOPMENT COSTS 60 CONDOMINIUM UNITS PHASE I -BLOCK 105 HUNTINGTON BEACH, CALIFORNIA L LAND COSTS ACQUISTION S1,800,000 IL DIRECT COSTS OFF-SITESANFRASTRUCTURE ALLOWANCE S329,000 SITE WORK 80 UNITS $5,000 /UNIT 400.000 DEMOLMOWSITE CLEARANCE ALLOWANCE 196.000 BUILDING SHELL 8Z5W SF $71.50 !SF 5,906.000 SUB PARKING 66,500 SF $1&00 1SF 1,197.0w TOTAL DIRECT COSTS S8,028,000 AL , IIL INDIRECT COSTS ARCHITECTURE & ENGINEERING 4.0% DIRECT COSTS 5321,000 PERMITS & FEES 80 UNITS $8,000 /UNIT 704,000 TAXES & INSURANCE 1.5% DIRECT COSTS 120.000 LEGAL & ACCOUNTING 1.5% DIRECT COSTS 120.000 DEVELOPMENT MANAGEMENT 3.0% DIRECT COSTS 241.000 CONTINGENCY 4.0% DIRECT COSTS 321,000 SECURITY DURING CONSTRUCTION ALLOWANCE 50,000 MARKETINGISALES OFFICE ALLOWANCE 100.000 MODEL DECORATION (NET OF RECAPTURE) 150.000 TOTAL INDIRECT COSTS SZI27MO N. FINANCING COSTS FINANCING FEES 2.5 POINTS $230,000 INT DURING COSTT & ABSORPTION 101% INTEREST 2497.000 TOTAL FINANCING COSTS SZ777,000 V. COST OF SALES $623,000 VL TOTAL DEVELOPMENT COSTS $1311051000 PREPARED BY. MYSER MARSTON ASSOC ATES, W. FILENAME_ RES LANDS; 5129I95; ELG TABLE 2 NEW CONDOMINIUM SALES SURVEY MAIN -PIER It BLOCK 105 HUNTINGTON BEACH, CALIFORNIA TOTAL, DATE TOTAL UNIT UNIT BASE PRICFI SOLD ABSORP DENSIT`! PROJE OPENg UNI S I7 IZE (SF1 Eal_" SF SATE (UN[T�MM U1 fAO COMMENiS 1 Pierhouse 5193 105 1B11b 800 $139.900 $174.88 105 5.0 35 Pool, Spa, Clubhouse 1200 Pacific Coest Hwy 1B11b 1,000 187,900 167.00 Single Story Fiats, Sub garages Huntington Beach 18I1b 1.000 197.900 197.90 Converted from epts In'93. Subject to 85 year ground lease, with NPV of payments equal to $29,000. 2 Pacific Park Villas 10194 22 2Bnb 1,460 $194.900 $133.49 14 1.8 NIA Pool, Spa, Townhouse style Talbert & Beach 2B/2b 1,400 174,900 124.93 Enclosed garages, Recently Huntington Beach 28/2b 1.700 209,900 123.47 opened 3 Surtcrest 10194 115 2812.5b 2.030 $272,750 5134.245 24 3.0 NIA Pool. Spa, Townhouse style Seaport & Palm Ave 38R.5b 2.140 280.450 131.05 Enclosed garages, Recently Huntington Beach 3BR.5b 2,430 355,750 148.40 opened 28+012.5 2,150 322,750 150.12 4 Villa Milano 1193 33 2BRb 1,253 $179,000 $142.88 18 0.6 27 Pool, Spa. Clubhouse Warner & S. Bolse Chica 28/2b 1,375 199,000 144.73 AddMorial storage areas Huntington Beach 21312b 1,710 219,000 128.07 Single Story Flats, Sub garages 2812b 1,723 239,950 139.28 28Rb 1,921 259.950 135.32 5 Huntington Harbor Bay 6191 36 2B/2b 1,479 $255,500 $172.75 28 0.6 24 Ocean & Marina Views. N WamerAve & 2812b 1.535 244,500 159.28 Pool, Seuna, Spa, Clubhouse W Edgewater Ln 2612b 1,T92 310,500 173.27 „ Single Story Flats, Sub garages Huntington Beach 2B2b 2,tell 390.500 180.70 SOURCE: Residential Trends, April of 1995 PREPARED BY KEYSER MARSTON ASSOCIATES, M FILENAME: HB.COMPS-nS: &79M: ELO C TABLE 3 RESALE CONDOMINIUM SURVEY MAIN -PIER 11 BLOCK 105 HUNTINGTON BEACH, CALIFORNIA DEYELOPMENT ;Ijg &DRESS m 1 Pier Colony 200 PCH Huntington Beach 2 Pier Colony 200 PCH Huntington Beach 3 Pier Colony 200 PCH Huntington Beach 4 Pierhouse 1200 PCH Huntington Beach 5 Pierhouse 1200 PCH Huntington Beach 6 Townsquare 415 Townsquare Ln Huntington Beach 7 Townsquare 415 Townsquere Ln Huntington Beach 8 Townsquare 415 Townsquare Ln Huntington Beach 9 Townsquare 415 Townsquare Ln Huntington Beach 10 Townsquare 415 Townsquare Ln Huntington Beach 11 Townsquare 415 Townsquare Ln Huntington Beach 12 Villas Del Mar 608 Lake Street Huntington Beach 13 Huntington Say Shore 310 Lake Street Huntington Beach 14 Huntington Bay Shore 430 Lake Street Huntington Beach 15 Huntington Bay Shore 400 Lake Street Huntington Beach PREPARED BY KEYSER MARSTON ASSOCIATES. INC FILENAME: M"OMPSASW9195: ELO DATE YEAR F SALE BUILT 2194 1989 5194 1989 9194 1991 11/94 1989 12194 1989 544 6194 7I94 8194 10194 3195 7/94 5194 5194 12194 1990 1989 1989 1989 1989 1990 1988 1989 1989 1989 UNIT SALE UNIT M-13 PRiCE SIZE (SP1 1811b $132.500 $32 2B 2b $225.000 1.250 1 B11 b $135,000 827 1B11b $162.000 778 1011b $176.000 789 281215 $194,500 1.147 2B11.5b $187,500 1,024 1B11.5b $165,500 1,024 1B/1.5b $157,000 741 2B12b $185,000 1,019 2B/2b $197,000 1,144 2B12.5b $170.000 1,072 113/1b $154,000 745 2812b $168.000 1,013 1B11.5b $183.000 1,021 PRICEI $159.25 $180.00 $183.24 $208.23 $223.07 $169.57 $183.11 $161.62 $211.88 $181.55 $172.20 $158.58 $206.71 $163.87 $159.65 TABLE 4 SALES REVENUES PRO.IECTK)N 80 CONDOMINIUM UNITS PHASE p-BLOCK 10S HUNTINGTON BEACH. CALIFORNIA L MARKET SALES PR1C 1 BOA BA+1 DEN (1) 22 UNITS $168.000 IUNIT $3.696,000 1 B011 BA+1 DEN +VIEW (1) 4 UNITS $185.000 /UNIT $740,000 1 B011 BA+1 DEN (1) 8 UNITS $178,000 JUNIT $1.424.000 2 BDR BA (1) 19 UNITS $195,000 JUNK $3.705,000 2 BDa BA (1) 19 UNITS $205,000 JUNK $3,W5,000 2 BDl2 BA + DEN (1) 8 UNITS $230,000 (UNIT i1.840,000 GR( S3 SALES PROCEEDS ;l5,30Q000 (1) The absorption for the entire project estimated at 3 units per month. ; PREPARED BY. KEYSER MARSTON lSSOMTES. M. FILENAME: RE5 LAND,xLS;W969S;ELG TABLES DEVELOPER PROFIT CALCULATION 30 CONDOMINIUM UNITS PRASE "LOCK 103 HUNTINGTON BEACH. CALIFORNIA L PROFIT GAP CALCULATION GROSS SALES PROCEEDS (LESS) DEVELOPMENT COSTS INCLUDING LAND $15.300,000 (15.305.000) 4.03% OF VALUE -a.03'Z OF COSTS PREPARED BY: KEYSER MARSTON ASSOCIATES. INC. FILENAME: RES_LANDXLS;6rlS55;ELG SUMMARY REPORT PURSUANT TO .r c,. SECTION 33433 of the `'�y,•: +•Cs��� CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a 'px' DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF RUNTINGTON BEACH, COULTRUP COMPANIES, MAIN PIER PHASE II PARTNERSHIPO AND BIRTCHER REAL ESTATE LIMITED This summary report has been prepared for the: Huntington Beach Redevelopment Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the 'proposed Disposition and Development Agreement ("Agreement") between the Agency, Coultrup Companies, Main Pier Phase II Partnership (Property Owners) and Birtcher Real Estate Limited (BREL). The Agreement requires the Property'Owners to develop the privately owned portion of Block 104, bounded by Main Street, Walnut Avenue, 5th Street and Pacific Coast Highway with a mix of commercial uses. The Agency must purchase the privately owned parcels on Block 105, bounded by 5th Street, Walnut Avenue, 6th Street and Pacific Coast Highway to allow for BREL to construct 80 to 90 condominium units. The proposed residential and commercial development is located in the Main Pier Redevelopment Area in the City of Huntington Beach. This report describes and specifies: 1. The cost of the proposed agreement to the Agency, including relocation costs, site clearance costs, toxic remediatibn costs, infrastructure costs and public parking costs; 2. The estimated value of the interests conveyed, determined at the highest uses permitted under the Redevelopment Plan; and 1 3. The purchase price to be paid for the interests being conveyed. This report and the proposed Agreement are; to be made available for public inspection prior to the approval of the Agreement. A. SALIENT POINTS OF THE AGREEMENT 1. property Owner Responsibilities Under the proposed Agreement, the Property Owners have the following Block 104 responsibilities. These responsibilities will be fulfilled by a partnership comprised of the various owners of the Block 104 properties and Coultrup Companies: a. The Property Owners will demolish the existing commercial structures on Block 104. b. The Property Owners will design and develop Block 104 with 47,500 square feet of commercial buildings comprised of retail and office uses, respecting the separate ownership of the parcels on Block 104. The commercial development will be an integrated Complex in conformance with. the Main --Pier Project Area Plan. c. The Property Owners -are responsible for all on -site improvements on Block 104. d. The Property Owners must contribute to the toxic clean-up costs incurred on Block 104, to a maximum of $125,000. 2. PREL Responsibilities Under the proposed Agreement, within three years of DDA execution, BREL -and Coultrup Companies must fulfill the following Block 105 responsibilities: 2 a. BREL agrees to purchase the 71,452 square foot parcel from the Agency for $1.8 million. b. BREL is responsible for =demolishing the existing improvements located on the Block 105 properties currently under private ownership. c. BREL agrees to construct 80 to 90 condominium units and a subterranean parking garage with sufficient spaces to meet the City code. d. BREL is responsible for all on -site and off -site improvements on Block 105, except that portion adjacent to the Worthy Property, to be paid by the Agency. e. As a part of the land acquisition payment, BREL has agreed to incorporate a participation formula which allows the Agency to share in the project's net profits. The participation formula will be based on the project revenues generated in excess of the approved development costs, a 10% annual return on equity Investment and a threshold profit of $3.2 million. Thereafter, the Agency would share in 50% of the subsequent revenues generated by the Block 105 project. The proposed participation formula will be impacted by fluctuations in the allowable development costs, the sales revenues and the time period required to sell the units. Based on current development cost and sales revenue estimates, the Agency will n2t receive any participation income. only if the project is significantly more successful than is currently anticipated, will the Agency receive any participation income. 3 %,M) f. At the time Block 105 is conveyed, BREL must repay the Agency advance of $2000000 in predevelopment expenses. If the agreement is terminated, Coultrup Companies shall be responsible for the repayment. 3. Agency Responsibilities After the completion of the Block 104 development, and upon commencement of Block 105 development, the Agency is responsible for and shall commit the following to the project: a. Exchange Agency owned property, including 39.5 feet of street, frontage plus $99,000 for the Cracchiolo property that includes 50 feet of street frontage. b. Purchase the third party parcel necessary to complete the assemblage of the Block 105 site. The acquisition costs are estimated at $630,000, based on an appraisal conducted February 1992. c. Finance the public improvements required for Block 104, and the off -sites required around the perimeter of the Worthy property, estimated at $100,000. d. Compensate the Block 104 Property Owners and tenants for $630,000 in relocation expenses. e. Pay any increased City permits and fees costs imposed between date of Agreement approval and ten months after the approval of the Downtown Specific Plan by the California Coastal Commission. This cost is estimated at $200,000. f. Advance $200,000 as reimbursement for Block 105 predevelopment expenses.' . 4 B. g. Finance the investigation and clean-up of toxics on the Agency -owned parcels on both Block 104 and Block 105, not to exceed $200,000. As a separate obligation, the Agency shall pay any necessary clean-up costs on the Sarrabere/ Wood/Goodman parcel, in an amount equal to $100,000. h. Provide housing units to meet the State mandated inclusionary housing requirements. COST OF AGREEMENT TO AGENCY The estimated costs of the Agreement to the Agency are as follows: Land Acquisition, Relocation and Toxic Remediation Costs Already Expended $4,518,000 Land Acquisition (Block 104) 99,000 Land Acquisition (Block 105) 630,000 Block 104 and 105 Public Improvements 1001000 Relocation Costs 630,000 Increased City Permits & Fees 200,000 Block 105 predevelopment cost advance 2000000 Toxic Remediation Costs - Agency Parcels 200,000 Toxic Remediation Costs - Third Party Parcels _ 100,000 Total Costs to Agency $6,677,000 In addition, the Agency has agreed to accept the responsibility for two contingent liabilities: a. In the event the Downtown Master Parking Plan is not approved, the Agency will reimburse Coultrup Companies for $150,000 in predevelopment expenses. b. It is anticipated that the Block 104 development will not proceed until the Fall of 1994. At that time, the Property owners may incur interest costs in excess of the 8% interest rate currently Wng estimated for the Block 104 commercial improvements. The Agency has agreed to M C. fund the net present value of the interest increase up -to a maximum of two percentage points. Assuming that the maximum level of assistance is provided, the cost to the Agency is $490,000. + The maximum costs to the Agency after inclusion of the contingent liabilities and offsets for the public revenues, are estimated at: Total Costs to Agency $6,677,000 Plus: Interest Rate Write -down 490,000 Plus: Block 104 Predevelopment Cost Reimbursement _ 150,000 Total Costs Including Contingent Liabilities $71317,000 (Less) BREL Land Payment for Block 105 (118001000) (Less) BREL reimbursement for Block 105 predevelopment advance (200,000) (Less) 50% Equity Share in Net Profit 0) Net Costs to Agency $5,317,000 (Less) PV of Property Tax Increment Revenues (1,720,000) Net Costs to Agency After Tax Increment $3,597,000 ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The terms of the Agreement call for the Property Owners to maintain ownership of Block 104, and for the Agency to convey Block 105 to BREL. The determination of the estimated value of the interests to be conveyed BREL was made by R.P. Laurain & Associates in an appraisal dated September 9, 1991. The appraisal identified the highest and best use permitted under the Redevelopment Plan as a high density residential project. The appraisal determined that the fair market value for that use is $4.65 million. 6 D. PURCHASE PRICE PAID AND REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THE REDEVELOPMENT PLAN As detailed in the' September 9, 1991 valuation analysis performed by R.P. Laurain & Associates, Inc., the highest and best use of the Block 105 site is a high density residential development. The fair market value of the subject site is estimated at $4.65 million, or $65 per square foot of land area. However, the Agency has limited the scope of development to 80 condominium units. This reduction in density diminishes the supportable land value to $1.8 million. The purchase price plus the participation in net profits represent fair compensation for the subject site. The 33433 report for the Coultrup project estimates land acquisition, relocation and toxic remediation costs already expended as $4,158,000. These costs are comprised of: d Acauisitio Tharp Energy Conley Shupe Omohundro Terry City city Total Land Acq. Demolition/Toxics Relocation Total Sunk Costs $ 352,500 176,500 352,500 295,625 1,300,000 1,382,000 (77t of costs - balance to 63,905 Abdelmuti) 21,448 $3,944,4?8 573,500 $4,517,978 7 M `.l The contingent liability to reimburse the Property Owners for $150,000 in Block 104 costs is comprised of the following: If the parking plan is not approved 1501000 $1500000 8 J. OUNTWGhON NA004 To: From: CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION CONFIDENTIAL ATTORNEY -CLIENT PRIVILEGE HONORABLE REDEVELOPMENT AGENCY CHAIRPERSON AND BOARD MEMBERS ARTHUR DELALOZA, Acting City Attorney Date: July 7,1995 Subject: COULTRUP COMPANIES DDA OPTIONS QUESTION 1: On .tune 5, 1995, the Agency determined it `does not have sufficient funds available to complete all of its obligations under the Disposition and Development Agreement and directed staff to return with the appropriate follow-up action. What are the options available to the Agency under the DDA? ANSWER 1: The DDA provides that the Agency shall have the Ogplion' to terminate the DDA after finding insufficient funds available to complete its obligations under the DDA Accordingly, the options available under the DDA are as follows: 1. Terminate the DDA 2. Do not terminate; and, amend the DDA by: A) Seeking waivers on Agency costs and expenses . . B) Securing additional revenue from developer C) A combination of A and B. QUESTION 2: If the Agency terminates the DDA, "at options are available to the Developer? ANSWER 2: The DDA has an arbitration provision which is designed to take the place of litigation in court. The developer may seek to arbitrate his claim that the Agency acted in bad faith or breached the agreement by terminating the DDA. The developer may also seek to litigate any claim it may have in a court of law by filing a lawsuit. We could then invoke the arbitration clause as a defense. QUESTION 3: What are the chances of success for the developer if he challenges the Agency's finding on financial infeasibility by arbitration or a lawsuit in Superior Court? ANSWER 3: While there is no guarantee of success, the DDA gives both parties'sole and absolute' discretion in making a financial determination. Accordingly, so long as there is no evidence of corruption, bad faith or an abuse of discretion —which is deemed a breach of the duty of good faith and fair dealing -- the Agency should prevail in any challenge to the finding made on June 5, 1995, so long as the financial data is valid.. Evidence supporting the finding of insufficient funds, especially by a third party such as our outside consultants, Kaiser Marsten, would be quite persuasive in the event of a challenge. Additionally, we recommend a review and report on the project by a C.P.A., in the light of cement Agency balance sheets and cash flow statements. Such would be helpful in our defense, if necessary, and further assist the Agency in considering its options with respect to financial matters. CONCLUSION: The Agency should give direction to staff on July 10.1995 to secure verified financial data from a CPA and return for further review on July 17.1995. The additional information will assist in a determination to either. A) Terminate, or B) Amend the DDA with specific verifiable dollar amounts necessary to proceed with the project if desired and it is • indeed still feasible. ARTHUR DELALOZA Acting City Attorney cc: Michael Uberuaga, City Administrator Ray Silver, Assistant City Administrator Gail Hutton, City Attorney Main Pier II Partnership 18281 Gothard, Suite 202 Huntington Beach, CA 92647 P.O. Box 1270, Sunset Beach CA 90742 (714) 375-4733 Fax: (714) 375-4735 July 17, 1995 Members of the City Council City of Huntington Beach 2000 Main Street Huntington Beach, CA 92647 Rc: Your approval of Main Pier 1I Honorable Mayor and Members of the City Council. cA • i We respectfully request that you find MPI1 financially feasible tonight and direct staff to prepare a Affordable housing plAn. I) Financial Feasibility: a. Best project in 15 years. b. No other option has been found or exists that is better. c. 5400,000 Agency obligation for affordable housing can be funded in many ways. We recommend use of funds from the MPII project as follows: L 5300,000 from soils remediation from MPIL $990,000 is the total available from the State Clean Up Fund. 2. 5200,000 from Agency obligation to pay project fees on MPIL City may waive or defer these fees. Agency, if needed, may repay fee from MP1I tax increment. $500,000 Total is $46,000 more than needed. 3. $201,000 Agency is required to set aside 20% ofMPII tax Increment for affordable housing. This represents 20°le of the present value (S 1,005.000) not the entire tax increment. $701,000 Partial funds available from project if needed. d. MP11 creates $130*000 a year in increased tax increment. c. MKI resources provide amble rew vcs in the unlikely event site Improvements or affordable housing costs are highcr. '9S 07/17 13:11 V 7143754735 41TR a 03 k) 2) Other 66 ttffordablt, nits: a. With Home Funds and if needed tax increment from MPI1 the Agency can provide the af%rdable units under the same plan as identified for NfPII. The sites have been identified and the plans to acquire are identified. It can be done RM. 3) Approvals &contracts: a. All approvals including the recent approval by the California Coastal Commission are in place. All City approvals were approved in July 1993. b. All Contracts have been in place since July 1993. The contracts are between the Private Property Owners, the Redevelopment Agency. Coultrup Companies and Birtcher. 4) RCjdX o-fijr t_h_ e__PMoicct: a. Coultrup/Hirtcher are prepared to fund MPIL Our market review proves that the average Condo sales price will be $239,000. Third Bioek'West has funded it's equity/risk capital and underwritten it's condos at $230,000. S) If MPII is not approved: a. City losses the right to condemn the Property Owners. b. Set backs, open space, public amenities and building continuity is lost. c. Private Property Owners are spent emotionally and physically. After 15 years a deal is finally in place. it may take another 15 years to get any kind of movement on behalf of the parties. d. 15 years of work, investment and planning would be lost. Blight and unsafe conditions would remain indefinitely. e. You still have Papa Joe's on block 105 and that is an expensive problem. S. Tax increment will be lost ($130,000 per yr.) h. It may be another 15 years until the next chance comes along. By then the City would have lost millions of dollars. 1 The downtown plan remains incomplete. All the time and money that was invested to bring the downtown back falls well short. Synergism is not accomplished and the PCIVPier entrance to the City remains a black eye. Approval ofMPll is the obvious choice. We hope that you will support the many years of planning and extensive investment oftime and money by Coultrup, the Property Owners and the Agency to bring the people of Huntington Beach this opportunity. On behalf of the Main Pier 1I Partnership; 19.5-125 %..,/ �.,1 Main Piet"' If/ Couttrup Remaining Agency Costs to Complete the Project 1. Cracchiolo Acquisition 2. Loan Interest Subsidy 3. DowntimeJRelocation 4. Permit Fee Increases (City can waive or defer) S. Site Remediation 6.Off Site Improvements 7. Atlbrdable Housing ($300,000 to $400,000) Total Agency Costs Atencv Revenues Developer Land Payment Developer Advance Reimbursement State Clean Up Fund Reimbursement Total Agency Revenues Total Agency Revenues/(Cost) S99,000* 490,000* 630,000* 200,0000 300,000** SA5,000 400.000 : �' • ' S2,704,000 S 1,800,000 200,000 S0 Affordable Housing Funding Sources $2,250,000 ($454,000) a) Reimbursement from State Cleanup Fund Tor Main Pier II (Agency has been approved by the state for up to $990,000) b) City may waive or defer Agenyrs obligation for project fees c) Tax Increment from Main Pier 11(present value based on $130,000 per year for 23 years) d) Agency's potential profit share from Main Pier II e) Home Funds ( $500,000 Available now, $500,000 this year and an additional $500,000 next year. These Federal Funds are allocated to the City specifically for affordable housing) Total Available S 200,000 S 1,005,000 I/r 61. 1i1 11111 S 3,163,000 Note: •I.lne items 14 are capped costs listed at their maximums and may in fact cost less. • * Lane item 5 is part of a total $990,000 that is available to be reimbursed from the State Clean up Fund. 195-112 ti.)Cost to City to lose MPII kwi Cost are measured in money and much, much more: Money: 1. Every year of delay $130,000 in annual tax increment is lost 2. Coultrup owes the Agency $200,000 but this is forgiven if the MP1I is not approved. 3. Agency and City has spent hundreds of thousands of dollars in attorney fees, consultants, staff time and more just in the last five years Coultrup has been involved, all this will be lost. 4. Future possible projects will cost much more. With Cracchiolo alone on Block 105 it will be very expensive to purchase him if he will even cooperate. History will repeat itself if another project is attempted but this time you have feed -up property owners and a city with no money. S. Agency/City has no money by it's admission. No funds and a limited staff' spells no future hope for MPII. 6. It costs the Agency/City a great deal to cancel MPII vs. a reasonable investment from MPII resources to approve it Private Property Owners on Block 104: OL. 1. This loose mix of personalities are spent both emotionally, financially and physically and will not be there again for the City. They have given their all for 15 years and know that they now have a deal. 2. They do not trust the City and will have no incentive once MPH is gone. 3. City Iosses the right to condem along with many other negotiated terms. Public Benefits: 1. All set backs, public amenities, open space, view corridors and a two block master planned project are lost. Never will a piece meal bit by bit approach of rehab every work, history has proven so. 2. The completion and bringing together of the downtown is lost. The plan the tax payers, residents and local businesses bought into is lost. The entrance to the City at PCH and the Pier will continue to have one big black eye. 3. When a puzzle or project is not completed it has little value. The reverse is true when completed. The synergism is complete, the whole is greater than the sum of its parts. 4. Blight and unsafe conditions remain. The public resists and they wonder why. Approvals: It took three years to get City approval with signed contracts and another 1 1/2 years to get California Coastal Commission (CCC) approval. The prior council approved MP1I by a clear majority and the CCC overwhelmingly approved and embraced MPII. MPI I � Agenda for June 14, 1995 I. Funding sources for the Affordable Housing obligation of the Agency II. Cityrs best alternative for the site is 1APII a_ What is Iost if not approved b. It will forever cost the City more not to approve IMPH III. Letter from 3rd Block West IV. All parties ready to perform %,../ -7/1 q /q,5- Approve AIPII City's best and only choice: 1) A 15 year process with the Agency, City, private property owners (PPO's), developers and consultants has proven that MPII is the highest and best use. 2) MPII is financially feasible, requires no general funds, is approved by the City Council, approved by the California Coastal Commission and all parties are contractually signed. 3) From a pool of funds of almost S3,000,000 the Agency has many options for funding it's affordable housing obligation. Several simple options are: a. $300,000 from soils cleanup reimbursement from 1`1?fl <<•, b. S200,000 Agency project fee obligation can be waived by the — City or deferred and paid back from tax increment. $500,000 This total is S 100,000 more than needed If preferred c. S201,000 Agency is required to put aside 20% (set aside funds) for affordable housing. $1,005,000 present value of tax increment x 20% = $201,000 $701,000 This total is $301,000 more than needed 4) Do to the uniqueness of the MPII site it has required subsidy by the Agency. Most of the sunk cost were invested prior to Coultrup. It has always been the Agency's clear understanding of the subsidies necessary to encourage development of the MPII area. All costs to date are sunk and all future cost are offset by various revenues. 5) MPH is a financial asset to the City that will provide an increased tax increment. 6) Timing is everything. Currently the Private Property Owner's (PPO's), Coultrup, Birtcher and the Agency are all contractually signed and committed to MPH. This fragile window may not come again for many years if at all. The PPO's are willing, under this agreement, to build new, expand the commercial square footage, provide set backs, provide open space and take the risk with greater debt. 7) The Private Property Owners are held together by the signed contracts which provide for, among other things, condemnation if needed. Condemnation and many other benefits for all parties, that took years and hundreds of thousands of dollars to achieve, will be lost and not recoverable. These individuals will not cooperate with any alternative project. They are spent emotionally, financially, physically and have invested enough time for ten projects over the last 15 years, they can invest no more. 8) By any analysis it is clear that the contract and approved plan in place is far more valuable than a future hope that something better will come along. Afier all, the future hope has drug on now for 15 years, at least 3 developers and many, many different plans. The Agency's own consultant, Kathy Head, has stated that MPII is the highest and best use that has been designed to date and doubts that there is a better alternative. 9) Delays have already cost the City several years of tax increment at $130,000 per year. Every delay is another $130,000 lost annually. Also the sunk cost invested by the Agency continues to de -value due to loss of interest on investment and the time value of an opportunity lost. 10) Failure to complete the downtown is a failure to encourage tourist and ' residents to use the area. Other business suffer as well. Many business are there today on the promise that the downtown would be completed. 11) CoultrupBincher have kept close tract and analysis of the market and are certain that average minimum sales prices for the condos will be $239,000. They are financially secure and prepared to invest $4,500,000 in risVequity capital and procure a $10,500,000 construction loan for the development. 12) If NT11 is not approved the blight and unsafe conditions will remain. The main window to the City will remain a black eye. Crachiolo will remain on Block 105 and will cost the Agency over $1,000,000 to buy out. With no resources the Agency will be unable to move on any plan for the area. Any other alternative will cost the Agency significantly more money. All the other Agency efforts including NIPI, The New Maxwell's, New Pier and surrounding area, 3rd block west, the parking structure with commercial, standard market improvements, Abdelmuiti building, post office and gym directly behind, and 2nd block improvements will all be for not if NTH the Center piece and final project is not completed. 13) Coultrup and the PPO's have done what the City has asked, spent hundreds of hours and hundreds of thousands of dollars. It is the moral, legal, ethical and financially correct decision to approve NTH. 14) It is clear that the best interest of the City is served with the approval of MPIL 2 X '. ' Alike Roberts I11.0. Box 536, liuntin-lon Beach, CA 92648 7I4 960-2560 July 13, 1995 Tom Marmon Council Member City of Huntington Beach 2000 Main Street Huntington Beach, Ca 92648 Re: Main Pier Phase II and Third Block West Dear Mr. Harmon: Via Facsimile: 536-5233 536-4037 At the request of Jon Coultrup, I am v-Titing this letter to apprise you of several facts about the Third Block West project: We Dave our equity money investment in place and have been earnestly at work preparing the final pre - construction phase of this project since December of I994. The Project as presently planned has approximately 40,000 sf of retail and 68 residential condominium units and is located on the block bound by Olive, Main, orange and 5th Streets Our lease rent for the commercial spaces per square foot per month will be between $2.25 NNN up to S3.50 NNN at street level. Upstairs the rate will be $1.50 through $1.85. The projected sales prices for the residential units vary from $159,900 through to $349,900, with the average at $230,000 per unit. The Third Block West condominiums vary in size between 1,113 sf to 1,675 sf. The average size will be about 1,200 sf. This large average occurs because of the number of loft units on the third floor. Despite the relatively high price, we feel'our mix and pricing will be competitive with the general market and specifically with the Main Pier Phase II project.. We are careful with how we position ourselves because the MPH project does have an excellent head-on ocean location and many excellent amenities we cannot provide due to our relatively small "footprint" for our condominiums. The MPII price at approximately $240,000 per unit is very nearly the same as ours, however, their units are a bit smaller, averaging about ],100 sf. We plan to be open and selling in Spring of 1997, barring any delays. We expect we will be one year ahead of the MPII project, so we will avoid some competitive overlap. If both projects ran simultaneously. I would like it because together we would be drawing more visitors and the added exposure will assure a quicker sell -out. The buyer would also have more choice. I hope the foregoing is helpful in encouraging your support of the MPIi project. Sincerely, Mike Roberts L95-945 s AMOELO A •ALYIF.M6 R06ERT F. WALDIIOMl ^LOM ML WIEName ROBERT C. Imftge DAMES C. WNHELM* OENNIS G. TYLER- MICMAEL A OREENE" fVAkK C. ROTMROCK6 DENN16 %K OMAN* OAVIO D. PAIR** CKSALES M. KANTEW GEORGE A WALL L. RICMARO RAWLS ►ATRICR A. MENMESSCY DON FISHER GREGORY N. WEILER WARREN A. WILLIAMS JOMN R LISTER 6RUCC VL DANNEMMA { LAW OfirICES f 4.r PALMIERI. TYLER. WIENER, WILIIELM & WALDFiON j% A •.RTIIERA" MOCL49WG /AO►[RINOMAL CORPO"T"O 21503 MAIN STREET CYNTMIA M. WOLCOTT CAST TOWER - SUITE 1300 JGCL. R 1RVIK[, CALIFORNIA 92741^6220 LLL c &L Yr[MEM. FLIJIMOTO ELINOR A VOTAW JN41 031-9400 NORMAN 4 ROOICN GART C. wEIS6ERG MICMAC M. LEIFER MICHELE 0. MURPHY SCOTT R. CAIMENTER RICMARO A. SAWS DOUGLAS uL STEVENS D. SUSAN %WENS RONALD I.. COLS August 7 , 1995 CYNTHIA 6, •AULSEN SEAN R O'CONNOR $USA" T. SAIIURA TIYOTMT S. OAWSHA ROSrN OWING •A..orca.o.r cow.o KIN Redevelopment Agency of the City of Huntington Beach Attention: Chairman & Members 2000 Main Street Huntington Beach, CA 92648 Re: Main Pier Phase ii Dear Chairman and Members: R 0. BOX 16712 IRVINE. CA 642713-671= WRITER'! DIRECT DIAL MUM6ER 851-7294 TELECOr1E11 4714i 6151-16S4 47141 661-3644 47141 7157-1 Z26 MAI 661-Last meYVGl )L 68-0 This fii,-mt-represen owing Nti�ier Phase II Partners: Eldon and Barbara Ba sta ulli �aand_Loren> Johnson, M.D IC�ran Cracchio Dolores Cracch o5alvato acchio o and Barbara Cracchiolq; Ann an on aso and George Draper. Each of these property owners has done everything that has been asked of them by the Redevelopment Agency. The Property Owners are in favor of improving the downtown Huntington Beach area,. -in some cases by undertaking new construction and' -in some cases by rehabilitation of existing structures. Very truly yours, His el Le. f r MHL:pjr cc: Main Pier II Partners via fax & mail N WOMA I NNSUX157MOMEDEVI ATR 08/07/95 RRC I V E D AUG 07 1995 nI.,.�..'-^titiir4l�t-iler'o f�r7 E Vti� 1141v 0. 1 :L it�:iEiti 1 �6/13/1995 16:05 714B95s1 PAGE 01 T June 13, 1995 fax (714) 536-5233 Enterprises City of Huntington Beach, City Council Attention: Pact Jones For distribution: To All Council Members Regarding: Support for Main Pier II (MPII) I hope that you will find a way to approve the Hair. Pier II Project. There has been much progress in the downtown redevelopment, but the gateway to the redevelopment is right where. M.P.II is to be built. The backs of the buildings that are on Main Street and the liquor store next to Burger King look terrible. We: must figure out a way to clean up that area. This is far the benifit of all the community. rs C VJn H. Tillotson Tillotson Enterprises 15272 Bolsa Chica Street Huntington Beach, CA 92649 cc: Jon Coultrup fax ; (714) 375-4735 15272 Wia Ch a Rd. Hun:i-ltcn Uxh. CA 92b49 (714) 895.5552 FAX (714) 895-6M ' 08/03l1SSS 43:43 714-3740482 MAIN STREET INT't. PACE 01 rn (OON �zo�EiEy �Os71�itEE �incJ. �ana9�mzn� ,II 2"f t o 111 Al'i -SSt. C�nungton Souk �=4 gz646 (713) 37¢-04SO t -igust 3 ' )95 c sty of n .ngton Beach, City Council ttn: P A :c ies or di U ju ion to all council members 1e: ' ip )rt for Main Pier it 78F C u: icil Members: U r ., dent / business person and concerned citizen of Huntington Beach, l am in favor 1 e h ain Pier It project (MPII). We need to clean up and finish the downtowi area. ;he or f I ' -1d blighted buildings are unsafe, This redevelopment process has beon going on P e a 15 years, the last five year with Coultrup Companies at substantial in iestment of .9 in a and money by the City, Couitrup and other parties. You have a contract in place it ap ►roved plans with all parties. Also California Coastal Commission has recently . Y nvi J the project. Coultrup's recent proposal clearly makes the MPll project financially ,i ,ibl( . F j-Yth ng the City needs from a redevelopment project is achieved with MPII. Please do nis- . this opportunity and approve the MPII project. .f ank y ou for your friendship and support. Please call me if you have any gUestions. A irs b uly, -it -mas R. Wurzl JUN-1 !-199s 17:20 n P.10 May 26. 1995 'alifornia Coastal Commission Guth Coast Arcs '05 W. Broadway, suite 390 i. AS Beach, CA 90902-4.4I 6 . bjict: Denial of Appeal No. A-5-HIr'B•93-234 L -ar Coastal Commissioners: N r. arc writing to request your support (i.a. denial of appeal) of Huntington Beach's Hein -Pier P Asa IIICoultrup mixed use =&velopment project. A )proval of this key redevelopment project consisting of 11,296 square feet of retail, 15,0D0 s uare feet of restaurant, 9,970 square feet of office and 80 condominium units Kill go a long w sys toward completing the mnovadon of the City's coastal downtown area. A ter ten years of varied plans and negotiations %ith six individual psopcny ownErs, the City Cuuncil approved a Disposition and DevOopment Agramcnt and all t:%e required entitlements for this project on July 6,1993. The improvements in thew two blocks of the Downtown we long overdue, Once complcted this )rojat will be an important asset to the wea aesthetiWly as well as economically in the form of sles and property tax•revemue. le urge your denial of appeal No. A-5-HNB-93.234. U=rely, . wry Eumnek haimtan i1t �! zn 8wch U 9HO 7115]a M cc�1 ) ria'"o-7w i .ten: TOTAL P.10 HI_I11-0-1::4q- 0:= L4 FFCIfI LEUED ECI,D HH TO 1"14:7- 4-F 0-- Ci y of Hunting on Beach City Council 2C 10 M,- r Stree Hi itinc on Bea( i CA Lie it (, v Cou► i 1 Members Al and Christi Granada 21996 Surmerwind Lane Huntington Beach CA 92646 August 1 995 Wt are new re idents of Huntington Beach ana we are very ex.itea about the continued improvements that have Aeen occurring in the cic mtown egion of this city We strongly supeorr the MPII ororect aG we ar conceited about the urgency to clean ap this area as well creat,rg a posit ve and safe image for this section of hurtington Beach The vacant and It ightec 7uiidings create an inconsistency for this fire neighborn000 and a an i 4,itation for gang or homeless habitation further we feel it is i ortant to maintain the fine reputation of the city which was votea as the ,afest )lace to live" Ir a jition if the city is committed to nenew,ng the aowntown section then this redeve opment project should be expedited ana not delaved This pro,, ct ha been In process for over 12 years and during the last five years Coul rup C noanies, the city of Huntington Beach and other parties have matte a sic i scant investment In time and money only o be stalled at -ne last minut )efore initial groundwork was to take brace We u ge yc to moye forward with the MPII oroJect Plans hale Deen aporo�ea with all 1 rtinent parties and a contract is in place ?lease con t de any firth nor miss the chance to enhance the aowntcwr sectior of Funtingtc Beach Sincerely Ai and t^r st1 Granado TOTAL P 02 ;e, � ff 4 61rlele 13 elm Old S1.12, Malze W/ Wildo?" We's Pf s Z� C r�� � -�4 �1�a•? �� �� d �nis� � v 1�-� Gr✓� .S s �����Cd oi�f ' 15 � � ✓L/r'L✓ �C� /G �, �L'4� �`'// .�"'i�Lr • �i G4F��+'" 1047V/nJ ll 07-31-1995 W:24PM FROr�TEAM TO 37:;4735 P.02 t'QXS t ;-?Jr l ION July 31. 1M City Council City of Huntington Beach 2000 Main Street Huntington Beach, CA. 92648 Attn: Pat Jones Re: City Council meeting to terminate (MPII) Dear Ms. Jones, As a long time resident and Dusiness owner in Huntington Beach, I have watched the redevelopment process of the downtown area for many years now one of these projects proposed by Coultrup Companies is the Main Pier it (MPII). The California Coastal Commission has recently approved this ProJec;L I have been made aware that a City Council Meeting has been schedule to terminate this proposed project. I strongly disagree with this position. Along veth being financially viable, the inzreased sates tax revenue from the new commercial and the purchasing power of the new occupants wtxald obviously be a positive financial benefit for the City. I strongly urge that you approve the MP3 project, vhtich 1 believe will aid to the on gol ig process of cleaning up downtown Huntington Beach. Sincerely. Michael Fein TM =P&CCR&VPC ?21 MAIN STREET. SUITS -! . tiUHTINGTON DEACR. CA 32t48 Pr0NF 71d•?53.3326 FAX-1s.38'o: 325C TOTAL P.02 W W. August 3, 1995 Members of the City Council City of Huntington Beach Attention: Pat Jones For Distribution to all City Council Members Re: Approval for Main Pier II (NIPII) on Monday August 7, 1995 With so much time and effort expended on this project both myself and many of my associates are frustrated that the project has not been cleared to go forward. Coultrup has worked in good faith to get all approvals and contracts in place. The downtown will never be what it should be without MPII. Your own consultants have said that NIPII is the highest and best use for the site. With the new proposal by Coultrup even the strictest critic cannot deny that MPII is now financially feasible. Please approve MPII at the next Council hearing. 19606 Elm Ridge Way Huntington Beach, CA 92648 STELCON CONSTRUCTION INC. 5942 EDINGER # 113-1354 HUNTINGTON BCH, CA. 92549 CITY OF HUNTINGTON BEACH CITY COUNCIL AFT: PAT JONES FOR DISTRIBUTION TO ALL COUNCIL MEMBERS. Honorable Mayor and members of the City Council, As a resident, business owner, and concerned citizen of Huntington Beach, I am fervently in favor of the "Main Pier II' project. I see this project as the best solution to clean up and finally complete the severely distressed downtown area. The remaining buildings are a constant source of danger to myself and my family, who frequent the restaurants and shops along that strip. It seems the redevelopment has taken quite a long time, and has cost the City and Coultrup Companies untold sums of time and money. It is my understanding that there is a contract in place, as well as an approved set of plans. I beseech you to move forward with this project, and not cause the people of this City any more unnecessary delays. Please approve "Main Pier II" Sincerely, r Michael Haskin 14.) -- w August 2, 1995 Randy D`arnaud 1740 California ##2 Huntington Beach, CA 92647 Members of the City Council City of Huntington Beach Attention: Pat Jones For Distribution to all City Council Members Re: Support for Main Pier II As a resident of Huntington Beach I believe it is vital that the MPII project be approved. It is time to convert all the time and money invested by all parties into something the citizens and residents of Huntington Beach can use and enjoy. The blighted conditions and loss of revenue is unconscionable. This project is the best offered in many years. I urge you to approve MPII. Si Ce ely; Ran 3UN—I:'—SQ-95 17:18 P. 07 MA i'�'I��ic. t r� �/ Jt�Os.r CALIFORNIA COASTA* r.Ovr :i. Ouill el �i��1 ✓4JlC'c/ , r ele v el r-lar7-z oo�, ./lo PJ- - r/o - /7, o 0, �, 4 dp....., -�� .oee- OLW� u +�-ou JIR�-1 � -1995 17 � 19 P.F9 Di~ is L. O'CONNOR 2124 hVU,,; STREL7, S =130 14VNnN rox BEACH, CA 92649 May 31,1995 Californis Coastal Corrmission Soutb Coast Area 24S W. Broadway. Suite 380 Long Beach, CA 90SD2.4416 Subject- Venue) of Append No. A-5•1-'BA3.234 Dear Coastal Coturissioners: I am writinb to request your suppon of Hurtirgton $each's Mem-Pier Phns: nK."cultrup .. •ed use development project and urge you to reject the above referenced appeal Appravil oftris key redevelopment project consisting of 11.7% square, feet oftma. ispo square feet of restaurvit, 9,970 s qu:'e feet of office nad SO condorrti--.ium units vill go a long ways toward compIr.irg the rcnovstion otthe City's coastal downtown area. After tat yeers ofvaritd pIms and negotiationswith sin individuil property oumers, the City Council approved a Disposition „ ad Development Agreement and all the required enthlemena for this project on July b, 1993. Please vote to deny the appeal. Sineetely, . J 1N-12-1995 17:19 P.09 C ♦ v • 0 ft aw • Celffomla Coastal Commission South Coast Area 245 W. Broadway Suite 390 T. o. Box 1450 'Long Beach, CA 90502-4416 Dear commissioners; RE: Denial of Appeal M-5->~N13-93.234 The Huntington Desch Chamber of Commerce supports approval or Huntington Reach's Main -Pier Phase IIICoultrup project. Approval of this key redevelopment project consisting of 35,000 square feet of retail, rstavrant and office space along Kith SO condorriniurns units will so a long wcys toward completing the renovation of our Ciry's downtou n area. After ten years of varied plans and negotiations v,7th six individual popery owners. the City Council approved a Disposition and Development Agreement and all rcquircd enlitlements for this project on July 61993. In view of this agreement I for one reel it's time to start moviog ahead Kith this long over due project. It is my hope that you will deny Appeal M-5- -N$-93 234 winch Would set our city's planned growth and tedetielop aem back a.-iother 10 or 20 years_ Thank you for your consideration of WS rtqutst. Robert. L. Traver 1' KC S?OMI and Son -:re. IrIC ti472flaridi5:'ct S.tlse1301114ndnttanBcgen.Canto►ni19264E:(114)141-0333rFax(714)141-49!9 M Southridge Investments 18281 Gothard , suite 200 Huntington Beach, CA 92647 August 2, 1995 Members of the City Council City of Huntington Beach Attention: Pat Jones For Distribution to all City Council Members Re: Support for Main Pier II (MPII) I understand that the prior City Council and the Coastal Commission have approved the NIPII project. You have made a commitment to the citizens, the private property owners and the developer and now it is time to honor that commitment and approve MPII. Coultrup Companies has just provided a new proposal which clearly makes NIPII financially feasible. This City needs positive action now on this great opportunity for the City. Please approve MPII on Monday, August 7, 1995. Sincerely; of Sfr do Fe B. HL*(n U0Pd BEACH TO: FROM: SUBJECT: DATE: CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION Honorable Mayor and City Councilmembers Connie Brockway, City Clerk LATE COMMUNICATION REGARDING AGENDA ITEMS - 715195 CITY COUNCIUREDEVELOPMENT AGENCY MEETING July 5, 1995 Attached is material regarding the agenda: Closed Session Item - Coultrup DDA - Communications transmitted to the City Clerk by the City Administrator's Office supporting the Couitrup Main Pier Redevelopment II project H-1d. Communication from James Silva, Supervisor, Second District, dated 6129195, regarding the item pertaining to Angus Oil - Settlement Agreement Funds Re: Development/Improvement of Park Sites gN-CTCMCags • JLL-03—' 95 MON 07: 50 I D ""IT ERCOASTAL FUND 1 h'G TEL NO: FWC NO -14 960 2392 tt278 P02... ala*11111 �1111 Beachside, Reakorst 19671 Boach Blvd.. Ste.101 Huntington Beach, Califomia 02648 (714)969.6100 June 27, 1995 City Council Members: As a resident of Huntington Beach for the past 25 years, I feel extremely moved to voice my opinion concerning the MP II project. This redevelopment process has been going on now 12 years+. You have a-contrac,t and approved plans with all parties. Both Coultrup Companies and 'the city have wade substantial investments of both tine and money. We need to clean up and finish downtownt Pleas approve the MP II project. Thanks, i f Skip and Joanne Kelse Century 21 Baachsi.de Realtors SENT SYMBS/Lowry Inc. i-30-95 3:00PM 5355233;: j I I11-111.111 cr �, �, Tune 30, 1995 to r City of Huntington Beach' Huntington Beach City Council Members `'" - RE: SUPPORT FOR AIAL; PIER U Attn: Pat Tones Please distribute to all City Council Members Dear Council Members; Being born in this little s 'do town with only a population of 6,504, I have, watched what use to be "the downtown" de criorate. It now has half a life again, and you have the opportunity to give it the other half. any, �y yes have been spent developing the plans and contract you have in place to now o forward. listen to the natives who don't want to see this existing blight Continua. Approv4 the Main Pier II project; it works. Thank your Joe Hartge 20041 Mural Circle Huntington Beach, CA 2 Q6/30!1995 11:24 01 bG PAGE 02 MULLIGAN'$ PROPERTIES C"" GARY MULLIGAN x 221 MAIN ST. SUITE G HUNTINGTON BEACHr CA 92648`_'rn to ..,,rn r� en C-3 4j Lo T CITY OF HUNTINGTON BEACH, CITY COUNCIL 2000 MAIN ST. HUNTINGTON BEACH, CA 92648 ATTN: PAT JONES Regarding support for Main Pier II Dear Council. As you probably know -I have been in business on Main Street., Huntington Beach since 1974, hoping to redevelop my building and business. As yet, the council before you has been unable to make a decision to go forward and finish the Main Pier II Project. The Coastal Commission has recently approved the Downtown Project. This project is finally feasible and everything the City needs is in place to finalize this project. The Fifth Street residential project is needed for added commercial traffic for the winter months of business in the Downtown area. Please approve the Main Pier II Project. Thank You. Yours ru G 71, 06-30-1995 08:23AM FROM k,na Operations Office TO 953GS233 P.01 r z <J7 2 Cr To: City of Huntington Beach,City Council co Attn: Pat Jones Dist to: To all Council Members rr Re: Support for Main Pier II LZ I have been a Huntington Beach resident/homeowner for the past 8 years. I fully support the plans to cleanup and finish the development of the downtown area. Hopefully the City Council will move forward and finish the downtown area seeing as the contract, is in place and all the plans have been by approved all parties involved. Sincerely, Kevin Starkey 14871 Trojan Circle Huntington Beach,Ca 92647 FROM : Panasonic FAX SYSTEM PHONE NO. : k4.0f Jun. 30 1995 11:38AM F � c r June 30, 1995LED �. r City Council, City of Huntington Beach ;= LA T ATT: Pat Jones - For distribution to all Council Members Subject: Main Pier Il (MP11) It is past time for the completion of the MP1I project in downtown Huntington Reach. It is a disgrace and an embarass;rent for citizens of this city and Orange County viewing this "slue looking" area at Pacific Coast Highway and Main Street. All pieces are in place including Coastal Commission approval for the city council members to approve the MrII project. We urge you to vote affirmative on the matter. When I say "we" that represents many friends, neighbors and families. Sincerely, ,- �illt�tge-e— 101 Yir£ 6: L0 6-6Z-90 Date: To: RECEIVED CITY CLEPK CITY Of HUNTIN;,Tr,h i9F ACII- CALIF. JUL 5 3 28 f if '99 FAX MEMO 7 l 14-536-5233 June 23, 1995 2 J 1995 y„ Ury C:: • 0': ICT Pat Jones City of Huntington Beach, City Council From: Stuart Malder 16752 Coral Cay Lane Huntington beach, CA 92649 For Distribution: To all Council Members Regarding: Support for Main Pier It NP10 As a resident and concerned citizen of Huntington Beach I am in favor of the MPII project. We need to clean up and finish the downtown area. The empty and blighted buildings are unsafe. This redevelopment process has been going on for over 12 years. the last five years with Coultrup Companies at substantial investment of both time and money by the City. Coultrup and other parties. You have a contract in place and approved plans with all parties. Please do not miss this opportunity. Please approve the MP11 project. T 'A 6b8126S OTC :)SSH I b3-1>M i6 MS W&E : La SG, 67 W n1' r MOVED City CIERI, CITY 3 HUNIINCT04 i-F-r% L 41F. HYERIOR DESIGK �`\ MARY HAMER * 743K MAIN STR7=6T • Ft Ti To0 IN . A 648 • 714 96S CITY OF HUNTINGTON BEACH, CITY COUNCIL Attention: Pat Jones TO ALL MEMBERS REGARDING: Support for train Pier II As a resident I am concerned about the clean up and finishing of the downtown area. This re -development process has to be speeded up. it has been going on far too long. I am anxious to see it completed and I know with Coultrup Companies involved this can be accolrplishad" in a successful and speedy manner. I am in full agreement with the HPII project and will support its investment. Thank you for your support. Please call me if you have any questions. Yours Truly, tpt K Mary Hamer Hamer Interior Design 06-29-95 1 C. ! 04A1w1 P41 TY 7143'154'135 WIK 10 01 - Gail Carnes RECEIVED E1TY CLERK 8211 San AngelIo Dr. #G5 C11KUHTIHGT�lt y � c�, , Huntington Beach, CA 92547 3 UF. JUL 5 3 29 F11 195 June 29, 1995 fax (714) 536-5233 City of Huntington Beach City Council Attention: Pat ]ones for all Council Members Regarding: Support for Main Pier 11(MP11) Members of the City Council: I support of the Main Pier 11 project and ae-L that you vote to approve MP I on Wednesday July 5, 1995. This City needs this project and with all the time and money everyone has put into MPII it will be irresponsible not to approve it -.I would take my children downtown if the blight was cleaned up. Since this project stands on its own and generates increased tax revenue the only choice is to approve the project. Please approve UP11 at this Wednesday Council meeting. iVVeTruly Yours; Ca s JUF1 y-Z9--9Z T H U ME RECEIVED CITY CLERK CITY OF HUNTINCTOH D CH. CtLIF. JUL 5 3 28 Pik '95 JU'1929,1 M C? of H,-r • :ton Sergi, Ci!Y C0=1 AGej ti;un: Pat Jones To all Ccurcil Members Sl11M: Support for Main Pier Il Pieed i have been a res eni and concerned citizen of Hunting!on Beach, for over Eve years; also, ft?e c'me!y ment-ered Lhe deve!opr ent of the dcwntoym area. ! am In fay: or of the Wn Pier If Prc}ect and feel their project should be completed. You have a con!ract In place. an a,,Troved plan and coastal commission approval; everything a city needs from a redevelopment project is achelved with Main Pier 11. P' mse, approve this project, so we? can Improve our area. Yours Twely. Coly NICI-edlih t t-C-2 Hc: sert-.!� Lane Huniinglvn Beach. CA 192646 (714) 847•90-322 CK tics t -Q,- � 01:39PM FROM III L.' C11 1 CIRR : %WJ July 5, 1995 To; Huntington Beach City Council From: Ken Kotchnik flL� 9� LU! 01995 MY C CFHLI'r;hC-C,v •, oFF7C,, 4K 17555 Cameron St. Huntington Beach California 92647 . Telephone (714) 942-2637 Fax (714) 842.4383 My name is Ken Kotchrilk. I am a !seal business owner and resident of Huntington Beach for the past Ten years. I am in favor cf the MPII project. I can not believe how long it has taken to finish the development of the Down Town area. I have Teamed that a contras: is In place and plans with all parties have been approved. I also have heard that the California Coastal Commission has recently looked at MPli in depth and overwhelmingly approved it. Lets not have the Coultrup Companies or the City of Huntington Beach spend any more time or money putting off this redevelopment process. Thank you for your attention to this matter and please approve the MPII project. ✓ .n PEfiRSEY ENT. (CLJF�TZS PEFiF EY) F1DtJE No. 1 r14 5,76 4425 rr� RECEivrr. CITY CLEA% w -, JUL 5 2_a Pik '95 •• -.. _ .