HomeMy WebLinkAboutHUNTINGTON PACIFIC DEVELOPMENT GROUP - 1984-08-20REQUEST Ff `; REDEVEL . - T` 3ENCY ACTION
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RH 85-69
Date December 27, 1985
Submitted to:
Honorable Chair% / lFnd dZ elopment Agency Members
Submitted by: Charles W. Thompson, City Administrator/Chief Executive O ficer
Prepared by: Douglas N. LaBelle, Deputy City Administrator/Redevelopment
Subject: MINOR MODIFICATION TO THE MAIN -PIER SUBAREA DIS ITION AND
DEVELOPMENT AGREEMENT -:i( � v/C%f%iC. 9)F 6-yV4VP
Consistent with Council Policy? aQ Yes [ ] New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: n
STATEMENT OF ISSUE: �
Transmitted for the Agency's consideration is an amendment to the Main -Pier subarea
Disposition and Development Agreement. The amendment is a minor change to the
Schedule of Performance in the original agreement.
RECOMMENDATION:
Agency approve the suggested change to the Main -Pier subarea Disposition and
Development Agre t,i-4' t-A/GrB�- �,..����e�u�.%rB,u-h- �y,�•� �' �.,
ANALYSIS:
At the City Council meeting of December 16, 1985, the Redevelopment Agency
authorized staff to prepare minor modifications to the Main -Pier subarea DDA. Due to
the delay in Agreement execution, and further analysis of the original Schedule of
Performance and Conditions Precedent, staff is recommending that only a minor change
to the Schedule of Performance be made at this time.
On August 19, 1985, the Redevelopment Agency unanimously approved the Main -Pier
subarea Disposition and Development Agreement with Huntington Pacifica
Development Group. Although it was approved on August 19, 1985, the Agreement could
not be executed until the Agency received and reviewed the developer's Final Report
required as part of the Exclusive Negotiating Agreement for the project area.
The developer has submitted the Final Report, and staff is presently reviewing that
document. Subject to completing that review it is expected that the Agreement will be
ready for execution by the Agency. Upon execution, the Agreement's Schedule of
Performance calendar will begin. Prior to the date of execution, only those items
required as conditions precedent have been on a calendar. That Schedule called for all
conditions precedent to be accomplished by December 17, 1985, (120 days after
Agreement approval). The Agency granted a continuance of these conditions for 21
days at the December 16 meeting, and directed staff to prepare the changes as
discussed.
PI O/1 /85
s
?he modification proposed will not change the substance of the original Agreement, but
will simply extend the time frame for completion of the Conditions Precedent from 120
days to 200 days (See page 4 of attachment); this extension of time will not result in
any delays to project implementation. Staff will be prepared to review the proposed
change to the document at the Redevelopment Agency meeting of January 6,1986.
The Agreement does allow for mutually agreed upon modifications, and the developer
has reviewed and concurs with the staffs request.
FUNDING SOURCE:
Not applicable.
ALTERNATIVE ACTIONS:
1. Deny the changes to the Agreement. This would result in an Agreement which could
not be executed.
ATTACHMENTS:
1. Modified Schedule of Performance
C1VT/DLB/h1 A:lp
1708h
�' '• Attachment 2
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1
SCOPE OF DEVELOPMENT
L ARCHITECTURE AND DESIGN:
The Site shall be designed and developed as an integrated complex in which the
buildings will have architectural excellence, both individually, as well as, in the
context of a total complex.
IL DEVELOPER'S RESPONSIBILITIES:
A. Developer Improvements - The Developer agrees to develop and construct,
or cause the development and construction, at a construction cost of at
least Fifty Million Dollars ($50,000,300), exclusive of land value.
1. A first rate, high quality hotel of a minimum of 300 rooms, with a minimum
gross leasable floor area of 205,000 square feet with associated retail shops,
meeting rooms, banquet facilities and at least one first-class restaurant.
Surface and subterranean parking -with a minimum of 300 parking spaces
beneath to the hotel.
2. A retail commercial building with a minimum gross leasable area of 15,000
square feet (PCH and Main). The Developer shall additionally provide Public
Plaza of approximately 20,000 square feet which would include open passive
rest and landscaped areas, plus an elevated connecting pedestrian walkway
to Pier Side Village.
3. A Pier Side Village consisting of speciality commercial uses with a gross
leasable area of 75,000 - 100,000 square feet, plus a multiple -tiered parking
structure with not less than 500 spaces.
4. The Developer shall provide structural supports for new develop pads to the
city Pier which will be made available to the Developer for commercial
use. The developer shall expend the sum of Two Billion Five Hundred
Thousand Dollars ($2,500,000) of its funds In carrying out Its obligations.
Any Pier expansion costs greater than 2.5 million shall be the obligation of
the Developer.
5. The Developer shall be responsible for all onsite and offsite improvements
relating to the development of the Site, including the following:
a) All onsite and offsite improvements —sidewalks, street lighting,
curers, gutters, street tree:;, street improvements, surface parking
lot Improvements, parking structures, etc., shall conform to the
design and materials as approved by the Agency.
b) Sanitary sewers, storm drains, water supply, gas lines, telephone
and electrical power facilities (if required) to be brought to,
modified, or relocated from the perimeter of the Site. All such
existing underground utility lines will be capped by the Developer
within the public right-of-way as close as possible to building
locations to be served by such utilities and to be attached and
connected by the Developer.
c) Traffic control signals (if required) and related to the Site will be
provided at approved intersections and locations on the streets
adjacent to the Site.
d) Improvements required in connection with and as a result of
review by the Agency and the city of plans, drawings, or
environmental assessments relative to the Developer
Improvements or this Agreement.
1099h
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SUMMARY OF AGREEMENT
PIER SIDE
DEVELOPER AGREES TO THE FOLLOWING:
I. Construction of 75,000 to 100,000 square feet of specialty retail space. - •'
Approximately 60 $ food -related uses, including four dinner restaurants.
2. Construction of a 500-space parking structure designed under and around the
specialty retail areas. Parking replacement rent shall be paid to the Agency
by the Developer for the city beach parking lot in the amount of $100,00 per
year, subject to annual inflationary increases.
3. Contribute to the rehabilitation and expansion of the City Pier $2,500,000
for approximately 25,000 additional square feet.
4. Lease the city property for a base fee of $286,000 per year for the first six
years, after which the base figure will be adjusted by the consumer price
index figure. The base rent shall be the minimum amount received by the
city. After the development becomes established, the city will share in a
percentage of the receipts.
5. Pay for all infrastructure, onsite and offsite Improvements, except as
otherwise noted.
i r .
SUMMARY OF AGREEMENT
HOTEL SIDE
DEVELOPER AGREES TO THE FOLLOWING:
1. Construction of a 300-room "first class" hotel, including 205,000 square feet
of associated retail shops, meeting rooms, banquet facilities, restaurants,
and 300 onsite parking spaces.
2. Construction of 15,000 square feet of leasable retail commercial area.
3. Construction of 20,000 square foot public plaza.
4. Construction and dedication to the city of a pedestrian over crossing to the
Pier side commercial.
5. Pay for all infrastructure, onsite anti offsite improvements, except as
otherwise noted.
�W)
r� SUMMARY OF AGREEMENT
AGENCY CONTRIBUTIONS
THE CITY AGREES TO THE FOLLOWING:
. 1. Rehabilitation of the City Pier to the surf line. (City to apply for a coastal
conservancy loan and/or grant).
2. Construction of a parking structure within a reasonable walking distance of
the proposed improvements (approximately 1000 spaces). City to establish a
parking assessment district to pay for construction casts.
3. Acquire or work with the remaining property owners to assure a uniformity
to the overall development plan.
4. Pay relocation expenses up to $1,000,000 from H.C.D. funds.
5. Pay for the upgrading of water service in the project area up to $1,000,000.
6. Pay for the undergrounding of utilities within the project site up to $350,000.
;. Pass through all available tax increment revenues generated for both project
areas to their respective projects for a period up to 15 years.
8. Pass through all transient occupancy tax revenues to the hotel project for a
period of 10 years.
9. Option to purchase the "City Parcel" within the first three years of the
execution of the Agreement at a price which is the greater of Fifty -Five
Dollars ($55) per square foot or a residual land value as determined by
Keyser Marston and Associates based upon the approved reuse.
10. To lease the "City Parcel" for 3 years for parking or other development
related activities for $1.00 per year.
11. Extend the "Exclusive Negotiating Agreement" for 18 months for the State -
beach area north of the Pier ("Adjacent Area").
1100h
Attachment 3
SUMMARY REPORT
This summary Report has been prepared for the Huntington Beach Redevelopment
agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code.
is Report sets forth certain details of a proposed Disposiiion and Development
Agreement VA15 eea:ent") between the Agency and the Huntington Pacifica Development
Group ("Developer") for the development of a complex including a first class hotel,
related comr: ercial/office uses, entertainment and recreational facilities. and related
ancillary imps-avements _
in the Main -Pier Redevelopment Project ..;!.-ea in the city of
F:untinton Beach. IMis report describes and specifies:
1. The cost of the proposed Agreement to the Aa ncy, including lane acquisition
costs, clearance costs, relocation costs, costs of improvements to be provided
by the :agency, and the expected interest on any loans or bonds to finance the
Agreement;
2. The estimated value of the interests conveyed and leased, determined at the
highest uses permitted under the Redevelopment Plan; and
3. Tine purchase and lease payments to be rain by the Developer.
'leis Report and the proposed Agreement is :Wade available for public inspection
prior to the a- royal of the Agreement.
A. SALIENT POINTS OF THE AGREEMENT.
1. Develooer Responsibilities:
Lancer the proposed ?agreement, the Developer agrees to develop anc construct,
or cause the development and construction of, at a construction cost of at least
Fifty Million Dollars ($50,000,000, exclusive of land value), the following:
a) A first-rate, high quality hotel of a minimum of 300 rooms with a
rrinimum gross leasable floor area of 1&05.000 square feet including associated
retail shops, meeting rooms, banquet facilities and at least one (1) first-class
restaurant.
b) A retail commercial building with a minimum gross leasable area of
15,000 square feet.
c) A Pier Side Village consisting of speciality commercial uses Kith a
minimum gross leasable area of 75,000. square feet, plus a multiple -Berea
parking structure with not less than 500 spaces. Part of the minimum gross
leasable area of 75.000 square feet shall consist of deck area added to the Pier;
such added deck area shall approximate 35,000 square feet.
d) Parking with a minimum of 300 parking spaces beneath and adjacent
to the hotel. 'me developer shall aacitionally provide a Public -Plaza of
approximately 30,000 square feet which would include open passive rest and
landscaped areas. plus an elevated connecting pedestrian walkway to Pier Site
Village.
e) The Developer shall rehabilitate the existing City Pier to render it
structurally sound and provide structural supports for additional develop pads.
The Developer shall expend the sum of at ,least Two Billion Five Hundred
Thousand Dollars ($2,500,000) of its funds in carrying out these tasks.
f) The Pier Side Improvements shall include e'ramp pro%idin'g, access
for emergency City vehicles to the Pier from the existing City Beach Safety
Facility.
g) The Developer shall be responsible for all on -site and off -site
improvements relating to the development of the Property and in accordance
with the terms and schedules as set forth in this Agreement including, but not
limited to, the following:
All on -site and off -site improvements -- sidewalks, street lighting,
curbs, gutters, street trees, street Improvements, surface parking lot
improvements, parking structures, etc., shall conform to the design.
and materials as approved by the Agency.
