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HomeMy WebLinkAboutFreeway Industrial Park and HB Boardwalk, LLC - 2013-12-16- T At) /0K ✓ r'.�J l ��/srtr. Dept. D Pwue r13-0�63 Page 1 of 2 Meeting Date: 12/16/2013 .1- .Ilk I. MEETING DATE: 12/16/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works SUBJECT: Approve and authorize execution of, a License Agreement between the City, Freeway Industrial Park, and HB Boardwalk, LLC, to provide installation and maintenance of landscaping and hardscaping improvements in the public right- of-way at The Boardwalk Mixed -Use Development Project located at 7441 Edinger Avenue Statement of Issue: The conditions of approval for The Boardwalk Mixed -Use Development Project, located at the. northeast corner of Gothard Street and Edinger Avenue (Site Plan Review No. 10-004), require that the owner/developer (Freeway Industrial Park and HB Boardwalk, LLC respectively) execute a License Agreement with the City of Huntington Beach for maintenance of landscaping and hardscaping improvements within the public right-of-way along the project frontage. Financial Impact: No funding is required for this action. Recommended Action: Approve and authorize the Mayor and City Clerk to execute and record the "License. Agreement. Between the City of Huntington Beach, Freeway Industrial Park, and HB Boardwalk, LLC, to Provide Installation and Maintenance of Landscaping and Hardscaping Improvements in the Public Right -of -Way" (Attachment 1). Alternative Action(s)- Do not authorize execution of the License Agreement and direct staff accordingly. This action will prevent Freeway Industrial Park and HB Boardwalk, LLC from satisfying the City's conditions of development for this project, and increase the maintenance responsibilities burdened by City forces.. Analysis: The Boardwalk Mixed -Use. Project is located at 7441 Edinger Avenue. The development conditions of approval for this project were approved by the City's Planning Commission on February 8, 2011., (Attachment 2). Condition of Approval No. 6(a) requires that the owner/developer execute a Landscape Maintenance License Agreement with the City to address maintenance and liability for all landscaping, irrigation, furniture and enhanced hardscape within the public rights -of -way 'on Edinger Avenue and Gothard Street adjacent to their property. The Agreement has been prepared, signed by the developer, approved as to form by the. City Attorney, and is now ready for final City Council approval and execution. =i _ Item 16. - 1 Dept. ID PW 13-063 Page 2 of 2 Meeting Date: 12/16/2013 Environmental Status: The subject request is exempt pursuant to the California Environmental Quality Act. Strategic Plan Goal: Enhance economic development A tachment(s): 1. License Agreement between the City of Huntington Beach, Freeway Industrial Park, and HB Boardwalk, LLC, to Provide Installation and Maintenance of Landscaping and Hardscaping Improvements in the Public Right -of -Way 2. Notice of Action for Site Plan Review No. 10-004 (Boardwalk Mixed Use Project) Item 16. - 2 HB -190- HB -191- Item 16. - 3 This Document was electronically recorded by City of Huntington Beach RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II I I II 1111111111111111111111111111111111111111111111111 IIIIIINO FEE 2013000698155 04:30pm 12/18/13 276 402 Al 21 0.00 0.00 0.00 0.00 60.00 0.00 0.00 0.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH, FREEWAY INDUSTRIAL PARK, AND HB BOARDWALK, LLC, TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND HARDSCAPING IMPROVEMENTS IN THE PUBLIC RIGHT-OF-WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and FREEWAY INDUSTRIAL PARK, a California corporation, hereinafter referred to as "FREEWAY," and HB BOARDWALK, LLC, a Delaware Limited Liability Company, hereinafter referred to as "LICENSEE." WHEREAS, LICENSEE is the ground lessee of certain real property located in the City of Huntington Beach, County of Orange, State of California, which is more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference (the 'Property"); and FREEWAY is the owner of the Property and is a party to this Agreement in order to consent to the effects of this Agreement with respect to the Property; and LICENSEE is processing approvals with the CITY to construct a multi -family apartment project on the Property; and CITY is the owner of those certain areas in the immediate vicinity of the Property that are depicted on Exhibit "B" attached hereto and incorporated herein by this reference (the "Improvement Areas"); and In connection with the development of the Property, CITY and LICENSEE desire to assign responsibility for the installation and maintenance of landscaping and hardscaping within the Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and 13-3832/99136 By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their obligations with respect to the installation and maintenance of landscaping within the Improvement Areas, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows: 1. GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping and hardscaping within the Improvement Areas pursuant to the terms as set forth in this Agreement. 2. TERM. The term of the License (the "Term") granted herein shall be perpetual, provided that CITY may terminate the License and this Agreement upon thirty (30) days written notice to LICENSEE. 3. TERMINATION. In the event of any such termination, the CITY may, at its option, either: (a) at its sole expense, disconnect existing water and electrical supply sources to the Improvement Areas from the Property (leaving the water and electrical systems serving the Property fully functional and in compliance with law), and construct and reconnect CITY water and electrical supply sources to the Improvement Areas, or (b) continue to use water and electricity from the Property for the Improvement Areas, in which case CITY shall agree in writing, upon terms acceptable to the parties, to reimburse LICENSEE on a monthly basis for the reasonable costs of such water and electricity, and, at its sole expense, to maintain in a good condition and repair the portion of the water and electrical systems located in the Improvement Areas. 4. DESCRIPTION OF IMPROVEMENTS. All improvements installed within the Improvement Areas shall be as depicted on those certain plans and specifications as approved by the CITY relative to the Property and the subject development thereof. The landscaping and other improvements within the Improvement Areas for which LICENSEE, at its sole cost at no expense to the CITY, shall install, repair, maintain, and/or replace in accordance with the terms of this License shall be collectively referred to as the "LICENSEE'S Improvements" and includes the following: (a) Landscaping, Irrigation Systems and Plant Material: Plants and trees in accordance with the Landscaping Plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY and the irrigation systems serving the same. (b) Hardscaping: Enhanced and concrete paving including sidewalks, driveways, access ramps and stairs in accordance with the precise grading plans relative to the Property and the subject development thereof submitted by LICENSEE and approved by the CITY. 2 13-3832/99136 5. MAINTENANCE RESPONSIBILITIES. At LICENSEE'S sole cost and expense, LICENSEE agrees to perform all maintenance responsibilities for the Improvement Areas, including, but not limited to: sidewalk cleaning; trash disposal; signs; watering; repairing and/or adjusting irrigation systems when failures occur; fertilizing; cultivating; edging; performing general planting and trimming or other corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. LICENSEE agrees to maintain and keep the Improvement Areas in good condition and repair, free and clear of litter and debris and free from any nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5 (including subparts) shall collectively be referred to as "Maintenance Responsibilities." (a) Maintenance of Trees and Plants. LICENSEE's maintenance obligations shall include watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur, fertilizing, edging, performing general planting and trimming or other corrective maintenance, spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the Improvement Areas, including but not limited to the following: 1. Provide and apply fertilizer as necessary to sustain healthy growth. 2. Maintain the Improvement Areas to allow access by CITY personnel to CITY facilities and in a condition that is substantially free from weeds, debris and harmful insects at all times. 3. Keep plantings trimmed to eye pleasing appearance. 4. Use only those pesticides and fertilizers approved by the State of California and in a manner consistent with label and legal restrictions. 5. Remove and replace unhealthy, dead, invasive or unplanned plantings as they are observed. 6. Keep the entire area policed and free of litter and deleterious material. LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive odors, gum, wax, litter, liquids or other materials are allowed to remain on or stain paving, planters, containers, decorative features, artwork or other surfaces. 7. Maintain, repair and operate irrigation system in a manner that prevents water from flooding onto the right-of-ways. 8. All tree trimming shall be done by an I.S.A. Certified Arborist or an I.S.A. Certified tree worker under the direct supervision of an I.S.A. Certified Arborist. Said trimming shall be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming to these requirements shall be subject to damage assessment by the City 13-3832/99136 of Huntington Beach Tree Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the damaged tree with an approved replacement of the same size that was originally planted, and payment of fines equal to the value of the original (damaged) tree. Any fines shall be payable by LICENSEE to the CITY. 9. If for any reason LICENSEE is unable to maintain the Improvement Areas in a manner satisfactory to the CITY, LICENSEE shall re -landscape the Improvement Areas to a condition acceptable to the CITY at LICENSEE's sole cost and expense. 10. Control and maintain the Improvement Areas such that no landscaping or plant materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or encroaches across or onto any bicycle path, sidewalk, public access area, the street right-of-way from the edge of the curb/gutter to the center of any street right-of-way. 11. Conform to all applicable Best Management Practices set forth in the CITY'S Local Implementation Plan Section A-9, Existing Development Exhibit A-9.11, BMP Fact Sheet 1 C7 Landscape Maintenance and the Arboricultural and Landscape Standards Specification issued by the Department of Public Works. (b) Maintenance of Hardscape Material. LICENSEE's maintenance obligations shall include all concrete and enhanced handscaping material including all sidewalks, driveways, access ramps and stairs. Maintenance includes, but is not limited to, linear root barriers, concrete repair and replacement, grinding or patching variations in elevation of sidewalks and driveways for an acceptable riding surface, and the removal of dirt, debris, graffiti, weeds, and any other deleterious items or material on or about the sidewalks or driveways in an expeditious manner. (c) Utilities Serving the Improvement Areas. LICENSEE shall bear the expense of electricity and any other utility necessary to serve the Improvement Areas. LICENSEE shall be responsible for using such utilities in a secure and hazardless manner, complying in all respects with applicable codes and ordinances. (d) Signage. LICENSEE shall repair and maintain during the Term any signage constructed and installed on the Improvement Areas by LICENSEE. 6. PLANS AND SPECIFICATIONS. Throughout the Term, LICENSEE shall perform, at its sole cost and expense, any and all repairs, replacements or refurbishing to the Improvements which LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an operating condition, all in accordance with plans and specifications as submitted by LICENSEE to CITY, which plans and specifications shall be subject to the prior written approval of CITY. No changes, modifications, or alterations may be made to the Improvement Areas without the prior written consent of CITY. 7. MATERIAL ALTERATIONS. After the approval of the plans and specifications and the installation of the Improvements in the Improvement Areas in accordance with the plans and specifications, no material changes, modifications or alterations may be made to the Improvement Areas without the prior written consent of CITY. 4 13-3832/99136 8. CITY REQUIREMENTS. LICENSEE, or anyone performing work on behalf of LICENSEE, shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore, LICENSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper encroachment permit and comply with all other CITY requirements prior to performing any work on Improvement Areas in the public right-of-way. 9. CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at any time to ensure that LICENSEE is performing its obligations hereunder. CITY and LICENSEE shall negotiate in good faith to come to a mutual agreement as to the time and date for such inspections. 