•:,.�.. _ .. _ .-. - //jj L/.�� of le 0 �, 1171) /e,,i LOA c, e- 7.' �. o IL yh- 4945 Long beach Bovkvard/Long Deach, CA 90805 / . 16A7 .Sn. Otexlvr Avenue / B tk-mneld CA 93304 / M057 390-0111 ` to vd/zv Uy:03 C] '11431b+f3t Cf 1'K tei VI v From: James k- Wendy O'Donell 6432 Shields Dr. Huntington Beach, CA 92647 June 29, 1995 City Council City of Huntington Beach Attention: Pat Jones For distribution: To all Council Members Regarding support for ]Bain Pier ZZ (RIP11) Dear Members of the City Council: �ECE+VED CITY C�--FIN ell .E I,. HuliT141Ct:►� : •.•l�I:.i !L d. JUL 5 3 28 pil '95 fax (714) 536.5233 I am in support of the Alain Pier II project and respectfully request that you vote to approve an affordable housing plan and fnd'NIPII financially feasible on Wednesday July 5, 1995. As a residents with a young family living in Huntington Beach we feel very strongly that the downtown area needs to be cleaned up and put to its best use. There is no doubt that MPII is a great plan that took over-15 years to finalize. I also understand that this project will increase tax revenues for the City, that it supports itsclfand will complete and proudly show off the PCH Pier area, making it safe for families like mine. Please use our tax dollars wisely and approve MN11. Sincerely; r Ja J s and Wcnd , onell LE UI :Ll. 2 9 1995 .� cnry Cry I- KLNII : Frar-ld %;' 1 l c r m^ 5 t t:� i ti l r'rltA'*= I+J. ,lull. ed i 77;> r k"..) Isa RECEIVED CITY .LTS% CITY 6F 14MINCTCh tILIF. GENE N.II1LL JUL 5 328 Pii '95 BUNT NGTO BEAC ni, CA 92648 NNE 27, 1 995 CITY OF UUNTINGTON BEACH, CITY COUNCIL ATTENTION; PAT JONES FOR DISTRIBUTION; TO ALL CITY COUNCIL MEMBERS RE; SUPPORT FOR MAIN PIER H [IMPIQ I HAVE BEEN A RESIDENT OF HETNTINGTON BEACH FOR 21 YEARS. I AM CONCERNED ABOUT THE MPII PROJECT CONENG UP FOR YOUR VOTE JULY 5, I995. 1 AM IN FAVOR OF THIS PROJECT AND HOPE THE COUNCII. WILL VOTE IN FAVOR OF THIS PROJECT. THE DOWNTOWN AREA IS IN NEED OF THIS TYPE OF CLEANING UP. THE REDEVELOPMENT PROCESS HAS BEEN GOING ON FOR OVER 12 YEARS, ANM ITS TIME TO GET ON )N'ITH IT. OVER THE LAST 5 YEARS THE CITY, RELATED PROPERTY OWNERS, AND THE COULTRUP COMPANIES HAVE SPENT ALOT OF TIME AND MONEY TO GET THIS PROJECT TO THIS POINT. YOU HAVE A CONTRACT IN PLACE AND APPROVED PLANS VWM ALL PARTEES. PLEASE DON'T Mf SS THIS OPPORTUNITY, ANM APPROVE THE 1APII PROJECT. YOURS TRULY; wtj�2 GENE N. HILL ij`l 2 1995 - • ►�ECE�yEo (•I� v ritaA. HUN , %:M Zr CALIF. JR S 3 28 Pil '35 JU-m 29, f WS C�y of H,� :; ,,Icn Sereh, City Council AFe, R'KA: Fat .cones To all Cam: it embem 5 r-Ujc Support for Main Pier 11 Pioject i have i*en a fesideni and concemed c irmn of Huntington Beach, for over five years: also, hz ee N:_e?t' mcnl:ered the develol rml of the dm tcwn area. ! am in fwmr of the Main Pier 11 Prcject and feet their prcject should be compteted. You have a contract In place, an approved plan and ooastat commfsslon approval; everything a cily needs from a redeveicpment project is aoheWd wKh Marn Pier H. P'zase, approve Wks project so wr, can Improve our area. Yours Truett', Cal wiereGlint 6:.52 Hme'r"_ !a.W. H,Wlinglon beach, CA 92648 (714) eft 992'2 %W;&.5 JUN-30-95 FRI 10:39 Ar•%,..jAKER INVESTMENT 964 6655 w tOA4 / Baker Invesimira Cor,3u4c1n11/(:or1pony NewYork + Callfom;,i - G. MC Oa • le-101 Nc.rv�t.11t{�:. 9660 Ow.w pa11 Di . Hvnhn,2ron £.osk. CA 92A/6 1714) 964.935-1 , FAX (714) 96,A•0653 June 29, 1995 Pat Jones City of Huntington Beach, City Council RE: Support for Hain Piar11 (MP11) As a resident/buaineas peroon and concerned citizen of HB I am in favor of the MPil project, We need to cloan up and finish the downtown area. The empty and blighted buildings are unsafe. This redevelopment process has been going on for over 15 years, the last five wi.th•Coultruo Companies at Substantial investment of both time and money by the City, Coultrup and other parties. Please do not miss this opportunity. Nov an affordable housing plan is available and MP11 is financially feasible. The California Coaotal Commitsion has recently scrutinized the project and voted overuheltaingly in favor of the project, Everything the City needs from a redevelopment project is achieved with MP11. Please approve the MP11 project. P. 02 e-f mi-V Alike Roberts P.O. Box 536, 1luntinglon Brach, Ca 92644 714 960-2560 � � w my=a,,, Friday, June 30, 1995 7'. Honorable Members of the City Council � = City of Huntington Beach w L Re: Alain Pier, Phase II This is a personal letter to each of you. to consider the positive impact that the .1,01I Project will have on the Downtown and nearby environs. I and my family are exlTemely sensitive to ~what improvement means. We live near $th and Palm at 623 8th Street. What occurs throughout the Downtonn impacts the quality of our lives. Any improvement improves that quality. MPII «ill mean the improvement and or replacement of several shabby Iooking buildings on our first block of Alain street and on the corner of Sth and PCH. It ,%Nill mean the replacement of a bleak parking lot %c7th a beautiful new residential development. It %vill mean the continued gro%%Ili and enhancement of D6%mitown HB. It will mean another step forward in this process. Every effort must be made to enable this project to go forward. We ask that that effort be made and that the project is allowed to become a reality at this time. Thank You, Mike & Katie Roberts Also thanks from Julia, Jennifer and Jovanni. L9540I SENT 8Y,h9S/Lowry, Inc. 9-30-55 ; 3:01Pbl Irvine- 53E5233;« 2 Tune 30, 1995 Ln n r: _• ems*+ .*� ter• � r, r,_, (V rs O City Council City of Huntington Beach r RE; AL&V PIER II OEM PROJECT Attu: Pat To M, I Dear Council Members; As a former Huntington Bewh resident and long-time visitor to the downtown/pier arrz, I am in favor of the N%31 Project. The redevelopment of this area has been groat but we need to fn' with it by zpp vvmg ibis project. Let's ]dck this project off dead -center and move forward with cleaning up a remaining empty and blighted buildings. This project mill be good for the economy, the Ci and the region. I am truly amazed at how long the political process has dram out this projee4. Let's take a giant step forward by approving this project, now. Sincerely, ,Lail Richad D. Swart 22 Hickory Irvine, CA 92714 JLN-1 20 ' 95 13 *-34 HB �arrr6er ��rrmcrce .Tune 3 0,1995 1 l 1 CHAM -zR OF COI V. 71 960 -765 ! �•r� Mayor Vic Leipzig and Members of the City Council P.O.190 Huntington Beach'Ca. 92648 Dear Mayor Leipzig: P. 2 The Chamber representing some 900 businesses in the city wishes once again to go on record in support of Main Pier Phase YI (Coultrup Project), consisting of 90 Condominium Units 11,296 square feet of retail, 15,000 square feet of restaurant, and 9,970 square feet of office space. As stated previously many times, the Chamber has always felt that the completion of blocks 104 and 105 is a very integral part of the puzzle towards the completion of the Downtown renovation. Just recently the Coastal Commission reviewed the project and overwhelmingly approved it. And, it is our understanding that the proposed project can move forward from this point and will generate enough revenue to more than cover the remaining cost. For the past five years both the city and the developer has had a tremendous investment of both time and money in this project. You now have the opportunity to approve this project and make it an important asset to the area aesthetically as well as economically in the form of sales and property tax revenue. If this project isn't approved, what is our alternative? We urge your support of Main Pier Phase 11. Sincerely, sa "Y1 �I L &4— — Barry Eilerbroek Chairman cc. City council Uberuaga Silver 2100M* $trad Sulu ao Hundnctw Beast. CA 92648 .� �t �J RFo►341> 7-11-12s- STATEMENT OF ACTION OF THE CITY COUNCIUREDEVELOPNIENT AGENCY Council Chamber, Civic Center Huntington Beach, California Monday, June 5, 1995 A videotape recording of this meeting is on file in the City Clerk's Office. A r �� 7�ir/Is Mayor Pro Tern Sullivan called the regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach to order at 6:30 p.m. PRESENT: Harman, Bauer, Sullivan, Dettlof% Garofalo (Green arrived 5: I5 p.m.) ABSENT: Leipzig ****Rat****R*******Ri1R**IYRRRR***R*R**RRRRIYRRRR*R*f�RRR*RRRRyIRili�RilRRItRRRRRR (Redevelopment Agency) Determination of Ap-ency Financial Ability► To Perform Obligations Under Coultrup Companies et al - Disposition and Development Agreement - Main Pier Redevelopment Protect Area - Approved 000.30) A4••!!A4!!!A4!!!4#!!!!!AA!!lAA44!!lAAAA!!!!A4!!!!##AAA44AAA4A##AAA44AAAAA44A#A#AAAiAA A motion was made by Bauer, second, Green, to make a determination that the Redevelopment Agency does not have sufficient funds available to complete all of its obligations under the Disposition and Development Agreement and direct staff to return with the appropriate follow-up action. Councilmember Green informed Council that he had second the motion hoping that the staff will come back with some way to solve the Affordable Housing situation. Councilmember Garofolo asked Councilmember Green if Council was directing staff to do that and Councilmember Green stated no, that is part of it; that is the appropriate follow-up. The motion carried by the following roll call vote: AYES: Harman, Bauer, Sullivan, Dettloff, Green NOES: Garofalo ABSENT: Leipzig #A44A#AAA4lA#A4lAAA!l444#!#44ilAAA##IAAAAAi4#AAAA!!!!##4AlA##!A##4!4##4!!!A!#AAA*AAA# PaQc 2 - Statement of Action 6/1.) Mayor Pro Tempore Sullivan adjourned the regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach. ATTEST: /s/ Connie Brockway City Clerk/Clerk STATE OF CALIFORNIA ) County of Orange ) ss: City of Huntington Beach ) /s/ Connie Brockway______ City Clerk and ex-ofricio Clerk of the City Council of the City of Huntington Beach, California Is/ Dave Sullivan Mayor Pro Tempore 1, Connie Brockway, the duly elected City Clerk of the City of Huntington Beach, California, do hereby certify that the above and foregoing is a true and correct Statement of Action of the City Council of said City at their adjourned regular meeting held on the 5th day of June, 1995 to Thursday, June 15, 1995 at 5:30 p.m. in Room B-8, Civic Center. Witness my hand and seat of the said City of Huntington Beach this the 5th day of June, 1995. City Clerk and ex-officio Wrk of the City Council of the City of Huntington Beach, California g:stmtact10605stmt L. . CounciVAgency Meeting Held: Deferred/Continued to: Approved 0 Conditionally Approved 0 Denied City Clerk's Sign re Council Meeting Date: June 5, 1995 Department ID Number. 95-19 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: Honorable Chairman and Redevelopment Agency Members SUBMITTED BY: Michael T. Uberuaga, Executive Dire PREPARED BY: Ray Silver, Assistant City Administrator/Acting Director of Economic Development XAJ SUBJECT: Determination of Agency Financial Ability to Perform Obligations Under Coultrup Companies et al. Disposition and Development Agreement (Main Pier Redevelopment Project Area) Statement of Issue, Funding Source, Recommended Action, Alternative Action, Analysis. Environmental Status, Attachment(s) Statement of Issue: On July 6, 1993, the Redevelopment Agency and Coultrup Companies et. al., entered into a Disposition and Development Agreement (DDA). Section 210 of the DDA states: 'The Agency shall determine, in its sole and absolute discretion, within 30 days of the approval of the Downtown Specific Plan by the Coastal Commission, that the Agency has sufficient funds available to complete all its obligations under this Agreement.' The 30-day deadline ends June 10,1995. Funding Source: NIA Recommended Action: Motion to: Make a determination that the Agency does not have sufficient funds available to complete all of its obligations under the Disposition and Development Agreement. Direct staff to return with the appropriate follow-up action. Alternative_Action(s): 1, a) Waive Condition (xi) of Section 210 of the DDA which requires the Agency to determine the financial feasibility of the project. b) Direct staff to identify possible non -Agency funding sources. REQUEST �'611 REDEVELOPMENT AGEISL'Y ACTION MEETING DATE: June 6, 1995 Analysis: Bac- kgmund: DEPARTMENT ID NUMBER: 95-19 On July 6, 1993, the Redevelopment Agency entered into a Disposition and Development Agreement (DDA -Attachment 1) with the Coultrup Companies, Birtcher Real Estate Limited and the Main -Pier Property Owners. The DDA outlines the terms for the development of the Main -Pier Phase lllCoultrup project, consisting of 80 condominium units and 40,000 square feet of retail/restaurant/office space. The project site is located in the two blocks bordered by Main and Sixth streets, Pacific Coast Highway, and Walnut Avenue. On July 6, 1993, the City Council also approved the project's building entitlements on appeal from the Planning Commission (Attachment 2). The entitlements were subsequently appealed to the California Coastal Commission for review and reconsideration. On April 12, 1995, the Coastal Commission considered the appeal and found substantial issues existed. The Coastal Commission then continued action on the item, tentatively scheduled to be considered at its meeting of June 13-16, 1995. The issues to be reviewed are strictly land use issues, and are not affected by the Agency's financial determination. Section 210 of the DDA states: `The Agency shall determine, in its sole and absolute discretion, within thirty (30) days of the approval of the Downtown Specific Plan by the Coastal Commission, that the Agency has sufficient funds available to complete all its obligations under this Agreement! The Downtown Specific Plan/Master Parking Plan was first considered by the Coastal Commission on March 15, 1995, and the Plan was approved with minor modifications. The City Council formally accepted those modifications on April 17, 1995, and final approvals by the Coastal Commission on the Downtown Specific Plan were received on May 10, 1995. Therefore, the Agency is required to make its financial determination by June 10, 1995. Jon T. Coultrup, Coultrup Companies, in a letter dated May 9, 1995, (Attachment No. 12), requested the Agency to remove the condition of the financial feasibility in the Disposition and Development Agreement. He also requested that the June 10, 1995 date to make the financial feasibility determination, be extended to June 19, 1995. Financial Issues: Staff presented its initial cash flow analysis of the Agency's remaining DDA financial obligations to the Economic Development Committee on February 3, 1995. That analysis portrayed a potential positive cash flow of approximately $181,000 . Further analysis resulted in the revision of both costs and revenues. RAA95.19.DOc -Z- 06101/95 11:28 AM REQUEST 116R REDEVELOPMENT AGEfS ,-Y ACTION MEETING DATE: June 5, 1995 DEPARTMENT ID NUMBER: 95-19 The offsite improvement cost initially considered at an estimated $100,000 was based on estimates prepared prior to the approval of the final project design. The revised estimate came in significantly higher at $585,000. Construction of a new Terry Buick Parking lot alone came in at $120,000 including decorative paving. The majority of the increase is due to the demolition and reconstruction of streets adjacent to the project (Main, 5th, Walnut and PCH). These revisions to the offsites and the cleanup reimbursement turned the projected $181,000 surplus into in an Agency cash flow deficit of $54,000. In 1994, the Agency purchased the Sarrabere/Wood/Goodman property at $1,085,000 which was paid out of the Main -Pier Redevelopment Project Area. The Report 33433 estimated the cost at $630,000. The cash flow analysis for Main -Pier Project Area (Attachment No. 6), projects a zero balance for the end of fiscal year 1994/95. The cash flow analysis for the Low -Income Housing Fund, including a projected affordable housing cost of $1,334,500, would result in a negative balance of $1,055,185 at the end of fiscal year 1994/95. As shown in Attachment No. 7, the Main -Pier Area has no cash surplus; in fact, the Huntington Center Project Area (Attachment No. 8) is contributing $360,184 for repayment of City debt in 1994/95 for the Main -Pier Redevelopment Project Area, and $428,407 for payment of the Main -Pier Housing set aside obligation for fiscal year 1994195. It is projected to continue paying this obligation in the years to come. Site Remediation Staff has been notified that the Agency's application had been approved by the State's UST (Underground Storage Tank) Fund Program for reimbursement of monies expended by the Agency offsite remediation for the Main -Pier Phase II site. The fund allows reimbursements up to $990,000, and currently, staff has requested approximately $250,000. The letter of commitment is on hold pending the Governor's signing of the 1995/96 budget. Our Claim Reviewer estimated we would receive the first reimbursement in August if all goes according to schedule (Attachment No. 4). Section 209 of the DDA (Attachment No. 6) provides for the Agency to pay up to $200,000 for site remediation. In the fiscal year 1994/95 budget, $250,000 is appropriated for site remediation. Affordable Housinq Section 202 of the DDA obligated the Agency to fulfill the project's affordable housing requirement of 12 units. This cost was not included in the preliminary cash flow analysis in February, 1995. Attachment No. 3 represents the analysis, including the affordable housing requirement. Historically, the Agency has incurred this obligation and attempted to expend its 20% Set Aside Funds to provide the required units as the funds become available. As RAA95-19.DOC -3- 0610119511:28 AM REQUEST 0611 REDEVELOPMENT AGEktll ACTION MEETING DATE: June 5,1995 DEPARTMENT ID NUMBER: 95-19 shown on Attachment 9, there are no uncommitted Housing Set Aside Funds; in fact, the Huntington Center Redevelopment Project Area is contributing $428,407 each year to pay the amount due each year by the Main -Pier Redevelopment Project Area. Section [202114. of the DDA states: "Agency shall provide replacement housing units as required by law and shall assure that a minimum of 12 units of affordable housing are provided consistent with Community Redevelopment Law. Agency shall have the right to designate twelve units as affordable to low and moderate use pursuant to the guidelines of the City's requirement. Such designation shall not effect the market price of the unit to the Developer as the Agency's low to moderate housing funds shall be utilized to make the unit affordable to the designated eligible family or individual! Condition of Approval (for C.U.P. No. 92-17) No. 9.g. reads as follows: "Prior to issuance of building permits for the construction of the residential portion, Developer` shall provide the city with an Affordable Housing program to be approved by the Community Development Director and in accordance with provisions of the City's adopted Housing Element and Redevelopment Law. The affordable housing program shall provide for the development of not less that 12 residential units which will be available at affordable housing costs to persons and households of low and moderate income, with not less than five of those units available at "affordable housing costs' to 'very low income" households as defined by the Department of Housing and Urban Development (H.U.D.). The affordable housing program shall identify housing proposals, locations and implementation strategies for the development of new residential units designed for families of low and moderate income. -The developer" shall provide affordable housing within the residential portion of the site or provide affordable housing offsite. If all or a portion of the affordable housing is to be provided offsite, one or more of the following must occur prior to the issuance of building permits of the construction of residential phase of Main -Pier Phase 11. 1. Control of an offsite location acceptable to the City. 2. City approval of a development plan for an offsite location. 3. Prior to issuance of building permits, the applicant shall identify a location for the replacement of units lost through demolition. Said plan shall comply with Section 33413.5 of California Community Development Law. All units must be replaced within four years of approval of this Conditional Use Permit.' * The DDA provides for the developer to be the Agency. RAA95-19.a0C 4- 0=119511:28 AM REQUEST �6R REDEVELOPMENT AGEtSLY ACTION MEETING DATE: June 6,1995 DEPARTMENT ID NUMBER: 95-19 On July 19, 1993, the Agency reviewed a Main -Pier Phase lllCoultrup Affordable Housing Plan (Attachment No. 5). The recommended Plan required the Agency to provide a subsidy to future buyers for seven moderate -income units onsite, and that five very -low-income rental units be developed offsite in the future. The estimated costs were as follows: Subsidy AmtJUnit Sales Price Sales Prices (max.1 Affordable Unit (8% 1 st TD) $ 220,000 $159,000 Moderate Income $ 61,000 220,000 38,500 Very Low Income 1810500 Total Subsidy Required: 7 Moderate x $ 61,000 = $ 427,000 (it all twelve (12) are 5 Very Low x 181,500 - 907,500 provided on -site) Total: $ 1,334,500 This plan was denied by the Redevelopment Agency at their July 19, 1993 meeting. If the Agency so wishes, they could direct staff to identify possible non -Agency funding sources to comply with the Affordable Housing requirement in Section 202 (14.) of the DDA by using HOME funds allocated to the city for fiscal year 1994/95 and fiscal year 1995196 to provide the 12 affordable units. Staff is not recommending the use of HOME funds to provide the 12 affordable housing units required for this project. Presently, these funds are anticipated to be used to further meet the Production Housing deficit of 66 units required under Redevelopment Law (Attachment No. 13) that occurred since the establishment of Redevelopment. Of the fib units, 52 are in the Main -Pier Redevelopment Project Area. Eco�: The recession of the early 1990's led to a substantial dawn -turn in the California real estate market which is still lingering. Reassessment of property values has led to a decline in the amount of tax increment generated in the city's Main -Pier Redevelopment Project Area. Agency's revenues have experienced further decline due to the Orange County bankruptcy on December 6, 1994. This resulted in a 20% decline in the Agency's fund balance in each of the project areas, and the low-income housing fund. Environmental Status: NIA RAA95.19.DOC _' - 06101/95 11:28 AM REQUEST*?6R REDEVELOPMENT AGEk&Y ACTION MEETING DATE: June 5, 1995 DEPARTMENT !D NUMBER: Attachment(sl: 95-19 1. DDA staff report dated July 6, 1993. 2. Entitlement staff report Dated July 6, 1993. 3. Main -Pier Phase IIICoultrup DDA Cash Flow Analysis. 4. UST Cleanup Fund Program memo dated May 26, 1995. 5. Housing Plan staff report dated July 5, 1993. 6. Section 209 of DDA Site Remediation. 7. Agency Cash Flow Analysis, Main -Pier Project Area. S. Agency Cash Flow Analysis, Huntington Center Project Area. 9. Agency Cash Flow Analysis, Main -Pier Low Income Housing. 10. Affordable Housing Strategy RCA. 11. Disposition and Development Agreement (on file in City Clerk's office) 12. Letter from Jon T. Coultrup, dated May 9, 1995. aAA95-19.Doc .6- 0610119511.25 AM ATTACHMENT NO. 1 ATTACHMENT 11 RE, QUE' FOR CITY COUNCIL .TION/ REDEVELOPMENT AGENCY ACTION APPROVED BY CITY COUNCIL 1qv— crrY ED 93-21 Date July 6. 1993 Submitted to: honorable Mayor/Chairman & City Council/Redevelopment Agency Submitted by: Michael T. Uberuaga, City Administrator/Executive Director Prepared by: Barbara A. Kaiser, Redevelopment Director Subject: Disposition and Development Agreement between Coultrup Companies & Birtcher Real Estate Limited and the Redevelopment Agency of the City of Huntington Beach Main -Fier Redevelopment Project Area Consistent with Council Policy? M Yes [ ) New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments 901 STAT NTENT OF ISSUE: Since July 15, 1991, the Redevelopment Agency staff has been in negotiations with the Coultrup Companies for development of a condominium project and 40,000 sf commerciaUretaiVrestaurant project located at Main Street, Pacific Coast Highway, Walnut Avenue, and Sixth Street. A Disposition and Development Agreement (DDA) has been executed by Coultrup Companies, Birtcher Real Estate Limited and the Main - Pier Property Owners to implement this proposed project. BUQNTN ENDED COUNCTUAGENCY ACTION: 1) Conduct a joint public hearing on the Disposition and Development Agreement; 2) Adopt City Council Resolution No. 6429, and Redevelopment Agency No. 240; 3) Approve the reallocation of $350,000 to be used for payment to Coultrup Companies in Compliance with the terms of the DDA. ($200,000 upon DDA approval, $150,000 if Downtown Master Parking Plan denied);. 4) Direct the City Attorney to prepare a waiver and Release of Claims to be executed by Coultrup Companies prior to release of the $200,000, but not Iater than 30 days after approval of the DDA. kwd ANALYSIS: The Redevelopment Agency has been attempting to develop a feasible plan for the redevelopment of these two blocks for the Iast 8+ years. Extensive negotiations with two different developers and the remaining property owners ended without success. The Agency's Iast attempt began with the issuance of a Request for Proposals in the fall of 1990. The RFP included an Owner Participation requirement, therefore, only submittals including the participation of one or more existing property owners would be eligible for consideration. In July of 1991, the Agency entered into a 120-day Exclusive Negotiation Agreement (ENA) with CouItrup Development Company and six of the Phase H property owners for the purpose of negotiating a Disposition and Development Agreement (DDA). Although the formal ENA expired in November of 1991, the Agency directed staff to continue good faith negotiations, as long as progress towards culminating an agreement was being made. The Coultrup Companies, Birtcher Real Estate Limited, the Property Owners, and staff have agreed to all the terms in the attached DDA. The Coultrup Companies and the property owners have entered into a General Partnership Agreement for the development of Block 104 (Attachment No. 11 to the DDA). The DDA calls for the proposed project consisting of approximately 40,000 sf of visitor -serving commercial space, including a mix of retail, restaurant, and offices. All of this visitor -serving commercial space %ill be located on Block 104 (bordered by Main & 5th streets, Pacific Coast Highway, and Walnut Avenue). Approximately 20,000 sf will be housed in a new two-story structure with 100 linear feet of storefront along Main Street. The remaining, approximate 20,000 sf will be located on Pacific Coast Highway in a three-story structure, with 90 linear feet of frontage. The residential element of the project is located in Block 105 (bordered by 5th & 6th streets, Pacific Coast Highway, and Walnut Avenue), directly northwest and adjacent to the visitor -serving commercii . The 80 condominiums will consist of various floor plans to include 34 one bedrooms, and 46 two bedrooms, ranging in size from 838 sf - 1,290 sf. The average projected sales price is $248,000, with most units having ocean views. The residential component not only enhances the economics of the project, the influx of new residents downtown will provide much needed patronage to the shops and restaurants in the off-peak season. I)eveloper/Partnership Obligntions 1) Property Acquisition: Purchase Agency parcels for a total of $1,800,000 on Block 105. Exchange one parcel on Block 105 for one parcel on Block 104, with the Agency to pay an additional $99,000 to compensate the property owner. 2 2) Project Description: Develop a mixed -use project with approximately 40,000 sf in two commercial/office complexes along Main Street & PCH, an 80-unit condominium project on Block 105, and related parking, as entitlements specify. 3) Financing: Coultrup/Birtcher to provide financing for development, acquisition, and construction of Block 105. The property owners are responsible for providing financing for development and construction of Block 104. 4) Public Improvements: Developer to construct and pay for all offshe and onsite improvements for Block 105, with the exception of curb, gutter, and sidewalk adjacent to the Worthy parcel. 5) Hazardous Alaterials: Developer will bear the cost of its own investigation and cleanup of parcels it owns. Developer may terminate if cleanup costs exceed $125,000. 6) Property Owner Business Expenses: Partnership is responsible for allocating $380,000 provided by the Agency to individual property owners for the purpose of covering any and all relocation, down time, and potential goodwill costs. 7) Equity Sharing: Developer will share 50% of residential sales revenues received above agreed upon threshold with the Agency (10% equity return, $3.2 million profit on sales). 8) Demolition: The partnership shall have demolished the existing commercial structures on Block 104 at their cost (except the Lane parcel) prior to transfer of the Agency and third -party parcels, and prior to the start of construction of the condominiums on BIock 105. 9) Partnership: Partnership documents between the property owners and Coultrup Companies have been executed. Such documents define the relationship and responsibilities between the property owners and Coultrup Companies. 10) Guaranty: If the project is terminated because of the inability to finance Block 104 and/or Block 105, Coultrup Companies will return to the Agency $200,000 initially provided at the time of DDA approval. This provision is backed by an unsecured Coultrup Companies guaranty. 3 Redevelopment Agency Obligations: 1) Property Disposition: Agency to sell its parcel, (including Wimpi's parcel) if acquired, to the developer for $1,800,000. 2) Public improvements: The Agency is to construct, or cause construction of, all offsite public improvements for Block 104, as well as those curb, gutter, and sidewalk improvements adjacent to the Worthy parcel in Block 105 (estimated at $100,000). _ 3) Hazardous Nfaterials: The Agency is required to bear the cost of investigation and cleanup of any hazardous materials located on property currently owned before sale of the site, and up to $100,000 on parcels to be acquired. After disposition, the Agency is responsible to the extent of $200,000 for any supplemental cleanup worked required on its property, with the right to terminate if costs exceed $200,000. 4) Development Fees: The Agency is responsible for paying to the city any increase in development fees for a period of 10 months, after California Coastal Commission approval of the Downtown Specific Plan/Downtown Master Parking Plan (estimated at $200,000). 5) Business Expenses: The Agency is obligated to pay the partnership $380,000 to cover any and all relocation, down time, and potential goodwill costs, plus actual cost of relocating non -property owner commercial tenants (including Wimpi's, if acquired), and all residential tenants (estimated at $250,000). 6) Parking: Downtown Master Parking Plan to be approved by the City Council and Coastal Commission. Agreement will terminate if Plan is not approved. 7) Eminent Domain: The Agency agrees to consider use of its eminent domain authority to purchase the Wimpi's site at its own expense, if necessary. Further, the Agency agrees to consider use of eminent domain for any partnership property owners' property that drops out of the deal, at the expense of the partnership. 8) Affordable Housing: Agency to assume responsibility for complying with the affordable housing requirements under Redevelopment Law. The Agency adopted the Replacement Housing Plan on July 20, 1992. The Affordable Housing Plan is scheduled for City Council action on July 6, 1993. 9) Reimbursement: Agency to provide developer with $200,000 upon execution of the DDA. Agency to provide Coultrup Companies an additional $150,000, if agreement terminated due to failure to obtain Downtown Master Parking Plan approval. 4 10) Financing: Agency to provide a maximum interest subsidy to the property owners not to exceed $490,000 to be negotiated directly with the Iender, providing permanent financing for Block 104 only. 11) New Construction/Rehabilitation: Building shall be of new construction, with exception that Agency shall consider requests for individual reconstruction for the buildings owned by Mulligan, Draper, and Alfonso. The Agency, at its discretion, will determine if the buildings are to be reconstructed, rather than built new. Public Benefits of the Proposed Project: 1) The DDA furthers the objectives of the Community Redevelopment Law, and implements the Redevelopment Plan for the Main -Pier Redevelopment Project Area. 2) The DDA provides for removal of blight and upgrade of two city blocks with new development which will provide new property tax and sales tax revenues and new employment opportunities. 3) The proposed project is the most cost-effective proposal submitted to the Agency since redevelopment of the area was first proposed in 1984. 4) The project has tentative commitments for construction financing to complete both the commercial and residential portions of the project. 5) The development team of Birtcher and Coultrup are experienced in the development of mixed -use projects of the scope and magnitude as contemplated in the agreement. 6) The DDA provides maximum opportunity for owner participation, and minimizes the extent of property acquisition required to implement the project. 7) Development of the site completes the entryway to the downtown retail corridor, and complements the city's investment in a new pier structure, Pierside Pavilion, Pier Colony, Main Promenade parking structure, second block rehabilitation, and other redevelopment projects. 8) The project provides for the comprehensive development of the site under one master developer and one construction company. 5 M Redevelopment Analysis: (Main -Pier Redevelopment Plan) The general objective of the Main -Pier Project Area is to improve, upgrade, and revitalize those areas which have become blighted because of deterioration, disuse, economic, physical, and social maladjustments. The Coultrup/Birtcher project, as proposed, meets the following objectives as defined in the Redevelopment Plan. 1) Eliminates blighting influences, including deteriorating buildings, incompatible and uneconomic land uses, inadequate public improvements, obsolete_ structures, and other physical, economic, and social deficiencies; improves the overall appearance of streets, parking areas and other facilities, public and private, and assures that all buildings are safe for persons to occupy. 2) Encourages existing owners, businesses and tenants within the Project Area to participate in redevelopment activities. 3) Provides adequate parcels and required public improvements so as to encourage new construction by private enterprise, thereby providing the city of Huntington Beach with an improved economic base, 4) Provides adequate public improvements, public facilities, open spaces, and utilities which cannot be remedied by private or governmental action without redevelopment. 5) Provides construction and employment opportunities in the development of these facilities, and provides employment opportunities in the operation of the proposed commercial facilities. 6) Provides for relocation assistance and benefits to Project Area residents and commercial tenants which may be displaced. Removal of BlightlImprovement of Tax Base: The two blocks located along Main Street and Pacific Coast Highway remain the two most dilapidated blocks within the downtown area. The properties include vacant lots, closed storefronts, seismically unsafe buildings, under-utilized properties, and inadequate public improvements. The project, as proposed by Coultrup/Birtcher, would provide for removal of these blighting influences and construction of new residential, office, and commercial uses consistent with the Redevelopment Plan for the area. The project would also complement the recently completed Pierside Pavilion and Pier Colony complex located directly adjacent to the southeast. Construction of new building swill provide an increased property and sales tax base for the city, and lead to an increase in City and Agency revenue. In addition, new 6 employment opportunities will be created in both construction of the facilities and long- term employment benefits in the commercial establishments. Economic Analysis: A Section 33433 Report has been completed and submitted by the Agency's economic advisors, Keyser Marston Associates, Inc., in conjunction with completion of the Disposition and Development Agreement (see attachment). Currently, Agency investment in land acquisition, relocation, and hazardous materials Remediation, stands at approximately $4,518,000. Additional land acquisition is estimated at $729,000. Costs for relocation, hazardous materials remediation, public improvements, and city fees total approximately $1,230,000. In addition, Block 105 peedevelopment cost advance to Coultrup Companies is $200,000. The Agency's total investment will, therefore, be approximately $6,677,000. In addition, the Agency has contingent liability for an interest subsidy of $490,000 to the lender for the commercial properties, or $150,000 to Coultrup Companies if the Downtown Master Parking Plan is not approved. The Agency's contribution will be reduced by the developer's payment of $1,800,000 for the land, and tax increment revenues of approximately $1.7 million. In addition, the $200,000 payment to Coultrup Companies paid upon execution of the DDA will be repaid to the Agency. Therefore, the Agency's net investment is approximately $3.6 million. This may be further reduced by any Agency participation in the sales proceeds of the condominium units. The Agency's participation does not include any affordable housing set aside funds that may be allocated to meet this requirement of the project. The project will not proceed if a parking facility is required to be built. In that case, the developer will be entitled to $350,000 in reimbursement only. If the project were to proceed as planned, the following costs would be realized: Project Costs: Spent to Date Land, Relocation, Toxics $ 4,518,000 Additional Land Costs 62Q.M $ 5,148,000 Riture Costs Additional Costs $ 2,019,000 Developer Land Payment-1.800,000 Developer Reimbursement--200,000 $ 19,000 The Redevelopment Agency maintains the right to terminate the DDA if, within 30 days after the approval of the Downtown Master Parking Plan, the Agency at its discretion, determines it does not have sufficient funds to complete its obligations under the DDA. fJ The target . market for the residential units of the project remains at approximately $248,000, which does well in sales throughout the city. Units with prices at $300,000 and above have been slow in selling along the Huntington Beach coastline. As a comparison to this Coultrup/Birtcher proposal, the previous proposal in negotiations with Griffin/Related Properties was identified as "Plan B-3." After analyzing the cost of the "Plan B- 3," it was determined that the cost of owner participation for this approach would not be feasible. The analysis performed by an independent economic consulting firm (Keyser Marston) indicated that over the life of the project, the cost benefit of this approach to the Agency, net of all returns, was an approximate loss -of $16,million. Financing Commitment: The owner participants are currently negotiating with Liberty National Bank to provide Small Business Administration (SBA) loans for construction financing for the commercial storefronts along Main Street. Owners of property along Pacific Coast Highway will most likely be financed directly by the lender since they do not meet the minimum owner occupancy standards of SBA. According to bank representatives, they are optimistic that financing arrangements will be completed. Coultrup has brought in Birtcher Real Estate Limited as general partners to replace the KN Group. Birtcher is interested in Huntington Beach for a number of reasons. Their corporate objectives include expansion into the residential area of development. They see a potential in Huntington Beach for developing a number of mixed -use projects in prime locations along the coastline. Birtcher has substantial experience in working with redevelopment agencies throughout California, and they have an excellent reputation in terms of project quality and completion. The addition of the Birtcher team substantially enhances the financial resources available for project financing, and increases the likelihood of project compleUo-n. Birtcher will work with Mitsui and Company (USA) on the development of this project. Birtcher's financial relationships include partners such as Aetna Life Insurance Company, Citicorp Real Estate, Inc., General Electric Investment Corporation, Mutual Life Insurance Company of New York, Teachers Insurance and Annuity Association, and cities throughout southern California. Development Team: CouItrup Companies was formed in 1984, and is a full -service real estate development firm. In conjunction with the former Coultrup Construction Inc., the company has completed projects in Huntington Beach, Long Beach, and Seal Beach. The company specializes in the acquisition and development of apartment, condominium, and office buildings. 8 Birtcher Real Estate Limited, is a joint venture between Birtcher and Mitsui and Company (USA) Inc., for real estate development on the Pacific Coast. Birtcher is the 19th largest developer in the United States, based in Laguna Niguel, with 6.5 million square feet under development. Mitsui and Company is an international trading company based in New York with a 1990 total revenue of $27 billion. The joint venture will emphasize single and multi -family developments, marking a return to residential building for Birtcher which has been concentrating on commercial development in recent years. Owner Participation: The DDA, as proposed, includes the participation of eight property owners, covering six separate properties. Only one property is contemplated for purchase at this time (Wood/Sarrabere/Goodman). Owner participation is strongly encouraged in the redevelopment plan for the Main -Pier Redevelopment Project Area. This high-level of owner participation significantly reduces the cost of the project to the Agency. The agreement also limits the Agency exposure to the participating owners for relocation, business down time, and goodwill losses to approximately $380,000. Further each property owner is responsible for the financing and construction of their portion of the new buildings. Failure to secure financing by each of the property owners and Birtcher is a reason for terminating the Partnership Agreement and Disposition and Development Agreement. It is intended that the Wood/Sarrabere/Goodman property will be acquired for integration into the condominium project. The site is currently developed with Wimpi's food stand. Resolutions of Necessity were adopted by the City Council on November 2, 1992, for this property. Completion of Downtown Entryway: Completion of the proposed Coultrup/Birtcher project would provide for revitalization of the two remaining major blocks within the downtown area. The Agency and City have made substantial investments in public facilities such as the new pier, surfing museum, art center, Main Street public improvements, new water. and sewer lines, and assistance to developers in construction of commercial and residential buildings, including the Abdelmud project at 101 Main Street. Approval of the Coultrup/Birtcher DDA would significantly complete the master plan for downtown as contemplated many years ago. The project in its size and scope attempts to be consistent with the 'village concept" for the downtown. The Plan preserves the integrity of a Main Street retail and commercial corridor, while providing residential buildings to support the commercial corridor. The Master Plan for the downtown core is intended to be compatible with the adjacent transitional areas and the surrounding residential neighborhoods. Outside of the downtown core, the plan calls for commercial uses which are compatible with the adjacent residential uses, and also enhances and reinforces the primarily residential character of the area. The establishment of secure private residential uses adjacent to, but adequately buffered from the public areas is one of the objectives of the plan. In addition, the project preserves the historic Worthy building for future renovation, a primary concern identified during environmental review of the project. Fifth Street is maintained as a public street to preserve view corridors and access to other businesses located further inland along Fifth Street. Comprehensive Development: The advantage of the Coultrup proposal is that one master developer and one master contractor will be used to develop both blocks within the project. This concept provides for greater cost efficiencies and greater assurance that the project wiII be completed. Related issues: Parking - Currently under review is the Downtown Master Parking Plan which.wilI substantially affect the commercial parking requirements for the downtown area, including the Coultrup/Birtcher project. It is anticipated that this Master Plan will be considered by the Coastal Commission in early 1994. Attached is a report (Exhibit A) from Ron Hagan, Director of Community Services, related to the past operating performance of the Main Promenade Parking Structure. The report indicates that construction of a Mand parking structure would be financially infeasible due to current usage of the existing parking structure. Commercial Feasibility on PCH At the request of the City Council, Keyser Marston Associates was requested to prepare a brief analysis of the feasibility of commercial development as part of the residential project Iocated along PCH, between Fifth & Sixth streets. Their report is attached (Exhibit B), and concludes that a mixed -use project in this location is not feasible. Iiistory of the Development Site: Since late 1984, the Agency has been attempting to put together an Owner Participation Agreement/Disposition and Development Agreement with property owners and various developers for the Main -Pier Phase II project. The proposed mixed -use project consists of the two blocks bordered by Main & Sixth streets, Pacific Coast Highway, and Walnut Avenue. 10 After concluding a Request for Proposals process for the Main -Pier Phase II project on March 24, 1986, the Agency approved a Negotiation Agreement with the Main -Pacific Property Owners. The original proposal submitted by the property owners and the developer of record at that time, A-M Equities, called for a mixed -use project consisting of 275 residential units and 100,000 sf of commercial. On May 5, 1986, the Agency approved staffs recommendation that the proposed Development Concept be revised to reduce the project density (to approximately 240 units), and that plans and a pro forma be submitted reflecting this change. The Agency also directed .staff to require the developer to submit a duly executed Agreement between the property owners and A-M Equities, setting forth the rights and obligations of each party by May 19, 1986, later extended to June 2, 1986. A-M Equities was not successful in putting together the above -described program, and was succeeded by a new developer, Griffin/Related Properties. Griffin's original proposal consisted of 220 residential units and 35,000 sf of new retail space. The final proposal known as "Plan B-3," consisted of 103 residential units and commercial /retail office space. An economic analysis of the "Plan B-3," demonstrated the infeasibility of pursuing this plan because of the bottom -line, negative cost of approximately $16,000,000. On September 17, 1990, the Redevelopment Agency authorized staff to prepare and issue a Request for Proposals for a two -block, mixed -use development for the Main - Pier Phase H project. This direction was given after previous negotiations with prior developers and the property owners were not successful. Development parameters were included in the RFP. Alternative actions considered by the Agency, but rejected, included issuing a RFP to all property owners, as well as all interested parties or negotiating with property owners, for the rehabilitation of their existing buildings. On December 11, 1990, the city's Community Development Department determined that the existing building at 101 Main Street was "unsafe to occupy" because of the loosening and falling of bricks from the facade, and was therefore, vacated and closed. At that time, the property owner revived old plans that called for the rehabilitation of the existing two-story structure. Allowing the property owner to proceed with rehabilitation would have ensured that the City/Agency would not receive the street and plaza dedications and setbacks as already provided across the street on the Pierside Pavilion project. Further the owner would have been permitted to retain the then existing non -conforming second story apartment uses. 11 Therefore, the Agency directed staff to negotiate an agreement with the property owner that would enable the Agency to achieve its goals of the Main -Pier Redevelopment Plan, and yet be an economically viable plan for the participant to develop. The Agency successfully concluded negotiations with Mike Abdelmuti for development of his corner property on May 28, 1991. Two proposals for the balance of the two -block site were submitted to the Redevelopment Agency on December 26, 1990, for the Main -Pier Phase II project - Main -Pier H Property Owners Association, in partnership with Coultrup Development Company and Sheldon L Pollack Corporation. The Pollack proposal did not include owner participation. The Coultrup proposal includes all property owners (Mulligan, Johnson, Cracchiolo, Bagstad, Mase, Draper, Alfonso, and Geilim), except Lane and Wood/Sarrabere/Goodman. According to the developer, Wood/Sarrabere/Goodman is not interested in participating in a development of the block and they did not respond to the RFP. The Lanes, in a separate letter to the Agency, indicated that they plan their own extensive improvements to their property. On July 15, 1991, the Agency approved an Exclusive Negotiation Agreement with the Coultrup Development Company, in partnership with the Main -Pier Phase II Property Owners Association, to terminate on November 15, 1991. Although the November 15 deadline for completion of a DDA was not met, the City Council directed staff to continue negotiations, and provided direction related to these negotiations on several occasions. 'DING SOURQ : Reallocation of funds previously approved in the 1993-1994 fiscal year budget for Main- Pier Phase II/Coultrup demolition, relocation and toxic remediation costs. 1) Continue the public hearing and consideration of the DDA. ATTACHMENTS: 1) Property Owner Site Map. 2) Redevelopment Agency Resolution. 3) City Council Resolution. 4) Health & Safety Code Report 33433. 5) Disposition and Development Agreement. 6) Exhibit A. 7) Exhibit B. MTU/BAK/KBB: is 12 Sixth Street BLOCK 105 Main -Pier Phase II Existing Property Owners WalnutAvenue Fifth Street BLOCK 104 Lane M'ase Dra er' A1c�r�sb lop t Mulit an 40 $�:. A?.; •{�:.., .•:. . fir:>q n:;$i,:'•:>:;:.^..$${> `: :ti4: •�' j d p:{;v4},r,.,:�.}'" +.tar;.::$::S••+•:'::•{� ,•':,¢Etf{};:. :•?::::::.:•:. MJ y�'h+•Y}�'`Y$'{?{.`::}:;:f;>': $$$ :: a::::i: v 'ik•••Y+::: }:;+:;x�y', „A?,S,iti Y{?'k;}}N. '..{;,.,; +:$,<•$;SiT�+•:::4: "•�,} $}$:${$SJiq:$rit :>. $}n$ir j::::y?;$j; Pacific Coast Highway ®Redevelopment Agency Coultrup T > <: Abdelmuti LLLJ Property Owners }` Development Company Main Street Not to scale zo Nov 11, 1992 t- L,1 J /' c�i;���yCic:FO SUMMARY REPORT PURSUANT Tv SECTION 33433 of the `''� •..flee" CALIFORNIA COMMUNITY REDEVELOPMENT LAW, on a DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, COULTRUP COMPANIES, MAIN PIER PHASE II PARTNERSHIP, AND BIRTCHER REAL ESTATE LIMITED This summary report has been prepared for the Huntington Beach Redevelopment Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement ("Agreement") between the Agency, Coultrup Companies, Main Pier Phase II Partnership (Property Owners) and Birtcher Real Estate Limited (BREL). The Agreement requires the Property Owners to develop the privately owned portion of Block 104, bounded by Main Street, Walnut Avenue, 5th Street and Pacific Coast Highway with a mix of commercial uses. The Agency must purchase the privately owned parcels on Block 105, bounded by 5th Street, Walnut Avenue, 6th Street and Pacific Coast Highway to allow for BREL to construct 80 to 90 condominium units. The proposed residential and commercial development is located in the Main Pier Redevelopment Area in the City of Huntington Beach. This report describes and specifies: 1. The cost of the proposed agreement to the Agency, including relocati I on costs, site clearance costs, toxic remediatibn costs, infrastructure costs and public parking costs; 2. The estimated value of the interests conveyed, determined at the highest uses permitted under the Redevelopment Plan; and 1 3. The purchase price to be paid for the interests being conveyed. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. A. SALIENT POINTS OF THE AGREEMENT 1. Property_ Own_er_Responsibi lities Under the proposed Agreement, the Property Owners have the following Block 104 responsibilities. These responsibilities will be fulfilled by a partnership comprised of the various owners of the Block 104 properties and Coultrup Companies: a. The Property Owners will demolish the existing commercial structures on Block 104. b. The Property Owners will design and develop Block 104 with 47,500 square feet of commercial buildings comprised of retail and office uses, respecting the separate ownership of the parcels on Block 104. The commercial development will be an integrated complex in conformance with the Main -Pier Project Area Plan. C. The Property Owners are responsible for all on -site improvements on Block 104. d. The Property Owners must contribute to the toxic clean-up costs incurred on Block 104, to a maximum of $125,000. 