Sanitary sewer's, storm drains, fire hydrants, water supply, gas lines.
telephone and electrical power facilities, (if required) to be brought
to, modified, or relocated from the perimeter of the Property. AR
such existing underground utility lines will be capped by the
Developer within the public right-of-way as close as possible to
building locations to be served by such utilities and to be attached
and connected by the Developer.
Traffic control signals (if required) and related to the Property will
be provided at approved intersectiors and locations or. the scree*s
adjacent to the Property.
Improvements required in connection with and as a result of review
by the agency and the City of plans, drawings, or environmental
assessments relative to Me Developer Improvements or this
Agreement.
2. Agenev Responsibilities:
7be Agency is responsible for and shall commit to the project the following: -
a) The lesser of One Million Dollars ($1,000,000) or actual construction
costs experienced for water delivery facilities constructed in connection with
the Developer Improvements;
b) Funding to a maximum. amount of One Million Dollars ($1,00C,000) for
the relocation of persons or entities.
c) Funding to a maximum of Three Hundred Fifty Thousand Dollars
($350,000) for casts incurred by the Agency or the City in unde.4 ourding
utilities on the Property;
The Agency shall make available to the Developer the following:
d) For a period of ten (10) years commencing with the completion of all
of the Developer Improvements, one hundred percent (100%) of transient
occupancy tax ("TOT") received_ by the City generated by the hotel
development; and
e) For a period of up to fifteen (15) years commencing with the
completion of all of the Developer Improvements, one hundred percent (100%)
of the "Net Allocable Tax Increment." which is that amount determined as
follows: from (0 the property tax revenue received by the Agency pursuant to
Section 336 7 0(b) equal to that paid or caused to be paid by the Developer in
connection with the Developer Improvements (and not including any tax
increment or other revenues generate. by or with respect to the City Parcel),
deduct 00 twenty percent (20 %) of such amount (consistent with Section
3.1334 of the California Health`: and Safety Code), (iii) all funds payable to
affected taxing agencies pursuant to between 33401 of the California Health
and Safety Code or agreements heretofore entered into by the Agency, and
further deduct (iv) an amount equal to three percent (3 $) of the total tax
increment generated by the Developer Improvements (exclusive of amounts set
aside pursuant to Section 33334.2 of the California Health and Safety Code),
which shall be retained by the Agency for its administrative overhead and
expenses.
S. Method of Financinc:
The proposed Agreement provides that the Developer will acquire all parcels
within the 'Remaining Portion of the "Walnut 3.ain Portion." The cost of any
land acquisition by the Agency will 5e borne by the Developer. The cost of
acquisitior., lease or other means of securing the "Northeast Portion" of the
"WaLnut plain Portion" will be borne by the Developer; however, inclusion of
this portion is optional and will require authorization by the existing property
owners
The City shall have constructea improvements to the water, delivery facilities
in the Downtown area and shall maize all connections with the Developers
Improvements and shall pay actual costs up to $1,000,000. Funding to come
from the city's General Fund.
The City shall have constructed underground utility improvements in
conjunction with the Developers Project and pay actual costs up to $350,000.
Funding to come from the Underground Utility District Funds.
The City shall provide to the Agency funding for the relocation of residents and
businesses within. the P:o}ect Area up to $1,000,000. Funding to come from the
U.S. Department of Housing and Urbar. Development Community Development
Block Grant Program.
The income received by the Agency as rent for replacement parking will be use
to partially finance the construction of new parking facilities within the
Downtown area.
B. COST OF AGREEMENT TO THE AGENCY.
The estimated cost of the Agreement to the Agency is as follows:
Land Acquisition Costs $-0- (I)
Demolitior„ Site Preparation, and On
and Off -site Improvement Casts $1,350,000
Relocation Costs $ 1,000,000
Public Parking Facilities Costs 5-0- (2)
Administrative Costs 5-0- (3)
Bond Issuance $-0- (III)
Interests on Loans and Bonds to
Finance Agreement $-0-
: SO 000
1. Any land acquisition on the part cf the agency either through pu:c'tase,
option, lease or eminent domain, shall be as an interim step prior to
conveyance to the Developer. Tire cost of any such transaction shall be
borne by the Developer.
3. Although not directly part of this project, the Agency recognizes the need
for additional parking in the Downtown area and will be3 n to pursue
locations for parking facilities. These structures will be within a
reasonable walking distance of the proposed development and will be
designed to accommodate an anticipated parking demand greater thar, just
the proposed improvements.
3. Although no figure has been identified in this calculation, three percent of
the tax increment revenues received by the city have been identified for
project administrative costs.
C. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED TO AND LEASED BY
THE DEVELOPER DETERMI-SED AT THE H HES M Pi; .I1,TE UNDER IN[
REDEVELOP LENT PLAN.
The determination of the estimated value of the interests to be conveved to the
Developer pursuant to the: -proposed Agreement are made by Keyser :1arston
Associates, Inc., (ILEA), in Attachment No. I2 (Method of Financing) which is
incorporated herein by reference. In this Analysis, KM A has estimated the market
value of the ":Main -Pier Portion." The analysis determined that the highest and best
use of the "Remaining Portion" of the ":411ain-Pier Portion" would be development of a
hotel and retail commercial complex. Given such magnitude of development,
privately constructed parking for 300 cars and the inclusion of public amenities such
as a plaza and pedestrian overcrossing, KM A has estimated the fair market value of
the "Main -Pier Portion" to be $4 Million, assuming development at its highest and
best use and without consideration of Agency goals in Project implementation.
`w
D. PURCHASE PRICE AND SUM OF LEASE PAYMENTS BY DEVELOPER AND
REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE
IT lr nrD rLir aril CVC', nnFiA t:Mr of AM
The total sum of the lease payments during -the term of the lease to be paid by the
Developer for the interests conveyed in the "Pier Side Portion" are:
1. The Developer shall pay to the Agency rent in the form of "minimum
annual rent," "Percentage rent," and "parking replacement rent," for eacl:
accounting year.
a) Minimum Annual Rent: LESSEE shall pay to LESSOR during the lease
term (55 years) a mirumum annual rent of $286,000 per year, subject to annual
inflationary increases as hereinafter set forth.
Beginning with the third anniversary of the completion of the "Pier
Side Improvement," minimum annual rent shall be in the amount equal to S4 per
square foot of gross leasable area of improvements on the Premises, subject to
annual inflationary increases.
Beginning with the sixth anniversary of the commencement of this
Iease, the Minimum Rent shall automatically be annually increased by seventy
five percent (; 5 %) of the increase In the Consumer Price Index for the
Huntington Beach area,, provided that such inflationary increases shall not
exceed 6 % with respect to any year.
b) Percentage Rental: In addition to the minimum annual rent, the
Developer shall pay a percentage rent with respect to each year after the third
anniversary when the rents received by the Developer equal Six Million Dollars
($6,000,000) or the third anniversary, whichever first occurs percentage rent
shall be twelve percent (12$) of the gross rental receipts received by the
Developer during such accounting year or partial accounting year, less the
minimum annual rent payable with respect to such period. By the sixth
anniversary percentage rent shall be fifteen percent (15 % X less the minimum
annual rent payable.
c) ParkinE Rental: In addition to the minimum annual rent and the
percentage rent, the aeveloper shall pay to the lessor as parking replacement
rent the sum of $100,000 per year, subject to annual inflationary increases. -
«. The developer shall have the option to purchase from the Agency the "City
Parcel" within the first three years of the execution of the Agreement at a
price which is the greater of Fifty -Five Dollars ($55) per square foot or a
residual land value as determined by Keyser Marston and Associates based upon
the approved reuse of the site. The City agrees to convey and the Agency
agrees to accept conveyance of the City Parcel promptly upon the exercise of
the Developer Option to accommodate the conveyance to the Developer.
• • r
�d
The terms and conditions of sale by and between the Agency and the City are a
• matter of no concern to the Developer.
The City agrees that, concurrent with the agreement, the City shall make
available by lease to the Developer parking or such other interim use4 as the
Agency may at its discretion approve. The Parking Lease shall be for a term of
not more than three (3) years, and shall rot be extended.
Health and Safety Code Section 33433 provides that if the sales price and lease
payments for the Site are less than fair market value for the highest and best use
consistent with the Redevelopment Plan, the Agency shall , explain the reasons for the
difference.
As stated previously, the KMA analysis determined the value of the "Main Walnut
Portion" developed at its highest and best use to be approximately $4 Million
($3,000,000). The KNIA reuse analysis indicates a reuse land value for the proposed
develrpment on the "City Parcel" is difficult to determine at this time; therefore, the
future purchase price should be based on a reuse appraisal against a minimum of the
current highest and best use land value ($55 per square foot). Therefore, the highest and
best use value is being achieved through the right to purchase conditions proposed in the
Ag; eement.
The "Pier Side Portion" lease begins at rate equal to the rent presently received by
the City for the existing improvement Maxwell's Restaurant, Dwight's Snack Shop, and
300 parking spaces). The beginning rent at a minimum rate will allow the Developer a
period of stabilization after which the Agency will receive a percentage of sub -lessee
sales receipts. Therefore, the better the project performs, the greater the Agency
benefits. This type of Iease agreement should produce a greater value over the life of the
lease than any other reuse which is consistent with the Redevelopment Plan.
Q3 ". 3H
ATTACHMENT NO. 5
SCHEDULE OF PERFOPM.ANCE
I. GENERAL PROVISIONS
1. Execution of Agreement
by the Agency. The Agency
shall approve and execute
this Agreement, and shall
deliver one (1) copy
thereof to the Developer.
2. Submittal_ of Design Concept
Drawings. Developer shall
prepare and submit to the
Agency the Design Concept
Drawings.
3. Review of Design Concept
Drawings. Agency approves
or disapproves the Design
Concept Drawings,
4. Submission of Revised
Desicrn Concept Drawings.
II.
5.
If original submittal or
resubmittal disapproved,
Developer revises Design
Concept Drawings and
resubmits to Agency.
Not later than forty-five
(45) days after the date
of execution and submission
of three (3) copies of
this Agreement by the
Developer. -
Upon execution of this
Agreement.
Concurrent with approval of
this Agreement
Within three (3) weeks
of receipt of submittal.
ENTITLEMENT AND MAP APPLICATION, CONSTRUCTION DOCUMENTS AND
BUILDING PERMIT WITH RESPECT THE PROPERTY
Submission of Design
Development Drawings
and Landscaping Plan.
Developer shall apply for
project entitlement and
subdivision mapping and
submit to the Planning
Commission Design Develop-
ment Drawings (including site
plans, floor plans and
elevations) and Landscaping
Not later than
days after the
this Agreement.
ninety (90)
execution of
08/19/85 AttacSment No. 5 _
6740p/2273/00 Page 2 of 5 ��
Plans, a Planned Sign Program,
Grading Plan, and Precise Plan
of Street Alignments.
6.
Review of Desiign Development
Not later than than thirty
Submittal Package by the
(30) days after submittal,
Department of Development
the applications will be
Sevices.
reviewed for completeness.
7.
Review of Design Develop-
Within eight (8) weeks
meet Drawings and Plans.
after submittal is deemed
The Planning Commission
complete. _
shall consider the Design
Development.Drawings and
the Landscaping Plan,
Sign Program, and Finish
Grading Plan. The Planning
Commission shall make a
finding concerning General
Plan conformance of any
proposed street vacation.
8.
Revisions, if any. Developer
Within two (2) weeks after
'shall prepare Revised
initial Planning Commission
Design Development Drawings
consideration.
as necessary.