10. DAMAGE TO IMPROVEMENT AREAS. In the event any damage is caused to any pathways, sidewalks, curbs, gutters, street furniture, street lights, medians, streets or utilities as a result of the installation of the landscaped material installed on the Improvement Areas and/or the performance of the maintenance responsibilities of the Improvement Areas, LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts of any person to any portion of the landscaped area or in the event any equipment is broken or breaks or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will be considered destroyed for purposes of this Section 10. 11. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any damage is caused to any of the LICENSEE's Improvements within the Improvement Areas as a result of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or employees within the Improvement Areas, CITY shall promptly repair the same at its own expense. 12. COOPERATION. In the event both LICENSEE and CITY are required to repair damage to the improvements the parties shall cooperate with each other so as to minimize the costs incurred by each of them. 13. MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' lien(s) to be filed against the Improvement Areas by reason of any work, labor, services or material performed at or furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and expense, cause any mechanics' lien(s) which may be filed against the Improvement Areas to be released or bonded or affirmatively insured within sixty (60) days after the date of filing of such mechanics' lien(s). Nothing in this Agreement shall be construed as consent on the part of the CITY to subject the CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability under the mechanics' lien laws of the State of California. 14. ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to assign the License to any entity shall require the prior approval of CITY and is subject to the provisions set forth in Section 37 below. Notwithstanding the foregoing, assignment of the License to a LICENSEE affiliated entity shall not require prior approval of CITY. Other than the License granted hereunder, LICENSEE hereby expressly waives any claim to or interest or estate of any kind or extent whatsoever in the Improvement Areas arising out of the License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or arising at any future time. This License is appurtenant to the Property and may 5 13-3832/99136 not be separately assigned apart from the Property or the interests therein. LICENSEE shall give notice in writing to CITY of any such assignment and delegation; such notice shall include the mailing address of the delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants for itself and its successors and assigns, that conveyance of any interest in the Property shall constitute an assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this License, and upon such conveyance, the predecessor in interest of such assuming party shall be deemed relieved from any further obligations or responsibilities under this License. 15. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code §1861, LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said California Labor Code, which requires every employer to be insured against liability for workers' compensation. LICENSEE covenants that it will comply with such laws and provisions prior to conducting any activity pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury by accident, each occurrence, One Million Dollars ($1,000,000) bodily injury by disease, each employee, and One Million Dollars ($1,000,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies reasonably satisfactory to CITY. LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to provide such workers' compensation insurance for all of the subcontractors' employees. LICENSEE shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and LICENSEE shall similarly require all subcontractors to waive subrogation. 16. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 15 above and LICENSEE's covenant to indemnify CITY in Section 18 below, LICENSEE or its successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all activities to be performed in the Improvement Areas as contemplated herein, general liability insurance including coverage for bodily injury, property damage and motor vehicle coverage. All insurance shall be underwritten by insurance companies reasonably satisfactory to CITY. Said insurance shall name the CITY as Additional Insureds and shall specifically provide that any other insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be primary. Said policy of insurance shall pay on behalf of LICENSEE, its officers, agents, and employees, while acting within the scope of their duties, against any and all claims of liability arising out of or in connection with all activities to be undertaken by LICENSEE concerning the Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. LICENSEE shall require its insurer to waive its subrogation rights against CITY. 6 13-3832/99136 17. CERTIFICATE OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS. Prior to conducting any activity pursuant to this Agreement, LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy; and shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled or modified without providing notice to CITY in accordance with policy provisions. LICENSEE shall maintain the foregoing insurance coverage in force until the Term of this Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or its representative shall at all times have the right to demand a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as required hereunder, naming the CITY as Additional Insureds, shall be provided to the CITY Attorney for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement. 18. INDEMNIFICATION AND HOLD HARMLESS. LICENSEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims, judgments, penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys' fees, however caused, including those resulting from death or injury to any person (including without limitation any Indemnified Party), and damage to any property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by an Indemnified Party), which injury, death or physical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers, employees, agents, contractors, LICENSEEs, or invitees) concerning the Improvement Areas, caused in whole or in part by any negligent act or omission of the LICENSEE, any of its contractors, subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (collectively, the "LICENSEE Parties"), including but not limited to concurrent active or passive negligence of the LICENSEE Parties, except to the extent caused by the negligence or willful misconduct of CITY or any of its agents, contractors, subcontractors, officers, or employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct any defense required hereunder at its sole cost and expense. . 19. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or undertaken by it on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for CITY. 20. RULES AND REGULATIONS. LICENSEE agrees to obey and observe (and cause its officers, employees, contractors, invitees and all others doing business with LICENSEE to obey and observe) all rules and regulations of general applicability regarding the Improvement Areas as may be reasonably established by CITY at any time and from time to time during the Term of this Agreement. 21. DEFAULT. In the event LICENSEE does not perform, or cause to be performed, any of the Maintenance Responsibilities as contemplated by this Agreement, CITY shall first 7 13-3832/99136 provide written notice to LICENSEE in the manner and at the address for notices provided in Section 23, describing the alleged default by LICENSEE. If LICENSEE fails to cure said default within thirty (30) calendar days following the date of delivery of such notice of default, CITY may thereafter cause such maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and billed directly to the LICENSEE. Any invoice for such costs incurred shall include copies of paid invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30) calendar days following the date of receipt of invoice. In addition, one and a half (1-1/2%) interest per month shall be added for each month payment hereunder is due but unpaid. 22. APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Areas all municipal ordinances, and all state and federal statutes now in force and which may hereafter be in force, and shall fully comply, at its sole expense, with all regulations, orders, and other requirements issued or made pursuant to any such ordinances and statutes. All building permits, business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE. 23. NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE (as designated herein) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (i) postage prepaid, and depositing the same in the United States Postal Service, via certified or registered mail, or (ii) using nationally recognized overnight courier service, or (iii) via facsimile transmission (with a copy to also be placed in the United States Mail), and addressed as follows: TO CITY: TO LICENSEE: City of Huntington Beach HB Boardwalk, LLC 2000 Main Street c/o Sares-Regis Group Huntington Beach, CA 92648 18802 Bardeen Avenue Attn: Director of Public Works Irvine, CA 92612-1521 Tel: (714) 536-5431 Tel: (949) 253-0455 Facsimile: (714) 374-1573 Facsimile: (949) 873-7742 Attn: Project Manager TO FREEWAY: Freeway Industrial Park c/o Janette Trotter Ditkowsky 2032 La Colina Drive Santa Ana, CA 92705 Tel: (714) 742-4526 Any mailing address or telefacsimile number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A person may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a facsimile copy of the notice. 8 13-3832/99136 24. CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit, amplify, define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 25. RECORDATION. LICENSEE shall record this Agreement in the Official Records of the County of Orange, State of California. - 26. NON -EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all times be open to use by the general public. 27. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and use of the Improvement Areas it will not engage in, discrimination against any person because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex. 28. COOPERATION. LICENSEE shall in good faith cooperate in connection with its respective rights and obligations under this Agreement, including, but not limited to, performing any acts and executing any further documents that may be reasonably necessary to effectuate the purposes of or rights conferred under this Agreement. 29. SEVERABILITY. If any provision of this Agreement shall to any extent be deemed to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable provision, shall be valid and enforceable to the fullest extent permitted by law. 30. ENTIRE AGREEMENT. This Agreement, together with any attachments hereto or inclusions by reference, constitutes the entire agreement between the parties hereto relating to the rights herein granted and the obligations herein assumed, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties hereto with respect to the rights and obligations contained herein. Any oral representations or modifications concerning this instrument shall be of no force or effect except a subsequent modification in writing, approved by the CITY and signed by the parties to be charged. 31. ATTORNEY'S FEES. If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, each party shall bear its own attorneys' fees. The prevailing party shall not be entitled to recover its attorneys' fees from the nonprevailing party. 32. CITY RIGHT TO ENFORCE. Notwithstanding the provisions of Section 31 above, LICENSEE acknowledges and agrees that CITY has the right and standing, but not the obligation, to enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall provide CITY with, and at all times keep current, contact information for LICENSEE and any property manager acting on its behalf 9 13-3832/99136 33. GOVERNING LAW. This Agreement shall be governed, construed, interpreted, and enforced under and in accordance with and governed by the laws of the State of California. 