2. BREL Responsibilities. Under the proposed Agreement, within three years of DDA execution, BREL -and Coultrup Companies must fulfill the following Block 105 responsibilities: F a. BREL agrees to purchase the 71,452 square foot parcel from the Agency for $1.8 million. b. BREL is responsible for demolishing the existing improvements located on the Block 105 properties currently under private ownership. C. BREL agrees to construct 80 to 90 condominium units and a subterranean parking garage with sufficient spaces to meet the City code. d. BREL is responsible for all on -site and off -site improvements on Block 105, except that portion adjacent to the Worthy Property, to be paid by the Agency. e. As a part of the land acquisition payment, BREL has agreed to incorporate a participation formula which allows the Agency to share in the project's net profits. The participation formula will be based on the project revenues generated in excess of the approved development costs, a 10% annual return on equity investment and a threshold profit of $3.2 million. Thereafter, the Agency would share in 50% of the subsequent revenues generated by the Block 105 project. The proposed participation formula will be impacted by fluctuations in the allowable development costs, the sales revenues and the time period required to sell the units. Based on current development cost and sales revenue estimates, the Agency will not receive any participation income. Only if the project is significantly more successful than is currently anticipated, will the Agency receive any participation income. 3 f. At the time Block 105 is conveyed, BREL must repay the Agency advance of $200,000 in predevelopment expenses. If the agreement is terminated, Coultrup Companies shall be responsible for the repayment. 3. Agency Responsibilities After the completion of the Block 104 development, and upon commencement of Block 105 development, the Agency is responsible for and shall commit the following to the project: a. Exchange Agency owned property, including 39.5 feet of street, frontage plus $99,000 for the Cracchiolo property that includes 50 feet of street frontage. b. Purchase the third party parcel necessary to complete the assemblage.of the Block 105 site. The acquisition costs are estimated at $630,000, based on an appraisal conducted February 1992. c. Finance the public improvements required for Block 104, and the off -sites required around the perimeter of the Worthy property, estimated at $100,000. d. Compensate the Block 104 Property Owners and tenants for $630,000 in relocation expenses. e. Pay any increased City permits and fees costs imposed between date of Agreement approval and ten months after the approval of the Downtown Specific Plan by the California Coastal Commission. This cost is estimated at $2000000. f. Advance $200,000 as reimbursement for Block 105 predevelopment expenses. 4 g. Finance the investigation and clean-up of toxics on the Agency -owned parcels on both Block 104 and Block 105, not to exceed $200, 000. As a separate obligation, the Agency shall pay any necessary clean-up costs on the Sarrabere/ Wood/Goodman parcel, in an amount equal to'$100,000. h. Provide housing units to meet the State mandated inclusionary housing requirements. B. COST OF AGREE14ENT TO AGENCY The estimated costs of the Agreement to the Agency are as follows: Land Acquisition, Relocation and Toxic Remediation Costs Already Expended $4,518,000 Land Acquisition (Block 104) 99,000 Land Acquisition (Block 105) 630,000 Block 104 and 105 Public Improvements 1001000 Relocation Costs 630,000 Increased City Permits & Fees 200,000 Block 105 predevelopment cost advance 2000000 Toxic Remediation Costs -- Agency Parcels 200,000 Toxic Remediation Costs - Third Party Parcels 100,000 Total Costs to Agency $6,6770000 In addition, the Agency has agreed to accept the responsibility for two contingent liabilities: a. In the event the Downtown Master Parking Plan is not approved, the Agency will reimburse coultrup Companies for $150,000 in predevelopment expenses. b. It is anticipated that the Block 104 development will not proceed until the Fall of 1994. At that time, the Property owners may incur interest costs in excess of the at interest rate currently being estimated for the Block 104 commercial improvements. The Agency has agreed to k./ fund the net present value of the interest increase up to a maximum of two percentage points. Assuming that the maximum level of assistance is provided, the cost to the Agency is $490,000. The maximum costs to the Agency after inclusion of the contingent liabilities and offsets for the public revenues, are estimated at: Total Costs to Agency $6,6778000 Plus: Interest Rate Write -down 490,000 Plus: Block 104 Predevelopment Cost Reimbursement 150,.900 Total Costs Including Contingent Liabilities $7,317,000 (Less) BREL Land Payment for Block 105 (1,800,000) (Less) BREL reimbursement for Block 105 predevelopment advance (200,000) (Less) 50% Equity share in Net Profit ___ (0) Net Costs to Agency $5,317,000 (Less) PV of Property Tax Increment Revenues (1,7200000) Net Costs to Agency After Tax Increment $31597,000 C. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The terms of the Agreement call for the Property Owners to maintain ownership of Block 104, and for the Agency to convey Block 105 to BREL. The determination of the estimated value of the interests to be conveyed BREL was made by R.P. Laurain & Associates in an appraisal dated September 9, 1991. The appraisal identified the highest and best use permitted under the Redevelopment Plan as a high density residential project. The appraisal determined that the fair market value for that use is $4.65 million. Di D. PURCHASE PRICE PAID AND REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THE REDEVELOPMENT PLAN As detailed in the September 9, 1991 valuation analysis performed by R.P. Laurain & Associates, Inc., the highest and best use of the Block 105 site is a high density residential development. The fair market value of the subject site is estimated at $4.65 million, or $65 per square foot of land area. However, the Agency has limited the scope of development to 80 condominium units. This reduction in density diminishes the supportable land value to $1.8 million. The purchase price plus the participation in net profits represent fair compensation for the subject site. The 33433 report for the Ccultrup project estimates land acquisition, relocation and toxic remediation costs already expended as $4,158,000. These costs are comprised of: and Accxuisitio Tharp Energy Conley Shupe Omohundro Terry City City Total Land Acq. Demolition/Toxics Relocation Total Sunk Costs $ 352,500 276,500 352,500 295,625 1,300,000 1,382,000 (77% of costs -- balance to 63,905 Abdelmuti) 21,448 $3,944,478 573,500 $4,517,978 7 The contingent liability to reimburse the Property Owners for $150,000 in Block 104 costs is comprised of the following: If the parking plan is not approved 150,000 $150,000 a ATTACHMENT NO. 2 ATTAetim t:N T 12 APPROVED BY CITY COUtiCF . REQ E OR CITY COUNCIL ACTION Date July 6, 1993 Submitted to: Honorable Mayor and City Council Members Submitted by Michael T. Uberuaga, City AdministratoroW Prepared by: Michael Adams, Director of Community Developmen Subject: APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17 WITH SPECIAL PERMITS, CONDITIONAL EXCEPTION (VARIANCE) NO. 92--28, TENTATIVE TRACT MAP NO. 14666 AND COASTAL DEVELOPMENT PERMIT NO. 92-14 Consistent with Council Policy? w Yes [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: 6W Transmitted for City Council consideration is an appeal filed by Coultrup Development Co. of the Planning Commission's denial of Conditional Use Permit No. 92-17 with Special Permits, Conditional Exception (Variance) No. 92-28, Tentative Tract Map No. 14666 and Coastal Development Permit No. 92-14. The entitlements are to permit the development of 80 residential condominium units along with new and rehabilitated commercial buildings totalling approximately 40,000 square feet in size with 15,000 square feet of restaurant space, 12,000 square feet of retail space and 10,000 square feet of office space. R_ECOM ENDATION: Motion to: "Uphold the appeal of Conditional Use Permit No. 92-17 with Special Permits, Conditional Exception (Variance) No. 92-28, Tentative Tract Map No. 14666 and Coastal Development Permit No. 92-14 with findings and conditions of approval." NNMETS: On August 1B, 1992, the Planning Commission denied all related entitlements for the Coultrup/Redevelopment Agency Main -Pier Phase II project. This action was appealed to September 21, 1992 meeting. 1992 meeting was to continue address the design concerns at that time consisted of 80 approximately 48,000 square uses. the City Council and scheduled for the Council action at the September 21, this item in order for the applicant to of the Planning Commission. The project residential condominium units and feet of retail, office and restaurant At the October 5, 1992 meeting, Council directed staff to develop findings and conditions of approval which could allow for the mixed use project without commercial uses along Pacific Coast Highway between 5th and 6th Streets. Council further requested that the applicant prepare a complete set of plans in conformance with the issues raised by the Council. The project was then continued to October 19, 1992 in order to give the applicant more time to prepare the information requested by Council. At this meeting an additional continuance was requested by the applicant. On November 2, 1992, a revised set of drawings were submitted to staff for review. This resubmittal reduced the project intensity to approximately 46,000 square feet of commercial activity, but increased the amount of public open space. The redesign also addressed the architectural compatibility of the residential and commercial portions of the project, in order to achieve the "predominately visitor serving orientation with the public amenities" as required by code. The project meeting and project was was once then to tabled t property owners and again continued from the November 16, 1992 the December 21, 1992 meeting, at which time the o allow for additional negotiations between the the Redevelopment Agency. In May negotiations on a new Disposition and Development Agreement between Coultrup Companies, the property owners and the Redevelopment Agency staff were concluded. This allowed for the Council on June 7, 1993 to remove from the table and set for public hearing the appeal on Conditional Use Permit No. 92-17 and all related entitlements. Council set the hearing date for July 6, 1993. In the course of negotiation of the Disposition and Development Agreement with the Redevelopment Agency and in an effort to respond to both the Planning Commission and Council concerns the project has been redesigned. The new design was submitted in part by the applicant and received on June 23, 1993, additional materials were submitted on June 24, 1993. The plan proposed additional reductions in the amount of commercial square footage. The plan proposed both new and rehabilitated buildings totaling approximately 40,000 square feet of activity. The plan proposes no changes to the 80 unit residential portion of the project. The issues raised by Council in October have all been addressed including: • Architectural compatibility of the commercial and residential structures. • Public amenities. • Fifth Street view • Compatibility with corridor. the Worthy property. RCA 7/6/93 -2- (7033d) parking The matrix below identifies the new parking demand based upon the June 23, 1993 plans: Parking Required Proposed Commercial Gross SQ. Ft. by Current Parking Code proposed PCH Bldg. - Retail 6,246- 31 - Restaurant* 6,000-- 60 - Office 6,660 27 Main St. Bldg - Retail 5,050- 25 - Restaurant* 9,000 90 - Office ,3,31Q 22 Subtotal 36,266 246 52 Abdelmuti Project (as built) Retail 13,953 70 Restaurant 2,798 28 Office 130,292 M Subtotal 47,050 219 4 Existing Gross Parking Parking Commerci-a1_[Lane) SQ. Ft. Rgggired Reguired Retail 3.500 _$ _a Total 86,816 483 61 *An additional 3,500 square feet is proposed in deck area RCA 7/6/93 -3- (7033d) Parking Required by Code 246 219 18 483 Parking Provide with Project 4� Parking Shortfall 194 215 13 422 On -Street New 23 Lost 2$ -5 Other 10 ,.oy,ltrun Abdelmuti Lane Grandfathered Credits 60 86 6 I.0 265 *Note: The parking shortfall for the Abdelmuti project was covered by the following condition: "Prior to issuance of Certificates of Occupancy all code required parking and loading Spaces shall be constructed and available for the project. The spaces shall be available either within a Main -Pier Phase II parking structure or in combination with a 65 space temporary parking lot and off -site parking spaces within 350 feet. Certificate of Occupancy may be released as parking spaces become available." Although the overall Main -Pier Phase II project is 265 spaces short of code required parking, the project is in conformance with the City's draft Master Plan of Parking. Upon adoption by the City and Coastal Commission of the Downtown Parking Master Plan this project and the remainder of the downtown core area will be considered parked. The revised plans reflect minimal changes to exterior appearance of the project. However, any additional changes which may be proposed prior to the issuance of building permits should be reviewed by the City's Design Review Board. The revised plans do reflect significant modifications. The scope of the project and land use intensities have changed. The new submittal was not complete nor was it received with sufficient lead time to complete a new plan check. Therefore, the suggested findings and conditions of approval are comments on the November 2, 1992 set of plans. The June 24, 1993 drawings can be used as evidence that the suggested changes in the November 2, 1992 design can be accommodated. RCA 7/6/93 -4- (7033d) �.i KQ8E Environmental Impact Report No. 89-6 and an addendum was certified by the City Council on November 19, 1991 for the Main pier Phase 11 project. The second phase of the development project is covered through the certified EIR and addendum. The environmental impact report and its addendum analyzed project impacts in the areas of Land Use Compatibility, Aesthetics, Earth Resources, Historic Resources, Light and Glare and Parking. It also analyzed alternatives to the proposed project, including a no project alternative, development at a reduced intensity and alternative project locations. The Planning Commission adopted a statement of overriding considerations to address the unavoidable adverse impacts created by light and glare and impacts to historic resources. The significant adverse impacts of light and glare are attributed to the standard lighting practices for new development including interior and exterior building lighting and street lighting that will be visible from adjacent areas and structures. Impacts to historic resources are a result of th demolition of existing buildings on -site. The other impacts of land use compatibility/aesthetics, Earth Resources and Parking were determined to be mitigable to a level of insignificance. The appropriate mitigation measures are incorporated into project conditions of approval. FUNDING SOURCE: Not applicable. ALTERNATIVE ACTIONS: 1. Motion to: "Refer Conditional Use Permit No. 92-17 with Special Permits, Conditional Exception (Variance) No. 92-28, Tentative Tract Map No. 14666 and Coastal Development Permit No. 92-14 to the Planning Commission for consideration and recommendation"; or 2. Motion to: "Deny the appeal and uphold the Planning Commission's denial of Conditional Use Permit No. 92-17 with Special Permits, Conditional Exception (Variance) No. 92-28, Tentative Tract Map No. 14666 and Coastal Development Permit No. 92-14 with findings"; or 3. Motion to: "Continue in order to provide the Council with additional information." RCA 7/6/93 -5- (7033d) r , $TTACF TENTS 1. Site plan, floor plan and elevations dated June 24, 1993 2. Suggested Findings and Conditions of Approval based upon the November 2, 1992 plans 3. RCA dated June 7, 1993 4. RCA dated December 21, 1992 5. RCA dated November 16, 1992 6. RCA dated October 19, 1992 7. RCA dated October 5, 1992 B. RCA dated September 21, 1992 MTU:MA: Sii: kj 1 RCA 7/6/93 -6- (7033d) ATTACHMENT NO.3 Attachment No. 3 Main -Fier Phase_II/Coultrup Remaining Agency Costs to Complete the Project 1. CraccHolo Acquisition $991-000* 2. Loan Interest Subsidy 490,000* 3. Downtime/Relocation 630,000A 4. Permit Fee Increases Subtotal 5. Site Remediation 6. Off -site Improvements 7. Affordable Housing (Range: $800,000 - $1,334,500) Subtotal Total Agency Costs Agency Revenues Developer Land Payment Developer Advance Reimbursement State Cleanup Fund Reimbursement 200 000* 300,000* * 585,000 1,334,500 51,800,000 200,000 250}000 $1,419,000 $2,219,500 $3,638,500 Total Agency Revenues S2,250,000 Total Agency (Cost)/Revenues ($Z,3889500) Note: "Line items 1-4 are capped costs listed at their maximums. Line item 5 is expected to be fully recovered from the State Cleanup Fund. **Section 209 of the DDA states that the Agency may terminate the Agreement if the Cleanup Costs exceed S200,000. Present Value of Tax Increment is $1,005,000. 'Ibis represents the tax increment in today's dollars that µill be received from the development of the Coultrup Project from 1997-199S to the end of the Main -Pier Project Area Plan in the year of 2019. 2 Revised 611195 11:48 ANI ATTACHMENT NO, 4 cW 7J ■ 1: JU V'.J I LLC" M' f LII YJ - J1 r 1",J l ;J�w IOU. :YJ. 4Fu1 ATTACHMENT 14 State of Caflf"s Memorandum TO Mr. Keith Bohr FROM ; Wsndy Westerman. Claims Reviewer UST CLEANUP FUND PROGRAM STATE WATER RESOURCES CONTROL BOARD 2014 T Street - Mail Code GO SUBJECT : Status of Loner of Commitment for Claim if253 Date: May 26. 1 995 Per our conversation today, the Letter of Comn iument (AC) for the Hunt'uigton Beach Rodeveiopment Agency, 520 Pacific Coast Highway Is on mold pending Governor Wi; son's aigniAg of the 1995/1996 Budget. When the budget is signed we will proceess your claim in order of priority on the "HOLD" Gat. If you have any questions or require further information, please do cot hesitate to cull me at (916) 227-0749. ATTACHMENT NO. 5 L 46UVA MENT #5 REQUEST FOR REDEVELOPMENT AGENCY AC11ON ED 93-11 Date Jpi 6 Submitted to: Honorable Chairman and Redevelopment Agency Members Submitted by: Michael T. Uberuaga, Executive D' L153Y t�tD OUNCIL Prepared by: Barbara A. Kaiser, Director of Redevelopment Subject: Alain -.Pier Phase II (CouUrup) Affordable Housing Ian•- 7IbI93h Consistent mith Council Policy? i X I Yes 1 1 New Policy or Exception /l I4,; Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: The Main Pier Phase II (Coultrup) project, if approved, triggers the requirements of Health & Safety Code Section 33413(b)(2). This section requires that 15 c of the units constructed (12 out of 80 units), must be provided to low and moderate income households. Of this 157o, 407o of the units must be very low income units (5 of the 12 units). Staff recommends an Affordable Housing Plan that complies ,Aith this requirement in several steps. 1) Approve the proposed Affordable Housing Plan for the Main Pier Phase 11 (Coultrup) Project, as proposed, and appropriate $732,000, using redevelopment housing funds (set aside) for implementation, if the project proceeds. 2) Approve the proposed Affordable Housing Plan as meeting Condition No. 9-g (Affordable Housing Program) of the Conditional Use Permit No. 92-17 for the Main -Pier Phase 11 project. :-11 'I.�►�# Staff has completed the negotiations for a proposed Disposition and Development Agreement for the development of 80 condominiums and 47,500 square feet of commercial/office space at Main Street and Pacific Coast Highway (Main -Pier Phase II). The construction of housing within a redevelopment project area triggers Section 33413 (b) (2) of California Community Redevelopment Law ("Production Requirement"). The Production Requirement states that 15 ro of all housing built in a redevelopment project area must be affordable to households of low and moderate income. In addition, 40 0 of the 15 o must be affordable to households of very low incorne. Production housing units may be built offsite of the project that triggers them but they must be built in theredevelopment,proiect area. At +this time, staff has no other sites available or proposals for development of affordable housing within the Main -Pier Redevelopment Project Area that are financially feasible. In the past, projects such as Pier Colony, Bayshore and Villas del Mar have not complied with this requirement. This has resulted in a current V_et_&ficit of_133 of b1da Jg units. Under the terms of the proposed Disposition and Development Agreement for the Main Pier Phase B Project, the Agency has assumed the responsibility for meeting the Production requirements of this project. Staff has analyzed the potential costs for providing very low and moderate income units on site. Coultrup Companies anticipates the following sales prices with Agency subsidies as indicated for a one bedroom, two person household. Salo g ERIC$ hicoSmax.) $220,000 S 159,400 $220,000 38,500 Total Subsidy Required: 7 Moderate x 5 Very Low x Aff_ ordabl it Subsidy Amt./Unit (8% 19 TD) Moderate Income S 61,000 Very Low Income 191,500 S 61,000 = S 427,000 181,500 Total: S 1,334,500 As the above analysis demonstrates it is prohibitively expensive to subsidize units on -site for sale housing for very -low income. Therefore, staff is recommending that a subsidy be provided to future buyers for 12 moderate income units on site and that 5 very -low income rental units be developed offsite at some time in the future. The subsidies to the 12 future buyers would be in the form of second trust deeds, with equity sharing upon sale. The final sales prices will be established upon completion of the project, and the subsidy amount will be adjusted accordingly. To implement this recommendation staff requests that S732,400 be appropriated to assist the 12 moderate income units onsite. The additional 5 very low income rental units to be developed offsite would be funded from future years Housing Set -Aside. The Redevelopment Agency's Housing capital outlay budget for FY 93194 contains funds to meet this obligation. This proposed Affordable Housing Plan only becomes effective if the proposed DDA is approved, signed and implemented. ) U63UN M1611). Redevelopment Agency Low and Moderate Income Housing Fund None LL • 401• il0 1) Resolution No. a q-1 2) Affordable Housing Plan for Main Pier Phase 1I (Coultrup). 3) Affordable Housing Calculations 4) Draft CUP MTUII3AK:ls 351 �.+: Q ATTACHMENT NO. 6 ATTACHMENT 16 Excerpt from Section 209 of DDA handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as "hazardous" or harmful to the environment. (b) The term "Hazardous Materials Contamination" shall mean the contamination (whether presently existing or hereafter oc=urring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Site by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the date of this Agreement) emanating from the Site. (c) The term "Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Site is located, and of any other political subdivision, agency or inrumentality exercising jurisdiction over the Agency, the -- Developer or the Site. 2. Environmental Site Evaluation As soon as possible following the execution of this Agreement, each of the Developers and Agency shall cause the investigation of the environmental condition of their respective portions of the Site, at their respective cost and expense. Such investigation shall include such activities as the environmental consultant or expert retained to perform such investigation (the "Environmental Consultant") deems necessary or appropriate to determine the environmental condition of the Site, but in any case, including preparation of at least a Phase i report for the Site. If either of the Developers determine that testing beyond Phase I is necessary, such testing shall be the requesting Developer's expense_ All parties shall deliver to each other a Copy of all reports and test results. The Block 104 Developer and Agency shall each bear any remedial cost associated with hazardous material contamination of or caused by as certified and proof provided by an engineers report acceptable to both parties of.their respective parcels (the "Cleanup Costs"), which shall not exceed Two Hundred Thousand Dollars ($200,000) for the Agency and One Hundred and Twenty -Five Thousand ($135,000) as follows: Sixty Thousand Dollars ($60,000) for the Block 104 Developer; and Sixty -Five Thousand Dollars ($65,000) from Coultrup Companies (the "Maximum Cleanup Costs"). Each property owner on Bloc: 104 shall be required to contribute up to Ter'. Thousand Dollars ($10,000) per parcel_ This contribution is made first to cover contamination clean up on 05 13; 93 b;-19u!=a60i00a -2 =- their individual property and second to cover contamination clean up on another property owner's property who is a party to this Agreement. Each property owner shall contribute an equal amount up to Ten Thousand Dollars ($10,000) per parcel except for Frank Alfonso who will only contribute towards his own parcel. For the Agency, the Maximum Cleanup Cost shall be comprised of an initial One Hundred Thousand Dollar ($100,000) amount (the "Nonrecoverable Amount") and a One Hundred Thousand Dollar ($100,000) amount (the "Recoverable Amount"). rf the Agency expends funds of the Recoverable Amount, said funds shall be reimbursed from gross profits of the Block 105 portion of the Project prior to calculations of net profits pursuant to Section 201 herein. The Agency shall pay any necessary Cleanup Costs for the Sarrabere-Wood-Goodman Parcels as a separate obligation from the Maximum Cleanup Costs up to an amount equal to One Hundred Thousand Dollars ($100,000). In the event that the cleanup costs on Sarrabere-Wood-Goodman Parcels exceed the One Hundred Thousand Dollar ($100,000) cap and are not offset on the condemnation evaluation of fair market value or the negotiated purchase price, said additional amount shall count toward the Agency's Nonrecoverable, Recoverable and Maximum Cleanup Costs. 3. Riaht of Termination for Contamination Each of the Developers and the Agency shall each have the right to terminate this Agreement if the Cleanup Costs for their respective parcels are expected to exceed the Maximum Cleanup Cost of Two Hundred Thousand Dollars ($200,000) for Agency or One Hundred and Twenty -Five Thousand Dollars ($125,000)'for the Block 204 Developer. The determination of the Cleanup Cost shall be made by a specialist in the area of contamination evaluations and documented by a written report subject to review by the expert retained by the non -terminating party. In the event of a dispute, a third expert shall be retained jointly to review the analysis and make a final determination as to probable cost which determination shall be binding in all parties for purposes of this paragraph. Each of the Developers shall have the option to elect to pay Agency Cleanup Costs in excess of Two Hundred Thousand Dollars ($200,000). Agency shall have the right to pay Developers Clean Up Costs in excess of one Hundred and Twenty Five Thousand ($125,000). Termination of the Agreement pursuant to this provision (if after the conveyance of title) shall require the reconveyance of all of the Elock 105 property to the Agency and a repayment of the Purchase Price to the Developer. In the event of termination under this Section, the Block 105 Developer shall retain the Advance Assistance but in no event shall any of tine parties owe any other a claim for reimbursement or loss arising out of or relating to this Agreement. 05/13; a3 6449u% 24b0 /009 -25- ATTACHMENT NO.7 Attachment 7 MAIN -PIER Project Area% -lash Flaw Projections � (lncfuding Couftrup Companies Development) 1994M 199SM 1996197 1997M 1998r99 EST. BEGINNING CASH BALANCE $1,035,000 so ($U,634) (51,676,398) (31.738.759) INCOME Tax Increment (100%): Non-Counrup 2,142.053 2.192.556 2.245,396 2,345.643 2,446,899 Tax Increment (100%): Coultrup Co. Development 0 0 65.615 131,2W Interest 56,925 0 (2,455) (103.202) (95,632) T.O.T. (Waterfront) 5W.000 525,000 551.250 578.813 607,753 Abdelmutl Loan 338.700 340.W5 340.505 340.545 340,505 RLM Ground Lease 253,634 253,834 253.834 253,834 253.834 Lease Payments (438 Main) 14,400 19.200 0 0 0 Land Sale (rown Sq.) 27,000 54,000 54.000 54.000 54.000 Land Sale (Third Block West) 0 4.620,000 0 0 0 Land Sale Pacific Park Villas 0 416,000 0 0 0 TOTAL INCOME 33.332.942 $8,421.095 $3,442,5W $3.53s.211 $3,738.595 EXPENSES NONQ1SCREMNARy Uring Bond Debt 1,179.145 1.175.905 1,176,465 1,180,985 1,179.W5 Huntington National Bank Bate 130.000 100,000 95,000 90,000 90,000 Pass Thru Payments 30.761 31a76 32,004 32,644 33,297 Property Tsx Collection Charge 27,771 23.326 28.893 29.471 30,060 Third Block West 0 4.123.000 0 0 0 TBW Site Remediation 0 250.000 0 0 0 Town Square Parking -18 spaces 0 0 270.000 0 0 DrMwood Buyouts 9W,000 900,000 900.000 90Q000 9M.000 Abdolmuti Rent SubsidyfMisc. 384.000 190,000 100,000 75.000 75,0W Abdolmuti Tenant Improvement Loan (2) 750,000 0 0 0 a Facade Grant-Zeidan 0 140,000 0 0 0 Phase II(Twdes 6 Relocation) 250=0 0 0 0 0 In4lau Parking Fees 0 120.000 60.000 60.000 60.000 Potential Litigation Costs 0 307.000 1,6W.000 0 0 Trainer Facade Grand 38,000 0 0 0 0 Sub -Total 3,689,677 7,368,608 4.261.562 2.368.100 2.367,942 u 4 City Debt 69.816 450.000 450.000 450.000 450.000 Operating 175,760 132.038 138.639 143.571 152.950 Operating Admin Portion C30%) 19112M 195,027 200,878 206.904 213,111 Legal Services 83.000 200.000 100.000 100.000 100,O1x) Legal Services Admin (30%) 11,370 23,370 23,370 23,370 23.370 Business Development (30%) 70.521 96.687 99,845 103.626 107,682 Sub -Total 571.660 1.097.122 1.012.732 1,029,472 1.047,013 TOTAL EXPENSES $4,261,337 $8,495,729 $5,214,294 $3.397.571 $3,414.155 NET INCOME (928,3951 (44.634) (1,831,764) 137,639 323.941 Bankruptcy Claims 106.606 EST. ENDING Cash BALANCE s0 (644.634) - ($1,975,398) w(51,738,759) LS1,41S,116) The Following Main -Pier Project Area obligations are proposed to be paid by the Hunntington Center Project Area in order to reduce the Main -Pier Expenses in view of the projected Shortfalls. tiuntincrton Center payment of Main -Pier Obligations: 1994195 1 1995M 1996197 1997M 1998199 Main -Pier Housing Set -Aside Obligations $428.417 $438.511 S449,079 $482.252 $515.627 Main -Pier Cdy Debt Repayment Obligations 360.164 0 0 0 0 Total $788.601 3436,511 $449.079 $482.252 $515.627 MERGED.XLS M-P 5/31195 12:29 PM ATTACHMENT NO. 8 Attachment 8 HUNTINGTON CENTER Project Area - Cash Flow Projections 1994195 1 1995/96 I 199fi1 7 I 1997M I1997198 EST. BEGINNING CASH BALANCE $7,036.000 $4,859,729 $3,742,223 S2,661,917 $1.135.104 INCOME Tax Increment (80%) 955.424 973.706 1.007,472 1,028,534 1.057.174 Interest 386,980 267= 205,822 140.905 62.431 TOTAL INCOME 1.342.404 1.245.991 1.213,294 1.169 a39 1.119.1605 EXPENSES Non-Discretionanr Fisting Bond Debt School Pass -Through Property Tax Collection Charge Berge Development Housing Set-Aslde: Alain Pier Portion Education Revenue Augmentation Fund CISCRETION ARY City Debt C1ry Debt: Alain-P►wPortlon Operating Operating Admin Portion PM) Legal Services Legal Services Admin Portion (30%) Business Development (40%) 1.040, 673 1, C40.073 1.043.313 1.040.230 1.041.163 3,500 4,895 5.045 5.045 5.045 15.000 15.000 15,300 15.606 15,918 155.000 428,417 438,511 449,079 482.252 515,627 $139.142 is 30 SD i0 Sub -Total 1,926.732 1.498.479 1.512.737 108.133 1,577,753 475,000 475,000 475.000 475.000 475.000 300.184 d R a D 39,495 41,470 43.543 45,720 48.006 182,098 AS= 200,763 210.501 221.341 5.060 5.060 5.060 5.060 5.060 11.370 23.370 23.370 23.370 23.370 94,025 128,916 133.126 133.168 143.576 Sub -Total 1.167,235 $65.019 880,863 898.120 916.353 TOTAL EXPENSES $2,793,967 $2.363.498 $2.393,600 $2,596,253 $2.494,106 NET INCOME (S1.451.563) (Si.117,60T) ($1.180.305) ($1.426.814) ($1,374,502) Bankruptcy Claims 724,708 EST. ENDING Cash BALANCE f S4,85S,T28 $3.742.223 .. 52.661,S1T .. SS.135,104 (5239.358) MERGED.XLS H-C 5131195 12:22 PM ATTACHMENT NO. 9 Attachment 9 HOUSING SET -ASIDE - Cash Flow Projections Qncludrng Cou&up companies Developmenq EST. BEGINNING CASH BALANCE INCOME Tax Increment (20%) Five Points Senior Villas $250k Interest In Lieu Fee Affordable Housing (TNR) 1994% 1 199SS6 1 19W97 1 1997M I 199aw 31,164,000 (31.065,185) ($911,927) (57,0624139) (31.065.166) 871.076 891.415 914.291 929,424 952,576 9,500 38.000 38,000 38,000 38,000 64,020 (5B.MS) (50,156) (57.879) (58.W4) 0 0 50.000 0 0 TOTAL INCOME s941,696 $871,380 $952,135 $909,545 $93092 Expenses Non -Discretionary Five Points Senior Villas LoarklGrants OVE It Bayouts 725 Utica Loan Agreement Third Block West Berge Development Pacific Park Villas ERAF Brisas del Mar Coutmp Companies Devek>pmestl DISCRETIONARY Operating Operating Admin Portion (10%) Legal Services Legal Services Admin Portion (10%) Transfer to Emerald Carve Mo K'e Home Review Committee 100.000 100,000 100,000 100,000 0 150,000 0 450.000 0 0 0 0 0 0 825,000 0 0 850,000 0 300,000 450,000 0 0 0 139,142 0 0 0 0 243,717 0 0 0 0 1.334,500 0 0 0 0 Sub Total 2.717.359 5%.000 925,000 750,000 0 54,671 42,363 44,486 46.711 49,046 55,540 57.743 60.049 62.650 65.363 20.000 20.000 20.000 20.000 20,000 3.411 8.011 8,011 8.011 8.011 W.000 35,000 35.000 35 000 35.000 15,000 Sub -Total 213,622 178.122 167.547 172,372 177.426 TOTAL EXPENSES $2,930.981 $720.122 $1,092,647 $922,372 5177,426 NET INCOME (31.986,385) $143,258 ($140,412) (512,826) $754.566 Bankruptcy Claims $232,800 EST. ENDING Cash BALANCE ($1,055,185) (5911.927) (t1,052,339) (it,065,165I ($310.599) MERGED.XLS Hsg 5131195 12:26 PM ATTACHMENT NO. 10 Attachment$10 Council/Agency Meeting Held: Deferred/Continued to: 0 Approved t] Conditionally Approved 0 Dented ' City Clerk's Signature Council Meeting Date: April 3, 1995 Department ID Number, unknown REQUEST FOR COUNCILIREDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL MEMBERSIREDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator/Executive Directo j [A" PREPARED BY: RAY SILVER, Assistant City Administrator e7kx/ SUBJECT: Affordable Housing Strategy (Low and Very Low Income) SUdanerA of Issue, Funding Source, RecmmwWed AcW4 Alternative Action, Analysis, Ewdronmenw Statement of Issue: A strategy is needed to guide the expenditure of monies for the development of affordable housing. Attached is the proposed first annual Affordable Housing Strategy. Staff envisions this document as the implementation tool for all affordable housing in the City, one tha�W11 present both staff and affordable housing developers with criteria for evaluating poten%l : projects and presenting those projects to the Council. `r- Z::z d 7.-Chn", Funding_ Sourcez No known budgetary impact from the adoption of the strategy, though the document w"` 1 guide the expenditure of the following affordable housing funds: Redevelopment H i sing Set Aside; Community Development Block Grant (CDBG); and HOME Investment Partnership funds Recommended Action: Approve the First Annual Affordable Housing Strategy. Direct staff to return on an annual basis (at a minimum) with a strategy for Council approval. Alternative Action(s]: 1. Direct staff to make specific changes'to the strategy. 2. Do not approve the strategy as it is currently drafted. V REQUEST FOR COUNCILIREDEVELOPMENT AGENCY ACTION MEETING -DATE: DEPARTMENT ID -NUMBER:- unknovm• ---- Anal sis: With the exception of the city's housing element, CHAS (Comprehensive Housing Affordability Strategy) and redevelopment housing plans, there has been no single policy document that defines city council preferences for affordable housing (for households with Incomes from 0 to 80% of mediarl income) policies and programs. As proposed, .the annual housing strategy is intended to provide direction for staff, and ultimately the City Council, in evaluating proposals for funding assistance. The strategy will also serve as: • an annual report, which is reviewed and debated in a public forum • a policy document that compares adopted housing goals with state requirements and redevelopment obligations of the city • an evaluation toot for comparison of both proposed and approved affordable housing projects The strategy covers the following housing programs, policies and activities: • Housing Needs • Housing Survey • Housing Element Goals and Affordable Housing Strategies • Housing Programs — CDBG rehabilitation loan program — HOME program — Redevelopment housing set aside funds • Rankings of Approved and Proposed.Projects • Affordable Housing Obligations (due to redevelopment activities) Staff is prepared to discuss the strategy in more detail and respond to any questions and concerns from Council, Environmental Status: Exempt. HSGSTRG.DOC -2- 03 IMS 2:16 PM REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION - MEETiNG DATE: April 3,1995 DEPARTMENT ID NUMBER: unknown Attachment(s): 9: • First Annual Affordable Housing Strategy 2. Economic Development Committee Minutes --February 24 & March 'i B,1995 MTU:RS:DB:GB:db:gb' HSGSTRG.DOG -3- 03/22195 2:31 PM r 'J'- In Attendance: Dave Sullivan, Dave Garofalo, Victor Leipzig, Ray Silver, Stephen Kohler, Mike Adams, Greg Brown, Dan Bruening I) Affordable Housing Strategy - Mike Adams distributed a draft Affordable Housing Strategy document for review by Committee Members, and he, Dan Brucning, and Greg Brown gave -a two-hour presentation on its content.:The-following items are " noteworthy points of distinction: Housing Survey - Early results of the city's single-family residential survey conducted, show the area north of Hcil, west of Springdale, and cast of Bolsa Chica as the focused area of future revitalization. The benefits of concentrating rehabilitation funds in one area, as opposed to piecemeal rehabilitations throughout the city, were explained. Positive` -statistics were expressed of the Oakview Enhancement Project related to the overall reduced numbers in Police and Fine calls, as well as the secondary social benefits to the community. Housing Element - Within the city's adopted Housing Element, goals and policies are identified for numerous programs and a variety of tasks. While many of these programs have already been implemented, the Housing Strategy will attempt to place those programs into perspective, and offers 13 affordable housing activities for future consideration and implementation. Housing Programs - Council member Garofalo asked staff if the city had an incentive program for commercial owners. He was specifically addressing the successful storefront improvement program completed in Westminster. Ray Silver responded that two years ago, a similar proposal was presented to our City Council, however, it was not favorably supported. Mobile Home Park Programs - The city has exhausted its financial resources for inspections that require bringing Parks into compliance with current codes. Therefore, the inspection process was given back to the state. Ray Silver stated that the decision remains -- how much money do you put into a mobile home before improvements exceed its value? Mike Adams identified Cabrillo Park to be the city's biggest offender of codes because it is owned by the state and exempt of regulations. The city is looking at ways to make mobile homes more affordable, and Council member Sullivan asked if since the Human Resources Board MRS) chair agrees staff can make additional - recommendations to the HRB, can this procedure be followed for the Citizens Advisory Board, and can staff place more emphasis with CAB for funds to implement housing? Home Program - Greg Brown described this federally funded program and identified targeted areas to be Main -Pier and Oakview project areas. The program funds arc available for housing rehabilitation, acquisition of housing or vacant land, new construction, rental assistance and first time home buyer assistance programs. Staff recommends the HOME funds be used for (1) Facilitating the acquisition of multi- family housing projects for rehab; (2) Develop partnerships with CHDO's and other nonprofit housing developers, and to (3) Provide gap financing for nonprofit housing partners with secured partial financing commitments from conventional lenders. Redevelopment Set Aside runds - The City's/Redevelopment Agency's existing shortfall of housing unit credits was briefly discussed. Council member Garofalo asked for clarification of credits earned within and oytside the projegt areas. He also asked if staff previously researched the benefits of amending the existing Main -Pier Project Area boundary to include the Pacific Trailer Park Affordable Housing Project Rating Sheet - A point system was created in the form of a rating sheet to evaluate the requests for financial assistance for affordable housing projects. Council Members would like to see the following items included on the rating sheet: (1) Higher points available for development inside project arras, (2) Include a "unique feature" category to distinguish projects, (3) A project quality category to include For Profit/Non Profit developers, and (4) A staff recommendation line available for comments. Council member Garofalo asked staff to include the following language under Project Cost Analysis "Cost Per Unit; Subsidy Per Unit; and Payback to the Agency/City." Using the proposed point system, Mike Adams noted 11 potential projects outlined on page 22 of the document. The final version of the Affordable Housing Strategy will be recommended to the City Council for formal adoption after committee deliberations are complete. 2) Proposed Nome Project - The Orange County Community Housing Corporation is purchasing the properties at 17361 and 17371 Koledo Lane (5 units each), to rehabilitate and make them affordable to very -low income households for no less that 59 years. The city's cost for the rehabilitation is $518,000; $250,000 secured from other sources, and $268,000 as the city's obligation. The city currently has HOME funds available until April 19, 1995, from Year 1994. This project is proposed to be allocated from these available funds. The Ioan will be structured as a deferred loan, and rents will be paid to OCCHC, fully secured by real estate. The city will receive 10 very -low income housing credits for the Housing Element. An Affordable Housing Agreement and Recorded Covenant will assure us that the units remain affordable, and will require annual monitoring. 2 Mayor Leipzig mentioned his focus to be statutory obligations as 1st to redevelopment, 2nd to housing quality in Oakview, not affordability If rents have to be increased, so be it Dan Bruening mentioned the secondary benefit assurance with the CCR7s in place If the city rehabs these properties, the nonprofit owner will have a voice on the Homeowner Association Board to enforce CCR's to include ongoing maintenance, landscape, fencing, etc , on surrounding units Council member Garofalo is resistant to investing this land of money without one-half of the rent going back to the city It was determined that this -Item will be brought back to the EDC for further discussion The next Economic Development Committee meeting is scheduled for Friday, March 10, 1995, at 10 00 AM, Fourth Floor Center Conference Room La Salle Partners have been invited back to give an update presentation on the Mall xc Mayor and City Council Department Heads (s\„nutcs\u) k .! Q In Attendance: Dave Sullivan, Dave Garofalo, Victor Leipzig; Ray Silver, Jim Lamb, Melanie Fallon, Greg Brown, Dan Bruening I) Affordable Housing SfmfW - Dart Bruening distributed the 2nd draft version of the Affordable Housing Strategy. Melanie Fallon and Dan will -coordinate comments to rewrite portions of the document's introduction. Staff will incorporate recommended changes to develop a more concise description of the document and housing programs. During discussion of the HOME Investment Partnership Program, Council Member Garofalo stated his concern to revitalizing the Oakview Area with affordable housing. He believes Oakview is a Redevelopment Project Area issue. The proposed rating sheet point system will be used to evaluate approval or denial of initial requests for financial assistance of affordable housing projects. If approval is recommended, staff designed an additional document "Project -Description and Application," to obtain detailed information from a prospective developer applicant. In addition, a new category will be added at the end of the rating sheet to include "City Cost Per Unit." The point system below is to be reflective on the new rating sheet: Loan of less than $25,000/unit = I0 points Grant of less than S25,000/unit = 7 points Loan of less than S50,000/unit = 5 points Gant of less than $50,000/unit 2 points Also, it was noted that a "Screening Process" section for comments be incorporated into the rating sheet. 2) Proposed NOAW Project - Greg Brown gave a brief overview of the proposed 10- unit project at 17361 & 17371 Koledo Lane. In terms of the proposed deferred loan, Council Member Garofalo will not support the project without a reduction of the principal borrowed on at Ieast an annual basis as payback to the city. An estimated amount of $7,500 was calculated and suggested. Staff speculated that while a payback of some kind may occur, the city will only be able to realize this by putting more money upfront into the project. Mayor Leipzig believes this project accomplishes two things. (I) An improvement in the community's housing quality, and (2) It keeps the units affordable. It is his believe that affordable housing should be secondary to improving housing quality, and therefore, he suggested Orange County Community Housing Corporation (OCCHC), the non-profit property owner, seek higher rents. Staff responded that rental fees arc determined by HOME regulations. Greg will research with Alan Baldwin of OCCHC the feasibility of agreeing upon a minimal annual payback to the city. Further, Council Committee Members were reminded by staff of the significance of Council approving the "commitment" of funds before the deadline of April 13. 3) Surplus School Sites - Melanie Fallon distributed a draft version of the language proposed by Community Development staff to be established as Surplus School Sites Reuse Policies into the city's General Plan In the past, staff has experienced problems with looking at only 9 vacant sites of the total 19 existing vacant sites Therefore, the new proposed policy creates a school site master plan that addresses the long-term needs of the school districts and the city residents Melanie advised Council Committee Members that the General Plan Advisory Committee will meet on April 5 to review and support staffs position on this issue Concurrently, city staff is distributing the proposed policies for review by the school district superintendents and the district school board members Subsequent meetings with all parties will be scheduled over the next few weeks Historically, the school districts have experienced difficulty taking individual sites through the city's process for development Through these upcoming meetings, staff wants to improve communications with the school districts It was noted that Wayne Wedin, consultant representing the Ocean View District, has reviewed the proposed policies, and is extremely pleased at staffs effort Mayor Leipzig and Councilman Sullivan support keeping open space to the greatest extent possible, and advised staff to keep the applicable language strict The next Economic Development Committee meeting is scheduled for Friday, March 247 1995, at 10 00 AM, Fourth Floor Center Conference Room xc Mayor and City Council Department Heads (g\rrunutrs\ls) K First Annual City of Huntington Beach AFFORDABLE HOUSING STRATEGY (Acquisition ♦ Rehabilitation ♦ Construction) February 1995 TABLE OF CONTENTS AGE INTRODUCTION............... .................................................................................................. ............................. 1 AFFORDABLE HOUSING INCOME GUIDEUNFS..................................................................... 2 HOUSINGNEEDS........................................................................................................................ 3 HOUSINGSURVEY STATISTICS................................................................................................ 4 HOUSINGSURVEY...................................................................................................................... 5 HOUSING ELEMENT GOALS & POLICIES................................................................................ 6 AFFORDABLE HOUSING STRATEGIES.................................................................................... 7 HOUSINGPROGRAMS..................................................................................................................................... 9 LOANS ISSUED IN FY 1994/95 TO DATE................................................................................... 10 CDBG REHABILITATION PROGRAM ....qM...............NN.w..tlbw.....Ho........................................ 11 MOBILE HOME PARKS IN HUNTINGTON BEACH.................................................................. 1f MOBILE HOME PARK PROGRAMS........................................................................................... 13 HUNTINGTON BEACH HOME PROGRAM................................................................................ 14 HOME INVESTMENT PARTNERSHIP PROGRAM.................................................................... 15 HUN INGTON BEACH REDEVELOPMENT SET ASIDE.......................................................... 16 REDEVELOPMENT SET ASIDE FUNDS..................................................................................... 17 AFFORDABLE HOUSING PROJECTS COMPLETED................................................................. 18 AFFORDABLE HOUSING IMPLEMENTATION, WITH RANKINGS OF APPROVED & PROPOSED PROJECTS AFFORDABLE HOUSING PROJECT RATING SHEET-1995............................. ........... :........... 20 PROPOSED PROJECTS RATING ......................... ._....k--........... ..... _............. ................ ...... ...... 22 AFFORDABLE HOUSING OBLIGATIONS REPLACEMENT HOUSING REQUIREMENT .. .................... :...................... ............................... 24 PRODUCTION HOUSING REQUIREMENT................................................................................ 