9.
AApoeal by Applicant, Agency/
Withing ten (10) days after
Council, -or Other Interested
such decision by the Plan -
Parties. Appeal maybemade
ring Commission.
to the City Council from any
decision, determination, or
requirements of the Planning
Commission.
10.
Review of Final Design
Within the ten (10) day
Development Drawings and
Appeal Period after Planning
Plans. The Agency shall
Commission decision.
consider the Design Devel-
opment drawings and all
other submittals approved
by the Planning Commission.
11.
Submittal of Construction
Not later than one hundred
Drawings. The Developer
eighty (180) days after
submits to the City com-
Planning Commission review
plete construction drawings
and approval.
.�
far all of the Developer
Improvements.
08/19/85
6740p/2273/00
Attachment No. 5
Page 2 of 5
�W)
12. Review of Complete
Drawings. The City and
its Building Official shall
review the construction
drawings aubmitted
by the Developer.
13. Final Review of Complete
Drawings. The City and
its Building Offical shall
review the construction
drawings (revisions) sub-
mitted by the Developer.
14. Obtaining of Building Permits.
Developer shall obtain all
building and other permits
needed to commence
construction of the Developer
Improvements.
III. ACQUISITION 0£ TI?E PROPERTY
15. Initial Advance. Developer
maces Initial Advance.
16. Developer -Efforts. Developer
commences efforts to assemble
Property.
17. Condition to A9encX Efforts.
Developer satisfies all
Conditions to Agency Efforts
(pursuant to Section 202).
Within forty-fiv^ (45) days
after submittal ay
Developer.
Within twenty (20) days
after resubmittal by the
Developer.
Not later 'than three ( 3 )
week after final approval
of complete drawings.
Approval of the Finish
Grading Plan, completion
of Final Landscaping Plan
and Sign Program, and
the satisfaction of the
Conditions Precedent
to Disposition are all
conditions to the
issuance of building
permits. Building
permits shall be obtained
not later than three (3)
weeks after final approval.
As set forth in Section
203 (a ) of the Agreement.
Within five (5) days after
Agency executes the
Agreement.
Within one hundred eighty
(160) days after
Agency executes the
Agreement.
18. Agency Efforts. Within thirty (30) days
A ency commences acquisition after Planning Commission
efforts. approval and any subsequent
appeals.
08/19/85 Attachment No. 5 _
6740p/2273/00 page 3 of 5 - "
19. -Street Vacation Proceedings_.
City initiates street
vacation proceedings.
IV. DISPOSITION OF THE PROPERTY
20. 02ening_of Escrow,
Agency opens escrow.
21. Conditions Precedent.
Developer satisfies all of
the Conditions Precedent
to Disposition.
22. Disposition Documents
(a) Developer executes the
Pier Side Lease, the
Parking Lease, and the
Agency Deed
(b) Agency executes the
Pier Side Lease, the
Parking Lease, and
the Agency Deed.
23. Disposition Transfers.
The Disposition Transfers
are effected.
V. CONSTRUCTION PHASE
24, Commencement of Construction.
Developer shall commence
construction of the
Developer Improvements.
Within thirty 1.30) days
after the P1_.ining Com-
mission makes a finding of
General Plan conformance
and project approval (and
exhaustion of all appeals).
Within one hundred (1CO)
days after the execution of
this Agreeent by the
Agency.
Not later than one -
hundred twenty
days after approval
of this Agreement
by the Agency.
Prior to the Disposition
Transfers.
Upon fulfillment of the
Conditions Precedent after
execution by the Developer,
and prior to, or concurrent
with the Disposition
Transfers.
Within thirty (30) days
after the satisfaction
of all of the Conditions
Precedent to Disposition
and upon issuance of
Building Permits for the
Developer Improvements.
Not later than forty-
five (45) days after
the Disposition Transfers,
which in no event shall be
later than three hundred
sixty-five (365) days after
the execution of the
Agreement.
08/19/85
6740p/2273/00
Attachment No. 5
Page 4 of 5
M
IM
25. Completion of Construction. Not later than P',hteen
Developer shall complete (18) months after the
construction of all of the earlier of: (i) the
Development Improvements. Disposition Transfers; or
(ii) the commencement of
construction.
08/19/85 Attachment No. 5 _
6740P/2273/00 Page 5 of 5
REQUEST FOtq)REDEVELOPMENT AGENCY ACTION
ECha
ED BY CITY CO"-
19�
Submitted to:
llonorab �"
R11 85-69
Date
December 10,1985
Alembers
Submitted by: Charles IV. Thompson, City Administrator/Chief Executive O firer`
Subject: AUTHORIZE STAFF TO PREPARE MINOR MODIFICATIONS F R THE
MAIN -PIER SUBAREA DISPOSITION AND DEVELOPMENT AGREEMENT
Consistent with Council Policy? AQ Yes [ ] New Policy or Exception
Prepared by: Douglas N. La Belle, Deputy City Administrator/Redevelopment
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
Transmitted for the Agency's consideration is a request by staff for authorization to
prepare an amendment to the Alain -Pier subarea Disposition and Development
Agreement.
RECOMMENDATION:
Direct staff to draft suggested changes to the Alain -Pier subarea Disposition and
Development Agreement for Agency consideration at the January 6, 1986 meeting.
ANALYSIS:
On August 19, 1985, the Redevelopment Agency unanimously approved the Alain -Pier
subarea Disposition and Development Agreement with Huntington Pacifica
Development Group. Although it was approved on August 19,1985, the Agreement could
not be executed until the Agency received and reviewed the developer's Final Report
required as part of the Exclusive Negotiating Agreement for the project area.
The developer has submitted the Final Report, and staff is presently reviewing that
document. Subject to completing that review it is expected that the Agreement will be
ready for execution prior to your consideration of this item on December 16th. Upon
execution, the Agreement's Schedule of Performance calendar will begin. Prior to the
date of execution, only those items required as conditions precedent have been on a
calendar. That Schedule called for all conditions precedent to be accomplished by
December 17,1985, (120 days after Agreement approval).
Because of the delay in Agreement execution, and further analysis of the original
Schedule of Performance and Conditions Precedent, staff is recommending that minor
modifications be drafted in the Agreement.
The modifications proposed will not change the substance of the original Agreement,
but will simply re -position submittal items within the Schedule of Performance and
Conditions Precedent which will make the document internally consistent. Staff will be
prepared to review in detail these proposed changes to the document at the Council
meeting of January 6,1986.
Plo/IM
MWA
1 EXHIBIT "I"
B. [6302) Conditions Precedent to DispositI n
Prior to and as conditions to the delivery by Agency
and the City of the Disposition Documents the Developer shall
complete each of the following by the respective times
established therefor in the Schedule of Performance (Attachrent
No. 5):
1. the.Developer executes the Pier Side Lease
(Attachment No. 3);
2. the Developer executes the "Agency Deed", which
is attached to this Agreement marked as
Attachment No. 6 and is incorporated herein;
3. the Developer shall not be in material default
this Agreementi
1
4. the Developer provides proof satisfactory to the
Agency that the Developer has obtained a binding
loan commitment or loan commitments for the
construction of all the Developer Improvements,
and satisfactory evidence that funds will be
available to take-out the construction loan;
.5. the Developer has obtained and provided to the
Agency a satisfactory commitment in writing by a
qualified operator of first-class hotels
satisfactory to the Agency (at its reasonable
discretion) having not less than eight years of
experience in operating first-class hotels of at
least 300 rooms to operate the hotel facility
hereafter described in the Scope of Development
(Attachment No. 11); -
6. the Developer has obtained and presented to the
Agency a satisfactory commitment in writing by an
experienced and qualified operator of first-class
retail facilities to be situated on the Pier Side
Portion satisfactory to the Agency (at its
reasonable discretion);
7.' the Developer has provided evidence reasonably
satisfactory to the Agency that any consent of
landowners desired pursuant to the provisions of
Agency Resolution 48, as amended (which amended
� resolution is on file with the Agency as a public
record and is incorporated herein);
8. the guarantees (Attachments No. 7, 8, 9-and 10 to
this Agreement) have been duly executed and
delivered to the Agency and remain in full force
and effect;
08/19/85
•_. 6738p/2273/00 �10-
9. the Developer has obtained all governmental
approvals required for the execut=.n of the Pier
Side Lease (Attachment No. 3) or the development
of the Developer Improvements, including without
limitation any approvals required by the
California Coastal Commission and the State
Department of Parks and Recreation;
10. the letter of credit (pursuant to Section 203)
remains in effect); and
11. the Developer has obtained binding commitments as
follows: (i) agreement with Dwight's pursuant to
which the existing leasehold interest is
purchased by the Developer, and such business
agrees to relocate and be included within the
proposed development (or, after relinquishing its
leasehold interest, such business disclaims any
intention of operating upon the Property); and
(ii) agreement with Maxwell's pursuant to which
the existing leasehold interest is purchased by
the Developer, and such business agrees to
relocate and be included within the proposed
development, or, after relinquishing its
leasehold interest, such business disclaims any
intention of operating upon the Property, or the
Developer makes the election described in Section
706 of this Agreement; and
12. the Developer retains the existing Beach Safety
Facility of the City presently located adjacent
to the Pier Side portion at its current location
or obtains Agency approval to relocate such
Facility (and thereafter at its cost relocates
such Facility).
The foregoing items numbered 1 to 12, inclusive,
together constitute the "Conditions Precedent to Disposition"
Staff is seeking authorization to make these adjustments prior to December 17, 1985, in
order to comply with the original Agreement. The Agreement does allow for mutually
agreed upon modifications, and the developer has reviewed and concurs with the staffs
request.
FUNDING SOURCE:
Not applicable.
ALTERNATIVE ACTIONS;
1. Deny staff authorization to draft minor modifications. This would result in an
Agreement which could not be executed.
ATTACHMENTS:
1. List of Conditions Precedent
2. Original Schedule of Performance
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EXHIBIT "2"
ATTACHMENT NO. 5
SCHEDULE OF PERFORMANCE
I. GENERAL PROVISIONS
_. 1. Execution of Agreement Not later than forty-five
by the Agency. The Agency (45) days after the date
shall approve and execute of execution and submission
this Agreement, and shall of three (3)•copies of
deliver one (1) copy this Agreement by the
thereof to the Developer. Developer.•
2. Submittal of-DesLqn Concept Upon execution of this
Drawings. Developer shall Agreement.
prepare and submit to the
Agency the Design Concept
Drawings.
3. ... Review of _Design Concept
Drawings. Agency approves
or disapproves the Design
Concept Drawings.
Concurrent with approval of
this Agreement
4. Submission of Revised Within three (3) weeks
DesiSM Concept -Drawings of receipt of submittal.
If original submittal or
resubmittal disapproved,
Developer revises Design
Concept Drawings and
resubmits to Agency. _
II. ENTITLEMENT AND MAP APPLICATION CONSTRUCTION DOCUMENTS AND
BUILDING PERMIT WITH RESPECT THE: PROPERTY
5. Submission of Design
Development Drawings
and Landsca in Plan.
Developer shall apply for
project entitlement and
subdivision mapping and
submit to the Planning
Commission Design Develop-
ment Drawings (including site
plans,.floor plans and
elevations) and Landscaping
Not later than ninety (90)
days after the execution of
this Agreement.
08/19/85 - Attachment No. 5
6740p/2273/00 Page 1 of 5
Plans, a Planned Sign Program,
Grading Plan, and Precise Plan
of Street Alignments.
6.