34. AMENDMENTS. This Agreement may be amended, modified, and/or supplemented only by the written agreement of LICENSEE and CITY, or the successors and assigns of each. 35. COVENANTS. Each of the covenants set forth in this Agreement (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring any interest in any portion of any property benefited or burdened thereby, during the period of such person's or entity's ownership, and all of their respective successive owners and assigns; and (iii) shall be binding upon, and shall inure to the benefit of, the property benefited or burdened thereby and every portion thereof and interest therein. The License granted by this Agreement is subject to all matters of record as of the effective date of this Agreement. 36. DELEGATION OF AUTHORITY. CITY hereby delegates to its City Manager or his or her designee the authority to implement all provisions of this Agreement. 37. EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the provisions hereof, and neither for the benefit of nor give rise to any claim or cause of action by any other person. 38. SURVIVAL. All representations, warranties, waivers, and indemnities given or made hereunder shall survive termination of this Agreement. 39. AUTHORITY TO SIGN. LICENSEE hereby represents that the individual executing this Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform pursuant to the terms and conditions of this Agreement. 10 13-3832/99136 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on A LA6 tA<5;T 9--::?> 2013 LICENSEE: HB BOARDWALK, LLC, A Delaware Limited Liability Company By: GCE A--F-r e C44fi::) print name ITS: (circle one) Chairman/Presiden ice President By: print name ITS: (circle one) Secret Chief Financial 5cer/Asst. Secretary - Treasurer FREEWAY: FREEWAY INDUSTRIAL PARK, a California corporation CITY: CITY OF HUNTINGTON BEACH, a California municipal corporation "'' ® Mayor 11 IVITIATED AND APPROVED: Director of Public' or s REVIE ND APPROVED: Ci 4ger APPROVED AS TO F Eir IC Atto e print name t j ITS: (circle one) Chairma residers ice President ! print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer 11 13-3832/99136 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on A(it4Lh5:T 2-3 2013 LICENSEE: HB BOARDWALK, LLC, A Delaware Limited Liability Company By: ;�ef A-T�-r-AC446D - print name ITS: (circle one) Chairman/PresidentAiice President AND By: 15>-� ArrA--RE i,... .rP... ... .AA .ds. ..t•A. :�i ..,A4A+ +J.5W.. w>..- Ste. print nati:, ITS: {circlejone) Secreta L, h ef`F}nancial Officer/Asst. FREEWAY: FREEWAY INDUSTRIAL PARK, a California corporation print name' ITS: (circle one) Chairman6residen ice President AND, ITS (circle` on'e)'iSecretary/Chief Financial Officer/Asst. Secretary- Treasurer CITY: CITY OF HUNTINGTON BEACH, a California municipal corporation Mayor City Clerk INITIATED AND APPROVED: Director of Public Works REVIEWED AND APPROVED: City Manager APPROVED ASTO.FORM: City Attorney 11 13-3832/99136 ACKNOWLEDGMENT State of Califo> is ) County of ) On ��� Zo%3, before me,� �iiyert name of notary) Notary Public, personally appeared ilvu&#Ae- k) who proved to me on the basis of satisfactory evidence to be the person(s--whose name(S-) is/efe subscribed to the within instrument and acknowledged to me that he/key executed the same in his"her4heirauthorized capacityozs), and that by his/her4heir signature(s4 on the instrument the personH, or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ROBIN ESTANISLAU WITNESS my hand and official seal. a COMMISSION # 2017380 0 1 0 ' Notary Public - California a 0 0 / ORANGE COUNTY I�•(My C m piresApr. 1. 2017 Signature ACKNOWLEDGMENT State of California ) County of On , /,t- 6i Zo /?� before me,ri L .� (insert name of notary) Notary Public, personally appeared f0 A. A-) � h *-I who proved to me on the basis of satisfactory evidence to be the`person{o whose name4is/.af& subscribed to the within instrument and acknowledged to me that l3e/she/ttep executed the same in his/her/their-authorized capacity(ie,s}, and that by his�her/*&4-signatures) on the instrument the person(-s-), or the entity upon behalf of which the person(-sj acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ROBIN ESTANISLAU WITNESS my hand and official seal. _'' COMMISSION # 2017380 c, z = ^ Notary Public - California U ORANGE COUNTY V _ —I• v �.� - My Comm Expires Apr 1. 2017 Signature 12 13-3832/99136 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California�j �K� County of V i On-5 223 (3 before me,�- D to Here Insert Name and Title of the Officer personally appeared Aission Hitt Commission #► 19 .� Notary Public - California Z,. Orange County My Comm. Ez ires Dec 3, 20t6 of Signer(s) who proved to me on the basis of satisfactory evidence to be the personN whose nameN is/am_ subscribed to the within instrument and acknowledged to me that the/sheMiey executed the same in his/her/tft+r authorized capacity, and that by Ws/her/tom signatureN on the instrument the personN, or the entity upon behalf of which the personxacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ' Place Notary Seal Above Signature of Notaary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: O Corporate Officer — Title(s): O Individual O Partner —[]Limited []General Top of thumb here O Attorney in Fact O Trustee O Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): O Individual O Partner — O Limited ❑ General Top of thumb here O Attorney in Fact O Trustee O Guardian or Conservator O Other: Signer Is Representing: © 2010 National Notary Association - NationalNotary.org - 1-800-US NUTAHY (1-800-87(j-682/) HB BOARDWALK, LLC, a Delaware limited liability company By: Waterstone Apartment Partners, L.P., a California limited partnership, its manager By: Waterstone Investments, LLC, a Delaware limited liability company, its general partner By: Regis Homes, LP, a California limited partnership, its managing member By: Regis Contractors, Inc., a California corporation, its general partner By: Name: MICHAELT WINTER --- Its: VICE PRESIDENT HB BOARDWALK, LLC, a Delaware limited liability company By: Waterstone Apartment Partners, L.P., a California limited partnership, its manager By: Waterstone Investments, LLC, a Delaware limited liability company, its general partner By: Regis Homes, LP, a California limited partnership, its managing member By: Regis Conftser alifornia corporationer By: Name: WILL A J. THORMAHLEN Its: CHIEF FINANCIAL OFFICER CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Ore__A46-' CIVIL CODE § 1189 On S '2-C6 - 13 before me, ALtA i1 0t'� +' t4L -, K-��� +tBL( Ci Date Here Insert Name and Title of the Ufficer personally appeared M) %,t{AC-_L J • W J----C-� Name(s) of Signer(s) ALLISON HILL. - Commission * 1999857 i .� Notary Public • California i z Orange County My Comm. Expires Dec 3, 2016 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the persone, whose name(% is/afe subscribed to the within instrument and acknowledged to me that he/s4e44@* executed the same in his/keh14& authorized capacity*), and that by his/Iie�r signature on the instrument the person(;, or the entity upon behalf of which the person(Skacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _ Signature of No Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: LA-,,," /w - Ai A�Azovi — 2 Document Date: 9' 3 3 Number of Pages: 135 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top or thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2010 National Notary Association • NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA a',�, sy,,, ��>!'...�• �. _tea z� oa ,�a ,�a. _ za, za waSrr�,.�. �. zf,?sa as �Sti�3 �a. � ,���a.,�. �a� tip. �. �. �aZ� A� �.,:a - � ,za �an�ti . State of California County of 0120yJ6, P_ On AU4j t 4 `L . Ow before me, Li l,[ )A- 6 GdA'l�A ii Jt 7 Z� t I GC Date Here Insert Name and Title of the Offi cd r personally appeared lj -it 2 4-6--N Name(s) of Signer(s) LINDA S. WATSON ~' Commission # 1916867 z a - Notary Public - California zz i Orange County My Comm. Expires Jan 9. 2015 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the persono whose name($) is/are subscribed to the within instrument and acknowledged to me that he/sheAhey. executed the same in his/herAheir authorized capacity(�es), and that by his/her/tiefr signature,(a`j on the instrument the person(, or the entity upon behalf of which the persons') acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SignatureI - Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: z, 1r_24m Document Date: �l t( �j Number of Pages: J� Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General _ ❑ Attorney in Fact ° ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF'SIGNER .. of thumb here ©2007National Notary Association- 9350DeSoto Ave.,P.O.Box2402-Chatsworth, CA 91313-2402- www.Nationa]Notary.org Item#5907 Reorder: Call Toll-Free1-800-876-6827 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The land referred to herein is situated in the City of Huntington Beach, County of Orange, State of California, and as described as follows: That portion of Parcel 2, as shown on a map filed in Book 13, Page 6 of Parcel Maps, together with Parcel "A" on Exhibit "B-1" of Lot Line Adjustment No. 02-05 recorded October 31, 2002, as Instrument No. 20020954206, of Official Records, now more particularly described as follows: Parcel 1, as shown on Exhibit "B" of that certain Lot Line Adjustment No. 10-007, in the City of Huntington Beach, County of Orange, State of California, recorded May 4, 2011, as Instrument No. 2011000225797, of Official Records of said County. APN: 142-074-04, 14, 15, and 16 EXHIBIT "B" DEPICTION OF THE IMPROVEMENT AREA See attached. EXHIBIT B EDINGER AVENUE IMPROVEMENT AREA PER MAINTENANCE AGREEMENT SEE SHEET 2 APARTMENT BJMWE .'._ % j jCUFB I 8 I DRIVEWAY LEGEND I ! I > �i- AREAS LANDSCAPED TO BE MAINTAINED W r i AREAS HARDSCAPED TO BE MAINTAINED ... I fl SCALE: 1" =50> � -- J - - -- I �. GOTH ►R®-STRE� T "J SHEET 1 OF 4 a *x Win: I i � m t'4 - - - -------------- E)a8TM RUMAD MCM D R'I'V E VA ENTRANCE 7-1 1 V5, wH APARrMRfr ENTPANM 1RKK=D'E 8' CURB tl F7, III SEE SHEET 1 AREAS LANDSCAPED TO BE MAINTAINED AREAS HARDSCAPED TO BE MAINTAINED SCALE: 1"=50' -l- SHEET 2 OF 4 EXHIBIT B GOTHARD STREET IMPROVEMENT AREA PER MAINTENANCE AGREEMENT . ....... h. 77 APAWMEW ENTPANM Y=- X#M AREAS LANDSCAPED TO BE MAINTAINED AREAS HARDSCAPED TO BE MAINTAINED Al i q SHEET 3 OF 4 AREAS LANDSCAPED TO BE MAINTAINED AREAS HARDSCAPED TO BE MAINTAINED �w i cl SHEET 4 OF 4 1. 1: Requested by: Bob Milani, Public Works Development Services 9, Date: t?ctober 4, 201 13 e. ;game ,fcontractor/permittee: SaresRectis Gro��NB l��ardWalk� LLC) . Description of work toPerfor;be I reed: 1_rwcsscopelaintenac;e .Arareerr�ent for-continctous maintenance of landsca elhardseape in public r► ht-ot-way aienc tlt ec t frontage on Editi erAvenue and Gothard Street. 5. Value and length of contract: Perpetual malntenance of landsca e Lnd hardcape 6. Waiver/modification request: To Increase deductible from $5 000 to 10Clog r occurrence _ 7. Reason for request and why it should be granted: At Develdper's re nest Per 'reasons stated in attached letter 8, Identify the risks to the City in approving this waiver/modification`: That Sares-Re is Group would be unwillingor unable to make an necessary repair to d n�aged improvements nor pay the deductible for the insurance to cover said repair, The City would then be forced to make those repairs. - Department. Head Signature date — Insurance Waiu;"r Form Boardwalk LIMA " 10/412013 10`36-w AM SOM SUI.I.IVANCo Ri,.i s840N ROL INS PA NC SFPV IC CS. LLC Of,Anber 1, 2013 City of Huntington Beach 2000 Main Street Huntington Beach, CA92648 Re: Sares-Regis Group To Whom It May Concern: Sares-Regis Group, and its affiliated companies, procures comprehensive General Liability for its construction operations through Navigators Specialty Insurance Company. `I he program has a $10,000 deductible per occurrence;. This deductible cannot be amended or altered for specified projects during the policy term. Sares-Regis, and its affiliated companies, is a well -recognized organization in the multi -family sector and constructs many projects like this throughout California. In addition, it works with many major metropolitan cities which have no issue with the retention they utilize for their program. We ask you to kindly recognize the retention that is utilized. If you have any questions please feel free to contact us. Sincerely, Mio'tiael E. Isaacs Senior Vice President m isaacs{a)sullicurt.co m (949) 852-4887 1920 Main Street, Suite 600 0 Irvine, California 92614 ® T: 949.250,7172 F:949.852.9762 www,sullivancurfsmonroe.com A RIAPro%[ Member CA Lic #OE83670 L �� CERT�IFICA`TE OF LIABILITY INSURANCE DATE (MM,DD#YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ PRODUCER SullivanCurtisMonroe Insurance Services CONTACT NAr L_('hrystal.Roll.. 1920 au1 treef Suite 600 Irvine, CA 92614 IioNl..