25 YMMODUMON Huntington Beach is a diverse community with households of varied socioeconomic, racial and cultural backgrounds. Providing adequate and affordable housing opportunities for its diverse resident population is both a concern and an obligation of the City. This Housing Strategy is intended to provide direction in responding to the housing needs of all economic segments of the community. Affordable Housing efforts occur in two Departments: the Economic Development and the. Community Development Departments. The Community Development Department has the responsibility of preparing the City's housing policies and implementation programs through the state -mandated Housing Element. They also review all proposed housing developments and recommends specific conditions to developers to provide affordable housing units in the City. The Department is also preparing an affordable housing ordinance which will outline the specific requirements for housing developments. The Economic Development Department is responsible for the acquisition, construction, and rehabilitation of housing within the City, using set aside Community Development Block Grant (CDBG) and HOME funding. The Affordable Housing Strategy should be considered an annual report which is reviewed and provides the Council with direction for funding affordable housing projects at budget time. This report compares adopted housing goals with the state requirements and redevelopment obligations of the City. The report will provide staff and council with a tool which will enable project comparison and lead to effective and objective decisions. The City has a number of documents which direct afi'ordable housing decisions. The Housing Element, Comprehensive Housing Affordability Strategy (CHAS) and Redevelopment Compliance Report. The City's adopted Housing Element has been certified as in compliance with State Housing Element Law. This report summarizes the City's affordable housing efforts by funding source and offers recommendations and strategies for projects in 1995. .5ev-7L f7e 74tleeoo2 111�fG - 1 rA77 AFFORDABLE HOUSING INCOME GUIDELINES Shows the Increase in the Median Income in Orange County for the Last 5 Years TYPICAL FAMILY SIZE 4 YEAR VERY LOW INCOME 50% LOW INCOME SO% LOWER INCOME* MEDIAN INCOME** MODERATE INCOME 120% Median 1990 24,550 39,280 35 700 49,100 58,920 1991 26,100 41,760 38,000 52,200 56,400 1992 26,350 42,160 38,600 52,700 63,240 1993 28,250 45 200 39,700 56,500 67,800 1994 29,400 47,040 39,900 58,800 70,560 1995 29,550 47,280 40,200 59,100 70,920 CALIFORNIA MEDIAN FAMILY INCOME IS $46,600 FOR 1995 * National Median Income ** Orange County Median Income *** Source U S Dept Of Housing & Urban Development 0-9 M MOUSING NEEDS In order for the City's Housing Element to become certified by the State, the City must identify quantitative objectives based on a regional allocation formula. State law requires jurisdictions to provide for their share of regional housing needs. The Southern California Association of Governments (SCAG) has determined the 1989-1994 needs for the City of Huntington Beach, and has estimated the number of households which the City will be expected to accommodate during this period. These needs were forecast by the 1988 Regional Housing Needs Assessment (RHNA), winch considered on a regional and local level: market demand for housing, employment opportunities, availability of suitable sites for public facilities, commuting patterns, type and tenure of housing needs, and -housing needs of farm workers. According to the I988 Regional Housing Needs Assessment (RHNA) forecast, housing to accommodate 60228 households would need to be added to the City's June 30, I989 total households by July 1994 to fulfill the City's share of regional housing needs. Based on the distribution of regional income, this total was further divided among four income groups to identify the types of households to be provided for as follows: Very Low (0-50%) 984 (15.8%) Low (50-80%) 1,264 (20.30/,) Moderate (M1200%) 1,370 (22.00%) Upper (Over 120°/Q) L610 (41.9% Total Households 6,228 (10051p) County Median Income' S59,100 "Note: The chart on the previous page simm how the Orange County median income has increased over the past five years. In addition to the requirements of the Housing Element, the City has accumulated obligations for affordable houMmg on numerous Redevelopment Projects. These obligations have been identified in the Redevelopment Housing Compliance Report. kII HOUSING SURVEY STATISTICS AS OF JANUARY 26, 1995 18,644 Good* 5,905 Fair* 589 Poor* *10 to 14 Points *15 to 21 Points *22 to 30 Points *********** Good Fair Poor MEDIAN SALES PRICE I SALES VOLUME ZIP CODE Jan 95 % Change from `94 Jan `95 % Change from `94 92646 $220,000 2 3% 42 -22 2% 92647 $178 000 -1 7% 19 -32 1% 92648 $264 000 -6 4% 34 -5 6% 92649 $234 000 0 0% 35 -27 1% Source Orange County Register MOUSING SURWY A third method of determining the City's housing needs can be through a housing quality survey. In 1993, City staff began a drive by'survey of single family neighborhoods to attempt to identify the condition of the City's stock. This survey rates the condition of housing as good, fair, or poor based on a number of exterior conditions. The results of this survey have been mapped and clearly identify neighborhoods in need of enhancement. The survey was conducted using a drive -by technique (windshield), the survey assesses the exterior condition of single family homes. To date, staff has surveyed approximately 60a/a of the single family stock. Items rated on survey include root'; driveway, paint or stucco, landscaping and fencing. Point values were assigned depending on the condition of the property. Upon completion of the single family residential survey, staff will begin a survey of multi -family housing. There are many additional ways to determine the housing needs of a community. These include vacancy rental rates and rent costs, residential resale activity, jobslhousing balance studies and employment rates. The City Council should consider all these sources of information in determining the annual affordable housing obligations. HOUSING ELEMENT GOALS ,& POLICIES jf The City's Housing Element adopted in 1989 prioritizes five local housing concerns. The five jj areas of concern are: 1. Accessibility • Provide housing opportunities for various types of households • Provide housing for persons with special needs 112. Adequate Provision • Provide incentives and assistance for a variety of housing types for different income households 3. Adequate Sites • Designate additional residential areas II4. Preserving Housing and Neighborhoods • Encourage maintenance and repair of deteriorated housing S. Preserving Affordability + Place assured affordability covenants on affordable housing units Note: These goals and policies have directed how the City implemented the housing program over the past six years. The adopted Housing Element identifies numerous programs and a variety of tasks. Many of these programs have been implemented. The housing strategy will attempt to place those programs in perspective and prioritize future affordable housing activities for implementation FFORDA73LE HOUSING STRATEGIES Through the implementation of the City's adopted Housing Element, a number of activities have occurred. The City appointed an Affordable Housing Committee to review policies and make recommendations on new ordinances. An Affordable Housing Ordinance was directed and approved by the Punning Commission, and has boea rc,,im ed by the City Council, but has yet to be adopted. The City of Huntington Beach needs to comply with ft regulations of State Redevelopment Law. A number of residential units were zmnoved to &=muriodate now redevelopment projects, those units need to be replaced. In addition the Redcvelopmennt Agency assumed the affordable housing obligation of the new rodcvelopmeut projects. The Affordable Housing Strategy should balance the rcdtvalopment housing obligations with housing nerds identified in the housing survey in an attempt to achieve the goals of the Housing Element. Recommendationj ( Not in order of priority) 1. Adopt ordinance which encourages and accommodates the production of affordable housing units. 2. Approve affordable housing development agreements with major development companies. 3. Prepare affordable housing monitoring programs, including covenants. 4. Conclude City's housing condition survey for multifamily twits. S. ]Modify zoning regulations to allow for more affordable housing opportunities. 6. Coordinate and contract with private and public organizations to conduct the ministerial functions of the City's Housing Program. 7. Develop specific projects and programs for special needs rcsidcnts. S. Prioritize affordable housing projects which target families of low and very low income. 9. Establish new source of affordable housing funds through the loan program income, projects profits, in lieu development fees and program loan interest payments. 10. Exclude financial assistance for new development projects with inclusionary affordable Dousing requiranwts. 11. Prioritize the preservation of at -risk existing affordable units to assume long term affordability. _ 12. Renegotiate the application of affordable housing covenants on projects previously subsidized. 13. Developers within the project areas are to provide affordable housing on site. trat I. Adopt City's affordable housing ordinance. 7 LOWAND VERYLOW MOUSING PROGRAMS Currently, there are three main funding sources for affordable housing in Huntington Beach: 1. Redevelopment Set Aside - 2Q% of tax increment from redevelopment project area is required to be used for affordable housing. This funding source is the least restrictive of the three sources. Income range is from 120% of median income and, below. 2. Conimunity,_Develonment -Block -Grant _(CDBC) - a yearly allocation funded by the federal government. These funds are more restrictive than redevelopment set aside. . CDBG requires that M/o of all funds expended must benefit persons of 801/o median income or less. 3. HOME Funds - is another federally funded program. These funds can only be used for affordable housing. This funding, has the most restrictions. Program regulations require that 90'/0 of all HOME funds be used to assist households below 6061* of median income. The remaining I0% can be used to assist households with incomes of up to 801/o of median income. COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM HOUSING RELATED PROJECTS AND PROGRAMS (Proposed) REHAB LOANS $300,000 Single Family $117 862 $225 949 $209 829 $18 000 $96 310 Mobile Home $146 240 $113 009 $202 349 $234 460 $78 041 Multi family $70 612 $218 831 $165 636 $25 000 $0 REHAB GRANTS " Single Family $0 $0 $2 000 $0 $0 Mobile Home $0 $0 $2 000 $2 000 $0 Mufti Family $0 $0 $0 $0 $0 HOUSING SERVICES Orange County Fair Housing $34 779 $37 000 $36 500 $35 000 $35 000 $35 000 HOUSING COOPERATIVE AGREEMENTS Habitat for Humanity $163 000 Orange Housing Development Corporation $35 000 SPECIAL HOUSING PROJECTS DJJo''►►wn Assistance $157 098 -1%41 FFPayment 1fTA1Gr \ \\ \ t r\ tip \� � � F-+'►' \4\ �'[F i� \� + i i i ♦ i tt\ �l iR ��F4F' ^�Cl\}h $635AOO C COMMUNITY DEVELOPMENT BLOCK GRANT O SIN PROGRAMS Community Development Block Grant (CDBG) has been in odstenee since 1974. The CDBG program has beta the major Federal Urban Development assistance program. This program has received numerous awards of excellence from the Department of HUD. lations 1. All housing must be for low/moderate income persons. 2. 71% of all CDBG funding must be for persons of 80% or below of median income. . 3. Improvements permitted are to complete health, safety, structural and energy saving repairs and for enhancement items to improve neighborhoods. e eadations (Not in order of priority) The following arc different types of rehabilitation packages: 1. Deferred Loans, one time interest loan of 5% for those property ovmers that are below 5001a of median intone, repayable wthen property is sold or title transfer. 2. Amortized 3% loan for a maximum of 15 years for those whose income is greater than 501% but less than 80% of median income. . 3. Amortized 6% Ioan for a maximum of 15 years for those wbose income is greater than 80% but less than 100% of median income. 4. Amortized 8% loan for a maximum of 15 years for those Whose income is greater than 100% but less than 120% of median intone. 5. Ik persons whose income is greater than 80% of median would only be eligible for loans to repair health and safety deficiencies. 6. Amortized 6% loan for a maximum of 15 years in conjunction with a deferred loan of equal amount to improve multi -family units with a requirement of a covenant for keeping them affordable for 10 years. 7. Plan cavmants on misting housing for long-term affordability flumSh acquisition and rehab. trat i (Not in order of priority) I. Target rehab efforts in zip code area 92647 (north antral portion of the city). 2. Target mobile home residents with minor repair grants for handyrnan services. 3. Offer special services in areas adjacent to other assisted and affordable housing projects. 4. Provide grants for handicap modifications up to $2,000 per household to make necessary handicapped -oriented changes. 11 MOBILE HOME PARKS IN HUNTINGTON BEACH PARK ADDRESS SPACES OCCUPIED 1 /1 /94 1 Beachview Mobile Home Park 17261 Gothard 82 82 2 Brookfield Manor 9850 Garfield 139 139 3 Cabrillo 21752 PCH 45 45 4 Del Mar Mobile Home Estates 19251 Brookhurst 142 141 5 Driftwood 21462 PCH 157 140 6 Huntington By the Sea 21851 Newland 306 286 7 Huntington Harbour Mobile Estates 16400 Saybrook 130 128 8 Huntington Mobile Estates 7652 Garfield 105 105 9 Huntington Shorecliffs 20701 Beach 304 304 10 Los Amigos Mobile Park 18601 Newland 145 145 11 Mariners Point 19350 Ward 98 97 12 Ocean View Estates 7051 Ellis 44 44 13 Pacific Trailer Park 80 Huntington 260 259 14 Rancho Del Rey 16222 Monterey 379 379 15 Rancho Huntington 19361 Brookhurst 193 193 16 Sea Aira Mobile Estates 6301 Warner 230 229 17 Sea Breeze Mobile Estates 5200 Heil 65 63 18 Skandia Mobile Country 16444 Bolsa Chica 167 167 19 Villa Huntington 7850 Slater 125 125 TOTAL SPACES 3 116 3 071 12 QBELE BIOME PARK PR RAM The City of Huntington Beach has over 3,000 mobile homes providing the community with a substantial amount of affordable housing. State law mandates that each of these homes and parks be inspected and brought into compliance with current codes. These regulations provide the City with an opportunity to assist the home owner and park owner with necessary repairs in exchange for affordable housing covenants. RMmmendationg (Not in order of priority) 1. Offer below interest market rate loans for park owners to repair the deficiencies that are found during the park inspection. 2. Offer grants to residences of parks up to a maximum $1,200 grant to do the rewired repairs as found during park inspection. 3. Offer the same rehab loan program that is offered to owners of single family homes (SFD). Note: The City has given the inspection process back to the state. 13 Huntington Beach HOME Program { kY iTT \\ kTY YITk k�C kkw kk k#k k k{kit k££kYY .SkY PR(� T Y E Y Y i'�4f�iii }kt 22Y` Y i Y 2 i } } T S }kk k Y` `^ k kk k�Mik `\kkki2 k k �tTk kL. Nki�t k iy \ \iG, ii kk �yi2. k Y k\Tkk Y k T'Tj T i2 �kkki�CiTkk k.Y;}LkTf�kT ,Y�kk �yjY p it 2k T kkY k• M, kkxtC'r i�;T Ri Y kk�k� b` .(�k�c" k} {{{ k} }'k \+'��7 \Y..k.}kY k} k kik'# Y„ t T . `:.i}vt 2Y#\tck }'k 2 k## h jk k �.i.}.,. #r kY#b*�`kk}fT kk k k k "' Y ki i} kti'k`; Y�#;��Mk Yt.`" { - T,�,}} k` k�i't # k k['aI}ki##k `k ,c 2 .T.� Y k� k.. k { kj..YY# 2.kk ZYi Zkk4 kT3 {E ;�' �# tc. i` ,Z11 - - - k.Y h . t` k kilo k� t � `. Y}k�[(`�.k {2 ;; Tk "Y h"Yt>.i F' f i"iN E\kkk `�t T kTi k �.. k ,M1 } kYckk 2µk k �tk hk .2`c $ 881,000 00 $ 584,000 00 $ 543,000 00 $ 583,000 00 Project Costs 17372 Keelson Lane $ 225,000 00 7812 Barton Drive $ 320,000 00 17382 Keelson Lane $ 247,900 00 $ 97,100 00 17361-71 Koledo Lane* $ 428,500 00 $ 89,500 00 Total Project Costs, s $ 792x900.00 $ 525,500..01 $ 89,'500 00 z T w4 w k w 10% Administration $ 88 100 00 $ 58,400 00 $ 54,300 00 $ 58 300 00 Total Administration $ 88,IOG 00:: 68,400.001 $ 54,300 € 0 $ 58,300.00 ,FUND BALANCE $ $ $ 399,200 00 i $ 524,�#�0� * Not Approved by Council as of 3/21/95 Note A minimum of 15% of funds in a given year must be awarded to special housing nonprofits known as Community Housing Devleopment Organizations ("CHDOS7 14 HOME INVESTMENT PARTNERSHIP PROGRAM The National Affordable Housing Act of 1990 ("NAHA") established the HOME Program as a means of expanding and preserving affordable housing for low and very low income households. Eligible categories of programs include: housing rehabilitation, acquisition, new construction, rental assistance and first-time home buyer assistance programs. Huntington Beach receives a formula allocations, the amount of which is determined much like the City's CDBG entitlement. EcWtations 1. A minimum of 15% of HOME funds must be awarded to special housing nonprofits known as Community Housing Development Organizations (" CHDOs'). 2.- * order for a nonprofit to be recognized as a CHDO, it must conform to an extremely rigid set of guidelines governing bylaws and articles of incorporation, and make-up of the governing board (a third of who must be low income). The CHDO must have a history of serving the community. 3. The City has established a quality working relationship with two housing nonprofits in Orange County that qualify as CHDO's: Orange County Community Housing Corporation (OCCffQ, based in Santa Ana, and Shelter for the Homeless, which is based in Westminster. Beginning with the expenditure of Fiscal Year 1993 HOME funds, a 25%matching fund requirement goes into effect. The match must come from non-federal sources. Redevelopment '.housing funds that have been committed to certain other affordable housing projects will be used :for the match requirement. Recommendations (Not in order of priority) Staff recommends that HOME funds be used in the following manner. 1. Facilitate the acquisition of multi -family housing projects in need of rehabilitation. 2. Develop partnerships with CHDO's and other nonprofit housing developers. Secure partial financing commitments from conventional lenders. 3. Provide gap financing for nonprofit housing partners with secured partial financing commitments from conventional lenders. trat i (Not in order of priority) 1. Target the Oakview and Main Pier Redevelopment Project Areas. 2. Offer deferred payment loans for 30 years with repayment of the principal equal to CPI. 15 HUNTINGTON BEACH REDEVELOPMENT SET -A -SIDE \�� \ M1M`i��� \.\ \v\\\\h\.\\;2Y\�\ \ `� \� \`\ I 1\11, \1r�4\,\�\\\\� . 6 � tr/�2v.a\w�tv 7`,fi�`Y. h v,,2`a{ayly+',�Ct'7'iIK a3Ai� y\^y`•t�''x-\y`K•�a'2� �\ `, yy:`;hh1rtSiF2i� v � \,t �.`.SS� b ,Q INCOME Tax Increment $ 871,076 00 $ 891 415 00 $ 914 291 00 Interest Income Five Points Senior Villas $ 9 500 00 $ 38 000 00 $ 38 000 00 Loan Interest Income In Lieu Fee Affordable Housing $ 50 000 00 Fees Collected Return of Mora Kai Pledge $ 385 563 00 $ 385 563 00 TOTAL IN OME;,% _ ��� ,\� ,,� Expenses Operating Expenses $ 123 677 00 $ 12986100 $ 136 354 00 Administrative Costs $ 60 699 00 $ 63 734 00 $ 66 921 00 Legal Services $ 2010000 $ 3010000 $ 3010000 Administrative Costs $ 3 790 00 $ 7 790 00 $ 7 790 00 TOTAL OPEM N � . \ * # } �1 \ #�}# �\ ,z,241$ . Projects Mora Kai (Pledge) $ 385 563 00 $ 385 563 00 $ 385 563 00 Five Points $ 100 000 00 $ 100 000 00 $ 10000000, 725 Utica $ 450 000 00 Pacific Park Villas $ 300 000 00 $ 450 000 00 Bnsas Del Mar $ 243 717 00 ERAF $ 13914200 MCC $ 30 000 00 $ 30 000 00 $ 30 000 00 Emerald Cove $ 80 000 00 $ 80 000 00 $ 80 000 00 Third Block West $ 825 000 00 TOTAL PI JE T EXP'ENSEtt! 1,726,42 00 1' "8 ,0},M100 ♦ ti 6�75,sl�3700.FUND BALANCE 16 REDEVELOPMENT SET ASIDE FUNDS Redevelopment law requires redevelopment agencies to reserve twtnty percent of the tax increment collected annually for the •apes.- of affordable housing. For some years redevelopment agencies have been required to provide fifteen percent of the '.tits in a Completed project area as "affordable". Recently, legislation was approved and incorporated into the Health and Safely Code that requires redevelopment agencies to provide a plan through which these housing obligations can be achieved This plan is to be updated ci ery five years in conjunction with the jurisdiction's housing element. Rmulations 1. 30% of all new housing or rehabilitation housing units developed by the redevelopment agency must be available at affordable housing Costs to low and moderate inane households, 50% of which must be available at affordable housing cost to very low income households. 2. 15% of all new or rehabilitation housing units developed within a project arcs by entities or persons other than the Agency, must be available at affordable cost to low and moderate income households, 40•/ of which must be available at afford&c housing cost to very low income households. 3. Units rehabilitated, developed or constructed in compliance with the Housing Requirements must remain affordable to each respective income level for the longest feasible time. 4. The agency is to adopt a housing compliance plan for each project area to ensure compliance with the implementation plan requ rent every 5 years. The housing compliance plan is to be submitted to the state of California Department of Housing and Community Development. Recommendations (Not in order of priority) 1. Comply with state law by providing all necessary replacement housing units within the required four years of the units' removal and assuring 15% production units requirements every ten years. 2. Rrbabitate and coven= existing units city wide to maintain affordability and to receive the most affordable units for the monies expended. _ 3. Focus efforts and expenditure of funds on the provision of housing for low and very low income households on a city aide basis or within project arras when economically feasible. St!ptegh(Not in order of priority) 1. Prmide replacement and production housing inside project area. 2. Rebab units outside project area only if cost of provision of units is at least 1/3 of comparable units provided inside Project area. 3. Provide production units outside project area only if cost is 1/2 or less of comparable units within project area. k hutch housing typ income to job generation. 17 ------ ---- ' -'' &� ' ' ' ' � ' Mulffunily City Wide 121 Singlef!MLRehab City Wide 559 Emerald Cove Senior Housing 164 Sea View Mulffamily 25 Utica Ave MWtifamfly 36 .. Affordable Housing Implementation, with Rankings of Approved and Proposed Projects a 19 tkw,,�\ 6�0 Specd Projects Dimon X046 j*x Af fordable Housing Past Rai W 1995 Initial requests for financial assistance for affordable housing projects will be evaluated on the following point system. 6 Project Location Priority areas will be established annually by the City Council the point system in this section may change accordingly Redevelopment project area HUD enhancement area Area demand on city services Low medium, or high dV,4 j City housing survey area rated "Poor" Project Profile (Acquisition of Dusting Projects) Bldg conforms to all applicable building codes Zoned for residential use Zoning compatible with surrounding uses Adequate open space Meets required parking Household Income Served Number of units & % of project reserved for low or very low income persons 100% of units for very low = 10 pts 50% of uruts for low = 5 pts WAM%U%"III P` ilig 20 10 5 5 5 5 5 5 5 10 Rating Shea, coat. Number of units and % of project reserved for special needs groups (e.g. seniors) 100°Ie of units for special needs — 10 pts. 500/0 of units for special needs - 5 pis. Number of units and % of project racnrcd for Urge families (3+ bedrooms) Ma of units (3+bedrooms) 5 pts. 12"-eloper Profile Nonprofit housing developer For -profit developer knp-Term Affordability Controls Length of Affordability* 30+ 20-30 years 15 20 years 5-15 years ME st for RIPigg Loan of L= than $25,000 per unit Grant of Lcss than $25,000 per unit Loan of Less than $50,000 per unit �0-apt of Leg than S50,000 per unit TOTAL POSSIBLE POINTS: 10 5 10 5 10 7 5 10 7 5 2 140 * Dependent upon the source of funds; the full 25 points will be a%w4ed for projects with thirty or more }ears of affordability etc; .Additional consideratioa milt be given to projects based on average unit size, cost, ovaiR density of the project, as %a as the cost of rehabilitation and other related expenses 41 minimum of 5d points is required for any prof ect to merit further consideration 21 PROPOSED PROJECTS RATING PROJECTS COST CDBG HOME SET ASIDE COUNCIL/AGENCY ACTION COMMENTS RATING Max 140 1 17361 Koledo $ 335 000 $ 335 000 Verbal Commitment OCCHC In Escrow 93 FUNDS 115 2 17371 Koledo $ 300 000 $ 300 000 Verbal Commitment 123 SW 93 FUNDS 176 500 94 FUNDS 115 3 Mora Kai $ 400 000 $ 400 000 Loan Agreement Bond Closing Mar 301995 70 4 Yorktown Lake $ 1 000 000 $ 1 000 000 Purchase Agreement Proposed Senior Project 100 5 611 6th Street $ 575 000 $ 300 000 $ 275 000 $ ? County HOME Funds Withdrew 40 6 Habitat for Humanity $ 163 000 $ 163 000 To Pay for City Owned Land Negotiation 80 7 Orange Hsg Dev Corp $ 30 000 $ 30 000 No Project CAB No Rating 8 Hunt Harbor Owners $ 15 000 $ 15 000 Direction from council to proceed First Step of Process No Rating TOTALS $8,020,50D $793,000 $2,090,00 $6,137,600 22 qw Affordable Housing Obligations 23 Replacement Housing Requirement Replacement Removed Requirement ;Main Pier Demonstration Block 18 14 Main Promenade 33 33 Main -Pier II 18 18 Pierside/Piercolony 27 24 Third Block West 19 19 Town Square 5 3 Waterfront 104 92 Bayshore 1 1 Huntington Center Huntington Center Area 1 1 Oakview Zizakus 6 5 Talbert -Beach Seaview - formerly "Collins/Zweiber 3 2 Yorktown -Lake 0 0 Outside Project Areas Ocean View Estates/Mushroom Farm 1 1 Total 236 213 Units Produced for Replacement Housing 263 Surplus 50 24 Production Housing Requirement Affordable Units Affordable Units Affordable Units PROJECT UNITS Required Provided Deficit 15% of ProduoW Main -Pier Huntington Pier Colony/1990 130 20 0 20 Town Square11989 89 14 0 14 Huntington Bay Shore/1988 159 24 0 24 Villas Del Mar/1988 64 10 0 10 HuntingtonrsM � 986 ( 342 52 68 -16 Subtotals 784 120 68 52 Oakview Ash Street Projects/1985-89 20 3 0 3 Cypress Avenue 3 1 0 1 Elm Street Projects/1985 30 5 0 5 Koledo Lane/1984 16 3 0 3 Subtotals 69 12 0 12 Talbert -Beach Windward Cove1986 96 15 0 15 Capewoods/1985 55 9 0 9 Emerald Cove/1986 (Agency) - eo units an counted towards Moacement requ.ement 164 50 74 24 Pacific Park Villas/1994 (Prwd in pmipm 36 units completes) 88 14 25 -11 Subtotal 403 88 99 -11 Yorktown -Lake Huntington Classtcs/1990-94 81 13 0 13 Subtotal 81 13 0 13 TOTAL 1337 233 167 66 25 ATTACHMENT NO. 11 CN FILE WITH CITY CLERK COULTRUP DISPOSITION & DEVELOPMENT AGREEMENT IS ON FILE IN THE CITY CLERK'S OFFICE ATTACHMENT NO. 12 Attachment: 12 Coultrup Companies 18281 Gethard Strect, suite 202, liuntiuttun lRearh CA 92648 (714)37-"733, faz:374.5-4735 May 9,1995 Keith Bohr Development of economic Development . City of 11untit3Bton Beach 2000 Main Strect Huntington Beach, CA 92648 RE: Hearing date for removal of the Agaicy financial feasibility amdidon in the DDA. Dear Keith: We are most pleased with the California Coastal Commission's (CCC) favorable response to the WIT project. Furtlxr it is anticipated that the pending appeal will be denied by the CCC at the June hearing which is sclWuled between the 12th and 16th. In the DDA it provides that the Agency shaft dctrnnine within thirty (30) days ofapproval of the DTSP by the CCC that the Agency bas sut%eicnt funds available to compictc all of its 0mg8tions forARIL We ue cocounged thst as all panics had always planned, your fuedings show a surplus of funds for MPIL SNuaWW(y we Weve that the removal of the financial feamlility condition should occur at the fast City Council mating tiler the CCC dedses the pending aptwA- 71=6ore we request that although the subject 30 days is up on June 10,199S we request that the 30 day period be wended to forty (40) days to brow the City Councit to remove the ruuncW fen ability condition on Monday. Junc 19,1995. - - Thank you for your assistance in this matter. On behalf of the Main Pier 11 partnership; Jon MP1I Michael Voss Birtcher Real l:sutc, Ltd., Ray Lets. Esq. Voss, Cook & T L b id6eI Leifer Pala iWL Tyler, Weiner... Mke Ubwjga City Administrator Keith Bohr Department ofEcotwmic Development W4485 1:LPIZ t DISPOSITION AND DEVELOPMENT AGREEMENT by and among the REDEVELOPMENT AGENCY OF THE CIT'i OF H=INGTON BEACH, AGENCY, and COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership DEVELOPERS TABLE OF CONTENTS I. (6100] SUBJECT OF AGREEMENT A. (§1011 Purpose of Agreement B. [§102] The Redevelopment Plan C. [§103] The Site D. [51041 Parties to the Agreement.. 1. [§105] The Agency 2. E§106] The Developers 3. -151071 Representations and Warranties of the Parties 4. j§108] Guarantors S. (§109] Prohibition Against Change in Ownership, Management and Control of Developers 6. (§110]. Transfer of Partnership Interest; Indemnity 7. [61111. Good Faith Deposit 8. [§112] -Relationship.of Agency and Developers 11. ( §200 ] - • ASSEr1BLY OF THE SITE A. [6201] Acquisition of Third Party Parcels B. 1§2021 Disposition of Agency Parcels; Actions to be . Perforned Prior to Transfer; Agency Assistance C. (6203] Escrow D. (5204] Conveyance of Title E. (§205] Condition of Title for the Conveyance F.. [5206] Time for and Place of Delivery of Documents G. . [g2071 Title Insurance for the Conveyance H.1§2081 Taxes and Assessments I. 162091 Environmental Matters J. 15210) Conditions Precedent to the Conveyance, Termination, Reimbursement K. 152111 Land Use Entitlements III. 1§300] DEVELOPKENT OF THE SITE A. 153011 Development_of the Site 1. 1§302) Scope of Development 2. [§303) Site Plan 3. 1§3041 Construction Drawings and Related Documents 4. 1§30S) Cost of Construction S. 163061 Construction Schedule 6. [§307) Anti -Discrimination During Construction 7. [§308] bodily Injury and Property Damage Insurance E. [53091 Certificate of Completion C. 163101 No Encumbrances Except Mortgages and Deeds of Trust D. 1§311] Holder Not Obligated to Construct Improvements E. 15312) Notice of Default to Mortgage or Deed of Trust Holders; Right to Cure F. 163131 Failure of Holder to Complete Improvements G. 16314) Right of the Agency to Cure Mortgage or Deed of Trust Default H. 163151 Right of the Agency to Satisfy Other Liens on the Site After Title Passes IV. 154001 USE OF THE SITE A. 1§401) Uses 8 •.. 1§402] Maintenance of the Site 3 .t i C. D. V. A. B. C. D. VI. A. B. C. D. E. [5403] Rights of Access [§404] • Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction ' 15500) GENERAL PROVISIONS [§501] Notices, Demands and Communications Between the Parties [§5021 Conflicts of Interest 1§5031 Enforced Delay; Extension of Times of Performance 1§5041 Nonliability of Officials and Employees of the Agency 1§6001 DEFAULTS AND REMEDIES 1§6011 Defaults -- General [§602] Legal Actions 1. [§603] Arbitration 2. 196041 Applicable Law 3. [§605) Acceptance of Service of Process [§606] Rights and Remedies Are Cumulative [§607] Inaction Not a Waiver of Default [§608] Remedies 1. [§609] Damages 2. [§610] Specific Performance 117001 SPECIAL PROVISIONS [§701] Real Estate Commissions [§702] Successors In Interest 167031 Amendments to this Agreement D. 167041 Attorney Fees E. (5705) Release of Claims VIII. 1§800] ENTIRE AGREEMENT, WAIVERS ATTACHMENTS Attachment No. 1 Site Map Attachment No. 1-A Proposed Site Map Attachment No. 2 Legal Description Attachment No. 3 Scope of Development Attachment No. 4 Schedule of Performance Attachment No. 5 Cracchiolo Grant Deed Attachment No. 6 Agency Parcels Grant Deed Attachment No. 7 Deed of Trust Attachment No. 8 Certificate of Completion Attachment No. 8-A Partial Certificate of Completion Attachment No. 9 Covenants for Block 105 Attachment No. 9-A Covenants for Block 104 Attachment No. 10 Guaranty Attachment No. 11 Property Owners Partnership Agreement Attachment No. 12 Equity Participation Procedure Attachment No. 13 Loan Schedules for Property Owners" (iv) V DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic,.(the "Agency"), Coultrup Companies, a California corporation, Birtcher Real Estate Limited, a California limited partnership (the "Developer" or sometimes referred to herein as the "Block 105 Developer") and Main Pier Phase II Partnership, a California general partnership (the "Developer" or sometimes referred to herein as the "Block 104 Developer"). The Agency and each of the Developers hereby agree as follows: I. (§1001 SUBJECT OF AGREEMENT A. E§1011 Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the Main Pier Redevelopment Project -by providing for the disposition and development of certain property bounded by Pacific Coast Highway, Main Street, Sixth Street and Walnut Avenue within the Project Area (the "Site"). The Site is depicted on the "Site Map", which is attached hereto as Attachment No. 1-and incorporated herein by this reference. The Site is to be developed, pursuant to this Agreement, for commercial and residential use, as described in more detail hereinafter in the Scope of Development attached hereto as Attachment No. 3 and incorporated herein by this reference (the "Project"). This Agreement is entered into for the purpose of expeditiously developing the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City of Huntington Beach, California (the "City") and the health, safety and Welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Redevelopment Plan (as hereinafter defined) has been undertaken. B. j§1021 The Redevelopment Plan The Redevelopment Plan was approved and adopted by the City Council of the City of Huntington Beach by Ordinance No. 2576, as amended by Ordinance No. 2634; said ordinances and the Redevelopment Plan as so approved and. amended (the "Redevelopment Plan") are incorporated herein by reference. C.. 1§1031 The Site • The Site is that portion of the project area designated on the Site Map (Attachment No. 1). .W The Site is composed of two separate blocks of property known as Block 104 and Block 105 each of which is identified on the Site Map (Attachment No. lA and 1B). Block 104 consists of the following parcels: 1. Six third party parcels owned separately by the general partners of the partnership'which has Coultrup Companies as its managing partner and which by the terms of its Partnership Agreement attached hereto as Attachment No. 21, has committed to implement the obligations to develop Block 104 (the "Property Owner's Parcels"); 2. Two parcels owned by the Agency (respectively the "Agency Parking Parcels and the Agency Exchange Parcel"); 3. A portion of a public right-of-way to be.vacated subject to the terms and conditions set forth herein (the "Alley"). Block 105 consists of: 1. Two parcels owned by Sarrabere-Wood and Goodman, tenants in common, (collectively the "Sarrabere-Wood-Goodman Parcels"); 2. Seven parcels owned by the Agency (collectively the "Block 205 Agency Parcels"); 3. A parcel owned by Frank, Dolores, Salvator and Barbara Cracchiolo (the "Cracchiolo Parcel"). Each of the foregoing enumerated parcels is designated on the Site Map (Attachment No. 1A). The legal descriptions of each of the Parcels are attached hereto as "Attachment No. 2" and incorporated herein by this reference. Pursuant to this Agreement, each of the Parcels and the h1ley shall be reconfigured into the Proposed Site Plan (Attachment No. 1B) pursuant to the procedures required by the City under the. Subdivision Map Act (California Government Code §§ 66410 et seg.}. D. 1§1041 Parties to the Agreement 1. [§105) The Agency The Agency is a public body, corporate and politid, exercising governmental functions and powers and organited and existing under Chapter 2 of the Connunity 05/13/93 A 64-49u/2460/009 -2- Redevelopment Law of the State of California. The principal office of the Agency is located at'City Hall, 2000 Main Street, Huntington Beach, California 92648. "Agency", as used in this Agreement, includes the Redevelopment Agency of the City of Huntington Beach, and any assignee of or successor to its rights, powers and responsibilities. 2. .112061' The Develoaers The'Developer for the Block 105 portion of the Site is a joint venture with joint and several liability for obligations relating to Block 105 between Coultrup Companies, a California corporation, and Birtcher Real Estate Limited, a California limited partnership. The address of the Block 10S Developer for the purposes of this Agreement,is c/o Birtcher Real Estate Limited, 27611 La Paz Road, Laguna Niguel, California 92656 ("Birtcher") and to Coultrup Companies, P.O. Box 1270, Sunset Beach, California 90742 ("Coultrup"). The sole two exceptions to the joint and several liability of Coultrup and Birtcher for obligations relating to Block 105 are in the separate representations and warranties in Section 107 below and the separate obligation of Coultrup to return the Advance Assistance of One Hundred and Eighty Thousand Dollars to the Agency in the event of a termination of the Agreement by the Developer under the Zinanciug contin pur ant to Sections 202 (15 ) and 210 (2 .) (W" )_. contingencies The Developer for the Block 104 portion of the Site is a partnership with joint and several liability among the individual general partners of the Main Pier II for obligations relating to Block 104 Partnership. The general partners are: Coultrup Companies, Eldon Bagstad, Barbara Bagstad, Gary Mulligan, Loren Johnson, M.D., Frank Cracchiolo, Dolores Cracchiolo, Salvator Cracchiolo, Barbara Cracchiolo, Ann Mase, Ron Mase, George Draper, Frank Alfonso, -and Gilbert R. Geilim. The 'address of the Block 204 Developer for purposes of this Agreement is 3. 151071 Representations and Warranties of the Parties A. Birtcher, to the best of its knowledge, represents and warrants to the Agency as follows: (i) Birtcher has duly authorized, executed and delivered this Agreenent.and any and all other agreements and documents required to be executed and delivered by the 05/13/93 6449u/2460/009 -3- Block 105 Developer prior to execution of this Agreement in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. (ii) Birtcher does not have any naterial- contingent obligations or any material contractual agreements which could Materially adversely affect the ability of the Block 105 Developer to carry out his obligations hereunder. (iii) There are no known material pending or, so far as is known to Birtcher, threatened, legal proceedings to which the Block 105 Developer is or may be made a party or to which any of its property is or may become subject, which has not been fully disclosed to the Agency which could materially adversely affect the ability of the Developer to carry out his obligations hereunder. (iv) There is no action or proceeding pending or, to Birtcher's best knowledge, threatened, by or against the Block 105 Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out his obligations hereunder. (v) Birtcher has performed all of its obligations to be performed at or prior to the date of Block 105 Developer's execution of the Agreement in accordance with the Schedule of Performance and is not in default hereunder. Each of the foregoing items i to v, inclusive shall be deemed to be an ongoing representation and warranty. Birtcher shall advise the Agency in writing if there is any change pertaining to any matters set forth -or referenced in the foregoing items i to v, inclusive. B. Coultrup, to the best of its knowledge, represents and warrants to the Agency as follows: (i) Coultrup has duly authori=ed, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developers prior to execution of this Agreement in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. (ii) contingent agreements ability of obLf gations Coultrup does not have any material obligations or any material contractual which could materially adversely affect the the Developers to carry out each of their hereunder. 05/13/93 M 6449u/2460/009 -4- (iii) There are no known material pending or, so far as is known to Coultrup, threatened, -legal proceedings to which either of the Developers is or may be made a party or to which any of their property is or may become subject, which has not been fully disclosed to the Agency which could materially adversely affect the ability of either of the Developers to carry out each of their obligations hereunder. (iv) There is no action or proceeding pending or, to Coultrup's best knowledge, threatened, by or against either of the Developers which could -affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of each of the Developers to carry out,their obligations.hereunder. (v) obligations Developer's the Schedule Coultrup has performed all of his to be performed at or prior to the date of execution of the Agreement in accordance with of Performance and is not in default.hereunder. Each of shall be deemed to be Coultrup shall advise change pertaining to foregoing items i to .the foregoing items i to v, inclusive an ongoing representation and warranty. the Agency in writing if there is any any matters set forth or referenced in the v, inclusive. C. The Agency, to the best of its knowledge, warrants and represents to the Developers as follows: (i) The Agency has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Agency prior to the execution of this Agreement in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. (ii) The Agency does not have any known material contingent obligations or any known material contractual agreements which could materially adversely affect the ability of the Agency to carry out its obligations hereunder. (iii) There are no known material pending or threatened, legal proceedings to which the Agency is or may be made a party or to which any of its property is or may become subject, which has not been fully disclosed to the Developer which could materially adversely affect the ability of the Agency to carry out its obligations hereunder. (iv) There is no action or proceeding pending or, to the Agency's best knowledge, threatened, looking toward 05/13/93 6449u/2460/009 -5- the dissolution or liquidation of the Agency, and there is no action or proceeding pending or, to the Agency's best knowledge, threatened by or against the Agency which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Agency to carry out its obligations hereunder. (v) The Agency has performed all of its obligations to be performed at or prior to the date of Agency's execution of this Agreement in accordance with the Schedule of Performance and is not in default hereunder. Each of the foregoing items i to v, inclusive shall be deemed to be an ongoing representation and'warranty. The Agency shall advise each of the Developers in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items i to v, inclusive. At the Developers' request Agency is accepting separate warranties and representations from Birtcher concerning the block 105 Developer responsibilities and Coultrup concerning both Elock 105 and Block 104 Developer responsibilities rather than obtaining combined representations and warranties from each entity jointly, however, each of Coultrup and Birtcher agree to hold Agency harmless and provide the Agency a defense in the event of any claim or litigation between Birtcher and Coultrup alleging a breach or misrepresentation of Birtcher's or Coultrup's representations and warranties. ' 4. 161081 The Guarantors The "Guarantors" for the Block 105 portion of the Site are Birtcher Real Estate Limited and Jon Coultrup, an individual. The Guarantors will benefit materially by the execution of this Agreement. Prior to and as a condition of the Conveyance of the Agency Block 105 Parcels (as set forth in Section 201 hereof) the Guarantors shall execute and deliver to the Agency the;guaranties of each and every obligation of the Developer pursuant to this Agreement in the form of the "Guaranty" which is attached hereto as Attachment No. 10 and is incorporated herein by reference. The parties agree and acknowledge that the delivery of the Guaranty by the Guarantor is a material inducement for the Agency to convey the Site to the Developer, and that but for the provision of such Guaranty, the Agency would not execute this Agreement or convey the Agency Block 105 Parcels to the Developer. The guaranties are for the sole benefit of the Agency and the City or any successors to their interests and are not intended to be for the benefit of any other party. The "Cuarantors" for the Block 104 portion of the Site are Jon Coultrup, Eldon Bagstad, Barbara Bagstad, Cary 05/13 /93 6449u /2460 /009 -6- •} Mulligan, Loren Johnson, M.D., Frank Cracchiolo, Dolores Cracchiolo, Salvator Cracchiolo, Barbara Cracchiolo, Ann Mase, Ron Mase, George Draper, Frank Alfonso, and Gilbert R. Geilim. The Guarantors will benefit materially.by the execution of this Agreement. Prior to and as a condition of the Agency's consideration of approval of this Agreement, the Guarantors shall execute and deliver to the Agency the guaranties of each and every obligation of the Developer pursuant to this Agreement in the form of the "Guaranty" which is attaclied hereto as Attachment No. 10 and is incorporated herein by reference. The parties agree and acknowledge that the delivery of'the Guaranty by the Guarantor'is a material inducement for the Agency to convey the Site to the Developer, and that but for the provision of such Guaranty, the'Agency would not execute this Agreement or convey the Agency Elock 104 Parcels to the Developer. The guaranties are for the sole benefit of the Agency and the City or any successors to their interests and are not intended to be for the benefit of any other party. 5. 1§1091 Prohibition -Against Chanae_ in Ownership, -Management and Control of Developers - -• ------ - The qualifications and identity of each.of the Developers are of particular concern to the City and the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developers. No voluntary or involuntary successor in interest of either of the Developers shall acquire any rights or powers under this Agreement except as expressly set forth herein. Each of the Developers shall not assign or transfer all or any part of this Agreement or the Site or any rights hereunder prior to the issuance of a Certificate of Completion as defined in Section 309 of this Agreement, -for that portion of the Site for which each Developer.has . responsibility, without obtaining the prior written approval of the Agency. Written approval of the Agency shall also be required prior to any and all changes whatsoever in the identity of either of the Developers' general partners or in the individual or entity holding the controlling share of equity in the Developer entity. Any purported transfer, voluntary, involuntary, or by operation of law, except with the prior written consent of the Agency, shall constitute a default of the responsible Developer and shall render this Agreement absolutely null and void with respect to that portion of the project to which the defaulting Developer has rights and responsibilities and shall confer no rights whatsoever upon any purported assignee or transferee of the defaulting Developer. • All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and the permitted successors and assigns 05; 13/93 6449u/2460/009 -7- of the Parties. Whenever the term "Developer" or "Agency" is used herein, such term shall include any other permitted successors and assigns as herein provided. Notwithstanding the foregoing, Birtcher and Coultrup anticipate the formation of a partnership to act as the Block 105 Developer hereunder in which each party will have an affiliate act as a general and/or limited partner. Upon the formation of such development entity and the request of such development entity, the Agency agrees to consent to the assignment of all of the right, title and interest of Birtcher and Coultrup pursuant to the terms of this DDA to such development entity. Such consent shall not be unreasonably withheld but shall be subject to the Guarantors continuing to remain in place or being replaced by substituted Guarantors as the Agency may approve in its discretion. Furthermore, it is anticipated that a general or limited partnership may be formed between the development entity described in the preceding paragraph and another entity whit will act as an equity participant in the Project. Upon the formation of such entity and the request of such entity, the Agency agrees to consent to the assignment of all of the right, title and interest of the Block 105 Developer pursuant to the terms of this DDA to such entity. Such consent shall not be unreasonably withheld but shall be subject to the Guarantors continuing to remain in place or being replaced by substituted Guarantors as the Agency may approve in its discretion. Upon the issuance of the Certificate of Completion, attached 'hereto as Attachment'No. B and incorporated herein by this reference, pursuant to Section 309 of this Agreement, this Section 109 shall be of no further force or effect. 6. t§110] Transfer of Partnershin Interest; Indemnity coultrup Companies is the managing partner in the Block 104 Developer partnership agreement, an executed copy of which is attached hereto as Attachment No. 11 and incorporated herein by this reference (the "Block 104 Developer Agreement"). The Block 104 Developer Agreement provides for the ability of the partnership to carry out all responsibilities concerning construction and development of Block 104 pursuant to the terms of this Agreement. Birtcher Real Estate Limited may elect to form an entity with Coultrup Companies which shall become the managing partner of the Block 104 Developer Partnership. 05/13/93 6449u/2460/009 -3- The Block 104 Developer shall indemnify, hold harmless and defend.the Agency -and/or the City from any claim, cause of action or suit arising out of or relating to the Block 104 Developer Agreement and the terms, conditions, responsibilities and obligations between the parties thereto. Such limitations shall not relate to claims made and to Agency actions or responsibilities under this Agreement. 7. •111111 Good Faith Deposit Prior -to execution of this Agreement by the Agency, Block 105 Developer has previously deposited Twenty. Thousand Dollars ($20,000) with the Agency. The deposit shall be returned to the Block 105 Developer simultaneously with the Advance Assistance in Section 202(15.) herein.- ,B. 161121 Relationship of Agency and Developers It is hereby acknowledged that the relationship between the Agency and each of the Developers is not that of a partnership nor a joint venture and that the Agency and each of the Developers shall not be deemed or construed for any purpose to be the agent of the other. II. 162001 ASS iBLY OF THE SITE A. 162011 Aaencv Acquisitions 1. Acquisition of Sarrabere-Wood-Good.-nan Parcels The Agency has conducted a hearing and approved the adoption of a resolution of necessity for the acquisition of the Sarrabere-Wood-Goodman Parcels by exercise of its power of eminent domain. The Agency shall provide the Acquisition Cost funds, as defined below including the offer amount, based • on the appraisal, which must be filed with the court at the time the eminent domain action is filed in order to apply for the order of immediate possession. A determination not to continue the eminent domain action shall provide additional grounds for termination of this Agreement by the Agency or Developer under Sections 210 or 211 herein. Upon Agency acquisition of any of the individual parcels or property interests comprising the Sarrabere-Woad-Goodman Parcels, the Agency and Developer agree that.said parcels shall be conveyed to the Block 105 Developer within the time set forth in the Schedule of Performance (Attachment No. 4) and.said property interests shall be terminated, and the Agency and the Block 105 Developer shall cooperate and execute any documents required to effect such conveyance(s) and to remove said property interests of record. 05/13/93 1 5449u/2460,/ 009 -9- In the event that the Agency exercises its power of eminent domain to acquire the Sarrabere-Wood-Goodman Parcels, the Agency shall, upon the Block 105 Developer's written request, exercise its best efforts to obtain a judicial order or orders (hereinafter "Order of Prejudgment Possession") authorizing the Agency to take possession of the premises prior to the final order(s) of condemnation. Notwithstanding any other provision of this Agreement to the contrary, if, at the tire of the close of escrow for the transfer of the Block 10S Agency Parcels to the Block 105 Developer, the Agency provides to the Block 10S Developer a copy of an Order of Prejudgment Possession for all of the individual parcels or property interests comprising the Sarrabere-Wood-Goodman Parcels, and: (i) The right to take is not an outstanding issue as either being waived, settled or finally decided with the appeal period having ellapsed; (ii) Agency delivers possession of the premises which are the subject of the Order of Prejudgment Possession; (iii) Agency is diligently proceeding with eminent domain action(s) seeking the rendering of a final judgment or judgments, which judgment or judgments would authorize the taking, and the Agency agrees to convey fee title to the parcel or terminate the property interest, as applicable, when Agency completes the acquisition; and (iv) The right of possession conveyed by the Agency to the Developer is sufficient to enable the Developer to obtain a title insurance policy as necessary to close its construction and permanent loans for the development of the Site; then, the Block 105 Developer shall accept such right of possession and proceed with -the development of the Site, with the date of transfer of possession from the Agency to the Block IDS Developer treated the same as the date of close of escrow for purposes of the Block 105 Developer's obligation to proceed with and complete construction. Upon the request of the Title Company, the Agency shall execute an indemnification agreement in form satisfactory to such Title Company and reasonably satisfactory to the Agency by which the Agency shall agree to indemnify the Title Company for any. -losses, damages and expenses incurred by the Title 05/13/93 16 6449u12460/009 -10- Company in the event of the Agency's abandonment of the eminent domain proceedings. Nothing herein shall be deemed to obligate the Agency to pay for any additional premium -or other charge necessary for the issuance of said title policy. In the event that no title insurance company will issue a.standard ALTA (CLTA) policy in a form with exceptions that will not effect the ability of the Block 105 Developer to.complete the project,. the Block 105 Developer's obligation to commence and complete construction shall be delayed until either a reasonably acceptable title policy is obtained or the Agreement is terminated. The term "Acquisition Costs" as used herein shall mean all costs reasonably incurred by the Agency for acquisition of anv of the individual parcels and property interests comprising the Sarrabere-Wood-Goodman Parcels. The Agency's Acquisition Costs shall include, but not be limited to, costs for real estate purchases and option agreements, escrow fees and charges, title insurance,. relocation expenses, court judgments, court costs, attorney's fees, appraisal fees, and expert witness fees. 2. Acquisition by Exchange of Cracchiolo Parcel Agency and Cracchiolo have agreed to an exchange (equity for equity with each parcel to be delivered free and clear of all liens and encumbrances) of the Agency Exchange Parcel on Block 104 (39' 9 3/8" street frontage) and the Cracchiolo Parcel on Block 105 (50 feet street frontage). The Agency shall pay in addition Ninety -Nine Thousand Dollars ($99,OOC) in cash or, if prior to the close of escrow in Section 202 herein, in the form of a note which shall be due at close of escrow, for the additional ten (10) feet of frontage property that the Agency receives in.the exchange. The Agency agrees .to cooperate with Cracchiolo with regards to a 1031 tax deferred exchange. The escrow on this exchange is to close prior to the transfer of the Agency Block 105 parcels to Block 105 Developer. Cracchiolo has been informed and agrees that in the event he fails to complete the described exchange that the Agency could initiate an action for specific performance or damages or could schedule a hearing to consider the adoption of a resolution of necessity to condemn his property. 3. Acauisition of Property Owners Parcels The Block 104 Developer general, partners have agreed pursuant to this Agreement and to their Block 104 Developer Agreement (Attachment No. 11) to cooperate with all actions necessary for the development of Block 104. The general partners agree that in the event any one of them is unwilling to cooperate with the terms of this Agreement and the Managing General Partner, the Agency.would be forced to schedule a hearing to consider the adoption of a resolution of 05/13 /93 ' 6449u;246O/0O9 -11- necessity•to condemn their property. In the event the Agency determined it was necessary to proceed with•an eminent domain action, all Acquisition Costs as defined in paragraph 1 above shall be borne by the Block 104 Developer and the Block 104 Developer shall provide cash or a letter of Credit in an amount of one hundred and fifty percent (15061) of the appraisal value of the particular Property Owner's Parcel in advance of the filing of the eminent domain action. B. j §202 ] Disposition of _Acrencv Block 105 Parcels; Actions to be Performed Prior to Transfers ZAgency Assistance Subject to applicable terms and conditions of this Agreement, the Agency agrees to provide Agency Assistance as described below, and to sell the agency Parcels and the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel to the Developer and the Block 105 Developer shall purchase the Agency Parcels, the Sarrabere-Wood-Good.-nan Parcels and the Cracchiolo Parcel from the Agency. The purchase price for the Agency Parcels, the Sarrabere-Wood-Good.