Review of Design Development
Not later than than thirty
Submittal Package by the
(30) days after submittal,
Department of Development
the applications will be
Sevices.
reviewed for completeness.
7.
Review of Design Develop-
Within eight (8) weeks
ment Drawings and Plans.
after submittal is deemed
The Planning Commission
complete.
shall consider the Design
Development Drawings and
the Landscaping Plan,
Sign Program, and Finish
Grading Plan. The Planning
Commission shall make a
finding concerning General
Plan conformance of any
proposed street vacation.
8.
Revisions, if any. Developer
Within two (2) weeks after
shall prepare Revised
initial Planning Commission
Design Development Drawings
consideration.
as necessary.
9.
Appeal by Applicant, Agency/
Withing ten (10) days after
Council, or Other Interested
such decision by the Plan -
Parties. Appeal may be made
ning Commission.
to the City Council from any
decision, determination, or
requirements of the Planning
Commission.
10.
Review of Final Design
Within the ten (10) day
Development Drawings and
Appeal Period after Planning
Plans. The Agency shall
Commission decision.
consider the Design Devel-
opment drawings and all
other submittals approved
by the Planning Commission.
11.
Submittal of Construction
Not later than one hundred
Drawings. The Developer
eighty (180) days after
submits to the City com-
Planning Commission review
plete construction drawings
and approval.
for all of the Developer
Improvements.
08/19/85 Attachment No. 5
6740p/2273/00 Page 2 of 5
12. Review of Complete
Drawings. The City and
its Building Official shall
review the construction
drawings submitted
by the Developer.
13. Final Review of Complete
Drawings. The City and
its Building Offical shall
review the construction
drawings (revisions) sub-
mitted by the Developer.
14. Obtainina of Buildina Permits.
Developer shall obtain all
building and other permits
needed to commence
construction of the Developer
Improvements.
III. ACQUISITION OF THE PROPERTY
15. Initial Advance. Developer
makes Initial Advance.
16. Developer Efforts. Developer
commences efforts to assemble
Property.
17. Condition to Agency Efforts.
Developer satisfies all
Conditions to Agency Efforts
(pursuant to Section 202).
Within forty-fiv^ (45) days
after submittal -.)y
Developer.
Within twenty (20) days
after resubmittal by the
Developer.
Not later than three (3)
week after final approval
of complete drawings.
Approval of the Finish
Grading Plan, completion
of Final Landscaping Plan
and Sign Program, and
the satisfaction of the
Conditions Precedent
to Disposition are all
conditions to the
issuance of building
permits. Building
permits shall be obtained
not later than three (3)
weeks after final approval.
As set forth in Section
203(a) of the Agreement.
Within five (5) days after
Agency executes the
Agreement.
Within one hundred eighty
(180) days after
Agency executes the
Agreement.
18. Agency Efforts. Within thirty (30) days
Agency commences acquisition after Planning Commission
efforts. approval and any subsequent
appeals.
08/19/85 Attachment No. 5
6740p/2273/00 Page 3 of 5
19. Street Vacation Proceedings.
City initiates street
vacation proceedings.
IV. DISPOSITION OF THE PROPERTY
20. Opening of Escrow.
Agency opens escrow.
21. Conditions Precedent.
Developer satisfies all
the Conditions Precedent
to Disposition.
22. Disposition Documents
Within thirty ;30) days
after the Pl_.1ning Com-
mission makes a finding of
General Plan conformance
and project approval (and
exhaustion of all appeals)
Within one hundred (100)
days after the execution of
this Agreement by the
Agency.
Not later than one -
of hundred twenty (120)
days after approval
of this Agreement
by the Agency.
(a) Developer executes the
Pier Side Lease, the
Parking Lease, and the
Agency Deed
(b) Agency executes the
Pier Side Lease, the
Parking Lease, and
the Agency Deed.
23. Disposition Transfers.
The Disposition Transfers
are effected.
V. CONSTRUCTION PHASE
24. Commencement of Construction.
Developer shall commence
construction of the
Developer Improvements.
Prior to the Disposition
Transfers.
Upon fulfillment of the
Conditions Precedent after
execution by the Developer,
and prior to, or concurrent
with the Disposition
Transfers.
Within thirty (30) days
after the satisfaction
of all of the Conditions
Precedent to Disposition
and upon issuance of
Building Permits for the
Developer Improvements.
Not later than forty-
five (45) days after
the Disposition Transfers,
which in no event shall be
later than three hundred
sixty-five (365) days after
the execution of the
Agreement.
08/19/85 Attachment No. 5
6740p/2273/00 Page 4 of 5
25. Completion of Construction. Not later than P';hteen
Developer shall complete (18) months aftcr the
construction of all of the earlier of: (i) the
Development Improvements. Disposition Transfers; or
(ii) the commencement of
construction.
08/19/85 Attachment No. 5
6740p/2273/00 Page 5 of 5
-REQUEST FOrt REDEVELOPMENT AjENCY ACTION
RH 85-49
Date September 30, 1985
Honorable Chairman and Redevelopment Agency be
Submitted to:
Charles W. Thompson, Chief Executive ffice ,
Submitted by:
Douglas N. La Belle, Deputy City Administrator/Redevelopmen
Prepared by:
PLANNING AND NEGOTIATING AGREEMENT - HUNTINGTO ACIFICA
Subject: DEVELOPMENT GROUP FOR THE MAIN -PIER SUBAREA
Consistent with Council Policy? Yes [ J New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
Transmitted for the Redevelopment Agency's consideration is a Planning and Negotiating
Agreement with the Huntington Pacifica Development Group. The Redevelopment Agency
originally entered into an Exclusive Negotiating Agreement with Huntington Pacifica
Development Group for the Main -Pier subarea on August 20, 1984. This agreement was
subsequently extended for a 180-day period on November 19, 1984, and additional 60-day
extensions on May 18, 1985 and July 15, 1985. Agency staff is requesting a new 12 month
Exclusive Negotiating Agreement for the three -acre area bounded by Second Street, the
future alignment of Walnut Avenue, Lake Street, and Pacific Coast Highway. This area was
part of the original .Exclusive Negotiating Agreement with the Huntington Pacifica
Development Group; however, it was not included in the Disposition and Development
Agreement.
RECOMMENDED ACTION:
Enter into a Planning and Negotiating Agreement with the Huntington Pacifica Development
Group for a one year period from September 16, 1985 to September 15, 1986.
ANALYSIS:
On August 19, 1985, the Redevelopment Agency authorized the preparation of an Exclusive
Negotiating Agreement with the Huntington Pacifica Development Group for the three -acre
area immediately east of the area included in the Main -Pier Disposition and Development
Agreement.
In working with the developer, it was determined that the additional time would be needed
to conclude plans for this area; therefore, a new Exclusive Negotiating Agreement is
requested. A new Agreement period will provide the developer and staff sufficient time to
better estimate the marketability of development for this area and will provide the
developer additional time to negotiate with the property owners.
Staff will work with the developer to finalize the details of the Scope of Development and
Schedule of Project implementation, and intends to use the agreement period to properly
plan the area and meet the objectives of the Main -Pier subarea.
P10/7J85
RH 85-40
September 30, 1985
Page Two
The new Agreement has been drafted to include specific performance criteria and
benchmarks for monitoring the developer's progress during the one-year exclusive
negotiating period.
To date, Huntington Pacifica Development Group has approached the majority of the
property owners within the Project Area and is in various stages of negotiations. In
addition, they are preparing alternative development plans for this area based on the
assumption that the Scope of Development in the DDA is obtained. Staff has met with
the developers in the preparation of this Agreement and will be prepared to make a
report, as appropriate, at the October 14th meeting.
FUNDING SOURCE:
1. None at this time.
ALTERNATIVE ACTIONS:
1. Continue action on the PIanning and Negotiating Agreement for additional review
time.
2. Modify the length of the agreement, and/or the scope of developer's performance.
ATTACHMENTS:
1. Area Map.
2. Letter of Request for consideration from the Huntington Pacifica Development
Group.
3. Planning and Negotiating Agreement.
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t213) 587-2383
Mr. Charles Thompson
City Administrator/Redevelopment Director
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Dear Mr. Thompson,
Attachment 8
R2('CIVED
AUu 1 Q 1�U5
REDEVELOPMENT
August 141 1985
As a follow-up to our negotiations to enter into a
Disposition and Development Agreement with the Redevelopment
Agency to develop property within the Main -Pier Subarea, we
hereby request the Redevelopment Agency to grant us the
exclusive right to negotiate with property owners in the
block bounded by Lake Street, 2nd Street, Pacific Coast
Highway and the southeasterly extension of walnut Avenue for
a period of one year.
As you know, we have made contact with several property
owners in this area with hopes of including it within our
initial development plan, however, a preliminary economic
analysis indicated the program would be more ambitious than
we could handle at this time. It was felt that the overall
project would be better served by including the property in a
later phase.
I trust this request can be acted on by the Redevelopment
Agency along with our Disposition and Development Agreement
for the Main -Pier Subarea.
Please contact our office if you need additional
information.
Respectively Submitted,
Richard Schwartz
RS:dbd
LJ
PLANNING AND NEGOTIATING AGREEMENT BY AND
BETWEEN THE HUNTINGTON BEACH REDEVELOPMENT
AGENCY AND HUNTINGTON PACIFICA DEVELOPMENT GROUP
FOR THE MAIN -PIER SUBAREA OF THE MAIN -PIER
REDEVELOPMENT PROJECT AREA
THIS EXCLUSIVE NEGOTIATING AGREEMENT*(the "Agreement") is
made and entered into this 14th day of October, 1985, by and
between the HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public
body (the "Agency") and Huntington Pacifica Development Group,
a California Joint Venture, having its office at
, California (the "Developer").
R E C I T A L S
' In furtherance of the objectives of the Community
Redevelopment Law of the State of California, the Agency is
desirous of encouraging the redevelopment of those certain
parcels of land located..within the Subarea Main -Pier of the
Main -Pier Redevelopment Project, as shown on Exhibit "A"
attached hereto (the "Main -Pier Subarea").
SITE I
The Developer desires to redevelop that portion of the
Main -Pier Subarea as designated on Exhibit "A" as "Site 2."
The Agency desires that the redevelopment of Site 1 proceed in
a manner compatible with "Site 1" (which is that certain area
designated as in the Disposition and
Development Agreement by and among the Huntington Beach
Redevelopment Agency, the City of Huntington Beach and
Huntington Pacifica Development Group, dated as of )
adjacent properties and consistent with the Redevelopment Plan.
The Developer acknowledges that plans for the redevelopment
of Site 2 must accomodate the interests of a majority of
landowners as set forth by Agency Resolution and that such
redevelopment should be compatible with adjacent uses within
the Subarea.
The Developer is desirous of negotiating a new Disposition
and Development Agreement with the Agency (the "DDA") or
amending the existing DDA to redevelop Site 1 with
visitor -serving commercial uses and various public uses.
MUTUAL UNDERSTANDING AND INTENT
It is understood that the Developer desires to enter into
this Agreement to demonstrate its capabilities to the Agency,
to seek the cooperation of existing property owners in
fulfilling the overall plan for the Main -Pier Subarea, to
evaluate the economic feasibility of redeveloping Sites 1"and
2, and thereupon, if the Developer obtains requisite consents
of property owners, and the Agency and the Developer are able
to agree upon terms for the disposition and development of Site
2 and possibly other appropriate portions of the Main -Pier
Subarea, to enter into a DDA.