(nlc,Ne,Cxq;..949$ 74$.ay_.. E anAil..AnpaEss _.CCoil@suhicu.rt CQm __INSURER(S).AFFORDING .COVERAGE - NAICN Wtvwsullival)cLjs11s1VIOnroe.colm License ii OL-83570 _ INSURER a Nayigator�.St)eCialty_ I lsuranGe Co... INSUREn INsuRt r� B 11io,gm Oc�tn.lnSurallCe CQn1F t11y... Sares-Regis Group efal - 18802 Bardeen Avenue 1NsrnxE>?c _Naylgatol�,3nsurarlce C.onlpany _.._ .._.. Irvine CA 92612 IN ER n National Union1jr.e ins.Go of Pdtsburgh i'a ...... I INsuRI R r- .Lfoyds of London ...... WSU RER F (:rnVF=RA['F.q r.PPTIFIr ATr= MI rMRFR• 17anooIn RFl/ICIrIM I'dilKIRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED l'O THE INSURED NAMED ABOVE FOR IHE POI.ICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF.ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR FLT TYPE OF INSURANCE IAnUL Ifj SUER' --- - -- _ - POLICY NUMBER POLICYYYYI1 MMIDDlyYYY POLICY EXP MMfDD#YYYY LIMITS �$ Y1,000,000 A GENr:RALLIABILITY SF1 3CGL1 153671C 9/1/2013 9/1/2014 EACH OCCURRENCE COMMERCIAL GENERAL I,iA&CITY I $10,000 Ded per OGC P DAMA, ,_ TO RENTED 50,000 PEiEM'ES jra occurrence;, S J CLAIMS -MADE ,/ OCCUR _ _ 00 i MED EXP{Any one person) S 5,0 TRIAIncluded .. i i - - PL-RSONAL&ADVINJURY S 1000,000 ......2,000,000 �' GENERAL AUGREGAT C s ULN L AGGREGATE LIMIT APPLIES PER: r' �' %—!.l �«j T; j} po PRODUCTS COMf !Of AG_ G is 2,000,000 B POLICY PIz0- j I_oC AUTDM OBILE LIABILITY ' �J _ DXX809 �# 7„ iSRrf'i' /2013 9/1/2014 �S CflM&NLD SINGLErEMIT 1000,1}Q0 �,>.��Eaaccdeng�5 j - - ANY 01,, j. .. .. 1 Al_L OWNED - -� SCI If-n rt. v :'4f I I l BODE LY INJURY Per person) !a ( P i 1 F3ODELY INJURY Pe( nc.Ident) !!! AUTOS AUTOS . ....� I NDN-OWNED i hIJRED AUTOS I -.1 AUT OS ' F P'DPf RTY DAMAGE .df�et acadrlll) _. i S .. . _... ................ I � S C UMBRELLA LIAR ,/ I OCCUR API=X00031971737_ I , 9/1/2013 1 9/1/?_014 I FACH OCCURRLNGE S _ .._ 10,000,000 EXCESS LIAB C LAIMS-MADE f AGGREGATr 15 l 10 000,000 l—.. _.._ _.._ DLD I.✓.jR51LNTION$None �5 I S 5 D WORKERS COMPENSATION IVVC15655958 9/1/2013 9/1/2014 WDSTATU- I%R"_ ✓ l_ORY LIMITS. R EI AND EMPLOYERS' LIABILITY IN _ - ANY PROPRIETORtPARTNEWEXECUT VE —` OFFICER#MEMBER EXCLUDED? [YN� N 1 A I r L EACH ACCIDENT S 1,000,000 {Mandatory in NH) - F I DISEASE EA EMPLDYEE $ 000 000 If yes, describe under DESCRIPTION OFOPERATIONS belay E.L. DISEASE -POLICY LIMIT _ .1 S 1,000.000 E Construction Profession Management ANE122512413 f 2/1/201a 2/1/2014 1,000,000 Each Claini/Aggregate I Deductible $75.000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required) Encroachment Permits for the policy period Certificate holder is included as additional insured per attached endorsements Regis Contractors LP is included as Additional Named Insured Revised Certificate voids and supersedes previously issued CERTIFICATE HOLDER CANCELLATION Encroachment Permit SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach, Its officers THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN elected or appointed officials, employees, agents ACCORDANCE WITH THE POLICY PROVISIONS. and volunteers AUTHORIZED REPRESENTATIVE 2000 Main St Huntington CA 92648 Terry Sitzmann @ 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CKRT NU.: I7609li1.0 Ahryr(.a1 9/1.7/:kW3 R:: 19 00 A?4 2 e_: 12 S,, efcs lc:gis Group eta] 9/12/2013 SI-13CGI-1153671C COMMERCIAL GENERAL LIABILITY NPC 715 07 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: ALL COVERAGE FORMS If you are required by written contract to provide Notice of Cancellation (for reasons other than non- payment or premium or deductible reimbursement) to any additional insured or "certificate" holder under this policy, we agree to provide such Notice stating when, no less than 30 days from the date of mailing, such cancellation shall take effect. You agree that as a condition precedent to LIS providing such notice, you will provide us with a complete list of such additional insureds or "certificate" holders including appropriate designees and complete mailing addresses. Such list shall be provided no less than 7 days from the date it is electronically requested, Such list shall be in a format acceptable to us. If notice is mailed, proof of mailing is sufficient proof of notice. For purpose of this endorsement, "certificate" shall mean a certificate of insurance issued as evidence of this insurance. NPC 715 07 11 (TRT 140.: 376(19A I Chry"..J ii(It (- 1/]2/lGI"5 e:34:OQ AM Faye 2 of 12 Page 1 of 1 Sares-Regis Group eta[ 9/12/2013 POLICY NUMBER: SF1 3CGL1 153671C COMMERCIAL GENERAL LIABILITY CIS 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A This endorsement modifies insurance provided under the folowng; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Narne Of Additional Insured Person(s) I Or Oraanizationtsl: I Location(s) Of Covered Operations elected or appointed officials, employees, agents and volunteers 2000 Main St Huntington CA 92648 [Information required to complete this Schedule, if not shown above, will be shown in the Declarations. j A. Secilon it — Who is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only vAth respect to liability for "bodify injury`, "property dainage" or "personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 S. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after. 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project 0 ISO Properties, Inc., 2004 "R7N(1.: 3.7609830 ('111y:--11 R(At. !fjl;./ZC3'. 8:34:00 AM Page 1 of 22 Page 1 of 1 Cl Sares-Regis Group eta] POLICY NUMBER SF1 3CGLI 1 53671C q/112013 9/112014 COMMERCIAL (iENERAL IAAFMILD-Y Co 20 U G7 U-1 MIS ENDORSEMENT CHANGEST'RE POUGY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- t')WNERS, CONT RACTOIRS - COMPLETED 0PEF,,ljtQ'l0N,1,3 ThI3 andorsemo.,W rnfxfific):? lm wmco lxovjc4A mdj. itle 104--virlo: CO -NA; RCIAL Gl�"NERAL LblBIUTYCOVERAGr- PART SCHE-MAX, S9,010.) A - Who la An Insuran 3b anion led to Indthda as an ac;dklonaf inured fbe persoj-t(r,) or 640M in tits SchWolvi, but only with mspac4 to RaNINty for "bodily ln)uy or *property dam- ag,i' caused, In Whit-0 or In part, by *ycxu work" at the looalloil dasIgnated aild dmcrlbtid in thli sch-.d- uW of Vila findomOrtlent pPmlorme-d for Ilial aMthjai Inswod arvJ imikxia4 fn the OpeTabMS IlMra'. GG 20 37 07 04 -0 ISO Properties, Mc,, 2004 W1. : 1,7609R.10 clt'Y£L.l lwt.t S;311:00 hm 5 "L 22 pagj� I of 1 0 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsemeni changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. 0 he `:apowing "aliaching ciav,ie` read W ccxnp3ol�d =y alien 5-ris eT4�Orsdn-lwll is iss::ed subsequent to Art riwaticn of il're VDficy). [his endorsement, effective 12:01 AIA 9/1/2013 forms a part of Policy NO, WC15655958 issued to 5ares-Regis Group etal By We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such poison or organization. The additional premium for this endorsement shall be 2 % of the total estimated workers compensation premium for this policy. WC 04 03 61 Countersigned by (Ed. 11/90) Authorized Representative chug NO.: 17609610 Chrr y.^.I-1 P1-11 9/12/2073 8::y5: UC Jrl, r'agi b G7. 32 0 i N u 0 0 SftrCs-Regis Groul) etal Dxxs0950908 911212013 FleetCover& Endorsement - CA 70 18 03 10 Policy Amendment(s) Commercial Business Auto Coverage Forn - Motor Canier Coverage 1"orm A. Broadened Narned Insured Section II - Liability Coverage, A. Coverage, I Who Is An Insured, the following is added: Any organization you own on the niception of this policy, or newly acquire or form during the policy period, and over which you maintain during the policy period, majority ownership or majority in- terest will qualify as a Named Insured if: (1) 'There is no other similar insurance available to that organization; and (2) The first Named Insured shown in the Me- larations of this policy has the responsibility of placing insurance for that organization; and (3) The organization is incorporated or organized under the laws of the United States of Amer- ica. However: (a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (b) Coverage under this provision does not apply to bodily injury or property damage that re- sults from an accident that occurred before you acquired or formed the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and (d) Coverage under A,()), (2) and (3) above does not apply to any organization that is covered as all insured tinder "my other autonnobile li- ability 'insurance policy whose limits of insur- ance have bccrl exhausted or whose insurer has become insolvcnt. B. Broadened Who Is an Insured 1. Form CAOOOI (it' attached to this policy), Section II - Liability Coverage, 1. Who Is An Insured, item b.(2) is deleted, and d. is added as follows: d. Your employee while using with your permission his awned auto, or an auto owned by a member of his or her house- hold, in your business or your personal affairs, provided you do not own, hire or borrow that auto. 2. Form CA0020 (if attached to this policy), Section It - Liability Coverage, 1. Who Is An Insured, item b.(2) is deleted, and f. is added as follows: Your employee or agent while using with your permission ))is owned private pas- senger type auto, or a private passenger type auto owned by a member of his or her household, in your business or per- sonal affairs, provided you do not own, ]ire, or borrow that auto. C. Additional Insured Coverage and Waiver of Subrogation 1, Form CA0001 (if attached to this policy), section II - Liability Coverage, 1. Who Is An Insured, the following is added as item e.; and form CA0020 (if attached to this policy), Section II - Liability Coverage, I. Who Is An Insured; the followinng is added as item g.: This Form must be attached to Changc Fndorsement when issued afler the policy is written. one of the Fireman's Fund Luurancc Cmnpanics as named in tine policy .;�� I � . 1­1t�- . Secretary CA7018 3-10 CER'7 NO.: 17609e1.o t71r-yv 3 R—i- 9/1.2/2013 U::11.:00 AM N,9G -- 12 President Page I of 7 Any person or organization with respect to the operation, maintenance, or arse, of a cov- ered auto, provided that you and such person or organization have agreed under an ex- pressed provision in a written insured contract or written agreement, or a written pernut is- sued to ,you by a governrrrental or public au- thority, to add such person, organization, or governmental or public authority to this pol- icy as an insured. However, such person or organization is an insured: (1) Only with respect to the operation, maintenance, or use, of a covered auto; and (2) Only for bodily injury or property dam- age caused by an accident which takes place after: (a) You executed the insured contract or written agreement; or (b) The permit has been issued to you. 2. Dorm CA0001 (if attached to this policy), Section IV - Iiusiness Auto Conditions, A. Loss Conditions, item 5.; and form CA0020 (if attached to this policy), Section V - Motor Carrier Conditions, A. Loss Conditions, item 6.; the following is added: Waiver of Subrogation If required by a: a. Written insured contract or written agreement executed prior to the accident; or b. Written permit issued to you by a gov- ernmental or public authority prior to the accident; we waive any right of recovery we may have against any person or organization named in such contract, aggeement or permit, because of payments we make for injury or damage arising out of the ownership, maintenance or use of a covered auto, . D. Auto Medical Payments - Increased Limit For each covered auto described in the Declara- tions or shown in the Schedule as having Auto CA70I$ 3-10 CER'1' NO.: ).'/G(19 6i0 Ch] Y11'.sl Ro'M: S/17/"I. EzI.:1 8:34:00 AM I>a.;e 7 r,,12 Medical Payments Coverage, the Medical Pay- ments Urnit of lasurance for those autos is revised to the greater of: 1. S5,000; or 2. ']'he limit shown in the Declarations l'. Ifired Auto Physical Dainage Coverage and ions of Use 1'sxpenses Hired Auto Physical Damage Coverage If Physical Dainage Coverage is provided by this policy on your owned covered autosc, the following applies: Any auto that you lease, hire, rein or borrow without a driver, will be covered under this policy for Physical Damage Coverage. However airy such auto: I. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos; 2. Will be subject to the same applicable deductible shown in the Declarations that applies to your most similar owned covered auto, except arty Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and 3. The most we wilt pay for any one loss in any one accident is the lesser of the following: a. Actual cash value of the damaged or stolen property as of the time of the loss as determined by us; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning.with the date of loss, subject to a maximum of $500. However: 1. If form CA0001 is attached to this policy, this coverage does not apply to autos you lease, ARM hire, rent or borrow from any of your employees, partners (if you are a partnership), members (if you are a limited liability com- pany) or members of their households; and Page 2 of 7 ro u N N O 2. If form CA0020.is attached to this policy, this coverage does not apply to any private pas- eirger type auto you lease, hare, rent or bor- row from any member of'your household, any of your employees, partners (if' you are a partnership), members (if you are a limited liability company), or agents or rrrc¢nbcrs of their households. Hired Auto Lots of Use Experis_—s Dorm CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage,' A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenscx; is deleted and replaced by the following: Conditions, 7. Policy Period, Coverage Territory, b.(S).(a)i is replaced by the following: (a) A covered auto of the private passenger type is leased, lured, rented or borrowed without a driver for a period of 180 days or Iess; And G. Coniraunicatioa Equipment Coverage L Dorm CA 0001 (if' attached to this policy), section 'III - Physical Damage Coverage, G Limit of Insurance, Paragraph 2, is deleted and replaced by the faflowing: b. For I fired Auto Physical Damage, we will pay 2 expenses for which an Insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered anto; (2) Specified Causes of Loss only if' the Declarations indicate that Specified Causes of Loss is provided for any cov- ered auto; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered auto. However, the mist we will pay f'or any ex- penses for foss of use is $100 per day, to a maximum of $1,000. F. Coverage Territory - hired Auto Form CA 0001, (if attached to this policy), Section IV - Business Auto Conditions, B. General Condi- tions, 7. Policy Period, Coverage Territory, b.(5) (a) is replaced by the following: (a) A covered auto of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 180 days or less; and Forrn CA0020 (if attached to this policy), Section V - Motor Carrier Conditions, B, General CA7018 7.10 C'7:R'1' 271l.; 17 F 6.1tllo ChIY1.t'.a1, Rot-1. 9/2:/:(013 1l::a4:00 AN N'ah e of 32 2, $1,500 is the most we will pay for loss in any one accident to all electronic equip- nieni that reproduces, receives or trans- mits audio, visual or data signals which, at the tune of the foss, is: Form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, I..imhs of Insurance, Paragraph 2. is deleted and replaced by the fbllowing: 2. $1,500 is the most we will pay for looms in any one accident to all electronic equip- ment that reproduces, receivcs or trans- mits audio, visual or data signals which, at the time of the loss, is: It 'Tapes, Records, CDs and DVD Coverage A, Under Comprehensive Coverage, we will pay for loss to tapes, records, discs or other similar devices used with audio, visual or data elec- tronic equiprneni. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices- 1. Are your property, or that of a family member; and 2. Are in a covcrcd auto at the time of a foss. 13. The most we will pay for loss is $250. C. Physical Damage Coverage provisions ripply to this coverage, except that no deductible applies. 1. Personal Effects Coverage Dorm CAOOOI (if atlaehed to this policy), Section III - Physical Dainage Coverage, A. Coverage, 4. Coverage Extensions; and form CA0020 (if at- tached to this policy), Section IV - Physical Page 3 of 7 Damage Coverage, A. Coverage, 4. Coverage Fx- (1) We will pay only for those expenses in - tensions; i£eru d. is added as follows: curred by you that begirt 24 hours after d, Personal Effects Coverage the covered loss. We will pay up to $500 for lose for clothing (2) We will cease paying for those expenses, items or other personal effects that are owned regardless of the policy's explra€ion date, by axi insured and are in an Owned auto at the at the earlier of the: following dates: lime of a covered loss. (a) The number of days reasonably re - Personal 1 c.rsonal Effects do not include audio visual to repair or replace the eov- or electronic devices, money, giftcards, sccu- Bred auto. If loss is caused by theft, 1 "l cities, jewelry, or tools. thus auto, days is added to the number of days it takes to locate and This coverage is excess over any other collec- return the covered auto to you; or tible insurance. (b) 45 days from the date this coverage No deductible applies to this coverage. begins. .l. Airbag ('overage (3) Our payment is limited to the Icsser of €Ire following amounts: 1. Form CA0001 (if attached to this policy) Section III - Physical Dainage Coverage, 13. (a) Necessary and actual expenses in- ExcIusions, 3.a.; and form CA0020 (if at- curred by you; or tached to this policy), '.section IV - Physical Damage Coverage, 13. Exclusions, 3.a.; the (b) $1,500, following is added: (4) This coverage does not apply while there klowever, mechanical breakdown does not are splice or reserve autos available to you inea:n the unintended discharge -of an airbag, I'or your operations, provided that any loos,,; covered under this provision is excess over any other collectable (S) if loss results from the total theft of- a insurance or warranty designed to cover such covered private passenger type auto (if unintended discharge. CA0020 is attached to this policy), or a K. Rental Reimbursement covered private passenger auto (if CA0001 is attached to this policy), we Dorm CA0001. (if attached to this policy), Section will pay under this coverage only that III - Physical Dainage Coverage, A. Coverage, 4. amount of your covered rental expenses Coverage Fxtensions; and form CA0020 (if at- or additional transportation expenses tached to this policy), Section IV - Physical Dam- which are not already provided for under age Coverage, A. Coverage, 4. Coverage the Physical Damage Coverage Exten- Extensions; item c. is added as follows: lions. C. Rental Reimbursement or Transportation 11. Extended Towing Coverage Expenses If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and additional transportation expenses, incurred by you. This payment applies in addition to the oth- erwise applicable amount of each coverage you have on the covered auto, No deductible applies to this coverage. However: CAME 3-10 G:H'}W.: 1"!(09N 10 0—ym.1 Hotf. 9/32/2013 1!:34:00 1,11, PagR 9 oC 22 I. Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A. Coverage, 2. Towing, is replaced by the fol- lowing: 2. Extended 'Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. I lowever: Page 4of7 a. All labor must be performed at the place of disablesirent; and b. It' the covered auto is of the private _— passenger type, rno deductible ap- plies-, and _ C. If the covered auto is not of the pri vate passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the pri- vate passenger type and the disable- __ _ ment results from a loss covered under Section III - Physical Damage Coverage, A. Coverage, Paragraphs - — 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage. . For purposes of this coverage, disable - merit means a breakdown of the covered auto including mechanical breakdown, engine failure, or tire blowout, where re- pairs cannot be made roadside and a tow is required to remove the auto frorn the roadway and to seek additional services p :and repair. 4 2. Forsn C:A0020 (if' attached to this policy), N Section IV - Physical Damage (:overage, A. - Coverage, 2. Towing - Private Passenger Au- tos, is replaced by the following: 2. I.:xtended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the x place of disablement; and b. If the covered auto is of the private passenger type no deductible applies; o and a c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the pri- N vati: passenger type and the disable- ment results from a loss covered n a C]A7018 3-10 crux NO.: I7e09AIO rhrystal Ros, e:34:U0 AM rage 10 — 3' under Section III - Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the lixtended Towing Coverage. f'or purposes of this coverage, disable- meni means a breakdown of the covered auto including mechanical breakdown, engine failure, or lire blowout, where re- pairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. M, Cancellation - 120 Days Notice if we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing ad- dress known to us, written notice of cancellation at least 120 days prior to the effective date of can- cellati6n. N. Supplementary Payments - Increawd Limits Section II - Liability Coverage, 2, Coverage Ex- tensions, a. Supplementary Payments, items (2) and (4) are replaced by the following: (2) Up to $2,500 for the cost of bail bonds (in. - eluding bonds for related traffic law vio- lations) required because of an accident we cover. We do not have to fumish these bonds. (4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work. 0. Duties in the Event of Accident, Claim, Suit or Loss - Amended Form CAOOOI (if attached to this policy) Section IV - Business. Auto Conditions, A. Loss Condi- tions, item 2, a.; and form CA0020 (if attached to this policy) Section Y - Motor Carrier Conditions, A. Loss Conditions, item. 2. a.; is replaced by the following: a. In the event of accident, claim, suit or loss, you must promptly notify us or our author- ized representative when it becomes known to: (1) You, if' -you are an individual; Page 5 of 7 (2) Your partner or member, if you are a partnership or joint venture--, (3) Your member, il' you are a limited liabil- ity company; (4) Your executive officer if' you are :in or- ganization other than a partnership, joint venture or limited liability company; or (5) Your authorized representative or insur- ance manager. Knowledge of an accident, claim, suit or loss by other persons does not imply that the persons listed above have such knowledge. Notice should include: (1) blow, when and where the accident or toss occurred; and (2) The insured's name and address; and (3) To the extent possible, the names and address of any injured persons and witnesses, P. Unintentional Failure to Disclose Hazards Dorm C.CA0001 (il' attached to this policy), Section IV - Business Auto Conditions, B. General Condi- tions, item 2,; and form CA0020 (if attached to this policy), Section IV - Motor Carrier Conditions, 13. General Conditions, item 2.; the following is added: However, if you unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Fonn because of such failure, • This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -rene- wal. Q. Fellow Employee Coverage Section IX - Liability Coverage, B. Exclusions, 5. Fellow Employee, the following is added: However, this exclusion does not apply if the bodily injury results from the use of' a covered auto you own or hire, and provided that any cov- erage under this provision only applies in excess over any other collectible insurance. CA7019 3•I0 CERT 140- IW.09810 Gll: )•:::.:a W;L! 9/11/2G13 6:3•1:00 AM P.9, ,il UL 11. It. Limited Mexico Coverage WARNING AUTO ACCIDENTS IN MEXICO ARE, SU13- JEC1" TO 'THE' LAWS OF MI XICO ONLY - NOT "I HE LAWS OF THE' UNITED STATES OF AMERICI. THE REPUBLIC OF MEX- ICO CONS]DERS ANY AUTO ACCIDI NI' A CRIMINAL OFFENS17 AS WELL AS A CIVIL MA'171 R. IN SOME CASES THE, COVERAGE PRO- VIDLD HERE MAY NOTBE RECOGNIZED I3Y THE MI3XICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLE- MENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PUR- (:I-IASING AUTO COVISRAGI, FROM A LICI NSED MEXICAN INSURANCE COM- PANY BE1<ORE DRIVING IN MEXICO. r: Tf-HS ENDORSEMENT DOES NOT APPLY `CO ACCIDENTS OR LOSSES WHICH OC- CUR OUTSIDE OF 25 MILES FROM THE BORDER OF THE UNITED STATES OF AMI", RICA. 0. Form CA0001 (if attached it) this policy), Seefion IV - Business Auto Conditions, 13. General Conch - lions, item 7.; and form CA0020 (if attached to this policy), Section V - Motor Carrier Condi- tions, B. General Conditions, item 7.; the follow- ing; is added: The coverage territory is extended to include Mexico, but only: a. For accidents or losses occurring within 25 miles of the United States border; and b. For trips into Mexico cif 10 days or less; and c. If the covered auto is principally garaged and principally used in the United States; and d. If' the insured is a resident of' the United States, If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the cov- ered auto must be repaired in Mexico in order to Adshk be driven, we will riot pay for more than the actual cash value of'such loss as determined by us at the nearest United States point where the repairs can be made. Page 6of7 Any insurance provided under this