-nan Parcels and the Cracchiolo Parcel shall be equal to the amount of One Million Eight Hundred Thousand Dollars (S1,800,000) plus an equity share interest as defined in the Equity Participation Procedure attached hereto and incorporated herein by this reference as Attachment No. 12 (the "Purchase Price"). After the close of escrow the Agency shall be responsible for any additional Acquisition Costs for acquiring the Sarrabere-Wood-Goodman Parcels including the judicially determined purchase price as determined to be the fair market value of the property. The Block 104 Developer would remain responsible for any costs for anv eminent domain actions for the Property Owner Parcels. The conveyance from the hgency to the Block 105 Developer of the agency Parcel(s), the Sarrabere-Wood- Goodman Parcel(s) and the Cracchiolo Parcel is subject to the following terms and conditions: 1. Aceuisition of Complete Site. The Agency shall have acquired all of the individual parcels and property interests comprising the Sarrabere-Wood-Goodman and Cracchiolo Parcels (or the Agency shall have obtained an Order of Prejudgment Possession and any issue as to right to take shall be finally resolved for any of such parcels or property interests for which fee title has not yet been obtained, with such Order meeting the requirements of Section 201 abode); 2.. Accentance of Title Policies. .Block 105 Developer shall have approved preliminary title policies to Agency Block 105 Parcels, the Sarrabere-Wood-Good.-nan .... Parcels and the Cracchiolo Parcel. 05 /13; 93 1q 6449ui2460/009 -12- 3. Vacation'of Alley. The City Council shall have adopted its resolution conditionally approving vacation of the Alley, as referenced in Section 201 above; with such vacation(s) to be effective concurrently with the close of the escrow for the Agency Parcels; 4. Subdivision: Conditional Use Permit and Coastal Commission A proval. Developers and Agency will cooperate in applications to City under the applicable '.subdivision approval requirements for reconfiguration of the parcels comprising the Site, vacation of the Alley and for any necessary conditional use permits. Developers shall be responsible for preparing and processinq'such'applications and paying all application fees. The final tract map for Block 105 shall be recorded concurrently with Agency's transfer - to Block 105 Developer of the Block 105 Agency Parcels, the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel. Developers and Agency shall be satisfied with all conditions placed on the conditional use permit. In the event of an appeal of the project to the Coastal Commission, Developers shall be responsible for preparing and processing such appeal. The final approval shall be in a form acceptable to Agency and each of the Developers. Such approval must be obtained by Coastal Commission prior - to the transfer of the parcels. S. Financing; Submittal of Evidence of Financing Commitments. A minimum of sixty (60) days prior to the conveyance of the Agency Parcels and the effective date of the City's resolution vacating the portions of the Alley, each of the Developers shall submit to the Agency's Executive Director evidence reasonably satisfactory to the Executive Director that the Developer has obtained the construction financing necessary for "..he development of their respective portions of the Project on the Site. Such evidence for the Block 104 Developer shall include documentation of each partner's financing for the construction on their individually -owned parcel. Such evidence of construction financing shall include the following: - a. A copy of the comm. itment or commitments obtained by each of the Developers for the mortgage loan or loans (both for interim construction financing) to assist in financing the • construction of,their respective portions of the Project (as defined -in the Scope of Development ,N 05;13 /93 6449u/2460/009 -13- (Attachment No. 3)), certified by each of the Developers to be a true and -correct copy or copies thereof. The commitments for financing shall be in such form and content acceptable to the Executive Director as reasonably°evidences a firm and enforceable commitment, with only those conditions which are standard or typical for the lender(s) involved for similar projects; and b. Sufficient information (e.g., an annual report) regarding the construction, interim and/or permanent lenders to enable the Executive Director to determine whether or not such lender(s) has (have) sufficient financial resources to fund the loan(s); and C. A financial statement and/or other documentation satisfactory to the Executive Director as evidence of other sources of capital, including a fifteen percent (159%) of construction costs equity contribution from each of the Developers, sufficient to demonstrate that each of the Developers have adequate funds committed by themselves or otherwise to cover the difference, if any, between construction and development costs minus financing authorized by mortgage loans (for purposes of calculating the 15% equity contribution, the unencu.•abered value of the Block 104 Developer's property interest shall be considered); and �d. A copy of the contract between each of the Developers and each general contractor for the construction of both portions of the Project, certified by the respective Developer to be a true and correct copy thereof. Within fifteen (15) days after receipt of each of the Developers' request for approval of its evidence of construction financing, the Executive Director shall respond in writing by stating what further information, if any, the Executive Director reasonably requires in order to determine whether or not to approve such evidence of financing. Upon receipt of such a timely response, the Developer(s) shall promptly furnish to the Executive Director such further information as may be reasonably requested. The Executive Director shall reasonably approve or disapprove each of the Developers' evidence of construction financing within fifteen (15) days after the Developer's request for such approval is accepted 05/13/93 6449u/2460/009 -14- 46.). as complete. If the Executive Director disapproves any such evidence of financing, written notice shall be provided to the responsible Developer stating the reasons for such disapproval. 6. Project Design; Design and Construction Costs; Aaencv Assistance. Subject to the costs to be incurred by the Agency pursuant to this Agreement, the Block 105 Developer shall, at its 'sole cost and expense,"design and construct the Block 105 portion of the Project .pursuant to the Scope of Development (Attachment No. 3), as an approximately 60 to 90 unit residential condominium building on Block 10S and the Block 104 Developer shall, at its sole cost and expense, design and construct up to three-story commercial office;retail'buildings totaling approximately 47,500 square feet on Block 104. Exact number of units and conditions on Project may be subject to change during the entitlement process with the City. Plan application by Developer shall be submitted to and accepted by the City planning department as complete within ninety (90) days of the execution of this .Agreement. Each Developer shall select, oversee and coordinate either a single general contractor for all of the work proposed for Block 104 and Block 105 or one for each. The Developers and the Agency shall provide dedications necessary to construct the Project from their respective Parcels at their expense. The Block 104 Developer shall be responsible for obtaining any such necessary dedications from the Property Owners Parcels. 7. Soils Remediation. Parties understanding with respect to soils remediation and obligations is set out in Section 209 below. E. Parking. -Agency shall provide non-exclusive public ground level parking spaces located in Block 104. Any charges for use (i.e.,- meter costs, etc:) made to the general public shall be equally applicable to the property owners; Both parties understand that it is the intent of the City .to amend its Downtown Specific Plan to allow the proposed commercial uses on Block 104 to be sufficiently parked by existing parking in the downtown area and the ground level spaces planned for the Agency owned parcel on Block 104. Both parties also understand that such an amendment to the Downtown Specific Plan requires approval by the _Coastal Commission. In the event the City is not successful in amending the Downtown Specific Plan to 05/13/93 6449u/2460/009 -15- allow for the proposed commercial project to be fully parked without the need for spaces aside from the ground level spaces shown on CUP No. 92-17, then this Agreement shall be automatically terminated. The Block 105 Developer shall provide all parking required onsite by the City for,the Block 105 Improvements and shall pay all costs associated with the construction of such parking facilities. , 9. Public Improvements. The Blocs: 105 Developer shall pay for all of the Block 105 onsite and offsite improvements as described in the Scope of Development (Attachment No. 3) with the exception of those curb, gutter and street improvements fronting the Worthy Parcel. Agency payment toward the Worthy Parcel shall not include sewer, utility, storm drain, traffic impact, or fees associated with the street improvements. The Agency shall either initiate the construction of the Block 104 offsite improvements as described in the Scope of Development (Attachment No. 3) within thirty (30) days of issuance of the first building permit for Block 104 or shall reimburse the Block 104 Developer after review and written approval by Public Works Director of City of: (i) three bids, (1i) all contracts, (iii) detailed invoices, and (iv) proof of lien releases from subcontractors for those verified costs. Block 104 Developer shall be responsible for construction and payment of all onsite improvements to Block 104. Agency shall provide utility hook-up to each parcel of Block 104. Agency shall provide costs for construction work necessary for any on -site publicly owned right-of-ways. 10. Relocation. Contingent upon the close of escrow in Section 203 below, to the Block 205 Developer and after deducting payments and costs incurred to relocate nonowner existing tenants ("Nonowner Relocation Cost"), Agency shall pay towards relocation expenses, of the Block 104 Developer Partners (the "Owner Relocation Amount") that amount which is the difference between the Nonowner Relocation Costs and a maximum total amount of Six Hundred Thirty Thousand Dollars ($630,000). In the event that the Block 104 Developer wishes the Agency to begin the relocation of tenants prior to the close of escrow then a deposit of Two Hundred Fifty Thousand -Dollars ($250,000) must be paid to Agency thirty (30) days in advance of beginning relocation efforts. In any event the Block 104 Developer shall give the Agency thirty (30) days' notice to start the relocation process and a period of sir_ (6) months prior to issuance of building permits OS/13/93 �Ik 6449u/2460/009 "16- and after the thirty (30) days' notice to complete the relocation of nonowner tenants. The six (6) month time period may be extended in the event of any litigation concerning a relocation issue.. The Nonowner Relocation Cost shall be deducted from the Six Hundred and Thirty Thousand Dollars ($630,000) prior to payments to Block 104 Developer Partners of -any of the owner Relocation Amount. The Owner Relocation Amount shall in no event be distributed priorito close of°escrow on the Block 105 transfer from Agency to Block 105 Developer. After close of escrow it shall be distributed according to the following schedule: one-third (1/3) upon pulling Block 104 demolition permit for each parcel; one-third (1/3 ) upon obtaining f raming check off approval by building official; and the final one-third (1/3) upon issuance of certificate of occupancy. Amounts to be distributed shall be based on the following proportion to Owner Relocation Amount: Alfonso: 5.29,,,'; Bagstad: 47.301; Cracchiolo: 11.40%; Draper: 5.20'. Mase: 5.21;;.Mulligan: 25.81. Any additional amounts shall be paid by Developers. The Block 104 Developer agrees to indemnify, defend and hold harmless Agency and City from•any claims for relocation, goodwill, loss of business profits or other damages brought by existing tenants or owners and arising out of or relating to the implementation of this Agreement. 11. Block 105 Develo oment Fees. For a period of ten months after final approval by Coastal Commission of the revised Downtown Specific Plan and contingent upon the close of escrow in Section 203 herein, Agency shall pay to the City the difference between City development fee amounts applicable to the Block 105 Project as of the date of execution of this Agreement and any increases in said fees up to a maximum amount of Two Hundred Thousand Dollars ($200,000). Said fees shall- include, but not - be limited to, - traffic impact fees. Said fees do not include fees imposed by other public entities such as school impact fees and sewer fee_. After the expiration of the ten month period, the Block 105 Developer is responsible for the full cost of such fees. - . 12. Deed of Trust. A Deed of Trust substantially in.the form of Attachment No. - 7 shall be executed for recordation on Block 105 Parcels securing the Block 105 Developer's performance under this Agreement in an amount equal to the Agen.cf's total costs incurred for Block 205 under this Rgreement and payment of the "Equity Share Amount." 1� 05/13:'93 6449u.'2460 /009 -17- 13. Equity Share Terms. The Block 105 Developer and Agency agree that a portion of the Purchase Price for the Agency Parcels shall be determined at the time of sale of the individual residential units on Block 105 as provided in the Equity Participation Procedure (Attachment No. 12). 14. Affordable Housing. Agency shall provide replacement housing units as required by law and shall assure that a minimum of twelve (12) units of affordable housing are provided consistent with Community Redevelopment law. Agency shall have the right to designate twelve units as affordable to low and moderate use pursuant to the guidelines of the City's requirement. Such designation shall not effect the market price of the unit to the Developer as the Agency's low to moderate housing funds shall be utilized to make the unit affordable to the designated eligible family or individual. 15. Permanent_ Financing Assistance. Agency agrees to. provide the Property owners financing assistance in the event a particular Property Owner is unable to secure permanent fifteen -year fully amortized. financing commitment at eight percent (8%) or less per annum with fees of three points or less. The Agency shall provide up to the present value calculated to provide a gap payment of such amount needed to bring the loan down to eight percent (801) but in no event greater than two percent (2*,;) interest. For example, a ten percent (100%1) fifteen -year loan with three ` points would be paid down to eight percent (8;0) but a twelve percent (12%) fifteen -yea: loan would be paid down to ten percent (10%). A seven percent (7;;) fifteen -year loan at three points Would receive no assistance. A schedule of the individual Property Owners loan amounts entitled is attached hereto as Attachment No. 13 incorporated herein by this reference. Agency shall have the right to deal directly with the Property Owners' lender to negotiate and arrange the financing assizzance package. 16. Agency Assistance Advance. Within thirty (30) days of the execution of this Agreement, Agency shall advance an amount equal to One Hundred Eighty Thousand Dollars ($180,000) (the "Advance Assistance") plus the return of the Twenty Thousand Dollars (520,000) deposit to the Block 105 Developer to be used to assist in predevelopment costs incurred by the Block 105 Developer. Prior to any payment of Advance Assistance, the Block 105 Developer shall provide Agency staff with documentation zo their reasonable 05/13/93 �3 6449u/2460/009 -18- satisfaction verifying said predevelopment costs and . evidencing that the costs were incurred during the period -from July 15, 1991 to November 16, 1992. Only costs accepted by staff as verified which occurred o during that time period shall be paid even if the o '''' amount of verified costs is less than One Hundred and Eighty Thousand ($180,000). The Advance Assistance N shall be repaid to the Agency by the Block 105 M Developer either out of the loan proceeds to finance construction of Block 105 concurrently with the purchase by the Block 105 Developer of the Block 105 .,� Agency Parcels or in the event of a Block 105 Developer termination, under the _fins-moincV _enytr then Coultrup.and his successors in interest shall be solely responsible for repayment of the -Advance Assistance. Birtcher shall have no liability or responsibility for the return of the Advance Assistance in the event of said. termination. Notwithstanding anything to the contrary set forth in this Agreement, the Agency shall have no obligation to transfer the=Agency Parcels or to provide and pay any amounts of Agency Assistance (with the exception of the Advance Assistance as provided in subparagraph 18 above) as hereinabove set forth -unless all of the "Agency's Conditions Precedent to the Conveyance" (as hereafter defined in Section 210 of this Agreement) have been satisfied or waived by Agency in its sole and absolute-discretion..- C. 152031 . Escrow The Agency agrees to open an escrow (the "Escrow") with a mutually agreeable escrow company (the "Escrow Agent"), by the time -established therefor in the Schedule of Performance (Attachment No. 4j. The Escrow Agent shall accomplish the recordation of the Agency Parcels Grant Deed, -which is attached hereto as attachment No. 6 and incorporated herein by this reference, the Deed of Trust, which is attached hereto as Attachment No. 7 and incorporated herein by this reference, and the Covenants, which is attached hereto as Attachment No. 9 and incorporated herein by this reference, all -as more particularly set forth herein. This Agreement constitutes the joint basic escrow instructions of -the Agency and the Block 105 Developer for the conveyance of the -Agency Parcels and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Agency and the Block 105 Developer shall provide such additional escrow instructions as shall'be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the r 05; 13; 93 • 6449u;2460i009 -?g_ provisions of this Section 203, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. Upon delivery of the Agency Parcels Grant Deed Attachment No. 6) to the Escrow Agent by the Agency and the eed of Trust {Attachment No. 7) and the Covenants (Attachment No. a) by the Block 105 Developer pursuant to Section 205 of this Agreement, the Escrow Agent shall record such deeds when title can by vested respectively in the Block 105 Developer and the Agency in accordance with the terms and provisions of this Agreement. The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Agency Parcels or any parcel are not to be transferred. The Block 105 Developer and the Agency shall pay in escrow to the Escrow Agent all fees, charges and costs as those costs are customarily paid by a buyer and seller of property as to their respective roles with theAgencyParcels, the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel promptly after the Escrow Agent has notified the Block 105 Developer and the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the Escrow, including, without limitation, the following: 1. Costs necessary to place title to the Agency Parcels, the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel in the condition for conveyance pursuant to Section 205 of this Agreement; 2. The escrow fee; 3. Cost of drawing the deeds; Y. Recording fees; 5. Notary fees; 6. Any State, County or Citf documentary stamps; 7. Anv transfer tax; S. The -premium for title insurance as set forth in Section 207 of this Agreement; and Under verification that all conditions precedent under Section 210 of this Agreement have been satisfied or waived by the appropriate party or parties, the Escrow Agent is authorized to: 05/13/43 6449u/2460/009 -20- 1. Pay, and Charge the Block 105 Developer and the Agency for any fees, charges and costs payable. under this Section 203 of this Agreement. Before such payments orchargesare made, the Escrow Agent shall notify the Block 105 Developer and the Agency of the fees, charges and costs necessary to clear title and close the Escrow. 2. Deliver the deeds and other.documents to the parties entitled thereto -when the conditions of this Escrow have' been fulfilled by the Agency and the Block-105 Developer. 3. Record the Deeds of Trust (Attachment No. 7) securing the Block 105 Developer's performance obligations required pursuant to this Agreement, and any other instruments delivered through this Escrow, if necessary or proper, to comply with the terms and conditions of - this Agreement and vest title in the Block 105 Developer in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest earning general escrow account or accounts with any state or national bank doing business -in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of-the•Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close on or before the time for convevance established in the Schedule of Performance (Attachment No..4) of this Agreement, -either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which -event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Agency Parcels until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. 05/13/93 �� 6449u/2460/009 -21- The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Block 105 Developer or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these Escrow instructions shall be in writing and signed by both the Agency and the Block 105 Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Block 105 Developer shall be directed to the: addresses and in the manner established in Section 501 of this Agreement for notices, demands and communications between the Agency and the Block 105 Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 202 to 210, both inclusive, of this Agreement. D. 152041 Convevance of Title Subject to any extensions of time mutually agreed upon between the Agency and the Block 105 Developer, conveyance of title to the Block 105 Agency Parcels, Sarabere-Wood-Good.Tan Parcels and the Cracchiolo Parcel shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 4). Said Schedule of Performance (Attach.ment No. 4) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Executive Director of the Agency. Notwithstanding the above in the e:•ent the conveyance of title has not taken place within three (3) years of the execution of this Agreement then the Agreement shall be automatically terminated. E. 1§2051 Condition of Title for the Convevance • The Agency shall convey title to the Block 105 Agency Parcels, the Sarabere=Wood-Goodman Parcels, the Cracchiolo Parcel and the Alley free and clear of encumbrances except the dedications shown on the Site Map (Attachment No. 1) and otherwise as may hereafter be expressly approved by the Block 105 Developer in its reasonable discretion in light of the proposed use of the property and lender requirements. F. 15206) Titre for and Place of Delivery of Documents Subject to any mutually agreed upon extension of time, the Agency Parcels Grant Deed (Attachment No. 6), the Deed of Trust ('Attachment No. 7) and the Covenants (Attachment No. 9), 05/13 /93 6444u/2460/009 -22- 1� 1 shall be executed, acknowledged, and delivered to the Escrow Agent on or before the date established for the date for the Conveyance pursuant.to the Schedule of Performance.(Attachment No. 4). G. 1§207jj Title Insurance for the Conveyance Concurrently with recordation of the Grant Deeds (Attachment Nos. 5 and 6),.the Title Company shall provide and deliver to Block 105 Developer, at Agency's sole cost and expense, standard coverage ALTA (CLTA) title insurance policies issued by the Title Company insuring that the title to the Site is vested in Block 105'Developer iri the condition required by Section 205 of this Agreement. The Title Company shall provide the -Agency with duplicate policies. The policies shall be in' the amount of the Purchase Price. All additional costs - incurred for or related to such title insurance shall be borne solely by the, Block 105 Developer, including, but not limited to, coverage-io excess of the Purchase Price for each parcel, additional endorsements, or an ALrTA extended coverage policy. H. (§208] Tares and Assessments Ad valorem taxes and assessments, if any, on the Block 105 Agency Parcels, the Sarabere-Woad-Goodman Parcels -and the Cracchiolo Parcel levied, assessed or imposed for Any period commencing prior to conveyance of title to the B1ock'105 Developershall be borne by the Agency. I. (§2091 Enviromental Matters 1. Definitions For the purposes of this Section 209, the following terms shall have the meanings herein specified: (a) The tern "Hazardous Materials" Shall mean (i) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S..C.-Section 9601-et sea.), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code . Sections 25300 et sec ), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos; (iv) polychlorinated bipheny.s; (v) petroleum, oil, gasoline (refined and unrefined) and their respective by-products and constituents; and (vi)-any other substance, whether -in the form of a solid, liquid, gas or any other form whatsoever, which by any "Governmental Requirements" (as defined in Subparagraph (c) of Paragraph 1 of this Section 209) either requires special 05/ 13, 93 60/009 ! l/ 6Y49u/2=-23- handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as "hazardous" or harmful to the environment. (b) The term "Hazardous Materials Contamination" shall mean the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Site by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the date of this Agreement) emanating from the Site. (c) The term "Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Site is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the Agency, the Developer or the Site. �. Environmental Site Evaluation As soon as possible Z'ollowirig the execution of this Agreement, each of the Developers and Agency shall cause the investigation of the environ•nental condition of their respective portions of the Site, at their respective cost and expense. Such investigation shall include such activities as th= environmental consultant or expert retained to perform such investigation (the "Environmental Consultant") deems necessary or appropriate to determine the environ.:nental condition of the Site, but in any case, including preparation of at least a Phase I report for the Site. If either of the Developers determine that testing beyond Phase I is necessary, such testing shall be the requesting Developer's expense. All parties shall deliver to each other a copy of all reports and test results. The Block 104 Developer and Agency shall each bear any remedial cost associated with hazardous material contamination of or caused by as certified and proof provided by an Engineers report acceptable to both parties of their respective parcels (the "Cleanup Costs"), which shall not exceed Two Hundred Thousand Dollars (S:00,000) for the Agency and One Hundred and Twenty -Five Thousand ($125,000) as follows: Sixty Thousand Dollars ($60,000) for the Block 104 Developer; and Sixty -Five Thousand Dollars (S65,000) from Coultrup Companies (the "Maximu:i Cleanup Costs"). Each property owner on Block 102' shall be required to contribute up to Ten Thousands Dollars ($10,000) per parcel. This contribution is made first to cover contamination clean up on 05,'13; 03 �v 1 6419u,' 460/009 -24- f� their individual property and second to cover contamination clean up on another property owner's property who is a party to this Agreement. Each property owner shall contribute an equal amount:up to -Ten Thousand Dollars ($10,000) per parcel except for Frank Alfonso who will only contribute towards his own parcel. For the Agency, the Maximum Cleanup Cost shall be comprised of an iritial'One Hundred Thousand Dollar ($100,000) amount (the "Nonrecoverable Amount") and a One Hundred Thousand Dollar ($100,000) amount (the "Recoverable Amount"). rf the Agency expends funds of the Recoverable Amount, said funds shall be reimbursed from gross profits of the Block 105 portion of the Project prior to calculations of net profits pursuant to Section 201 herein. The Agency shall pay any necessary Cleanup Costs for the Sarrabere-Wood-Good.:ian Parcels as a separate obligation from the Maximum Cleanup Costs up to an amount equal to One Hundred Thousand Dollars ($100,000). In the event that the cleanup costs on Sarrabere-Wood-Goodman Parcels exceed the One Hundred Thousand Dollar ($100,000) cap and are not offset ch the condemnation evaluation of fair market value or the negotiated purchase price, said additional amount shall count toward the Agency's Nonrecoverable, Recoverable and Maximum Cleanup Costs. 3. Right of Termination for Contamination Each of the Developers and the Agency shall each have the right to terminate this Agreement if the Cleanup Costs for their respective parcels are expected to exceed the Maximum Cleanup Cost of Two Hundred Thousand Dollars ($200,000) for Agency or One Hundred and Twenty -Five Thousand Dollars (Si25,000) for the Block 104 Developer. -The determination of the"Cleanup Cost shall be made by a specialist in the area of contamination evaluations and documented by a written report subiect to review by the expert retained by the non -terminating party. In the event of a dispute, a third expert shall be E retained jointly to review the analysis and make a final determination as to probable cost which determination shall be binding in all parties for purposes of this paragraph. Each of the Developers shall have the option to elect to pay Agency Cleanup Costs in excess of Two Hundred Thousand Dollars ($2'00,000). Agency shall have the right to pay Developers Clean Up Costs in excess of One Hundred and Twenty Five Thousand ($ 125,000). Termination of the Agreement pursuant to this provision (if after the conveyance of title) shall require the reconveyance of all of the Block 105 property to the Agency and a repayment of the -Purchase Price to the Developer. In the event of termination under this Section, the Block lb5 Developer shall retain the Advance Assistance but in no event shall any of the parties owe' any other a claim for reirrb=sement or loss arising out of or relating to this Agreement. 05/13/93 30 6449u/2460/009 -25- 4. Obligation of the Developers to Remedia_te the Site Subject to the right of termination in Paragraph 3 above, after transfer of title pursuant to Section 204 and notwithstanding the obligation of each of the Developers to indemnify Agency pursuant to Paragraph 4 of this Section 209 with respect to that portion of the Site which they are responsible for developing or any other obligations.of the Developers pursuant to •phis Agreement, each of the Developers shall respective to their portion of the Site, at its sole cost and expense, promptly take (i) all actions required by any federal, state or local governmental agency or political subdivision or any Governmental Requirements with respect to Block 105 for the Block 105 Developer and Block 104 for the Block 104 Developer, and (ii) all actions necessary to make full economic use of their respective portions of the Site for the purposes described in this Agreement, which actions, requirements or necessity arise from the presence upon, about or beneat►.h the Site of any Hazardous Materials or Hazardous Materials Contamination regardless of when such Hazardous Materials or Hazardous Materials Contamination were introduced to the Site and regardless of who is responsible for introducing such Hazardous Materials or Hazardous Materials Contamination to the Site (the "Site Remediation"). The Site Remediation shall include, but not be limited to, investigation of the environmental condition of the Site, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work required. The Developer shall take all actions necessary to promptly restore the Site to an environmentally sound condition for uses contemplated by this Agreement, notwithstanding any lesser standard of remediation allowable under applicable Governmental Requirements. Notwithstanding the above, in the event that the Agency has not already paid the Maximum Cleanup Costs prior to transfer of title pursuant to subparagraph 2 above, and in the event that additional contamination is discovered after the transfer that is attributable to the Agency Parcels or the Sarranere-Flood-Goodman Parcels, then the Agency shall contribute any remaining funds up to the Mari mura Cleanup Costs pursuant to the same terms and conditions set out in subparagraph 2 above. 5. Indemnification. Except as provided for termination in paragraph 3 above, after transfer of title pursuant to Section 204, each of the Developers with respect to that portion of the Site for which it is responsible, shall save, protect, defend, indemnify and hold harmless Agency from and against any and:all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, -fines and monetary sanctions), losses, costs or expenses (including, 05 /13/93 6449u/2460/009 -26- without limitation, consultants' fees, investigation an: laboratory fees, reasonable attorneys' fees and remedial and response coszsy tzne v referred to as "Liabil, incurred or suffered b- connection with or ari or indirect result of the Site, (ii) any act their agents, employee presence on or under, spillage, discharge, e Hazardous Materials or (iv) the environmental Liabilities incurred u relating to Hazardous )recgoing are cv.Liectiveiy ,ties") which may now or in the future be ► Agency by reason of, resulting.from, in ling in any manner whatsoever as a direct ;i) the ownership.of all or any part of or omission on the part of Developer, or s, contractors or invitees, (iiif the )r the escape, seepage, leakage, fission or release from the Site of any Hazardous Materials Contamination, condition of the Site, and (v) any ides any Governmental Requirements 9aterials. 6.- Duty to Prevent Hazardous Material Contamination. Each of the Developers with respect to that portion of the Site for which it is responsible shall take.all necessary precautions to prevent the release of any Hazardous Materials into the environment. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, each of the Developers shall install and utilize such equipment and implement and adhere to such procedures as are consistent with the highest standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials. 7. Environmental Inquiries. Each of the Developers, with respect to that portion of the Site for which it is responsible, shall notify the Agency, and provide to the Agency a copy or copies, of the following environmental permits, disclosures, applications, entitlements or -inquiries relating to the Site: Notices of violation, notices to comply, citations, inquiries, cleanup or abatement orders, cease and desist orders, reports filed pursuant to self -reporting requirements and reports filed or applications made -pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Developer shall report to the Agency, as soon as'possible after each incident, any unusual, potentially important incidents, including but not limited to, the following: (a) All recuired'reports of -releases of Hazardous Materials, including notices of any release of Hazardous Materials as required by any Governmental Requirement; (b) All.fires; / 05/13/93 6449u/2460/009 -2�- (c) All instances where asbestos has been or may be disturbed by repair work, tenant improvements or other activities in buildings containing asbestos; (d) All notices of suspension of any permits; (e) All notices of violation from Federal, State or local environmental authorities; (f) All orders under the State Hazardous Waste Control Act .and the State Hazardous Substance Account Act and corresponding federal statutes, concerning investigation, compliance schedules, clean up, or other remedial actions; (g) All orders under the Porter -Cologne Act, including corrective action orders, cease and desist orders, and clean-up and abatement orders; (h) Any notices of violation from OSHA or Cal-OSiih concerning employees' exposure to Hazardous Materials; (i) All complaints and other pleadings filed against the Developer and/or the Agency relating to the Developer's storage, use, transportation, handling or disposal of Hazardous Materials on the Site. In the event of a release of any Hazardous Materials into the environment, the Developer of that portion of the Site affected, shall, as soon as possible after the release, furnish to the Agency a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request of the Agency, the Developer of that portion of the Site affected, shall furnish to the Agency a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Site including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential. J. [§210) Conditions Precedent to the Conveyance, Termination, Reimbursement 1. Notwithstanding any other provision of this Agreement to the contrary, Agency's obligation to convey the Agency Parcels to the block 105 Developer and the close of escrow shall, in addition to any other conditions set forth herein in favor of Agency, be conditional and contingent upon the satisfaction or waiver by Agency in its sole and absolute discretion, of each and all of the following ccrditions (collectively, the "Agency's Conditions Precedent to the Conveyance"): 05/13 /93 64.9u/2460/009 -28- (i) Each of the Developers shall have obtained all of the development and building approvals required to Initiate development of their respective portion of the Site in accordance with this Agreement; including, but not limited to, tentative tract maps, conditional use permits, and grading permits; - (ii) _ Each of the Developers shall.have provided the evidence of financing required in Section 202 of.the Agreement acceptable to Agency; (iii) Each of the Developers, for their respective portion of the Site, shall have deposited into escrow all. of the documents, fees, charges, costs, and items required to be deposited therein by -Developer pursuant to this Agreement; (iv) Each of the Developers shall have submitted to Agency's Executive Director evidence of liability insurance required pursuant to Section 308 of this Agreement; and I(v) The estimated Cleanup Costs for the Agency Parcels shall not exceed the Maximum Cleanup Cost established in Section 202 of this Agreement; (vi)-. The Developers shall not be in material default of this Agreement; (vii) . Each of the Developers, for their respective portion of the Site, shall -submit to Agency a - contract for construction of the Project And a guaranty acceptable to the project lender or completion bond acceptable to the Agency's Executive Director; (viii) Agency shall have completed acquisition and/or possession of the Sarrabere-Wood-Coodman.Parcels and the Cracchiolo Parcel. _ (ix) Each of the Developers and the'Agency are satisfied with the conditional use permit conditions as required by the City. (x) City shall have obtained approval by the Coastal Cosrmission of the revised Downtown Specific Plan which allows the parking for Block 104 to be met by the onsite ground Level parking as shorn on Plan CUP No.- 92--17. (xi) The 'Agency shall determine, in their sole. and absolute discretion, within thirty (30) days of the approval of the Downtown Specific Plan by the 05/13/93 5A 5449u/2460/009 -29- Coastal Commission, that the Agency has sufficient funds available to complete all of its obligations under this Agreement. Xn the event any of the Agency's Conditions Precedent to the Conveyance are not satisfied or waived by Agency within the time periods provided herein and, with respect to any claimed default by either or both of the Developers hereunder and the applicable Developer has not cured said default within thirty (30) days after written notice from Agency, Agency may, at its option, terminate this Agreement. -and any escrow opened hereunder. In the event of such a termination, neither party shall have any further rights or obligations to the other under this Agreement with respect to the Site; provided, however, that nothing in this Section 210 is intended to limit or restrict Agency's rights under Article VI herein in the event of a termination due to an uncured default by Developer. In the event the Agency exercises its right to terminate based on failure to obtain Coastal Commission approval in subparagraph (x) above, then the Block 105 Developer shall be entitled to reimbursement costs in the amount of One Hundred and Fifty Thousand Dollars ($150,000) in addition to retention of the Advance Assistance amount pursuant to section 202(15). Prior to any payment of the One Hundred end Fifty Thousand Dollars ($150,000), Developer shall provide Agency staff With documentation to their reasonable satisfaction verifying said predevelopment costs evidencing tht the costs were incurred during the period July 15, 1991 and November 16, 1992. Only costs accepted by staff as verified which occured during that time period shall be paid even if the amount is less than One Hundred and Fifty Thousand Dollars ($150,000). In the event Agency exercises its right to terminate based on inability to deliver possession of Sarabere-wood-Goodman Parcels or the Cracchiolo Parcel, Developer shall retain the Advance Assistance but shall not be entitled to additional reimbursement. 2. Notwithstanding any other provisions of this Agreement to the contrary, the Block 105 Developer's right and obligation to accept conveyance of the Agency Parcels from Agency, and the close of escrow shall, in addition to any other conditions set forth herein in favor of the Developers, be conditional and contingent upon the timely satisfaction, or waiver by each of the Developers in their sole and absolute discretion, of each and all of the following conditions applicable to their respective portions of the property (collectively, the "Developers' Conditions Precedent to the Conveyance"): G) The Agency shall have acquired all of the individual parcels and property interests comprising the Sarrabere-Wood-Goodman Parcels or the Cracchiolo Parcel (or the Agency shall have obtained an Order of Prejudgment Possession for any of such parcels or property interests for which fee 05/13/93 6449u/2460/009 -30- r sp N Coastal Commission, that available to complete all Agreement. the Agency has sufficient funds of its obligations undo In the event ani, of the Agency's Conditi to the C veyance are not satisfied or waived by ! the time riods provided herein and, with respect claimed de ult by either or both of the Developei and the appl'cable Developer has not cured said di thirty (30) ys after written notice from Agency' S , at its option, terminate this Agreement and any a Brow opened hereunder. In a event of such a termination, either party shall have any f ther rights or obligations t the other under this Agreement wi respect to the Site; prov ded, however, that nothing in thi Section 210 is intend�eerein to limit or restrict Agency'-- ri is under Article VI in the event of a termination due an uncured defau by Developer. In the event the Agency a �reises its rig to terminate based on failure to obtain Coasta Commission approval in subparagraph (x) above, then the Bloc 105 Developer shall be entitled to reimbursement costs in the amount of One Hundred and Fifty Thousand Dollars ($150,000) in ad�tion to retention of the Advance Assistance amount nu, ua to Section 202(15). Prior to any payment of the One Hun d and Fifty Thousand Dollars ($150,000), Developer shall pr \edwh ency staff with documentation to their reaso bsfaction verifying said predevelopment cosen nge costs were incurred during the period y 1, 1May 15; 1993. Only costs accepted by veriich occured during that time period small even amount is less than One Hundred and Fifty �/hd Doll�50,000). In the event Agency exercises it to terminate based on inability to deliver possessionabere-Wood-Goo an Parcels or the Cracchiolo Parcel,per shall retain the Advance Assistance but shabe entitled to ad itional , reimbursement. 2. No ithstanding any other provi ions of this Agreement to th contrary, the Block 105 Devel per's obligation to accept cony ante of the Agency Parcels fro Agency, and the close of escr shall, in addition to any other onditions set forth herein n favor of the Developers, be con( on and contingent u on the timely satisfaction, or waive\bech of the Develop rs in their sole and absolute discreteach and all of the following conditions (collectively"Develope s' Conditions Precedent to the Conveyan(i) The Agency shall have acquirof the ind 'uual parcels and property interests comprising the Sarrabere-Wood-Goodman Parcels or the Cracchiolo Parcel ( r the Agency shall have obtained an Order of Prejudgment Possess on for any .of such parcels or property interests for which =fee 05/13r°3 6439u,'4;460/009 -30- title has not yet been obtained, with such Order meeting the requirements of Section 201 of this Agreement); (ii) The City shall have approved the vacation of the Alley on the Site which is to be vacated consistent with the Scope of Development (Attachment No. 3); - (iii) Agency shall have timely deposited the Agency Parcel(s) Crant Deed (Attachment No. 6) into Escrow in the manner and condition and by the date provided in this Agreement; (iv) The Title Company shall have committed to issuing to.Block 105 Developer a title insurance policy to Agency Parcels and Sarrabere-Wood-Goodman Parcels complying with the requirements set forth in Section 207 herein; (v) Agency shall have -deposited into escrow all of the documents, fees, -charges, costs and items required to be deposited therein by Agency pursuant to this Agreement; (vi) Agency shall not be in material default of .its obligations under this Agreement. (vii) - Each of the Developers and Agency are satisfied With the conditional use permit conditions as required by the City and -in the event of an appeal to the Coastal Commission, the Coastal Commission has approved the conditional use permit conditions. (viii) - Each of the Developers shall have obtained debt and/or equity financing as it deems necessary in its sole and absolute discretion for the development of their respective portions of the contemplated Project and all associated on and off size improvements. Such approvals shall include, without limitation, the specific approval and authorization_ from the Board of Directors of Birtcher Real Estate Limited. (ix) Each of the Developers shall have obtained all necessary discretionary permits approvals for the development of their respective portions of.the Site and such permits and approvals shall be unmodified and in full force and effect at Closing. Such permits and approvals shall include all governmental approvals necessary for the issuance of building permits for the Project as designed, including, without limitation, tentative subdivision map approvals and conditional use permits. - (x) - - Each of the Developers shall have determined in their sole and absolute discretion that their respective portions of the Project are financially feasible. 05/13/93 6449u/2460/009 -31- In the event any of the Developers' Conditions Precedent to the Conveyance are not satisfied or waived by Developer within the time periods provided herein and, with respect to any claimed default by Agency hereunder, Agency has not cured said default within thirty (30) days after written notice from Developer, Developer may, at its option, terminate this Agreement and any escrow opened hereunder. In the event of such termination by Developer, neither party shall have any further rights or liabilities to the other under this Agreement with respect to the Site. Notwithstanding the above, in the event of Developer termination due to failure of Agency to obtain possession of the Sarabere-Wood-Goodman Parcels and the Cracchiolo Parcel, the Block 105 Developer shall be entitled to retention of the Advance Assistance amount. Y.. ( §?11 j Land Use Entitlements Each of the Developers as to the Developer Parcels and Agency as to the Agency Parcels shall be responsible and shall cooperate and assist in making appropriate application to the City of Huntington Beach to satisfy all provisions'of the California Subdivision Map Act (Government Code Section 66410, et spec.) and local enactments pursuant thereto as well as any other land use entitlements including, but not limited to, coastal detielopnent permit, conditional use permit and tentative and final tract map, that are applicable with respect to the development of their respective portions of the Site. The Agency shall cooperate with and support any Bloc} 104 Developer partner's application for liquor license. III. [63001 DEVELOPMENT OF THE SITE h. ,(53011 Develooment of the Site 1. 1§3021 Scoop of Develoament Each of the Developers shall commence and complete construction of the improvements to be constructed by the respective Developer (the "Developer Improvements") according to the Scope of Development (attachment No. 3) and consistent with approved entitlements and by the respective times established therefor in the Schedule of Performance (At'achment No. 4). The working drawings for the Developer Improvements shall include any plans.ard specifications approved by the City andror Agency, and shall incorporate or show compliance with all applicable conditions and envirorLmental mitigation measures. 05/ 13/g3 64 _9u/ 2460/009 -32- 2. 113031 Site Plan By the respective times set forth therefor in the Schedule of Performance (Attachment No. 4), each of the Developers shall -prepare and submit to the Agency for its. approval Preliminary Design Drawings for their respective portions of the Project and site plan and related documents containing the overall plan for development of the Site in sufficient detail to enable the Agency to evaluate the proposal for conformity to the requirements of this Agreement. The Site shall be developed as established in this Agreement and such documents, except as changes may be mutually agreed upon between -each of the Developers and the Agency. 3. 1§3041 Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (Attachment No. 4), each of the Developers shall prepare and submit to the City and the Agency for written approval construction drawings, parking plan, a.landscape plan, and related documents -for development of the respective portions of the Site.. 4.- I§305) Cost of Construction The cost of developing the Block 105 Site and constructing all improvements thereon shall be borne by'the Block 105 Developer and the cost ofdeveloping the Block 104 portion of the Site and constructing all improvements thereon shall be borne by the Block 104 Developer, with the exception of those costs to be borne by the Agency pursuant to this Agreement. - - S. [§306) Construction Schedule Each of the Developers shall promptly begin and thereafter diligently prosecute to completion the construction and the development of their respective portions of the Site within the times specified therefor in the Schedule of Performance (Attachment No.-4). 6. 153071 Ant; -Discrimination During Construction Each of the Developers, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, it will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry. 05/13/93 '?j 6449u/2460/009 -33- kh . I 7. 1§3081 Bodily Injury and Property Damage Insurance Each of the Developers shall with respect to that portion of the Project for which it has responsibility, defend, assume all responsibility for and hold the Agency, its officers and employees, harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the respective Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. Prior to the commencement of construction,.each of the Developers shall take out and shall maintain in effect during the entire course of construction a comprehensive liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit policy (part of which coverage may be provided by urbrella policies), including contractual liability, as shall protect each of the Developers, City and Agency from claims for such damages. Each of the Developers shall furnish a certificate of insurance in form reasonably acceptable to the Agency countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. Each countersigned certificate shall name the City and the Agency and their respective officers, agents, and employees as additional insureds under the policy. Each certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by each of the Developers shall be primary insurance and not contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be furnished by each of the Developers prior to the Agency Convevance. Each of the Developers shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor wit.h whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. 