It is further understood and acknowledged that the
economics of the development of the site by Developer and the
feasibility of the development of the Site by Developer and the
feasibility of the Agency and the Developer entering into a DDA
have not been determined to the satisfaction of either party.
It is the intent of this Agreement to provide a limited period
of time during which the Agency will work exclusively with the
Developer and participating property owners in making the
,appropriate assessments and preparing the necessary plans.
NOW, THEREFORE, the parties mutually agree as follows:
1. bevelopment Feasibility Study and Master Plan: Upon
execution of this Agreement by the Agency, the Developer shall
work cooperatively with existing property owners and commence
preparing or causing the preparation of a study concerning the
development feasibility of Site 2 of the Main -Pier Subarea.
Concurrently with such effort, and with property owner
involvement, the Developer shall prepare a proposed development
plan for the redevelopment of Site 2. The Site Plan shall
provide for the redevelopment of the area with facilities and
uses that should be compatible with the approved coastal plan
and will substantially upgrade the Main -Pier Subarea and the
surrounding vicinity.
2. An royal of Landowners. Commencing on or before the
date the Agency executes this Agreement and continuing
throughout the next twelve (12) months (the "Negotiating
Period"), the Developer shall seek approval and consent of the
landowners representing greater than fifty percent (50*;) of
landholdings within Site 2 to consent in order to enter into a
DDA with the Agency as to Site 2 to act as developer thereunder.
3. Developer's Progress Report: Ninety (90) days after
the Agency executes this Agreement, the Developer shall make a
complete progress report to the Agency, fully describing its
achievements with respect to evaluating the Main -Pier Subarea,
and obtaining the Consents (the "Progress Report"). If
requested by the Agency or the staff of the Agency, the
Developer shall augment such Progress Report, and appear before
the Agency at a public meeting :.o further supplement its report
to its activities. One hundred and eighty (180) days after the
execution of the Agreement, the Developer shall provide the
0293p/2273/00 -2-
�1J
Agency with a draft Site Plan for Site 2 including any
subsequent schematic data requested by the Agency or Agency
staff.
4. Negotiating Period:
a) During the Negotiating Period, the Agency and the
Developer shall negotiate in good faith to reach agreement on
business points and prepare the DDA.- The Agency agrees that,
unless this Agreement is terminated, it shall not during the
Negotiating Period, negotiate with any other person or entity
regarding the redevelopment of Site 2, except other existing
property owners; the foregoing shall not be deemed to prevent
the Agency from furnishing to anyone public records and
information pertaining to the Main -Pier Subarea available to
the Agency.
b) Thirty (30) days priro to the end of the Negotiating
Period, the Developer shall make a complete report to the
Agency with respect to all of the activities of the Developer
hereunder (the "Final Report"). The Final Report shall
include,•without limitation, a proposed Site Plan for the area
as part of the redevelopment of the Main -Pier Subarea. In
addition the Final Report shall contain all information
Identified in Exhibit "B."
S. A51ency-02tion to Terminate. In the event that (i) the
Developer fails, in a timely manner, to make the Progress
Reports or the Final Report in scope and detail acceptable to
the Agency in its sole discretion, or (ii) the Developer
advises the Agency that it is not feasible for the Developer to
proceed with the redevelopment of Site 1, the Agency shall, at
its option, and upon written notice to the Developer, terminate
this Agreement; thereafter except with respect to and the
provision of the Progress Report and the Full Report, neither
party shall have any obligation or liability to the other party.
5. Termination of Agreement. This Agreement shall
terminate at the end of the Negotiating Period (as defined
herein), unless earlier terminated pursuant to Section 5 or
extended upon mutual agreement of the parties.
7. Extension of Negotiations: The Developer acknowledges
that the Agency shall not be obligated to extend the term of
this Agreement or to enter into any DDA with the Developer;
provided that, subject to the terns set forth in this Agreement,
the Agency (and the Developer) shall negotiate in good faith
with respect to a DDA for Site 2 and shall consider reasonable
requests to extend negotiations in the event the Developer has
proceeded diligently hereunder. In the event of termination or
expiration of this Agreement,, the Agency shall be free at its
option to negotiate with any persons or entities with respect
0293p/2273/00 -3-
to the redevelopment of Site 2 of the Main -Pier Subarea.
Developer specifically acknowledges that this Agreement creates
no interest or right in the Main -Pier Subarea (or any portion
thereof), other than those parcels owned or controlled by
Developer, and the Developer hereby waives any right to claim
such other interest as a result hereof.
S. Reports Become Property of Agency: The Developer
agrees and acknowledges that the Progress Report and the Final
Report shall be the property of the Agency which may thereafter
use such Reports in its sole discretion.
9. Agency Non -Liability for.Cost of Study: The Developer
agrees and acknowledges that, irrespective of whether the
parties enter into a DDA, the Agency shall have no obligation
to contribute toward any cost of the study of the Main -Pier
Subarea, the preparation of the Site Plan, or the preparation
of the Progress Report or the Final Report.
10. Prohibition Against Discrimination: The Developer
agrees that there shall.be no discrimination against or
segregation of, any person, or group of persons, on account of
sex, race, color, age marital status, religion, creed, national
origin or ancestry in the sale, lease sublease, trasnfer, use,
occupancy, tenure or enjoyment of the Subarea, nor shall the
transferee establish or permit any such practice or practices
of discrimination or segregation with reference tc the
selection, location, number, use of occupancy of t_nants,
lessees, subtenants, sublessees or vendees of the land.
11. Conditions of Assignment of Agreement: This Agreement
shall not be assigned by the Developer without prior written
approval of the Agency, which the Agency shall grant or refuse
at its sole discretion. The Agency acknowledges that, if the
Developer desires to proceed to redevelop Site 1 pursuant to an
agreement with the Agency, the Developer may desire to assign
its rights in this Agreement to another corporation,
partnership, joint venture or other entity with which the
Developer or its shareholders, directors or officers are
affiliated and as to which the Developer retains at least a
fifty percent (50%) of the profits and losses and management
authority (an "Affiliated Entity"). The Agency agrees to
consider a request by the Developer to assign the Developer's
rights and obligations pursuant to this Agreement to an
Affiliated Entity.
12. DDA Approval by Agency: The Developer's principals,
associates, partners, joint ventures, negotiators, development
manager, consultants, professionals and employees shall not be
deemed employees of the Agency for any purpose.
0293p/2273/00 -4-
13. DDA Approval by Agency: If the negotiations hereunder
culminate in a DDA signed by Developer, such an agreement shall
become effective only after and if the DDA has been considered
and approved by the Agency at its sole discretion following a
duly -noticed public hearing.
14. DDA Approval by Agency: This Agreement sets forth the
entire agreement between the Agency and -the Developer.
The parties hereof have executed this Agreement the day and
year first appearing herein.
ATTEST:
-.Agency Clerk
APPROVED AS TO FORM:
Agency Counsel
Chairperson
H:UNTINGTON PACIFICA DEVELOPMENT
GROUP COMPANY, a California
Partnership
INITIATED AND APPROVED AS TO
CONTENT:
Redevelopment Coordinator
REVIEWED AND APPROVED AS TO FORM:
Special Agency Counsel
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PLANNING do NEGOTIATING AGREEMENT
FINAL REPORT OUTLINE
1. SCOPE OF DEVELOPMENT:
. Site Plan
. Description of Subareas
• Schematics
• Estimated Project Budget
. Costs per Sq. Ft.
. Agency Participation
. Anticipated Income
. List of Potential Tenants or Operators
2. SITE ACgUISrftON:
• Property Ownership `tap
. Property Owners by Subareas
. Property Owners A.P. List - Names, Addresses, Contact Person -
& Size of Holdings
. Title Report for all Acquisitions
. Purchase Offer for all Non -Acquisitions
. Letters of Project Support for all Non Acquisitions - Stating
Plan Review and Offering Consent for Incorporation of Parcels
Into the Proposed Project.
3. MARKET OR FEASIBILITY STUDY:
Including Projected Benefits to the City (Employment, Sales Tax,
etc.)
4. DEVELOPMENT TEAM: - -
Description & Capitalization of Responsible Entities (Individual,
Partnership, Corporation, etc.)
Full Disclosure of Principals, Officers, Stockholders, Partners,
Joint Ventures, Employees, and Others Associated with the
Developer
. Liability of and Guarantees by Participants
. Experience of Participants
. Capability to do Project Based on Evidence of Commitment
by Participants, Lenders, and/or Partners
. References
Financial Statements
5. SCHEDULE OF PERFORMANCE:
1416h
DISPOSITION AND DEVELOPMENT AGREEMENT _
by and among
HUNTINGTON'BEACH REDEVELOPMENT AGENCY,
AGENCY,
and
CITY OF HUNTINGTON BEACH,
CITY,
and
HUNTINGTON PACIFICA DEVELOPMENT GROUP,
DEVELOPER
DISPOSITION AND DEVELOPMENT AGREEMENT
by and among
HUNTINGTON
BEACH REDEVELOPMENT AGENCY
and
CITY OF HUNTINGTON BEACH
and
HUNTINGTON
PACIFICA DEVELOPMENT GROUP
TABLE OF CONTENTS
I. [§100]
SUBJECT
OF AGREEMENT
A.
[§101]
Purpose of Agreement
B.
[§102]
The Redevelopment Plan
C.
[6103]
The Site
D.
[§104]
Parties to the Agreement
1.
[§105] The Agency
2.
[§106] The Developer
3.
[§107] The City
4.
[§108]
Prohibition Against
Change in Ownership,
Management and Control
of Developer
II. [§200] ASSEMBLY OF THE SITE
A.
[§201]
Developer Efforts
B.
[§202]
Conditions to Agency Efforts
C.
[6203]
Developer Advance
'D.
[§204]
Agency Efforts
E.
[§205]
Street Vacation
III. [§300]
DISPOSITION
OF THE PROPERTY
A.
[6301]
Pier Side Lease and Agency Deed
B.
[§302]
Conditions Precedent to
Disposition
[§303]
Escrow
D.
[§304]
Transfer and Delivery
of Possession
E.
[§305]
Form of Disposition Documents
F.
[§306]
Condition of Title
0.
[§307]
Time for and Place of Delivery
of Disposition Documents
H.
[§308]
Taxes and Assessments
I.
[§309]
Recordation of Documents
J.
[§310]
Title Insurance
K.
[6311]
Occupants of the Property
L.
[§312]
Condition of the Property
IV. [§400]
DEVELOPMENT OF THE PROPERTY
A.
[§401]
Development of the Property by
the Developer
1.
[§402] Scope of Development
2.
[6403] Design Concept Drawings
3.
[§404] Design Development. Drawings
and Related Documents
_4.
[640S]
Approval of Plans, Drawings,
and Related Documents
ii
S.
[§406] Construction Drawings
6.
[§407] Cost of Construction
7.
[5408] Construction Schedule
S.
[§409] Bodily Injury and
Property Damage Insurance
9.
[§410] City and other Govern-
mental Agency Permits
10.
[§411] Rights of Access
11.
[§412] Local, State and Federal
Laws
12.
[94131 Antidiscrimination During
Construction
B. [5414]
Taxes, Assessments, Encumbrances
and Liens
C. [§415]
Prohibition Against Transfer of
the Site, the Buildings or
Structures Thereon and Assignment
of Agreement
D. [§416]
Mortgage, Deed of Trust, Sale and
Lease -Back Financing; Rights of
Holders
1.
154171 No Encumbrances Except
Mortgages, Deeds of Trust,
or Sale and Lease -Back
for Development
2.
[§418] Holder Not Obligated to
Construct Improvements
3.