provision will be excess over any other collectible insurance. S. E tended Glass Coverage Forrn CA0001 (if attached to this policy), Station III - Physical Damage Coverage, A. Coverage, item 3.a.; and form C:A0020 (if attached to this - - policy), Section IV - Physical D.unage Coverage, --_ = A. Coverage, item 3.a.; is replaced by the follow- ing: a. Glass breakage. If glass must he replaced, the _ deductible will he $100 or the deductible shown in The Declarations, whichever is less. - — If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. T. Broadened Definition of Bodily Injury Form CA0001 (if attached to this policy), Section V - Definitions, item C.; and Form C:A0020 (if at- tached to this policy), SLCTION VI - DEFI- NITIONS, item C.; is replaced by the following: o C. Bodily Injury means bodily injury, sickness or disease sustained *by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or di- sCaSe. t1, Customer Lease or Loan Physical Damage Cover- age Extension Form CA000I (if attached to this. policy), Section III - Physical Damage Coverage, C. Limit Of In- surance; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, C. Limits Of Insurance; item 5, is added as follows: z S. If your covered owned auto is: (1) Shown' in the Schedule and designated as covered for Physical Damage Cover- age; and (2) Shown in this policy as having a loss payee or additional -insured -lessor; and (3) Incurs a covered total loss; K u CANTS ]-10 N O O CERT ND.: ).'740.'i kll0 Chayt:t �3 a?:.34:00 All, Dtaq� 32 of )1 we will pay the greater of: (a) The actual cash value, as deternuned by us, of the damaged or -stolen property as of the time of the total loss; or (b) The outstanding; indebtednm5 under the ioilial finance agreement for The covered auto and its equipment. As used here, outstanding indebtedness means the amount you owe on the finance agree- meat at the time of total lass: (i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease termination fees; and (h) Less any administrative costs or overhead fees assessed by the finance company who has leased the covered auto to you; and (iii) Less security deposits not returned by the lessor; and (iv) I.kss costs for extended warranties, Credit Life Insurance, Health, Aceident or Dis- ability Insurance purchased with the loan or Lease; and (v) Less carry-over balan= from previous loans or leases. V. Two or More Deductibles Section III - Physical Dainage Coverage, D. De- ductible, the following is added: If another Fireman s Fund Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the sarne acci- dent or loss, the following applies: (1) If the deductible under this Busitims Auto Coverage Form is the lesser of (or least) de- ductible, it will be waived. (2) If the deductible under this Business Auto Coverage Dorm is not the lesser, (or least) de- ductible, it will be reduced by the amount of the lesser (or least) deductible.. Page 7 of 7 FIB boardwalk, LLC (a Delar-vare limited liability company) Financial Statements October 31, 2013 (UMIUdited) IAB Boardwalk, LLC (�r Delc wore limited bubilih, eonlpan ) Balance Sheet October 31, 2013 (UlIaudited ) ASSETS Cash 423,392 Multifamily real estate 61,572.212 Total assets $ 61,995,604 LIABILITIES AND MEMBERS' EQUITY Liabilities Notes payable $ 15,472,457 Accounts payable - ACCrUed interest payable 28,446 15,500,903 Members' Ilyuily Members' equity 46,494,701 "Fatal liabilities and members' equity $ 61,995,604 Item 16. - 42 HB -230- Huntington Beach Planning Commission 2000 MAIN STREET CALIFORNIA 92648 NOTICE OF ACTION February 9, 2011 Sares-Regis Group 18825 Bardeen Avenue Irvine, CA 92714 SUBJECT: SITE PLAN REVIEW NO. 10-004 (BOARDWALK MIXED USE PROJECT) APPLICANT: Sares-Regis Group, 18825 Bardeen Avenue, Irvine, CA 92714 PROPERTY OWNER: Freeway Industrial Park, 2032 La Colina Drive, Santa Ana, CA 92705 REQUEST: To develop a mixed use project consisting of 487 apartment units, 10,000 square feet of ground -floor commercial area, 4,500 square feet of leasing office area, a 0.50-acre public open space area, private recreation amenities and associated infrastructure and site improvements on the 12-acre project site. LOCATION: 7441 Edinger Avenue, Huntington Beach, CA 92647 (northeast of the intersection of Edinger Avenue and Gothard Street — former Levitz Furniture site) DATE OF ACTION: February 8, 2011 On Tuesday, February 8, 2011, the Huntington Beach Planning Commission took action on your application, and your application was conditionally approved. Attached to this letter are the findings and conditions of approval. Please be advised that the Planning Commission reviews the conceptual plan as a basic request for entitlement of the use applied for and there may be additional requirements prior to commencement of the project. It is recommended that you immediately pursue completion of the conditions of approval and address all requirements of the Beach and Edinger Corridors Specific Plan and Huntington Beach Zoning and Subdivision Ordinance in order to expedite the processing/completion of your total application. The conceptual plan should not be construed as a precise plan, reflecting conformance to all Specific Plan and Zoning and Subdivision Ordinance requirements. Under the provisions of the Beach and Edinger Corridors Specific Plan, the action taken by the Planning Commission becomes final at the expiration of the appeal period. As specified in the Beach and Edinger Corridors Specific Plan, the property owner or a City Council member may file a written notice of appeal to the City Clerk within ten (10) calendar days of the date of the Planning Commission's action. The notice of appeal shall include the name and address of the appellant, the decision being appealed, and the grounds for the appeal. Said appeal must be accompanied by a filing fee of Three Thousand, Forty Five Dollars ($3,045.00). In your case, Phone 714-536-5271 Fax 714-374-1540 www.surfcity-hb.org HB -231- Item 16. - 43 Notice of Action: SPR 10-004 February 8, 2011 Page 2 the last day for filing an appeal and paying the fling fee is Friday, February 18, 2011 at 5:00 PM. Provisions of the Beach and Edinger Corridors Specific Plan are such that any application becomes null and void one (1) year after final approval, unless actual construction has started. "Excepting those actions commenced pursuant the California Environmental Quality Act, you are hereby notified that you have 90 days to protest the imposition of the fees described in this Notice of Action. If you fail to file a written protest regarding any of the fees contained in this Notice, you will be legally legally barred from later challenging such action pursuant to Government Code §66020." If you have any questions, please contact Jennifer Villasenor, the project planner, at JVillasenor@surfcity-hb.org or (714) 374-1661 or the Planning Division Zoning Counter at (714) 536-5271. Sincerely, Scott Hess, AICP, Secretary Planning Commission By: Mary B h Bro4ren, Planning Manager SH:MBB:JV:kdc Attachment: 1. Findings and Conditions of Approval — SPR No. 10-004 2. Mitigation Monitoring and Reporting Program — EIR No. 10-002 c: Honorable Mayor and City Council Chair and Planning Commission Fred A. Wilson, City Manager Scott Hess, Director of Planning and Building Bill Reardon, Division Chief/Fire Marshal Mike Ugliotta, Deputy City Attorney III Debbie DeBow, Principal Civil Engineer Mark Carnahan, Inspection Manager Jennifer Villasenor, Senior Planner Property Owner Project File Item lb. - 44 HB -22- ATTACHMENT NO. 1 FINDINGS AND CONDITIONS OF APPROVAL SITE PLAN REVIEW NO. 10-004 FINDINGS FOR APPROVAL — SITE PLAN REVIEW NO. 10-004: Site Plan Review No. 10-004 for the construction of a mixed use development consisting of 487 multi -family residential units and 14,500 square feet of commercial area and associated improvements including a 0.5-acre public open space area, will not be detrimental to the general welfare of persons working or residing in the vicinity or detrimental to the value of the property and improvements in the neighborhood. The mixed -use residential and retail development, with the recommended conditions of approval, incorporates architectural and design elements that provide maximum compatibility of design with the existing and anticipated development surrounding the project site, promotes pedestrian accessibility, and promotes the image of the Huntington Beach "Surf City" lifestyle. Structures on the project site are four stories in height and feature enhanced building materials and colors, building recesses and fagade offsets, and variation in massing composition. The project's conformance to the Beach and Edinger Corridors Specific Plan (BECSP) further ensures that the form, height, and architectural design convey an overall high level of quality. New streetscapes that incorporate public sidewalks and landscaping areas will ensure connectivity with the adjacent developments and provides maximum accessibility to the 0.5- acre public open space area. 2. The project will not adversely affect the Circulation Plan of the BECSP. The project will provide new streets and improvements to existing streets pursuant to the BECSP development code. The improvements to Edinger Avenue and Gothard Street as well as the new streets create more compact blocks to establish a public realm that focuses on pedestrians rather than vehicles. The streets provide connectivity to the existing street network and allow for extension of vehicular and pedestrian access as future developments are proposed. The new streets provide two-way drive aisles consistent with the City standard and feature on -street parking on both sides and public frontage treatments incorporating minimum six-foot wide sidewalks, street trees and planting areas. The project also provides for pedestrian and bicycle connections to adjacent developments to the north and south and would pay fees commensurate with the project's contribution of traffic on the area -wide roadway system. 3. The proposed mixed use development will comply with the provisions of the BECSP development code as specified in the Town Center — Core and Town Center — Neighborhood segments. In addition, the project meets all applicable provisions of Titles 20-25 of the Huntington Beach Zoning and Subdivision Ordinance. The proposed project meets code requirements in terms of building height, massing and volume, setbacks, landscaping, streetscapes, public and private open space, parking and building placement. 4. The granting of the site plan review will not adversely affect the General Plan. It is consistent with the Land Use Element designation of Mixed Use — Specific Plan Overlay — Design Overlay on the subject property. In addition, it is consistent with the following goals and policies of the General Plan: G:\PCMA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.1 H -2 - Item 16. - 45 A. Air Quality Element Goal AQ 1: Improve regional air quality by a) decreasing reliance on single occupancy vehicular trips, b) increasing efficiency of transit, c) shortening vehicle trips through a more efficient jobs -housing balance and a more efficient land use pattern, and d) increasing energy efficiency. Policy AQ 1.10.1: Continue to require the utilization and installation of energy conservation features in all new construction. B. Circulation Element Goal CE 2: Provide a circulation system which supports existing, approved and planned land uses throughout the City while maintaining a desired level of service on all streets and at all intersections. Obiective CE 3.2: Encourage new development that promotes and expands the use of transit services. Policy CE 6.1.6: Maintain existing pedestrian facilities and require new development to provide pedestrian walkways and bicycle routes between developments, schools, and public facilities. C. Growth Management Element Policy GM 1.1.7: Ensure that new development site design incorporates measures to maximize policing safety and security. Policy GM 2.1.4: Ensure that new development site design incorporates measures to maximize fire safety and prevention. D. Housing Element Goal H 2: Provide adequate housing sites to accommodate regional housing needs. Goal H 3: Assist in development of affordable housing. Policy H 2.2: Facilitate the development of mixed use projects in appropriate commercial areas, including stand-alone residential development (horizontal mixed use) and housing above ground floor commercial uses (vertical mixed use). Establish mixed use zoning regulations. Policy H 3.1: Encourage the production of housing that meets all economic segments of the community, including lower, moderate, and upper income households, to maintain a balanced community. E. Land Use Element Goal LU 4: Achieve and maintain high quality