05/13/93 -51 6449u/2460/009 -34- �.d- The obligations set forth in this Section 308 shall remain in effect for each Developer until a Certificate of Completion has-been furnished for all of the Developer Improvements which are the responsibility for each Developer as hereafter provided in Section 309 of this Agreement. B. 193091 Certificate'of Completion - Promptly after the completion of all of the Developer Improvements by the applicable Developer in substantial conformity with this Agreement'(as determined by the Executive Director of the Agency) and upon the written request of such Developer, the Agency shall furnish the requesting Developer with a Certificate of Completion (Attachment No. 8), which evidences and determines the satisfactory completion of such construction and carries forward those provisions and covenants specified in this Agreement, the Redevelopment Plan and the California Community Redevelopment Law. The issuance and recordation of the Certificate of Completion (Attachment No. 8) with respect to the applicable Developer Improvements shall not supersede, cancel, amend or limit the continued efficacy of any obligations relating to the maintenance of the Site, use restrictions, payment of monies, or any other obligations except for the obligation to complete construction of the Developer.Improvements as of the time of the issuance of such certificate. If the Agency refuses or fails to furnish a Certificate of Completion (Attachment No. 8) with respect to either Block 104 or B1ock.105 after written request from -the respective Developer, the Agency shall, within forty-five (45) days of the written request, provide the applicable Developer with a written statement of the reasons the Agency refused.or failed to furnish such Certificate of -Completion. Upon approval by the Executive Director, partial certificates of completion in substantially the form of "Attachment 8A" may be available at the reasonable discretion of the Executive Director. Upon issuance of a Certificate of Completion (Attachment No. 8) for,the Developer Improvements, construction of such Developei Improvements shall be deemed to have been' completed in conformity with this Agreement. The Certificate of Completion (Attachment No. 8) is not a notice of completion as referred to in Section 3093 of the California Civil Code. C. 1§3101 No Encumbrances Except Mortgages and Deeds of Trust Prior to the Agency's issuance of the final Certificate of Completion for all of the Developer Improvements 05:'13/93 6449u/2450/009 -35- pursuant to Section 309 a"bove,:neither of the Developers shall encumber the Site or any portion thereof with any mortgage, deed of trust, or other conveyance for financing purposes without obtaining the Agency's prior written approval. This Section 310 shall not apply and,shall have no further force or effect after the issuance of a Certificate of Completion or Partial Certificate of Completion with respect to the portion of the Site for which a Certificate or Partial Certificate has been issued. The Agency shall not unreasonably withhold, delay, or condition approval of any conveyance for financing if the following conditions and requirements are met: I. The conveyance for financing is to a responsible institutional lender with the capability of funding the loan in accordance with its terms; and 2. The proceeds of the loan are committed to the development of the Site (including without limitation all direct and indirect costs of the development, as well as site preparation, direct construction costs, title charges, leasing and sales commissions, interest expense and other financing costs, architectural, engineering, legal, and similar expenses, tenant improvements or tenant improvement allowances for tenants in the Commercial Portion of the Site, and the like), and/or the refinancing of any such loan (provided that the unpaid principal balance of any existing loan is not increased by virtue of any such refinancing). 3. Agency agrees to subordinate its Deed of Trust (Attachment No. 7) to financing approved pursuant to this .. Section 310 for Block 105 to an amount equal to the actual Development Cost of the project as defined in the'Equity Participation Share (Attach:ment'No. 12) less the Developer's equity of fifteen percent (15%) of the Development Cost. h. Documencary substantiation of the estimates utilized to satisfy paragraphs 2 and 3 above are supplied to the Agency. Subject to the provisions of Section 310 of this Agreement, the Block 105 Developer shall be entitled to record the mortgage or deed of trust securing any such approved financing prior to recordation of the Deed of Trust (Attachment No. 7) which secures the Purchase Price for the Agency Parcels. In addition,,the Agency agrees to execute any document or documents that maws be reasonably requested by the Developer to subordinate the Agency's Deed of Trust (Attachment No. 7) to any additional financing or refinancing meeting the same requirements set forth above for the original loan. 05 /13/93 Ak 64:9u,'2460/009 -36- D. 1§3111 Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the Agency Deed covering the Agency Parcel or, if applicable, the Sarrabere-Wood-Goodman Parcel and the Cracchiolo Parcel conveyed -by the Agency to the Block 105 Developer be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. E.-153121 Notice of Default to Mortgagee or_Deed _of Trust Holders; Right �to Cure With respect to any mortgage or deed of -trust granted by either of the Developers as provided herein, whenever the Agency.shall deliver any notice or demand to a Developer with respect to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy or commence to -cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Commencement of foreclosure or power of sale proceedings under any mortgage or deed of trust coupled with written notice of such holder's intention to cure Developer's default shall be deemed to be commencement of cure. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to.conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations to the Agency by written asz .ption agreement reasonably satisfactory to the Agency. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 312 of this Agreement, to a Certificate of Completion (as therein defined). 05 /23 /93 6449ui2460/009 -37- MA F. 153133 Failure of molder to Complete Imnrovements In any case where, sixty (60) days after receipt by a holder of notice of default by the Block 105 Developer in completion of construction of improvements under this Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, or to obtain title after institution of foreclosure or trustee's sale proceedings, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other suns secured by the mortgage or deed of trust. If the ownership of the block 105 portion of the Site or any part thereof.has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance fron"the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: a. The unpaid mortgage or deed of trust debt .at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); b. All expenses with respect to foreclosure; C. The net expense, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of; the Site or part thereof; d. The cots of any improvements made by such holder; and e. An amount equivalent to the interest that Would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency; less f. Any income derived by the lender from operations conducted on the Block 105 portion of the Site (the receipt of principal and interest payments in the ordinary course of business shall not constitute income for the purposes of this subsection (f)). G. j J314 J Right_of the Auen=v to Cure Mortaaae or Deed of Trust. Default In the event of a mortgage or deed of trust default or breach 'by the Block 105 Developer prior to the completion of the cori'struction of the improvements on the Block 105 portion 05113 /93 r� 6449u;'2460; 009 -38- L�7 of the Site or any part thereof and the.holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Block 105 Developer of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements: Any such lien shall be subject to the construction financing mortgages or deeds of trust. H. 153151 RiiSht of the -Agency to Satisfy Other Liens on the Site After Title Passes After the -conveyance of title and prior to the completion of construction, and after the Block 105 Developer has had written notice and has failed after a reasonable time, but in any event not less than thirty (30) days, to challenge, cure, adequately bond against, or -satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the -Agency shall have the right but no obligation to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Block 105 Developer to pay,or make provision for the payment of any tax, lien, assessment, or charge -so long as the Block 105 Developer shall-'in'good faith contest the validity or amount thereof and so long as such delay in payment shall not subject the Site or a portion thereof to forfeiture or sale. IV. 1§4001 USE OF TIM SITE ;�. 154011 Uses Each of the Developers covenant and agree for itself, its successors, its assigns, and every successor in interest to their respective portions of the Site that the Developer, such successors and such assignees, shall not devote the Site to any uses other than the uses specified in or permitted by the Redevelopment Plan, the Covenants (Attachment No. 9), and this Agreement (in conformity with the limitations of the Scope of Development (Attachment No. 3), as the same may be amended from time to time in accordance with each of the Developers' rights under this Agreement and applicable law) for the periods of time specified therein.- The foregoing covenant shall run with the land. The Project as described in the Scope of Development (Attachment No. 3) specifies commercial uses only on Block 104, however, nothing herein -precludes the owners of Block 204 from applying to the City for the ability to convert to residential uses. Such a conversion would be at the sole discretion of the Citl. It is the Agency's intent that there will be no interruption of business activity on Block 104 due solely to imple*:lntation cf'this Agreement until a conditional use permit for the• Site is approved. 05,'13 /93 64 r9u%24b0/009 -39- Each of the Developers covenant by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, 'sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall either of the Developers or any person claiming under or through either of them establish or per:At any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Block 104 Developer with respect to Block 104 and the 'Block 105 Developer with respect to Block 105 shall refrain from restricting the rental, sale or lease of the Property or any portion of the Site on the basis of race, color, creed, religion, sex, marital'status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregatien clauses: I. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, _ marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: 05/13/93 6449u/2460/009 -40- .415 "There shall be no discrimination against or segregation of any person,or_group of persons on account of race, color; creed, religion, sex,. marital status, ancesr-ty,or national origin in the leasing, subleasing, transferririg, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or -through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the'selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or'vendees in the premises herein leased." 3.._ In contracts: "There shall be no discrimination against or segregation of, any person, or group of.persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with preference 'to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." Except for covenants against discrimination or segregation, which shall continue in effect in'perpetuity, the covenants set forth in this Section 401 shall terminate on 'January 1, 2017. ' B. ' (§402 j -Maintenance of the Site Prior to issuance of a"Certificate of Completion by the ygencf, each of the Developers shall maintain the Developer Improvements on their respective portions of the Site and shall keen their respective portions of the Site free from any u accmulation of,debris or waste materials. C. (§403j Rights of Access The -Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter onto the Site or any part thereof which is owned or controlled by either of the Developers, at all reasonable times'for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located within dedicated public easements on OS/13/93 t� 6449u/2460/009 -41- or adjacent to the Site. Any such entry shall be made only after reasonable notice to the respective Developer. Agency shall repair any damage to the Site and restore the Site to its pre-existing condition.. In addition, Agency shall indemnify, - defend, and hold Developer harmless from any costs, claims, damages or liabilities pertaining to any entry. This Section 403 shall not be deemed to diminish any rights the Agency, the City, or any other public agencies may have without reference to this Section 403. D. [§404) Effect of Violation of the Terms and Provisions of this Agreement After Comoletson of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the co=unity and other parties, public or private, in whose favor and for whose benefit thhis Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. V. 1§5001 GENERAL PROVISIONS IE501i Notices:. Demands and Communications Between the ?armies Written notices, demands and communications between the Agency and each of the Developers shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given). or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developers which are set out in Sections 105 and 106 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 501. Any written notice, demand or communication shall be deemed received immediately if delivered by hand or if delivered by registered or certified nail return receipt requested on the date received. 05/23/93 6449u/2460/009 -42- B.. (§5021 : Conflicts of Interest No member, official or employee of the Agency shall have.any personal interest, direct or indirect, in this Agreement, nor shall any member, -official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. .Each of the Developers warrant that it has not paid -or given, and will.not'pay or give, any money or other consideration to any member, official, employee, or consultant of Agency for obtaining this Agreement.- C.- 1§5031 Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, Where delays or defaults.are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts -of Cod; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation delays not the fault and beyond the reasonable control of the party claiming an extension of time to perform; unusually severe weather; acts or omissions of the other party; acts or failures to act of the City of Huntington Beach or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement -of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of each of the Developers and the Executive Director of the Agency.. D. 1§5041 Nonliability of Officials and Emolovees of the Acencv No member, official or employee of the Agency shall be personAlly liable to either of the Developers, or any successor in interest, in the event of any default or breach by the 0 05 /13/93 64:9u/2460/009 -43 M Agency or for any amount which may become due to either of the Developers or their successors, or on any obligations under the terms of this Agreement. VI. 1§6001 DEFAULTS AND REMEDIES A. (§601) Defaults -- General Subject to the extensions of time set forth in Section 503, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. A default by the Block 104 Developer shall not constitute a default by the block 105 Developer and vice versa. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as recuired to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice or, provided that the party is proceeding with diligence to cure, such greater time as may be necessary to cure given the nature of the -default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. B. 1§6021 Legal Actions 1. 1§6031 Arbitration Subject to the restrictions in Section 601, the parties shall promptly submit any dispute, claim or controversy arising out of or relating to this Agreement (or any agreement contemplated by this Agreement) (including any action in tort, contract, or otherwise, at eojity or at law), or any alleged breach (including, without limitation, any matter with respect to the meaning, effort, validity, termination, interpretation, specific performance or enforcement of this Agreement or any agreement contemplated by this Agreement) to binding arbitration before one arbitrator ("Arbitrator"). The arbitration shall be held in Orange County, California, at the offices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"), which offices are currently located at 500 North State College Boulevard, Suite 600, Orange, California 92668, in accordance with and under the then -current provisions of the Commercial Arbitration Rules of the American Arbitration Association and the following provisions: 05/ 13/ 93 6.49u; 2460/009 -44- � (a) Exclusive Remedy. The parties agree that binding arbitration shall be the sole means of resolving any disputes, claims, or controversies arising out of or_relating to this Agreement (including any claim in tort or contract or otherwise, at equity or at law), or any alleged breach (including, without limitation, with respect to the meaning, effect, validity, termination, interpretation, specific performance or enforcement of this Agreement or any agreement contemplated by this Agreement). (b) Notice. Either party arbitration. Arbitration shall be notice to the other setting -forth a detailing with specificity the natu controversy to be arbitrated. _ has the right to initiate initiated upon one party's demand for arbitration and re of the dispute, claim or (c) Selection of Arbitrator. The parties may agree on a retired judge from the -JAMS panel. If the parties are unable to so -agree within thirty (30) days after the notice given under paragraph (b) above, then JAMS will provide a list of three available judges and each party may strike one. The remaining judge will serve as the Arbitrator. _The Arbitrator is empowered with the full authority of a judge sitting on the bench of the Superior Court in and for the State of California and may make any ruling consistent with that power. In order to implement this provision, the parties, -by executing this Agreement, agree to execute and file with the Superior Court, such papers as are appropriate to procure the appointment of the Arbitrator as a Judge Pro-Tempore of the Superior Court. (d) Applicable Lake. The Arbitrator shall follow any applicable federal and California state law (with respect to all matters of substantive law) in rendering an award. (e) Discovery. In any dispute arbitrated under this Aareemment, .the parties. shall have the right to use .any . procedures for discovery provided for under the laws bf the State of California (currently contained in the California Code of Civil Procedure); however, the Arbitrator shall have the right to disapprove .or to limit any discovery that the Arbitrator determines to be for'purposes of delay or otherwise unnecessarily burdensome or oppressive. (f) Evidence and Decision. The Arbitrator shall diligently pursue the matters being submitted for arbitration and shall render.his decision within sixty (60) days after.the selection of the Arbitrator is completed. The parties agree to make available to the Arbitrator all books, records, and other information in their possession or control relating to the matters being arbitrated and requested by the Arbitrator at such time as the arbitrator may deem necessary to make his decisions required by this Agreement. Each party shall have OS /13/93 64'9u/2460/009 1-45- access during normal business hours to such books, records, and other data as it may reasonably require -to analyze the matters being submitted to arbitration under this Agreement and to prepare and to prove its contentions. The Arbitrator shall consider only evidence admissible under the California Evidence Code. (g) ExReerts. The Arbitrator, at his discretion and at the expense of the party who will bear the cost of the arbitration, may employ an expert or experts (including, as examples, accountants and appraisers) to assist him in his determinations. (h) Advocacy. Prior to rendering his determination or award, the Arbitrator shall a:ford each party an opportunity to express its views as to the proper determination of the matters under arbitration, orally or in writing as the Arbitrator may deem appropriate; provided, however, that (a) any party submitting written material shall be required to submit a copy of that material to the other party, who shall have the opportunity to submit a written reply to that material within ten (10) days, and (b) if either party is to submit oral statement, the other parties shall be afforded a reasonable opportunity to be present at the time at which these oral statements .are made before the Arbitrator and to reply orally. (i) Arbitrability of Dispute. The arbitrability of any dispute, claim or controversy shall be determined by the Arbitrator. ' (j) Judanent and Anneal. Judgment upon any award rendered by the Rrbitrator may be entered in and enforced by any court having competent jurisdiction. The parties agree that all appellate rights to the decisions of the Arbitrator are preserved as if the decisions were rendered by a judge sitting on the bench of the Superior Court. (k) Damages. The Arbitrator shall have the power to make an award of actual compensatory damages as well as punitive damages. (1) Costs. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, attornevs' fees and costs), shall be borne by the unsuccessful party (or, at the discretion of the Arbitrator, may be prorated between the parties in such proportion as the Arbitrator determines to be equitable) and shall be awarded as part of the Arbitrator's judgment. 05/13/93 6449u/2460/009 -46- /� k.1' (m) Jurisdiction. The parties expressly consent to the jurisdiction of the -courts (federal and state) in Orange County, California, to enforce any judgment of an Arbitrator and to render any provisional or injunctive relief in connection with or in aid of the arbitration. (n) Survival. This arbitration Section 603 shall, survive termination of this Agreement. (o) Indemnification. The parties agree to indemnify the Arbitrator and any experts employed by the -Arbitrator and to hold•them unless from and against any claim or demand arising out of any arbitration under this Agreement unless resulting from the willful misconduct of the person indemnified. 2. 166041 Applicable Law " i The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. 156051 Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any _legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. .C. 1§6061 Rights and Remedies Are Cumulative Except as otherwiseexpressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it,_ at the -same or different times, of any other rights or remedies for the same default or any other default by the other party. D. (§60711 . Inaction Not a Waiver of Default Any failures or•delays by either party in asserting any of its rights and remedies as to any default.shall not operate as a waiver of any default or of -any such rights or remedies, or deprive either such party of its right•to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 05/13; 93 �� 6__9u/2_60/009 -47- E. (§6O81 Remedies; Termination With Block 104 Comnleted .. 1. I§6091 Damages. If either party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If'a solely monetary default is not cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein),'the defaulting party shall be liable to the other party for any damages caused by such default. For a default which includes a nonmonetary obligation, if the default is not cured by the defaulting party within thirty (30) days after service of the notice of default or, if the default is of such a :nature that it cannot reasonably be curred within said time, and the defaulting party does not commence to cure within said thirty (30) day period and diligently pursue such cure to completion, the defaulting party shall be liable to the other party for any damages caused by such default. Notwithstanding the above, this Section shall not be applicable if a termination by either party is invoked under Sections 209(3) or 210 of this Agreement. 2. 156101 Soecific Performance If either party defaults under any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days of service of the notice of default or, if the default is of such a nature that i" cannot reasonably be curred within said time, and the defaulting party does not commence to cure within said thirty (30) day period and diligently pursue such cure to completion, the non -defaulting party.at its option may thereafter (but not before) commence an action for specific performance of the terms of this Agreement. Notwithstanding the above, this Section shall not be applicable if a tez-:nination by either party is invoked under Section(s) 209(3.) or 210 of this Agreement. VII. j§^1001 S?ECIAL PROVISIONS 1%. 1 §301 } Real Estate Cor.,nnissions The Agency and each of the Developers represent to each of the other parties that it has not engaged the services of any -finder or broker and that it is not liable for any real estate commissions, broker's fees, or finder's fees which may accrue by mean of the acquisition of the Agency Parcels or the 05/ 13/93 6449u/246O/009 -48- Sarrabere-Wz els, and agrees to hold harmless the other party :isions or fees as are alleged to be due from th= -.:ch representations. cessors In Interest :.ts, conditions and restrictions of this Ac:c_.. to and shall be binding.upon and inure to t? heirs, executors, administrators, successors— 1e .a, ies. L'r ration of the.restrictions imposed by Section 109 ant, which terminate upon the issuance by Ce,. -icate of Completion for the Project, ;-r ••=cvenants, conditions and restrictic- which do not terminate upon the issuance Certificate of Completion for the entire Sit:. to be and shah constitute terms, covenants, •astrictions running with the land... �:::-ents to this Agreement _.ropers and the Agency agree to mutually c- _ recuests for amendments to this Agreement p_ --:Qs is are consistent with this Agreement E- _zantially alter the basic business terms inch..- :orr.ev Fees _ zhis Agreement is required to initiate or .cn in any way connected with this Agreement a~in such litigation, in addition to anv ct_.. _ybe Granted, whether legal or equitable, _ to reasonable attorney s fees. Except..a_ : crovided elsewhere in this Agree:re,nt, _ this Agreement is required to initiate c- _-= with a third party because of the violaticn icn of any term or provision of this Agreement, the other party to this Agreement, then the :. shall be entitled to reasonable attorne✓'Ir sponsible party to this Agreement. Attorney'_ ._e attorney's fees on any appeal, and in ads: _:.tied to attorneys fees shall be - entitled t .able costs for investigating such action, t-. _n- discovery, and all other necessa:-;, :-:h litigation. All such fees shall be - wed on commencement of such action and shai'_ =':her or not such action is- prosecu-� 05l13/9 _ A9\ 6 . '9u!2.a" - --- - E. 1§7051 Release of Claims Each party, on behalf of itself and'itg officers, partners, successors, assignees and representatives, fully releases and discharges the other parties and their officers, employees, agents, successors and representatives from all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether }mown or' unknow-n, which arise from cr relate in any manner to the ownership,'acquisition and development of the Site, except for the obligaticns contained in this Agreement. Notwithstanding the above, this release and discharge is not intended to apply to actions from third parties or actions, claims or rights arising from circumstances or conditions occurring after completion of the development of the Site. Each of the Developers and the Agency have been advised by their respective attorneys and have read and understood the provisions of Section 1542 of the California Civil Code, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Nevertheless, each of the Developers and Agency do hereby assume all risks for claims, known or unknown, heretofore or hereafter arising from or relating to the Site and the acquisition and development thereof, except for the obligations contained in this Agreement and.to the matters released in this Section 705, and do hereby waive all of their respective rights under Section 1542 of the Cali-ornia Civil Code. This release shall survive the conveyance and/or the termination of this Agreement. VIII. 1§800j ENTIRE AGREEMENT, WAIVERS This Agreement may be signed in counter -parts, each of which is dee.mec to be an original. This Rgreement includes pages 1 through 49 and Attachment Nos. 1 through 14, which constitutes the entire understanding. and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned 'herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part df the -subject matter hereof. 05/13/93 6449u/2460/009 -50- +' u All waivers of the provisions of this Agreement must be in writing signed by the appropriate authorities of -the Agency and each of the Developers, and.all amendments hereto must be in writing signed by the appropriate authorities of the Agency and each of the Developers. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld, conditioned, or delayed.' IN WITNESS WiXREOF, the agency and each of the Developers have signed this Agreement.on the respective dates set forth below. 19,+ REDS VELOPMENT AGENCY OF THE CITY OF HMITINGTON BEACH By: Chairman ATTEST: Secretary APPROVED AS TO FORM: Stradlind, Yocca, Carlson & Rauth. Special Counsel to the Agency Agency Counsel (Signatures continued on next page) 05/13/93 6449u/2460/009 -51- m "BLOCK 105 DEVELOPER" COULTRUP COMPANIES, a California corporatio By: Jon o p President BIRTCFER REAL ESTA E LIMITED, a California lim. ted partnership By: BREICORP, a California corpora ion, Managing General Partner By: Michael H. Voss, President "BLOCK 104 DEVELOPER" Bv: Eldon Sagstad By: Barbara Barstad F v. Gary Mulligan By: . Loren Johnson, M.D. By: Frank Cracchiolo By: Dolores Cracchiolo By: Salvator Cracchiolo (Signatures continued on next page) 05, 13: 93 6Y49u/2460/009 -52- "BLOC: 105 DEVELOPER" COULTRUP COMPANIES, a California corporation By Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORP, a California corporation, Managing General Partner p By : V " Michael H. Voss, President "BLOCK 104 DEVELOPER" By: Eldon Bagstad By: Barbara Bagstad By Gary Mulligan By: Loren Johnson, M.D. By: Frank Cracchiolo By: _ Dolores Cracchiolo By: Sal•: ator. Cracchiolo (Signatures continued on next page) OS; 13: 93 �JD b 49u/2450t009 -52- "BLOCK 105 DEVELOPER" COULTRUP COMPANIES, a California corporation By: Jon T. Coultrup, President SIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORP, a California ccrporation, Managing Ceneral Partner By: .Michael H. Voss, President "SLOG: 104 DEVELOPER" By:.lz�g� - Eldon Sagstad WPM By. Garr Mulligan By: Loren Johnson, M.D. By: Frank Cracchiolo By: Dolores Cracchiolo By: Sal•:ator Cracchiolo (Signatures continued on next page) 011303 03 6449u%2460/001.1 -52161 - "BLOCK 105 DE:'ELOFER" COULTRUP COMPANIES, a California corporation By: Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: EREICORP, a California corporation, Managing General Partner By: Michael H. Voss, President "BLOCK 104 DEVELOPER" By: Eldon Bagstad By: Barbara pagsrad B y Gary 14 7gar. By: Loren Johnson, M.D. By: Frank Cracchiolo By: Dolores Cracchiolo By: Salvator Cracchiolo (Signatures continued on next page) 05/13; 93 1_'� 6:39u/2460/009 -52- "BLOCi; 105 DE.'ELOPE;" COCLTFUP COMFAN:ES, a California cc:p0ratiOn 1 Jon T. President SIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORF, a Califo- is corporation. Ma„a5.nq General Partner By- Kichael H. Voss, Preside:: ,= "BLOC`.: 104 DEVELOPER" By: radon Sags -ad By: Barbara Sa;szad B.. , Ocry Ma_1_gat: sf 001�-4 ;;) O-Z;� Loren johns , tr.D. By: • Frank Cratchiolo Ey: • Dolores cracchiolo By: Sal ator Cracc:niclo (S:rna.u:es continued on next page) ?" ' 3: 93 •• . M. '- 460!00s -52- 0 V1 "BLOC]: 105 DEVELOPER" COULTRUP COMPANIES, a California corporation By. Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: FREICORP, a California corporation, Managing General Partner By: Michael H. Voss, President "BLOCK 104 DEVELOPER" B: Eldon Bagstad By: _ Barbara Barszad Fes• Gary Mulligan. By: Loren Johnson, M.D. By: Fran? Cracchiolo By:6 3 Dolores echio o By• Sal.•ator Cracc (Signatures continued on next page) 05.•13: 93 6449u % 450•/009 -52- 05/13/93 6449u/2460/009 0 OP By: 4m- - Barbara Cracchio 0 By: Ann Hase By: Ron Mase By: George Draper By: Frank All'onso By: Gilbert R. Geilim •53- By B B By Baibaia Ciacchiolo George Diapei By Fran} Alfonso By Giineit R Geilim ` 05/13/93 V 6449u/2460/009 -53- By: Barbara Cracchiolo By: Ann Mase By: By: By: Frank Alfonso By: Gilbert R. Geilim 05/13/93 5449u/2450/009 -53- Ll� ft a.+ v.��� vo•tti Yi fi'IJI�yl3� kVVL1KUY V sY_ . _....._._.r ... Barbara Cracchl",olo knn�Mase Pon Mast By.- _ ... . _.._ George Draper BY:"sz=53 Fro 1Fonso 2" rt 05/23/93 6449u/2460/009 -53- Mr ATTACHMENT NO. I SITE MAP (To Be Attached] OS /13/93 ATTACHMENT NO. 1 6449u/2460/009 l� Main -Pier Phase 11 Existing -Property Owners BLOCK 105 Walnut Avenue BLOCK 104 Worthy Sixth Street Fifth Street • Sombere Wood GoodTw g Pacific Coast Highway Redevelopment Agency Coultrup Abdelmuti Properly Owners Development Company 0 Main Street Not to Soo?* Nov 11, 1992 R ATTACHMENT NO. 2 LEGAL DESCRIPTION BLOCK 104: AGENCY PARKING PARCEL Lots 12, 14, 16, 18, 20, 22, 24, 26 & 28 in Block 104 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. AGENCY EXCHANGE PARCEL Lots 9 & 10 in Block 104 of Huntington. Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. PROPERTY OWNERS PARCELS Mase - Lot 23 in Block 104 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Draper - Lot 21 in Block 104 of Huntington Beach, as shown on a map recorded in Book. 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Mullia_an - Lot 17 in Block 104 of Huntington Beach, as shown on a reap recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Alfonso - Lot 19 in Block 104 of Huntington Beach, as shown on a reap recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Bagstad - Lots 7 & 8 in Block 104 and 2 5/8" of lot 9 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. BLOCK 105: SARRABERE-WOOD-GOODMAN PARCELS Lots 1, 2, & 3 in. Block 105 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellanous Maps, Records of Orange County, California. 05%13/93 ATTACHMEPIT NO. 2 6449u/2460/009 Page 1 of 2 69 CF.ACCHIOLO PARCELS Lots 4 & 5 in Block 205 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. ACENCY PARCELS Lots 6, 7, 8, 9, 10, 21, 12, 13, 14, 15, 16, 17,-18, 19, 20, 21, 23, 25, & 27 in Block 105 of Huntington Beach, as shown on a map.recorded-in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. 05!13/93 6449u/2460/009 ATTACHMENT NO. 2 Page 2 of 2 M ATTACHMENT NO. 3 SCOPE Or DEVELOPMENT The purpose of this Attachment to the Disposition and Development Agreement ("Agreement") is to identify the scope of work to be performed by each of the Developers and Agency and what guidelines are approp-iate to utilize in the design and development of the Project. The development shall be consistent with CUP 92-17, Variance No. 92-28, tentative tract map no..14666 and Coastal Development Permit No. 92-14 all of which shall control in the event of inconsistency with the requirements herein. Capitalized terms which are not defined herein shall have the meaning defined in the Agreement. I. ARCEItECTURX & DESIGN FOR BLOCI: 104 and 105 A. To the extent possible, and respecting the separate ownership of the parcels on Block 104, each separate block (Blocks 104 and 205) within the Site shall be designed and developed as an integrated complex. l., The Developer Improvements shall be of high architectural quality, well landscaped, and effectively and aesthetically designed. 2. . The shape, scale of volume, exterior design, and exterior finish of each building, structure, and other improvement must be consonant with, visually related to each other and, to the extent reasonably practical., to adjacent improvements existing or planned within the Project Area. 3. The open spaces between buildings shall be designed, landscaped and developed to the same degree of excellence. 4. The buildings shall be of new construction with the exchption that the Agency shall, by future amendment to- this agreement, consider requests for individual reconstruction for the buildings owned by Mulligan, Draper, and Alfonso. The •- Agency at its - discretion will determine if the buildings -are to be reconstructed rather than built new. B.. The total development shall be in conformance with the Amended Redevelopment Plan for the Main -Pier Redevelopment Project Area and subject to Agency review. 05. 13/93 ATTACHMENT NO. 3 6449u/2460/009 Page 1 of 7 �� II. DEVELOPER RESPONSIBILITIES A. Generally. All cost, expenses and indebtedness related to the assemblage, disposition and development of the -Block 105'portion of the Site per the Agreement shall be borne exclusively by the Block 105 Developer and all cost, expenses and indebtedness related to - -development of the Block 104 portion of the Site shall be borne by the Block-104 Developer, except as otherwise stated in the Agreement. E. ''"Consistencv With Aoorovals. The entire Project shall be consistent with all City approvals, including the final tract maps, the final building plans, this Agreement and'as the same may be amended from time to .time. C. The Project.' The Project consists of the following: 2.Residential Portion: (Block 105) (Block 105 Developer Responsibilities) a. Approximately 80•residential condominium units in a 3 to 4 story building including `two stories of parking. b. Parking, at a minimum sufficient to provide 2. stalls per residentia? unit and to provide the code minimum per dwelling unit on site. C. Amenities include a swimming pool, jacu==i, clubhouse/recreation room; security gates and two or more elevators. d. An on -site sales office. e. Construction materials -shall be equal quality or better than the Town -Square Project located at Main, Orange and 6th Streets. f. All open.space requirements necessitated by the Block 105 portion of the Project shall be met on the Block 105 portion of the Site. 2. Commercial Portion: (block 104) a... Approximately 47,500 square feet of • commercial buildings comprised of retail spaces, office spaces or other commercial • uses. 05,13;'93 ATTACHMENT NO. 3 h� 64;49u.'2460/009 Page 2 of 7 b. Parking -as required by the City for the Commercial Portion shall be provided by: (1) Existing parking lot(s); and (2) Offsite and onstreet parking around the perimeter of Block 204. D. Contractor. Each of the Developers shall select, oversee and coordinate one or more general contractors and relevant subcontractors for all of the work .proposed herein. Use of the same general contractor by both Developers is preferable. E. Signs. Signs shall conform to all City codes. Additionally, each of the Developers shall submit a planned sign program for any external signs on their respective portions of the Project. F. Screening. Outdoor storage and equipment, including rooftop installations, shall be installed.per City codes and screened from street -level public view. G. Landscaminc_r. Each Developer is to provide (for its respective portion of the Site), and Developer or its successor shall maintain all landscaping on the Site, including within public rights of way within the Site and setback areas, in accordance with approved landscape plans. H. Utilities. Utilities shall be installed in accordance - with all City codes. Utilities are identified as including, but not necessarily limited to the following (hereafter "Utilities"). a. Gas service (Southern California Gas Company) b. C. d. e. f. 6449u.'2460/009 Electric service (Southern California Edison) Cable television (Paragon Cable) Sanitary sewer Storm drain/water runoff/catch-basin systems Water service (City Water Department) (1) Domestic water (2) Gray water (3) Fire hydrants and other water connections for use by and for the First Department and/or any fire ATTACHMENT NO. 3 Page 3 of 7 I 1� 1� control systems including connection to on -site -sprinkler systems. g. The Utilities shall be installed in accordance with the City's Municipal Codes. Each of the Developers will install/extend all utilities from the net lot area property lines of their respective portions of the Site (the "Property Line") inwards to and into the improvements on Block 105 and Block 104 respectively. The location of the Utilities at/on the Property Line (the "Connection Points") shall be determined by mutual consent between Agency and each of the Developers and their relevant engineering services and consultants and shall be in accordance with the best economical practices of the building industry. I. Vehicular Access. The number and location of vehicular driveways and curb -breaks shall be in accordance with the approved plans. J. Offsite Improvements for Block 105. 1.- The Block 105 Developer.shall, at his.exaense, engineer and install the sidewalks, curbs and gutters, subsurface patting and finish paving between the Property Line of Block 105 up to but not necessarily limited to the centerline of the streets surrounding Block 105 except that portion of the perimeter of Block 205 adjacent to the Worthy Property, which shall be paid for by Agency. 2. As required by City plan approvals, the Block 105 Developer.shall install, reroute or cause to be rerouted, relocated, undergrounded and/or ._otherwise rebuild, all necessary Utility services, as described in II.H. above, and/or other designated improvements.in the public right of way as are required for City approval•of plans within the public right of ways between the Property Line and the centerline of the adjoining streets bounding.Block 105, from their present locations and/or configurations, for the development, use and maintenance of the improvements on the block 105 portion of the Site. 3. The Block 105 Developer shall -install or relocate any streetlights, street signs, traffic signs, parking meters, traffic signals, traffic controls or any such utility service work commonly 05/13; 93 6449u/2460/009 ATTACIDIENT NO. 3 Page 4 of 7 IN associated with such installation if required by City for the block 105 portion of the Project. 4. Each of the Developers and their engineers and contractors shall coordinate with Caltrans relating to'any improvements and/or offsite work on Pacific Coast Highway ("PCH"). III. AGENCY RESPONSIBILITIES A. General. The A9'ency shall be responsible for payment of and expenses related to the development of Block 104 of the Site as enumerated in this Section III(c). B. Indemnification and Hold Harmless. Agency shall indemnify and hold each of the Developers harmless from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorney's fees and costs), to the extent caused by the negligence of Agency's or employees' or agents' acti•:ities under Section III of this Scope of Development unless the Developer acts as contractor for Agency, in which event the Developer shall defend and hold harmless the Agency. C. Related Consultants. Agency shall be responsible for direct payment for all consultant architectural, civil engineering, and other services required for the plans and specifications and related job -site supervision for the work identified hereafter. This shall include all field engineering services, including surveying, required to implement said plans and specifications, including, but not limited to soils and geological tests and studies and monitoring, civil engineering services, consultations and visits. Such work shall also include surveying for utility services and locations,' street lines and elevations, soil tests, materials testing and all specific services requested and/or necessitated by City inspector requests and public works inspectors and./or public works engineer requests an:/or City public works directives and changes. Field services also include work perforried due to any unplanned and/or emergency situations as they arise: 1. No consulting engineering services or contractor or subcontractor in the employ of either of the -Developers shall be required to perform any offsite work and/or emergency repair or other work without a written work authorization from a City in or City engineer or duly authorized City official. 05/13/93 ATTACHMENT NO. 3 le 6449u/2460/009 Page 5 of 7 1� F. In the event of an emergency which threatens the public.Improvements on the Site and/or is clearly hazardous to public welfare in which a written work authorization is not immediately available, and either of the Developers and/or their contractor(s) are present and capable of performing, Developer with notice to City Public Works Department shall at its discretion proceed to abate such emergency as is needed to preserve the Improvements and/or remove'or abate such public hazard. The Agency and/or the City shall reimburse either of the Developers any and all costs associated with such emergency and/or hazard abatement or removal,' to the extent not otherwise a Developer cost under this Agreement. -Developer shall be cohered by the indemnification and hold harmless provisions set forth above for any such work. D. Offsites and Public Improvements. All offsite and on -site public improvements to and around Block 104 up _to, but not necessarily limited to within the centerline -of the streets adjacent and bounding Block 104, including the following: 1. Relocation of the Alley (as identified in the Proposed Site Map to this Agreement) and related easement wo=k.to maintain Utility services to the Connection. Points on Block 104. 2. Construction of a parking lot in the area shown on the Site Map. 3. Construction of any Utility services and/or relocation and/or undergrounding thereof for other parcels within Block 104 which are not part of the scope of work identified herein (Lane and Abdelmuti properties). 4. Street, sidewalk. curb and gutter surrounding Block 104. E. Utilities. For use by the improvements on Block 104, the Agency shall install, reroute or cause to be rerouted, relocated, undergrounded and/or otherwise rebuild, all necessary Utility Services, as described in II.i::,.above, within the public right of ways as is needed, front their present locations .and/or configurations, for the development, use and maintenance of +4he improvements on the Site. Said installations, rerouting,.relocation,.undergrounding • and/or rebuilding shall be to the Property Line. 05.%13/ 93 6 _49u:'2460/009 ATTACHMENT NO. 3 .Page 6 of 7 F. Easements and Permits. Agency agrees to assist each of the Developers as necessary and/or requested, With the filing and processing of required applications and permit processing to effectuate easements and permits necessary to the development of the Site and the Improvements thereon. 05/13/93 ATTACHMENT N0. 3 6449u:2460/009 Page 7 of 7 1 ATTACHMENT NO. 4 SCHEDULE OF PERFORMANCE I. GENERAL PROVISIONS 1. Preoaration of Partnershi Agreement. Property Owners shall complete preparation and execute Block 104 Developer Partnership Agreement in a form acceptable to Agency Executive Director. 2. Execution of Agreement by the Aaenc . The Agency shall approve and execute this Agreement, and shall deliver one (1) copy thereof to the Developer. Prior to scheduling of hearing by the Agency of the Agreement. Not later than forty-five (4S) days after the date of execution and submission of three (3) copies of this Agreement by the Developer and the Property Owners have executed their individual covenants, conditions and restrictions and guaranties. 3. Evidence of Financing Not later than ninety (90) and Insurance Certificates. days prior to close of Each of the Developers shall escrow for Block 105 and submit evidence of ninety (90) days prior to financing and Insurance building permits for Block Certificates. 104. 4. Birtcher/Coultrun Entitv The Block 105 Developer shall become a partnership between Coultrup Companies and a new Birtcher entity. II. ENTITLEMENT AND MAP APPLI TS WI 5. Developer and Aaenc Analication for Discretionary Permits for Project. Each of the Developers and Agency shall apply for the conditional use permit, tentative tract map, Not later than ten (10) months from Coastal Commission approval of the Downtwon Specific Plan, but in no event later than July 15, 1994. ITE Within ninety (90) days aster Agency approval of this Agreement. 0 n� 05/13/93 1 6 _ :9u /2460/009 ATTACHMENT NO. 4 Page 1 of 3 IN and coastal development permit required for the construction of the Developer Improvements. 6. Submittal of Construction Drawings. Each of the Developers shall submit to the City complete construction drawings for all of the Developer Improvements. 7. Review of Complete Drawings. The City and its Building Official shall review.the construction drai pings submitted by the Developers.. 8. Final Review of Complete Drawings. The City and its Building Official shall review the construction drawings (revisions) sub- mitted by each of the Developers. a. Obtaining of Building Permits. Each of the Developers shall obtain all building and other permits needed to commence cansmrucLion of their respective Developer Improvements. Not later than eight (8) months from Coastal Commission approval of the Downtown Specific Plan, but in no event later than July 15, 2994. Within forty-five (45) days after submittal by each of Developers. Within twenty (20) days after resubmittal by each of the Developers. Not later than forty-five (45) days after approval of construction plans. 10. Recording Pronerty Owners Not later than ten (10) CC&fits. agency shall record days from issuance of CC&Rs on each parcel of building permits. Block 104. III. ACQUISITIONOF S=RRASERE-WOOD-GOODM.LN PARCELS OR OTHER PARCELS AS REQUIRED. - 11. Agency shall obtain Not later than eighteen (18) possession of Sarrabere-Wood- months from date of Goodman Parcels. execution of this Agreement. IV. ESCROW ' 12. Opening of Escrows. Agency Within twenty (20) days and the Block 105 Developer after approval of open escrows for the construction plans. conveyance of the Agency Parcels and the Sarrabere- Wood-Goodman Parcels. 05/23; 93 ATTACMMENT NO. 4 6449u12460f009 Page 2 of 3 .� 1 13. Close of Escrow. Escrow Within ten (10) days closes. after the satisfaction ? (or waiver by the - appropriate party) of all of the Conditions Precedent to Conveyance. V. CONSTRUCTION PHASE 14. Commencement of Construction. Not later than thirty Each of the Developers shall (30) days after commence construction of the issuance of building Developer Improvements. permits. 15. Completion of Construction. Not later than eighteen Each of the Developers (18) months after shall complete construction the close of Escrow or the of all of the Developer transfer of possession Improvements. under an order of prejudgment -possession but in'no event later than = forty-eight (48) months from the date of execution of this Agreement. 05/23/93 ATTACHMENT NO. 4 6449u/2460/009 Page 3 of 3 1 IN ti ATTACHMENT NO. 5 CRACCHIOLO GRANT DEED RECORDING REQUESTED BY ) AND Vre.EN RECORDED MAIL TO: ) Redevelopment Agency of the } City of Huntington Beach } 2000 Main Street ) Huntington Beach, CA 91016 This Deed is recorded on the request and for the benefit of the Agency and is exempt for the paynent of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CIT'i OF 11UNTINGTON BEACH By: Its: Dated: 19 GRANT DEED FOR A VALUt-MLE CONSIDERATION, receipt of which is hereby acknowledged, GRANTOR: FRANK CRACCHIOLO AND DOLORES CRACCHIOLO, husband and wife, grant to THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, the following described real property in the City of Huntington Beach, County of Orange, State of California: See Exhibit "A" attached hereto and made a part herei By: -...� CRACCHIO Oy Sci `�01' Ctq : 1 L By: Glop - CRXCCHIOLO 05/13; 93 ATTACHMENT NO. 5 6449u/2460/09 Page 1 of 1 ATTACHMENT NO. 5 CRACCHIOLO GRANT DEED RECORDING REQUESTED BY AND WriEN RECORDED MAIL TO: } . Redevelopment Agency of the ) City of Huntington Beach ) 2006 Main Street ) Huntington Beach, CA 91016 ) 1 This Deed is recorded on the request and for the benefit of the Agency and is exempt for the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITIr OF HUNTINGTON BEACH By: Its: Dated: , 19 GRANT DEED FOR A VALUABLE'CONSIDERATION, receipt of which is hereby. acknowledged, GRANTOR: FRANC: CRACCHIOLO AND DOLORES . - CRACCHIOLO, husband and wife, grant to THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, the following described -real property in the City of Huntington Beach, County of Orange, State of California: See Exhibit "A" attached s� 2i-43 hereto and made a part hereof. BY: raerze� FRAN]. CRACCHIOLO By: �9.3 DOLORES CRACCHIOLO 05/13.093 ATTACHMENT NO. 5 6449u/2460/09 Page 1 of 1 "V STATE OF CALIFORNIA COUNTY OF On , before me, (nave, title, e.g., "Jane Doe, Notary Publicit personally appeared (name(s) of signer(s)), _ personally known to me -- OR proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and thax by his/?sex/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED BY SIGPIER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: (Signature of Notary) Title(s) Limited General SIGNER'IS REPRESENTING: Name of Person(s) or Ent;ty(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOMMENT DESCRIFED AT RI2i T: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 05/13 /93 6449u/2460/09 ATTAMMENT NO. 5 �3 STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, (name, title, e.g., "Jane Doe, Notary Public"), personally appeared (name(s) of signer(s)), personally known to me -- OR ,proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)-on the instrument the person(s), or the entity upon behalf of which the person(s) acted, -executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED 8i SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: (Signature of Notary) Title(s) Limited General SIGNER IS REPRESEMMIG: Name of Per,on(s ) or Entity(ies) ATTENTION NOTAR?: Although 'the information requested below is OPTIONAL, it could prevent -fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE- DOCUMENT DESCRIBED AT RIGHT• Title or Type of Document Number of Pages_ Daze of Document Signer(s) Other Than Named Above: 05/13/93 _,1 6449u f2460/09 ATTACHFXNT NO. 5 M IBIT "A" TO ATTACHMENT NO. 5 LEGAL DESCRIPTION OF CRACCHIOLO PARCEL That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as follows: I 05/13/93 EXHIBIT "A" TO oe 6449u/2460/09 ATTACHMENT NO. 5 15 LA ATTACMENT NO. 6 RECCRDING REQUESTED BY: } AND WHEN RECORDED I'IAIL TO: } The undersigned Grantor declares: Documentary transfer tax is S REDEVELOPMENT AMCY OF THE CITY OF HUNTINGTON BEACH Bys Its Dated: 19 BLOCK 105 AGENC': PARCELS GRA14T DEED For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPI•IEI4T AGENC`i OF THE CIT'i OF HU14TINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment -Plan, herein called "Redevelopment Plan" for the Main Pier Redevelopment Project, herein called "Project". under the Community Redevelopment Lau of California. hereby grants to COULTRUP COI1PA1-IIES, a California corporation i,ND BIRTCHER REAL ESTATE LIMITED, herein called "Grantee," the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants or record described there. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every land and character lying more than 500 feet below the surface, together :with the right to drill into, through,. and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however. any right to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. 2. The Property is conveyed in accordance With and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2575, as amn_nded'iiv Ordinance Number 2634 of the City Council of the City of Huntington 05/13/93 AITACHMEI+ST NO. 6 „(. 6449u/2460/09 Page 1 of 4 r Beach, and a Disposition and Development Agreement entered into bet.:een Grantor and Grantee dated . 1993 (the 11DDA11). a copy of Which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 3. The Grantee shall devote, use, operate, and maintain the Property only to the development permitted by and the uses specified in the applicable provisions of the DDA, the Redevelopment Plan for the Project, or any amendments thereof, this Grant Deed, and the CCR's on the Property whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price, herein called "Pu"chase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns. and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop. maintain, use and operate the Property pursuant to the provisions of the DDA. In addition, Grantee shall maintain the improvements on the Property in conformity with this Grant Deed, the recorded CUR's on the Property, and the Huntington Beach Hunicipal Code and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. If. at any time, Grantee fails to maintain such landscaping, and said condition is not corrected after expiration of ten (10) days from the date of written notice from the Grantor, either the Grantor, or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. Grantee shall only sell, transfer or convey the Property as a whole parcel and is not permitted to subdivide the Property, except as set out .in the DDA, until the issuance of the Certificate of Completion without the prior written approval of the Grantor, or the City of Huntington Beach, if the Agency is no longer in existence at the date of request for approval. S. For a period until the issuance of a Certificate of Completion as defined in the DDA. the Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing of the the construction and operation of the Improvements on the Property and any refinancing of that permanent loan, and any other expenditures necessary and appropriate to develop and operate the Property pursuant to the DDA. The Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor. Vo approval will be given for a co:,:eyance of the property to finance the construction or improvements on real property other than the real property described in Exhibit A hereto, The sale. transfer, assignment of the Property, or any portion thereof or interest therein by the Grantee is subject to the provisions of Section 109 of the DDA. - 6. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race. color. creed or national origin in the sale, lease. or rental or in the use or occupancy of the Property hereby conveyed�or any part thereof. Grantee covenants by and for itself. its 05/13/93 ATTACMIE14T 140. 6 6449u/2460/09 Page 2 of 4 successors, and assigns, and all persons clamping cinder or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin, religion, sex, marital status. or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection. location, number, use or occupancy of tenants, lessees, subtenants, sub lessees, or vendees in the Property. The foregoing covenants shall run with the land. 7. No violation or breach of the covenants, conditions, restrictions. provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 5 of this Grant Deed; provided, however, that -any subsequent owner of the Property shall be bound by such remaining covenants. conditions, restrictions, limitations and provisions. Whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. S. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to construct and develop .the Developer improvements on the Property shall terminate and shall become null and void upon recordation of a certificate of Completion issued by Grantor for the Developer Improvements as defined in the DDA. The covenants contained in paragraphs 3, 4. 5, and 7 shall continue in effect for fifty (50) years from the date of recordation of this Grant Deed. Every covenant contained in this Grant Deed against discrimination contained in paragraph 6 of this Grant Deed shall remain in effect in perpetuity. 9. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor.'.and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the' Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor. in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 05/13/93 ATTACMIEI4T NO. 6 6449u/2460/09 Page 3 of 4 IN WITNESS WHEREOF. the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of , 19_ REDEVELOPHENIT AGENCY OF THE CITY OF HUI4TIN1GT0N BEACH, a public bode corporate ' and politic • Sys Chairman s'GMI TOR" ATTEST: Secretar•1 APPROVED AS TO FORA Stradiing. Yocca, Carlson & Rauth Aa_nc; Soecial Counsel The undersigned Grantee accepts title subject to the conditions and covenants hereinabove set forth. COULTR:-_,-7 COHN IES, a California corporation /0.i SIRT ER REM IHI'TED, a California lim ed partne ship Bys EREICORF, a California corporation. . Managing Central Partner Sys Hicaael, H. Voss, President • "GRM;TEE" APPROVED AS TO FOR2I - Counsel to Grantee 05/13/93 ATTACHIMNT NO. 6 6449u/2460/09 Page 4 of 4 eA STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, (name, title, e.g., "Jane Doe,.Notary Public,,), personally appeared (name(s) of signers)), personally known -to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),' and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): .Title(s) Partner(s)s Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUI.IENT Number of Pages DESCRYSED Date of Document AT RIGH Signer(s) Other Than famed Above: 05/13/93 j� 6449u/2460/09 ATTACMIENT NO. 6 STATE OF CALIFORNIA } xs. COMMY OF } On before me, (name, title,—e.g., "Jane Doe, Notary Public"). personally appeared (name(s) of signer(s)). personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the. within instrument and acknowledged to me that he/she/they executer( the same in his/her/their authorized capaeity(ies), and that..by-his/her/their signature(s) on the instrument the' person(s), or the entity upon behalf of which the person(s) acted. executed the instrument. witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED S: SIGNER: Individual Corporate Officer(s): Title(s) Partner(s)t Limited General . Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGI•I£R I5 REPRESEItTING, Name of Persons) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERIIFICATE Title or Type of Document MUST BE ATTACHED TO THE 0CUI-IEI,IT Number of Pages D-ESCRIBED Date of Document AT RIGHT.: Signer(s) Other Than Named Above: 05/13/93 6449u/2460/09 ATTACIiLNT 110. 6 �� U STATE Of CALIFORNIA ) ss. COUNTY OF ) On before me, (name, title. e.g., "Jane Doe, Notary Public" , personally appeared (name(s) of signer(s)), personally known to me -- OR •- proved to me.on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(its), and that by his/her/their signature(s) on the instrument the ' person(s), or the entity upon behalf of which the person(s) acted. executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): T1t1eiS� Partner(s): _ Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SICHER IS REPRESEI.ITINGs Name or Person(s) or Entity(ies) ATTEPITION NOTARY: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to another document.' THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUI-IE14T Number of Pages DESCRIBED Date of Document AT RIGHT:- Signer(s) other Than Named Above: 05/13/93 6449u/2460/09 - ATTACHI4ENT NO. 6 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 05/13/93 EXHIBIT A to ATTACHMENT NO 6 6449u/ 2460 '09 Page 1 of 1 h3 ATTAMENT NO. 7 RECORDING REQUESTED BY ) AND WHEN RECORDED !SAIL TOE ) Redevelopment Agency of the City ) of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92646 ? } This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Itss Dated: 19 DEED OF TRUST AND ASSIGMIENT OF RENTS THIS DEED OF TRUST Al-M ASS MMIENT OF RENTS is made as of the day of . 19 by and among COULTRUP COMPANIES and BIRTCHER REAL ESTATE LIMITED (the "Trustor"), whose address is California Title Insurance Company (the "Trustee"), Whose address is , California and the Redevelopment Agency of the City of Huntington Beach (the "Beneficiary"), Whose address is 2000 Hain Street, Huntington Beach, California 92648. FOR GOOD AND VALUABLE CONSIDERATION. including the indebtedness herein recited and the trust herein created. the receipt of which is hereby acknowledged. Trustor hereby irrevocably grants, transfers, coneys and assigns to Trustet. IN TRUST. WITH POWER OF S= . for the benefit and security of Beneficiary. under and subject to the terms and conditions hereinafter set forth, the property located in the County of Orange, State of California (Block 105), that is described in Exhibit A. attached hereto and by this reference incorporated herein (the "Site"). TOGETHER WITH all rents, issues, profits, royalties, income and other benefits derived from the Site (collectively, the "rents"). provided that so long as Trustor is not in default hereunder, it shall be permitted to collect rents and operate the Project, as hereinafter defined, in accordance With the requirements of that certain Disposition and Development Agreement entered into between the Trustor, the Beneficiary and the Hain Pier Phase II O5/13/93 ATTACHAtiENT NO. 7 Q� 6449u/2460/09 Page 1 of 14 `i M Partnership dated ,'1993 (the "Agreement"), which Agreement is on file with the Beneficiiary as a public record and is incorporated by reference herein; TOGETHER WITH all interests, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Site and the rents; TOGETHER WITH all easements, rights -of -way and rights used in 'connection therewith or as a means of access thereto, including, without limiting the limitedity of the foregoing, all tenements, hereditaments* and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or pleced upon the Site. including. without limitation. all fixtures. attachments, appliances, furnishings, equipment and machinery (whether fixed or movable) and other articles (including, in each instance, improvements, restorations, replacements, repairs, additions. accessions or substitutions thereto or therefor); TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and to all leases or subleases covering the Site or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Trustor thereunder, including, without limitation, all cash or security deposits. advance rentals, and deposits or payments of similar nature; TOGETHER WITH all right, title and interest of Trustor in and to all options to purchase or lease the Site or any portion thereof or interest therein, and any greater estate in the Site owned or hereafter acquired; TOGETHER WITH all right. title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Site, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection with the Site; TOGETHER WITH all the estate, interest, right, title, other claim or demand. of every nature, in and to such property, including the Site, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies. the proceeds from any or all of such property, including the Site, claims or demands with respect to the proceeds of insurance in effect With respect thereto. which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation. any awards resulting from a change of grade of streets and awards for severance damages; All of the foregoing, together with the Site, is herein referred to as the "Security". FOR THE PURPOSE OF SECURINGi .0. 04/13/93 ATTACICIEUT NO. 7 . 6449u/2460/09 Page 2 of 14 (a) Payment of the Agency's Equity Interest as defined in Section 202 and Attachment No. 12 of the DDA. (b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Truster's obligation to advance said sums and the expiration of any applicable cure period and upon five (5) business days notice to the Truster, with interest thereon as provided herein; (c) Payment of. such additional sums and interest thereon which may hereafter be loaned to Truster, or its successors or assigns, by Beneficiary, when evidenced by a promissory note or notes or other documents reciting that they are secured by this Deed of Trust: and (d) Performance of every obligation, covenant or agreement of Truster contained herein or the Agreement (and any amendments thereto)., ARTICLE I DEFINITIONS 1. "Agreement" or "DDA" means that Disposition and Development Agreement entered into by and among the Truster, the Beneficiary hereof and the Main Pier Phase II Partnership, dated 1993; said Agreement (a copy of which is on file with the Beneficiary at the address stated above, and ' including all of its attachments) is incorporated herein by reference. 2. "Covenants" means Attachment No. 9 to the Agreement. 3. "Developer Improvements" is defined in the Agreement for Block 105. . 4. The term "Expiration Date" means the date upon which all obligations the performance of which is secured by this Deed of Trust have been satisfied. S. "Mortgage" means any permanent or long-term loan (other than a loan by an entity related to or controlled by the Block 105 Developer), or any other financing device (including without limitation deeds of trust) the proceeds of which are used in the construction of the Developer Improvements, which loan is secured by a security financing interest in the Truster's interest in the Developer Improvements; 6. "Project" means the "Site" and the "Developer Improvements", together with all additions, improvements, restorations and replacements thereof, and together with the items set forth in the sixth paragraph hereof. 7. "Site" is defined in the second paragraph hereof. 2. "Security" is defined in the eleventh paragraph hereof. 9. "Standards" means those standards of construction and operation characteristic of multi -family residential complexes and retail buildings ..- 05/13/93 ATTACHMENT NO. 7 6449u/2460/09 -Page 3 of 14 q`° similar in scope to those anticipated by the DDA and which have been constructed with the five (5) years preceding the execution of the Agreement. 10. "Trustor" means Coultrun Companies and 8irtcher Real Estate Limited, and its transferees and successors in interest. Where an obligation is created herein binding upon Trustor, the obligation shall apply to and bind anv transferees or successors in interest. Where the terms of the Deed of Trust have the effect of creating an obligation of the Trustor and,a transferee, such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee. Unless the context clearly otherwise requires, any capitalized term used herein and not defined herein shall have the meaning given to it under the Agreement (and anv amendments thereto). ARIICLE II IIAINTEI-IA14CE AND MODIFICATION OF THE PROJECT AVD SECURITY; RELEASE UPON PAYMENT Section 2.1 Haintenance and Hodificaticn of the Project by Trustor. The Trustor agrees that at all times prior to the Expiration Date, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Project or cause the Project to be maintained, preserved and kept in a condition conforming to the Standards and with only those uses allowed by the Agreement. The Trustor will from time -to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the massing of improvements or additions to the Project. Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of completion upon completion of construction of any part of'the Security, diligently file or procure the filing of a notice of cessation upon the event of a cessation of labor on the work or construction on the Security_ for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security or any part thereof. Section 2.2 Release of Land and Improvements. Upon its receipt of the Agency's Equity Interest as defined in Section 2 22 and Attachment No. 12 of the Agreement and all amounts secured by this Deed of Trust, and provided that the Trustor is not in default under the Agreement. the Beneficiary shall, upon the request of the Trustor, deliver to the Trustor such instruments as are reasonably necessary to confirm the release of the Security from the lien of this Deed of Trust. Partial releases shall be granted pursuant to Section 8.3 herein. Section 2.2 Granting_ of Easements. Trustor may grant easements, licenses, rights -of -way or other similar rights or privileges in the nature of easementS'with respect to any property or rights included in the Security 05/13/93 ATTAMEM NO. 7 6449u12460/09 Page 4 of 14 A "1� v without the prior written approval of the Beneficiary. In the event such rights are granted, the Trustor shall promptly so advise the Beneficiary in writing. ARTICLE III TAXES AND INSURANCE; ADVA14CES Section 3.1 Tares. Other Governmental Charges and Utilitv Charges. Trustor shall pay, or cause to be paid. at least fifteen (15) days prior to delinquency, all taxes. assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; prodded, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, - and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1 in accordance with limitedly accepted accounting principles. With respect to special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security unless the Trustor has secured the prior written approval of the Beneficiary to pay such amounts in installments over a period of years. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay any such item within seven (7) business days of the earlier of the receipt or mailing of such notice. Any amount so advanced therefor by Beneficiary. together with interest thereon from the date of such advance at the maximum rate permitted under Section 1(2) of Article XV of the California Constitution, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor hereby agrees to pay all such amounts. Section 3.2 Provisions Respecting Insurance. (a) Trustor agrees to provide insurance covering one hundred percent (100%) of the -replacement cost of all insurable items within the Project (except interior furniture and fixtures within the individual dwelling units) during the course of construction and following completion in the event of fire, lightning, debris removal, windstorm. flood. vandalism, malicious mischief, theft, mysterious disappearance and hazards, casualties and contingencies as are normally and usually covered by all-risk policies in effect in the locality where the Project is situated. (b) Trustor agrees to carry or cause to be carried: comprehensive limited liability insurance with respect to the Project with limits as set forth in the Agreement during the term of development and for one (1) year thereafter. Following said period and during the term of this Deed of Trust said limits for limited liability coverage shall be not less than S2,000.000 for each occurrence for personal injury (including without limitation bodily injury)- and SSOO.000 with respect to property damage. Coverages thereunder 05/13/93 ATTACK-M-IT NO. 7 6449u/2460/09 Page,S of 14 shall include limited liability, owners' and contractors' protection, workers' compensation insurance as required by law. (c) All such insurance policies and coverages (i) shall be maintained at Truster's sole cost and expense so long as any part of the amounts secured by its Deed of Trust have not been paid, (ii) shall be with insurers of recognized responsibility. and in form and substance satisfactory to the Beneficiary. (iii) shall name Beneficiary as additional insured, and (iv) shall contain a provision to the effect that the insurer shall not cancel the policy or modify it materially and adversely to the interests of Beneficiary without first giving at least thirty (30) days' prior Written notice thereof. certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Expiration Date. Section 3.3 Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Project in rood repair and operating condition. the Beneficiary may (but shall be under no obligation to) take out the required policies of insurance and pay the premium on the sage or may make such repairs or replacements as are necessary and provide for payment thereof; and, provided that the Beneficiary provides five (5) business days' notice to the Trustor all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Truster to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the Truster agrees to pay on demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the maximum rate permitted by Section lit} of Article XV of the California Constitution. ARTICLE IV DMAGE, DESTRUCTION OR CQNDEIMATION Section 4.1 Damace and Destruction. If, prior to the Expiration Date, the Project or any portion th—e—r—e-oT is destroyed (in whole or in part) or is damaged by fire or other casualty, the Truster shall (a) cause any insurance proceeds arising from insurance referred to in Section 3.2 hereof and any other coverage acquired by the Truster to be used to promptly rebuild and replace the Project, and (b) repair and replace the Project as necessary to bring the Project into conformity with the Standards; provided that such covenants shall be subordinated to the provisions of all senior obligations to which this Deed of Trust is subordinate. There shall be no abatement in, and Truster shall be obligated to continue to pay. the amounts payable under this Deed of Trust. Section 4.2 Condemnation. If title to or any interest in or the temporary use of the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person,.firm or corporation acting under governmental authority. including any proceeding or purchase in lieu thereof. the proceeds as a result of such taking shall be paid as provided by the law of the State of California. 05/13/93 ATTAMIEN7T NO. 7 6449u/2460/09 Page b of 14 Aq V u ARTICLE V REPRESENTATIONS, COVENANTS AND WARRANTIES . OF THE TRUSTOR Section 5.1 Defense of the Title. The Trustor covenants that it is lawfully seized and possessed of title in fee simple to the Site, that it has good right to sell, convey or otherwise transfer -or encumber the same, and that the Trustor, for itself and its successors and assigns, warrants and will forever defend the right and title to the foregoing described and conveyed . property unto the Beneficiary, its successors and assigns, against the claims of all persons whomsoever, excepting only encumbrances approved by the Beneficiary. Section 5.2 Insnection of the Project. The Trustor covenants and agrees that at any and all reasonable times and upon reasonable notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Site. ARTICLE VI AGREEMENTS AFFECTING THE PROJECT; FURTHER ASSURANCES Section 6.1 other Agreements Affecting Project. The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Agreement or any other agreement of any nature whatsoever now or hereafter involving or affecting the Site or any part thereof. Section 6.2 Further Assurances; After Acquired Property. At any time, and from time to time, upon request by the Beneficiary, the Trustor shall make, execute and deliver, or cause to be made, executed and delivered, to the Beneficiary and. where appropriate, cause to be recorded and/or filed, and from time to time thereafter to be recorded and/or filed, and from time to time thereafter to be rerecorded and/or refiled, at such time and in such offices and places as shall be deemed desirable by the Beneficiary, any and all such other and further deeds of trust, security agreements, financing statements respecting personal property, instruments of further assurance, certificates and other documents as may. in the opinion of the Beneficiary, be necessary or desirable in order to effectuate, complete or perfect, or to continue and preserve, (a) the obligations of the Trustor under this Deed of Trust, and (b) the lien of this Deed of Trust as a lien prior to all liens except those obligations which shall be senior obligations pursuant to the provisions of this Deed of Trust. Upon any failure by the Trustor to do so, the Beneficiary may make, execute, record, file rerecord and/or refile any and all such deeds of trust, security agreements, instruments, certificates and documents for and in the name of the Trustor, and the Trustor hereby irrevocably appoints the Beneficiary the agent and attorney -in -fact of the Trustor-to do so. The lien hereof shall automatically attach, without further act, to all after -acquired property deemed to be part of the Security as defined herein. O5/13/93 ATTACHMENT NO, 7 6449u/2460/09 Page 7 of 14 V Section 6.3 Agreement to Pay Attorne 's Fees and E enses. In the event o an Event o Default hereunder. and i the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust. and shall bear interest from the date such expenses are incurred at the maximun rate permitted by Section 1(2) of Article Av of the California Constitution. Section 6.4 Subroc_ation; Pavment of Claims. Provided that the Beneficiary gives notice of at least five (5) business days to the Trustor, the Beneficiary shall be subrogated to the claims and liens of all parties whose claims or liens are discharged or paid by the Beneficiary pursuant to the provisions hereof: If permitted in the Mortgage. the Beneficiary shall have the right to pay and discharge the obligations secured by the Mortgage. Section 6.5 Operation of the Site. The Trustor agrees and covenants to operate the Site in full compliance with the agreement and the Covenants. Section 6.6 Transfer. No sale, transfer. lease, pledge, encumbrance, creation of a security interest in or other hypothecation of the Security shall relieve or release the Trustor fron primary liability under this Deed of Trust, the Promissory Note. the Agreement or the Covenants, as the case may be. Section 6.7 Subordination. This Deed of Trust is hereby subordinated by Beneficiary to all future loans for construction and permanent financing to be in first position on the Site. ARTICLE VII EVENTS OF DEFAULT JUID REMEDIES Section 7.1 Events of Default Defined. The occurrence of any failure of the Trustor to perform under this Deed of Trust, the Agreement'or the Covenants, and the continuation of said failure for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied shall have been given to Trustor from the Beneficiary pursuant to the Agreement, shall be an Event of Default under this Deed of Trust. Section 7.2 Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, then the entire indebtedness secured hereby shall, at the option of the Beneficiary, irr_nediately become due and payable without notice or demand which are hereby expressly waived, and no omission on the part of the Beneficiary to exercise Such option when entitled to do so shall be construed as a waiver of such right. Section 7.3 The Beneficiary's Right to Enter and Take Possession. If an Event.of Default shall have occurred and be continuing, the Beneficiary may: 05/13/93 ATTACHMENT 110. 7 6449u/2460/09 Page B of 14 O� (a) Either in person or by agent, -with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of,its security, enter upon the Site and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Site, or part thereof or . interest therein,- increase the income therefrom or protect the Security hereof and, with or without taking possession of the Site, sue for or otherwise collect the rents, issues and profits thereof, including those past due and unpaid, and apply the same, less costs and expenses of operation and . collection, including attorneys'_ fees, upon any indebtedness secured hereby, all in such order as beneficiary may determine. The entering upon and taking possession of the Site, the collection of such rents, issues and profits and the application thereof. as aforesaid, shall not cure or waive any Default or notice of Default hereunder or invalidate any act done in response to such Default or pursuant to such notice of Default and, notwithstanding the continuance in possession of the Site or the collection, receipt and application of rents, issues or profits. Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, the Agreement or by law upon occurrence of any Event of Default, including the right to exercise the power of sale. Trustor requests that a copy of any Notice of Default .and a copy of any Notice of Sale hereunder be mailed to him at his address given herein; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale. and a written notice of default and election to cause Trustor's interest in the property to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of the County in which the Site is located; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title.to the Site, including any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Section 7.4 Foreclosure By power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the Note Amount is immediately due and payable), and such receipts and evidence of any expenditures made that art additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from -the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required -by law and after=recordation of such Notice of Default and after Notice -of Sale hating been given as required by law, sell the Site, at the 05/13/93 ATTACHME14T NO. 7 6449u/2460/09 Page-9 of 14 0� time and place of sale fixed by it in said Notice of Sale, either as a Whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine. at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person. including, without limitation. Irustor. Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers: (b) After deducting all reasonable costs; fees and expenses of Trustee, including costs of evidence of title in connection with such sale. Trustee shall apply the proceeds of sale to payment of: (i) the Note Amount; (ii) all other sums then secured hereby: and (iii) the remainder, if any, to the person or persons legally entitled thereto. (c) Trustee may postpone sale of all or any portion of the Site by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may. in its discretion, give a new notice of sale. Section 7.5 Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under Security, and without regard to the then value of the Site or the interest of Trustor therein. shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any _ such receiver or receivers shall have all the powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in cast of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Site, unless such receivership is sooner terminated. Section 7.6 •- Remedies Cumulative. No right. power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, poker and remedy given hereunder or now or hereafter existing at law or in equity. Section 7.7 No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Default or acquiescence therein: and every right, power and remedy given by this Deed of Trust td the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or of any breach by the Trustor in the performhece of the obligations hereunder shall be deemed or construed to be a 05113/93 ATTACMENI N0. 7 6449u/2460/09 page 10 of 14 ADS consent to or waiver of obligations of the-Trustor hereunder. Failure on the part of -the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues. shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights pokers or remedies consequent on any breach or Default by the Trustor. I _ - (b) If the Beneficiary (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not - exercise any right granted herein. or in the agreement. (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements of this Deed of Trust or the Agreement. (v) consents to the filing of any map, plat or replat affecting the Security, (vi) consents to the granting of any easement or other right affecting the Security, or (vii) makes or consents to any agreement subordinatina the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of - thfir-Seeurity or any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in the event of any Default then made or of any subsequent Default. nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Site, the Beneficiary, Without notice, is hereby authorized and e;pwaered to deal with any such vendee or transferee with reference to the Security (or a part thereof) or the indebtedness secured hereby, or with reference to anv of the terms. covenants. conditions or agreements hereof, -as fully and to the same extent as it might deal with the Trustor and without in an way releasing or discharging any liabilities, obligations or undertakings of the Trustor. Section 7.6 Suits to Protect the Security. -The Beneficiary shall have power (upon ninety (90) days notice to the Trustor) to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security (and the rights of the Beneficiary as secured by this Deed of Trust) by any acts which -may be unlawful or. any violation of this Deed of Trust, (b) preserve.or protect its interest (as described in this Deed of Trust) in the Security and in the rents, issues, profits and revenues arising therefrom, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the security thereunder or be prejudicial to the interests of the Beneficiary.- - Section 7.9 Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the'Beneficiary, to the -extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have.the claims of the Beneficiary allowed in such 05/13/93 ATTACM-IE4T NO. 7 6449u/2460/09 Page 11 of 14 ME A proceedings for the entire amount due and payable by the Trustor under this Deed of Trust at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. ARTICLE VIII MISCELLANEOUS Section 8.1 amendments. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought. Section 8.2 Trustor Waiver of Rights. Trustor hereby acknowledges that it is aware of and has the advice of counsel of its choice with respect to its rights under the Constitution of the United States, including, but not limited to, its rights arising under the Fourth, Fifth, Sixth and Fourteenth Amendments thereto, and the Constitution of the State of California. Trustor agrees that Beneficiary may exercise its rights hereunder in accordance with the provisions hereof, including, but not limited to, the exercise of the power of sale pursuant to Section 7.4 hereof, and Trustor hereby expressly waives and releases its rights under such Constitutions with respect thereto, including, but not limited to, its rights, if any, to notice and a hearing upon the occurrence of an Event of Default hereunder; provided, however, nothing contained herein shall be deemed to be a waiver of Trustor's rights to reinstate or redeem this Deed of Trust in accordance with applicable law. Trustor further waives to the extent permitted by law, (a) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any portion of the Security. (b) all rights of valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshaling in the event of foreclosure of the liens hereby created, and (c) all rights and remedies which Trustor may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties. Section 6.3 Reconveyance and Partial Reconvevances by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid and that all performance obligations secured hereby have been performed to Agency's satisfaction, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon pa%-mtnt by Trustor of Trustee's reasonable fees, Trustee shall reconvey to Trustor, or to the person or persons legally entitled thereto, without warranty. any portion of the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as "the person or person legally entitled thereto." Beneficiary shall cause Trustee to release and execute partial reeonveyances of any one or more of the parcels comprising the Property described in the Exhibit "All attachsd hereto from the lien of this Deed of Trust on satisfaction of each of the following conditions: 05/13/93 ATTJ+Ci TENT NO. 7 r 6449u/2460/09 Page 12 of 14 D�f (a) No release will be given if a Notice of Default then appears of record. (b) Each request shall be in writing delivered personally or mailed, certified mail, return receipt requested. to Trustee and to Beneficiary and shall identify the parcel(s) to be reconveyed. (c) Trustor shall pay all costs required in connection with execution and recording of the reconveyanc_. (d) Trustor shall have, at Trustor's sole expense; fully complied with all applicable, federal, state and local laws, ordinances and rules, including without limitation, the California Subdivision Map Act. (e) Prior to approving reconveyance on the final five units secured by this Deed of Trust Trustor shall provide an accounting to the Beneficiary of Development Costs and Net Profit pursuant to the profit participation provisions set out in Attachment No. 12 of the Agreement. The release of all units prior to the last five shall be made without consideration or payment of any profit participation. Section 8.4 Notices. Whenever Beneficiary, Trustor or Trustee shall desire to give or serve any notice, demand, request or other communication with respect to this Deed of Trust, each such notice, demand, request, or other communication shall be in writina and shall be effective only if the same is delivered by personal service or mailed by registered or certified' mail, postage prepaid, return receipts requested, or by telegram, addressed to the address set forth in the first paragraph of this Deed of Trust. Any party may at any time change its address for such notices by delivering or mailing to the other parties hereto, as aforesaid, a notice of such change. Section 6.5 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as Provided by lass. Section 8.6 Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. section 6.7 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of -the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the f011 payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. . e. 05/13/93 ATTAM4ENT NO. 7 6449u/2460/09 Page 13 of 14 Section S.B No Merger. If title to the Property shall become vested in the Beneficiary, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger and. in such event. Beneficiary shall continue to have and enjoy all of the rights and privileges of beneficiary under this Deed of Trust. In addition, upon foreclosure under this Deed of Trust pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Security shall not be destroyed or terminated by application of the law of mercer or as a matter of law or as a result of such foreclosure unless Sen-ficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such purchaser shall give Written notice of termination to such tenant or subtenant. Section 8.9 Governina Lake. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. • Section 8.10 Gender and N=ber. In this Deed of Trust the singular shall inc ude the p ural and the masculine shall include the feminine and neuter and Lice versa, it the context so requires. IN WITNESS WHEP.EOF, Trustor has executed this Deed of Trust as of the day and year first above written. COULTRUP ComPANIES, J T. ou t California co oration President EIRTCHER REAk E E LIMITED, a California • limited partnership Sy: EREICORP. a California corporation, Managing General Partner Bv: Michael H. Voss, President QSJ13/93 ATTACHKENT NO. 7 6449u/2464/09 Page 14 of 14 S M STATE OF CALIFORNIA ss. 9.1r) 510 On before me. (name, title, e.g., "Jane Doe, Notary Public"). personally appeared (name(s) of signers)), personally )mown to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to -the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacitv(ies), and that by his/her/their signature(s) on the instrument -the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGI•iERs Individual Corporate Officer(s): Title(:) i Partner(s): Limited General Attorney -in -Fact' �. Trustee(s) Guardian/Conservator other: SIGIIER IS REPP.ESEI•ITING: !fame of Person(s) or Entity(ies) ATTEVTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attac:ument of this certificate to another document. THIS CERTIFICATE HUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT II GR GHT ss 05/13/93 6449u/2460/09 A 0 Title or Type of Document Number of Paces Date of Document Signer(s) Other Than Named Above: ATTAMIEPIT NO. 7 STATE OF CALIFORNIA ss. COUM of ) On before me, (name, title, e.g.. "Jane Doe, Notary Public"T. personally appeared (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized eapacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. C Witness my hand and official seal. (Signature of Notary) CAP,CIT`+ CLAIRED Ey SIGNERs Individual Corporate Officer(s): Titlets) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator ' Other: SIGNER IS REPRESENTII•IGi Dame of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document RUH BE ATTACHED TO THE DOCUIMIT Number of Pages DESCRIEED Date of Document AT RIGHIr Signer(s) Other Than Named Above, 05/13/93 6449u/2460/09 ATTACHMENT No. 7 T .] V E%HIBIT A LEGAL DESCRIPTION OF THE SITE 05 '13 93 \� 64,9u/2460/09 EXHIBIT m to ATTACHMErT NO ATTACHMENT NO. 8 RECORDING REQUESTED BY ) AIr*D WHEN RECORDED MAIL TO: ) 3 ISpace above for recorder.] CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT WHEREAS, by Grant Deed dated and recorded on as No. of the official records of the County Recorder of the County of Orange, California (the "Grant Deed"), the REDEVELOPMENT AGENCY OF THE CITY 0= HUNTINGTOIT BEACH, a public body corporate and politic, hereinafter referred to as "Agency", conveyed to COULTRUP COMPANIES and BIRTCHER REAL ESTATE LIMITED, hereinafter referred to as the "Block 105 Developer", title to certain real property situated in the City of Huntington Beach, California which property was assembled with property of the Developer (collectively the "Site") as described on Exhibit "A" attached hereto and made a part hereof; and Yi'riEREAS, pursuant to a Disposition and Development Agreement by and between the Agency the Block 105 Developer and the Block 104 Developer dated as of , a copy of which is on file with the Agency as a public record at its offices at City Hall, 2000 Main Street, Huntington Beach, California (the "DDA"), and i- incorporated herein by reference the Block 105 Developer, the Block 104 Developer and the Agency carried out the development of the Site; and WHEREAS, as referenced in said Grant Deed, the Agency shall furnish the Block 105 Developer and the Block 104 Developer with a Certificate of Completion upon completion of construction, which certificate shall be in such fora as to permit it to be recorded in the Recorder's Office of Orange County; and VIHEREAS, such certificate shall be conclusive determination of satf!�'factory completion of the construe ion of the Developer Improvements required by the DDA and the Grant Deed; and 05 / 13 /93 AT_ TACHME11T NO. 8 6449u/2460/09 Page 1 of 2 Il WHEREAS, the Agency has conclusively determined that the construction of the Developer Improvements on the above described real property iequired by the DDA and the Grant Deed has been satisfactorily completed NOW THEREFORE 1 As provided in the DDA the Agency does hereby certify that the construction of the Developei Improvements has been fully and satisfactorily performed and completed 2 Nothing contained in this instrument shall modify in any other way any othe_ provisions of the Grant Deed or the DDA IN WITNESS WHEREOF, the Agency has executed this certificate this aaY of 19 REDEVELOPMENT AGENCi OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By ATTEST 05� 13; 93 ATTkCHMENT NO 8 \\1/ 6449ui 2460/09 Page 2 of 2 05/13 93 644SU/2460/09 MMIbIT "A" . LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT A"to ATTACHMENT NO. 8 Page 1 of I ATTACHMENT NO. S-A RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) } } 1Space above for Recorder.) This document is exempt from the payment of a recording fee pursuant to Goverz=.ent Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: , 19� PARTIAL CERTIFICATE OF COMPLETION THIS PARTIAL CERTIFICATE OF COMPLETION (the "Certificate") is made by the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency") in favor of the , a California partnership (the "Developer"), as of the date set forth. below. RECITALS A. The Agency, the Block 105 Developer and the Block 104 Developer have entered into that certain Disposition and Development Agreement ("DDA") dated , 1993 concerning the development of certain real property situated in the City of Huntington Beach, California. Pursuant to the DDA, the Agency has conveyed certain real property to the Developer for development purposes (the "Parcel"). B.- As referenced in Section of the DDA, the Agency may furnish the Developer or its successors with a Partial Certificate of Completion at the reasonable discretion of the Agency Executive Director, which certificate shall be in such form as to permit it to be recorded in the official records of 05 /13/ 93 ATTACHMIENT NO. - S-A 6449u/2460/09 Page 1 of 3 Orange County. This Partial Certificate of Completion is required to be conclusive determination of satisfactory completion of the construction and development required by the DDA only as to the individual parcel or unit which is described in Exhibit "A" attached hereto and incorporated herein by reference (the "Completed Parcel or Unit"). C. The Agency has conclusively determined that such construction and development as to the Completed Parcel or Unit has been satisfactorily completed. NOW, THEREFORE, the Agency hereby certifies as follows: 1. The Improvements to be constructed by the Developer on the Completed Parcel or Unit have been fully and satisfactorily completed in conformance with the DDA. This Certificate is not a determination by the Agency of the completion of construction or development of any other Improvements to be constructed on the Parcel, other than the Completed Parcel or Unit, which have been or will be conveyed from the Agency to the Developer pursuant to the DDA. Any use, operation. or maintenance requirements of the DDA shall remain enforceable according to their terms. 2. Except as provided herein, nothing contained in this instrument shall modify in any other way any other provisions of the DDA. 3. This Partial Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage loaned to finance the Improvements, or any part thereof. 4. This Partial Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, the Agency has executed this certificate this day of 29_ REDEVELOPMENT AGENCY OF THE CIT'•1 OF HUNTINGTON BEACH, a public body corporate and politic By: Its: 05/13, 93 ATTACILMENT NO. S-A �� 5449u/2460/49 Page 2 of 3 .ly ATTEST Agency Secretary APPROVED AS TO FORM Stradling, locca, Carlson & Rauth, Agency Special Counsel 05;13/93 ATTACHMENT NO S-A \\kp 6449u/2460/09 Page 3 of 3 EXHIBIT "A" LEGAL, DESCRIPTION (To Be Inseited) OS /13'93 EXHIBIT "Ap0 TO 6449u/2460/09 ATTACHMENT NO 8-k �` STATE OF CALIFORNIA ) COUNTY OF ) On before me, (name, title, e.g., "Jane Doe, Notary Public"), personally appeared (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED B1 SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of-Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONRL, it could prevent fraudulent attachment of this certificate to another document. VHIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: 05/13/93 6449u/2460/09 Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: ATTACMENT NO. 8-A ATTACHMENT NO. 9 RECORDING REQUESTED BY } AND WHEN RECORDED MAIL TO: ) } } ) ) Space above for recorder. This Agreement is recorded at the request and for the benefit of the Agency and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By= Its: Dated: DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS 19 THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS (the "Declaration") is entered into this -day of , 199 . by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency"), and COULTRUP COMPANIES, a California corporation AND BIRTCHER REAL ESTATE LIMITED, a California limited partnership (the "Developer"), With reference to the following: A. The Developer is fee owner of record 'of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A". The Site is the subject of a Disposition and Development Agreement between the Agency and the Developer (the "Agreement"). B. The Site is within the Hain Pier Redevelopment Project Area (the "Project") in the City of Huntington Beach and is subject to the provisions of the "Redevelopment Plan" for the Project adopted by Ordinance No._2S76 as amended by Ordinance Number 2634 by the City Council of the City of Huntington Beach. 03/25/93 ATTACHMENT NO. 9 1 1 1927Q/2460/09 Page 1 of 9 •1 C. The Agreement provides for the execution and recordation.of this document. Except as otherwise expressly provided in this Agreement, all terms shall have,the same meanings as set forth in the Agreement. NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Developer hereby covenants and agrees that all uses of the Site shall be consistent with the Hain Pier Redevelopment Plan. 2. Non -Discrimination The Developer, on behalf of itself and its successors, assigns, and each successor in interest to the Site or any part thereof. hereby covenants and agrees: (a) To use, devote, operate and maintain the Site and each part thereof, for the purposes and the residential uses specified in the Agreement and in the Redevelopment Plan. - (b) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion. national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of the Site or any improvements thereon, or of any part thereof. Each and every deed, lease, and.contract entered_ into With respect to the Site shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for itself, it successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself or any persons claiming under or -through it, establish or permit any such practice or practices of discrimination or segregation.with reference to the selection, location, number. use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under ,or through them, and this lease -is made and accepted upon • and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race. color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or 03/25/93 ATTACHI-IE14T NO. 9 `�Y 1927Q/2460/09 Page 2 of 9 enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation With referenci to the selection, location. number, use or -occupancy of tenants. lessees, sublessees. subtenants, or vendees in the land herein leased." (3) In eontraetsr "There shall be no discrimination against or segregation of, any persons. or group of persons on account of sex, marital status, race, color. creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 3. Inspection. To the extent permitted by law, the City of Huntington Beach and the Agency shall have the right of entry, at reasonable hours and upon no less than thirty (30) days achance notice, onto the Site to inspect for the need for repairs or maintenance. Entry onto the Site or into any unit for other than emergency repairs may be made only after such advance notice and request for entry. If request for entry is denied or the Site or applicable unit is unoccupied, the City or Agency may apply for an appropriate warrant or other order from a court of appropriate jurisdiction. 4. Exterior !Maintenance. The exterior areas of the Site shall be kept free of rubbish, debris and other unsightly or unsanitary materials. The requirements in this Section shall also be incorporated into any covenants, conditions and restrictions which are administered by an association of owners in the Site or any portion of the Site. a. Project Improvement, Maintenance and Repair (1) Land Use Areas and Improvements (a) Exterior yard areas and parking areas shall be kept free of deterioration, including: (i) Potholes (ii) Cracks in asphalt so as to become uneven, unsightly surfact conditions 03/25/93 ATTACHTIEUT 140. 9 J�l 1927Q/2460/09 Page 3 of 9 1 M (iii) Weeds growing through asphalt. (b) Perimeter fencing, landscaping and irrigation system shall be routinely inspected and maintained in good condition. b. Each occupant of the Site shall have'the affirmative obligation to prevent What might be considered a fire hazard or a condition dangerous to the public health, safety and limited welfare; or constitute an unsightly appearance or otherwise detract from the aesthetic and property va-lues of neighboring duelling units and properties. The following minimum performance standards for the maintenance of buildings, yards, and landscaping shall be adhered to by the Developers (1) Landscaping on the Site shall be absent of the following: (a) Lawns with grasses in excess of six (6) inches in height. (b) Untrimmed hedges. (c) Trees, shrubbery, lawns and other plant life dying from lack of water or other necessary maintenance. (d) Trees and shrubbery grown uncontrolled without proper f pruning. (e) Vegetation so overgrown as to be likely to harbor rats or vermin. . (f) Dead, decayed or diseased trees, weeds and other vegetation. (g) Inoperative irrigation system(s). -- (2) .-Yard areas shall be maintained so as to be absent of the following: (a) Broken or discarded furniture, appliances and other household equipment stored in yard areas for periods exceeding one (1) week. (b) Packing boxes. -lumber, trash, dirt and other debris stored in yards for unreasonable periods in.areas visible from public property or neighboring properties. (c) Unscreened trash cans, bins or containers stored for unreasonable periods in areas visible from public streets and common areas. 03/25/93 ATTACMIENT 140. 9 n 1927Q/2460/09 Page 4 of 9 V (3) No building, wall or fence may be left in an unmaintained condition so that any of the following exist: (a) Buildings abandoned, boarded up, partially destroyed or left unreasonably in a state of�partial construction. (a) Unpainted buildings or buildings with peeling paint in such a condition as to: i. Cause dry rot, warping and termite infestation; or ii. Constitute an unsightly appearance that detracts from the aesthetic or property values of neighboring properties. (e) Broken windows, constituting hazardous conditions and/or inviting trespassers and malicious mischief. (d) Damaged.garage,doors that may become inoperative or unsafe to operate. (e) Graffiti remaining on any portion of the property for a period exceeding five (5) days. (f) Building interiors and exteriors shall be maintained to meet standards of similar residential property in the City of Huntington Beach. S.