[§419] Notice of Default to
Mortgagee or Deed of Trust
Holders; Right to Cure.
4.
[6420] Failure of Holder to
Complete Improvements
iii
5.
[§421] Right of the Agencv to
Cure Mortgage or aed of
Trust Default
E.
[§422]
Right of the Agency to Satisfy
Other Liens on the Site After
Title Passes
F.
[§423]
Certificate of Completion
V. [§500]
USE OF
THE PROPERTY _..
A.
[§501]
Uses
B.
[§502]
Rights of Access
C.
[§503]
Effect of Violation of the
Terms and Provisions of this
Agreement After Completion of
Construction
VI. [§600]
DEFAULTS AND REMEDIES
A.
[§601]
Defaults --General
B.
[§602]
Legal Actions
1.
[6603] Institution of Legal
Actions
2.
[§604] Applicable Law
3.
[§605] Acceptance of Service
of Process
C.
[§606]
Rights and Remedies Are
Cumulative
D.
[§607]
Inaction Not a Waiver of
Default
E.
[§608]
Damages
F.
[§609]
Specific Performance
G.
[§610]
Remedies and Rights Prior to
the Disposition Transfers
iv
1.
[6611) Ternination by the
Developer
2.
[§612] Termination by the
Agency
ii.
1§6131
Remedies if the Parties for
Default After Passage of Title
and Prior to Completion of
Construction
1.
[§614] Termination and Damages
2.
I§6151 Action for Specific
Performance .
I.
[§616]
Reentry and Revesting of Title
in the Agency After the Conveyance
VII. [57001
GENERAL
PROVISIONS
A.
[5701]
Notices, Denands and Communica-
tions Between the Parties
B.
[§7021
Conflicts of Interest
C.
[§703]
Enforced Delay; Extension of
Times of Performance
D.
1§7041
Non-libility of Officials and
Employees of the Agency and City
E.
[§705]
Submission of Documents to the
Agency for hpproval
F.
[§706]
Reentry Preferences
G.
[5707]
Relocation of Existing Occupants
H.
[6708)
Development of City Parcel
I.
[5709)
Adjacent Area
J.
[5710)
Amendments to this Agreement
VIII. [5800]
ENTIRE
AGREEMENT, WAIVERS
IX. [§900)
TIME FOR ACCEPTANCE OF AGREEMENT BY
AGENCY
v
ATTACHMENTS
Attachment
No.
1
Site Map
Attachment
No.
2
Legal Description
Attachment
No.
3
Pier Side Lease
'
Attachment
No.
4
City Lease
Attachment
No.
S
Schedule of Performance
Attachment
No.
6
Agency Deed
Attachment
No.
7
Guaranty and Agreement of
Stanley M. Bloom
Attachment
No.
6
Guaranty and Agreement of
Richard Schwartz
Attachment
No.
9
Guaranty and Agreement of
Sol Bitensky
Attachment
No.
10
Guaranty and Agreement of
Uri E.-Gati
Attachment
No.
22
Scope of Development
Attachment
No.
12
Method of Financing
Attachment
No.
13
Parking Lease
Attachment
No.
14
Memorandum of Option
vi
R
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the
HUNTINGTON BEACH REDEVELOPMENT AGENCY (the "Agency"), the CITY OF
HUNTINGTON BEACH (the "City"), and HUNTINGTON PACIFICA DEVELOPMENT
GROUP, California general partnership (the "Developer"). The
Agency and the Developer hereby agree as follows:
I. (9100) SUBJECT OF AGREEMENT
A. (§101] Purpose of Agreement
The purpose of this Agreement is to effectuate the
Redevelopment Plan (as hereinafter defined) for the Main -Pier
Redevelopment Project (the "Project") by providing for the
disposition and development of certain property situated within
the Project Area (the "Project Area") of the Project. That
portion of the Project Area to be developed pursuant to this
Agreement (the "Property") as depicted on the "Site Map", which is
attached hereto as Attachment No. 1 and incorporated herein by
reference. This Agreement is entered into for the purpose of.
developing the Property and not for speculation in land holding.
Completing the development on the Property pursuant to this
Agreement is in the vital and best interest of the City of
Huntington Beach, California (the "City") and the health, safety,
morals and welfare of its residents, and in accord with the public
purposes and provisions of applicable state and local laws and
requirements under which the Project has been undertaken.
B. 1§1021 The Redevelopment Plan
The Redevelopment Plan was approved and adopted by
Ordinance No. 2578 of the City Council of the City of Huntington
Beach and amended by Ordinance No. 2634; said ordinances and the
Redevelopment Plan (the "Redevelopment Plan") are incorporated
herein by reference.
C. (6103) The Site
-The Site is that portion of the Project Area so
designated on the Site Map (Attachment No. 1) and described in the
"Legal Description", which is attached hereto as Attachment No. 2
and is incorporated herein by reference. .
The Site includes the "Pier Side Portion" (which is
that portion of the Site referenced in the "Pier Side Lease",
which is attached to this Agreement as Attachment No. 3 and is
incorporated herein), the "Walnut -Main Portion" (which is that
portion of the Site as designated on the Site Map [Attachment
No. 11 and the Legal Description. (Attachment No. 21), the "City
Parcel" (which is that portion of the Site so designated on the
Site Map [Attachment No: 1)), the "Northeast Portion" which is
that portion of the Site Aso designated on the Sit.. Map [Attachment
No. 11, and the "Remaining Portion" (which is all of the Site
other than the Pier Side Portion, the Northeast Portion and the
City Parcel as so designated in the Site Map [Attachment No. 11
and the Legal Description [Attachment No. 211. Such portion of the
Remaining Portion as may be acquired by the Developer shall
constitute the "Developer Parcel", and such portion of the
Walnut -Main Portion as may be acquired by the Agency for
conveyance to the Developer shall constitute the "Agency Sales
Parcel."
The Pier Side Portion and the Remaining Portion
shall together constitute the "Property".
D. 111041• Parties to, the Agreement
1. [6105) The Agency
The Agency is a public body, corporate and
politic, exercising governmental functions and powers and
organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California. The principal
office of the Agency is located at City Hall, 2000 Main Street,
Huntington Beach, California.
"Agency", as used in this Agreement, includes the
Huntington Beach Redevelopment Agency, and any -assignee of or
successor to its rights, powers and responsibilities. -'The
Agency shall not be responsible for the undertakings of.the
City pursuant to this -Agreement.
2. [§106) The Cites
The City is a municipal corporation. The
principal office of the City is located at City Hall, 2000 Main
Street, Huntington Beach, California, 92648. The City shall
not be responsible for the undertakings of the Agency pursuant
to this Agreement.
3. 151071 The Developer
The Developer is Huntington Pacifica Development
Group, a California general partnership in which Pacific
Heritage Corporation, a California corporation ("Heritage"),
and Aviv Group Limited, a California limited partnership
("Aviv") in which Aviv Development Corporation, a California
corporation ("Aviv Corp.") is the sole general partner, are the
sole general partners. Each partner and the Developer has
represented to the Agency that the, Developer has the experience
and qualifications necessary to perform as Developer pursuant
to this Agreement.' The principal office and mailing address of
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a; -
the Developer for purposes of this Agreement is Y:ntington
Pacifica Development Group, 2905 East 50th Streec, Vernon,
California 90058.
By executing this Agreement, each person signing
on behalf of the Developer or one of its constituent entities
warrants and represents to the Agency that it has the full
power and authority to enter into this Agreement, that all
authorizations required to make this Agreement binding upon
such party have been obtained, and that the person or persons
executing this Agreement on behalf of such party has been fully
authorized to do so.
4. 15108) Prohibition_Against_Change in -Ownership,
Management and Control of Develo er
The qualifications and identity of the Developer
are of particular concern to the City and the Agency. It is
because of those qualifications and identity that.the Agency
has entered into this Agreement with the Developer. No
voluntary or involuntary successor in interest of the Developer
shall acquire any rights or powers under this Agreement except
as expressly met forth herein.
Prior to the issuance of a Certificate of
Completion with respect to all inprovements to be provided by
the Developer pursuant to -this Agreement (the "Developer
Improvements"), the Developer shall not assign all or any part
of this Agreement or any rights hereunder without the prior
written approval of the Agency, which approval shall not be
unreasonably withheld; provided that reasonable conditions may
be imposed by the Agency. In the event the Developer proposes
to assign any of its interests pursuant to this Agreement to or
among its affiliates and/or a financial institution providing
funds for the development of the Property, the Agency will not
unreasonably withhold its approval, provided that: (1) the
assignee shall expressly assume the obligations of the
Developer pursuant to this Agreement in writing satisfactory -to
the Agency; (2) the original Developer shall remain fully
responsible for the performance and liable for the obligations
of the Developer pursuant to this Agreement; and (3) any
guarantees provided to assure the performance of the
Developer's obligations pursuant to this Agreement shall remain
in full force and effect.
As of the execution of this Agreement, (i)
Stanley M. Bloom and Richard Schwartz and (ii) Sol Bitensky and
Uri E. Gati own a majority of the outstanding shares of
Heritage and Aviv Corp., respectively. Such persons shall
retain such majority interest in such entities unless the prior
written approval of the Agency is hereafter obtained.
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N
r
All of the terms, covenants and corditions of
this Agreement shall be binding upon and shall ;.lure to the
benefit of the Developer and the permitted successors and
assigns of the Developer. Whenever the term "Developer" is
used herein, such -term shall include any other permitted
successors and assigns as herein provided.
11. [§2001 ASSEMBLY OF THE PROPERTY '
A. [ §2011 Developer_ Efforts
The Developer shall exercise diligence to assemble
the Property, including without limitation extending offers to
purchase all portions of the Property as to which sale is not
precluded as a matter of law. Such offers shall be made by the
time established therefor.in the "Schedule of Performance",
which is attached hereto as Attachment No. 5 and is
incorporated herein by reference.
With respect to any portion'of the Property as to
which fee title is conveyed by the Agency to the Developer, the
Developer shall pay to the Agency as its purchase price (the
"Purchase Price") all costs incurred by the Agency in
connection with the acquisition of property including without
limitation% consideration payable to the owner of such
property, relocation benefits (provided that Section 204[b] of
this Agreement shall be enforceable according to its terms),
costs of relocation services (staff and/or consultants),
condemnation awards (including all amounts awarded in
connection with such actions), attorney fees, appraisal costs,
witness fees, court costs, escrow fees and title insurance.
B. 1§2021 Conditions to AgencyAgenSy Efforts
As conditions precedent to the obligation of the
Agency to initiate efforts to assemble the Property, the
Developer shall:
(a) comply with Section 201 of this Agreement to the
reasonable satisfaction of the Agency;
(b) make the "Developer Advance" in conformity with
Section 203 of this Agreement;
(c) not be in default of the provisions of this
Agreement;
(d) have approved Design Concept Drawings (pursuant
to Section 403 of this Agreement); and
(e) provide proof satisfactory to the -Agency that the
Developer has obtained construction financing
adequate to assure completion of all of the
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. ".
Developer Improvements, and permanent financing
with respect to the Property and tI. Developer
Improvements; and
(f) request the Agency to proceed with acquisition.
C. [5203) Developer Advance
(a) The Property is to be developed as a
fully -integrated project, with a concurrent start-up of
construction on all portions of the Property. To provide funds
to assemble the Property for disposition to the Developer
consistent with this Agreement, it will be required that the
Developer advance to the Agency all funds used by the Agency
for acquisition of the Property. No advance of funds by the
Developer or participation by the Agency with respect to
acquisition shall be required with respect to those portions of
the Property acquired by the Developer.