architecture, landscape, and public open spaces in the City. G:\PC\NOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.2 Item 16. - 46 HB -23 - Goal LU 4.2.4: Require that all development be designed to provide adequate space for access, parking, supporting functions, open space, and other pertinent elements. Goal LU 7: Achieve a diversity of land uses that sustain the City's economic viability, while maintaining the City's environmental resources and scale and character. Goal LU 8: Achieve a pattern of land uses that preserves, enhances, and establishes a distinct identity for the City's neighborhoods, corridors, and centers. Policy LU 8.1.1: Accommodate land use development in accordance with the patterns and distribution of use and density depicted on the Land Use Plan Map, in accordance with the principles discussed below: a. Not applicable b. Vary uses and densities along the City's extended commercial corridors, such as Beach Boulevard. c. Increase diversification of community and local commercial nodes to serve adjacent residential neighborhoods. e. Intermix uses and densities in large-scale development projects. f. Site development to capitalize upon potential long-term transit improvements. g. Establish linkages among community areas, which may include pedestrian and vehicular paths, landscape, signage, other streetscape elements, open space, transitions, in form, scale, and density of development, and other elements. Goal LU 9: Achieve the development of a range of housing units that provides for the diverse economic, physical, and social needs of existing and future residents of Huntington Beach. Policy LU 9.1.4: Require that recreational and open space amenities be incorporated in new multi -family developments and that they be accessible to and of sufficient size to be usable by all residents. Goal LU 11: Achieve the development of projects that enable residents to live in proximity to their jobs, commercial services, and entertainment, and reduce the need for automobile use. Policy LU 11,1.2: Limit commercial uses in mixed use development projects to those uses that are compatible with the residences. Policy LU 11.1.4: Require the incorporation of adequate onsite open space and recreational facilities to serve the needs of the residents in mixed use development projects. Policy LU 11.1.5: Require that mixed use developments be designed to mitigate potential conflicts between the commercial and residential uses, considering such issues as noise, lighting, security, and truck and automobile access. Policy LU 11.1.6: Require that the ground floor of structures that horizontally integrate housing with commercial uses locate commercial uses along the street frontage (housing may be located to the rear and/or on upper floors). G:\PC\NOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.3 HB -235- Item 16. - 47 Policy LU 11.1.7: Require that mixed use development projects be designed to achieve a consistent and high quality character, including the consideration of the: a. Visual and physical integration among the commercial and residential uses (Plates LU-3 and LU-4); b. Architectural treatment of building elevations to convey the visual character of multiple building volumes and individual storefronts and residential units F. Noise Element Policy N 1.2.1: Require, in areas where noise levels exceed an exterior L& of 60 dB(A) and an interior Ld, of 45 dB(A), that all new development of "noise sensitive" land uses, such as housing, health care facilities, schools, libraries, and religious facilities, include appropriate buffering and/or construction mitigation measures that will reduce noise exposure to levels within acceptable limits. Policy N 1.2.3: Require development, in all areas where the ambient noise level exceeds an Ld, of 6- dB(A), to conduct an acoustical analysis and incorporate special design measures in their construction, thereby, reducing interior noise levels to the 45 dB (A) Ld, level. Policy N 1.5.1: Require that commercial and residential mixed use structures minimize the transfer or transmission of noise and vibration from the commercial land use to the residential land use. The design measures may include: (1) the use of materials which mitigate sound transmission; or (2) the configuration of interior spaces to minimize sound amplification and transmission. G. Recreation and Community Services Element Policy RCS 2.1.1: Maintain the current park per capita ratio of 5.0 acres per 1,000 persons, which includes the beach in the calculation. H. Urban Design Element Goal UD 1: Enhance the visual image of the City of Huntington Beach. Obiective UD 1.3: Strengthen the visual character of the City's street hierarchy in order to clarify the City's structure and improve Citywide identity. Policy UD 1.1.3. Require a consistent design theme and/or landscape design character along the community's corridors that reflects the unique qualities of each district. Ensure that streetscape standards for the major commercial corridors, the residential corridors, and primary and secondary image corridors provide each corridor with its own identity while promoting visual continuity throughout the City. i. Utilities Element Objective U 1.2: Ensure that existing and new development does not degrade the City's surface waters and groundwater basins. Objective U 1.3: Minimize water consumption rates through site design, use of efficient systems, and other techniques. G:\MNOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.4 Item 16. - 48 HB -2- Policy U 1.3.2: Continue to require the incorporation of water conservation features in the design of all new and existing uses such as the use of native plants, low flow toilets and water efficient appliances. The project would provide a mixed use, urban infill development with 487 rental units increasing housing options for diverse household types, promoting alternative modes of transportation, creating a local sense of place, reducing infrastructure and maintenance costs, and allowing for more efficient use of land resources. The area has a variety of complementary uses that are critical to any vibrant community such as regional commercial and entertainment uses, employment centers, a transit hub, and a community college. Because of its location and unique features, the site would be appropriate in accommodating an infill development that provides almost 500 residential units to support and promote these existing uses in a compact design compatible with the surrounding area. In doing so, multiple sustainable development principles are achieved, resulting in the social and economic well-being of the area. The project provides a housing choice for residents seeking to be within walking distance of school, work, services or entertainment, reduce dependency on their automobile, have access to multiple amenities for an active and mobile lifestyle, or live in an environmentally -conscious development that decreases pollution and environmental degradation. The proposed project would accommodate and is designed to appeal to different age groups, income levels, and household types. The project is required to meet the City's affordable housing obligations providing 57 on -site affordable units, including 10 very -low income units. The development promotes the use of transit services as an altemative to reliance on the automobile as the primary mode of transportation. Because the project is located in close proximity to different activities and uses, it provides opportunities and convenience for many households to use alternate travel modes such as walking and biking to complete their daily routines and run errands. The structures of the proposed project are designed to convey a high quality visual image and character and ensure compatibility of residential and commercial uses. The project is designed with retail storefronts on the ground level and residential units above, incorporating design elements, building materials, and colors to differentiate and complement the residential and commercial components of the project. The project site provides the ideal location for the project to incorporate connectivity elements and public amenities within the proposed mix of retail and residential uses to activate and integrate the urban environment and revitalize community life in the surrounding area. The proposed project incorporates architectural and design principles to provide a pedestrian -oriented scale and ensure maximum design compatibility with existing and proposed developments, including the Village at Bella Terra and the Red Oak mixed use project. Structures on the project site utilize high quality exterior materials, articulated building volumes, and variety in building composition through the use of enhanced colors and materials, balconies, building recesses, awnings and cantilevered decks. The project complies with the development standards and design guidelines of the BECSP, which ensure that form, height, and treatment convey an overall high level of quality. Project buildings are sited close to streets with building entries and stoops fronting onto the public sidewalk. The project also provides a 0.5-acre public open space programmed for active users and public gatherings large enough to accommodate the needs of residents of the proposed and surrounding developments. G:\PC\NOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.5 B -237- Item 16. - 49 The project has been designed to be sensitive to issues related to mixed use developments. The project proposes to attenuate noise from HVAC systems and existing and proposed commercial uses as well as roadway noise. The project provides new streets and drive aisles that meet Fire code standards for emergency access. Laundry areas are located inside the residential units and trash rooms are located within the interior tuck -under parking garages. Residential parking areas would be well -lit and secured from public and commercial parking areas. In addition, the project would comply with California's recently adopted Cal Green Building Code and proposes to exceed Title 24 energy performance standards by 15 percent through installation of efficient heating and cooling systems, Energy Star -rated bathroom ventilation, energy efficient windows and lighting as part of the project's green building/sustainable features. The project would comply with the BECSP and other City codes to reduce water consumption and stormwater runoff. Finally, the project will incorporate sustainable site development strategies, utilize water savings features, emphasize recycling of resources and materials and maximize indoor environmental quality through design features and community policies. CONDITIONS OF APPROVAL — SITE PLAN REVIEW NO. 10-004: 1. The site plan, floor plans and elevations of Site Plan Review No. 10-004 received January 18, 2011, shall be the conceptually approved design except as amended by the conditions specified herein. 2. Comply with all mitigation measures adopted for the project in conjunction with Environmental Impact Report No. 10-002. 3. At least 14 days prior to any grading activity, the property owner/developer shall provide notice in writing to property owners of record and tenants of properties within a 500-foot radius of the project site as noticed for the public hearing. The notice shall include a general description of planned grading activities and an estimated timeline for commencement and completion of work and a contact person name with phone number. Prior to issuance of the grading permit, a copy of the notice and list of recipients shall be submitted to the Planning and Building Department. 