- Aaencv and City Right of Review and Enforcement The Agency is a party to this Declaration and the City of Huntington Beach ("City") is hereby expressly made a third party beneficiary to this Declaration for the limited purposes as specified herein as follows: a. Changes or amendments to this Declaration must be submitted for City and Agency review and approval. b. In the event of inaction by the Developer, the City and Agency are hereby granted expedient power to enforce all provisions of this Declaration including, but not limited to, the maintenance of the Improvements and all yards, buildings and landscaping areas within the Site. All costs and expenses incurred by the City and/or the Agency arising out of such enforcement and maintenance shall be charged as an expense of the Developer or its successor in interest and shall'be paid within ten (10) days of receipt of an invoice for same. C. The City and Agency are hereby granted the express power to enforce all laws and ordinances of the State of California and/or the City of Huntington Beach on yards, structures, and private parking areas Within the Site. flothing Within this Declaration. however. shall be construed as imposing an obligation or requiring the City or Agency to enforce any provision thereof. 03/25/921 ATTACHIIE14T 140. 9 lS21Q/2460/09 page 5 of 9 ���% d. The City and the Agency shall be given prior Written notice of any proposed amendment to this Declaration. .-Such notice shall be given by - mailing a copy of the precise language of the proposed amendment to the City of Huntington Beach, c/o City Clerk, together with a letter'of transmittal explaining the proposed change in limited terms. The City and the Agency shall have an opportunity to review and comment upon the proposed amendment for a period of not less than forty-five (45) days prior to the effective date of any such proposed amendment. If the City or Agency fail to respond within forty-five (45) days, the proposed change(s) and amendment(s) shall be deemed approved, unless that time period is extended by mutual agreement of all parties. 6. City of Hun and Traffic Regu_ati Beach Right of Entry for Code Enforcement. Repair (a) Right of Entry. To the extent permitted by law, Developer hereby acknowledges and intends and thus grants to the City and the Agency, through the City's duly authorized agents. or employees, the right to enter upon the Site for the following purposes: (1)' Inspection, maintenance and repair of the Site. (2) Enforcement of local traffic and/or parking regulations. (b) Reimbursements of City Expenditures. All costs and expenses incurred by the City and/or the Agency arising out of its inspection, maintenance and repair of the Site, as provided hereinabove ("City Haintenance Costs"). shall be charged as an expense of the Developer or its successor in interest and shall be paid within ten (10) days of receipt of an invoice for same. (c) Assessments and Lien Rights of the City. If City Haintenance Costs and/or those costs incurred relating to enforcement or maintenance as set forth in Section 10 above of this'Article are not paid within thirty (30) days from the date due, said unpaid costs and expenses shall become a special assessment against the Site and, upon confirmation by the City Council, shall be collected in the same manner as real property taxes and shall be subject to the same penalties, procedures and sale in case of delinquency as is provided for real property. taxes. 7. llortoaae Protection Notwithstanding any and all provisions elsewhere in- this Declaration to the contrary, in order to induce lenders and investors to participate in the financing of the Developer Improvements. the following provisions are added hereto; and, except as to the effectiveness and enforceability of the Affordable'Unit requirements set forth herein, to the extent these added provisions conflict with any other provisions of this Declaration, these added provisions shall control: 03/25/93 ATTACHIIEI4T NO. 9 1927Q/2460/09 Page 6 of 9 .1� (a) Any mortgagee or third party foreclosure purchaser who comes into possession or who obtains title to the Site pursuant to the remedies provided in the mortgage or foreclosure of the mortgage, or by deed or assignment'in lieu of foreclosure, will not be liable for such Site's unpaid. charges which accrue prior to such possession or acquisition of title. The assessment liens provided for herein shall be subordinate to the lien or equivalent' security interest of any mortgage recorded prior to the date any such charges become due. Such subordination shall apply only to assessments Which accrue prior to a sale or transfer of such Site pursuant to A decree of foreclosure or trustee's sale. Such sale or transfer shall not relieve such Site from liability for any assessments thereafter becoming due or from the lien of any such subsequent assessment. (b) Mortgagees shall have the right to examine the books and records of the Developer during normal business hours. (c) In the event of substantial damage to or destruction of the Site or any portion thereof, the mortgagee of any mortgage on the Site shall be entitled to timely Written notice of any such damage or destruction, and no provision in this Declaration shall be interpreted to entitle the Developer or any other party to priority over any rights of the mortgagee of the Site pursuant to its mortgage in the case of a distribution to such Developer of insurance proceeds or condemnation awards for losses to or a taking of the Site. (d) If the Site or portion thereof is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought to be acquired by a condemning authority, then the mortgagee of any mortgage will be entitled to timely written notice of any such proceeding or proposed acquisition, and no provision in this Declaration shall be interpreted to entitle the Developer or any other party to priority over such mortgagee with respect to the distribution to such lot of the proceeds of any award or settlement. (e) As used in this Section 12, "mortgagee" means any mortgagee under a mortgage which is a lien of record made in good faith and for value, or a junior lien of record made in good faith and for value by the City, the Aoency or an institutional lender in order to assist in the financing of the construction of the Improvements. (f) No violation of this Declaration shall render invalid or defeat the mortgage of the first mortgagee. B. Miscellaneous Provisions a. If any provision of this Declaration or portion thereof, or the application to any person or circumstances. shall to any extent be held invalid, inoperative or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any other persons or circumstances, shall not bt affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Declaration; and each provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. 03125/93 ATTACHMENT NO. 9 1927g/2460/09 Page 7 of 9 7to b This Declaration shall be construed in accordance with the laws of the State of California c In the event action is instituted to enforce any of the provisions of this Declaration the prevailing party in such action shall be entitled to recover from the other party thereto as part of the judgment reasonable attorney's fees and costs d The Developer shall be required to take all reasonable steps necessary to insure that each tenant and all assignees and transferors have knowledge of all terms and conditions of this Declaration 9 Runs with the Land The covenants and agreements established in this Agreement shall without regard to technical classification and designation be binding on the Developer and any successor in interest to the Site or any part thereof for I the benefit of and in favor of the Agency its successor and assigns and the City of Huntington Beach The covenants against discrimination contained in paragraph 2 shall remain in effect in perpetuity All other covenants shall remain in effect for the term of the Redevelopment Plan as it may be amended from time to time IN WITNESS WHEREOF the Agency and the Developer have executed this Declaration of Conditions Covenants and Restrictions REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH a public body corporate and politic Dated By Chairman "AGENCY" ATTEST Agency Secretary 0W25/93 ATTACHIIEI4T NO 9 �� 19270/2460/09 Page 8 of 9 a APPROVED AS TO FORM: stradling, Yocca, Carlson & Rauth, Acency Special Counsel z COULTRUP COHPAHIES, a California corporation By: Jon T C6ulT Pre dent BIRT REAL E TATE MITED, a Calif rnia lim'ted p tnership By: BREICORP., a California corporation, Managing General Partner By% Nichael H. Voss, President "DEVELOPER" APPROVED AS TO FOPJI: Counsel to the Developer 03/25/93 ATTACHIIENT NO. 9 I927Q/2460/09 Pace 9 of 9 ✓ personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person( Whose name} isf$r� subscribed to the Within instrument and acknowledoed to me that heW4he4+her executed the same in his/heFAtheir authorized capacity( , and that by his/�-sicrnature(,4 on the instrument the person( , or the entity upon behalf of Which fhe person9a acted, executed the iristrument. LoOFPX:IAL SEAL LINDA SUE SURAOay Notary PuW-Coafoo ORANGE COUMY My c4nyh rion Eg*as AU" 21. 1995 { icial seal. r ' 007 (Signatur of Notary) CAPACITY CLAIMED BY SIGNER: IDAividual orate Officer(s): Title(s) _ Partner(s): Limited General Attornev-in-Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING.. Name of Person(s) or Entity(ies) . ATTENTION NOTARY: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE IIUSI BE ATTACHED TO THE DOCUMEUT DESCRIBED A7 RIGHT: q� 03/25/93 �1 1927Q12460/09 Title or Type of Document Number of Pages '- Date of Document Sianer(s) Other Than Named Above: ATTACIU-IE14T NO. 9 � � APPROVED AS TO FORMt 5tra ling, Yocca, Car son•& Rauth, Agency Special Counsel APPROVED AS TO FOPJI -z Counsel to the Developer 03/25/93 19279/2460109 COULTRUP CWPAHIES, a California corporation By Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: EREICORP., a California corporation, Hanaging General Partner By: A� } chael H. Voss, President "DEVELOPER" ATTACHIIENT NO. 9 Paoe 5 of 9 M M STATE OF CALIFORNIA } COUNTY OF } On ru..x-f- /993 (name, title, e.g., '•Ja a Doe W hr:nh�e/ . '1W<S r(s)j. ss. before me, - it A/eV? 7f-AtI✓et-LVVC.. Notary Public'; , personally appeared (name(s) of personally )mown to me --- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaeity(ies);- and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. o=.VM*MA.NAMMMM CaANCRCCi>H1Y (Signature of Notary) hw Corm bVft MAR 19.1941 CAPACITY CLAIMED BY SIGNER: Individual . Corporate Officer(s): _ Partner(s): Attornev-in-Fact Trustee(s) Guardian/Conservator Other: Titles) Limited General SIG14ER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTEIITIC14 NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE 1-IUST BE ATTACHED TO THE DOCUI-1ENT DESCRIBED AT RIGHT: Title or Type of Document Humber of Pages Date of Document Signer(s) Other Than Named Above: 3Q 03/25/93 ` 19279/2460/09 ATTAMIENT 140. 9 ATTEST: Agency secretary APPROVED AS TO FOR11: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel Dateds Dateds APPROVED AS TO FOR11: Counsel to the Property owner 03/25/93 1927Q12460/09 Cc�!�5 Ik y 2 e,4� Its t WA "PROPERTY OWNER" ATIACM17-14T 140. 9A Page 9 of 9 a31 STATE OF CALIFORNIA ) ) COUNTY or } On /S (name. title'. es, ., "Jane Doe ss. . before me. LIM ' 4 } appeared (name(s) of signerts)j, W /;' impersonally known to me -- OR -- ;/'proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within ins t i and acknowledged to me that he/she/they execute a same in his/her, eir authorized capacity(ies), and that by his/he heir signature(s) on t e instrument the person(s), or the entity upon be a of which the person(s) acted. executed the instrument. t ial seal. LNDA SUE SUPACI Notary Pubic-Colfomlo ORANGE COUNTY M/ talon en*c. si a ure o Notary) At4t 21. 1995 ( rl'] r CAPACITY CLAIHED BY' SIGNERt Individual Corporate Officer(s): Titles Partner(s): Limited _ General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIG14ER IS REPRESENTING: Name of Personts) or Entity(ies) ATTENTION NOTARYs Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE DUST EE ;=ACHED TO THE DOCUMENT DESCRIEED AT RIGHI: 03/25!93 1927Q/2460/09 Title or Type of Document Dumber of Paaes Date of Document Sioner(s) other Than Named i+bove: ATTACHMENT 140. 9A ATTEST: Agency Secretary APPROVED AS TO FOR11: Stradling, Yocca,.Carlson & Rau Agency Special. Counsel Dated: Dated: :� -. :2�- 9.!!� ' APPROVED AS TO FOWlt Counsel to the property Owner 03/25/93 1927Q/2960/09 By: Its: BY: Its: "PROPERTY OWNER" t>A,�,,e5 c. ATTACMIE14T NO. 9A Page 9 of 9 6 t19 STATE OF CALIFORNIA ) COUNTY OF .terf���� � � On Lug-^ 1. before me, - XC (name, tie, e.g.. "Jhne Doe, Nota Public" persona ly appeare h ' o (name(s) of sioner(s)), personally known to me -- OR -- `�[ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the `same in his/her/their authorized eapacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. PHYLLIS SCHROEDER :j _ • :. COMM. 9958076 WMRr BLIC-MFFORN A ., ORANGE COUNTY 47 (Signatu a of Notary) U MY COM"1IISSION EXPIRES -' MARCH 1.1996 ' CAPACITY CLAIHfED BY SIGNER: Individual Corporate Officer(s): Titles Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIG14ER IS REPRESENTINGs Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CEF.TIFIC?TE IIUST BE ATTACHED TO THE DOCUMENT DESCRIBED A. RIGHT: Title or Type of Document Pumoer of Paces Date of Document Signer(s) Other Than Named Above. 03/25!93 1927Q/2460/09 --ATTACHI-IEHT 140. 9A ATTESTS Agency Secretary APPROVED AS TO FORMS Stradling, Yocca, Carlson & Rau , Agency Special Counsel Dated: Dated: -3 - ' APPROVED AS ?0 FOR11: Counsel to the Property Omer Fly 2 I Its I • - "PROPERTY OWNER" %046-r-, 030/25/93 ATTACi TENT NO. 9A 1927Q/2460/09 Page 9 of 9 �iJ STATE OF CALIFORNIA } ss. COUM of a 17 (t" } ` On �Jur� ��3—. before me, (name. title, a g. lane Doe, Notary Public"), p rsonally app aced r CrVeehi0 (name(s) of signers)), personally known to me •- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the instrument. Witness my hand and official seal. PHYLLIS SCHROEDER COMM. #958076 (� NOTARY PUBLIC-CAUFORNIA 2e ORANGE (Signature of Notary) MY COMMISSION EXPIRES MARCH 1. 1996 CAPACITY CLAIHED B. SIGHER: Individual. Corporate Officer(s): Title(s) Partner(s): Limited General Attornev-in-Fact w Trustee(s) ___.. Guardian/Conservator others SIGNER IS R£PRESE14TING s Name of Persons) or Entity(ies) .e ATTENTION VOTARIs Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CEF.TIFIC?TE I1UST BE ATTACHED TO THE DOCUMENT DESCRIBED hT RIGHT: Title or Type of Document Number of Pages Date of Document Signers) Otter Than Hamed Above: j 1927Q/2460/09 ATTACHMENT 140. 9A MW ATTEST: Agency Secretary APPROVED AS TO FOR11 Stradling, Yocca, Carlson & Rau Agency Special Counsel By:( Its: Dated:.104 Dated: APPROVED AS TO FORM: Counsel to the Property Owner 03/25/93 1927Q/2460/09 Its "PROPERTY OWNER" Rdly, ATTACHMENT NO. 9A . Page 9 of 9 .i3? 7 STATE OF CALIFORNIA ) ss. COUNTY OF 2k9nLr4} On a OIO► before mt, A ( e, tit'le e. Jane Doe, Notary Publi ), personally app fired (name(s) of signer(s)). personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) Whose name(s) is/are subscribed to the Within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of Which the person(s) acted, executed the instrument. Witness my hand and official seal:. ..«» OFFICIAL �� JAAtET E. SINGO �Y Pj* - CdW= P e; a; Pi ofmugft (Signature of N tary) OR: . F.cou 16 5- L�coM.wnF� - -- CAPACITY CLAIMED B: SIGNER, Individual Corporate Officer(s): Titles - ^ Partner(s): Limited .r General Attornev-in-Fact Trustee(s) Guardian/Conservator , Other: SIG14ER IS REPRESE14TING: Name of Person(s) or Entity(ies) ATTE14TION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CEF,TIFICATE Title or Type of Document IiUST BE ATTACHED 10 THE DOCUMENT Humber of Paces DES=RIEED Date of Document FT FIGHI: Sioner(s) Other Than Named ;above: 03/25; 93 1927Q/2460/09 ATTACHHE1`IT NO.' 9A ATTEST Agency Secretary APPROVED AS TO FORMS Stradling, Yocca, Carlson & Rauth. Agency Special Counsel Dated: Dated: APPROVED AS TO FORM: Counsel to the Property Owner 03/25/93 1927Q/2460/09 By: Its: Its: "PROPERTY 0WTER" ATTACHMENT NO. 9A Page 9 of 9 155 I r I "I M in I STATE OF CALIFORNIA ) ss. COUNTY OF ) On w 3 3 before (name. title, e.g . "Jan oe, Notary Pu ersonally appeare4 signer( . impersonally known to me -• OR •- proved to me on the basis of satisfactory evidence (name ( of to be the person( ) whose name( 'islerre-subscribed to the with n instrument and acknowledged to me tha xecuted the same i authorized capacity and that b is hex44heir signature on the instrument the pers7istrument. or the entity upon behalf of which a person(pli acted, executed the 1 seal. LNQA SUE SLAAC1 NMW Pubic-Cd t No • ORANGE COUNTY My COMMMon E4193 Augud 21. 1995 (Signature of Notary) CAPACITY CLAIMED WL SIGNER: individual Corporate Officer(s)s Title(s) Partner(s): _ Limited General Attorney -in -Fact _ Trustee(s) Guardian/Conservator Othtr: SIG14ER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE 11UST BE ATTACHED TO THE DOCUMENT DESCRIBED hT RIGHT: Title or Type of Document Humber of Paces Date of Document Sioner(s) Other Than Named Above: Ol/25!93 1927Q/2460/09 ATTACHMENT 140. 9A ATTESTS Agency secretary APPROVED AS TO FORNs Stradling, Yocca, Carlson & Rauth, Agency Speeial Counsel Dated: Dated: APPROVED AS TO FORM: Counsel to the Property owner 03/25/93 1927Q/2460/09 By: Its: "PROPERTY OWNER" ATTAMIEN'T 1a0. 9A Page 9 of 9 M STATE OF CALIFORNIA ) ss. COUNTY OF ) On • 1�-�'� before nee, Due, (name, title, e.g.. "Jane Doe, to Public") ersona y appeare Nd V (name(s) of signer(s)), personally known to me -- OR✓ - proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal ME E. LUNT I 3 '• 8764 NOTARY 97CALFORM �} ature of Notary) Q. My Coam Eu4= NwNw. 21.195 CAPACITY CLAIMED Sl SIGNER: >e Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIG14ER IS REPRESENTING: Name of Person(s) or Entity(ies) AT!'ENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE [LUST BE ATTACHED IO IHE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Paces Date of Document Sicner(s) other Than Named Above: 03/25/93 '` 19279/2460/09 ATTACHMENT NO. 9A P. 06l0"3 10:24 L�IGAN'S PROPERTIES 714CJ693422 - Agency in enforcing or attempting to enforce this Cuaranty, whether the name shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It Is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or Insolvency of the Developer or any successor or assign -es thereof or any disaffirmanee by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Cuaranty or acts or ortissions hereunder shall lie exclusively with the Superior Court of the County. of San Bernardino. Stat• of CAliinrn4s i" :ALiFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.ate3 State o County On 4 personally NAME(5) OF 51ONLM(5) personally known to me - OR - roved to me on the basis of satisfactory evidence to be the person(4.1whose namem Isla#jfa subscribed to the within instrument and ac- knowledged to me that hels eAht# executed the same In hiauthorized capacity(ieq. and that by hislh`q/th r c icia- s'~ s signature(bf n the instrument the person •Joyce E. Con3r:cy or the entity upon behalf of which e + "X"" tafl, WirIPUetc y °�'`'" person(' acted, executed the Instrument. f Wtanrn LO�.�aua7Sa.tS� 1 WITNESS my hand and official seal. a� OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Thao atWte does not rsq" t w Notary b fill In the data below. doing so may prow ktvaawt* is persons W#V on lr* doasnerc INDIVIDUAL CORPORATE OFFICERS) T111.E(S) PARTNERS) ❑ LIMITED GENERAL ATTORNEY -IN -FACT TRUSTEES) GUARDIANWNSERVATOR ❑ OTHER: SIGNER IS REPRESENTING. NAME OF t'SRSON(S) OR ENTITY(MS) I U "NA"E OF WVAW ! OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT + T,1•tE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT t. Ough tns dots towwod Nere is no(+equited by low. d 4ou)d prevent fraudulenheansoment of this corm. SIGNER(S) OTHER THAN NAMED ABOVE !MOON MATWWAI IJRT�4V �CCM1.7M�... M�� e.��.• .... w n w... .... - ... -..- w.. w• ..... 06�03i93 10 : 26 lMLLL I GAtiI' S PROPERTIES 71496934. �l P. 05 ATTEST s Agency Secretary APPSOVED AS TO FORMS Stradling, Yocca, Carlson-7 Carlson - Rau , Agency special counsel Dala:ds 0 /xi .3 By • .1.w•e,,, .�.lrrr►se.,y Detedt 13Y: ALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of - �*■�70PT�IOK�A�LS�EC�TTION s_ CAPACITY CLAIMED BY SIGNER YX County Of09roigh aA%ft does not requln V* Nouq 10 , fill In the data below, doing So may prove .. Irrvekable to p.non. ntylna on the docvrr.r>T. •• ,,q ,q� 2� (2 VZ& I INDIVIDUAL " On DA before me NAMF- TmF of OFFrCER • E.Q..*44► NOTARY '-' [] personally appeared L D� 1q'. X/*Vso� CORPORATE OFFICER(S) - kU*(S)OF S*MER(S) TITLE(S) ,. ❑ personally known to me - OR roved to me on the basis of satisfactory evidence ❑ PARTNER(S) ❑ LIMITED =` IIf to be the person whose name Isla►;, ❑ GENERAL subscribed to the within Instrument and ac- knowledged to me that helsioAhbt executed ❑ TRUSTEE(S) the same in his/*Ith� authorized ❑ GUARDIANAMNSERVATOR = `capacity(#), and that by h1ls/h4WthVr ❑OTHER: signature(*,on the Instrument the person( _ or the entity upon behalf of which the ;�^IJcyce E. Cc.-,z::c; person acted, executed the instrument. _= Vain; airy `':�� SIGNER IS REPRESENTING: . f "j CWM �"' `'`4 "._=. WiTN�SS my hand and official seal. NAME OF PERSoNsr OR t NM(IEs) .. THIS CERTIFICATE MUST BE ATTACHED TO 'THE DOCUMENT DESCRIBED AT RIGHT: ►� the tlata rogwsled here is not required by few. o d prerem lrauduien! reanachrrWil of ehia form S GMATURE of NOTARY Maw� OPTIONAL SECTIO TA TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF MENT SIGNER(S) OTHER THAN NAMED ABOVE ~- •• 1 '93 06/01 07:27 A77EST : . Agency 5tcretary APPROVED AS TO FORM& Stradling, Yocca, Car son & Rau . Agency Special Counsel Dateds & .. J a — 93 By It; Dated: � (o .. tt .- By it APPROVED AS TO FORM Counsel to ,tie Property Owner J a 7143754735 COULTRUA 9 Ati '93 06/01 07!28 : v 7143754735 COULTRUP Q 03 I k4, STATE OF CALIFORNIA ) COUNTY OF ) On .na:.. 104_ 1493 , before me, r�„d,, (name. title, e.g.. "Jane Doe, Notary Public"�, personally appeared - _� (r►ame(s) of slgnerls)), personally known to me -- OR -- •. ..._ proved to me on the basis of satisfactory evidence . to be the person(%) whose name(%) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(fes). And that by his/her/their signature(s)-on the instrument the person($). or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. o:r-+CLhL CEAL '-�.::•�'Vo„gyP.1©L1GC LjFCRk:a LOS ANGELES COW;TY] (Signature Of Wary) I1Y• : sZi. EXP. al JLY 0 1994 CAPACITY CLAIMED 8`: SiGNER e individual Corporate Officer(s): _ Partner(s): Attornev-in-Fact Trustee(s) Guardian,/Conservator Others Title(s) Limited General SIC14ER IS REPRESENTING: Name of Person(s) or Entity(ies) //ss PA ti V n n s a ATTENTION NOTARY% Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CEF.TIFICATE Title or Type of DoCument e2 HU5T bt ATTACKED /V �or -/o �Gt9� S p-,L 12 . 7o THE DUCW1E1,1T:1�� DES.R1LED Date of Document C-►o--y3 Ill RICHI : Signer(s) Other Phan Named rbm•r k..1 AF41-11-1f' A. to GUARANTY AND AGREEMENT OF BIRTCHER REAL ESTATE LIMITED THE REDEVELOPMENT AGENCY OF THE CITY'OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that BIRTCHER REAL ESTATE LIMITED (the "Guarantor") shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing:. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 105 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 105 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 105 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 105 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 105 Developer. 2. - This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 41 5169Q/2460/09 Page 1 of 5 .� 3. The Guarantor hereby waives all of the suretyship provisions of.the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person'or by reason of the -cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by - Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election•of any remedy against Guarantor or Developer or both including, without limitation,- election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of.the right to recover any deficiency from Developer; (e).any,defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's.ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that.of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation.. - any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or.the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that -the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which -tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, y� 03/ 31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the -Agreement, the obligations of the,Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. . 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney` s fees. 9. No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 (]� 5169Q/2460/09 Page 3 of 5 l 1 LMO Agency in enforcing or attempting to enforce this Guaranty, Whether the same shall be.enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to.be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee -thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State -of California, in an appropriate. municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN -WITNESS WHEREOF, the undersigned has executed this Guaranty this -nl'~ day of ^/kCA�.# _ 1993_ By: Bv: Its: )j 03/31/93 5169Q/2460/09 Page 4 of 5 M STATE OF CALIFORNIA } } COUNTY OF ) On 9 3 ( nam I e . personally appeared ss. before '77. i' ne ti CfPICLI SEAL LINDA SIDE SURAC{ NOWY PLb0C•C01f0nY0 OQAWE COVMY My c mftwon E4*8S /4ugLat 21. 1995 e,_Notar Public ) , (name(s) of signer(s)*., y personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person (/ ) whose name( ) i s/ax-e- subscribed to the within instrume and acknowledged to me that he executed the same in his authorized capacity(; and that by his gter.`�'_ -signature( ) on the instrument the person , or the entity upon behal of which the person{ acted, executed the instrument. / Witness my hand and official seal. x/ • ( ignature of Notary) CAPACITY CLAIMED BY SIGNER: dividual ' Corporate Officer(s): Title(s) Partner(s): Linited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) tins. ATTr-,NTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED kT RIGHT: Title or Type of Document r zaUt t r Plumber of °Pages�� Date of Document Signer(s) Other Than Named Above: 03/31/93 5169Q/2460/09 Page 5 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise.. 11. Guarantorhereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any -successor in interest due to the operation of law. It is not intended to be for -the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer oi-any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14.. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor..' 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court -of that county, or in the Federal District Court in the Central, District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non'conyeniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this ,,25� day of c�y�- 1993. Sys BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORP, a California corporation, Managing General Partner By:, 'chael H, Vosse President 03/31; 93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA ) ss. COUNTY OF G�itgt e ) On a5 l993 before me, dl«rl -If'TIi✓ej-3p personally appeared Michael H. Voss, personally known to me (or proved to me on'the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me' that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (Official Notarial seal). Page 5 of 5 5� Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 22. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to ariy matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this day of , 1993. r H By: Its: A L` f� 03:31J 93 5169QJ2460%09 `I'U.I... I. Page 4 of 5 M STATE OF CALIFORNIA COUNTY OF (Qf jjaL*!C_- On ZI 93 ( name, ti 1 personally appeared 5S. before me1'�- e, e.g., "J ze Doe, Notar Public"), (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowl to a that he/she/ e executed the saTze in er their uthorized capacity(ies), and that by his%er their sign ure(s) on the instrument the person(s), or the ent upon behalf of which the person(s) acted, executed the instrument. ;eVmidficial seal. MDA SUE SURAC1 Notary AAAC•CoutorrLc GRANGE COUNTY My �21. IBC' (Signatu a of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator other: SIGNER IS REPRESEUTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST EE ;%TTACHED TO THE DOCUMENT Number of Pages DESCRIEED Date of Document AT RIGHT: Signer(s) Other Than lamed Above: 03/31;'93 51699/2460/09 Page 5 of 5 S`' Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the.Agency, the City and any successor in interest due to the operation of law:- It is not intended to�be for.the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, .reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of.the Developer. 14. This Guaranty shall'inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate.municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The l'a;s of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has.executed this Guaranty this day of 1993. By. Its: By: Its: 03 /31 /9 3 51699/2460/09 Page 4 of 5 STATE OF CALIFORNIA ) ) ss. COUNTY OF (( On O—U ll e- before me, D7�at(name, title, e.g., Jane Doe, Notary Public ), pets n lly appeared ._ �Q', r-0- Cat�Ghidl-p --- (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the persons) Whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the persoA(s), or the entity upon behalf of which the person(s) acted, executed the instrument. official seal. PHYLLIS SCHROEDER 044.7?x COMM.#958076 NOTARY PUBM-C L FORNLk ORANGE COUNTY MY COW-AISSION EXPIRES osr(Sia_nature of Notary) MARCH 1, 1996 CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: , Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTION.",L, it could prevent fraudulent attachment of this certificate to another document. TH I S CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT nFscRyprn K ltill:ril": Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03/31/93 5169Q/2460/09 Page 5 of 5 51 t r Agency in enforcing or attempting to -enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 23. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit, of and bind the successors and assigns of Agency and Guarantor. ' 15. Guarantor agrees that jurisdiction and venue with. respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of'the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon_ revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this day of , 1993. VA 1/14, X 1), Z' 0 /Z V1 I By: Its: 03/31/93 5169Q./2460 f 09 Page 4 of 5 STATE OF CALIFORNIA COUNTY OF f _h'2 g! On 0u n e -g. ?jq = (name, titT personally appeared before me, rho 11�: _5?khre e, e. g. , "Jane DoeI Notary Public ) name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),'or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. PHYLLIS SCHROEDER COMM. #958076 ... r� •_ NOTARY PtJBUGC"OP." ORANGE COUNTY natur of Notary) V MY COMMISSION EXPIRES ( g y } MARCH 1,1996 CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESENTING: Name of Person s) or Entity(ies) ATTENTION IdOTrR:': Although the information requested below ;r OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE VIU:,S BE A—ITACH£D TO THE DOCUMENT DESCRIBED nT FICHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03 '31 /a3 5169L!2460/09 Page 5 of 5 .1 v Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall .inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees'that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate -municipal court of 'that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITI)ESS WHEREOF, the undersigned has executed this Guaranty this day of , 1993. By: By: Its: 03�31/93 .I 5169Q/2460/09 Page 4 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor -in interest due to the operation of law.. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of.and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. Its WITNESS WHEREOF.' the undersigned has executed this Guaranty this day of , 1993. By: It �Sr,Icreg By: Its: 0" '31.'93 � 5169Y..'2=60/09 Page 4 of 5 STATE OF CALIFORNIA ) ss. COUNTY OF &P%2#ja) p 'e 3 before me, %A-�r'cdjrrA(Pf— ��- '(name, title, e.g., Jan gootary Public ), pers naVly appeared (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their sianature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. r +:. • PHYLLIS SCHROEDER . COMM. 9958076 :,ram NOTARY N LrC CALTFORNA U • ORANGE COUNTY Signature of Notary) MY COMMISSION EXPIRES"" MARCH 1.1996 CAPACITY CLAIMED BY SIGNER.: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Consecrator Other:, Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: �V 03/31; 93 1 5169Q:2460/09 rage 5 of 5 STATE OF CALIFORNIA ) ss. COUNTY of ) On �_, before me, (na e, title, e.g., "Jane Doe, ota y Publ1 rso y ap�peared r ;Gb/nr�s ftn— ( name (s ) of signer(s)) , personally known to me -- OR -- _?�.proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and PHYLLIS SCHROEDER COM.M. 9953076 NOTARY PUBLIC-CALIFORN:A ORANGE COUNTY MY COMMISSION EXPIRES MARCH 1. 1996 official seal. Signature f Notary) C;MP CIT'i CLAIMED Si SIGNER: Individual Corporate Officer(): Partner(s): Attorney--in-Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESE14TIIIC: Nane of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. 713I S CEFTI FI C�:TE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: 03/31/ 93 51699/2460/09 Title or Type of Document Number of Paces Date of Document Signer(s) Other Than Named Above: Page 5 of 5 p .0 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of -any demand by the Agency, as well as notice of any default by the Developer._ 12. This guaranty is Intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy,.reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty.shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. ' 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County ,of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN W1TNiSS F� EREOF, the ndersigned has executed this Guaranty this L day of 199 . By: —a Its: By: Its: V� 03 / 31: 93 �1 5169Q:'2450/09 Page 4 of 5 6W STATE OF FALIFORNIA . � ) S5 COUNTY OF On , before me, (name, title, e.g., "Jane D , Notary Publ c'), personally appeared .. �. A 9 ' „ (name(s) of signer(s)), personally known to me -- OR -- &.-proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),.or the entity upon behalf of which the person(s) acted, executed the instrument. I . Witness my hand and official seal. OFFMAL SEAL JANET E SM ii � Not,ry RrbSc • Ca�lo�a M o ORAWECOUNTY f y co mwoka E.ou An 11 ttoS (Signature of Notary) CAPACITi CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESE14TING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, certificate it could prevent fraudulent attachment of this to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESC� RIBS ,4T_RIG 7: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03/ 31,193 5169Q/2460/09 Page 5 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well•as notice of any default by the Developer. 12. -This guaranty is intended to be solely for the benefit of the Agency, -the City and any successor in interest due to. . the operation of lay:. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer.- 14. This Guaranty shall-inure'to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate.municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon - revenue or forum non conveniens. lb. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS MHEREOF, the undersigned has executed this Guaranty this (. day of .%y �✓ 1993. By: Its: �U 03 /31/93 .1 5159Q/.460'09 Page 4 of 5 �i STATE OF CALIFORNIA ) ) COUNTY OF On (name, itle, personally appeared _O&NN as. before me, �•� 1r1�U-�'kc "Jane Do Notary Public }, (5 45 MaA I (name(s) of signer(s)), personally known to me -- OR -- Z{� proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. --- OFFICIAL SEAL JANET E. BINGO i Nd_" P& � • Ca lw" apah (Signature of N t ry) ORANGE COUNTY ur conu k*s a E.*iK An 1E 194s CAPACITY MkIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUME*IT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03/31; 93 5169Q!2460 /09 Page 5 of 5 .' Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of.any default by.the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. -This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts"or omissions hereunder shall lie exclusively with the Superior ' Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably.waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty IN ITNE55 {liiErZEO, the undersigne h, /1 ae7t d this Guarantythis dayof 9-3 0 A By: By: - lts• .� 03/32/93 5169Q/2460/ 09 Page 4 of 5 STATE OF CALIFORNIA ) } COUNTY OF ) On ►�/3193 , (name, title, personally appeared (name ss. before impersonally known to me -- OR -- proved to me on the basis of satisfactory► evidence to be the person( whose name (/) subscribed to the within instrument and knowledged to me that/whey executed the a in is ' r authorized capacity(-i�e +, and that by i r signature) on the instrument the person( the entity upon behal of which the person) acted, the instrument. ' Witness my hand and official seal. OFFM M LNOA SUE SURACI Notcry Puboc•CcarorNo ORANGEMy Wei ( ignature of Notary) Moot 21. IM CAPACITY CLAIMED by SIGNER: 4/Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESEPITING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to another document. THIS CEsRTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Plumber of Pages Date of Document Signer(s) Other Than Named Above: 03; 31/Q3 5169Q/2460/Op Page 5 of 5 r 9 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the _ Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency,.the City and any successor in interest due to the operation of law. It:is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer.. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor.. 1S.- Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon - revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WH&REOF, the undersigned has executed this Guaranty this-0N"day of 993. By: Its: . C� 'f11v1�ijr� By: Its: ID 03/31/93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA y ss. COUNTY OF �� ) C On11Zbefore me, (name, t tle, e.g. "J ne Doe Notary Public"), personally appeared 00 ON V. ( ame(s) of gner(s)), personally known to me '-- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),'or the entity upon behalf of which the person(s) acted, executed the instrument. Witness r.�y hand a fficial s DINE E.1Ul�T � '' •�" Comm. # 978764 3 KUW pi" •rum 7 Qagt DMIY 996 i ature of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIG"17— IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT Number of Faces DESCRIBED Date of Document AT RIGHT: Signer(s) Other Than Named Above: 0311 31/93 11 5169Q/2460/09 Page 5 of 5 -1 ' 93 W/O 07:29 ~'M 7143764735 COULTRUP � 05 } Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by"the Agency, as well as notice of any default by the Developer.. 12. This guaranty -is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law*. , it is not intended to 'be -for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall Inure to the benefit of and bind the successors and assigns of hgency and Guarantor. 25. Guarantor agrees that jurisdiction and venue With rewpect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively With the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of. California. Guarantor irrevocably waives any and all defame~ based upon revenue or forum moil convenionw. 16. , The law. 'of the State of California shall govern the interpretation and enforcement of this: Ouaranty. I14 WITNESS WHEREOF, the undersigned has executed this: Cuaranty this _110 day of • a - 183 06/01 07:28 IT 7143754735 COULTRUP ® 04 &AW F r• STATE OF CALIFORNIA } ) as. COUMY OF ) On !o - ID -93 before me, 6rc„L G.- a-A� (name, title, e.g., "Jane Doe; Notary Pub is ), personally appeared F a Dnso -1 b eoc (name(ss) of signer(s) ), personally known to me -- OR -- . proved to me on the basis of satisfactory evidence to be the person(s) Whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(c), or the entity upon behalf of which the percon(s) acted, executed the instrument. Witness my hand and official sea 5r- t srfOFfIC1AL5EAL j� ` BPERLIA G. ALFONSO NOTARY KMLIC-CALIFORNIA LOS ANGELES COUNTY (Signatu -e of N ary) �SY " EXP. JOLT 8 1994 CAPAC I T7 CU I ME'D F1 S I CNER : Individual Corporate Officer(e): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: rr Name of Person(s) or Entity(its) rrd@%L 419.1so_- ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent atmachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT Number of Pages .5_- DESCRIBED Date of Document �!LO. - o- AT, RICHTs Signer(s) Other Than Named Above: ! • _I ,�� .,; �=1 ,J M r x Main -Pier Phase II/Coultrup Project Description: Block 104- Mixed-use project with approximately 40,000 square feet in two commercial/office complexes along Main Street and Pacific Coast Highway Block 105- S0-unit condominium project on Block. 105 Related parking, as entitlements specify (residential parked to code on -site) Disposition and Development Agreement: July 6, 1993 - City Council/Agency Approved Entitlements and Disposition and Development Agreement between the Redevelopment Agency, Coultrup Companies, Birtcher Real Estate Limited, and Main Pier Phase 11 Partnership (property owners) Appeal of Coastal Development Permit to be considered by the Coastal Commission at their June meeting (June 13-16) in Carmel. I Sixth Street Main -Pier Phase 11 Existing Property Owners BLOCK 105 WolnutAvenue Worthy t ZI-J.-Aflopmer 4Genc/ ......... C' Fifth Street BLOCK 104 6, z ------------ - ------ - -- fIRM W W Pacific Coast Highway EMIRedevelopment Agency Coultrup M Abdelmutj Property Owners Development Company M00, Street Not to Scale Nov 11, 1992 nJ {9 Disposition and Development Agreement (Approved July 6,1993) Section 210 of the DDA states: "The Agency shall determine, in its sole and absolute discretion, within 30 days of the approval of the Downtown Specific Plan by the Coastal Commission, that the Agency has sufficient funds available to complete its obligations under this Agreement." ,1 r }S Agency ]Financial ]Determination • Review of Agency Costs to Construct the Main -Pier Phase II/Coultrup Project • Review of Redevelopment Agency's Financial Condition 3 01 M 13 The maximum costs to the Agency after inclusion of the contingent liabilities and offsets for the public revenues, are estimated at: Total costs to Agency $ 6,677,000 Plus: interest rate writedown 4902000 Plus: Block 104 Pre -develop cost reimb. _ 1509000 Total costs incl/contingent liabilities $ 71,317,000 (Less) BREL land pmt - Block 105 (1,800,000) (Less) BREL reimburs. - Block 105 pre -development advance (2002000) (Less) 50% equity share in net profit (0) Net costs to Agency $ 5,317,000 (Less) PV of property T.I. revenue (1,7202000) Net costs to Agency after T.I. $ 3,597,000 Main -Pier Phase IUCoultrup L Remaining Agency Costs to Complete the Project 1 Cracchiolo Acquisition 2 Loan Interest Subsidy 3 Downtime/Relocation 4 Permit Fee Increases Subtotal 5 Site Remediation $99,000* 490,000 * 630,000* 200,000* 300,000 * * 6 Off -site Improvements 5851000 7 Affordable Housing I,334,500 (Range $800,000 - $1,334,500) Subtotal Total Agency Costs Atzency Revenues Developer Land Payment $1,800,000 Developer Advance Reimbursement 200,000 State Cleanup Fund Reimbursement 250,000 Total Agency Revenues Total Agency (Cost)/Revenues $ 1,419,000 $2,219,500 $3,6389500 $2,250,000 ($1,3889500) Note *Line items 14 are capped costs listed at their maximums Line item 5 is expected to be fully recovered from the State Cleanup Fund **Section 209 of the DDA states that the Agency may terminate the Agreement if the Cleanup Costs exceed $200 000 Present Value of Tax Increment in today s dollars is $1,005,000 This represents the tax increment that will be received from the development of the Coultrup Project from 1997-1998 to the end of the Main -Pier Project Area Plan in the year of 2018 E Coultrup Project Cost Revisions That Have Occurred Since Approval of the DDA Offsite Improvements $ 100,000 - $ 5857000 Acquisition of Wimpi's Site Affordable Housing Obligation (12 Units) est. Total: Difference: $ 630,000 $1,085,000 0 $ 7309000 $1,3349500 $ 3,004,500 $ 2,274,500 3 Conditions of Approval for CUP 92-17: "Prior to issuance of building permits for construction of residential portion, Developer shall provide the city with an Affordable Housing Program....." Section [202114. of the DDA states: "Agency shall provide replacement housing units as required by law and shall assure that a minimum of 12 units of affordable are provided consistent with Community Redevelopment Law." .r 01 01 MAIN -PIER Project Aret..'Cash Flow Projections V pncWav Coullrup Companies Developmena 1994195 1 19SS 96 1996197 1997M 1998199 EST. BEGINNING CASH BALANCE $1,035,000 (S54.00C) (S101,604) (t1,916,601) (111.802.188) INCOME Tax Increment (IDO%): Non Couttrup 2,142.083 2.192,556 2.245.396 2.345.843 2,446,899 Tax Increment (100%): Couttrup Co. Development 0 0 65,618 131.236 Interest 56.925 (2,97C) (5,588) (106.508) (99.119) T.O.T. (4Yaterfront) 5W.000 Z25,000 551.250 578.813 607.753 Abdetmutl Loan 338.700 3Q.SM 340.505 340.505 340,5M RLM Ground Lease 253.834 253,834 253.834 253,834 253.834 Lease Payments (438 Main) 14.400 19.200 0 0 0 Land Sale (Town Sq.) 27.000 54.000 54,000 54.000 54.000 Lana Sale (Third Block west) 0 4.620.000 0 0 0 Land Sale Pacific Park Villas 0 416,000 0 0 0 TOTAL INCOME $3,3332.942 $8.418,125 S3.439.397 $3.531.905 $3.735.108 EXPENSES NON -DISCRETIONARY Existing Bond Debt 1.179,145 1.175.905 1,175.665 1.180,985 1,179.585 Huntington National Bank Nolo _.__ _._..130.000._........130,000 95,000......__ ... 90.000 90,000 --- Pass Thru Payments 30,761 31.376 32.004 32.644 33.297 Property Tax Collection Charge 27.771 28.326 28.893 29.471 30.060 Third Mock West 0 4.120.D00 0 0 0 TBW Site Remediation 0 250.000 0 0 0 Town Square Parking -18 spaces 0 0 270.000 0 0 DrMwood Buyouts 9W,000 900.D00 900.000 9W.000 9W.D00 Abdelmutl Rent SubsidylMisc. 384,000 190.000 100,000 75.000 75.000 Abdelmuti Tenant Improvement Loan (2) 750.000 0 0 0 0 Facade Grant-Zeidan 0 146,000 0 0 0 Phase II(Toxies a Relocation) 250.000 0 0 0 0 In -lieu Parking Fees 0 120.000 60.000 60.000 60.000 Potential Litigation Costs 0 307,000 1.600.000 0 0 Trainer Facade Grant 38.000 O 0 0 0 Sub -Total 3.689.677 7,368.W8 4.261,562 2.368.100 2.W7.942 OSCRETIONARY City Debt 89.816 450.000 450.000 450,OD0 450.000 Opereting 125,750 132.038 13$.W9 145,571 152.1M Operating Admin Portion (30%) lei= 195.027 2M.878 206.904 213.111 Legal Services 33.000 200,000 100,000 100.000 100.000 Legal Services Admin (30%) 11.370 23.370 23.370 23.370 23.370 Business Development (30%) 70.521 06.687 99.845 103.626 107,682 Sub -Total 571, 660 1.097.122 1.012.732 1, M9, 472 1.047.013 TOTAL EXPENSES S4,261.337 $8,465,729 86,274,294 $3.397,671 53.414,965 Net Cosa - Caadwp Co-s Development 54,000 NET INCOME (982,395) (47,604) (1,834,897) 134,334 320,153 Bankruptcy Claims 106,605 EST. ENDING Cash BALANCE _ . ($54,000) ($701,604)_ ($1,935,6w) (sl,802.168) _ _(SIA82,014) The FollawkV Main -Pier Project Area obrVtions are proposed to be pad by the Huhtiroon Center Project Area in order to reduce t v Main -Pier E)penses In view of the projected Shortfalls. Huntinnton Center payment of Main-PieLR,_I3fi�atfana: 1994P95 1995."95 19W97 1997/98 199=9 Main -Pier Housing Set -&;de Obfigations $428,417 $"1 .511 $449.079 $432.252 $515,627 lAain-Pier City Debt Repayment Obligations 360.184 0 0 0 0 Total $788.601 $428.511 $449.079 $482,252 $515.627 MERGED.XLS M-P 612l95 2:43 PM The following Main -Pier Project Area obligations are proposed to be paid by the Huntington Center Project Area in order to reduce the Main -Pier expenses in view of the projected shortfalls Huntington Center Payment of Main -Pier Obligations 1994/95 1995196 1996/97 1997/98 1998/99 Main -Pier Housing Set Aside Obligations $428,417 $438 511 $449,079 $482,252 $515 627 Main -Pier City Debt Repayment Obligations 360,184 0 0 0 0 Total $788,601 $438,511 $449,079 $482,252 $515,627 HOUSING SET -ASIDE - Cash Flow Projections (Inducting Couttrup Companies Development) 1994/95 1995/96 1996/97 1997/98 1998/99 EST BEGINNING CASH BALANCE $1 164 000 ($1 055 185) ($911 927) ($1 052 339) ($1065165) INCOME Tax Increment (20%) Five Points Senior Villas $250k Interest In Lieu Fee Affordable Housing (TNR) TOTAL INCOME Expenses Non -Discretion Fine Pants Senior Villas Loan(Grants OVE II Buyouts 725 Utica Loan Agreement Third Block West Berge Development Pacific Park Villas ERAF Bnsas del Mar Couttrup Companies Development Sub Total Operating Operating Admin Portion (10%) Legal Services Legal Servkces Adrmn Portion (10%) Transfer to Emerald Cove Mobile Home Review Committee 871 076 891 415 914 291 929 424 952 576 9 500 38 000 38 000 38 000 38 000 64 020 (58 035) (50156) (57 879) (58 584) 0 0 50 000 0 0 $944 596 $871 380 _ $952 135 $909 545 $931 992 - 100 000 100 000 100 000 100 000 0 150 000 0 450 000 0 0 0 0 0 0 825 000 0 0 650 000 0 300 000 450 000 0 0 0 139142 0 0 0 0 243 717 0 0 0 0 1 334 500 0 0 2 717 359� 550 000 _ 925000 _ _0 _0 750000 0 54 671 55 540 20 000 3 411 80 000 Sub -Total 213 622 42,368 44 486 46 711 49 046 57 743 60 049 62 650 65 368 20 000 20 000 20 000 20 000 8 011 8 011 8 011 8 011 35 000 35 000 35 000 35 000 15 000 178122 --- 167 547 --- 172372 177426 TOTAL EXPENSES $2,930 981 $728 122 $1092 647 $922,372 $177 426 NET INCOME ($1,986,385) $143,258 ($140,412) ($12 826) $764 666 Bankruptcy Claims $232 800 EST ENDING Cash BALANCE ($11155185) 4$9.1927) ($1052339) ($1065165) ($310S99) HUNTINGTON CENTER Project Area - Cash Flow Projections 1 1994195 1 1995196 1 1996t97 1 1997/98 1997/98 EST BEGINNING CASH BALANCE $7 036 000 $4 859 729 $3 742 223 $2 561917 $1 135104 INCOME Tax Increment (80%) 955 424 978 706 1 007 472 1 028 534 1057174 Interest 386 980 267 285 205 822 140 905 62 431 TOTAL INCOME 1 342 404 1 245 991 1 213 294 1 169 439 1 1191505 EXPENSES Non -Discretionary Existing Bond Debt School Pass -Through Property Tax Collection Charge Berge Development Housing Set -Aside Main Pier Portion Education Revenue Augmentation Fund DISCRETIONARY City Debt City Debt Main -Pier Portion Operating Operating Admin Portion (30%) Legal Services Legal Services Admin Portion (30%) Business Development (40%) 1 040 673 1 040 073 1 043 313 1 040 230 1 041 163 3 500 4 895 5 045 5 045 5 045 15 000 15 000 15 300 15 606 15 918 155 000 428 417 436 511 449 079 462 252 515 627 _$13_9_1_42 _ $0 $0 _ $0 $0 l Sub-Tota1 626 732 1 498 479 1 512 737 1 698 133 1 577 753y 475 000 475 000 475 000 475 000 475 000 360184 0 O 0 0 39 495 41 470 43 543 45 720 48 006 182 098 191 203 200 763 210 801 221 341 5 060 5 060 5 060 5 060 5 060 11,370 23 370 23 370 23 370 23 370 94028 128 916 133126 138168 143 576 Sub -Total 1 167 235 865 019 880 863 898120 916 353 TOTAL EXPENSES $2 793 967 $2 363 498 $2 393 600 $2 596 253 $2 494106 NET INCOME ($1 451 663) ($1 117 507) ($1 180 305) ($1 426 814) ($1 374 602) Bankruptcy Claims 724 708 EST ENDING Cash BALANCE $4,859 729 $3,742223 $2,s61917 $14136 404 ($239,398) E Other Economic Factors Affecting the Maim -Pier Cash Flow 1) Economic Recession Resulting in Decreasing Tax Increment 2) Orange County Bankruptcy Resulting in 20% Reduction in Fund Balance 3) State Taking Tax Increment for Other State Purposes J The Agency needs to make a financial determination as outlined in Section 210 (xi) of the DDA which states: "In the event any of the Agency's conditions precedent to the conveyance are not satisfied or waived by Agency within the time periods provided herein and, with respect to any claimed default by either or both of the developers hereunder and the applicable developer has not cured said. default within thirty days after written notice from Agency, Agency may, at its option, terminate this Agreement and any escrow opened hereunder." Summary: Agency Project Costs Went Up Agency Revenues Went Down Recommended Action - Motion To: Make, a determination that the Agency does not have sufficient funds available to complete all of its obligations under the DDA. Direct staff to return with appropriate follow-up action. Ad RECEIVED rlrr c'<«r. Honorable Mayor and Council Msmbera, AtIF. � fry Subject: Financial Feasibility Main Pier Phase 11 D.D.A. .iUK � �z '95 Coultrop project. There are a lot of reasons why the Coultrop project should not go , forward. I will list just a fey : NO.1 The Financial Feasibility is great for Coultrop,.,but a major rip off, for the people of Funtington Beach. No.2 Why should he be allowed to purchase•a whole block of land on Pacific Coast Highway facing the Pacific ocean for only, S 1.8 mill1pn DQ11ars. this block cf property has been considered by maney to be the plu:n of Downtown. This property must have a value of over $ 0,000,000.00. In these horrible economic times can we really afford to give away over S 9,000,000.00 to any one let alone a questionable developer. An entity of Coultrop declared Bankrunsv January 3,1995. The c_editors in that Sankrupsy will be beat out of close to S 3,000,000.09 Mike Adaces and Howard Selesky have caught Coultrop in lies maney times.:,ust ask them !!! Is this the type of Developer we need to be involved with ? would •n the City be better off to pay Coultrop $150.000.00.and get rid of him.? Since we are in such hard economic times,why don"t we sell the prcperty to a private Developer God knows we need the S 6,000,000.00. No.3 I thought when we got rid of the old Council nerrbers that wanted to over build Downtown and give away prime Ocean front property for free we would not have this problem any more. I realize you have scaled down the sou nercial in the dow. town, but why do we have to Sive_.avay No.4 This City block might be better suited for Visitor Serving Corr_iercial. This beautiful property Would then serve all the people of Funtington Beach, and improve the Tax base better then So Condos units. I think we have enough Condos Downtown. we need a classy type serving Commercial Village with shops that our people all over Huntington Beach can stroll through, purchase Items, dine, and enjoy the beautiful•-Drean view. lom T.Raii` Date Huntington beach, ca C.C. To: Michael T. Uberuaga �,3