Within five (5) business days after the Agency
furnishes evidence of title with respect to the.Pier Side
Portion as referenced in Section 611(f), the Developer shall
confirm that such evidence of title is acceptable and the
Developer shall advance funds (the "Initial Advance") to the
Agency in the amount of Fifty Thousand Dollars ($50,000) for
the reimbursement of the following items of Agency expense:
(1) preliminary acquisition appraisals of the costs of
acquisition of the Property; and (2) updated acquisition
appraisals of the costs of acquisition of the Property. The
Developer will supplement the Initial Advance with funds as are
required by the Agency for such appraisals at times and in
amounts to be mutually agreed upon. The Initial Advance shall
be made in the form of cash, cashier's check or certified
check.
The Initial Advance shall be nonrefundable to the
Developer if this Agreement is terminated by either the
Developer pursuant to Section 611 of this Agreement or by the
Agency pursuant to Section 612 of this Agreement. If the
Agreement is not terminated pursuant to Section 611 of 612
hereof, the Initial Advance shall become included in the
Developer Advance (as hereinafter defined).
The Developer shall advance to the Agency within ten
(10) working days after request therefor by the Agency any and
all costs of Agency for real estate purchase, relocation (exept
to the extent otherwise provided in part [b) of Section 204 of
this Agreement), and any other costs associated with site
acquisition, including, but not limited to, court judgments,
court costs, attorneys' fees, appraisal fees (except for
updated acquisition appraisals) and expert witness fees; the
advance of all such acquisition costs constitutes the Developer
advance ("Developer Advance") under this Agreement. The
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u u ..
Developez Advance shall be made in the form of cosh, cashier's
or certified check, all on deposit with the Agei._y, or an
irrevocable Letter of Credit. If Developer elects to maintain
an irrevocable Letter of Credit, it shall be a direct -pay
letter of credit in the amount of one hundred fifty percent
(150%) of the estimated value of the property within the
Property (as herein defined) subject to acquisition, as such
value is determined by an appraiser designated by the Agency;
such irrevocable Letter of Credit shall be provided when
demanded by the Agency at the time required in the Schedule of
Performance (Attachment No. 5). The Letter of Credit shall be
issued by a bank authorized to do business in the State of
California and which has been approved by the Chief of
Administrative Services for the City (who shall act reasonably
in making such determination). The Letter of Credit must be
approved as to the surety, and otherwise as to its sufficiency
and form by the Agency (and its attorney).. The Letter of
Credit shall be conditioned for the payment of Acquisition
Costs when required by Agency. The obligations and liabilities
of the bank under the Letter of Credit shall be continuing
obligations and liabilities, provided that the bank issuing the
Letter of Credit, upon giving sixty (60) days prior written
notice to the Agency through its Executive Director, may
terminate its liability only after expiration of the period of
such notice. If the bank under the Letter of Credit serves any
notice of termination of liability as provided above, Developer
shall furnish or cause to be furnished to the Agency, prior to
the expiration of said notice, a new Letter of Credit in a
principal sum as required by the Agency. Such new Letter of
Credit shall be irrevocable and shall be subject to the same
requirements as to bank, surety,.sufficiency, form and notice
required for termination.
(b) In the event that the Agreement is terminated
after all or any portion of the funds comprising the Developer
Advance have been expended, any unexpended part of the
Developer Advance will be returned to the Developer and the
Agency will provide the Developer with a promissory note (the
"Termination Note") for the expended portion of the Developer
Advance, drawing interest at the lesser of (i) twelve percent
(22%) per annum or (ii) a floating rate calculated at one point
above the prime rate of Bank of America NT & SA as in effect
from time to time with respect to short-term borrowings, with
such interest to accrue from the date and based upon the amount
of each draw against the Developer Advance by the Agency. In
the event that the Agreement is terminated by the Developer.
after all or any portion of the Developer Advance has been
expended; the Agency will use diligent efforts to pay the note
by selling or leasing portions of the Property which have been
acquired, and applying the sale proceeds toward the note and
applying tax increment from the Property or other revenues from
the Property available to the Agency. Such repayment shall be
subject to the service of any Agency indebtedness existing at
the time of execution of this Agreement by Developer. In the
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event that the Agreement is terminated by the Developer for any
other reason, or in the event that the Agreement Ls terminated
by.the Agency, repayment of the Termination Note shall be made
only from proceeds of a subsequent sale or lease of the
Property and increases in tax increment from the Property above
the level generated in the fiscal year during which this
Agreement is executed, provided that such repayment is subject
to the service of any Agency indebtedness existing at the time
of execution of this Agreement by Developer and such future
indebtedness as may be incurred without substantially limiting
the ability of the Agency to make payments on the Termination
Note to the Developer.
(c) Nothing herein shall be deemed to prevent the
Agency from incurring future indebtedness with respect to the
Project and from pledging tax increments from the Project,
including the Property, to the payment of the indebtedness
represented by the Termination Note so long as the Agency does
not substantially limit its ability to make payments on the
Termination Note as herein provided. If the finance director
(Chief of Administrative Services) of the Agency or a qualified
consultant delivers to the Developer a written certification
that the amount of tax allocations and other revenues derived
from the Project and estimated by the finance director (Chief
of Administrative Services) to be received by the Agency are
sufficient to service all superior Agency obligations or
Indebtedness (including such future indebtedness as hereafter
proposed and the Termination Note), it will be deemed that the
Agency's ability to make payments on such Note is not
substantially limited.
D. 152041 Agency -Efforts
(a) Provided that the Developer is satisfying its
obligations pursuant to Sections 202 and 203 of this Agreement
on a continuing basis, the Agency agrees to conduct appropriate
hearings to consider the adoption of resolutions of necessity
to initiate proceedings for those portions of the Property
(including any interests in real or personal property) which
the Developer is unable to acquire. The Agency shall determine
whether to commence such proceedings by the time established
therefor in the Schedule of Performance (Attachment No. 5).
(b) Provided that the Developer is satisfying its
obligations pursuant to Sections 202 and 203 of this Agreement
on a continuing basis, the Agency shall bear the actual costs
of relocation benefits and assistance as Incurred pursuant to
state, federal, or local enactments with respect to occupants
of the Property displaced as a result of the undertakings set
forth in this Agreement up to a maximum aggregate amount (with
respect to all such-displacees and relocatees as combined) of
one million dollars ($1,000,000). Any relocation expenses or
benefits in excess of such Amount shall be borne by the
Developer; provided that the Developer reserves, to the extent
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provided by law, the ability to challenge in jud;cial
proceedings such payments. In addition, the pr.,�risions of
Section 706 shall be enforceable according to their terms.
Excepting those portions of the Site subject to the
Pier Side Lease (Attachment No. 3). those portions of the Site
that are conveyed by the Agency to the Developer shall be
conveyed pursuant to the "Agency Deed", which is attached
hereto marked Attachment No. 6 and is incorporated herein by
reference.
E. (12051
Street Vacation
Provided that the Developer is satisfying its
obligations pursuant to Sections 202 and 203 of this Agreement
on a continuing basis, the City will initiate proceedings to
vacate certain portions of city streets and alleys (the
"Vacation Portions") as depicted on the Site Map (Attachment
No. 1). Such proceedings shall,'subject to the foregoing, be
irritated by the time established therefor in the Schedule of
Performance (Attachement No. 5).
III. 153001 DISPOSITION OF THE PROPERTY
A. (9301) Pier Side Lease and Agency Deed
At the time established therefor in the Schedule of
Performance (Attachment Vo. 5), the Developer shall execute the
Pier Side Lease (Attachment No. 3) and shall deliver said Pier
Side Lease and the "Agency Deed" (which is attached to this
Agreement as Attachment No. 6 and is incorporated herein by
reference), to the Agency. The Pier Side Lease (Attachment
No. 3) and the Agency Deed (Attachment No. 6) collectively
constitute the "Disposition Documents". Upon receipt of -the
"Pier Side Lease" (which is attached hereto as Attachment No. 3
and incorporated herein by reference) and satisfaction of the
"Conditions Precedent to Disposition", as hereafter set forth
in Section 302 of this Agreement, the Agency or City, as
applicable, shall execute the Disposition Documents as set
forth in the Schedule of Performance (Attachment No. 5). The
Developer agrees and acknowledges that the interest of the
Agency in the Pier Side Portion shall be a leasehold interest
derived from the City pursuant to the terms of the
"City Lease", which is attached hereto marked Attachment No. 4
and is incorporated herein by reference. The Agency agrees to
obtain a leasehold estate pursuant to the City Lease
(Attachment No. 4) at or prior to the time established in the
Schedule of'Performance (Attachment No. 5) for the "Disposition
Transfers" (as hereinafter defined in Section 303 of this
Agreement).
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r
in addition, the Developer shall pay a': of those
costs, charges, fees and expenses as hereafter provided in this
Agreement to be paid by the Developer, shall discharge all of
its obligations pursuant to the Disposition Documents and
shall, at its cost, provide all of the "Developer Iiprovements"
as hereafter defined in the "Scope of Development", which is
attached hereto marked Attachment No. 11 and is incorporated
herein by reference. All such improvements to be provided
pursuant to the Pier Side Lease (Attachment No. 3) or in
connection therewith constitute the "Pier Side Improvements".
During the term of the Pier Side Lease (Attachment No. 3), the
rights and obligations of the respective parties shall be as
provided in the Pier Side Lease (Attachment No. 3). To the
greatest extent possible, the Pier Side Lease (Attachment No.
3), and the remainder of this Agreement shall be interpreted as
consistent and not in conflict. In the event of conflict
between the terms of the Pier Side Lease (Attachment No. 3) and
the remainder of this Agreement, the latter (all of this
Agreement except for the Pier Side Lease) shall control. In
addition, each of the "Guaranty and Agreement of Stanley M.
Bloom", the "Guaranty and Agreement of Richard Schwartz", the
"Guaranty and Agreement of Sol Bitensky" and the "Guaranty and
Agreement of Uri E. Gati", which are attached hereto marked as
Attachments No. 7, 8, 9 and 20, respectively, and which are
incorporated herein, shall be fully enforceable according to
their terms.
The Developer agrees, at the respective times set
forth in the Schedule of Performance (Attachment No. 5), to
execute the Disposition Documents, to construct the Developer
Improvements, to pay rent and to fully comply with all
provisions of the Pier Side Lease (Attachment No. 3) throughout
the Term of such Lease (as therein defined), to pay all fees
and charges resulting from and consistent with this Agreement,
and to maintain the Property and operate a Commercial/Walnut-
Main Center (as defined by the "Scope of Development" (which is
attached hereto as Attachment No. 11 and is incorporated herein
by reference) thereon in accordance with this Agreement and the
'Pier Side Lease (Attachment No. 3).