4. Prior to issuance of a precise grading permit, the following shall be completed: a) A sewer study shall be prepared and submitted to Public Works for review and approval. The project is proposing to sewer to the sanitary sewer system on Gothard Street. This system, which flows southerly to Heil Avenue and westerly to Goldenwest where it connects to a 36 inch OCSD trunk line, has been identified as deficient in the ultimate buildout condition of the Beach Edinger Corridor Specific Plan (BECSP). If the sewer study shows that the proposed project triggers that deficiency, the developer shall be required to upgrade the system per the recommendations of the BECSP and could be reimbursed proportionally as other future contributing developments within the corridor are developed. If the proposed development does not trigger the anticipated deficiency, the property owner/developer shall be required to pay their fair -share portion for the future upgrade of the sewer system. b) A street improvement plan shall be submitted to the Planning and Building and Public Works Departments for review and approval. All design and their construction shall be per the City Standard codes and street configuration and specifications of G:\PC\NOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.6 Item 16. - 50 HB -238- the Beach and Edinger Corridors Specific Plan. The frontage along Edinger Avenue shall comply with the "Classic Boulevard" configuration and the frontage along Gothard Street shall comply with the "Neighborhood Street" configuration. c) An interim parking and building materials storage plan shall be submitted to the Planning Division to assure adequate parking and restroom facilities are available for employees, customers and contractors during the project's construction phase and that adjacent properties will not be impacted by their location. The plan shall also be reviewed and approved by the Fire Department and Public Works Department. The property owner/developer shall obtain any necessary encroachment permits from the Department of Public Works. d) Blockwall/fencing plans (including a site plan, section drawings, and elevations depicting the height and material of all retaining walls, walls, and fences) consistent with the grading plan shall be submitted to and approved by the Planning Division. Double walls shall be, prohibited. Prior to construction of any new walls, a plan must be submitted identifying the removal of any existing walls next to the new walls, and shall include approval by property owners of adjacent properties. The plans shall identify materials, seep holes and drainage. 5. Prior to submittal for building permits, the following shall be completed: a. One set of project plans and one 8 '/2 inch by 11 inch set of all colored renderings, elevations, and materials sample and color palette, revised pursuant to Condition of Approvals and Code Requirements, shall be submitted for review, approval and inclusion in the entitlement file, to the Planning Division. b. Zoning entitlement conditions of approval, code requirements identified herein and code requirements identified in separately transmitted memorandum from the Departments of Fire and Public Works shall be printed verbatim on one of the first three pages of all the working drawing sets used for issuance of building permits (architectural, structural, electrical, mechanical and plumbing) and shall be referenced in the sheet index_ The minimum font size utilized for printed text shall be 12 point. c. Submit three (3) copies of the site plan and floor plans and the processing fee to the Planning Division for addressing purposes after street name approval by the Fire Department. d. Contact the United States Postal Service for approval of mailbox location(s). e. The property owner/developer shall submit an itemized value of the half -acre public open space area including development costs subject to review by the Community Services Department. f. An "Acceptance of Conditions" form shall be properly executed by the developer and an authorized representative of the owner of the property, recorded with the County Recorder's Office, and returned to the Planning Division .for inclusion in the entitlement file. Conditions of approval shall remain in effect in the recorded form in perpetuity, except as modified or rescinded pursuant to the expressed written approval of the City of Huntington Beach. g. The property owner/developer shall submit a report, prepared by an accredited third party, that the project plans have been prepared in accordance with the criteria to achieve a Build It Green GreenPoint-Rated certification. The property G:lPC1NOA12011\02-08-11 SPR 10-004 Boardwalk Attachment 1.7 HB -2- Item 16. - 51 owner/developer shall also provide proof of retention of a third party rater to ensure that the project is constructed according to all specifications as they relate to the criteria of the GreenPoint Rated program. 6. Prior to issuance of a building permit the following shall be completed: a) The property owner/developer shall provide a Landscape Maintenance License Agreement to address the continuing maintenance and liability for all landscaping, irrigation, furniture and enhanced handscape that encroaches into the Edinger Avenue and Gothard Street Rights -of -Way. The agreement shall describe all aspects of maintenance such as enhanced sidewalk cleaning, trash cans, disposal of trash, signs, tree or palm replacement and any other aspect of maintenance that is warranted by the development plan improvements proposed. The agreement shall state that the property ownership shall be responsible for all costs associated with maintenance, repair, replacement, liability and fees. b) The final design of the half -acre public open space area, including a detailed, scaled site plan, including a listing and samples of the park amenities such as tot lot, shade structures, and fitness stations and public access directional signage, shall be reviewed and approved by -the Community Services Commission. Any changes to the major park amenities such as tot equipment or sports courts shall be approved by the Community Services Department and may be referred back to the Community Services Commission. c) A Development Agreement shall be approved by the City Council and recorded. The Agreement shall provide for affordable dwelling units in accordance with the Beach and Edinger Corridors Specific Plan (BECSP) and the Huntington Beach Zoning and Subdivision Ordinance as well as required traffic mitigation fees. The number and location of units and affordability terms shall be set forth in the Development Agreement. d) The final project plans shall be designed such that an at -grade pedestrian and bicycle connection meeting ADA access requirements can be accommodated between Buildings 8 and 9 to provide future pedestrian and bicycle access to the property to the north. The design and width of the future accessway shall be submitted to the Planning Division subject to review and approval by the Planning and Building and Public Works Departments. The property owner/developer shall provide an irrevocable offer to dedicate a reciprocal accessway between the subject site and adjacent northerly property. The property owner/developer shall be responsible for accommodating necessary improvements to implement the reciprocal accessway pursuant to an agreement with the adjacent property owner/developer. The legal instrument shall be submitted to the Planning Division a minimum of 30 days prior to building permit issuance. The document shall be approved by the Planning Division and City Attorney as to form and content and, when approved, shall be recorded with the County Recorder prior to Building final building permit approval. A copy of the recorded document shall be filed with the Planning Division for inclusion in the entitlement file prior to final building permit approval. The recorded agreement shall remain in effect in perpetuity, except as modified or rescinded pursuant to the expressed written approval of the City of Huntington Beach. G:\PC\NOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.8 Item 16. - 52 TIB -2- e)The property owner/developer shall provide anirrevocable offer todedicate a nacjpnoom| mooeaavvmy between the subject site and adjacent westerly property. The design, location and width of the mooeaavyaybd ahsd| be reviewed and approved by the Planning Division and Public \8kodva Department. 800eaawmy design ahm|| consist of vehicular, pedestrian and bicycle access and landscaping. In the event the adjacent property west of the subject site develops, pursuant to the development, zoning and design standards of the Beach and Edinger Corridors Specific Plan, the developer and future developer of the adjacent property (if the developer entity is different from the subject property) ahm|| be responsible for making the necessary improvements to implement the reciprocal mooeamway. The cost of such improvements ahm|| be shared between the developer and future developer as negotiated between the two parties. The legal instrument ahmU be submitted to the Planning Division m minimum of 30 days prior to building permit issuance. The document ahmU be approved by the Planning Division and City Attorney motoform and content and, when mpproved, ahmU be recorded with the County Recorder prior toBuilding final building permit approval. Acopy ofthe recorded document shall be filed with the Planning Division for inclusion in the entitlement file prior to final building permit approval. The recorded agreement ahmU remain in effect in perpetuib/, except as modified or rescinded pursuant to the expressed written approval ofthe City ofHuntington Beach. f) A public art e|ement, approved by the Design Review Board, Director of Planning and Bui|ding, and the Cultural Services Supen/iaor, ohmU be depicted onthe plans. Public Art ahmU be innovadive, originm|, and of artistic excellence; appropriate to the design of the project; and reflective of the community's cultural identity (ecology, history, or society). 7. Prior to occupancy of the first dwelling unit and/or commercial tenant, the following shall be a) 8half-acre public open space area shall be improved i to occupancy of the first dwelling unit of Buildings 2 or 3. The location of the public open space ahsd| be in accordance with the conceptually approved n|mna pursuant to Site Fqmn Review No. 10-004. An easement for public use of the half -acre public open space and access thereto shall berecorded with the County and held inperpetuity. Maintenance ofthe public open space area ahm|| be the responsibility of the property owner/developer and included inthe required Maintenance License Agreement. b) At least four parking spaces (including one ADA accessible space) shall be reserved for the public open space area during standard City park/facility hours. The parking apmoea ahm|| be provided adjacent tothe public open space area within the on -street parking apmoea along the new north -south street. The location and hours of the parking spaces shall be depicted on the Building plans and subject to review and approval bythe Community Services Department and Planning Division. d Enhanced paving materials shall be provided at all vehicular entrances and pedestrian connections. d) 8PmrNng Management Plan, approved by the property oxxner/deve|operahcd| be submitted for review and approval by the Planning Division. Said plan ahm|| depict designated (neaidenta/tenants / employees / gueata/ public/ customers / carpooling) parking space locations. G:\PC\NOA\2O11\Q2-O8- 1GPR10-004Bnardwalk Attachment 1.9 �*��� 1�� �� �O�-���- �p"^�� ^m. � .'^/ e) The property owner/developer shall submit proof of registration with the GreenPoint Rated program and a checklist of how certification is proposed to be achieved. Within 45 days of final building permit approval, the property owner/developer shall provide a final report by an accredited third party stating that the project has achieved GreenPoint Rated certification and provide the City with evidence of said certification. 8. An at -grade pedestrian connection meeting ADA access requirements shall be provided on - site along the east property line to connect to a future at -grade bridge across the railroad tracks and flood control channel to the property to the east. The access point shall be a minimum of 10 feet wide and be located along the east property line at a preferred point between Building 3 and Building 9. The precise location of the connection shall be determined by the Director of Planning and Building, in collaboration with the property owner/developer and the property owner/developer of the property to the east, at the time the property to the east submits for Building plan check. 10. The developer or developers representative shall be responsible for ensuring the accuracy of all plans and information submitted to the City for review and approval. INDEMNIFICATION AND HOLD HARMLESS CONDITION: The owner of the property which is the subject of this project and the project property owner/developer if different from the property owner, and each of their heirs, successors and assigns, shall defend, indemnify and hold harmless the City of Huntington Beach and its agents, officers, and employees from any claim, action or proceedings, liability cost, including attorney's fees and costs against the City or its agents, officers or employees, to attack, set aside, void or annul any approval of the City, including but not limited to any approval granted by the City Council, Planning Commission, or Design Review Board concerning this project. The City shall promptly notify the property owner/developer of any claim, action or proceeding and should cooperate fully in the defense thereof. G:\PC\NOA\2011\02-08-11 SPR 10-004 Boardwalk Attachment 1.10 Item 16. - 54 HB -2-