The Developer waives any right to receive relocation
benefits arising from the transactions referred to in any of
the provisions of this Agreement. In addition, subject to the
provisions of Section 204(b) of this Agreement, the Developer
shall defend, indemnify, and hold harmless the Agency, the
City, and their officers, agents, and employees from and
against any and all claims for relocation benefits or
assistance pursuant to Government Code Section 7260 et peg., or
similar federal, state, or local nactmen
DEVELOPER INI IAL PERE
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B. 1§3021 Conditions Precedent to_Disp siti•n
Prior to and as conditions to the delivery by Agency
and the City of the Disposition Documents the Developer shall
complete each of the following by the respective times
established therefor in the Schedule of Performance (Attachment
No. 5):
1. the Developer executes the Pier Side Lease
(Attachment No. 3);
2. the Developer executes the "Agency Deed", which
is attached to this Agreement marked as
Attachment No. 6 and is incorporated herein;
3. the Developer shall not be in•material default
this Agreement;
4. the Developer provides proof satisfactory to the
Agency that the Developer has obtained a binding
loan commitment or loan commitments for the
construction of all the Developer Improvements,
and satisfactory evidence that funds will be
available to take-out the construction loan;
5. the Developer has obtained and provided to the
Agency a satisfactory commitment in writing by a
qualified operator of first-class hotels
satisfactory to the Agency (at its reasonable
discretion) having not less than eight years of
experience in operating first-class hotels of at
least 300 rooms to operate the hotel facility
hereafter described in the Scope of Development
(Attachment No. 11);
6. the Developer has obtained and presented to the
Agency a satisfactory commitment in writing by an
experienced and qualified operator of first-class
retail facilities to be situated on the Pier Side
Portion satisfactory to the Agency (at its
reasonable discretion);
7. the Developer has provided evidence reasonably
satisfactory to the Agency that any consent of
landowners desired pursuant to the provisions of
Agency Resolution 4B, as amended (which amended
resolution is on file with the Agency as a public
record and is incorporated herein);
8. the guarantees `(Attachments No. 7, 8, 9 and 10 to
this.Agreemeht) have been duly executed and
- - delivered to the Agency and remain in full force
and effect;'
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9. the Developer has obtained•all governmental
approvals required for the executi,n of the Pier
Side Lease (Attachment No. 3) or the development
of the Developer Improvements, including without
limitation any approvals required by the
California Coastal Commission and the State
Department of Parks and Recreation;
10. the letter of credit (pursuant to Section 203)
remains in effect); and
11. the Developer has obtained binding commitments as
follows: (i) agreement with Dwight's pursuant to
which the existing leasehold interest is
purchased by the Developer, and such business
agrees to relocate and be included within the
proposed development (or, after relinquishing its
leasehold interest, such business disclaims any
intention of operating upon the Property); and
(ii) agreement with Maxwell's pursuant to which
the existing leasehold interest is purchased by
the Developer, and such business agrees to
relocate and be included within the proposed
development, or, after relinquishing its
leasehold interest, such business disclaims any
intention of operating upon the Property, or the
Developer makes the election described in Section
706 of this Agreement; and
12. the Developer retains the existing Beach Safety
Facility of the City presently located adjacent
to the Pier Side portion at its current location
or obtains Agency approval to relocate such
Facility (and thereafter at its cost relocates
such Facility).
The foregoing items numbered 1 to 12, inclusive,
together constitute the "Conditions Precedent to Disposition"
C. (§303) Escrow
The Agency agrees to open an escrow with Ticor Title
Insurance and Trust Company (or with another mutually
acceptable escrow company) (the "Escrow Agent"), in Orange
County, California, by the time established therefor in the
Schedule of Performance (Attachment No. 5). The escrow
described in this Section 203 shall be referred to as the
"Disposition Escrow". This Agreement constitutes the joint
basic escrow instructions of the Agency, the City and the
Developer for all of the conveyances or leasehold transfers to
be wade pursuant to this Agreement (the "Disposition
Transfers") and a duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of the escrow.
The Agency, the City, and the Developer shall provide such
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L
additional escrow instructions as shall be necessary for and
consistent with this Agreement. The Escrow Agen_ is hereby
empowered to act under this Agreement, and the Escrow Agent,
upon indicating within five (5) days after the opening of the
Escrow its acceptance of the provisions of this Section 303, in
writing, delivered to the Agency, the City, and the Developer,
shall carry out its duties as Escrow Agent hereunder.
Upon delivery of the "Disposition Documents" to the
Escrow Agent by the Agency pursuant to Section 307 of this
Agreement, Escrow Agent shall record the Disposition Documents
when possession can be delivered to the Developer in
accordance with the terms and provisions of this Agreement.
The Developer shall accept possession of the Property or any
portion thereof as provided in the Schedule of Performance
(Attachment No. 5). The Escrow Agent shall pay any applicable
transfer tax.
The consideration payable pursuant to this Agreement
with respect to the Property, and any portions thereof, shall
be handled outside of escrow, and is a matter with which the
escrow need not be concerned. Prior to close of escrow, the
Escrow Agent shall establish amounts payable as documentary
transfer tax based upon estimates of value of fee or leasehold
interests made by the Agency.
The Developer shall pay in escrow to the Escrow Agent
the following fees, charges and costs promtly after the Escrow
Agent has notified the Developer of the amount of such fees,
charges and costs, but not earlier than ten (10). days prior to
the scheduled date for closing the Escrow:
1. One-half of the escrow fee;
2. Any State, County or City Documentary Stamps;
3. Any transfer tax;
4. The premium for the title insurance policies to
be paid by the Developer as set forth in Section
308 of this Agreement;
5. Coats necessary to place title to the Property in
the condition required by this Agreement for the
leasehold transfer;
6. Recording fees;
7. Notary fees; and
S. Advance payment of one month (thirty days) of
"Rent" pursuant to the Pier Side Lease
(Attachment -No. 3).
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The Agency shall pay in escrow to the rscrow Agent
the following fees, charges and costs promptly ..iter the Escrow
Agent has notified the Agency or the amount of such fees,
charges and costs, but not earlier than ten (10) days prior to
the scheduled date for closing the Escrow:
1. One-half of the escrow fee; and
2. Ad valorem taxes, if any, upon the Property for
any time prior to the recordation of the
Disposition Documents.
The Agency or the City shall timely and properly
execute, acknowledge and deliver- the Disposition Documents
together with an estoppel certificate certifying that the
Developer has completed all acts necessary to entitle the
Developer to such leasehold transfer or conveyance, if such be
the fact.
The Escrow Agent is authorized to:
1. Pay, and charge the Agency and Developer,
respectively, for any fees, charges and costs
payable under this Section 303 of this
Agreement. Before such payments or charges are
made, the Escrow Agent shall notify the Agency
and the Developer of the fees, charges and costs
necessary to clear title and close the Escrow.
2. Disburse funds and deliver the deed, title
insurance policy, and other documents to the
parties entitled thereto when the conditions of
this Escrow have been fulfilled by the Agency and
the Developer.
3. Record any instruments delivered through this
Escrow, if necessary or proper, to deliver an
insurable leasehold estate or fee title to the
Developer in accordance with the terms and
provisions of this Agreement.
All funds received in this Escrow shall be deposited
by the Escrow Agent, with other escrow funds of the Escrow
Agent in an interest earning general escrow account or accounts
with any state or national bank doing business in the State of
California. Such funds may be transferred to any other general
escrow'account or accounts. All disbursements shall be made by
check of the Escrow Agent. All adjustments are to be made on
the basis of a thirty (30) day month.
If this Escrow is not in condition to close on or
before the time established therefor in Section 304 of this
Agreement, either party who then shall have fully performed the
acts to be performed before the transfer of possession may, in
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writing, demand from the Escrow Agent the return of its money,
papers or documents deposited with the Escrow Ay.:nt. No demand
for return shall be recognized until ten (10) days after the
Escrow Agent shall have mailed copies of such demand to the
other party or parties at the address of its or their principal
place or places of business. Objections, if any, shall be
raised by written notice to the Escrow Agent and to the other
party within the ten (20) day period, in which event the Escrow
Agent is authorized to hold all money, papers and documents
with respect to the Property until instructed by a mutual
agreement of the parties or by a court of.competent.
jurisdiction. If no such demands are made, the Escrow shall be
closed as soon as possible.
The Escrow Agent shall not be obligated to return any
such money, papers or documents except upon the written
instructions of both the Agency and the Developer or until the
party entitled thereto has been determined by a final decision
of a court of competent jurisdiction.
Any amendment to these Escrow instructions shall be
in writing and signed by both the Agency and the Developer. At
the time of any amendment, the Escrow Agent shall agree to
carry out its duties as Escrow Agent under such amendment.
All communications from the Escrow Agent to the
Agency or the Developer shall be directed to the addresses and
in the manner established in Section 601 of this Agreement for
notice&, demands and communications between the Agency and the
Developer.
The Agency and City will cooperate with the
preparation and accommodation of the use of alternative escrow
instructions (allocation costs in to manner hereinabove set
forth) in the event requested by a lender or lenders for the
Developer.
D. 1§304] Transfer and Delivery of Possession
Subject to any extensions of time mutually agreed
upon between the Agency and the Developer, the Disposition
Transfers by the Agency (or the City) in favor of the Developer
shall be completed on or prior to the date specified therefor
in the Schedule of Performance (Attachment No. 5). The
Developer shall, at its cost, perform all acts necessary to the
Disposition Transfers in sufficient time for possession to be
delivered in accordance with the foregoing provisions.
Possession shall be delivered to the Developer
concurrently with the Disposition Transfers.
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E. [§305] Form of Disposition Documents
The Agency shall transfer to the Developer a
leasehold interest in the Pier Side Portion pursuant to the
Pier Side Lease (Attachment No. 3) and fee title to the Agency
Sales Parcel pursuant to the Agency Deed (Attachment No. 6) in
the condition provided in Section 306 of this Agreement by
means of the Disposition Documents.
F. [§306] Condition of Title
The Agenc transfer to the Developer a
leasehold in ursuan to the Pier Side Lease (Attachment
No. 3), a fee title uant to the Agency Deed (Attachment
No. 6). Le ltle or fee title, as applicable, shall be
subject to easements of record, but shall be free of t
rances or limitations -upon title
eve oper rom obf-a—ining financin or from n1t=ctia5Lthe
eve oper Improvements.
C. [§307] Time for and Place of Delivery of Disposition
Documents
Subject to any mutually agreed upon extension of
time, the Agency shall deliver the Disposition Documents on or
before the date established for the date of the Disposition
Transfers pursuant to the Schedule of Performance (Attachment
No. 5).
H. [6308] Taxes and Assessments
Ad valorem taxes and assessments, if any, on the
Property, levied, assessed or imposed for any period commencing
prior to the Disposition Transfers, shall be borne by the
Agency, and any of such taxes imposed after the Disposition
Transfers (and ad valorem taxes and assessments, if any, on the
Property), and taxes upon the Agreement or the Disposition
Documents shall be borne by Developer.
I. [6309] Recordation of Dis osition Documents
The Escrow Agent shall file the Disposition Documents
for recordation among the land records in the office of the
County Recorder for Orange County, and shall deliver to the
Developer a title Insurance policy insuring leasehold title or
fee title, as applicable, in conformity with Section 310 of
this Agreement.
J. 11310] Title Insurance
Concurrently with recordation of the Disposition
Documents, Ticor Title Insurance and Trust Company (the "Title
Company"), shall provide and deliver .to the Developer a title
insurance policy for the property referenced in the Pier Side
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Lease (Attachment No. 3) issued by the Title Comrany insuring
that a leasehold in the Property (or with respec.c to the Agency
Deed [Attachment No. 61, a fee interest) is vested in the
Developer in the condition required to be provided shall be
designated by the Developer. The Title Insurance Company shall
provide the Agency with a copy of each such title insurance
policy and the title insurance policies be in such amounts as
are hereafter designated by the Developer. All -costs incurred
for or related to such title insurance shall be borne solely by
the Developer
K. [6311) Occupants of the Property
Subject to the prior completion by the Developer of
its obligations set forth in Sections 706 and 707 of this
Agreement, possession of the Property shall be delivered to the
Developer with no possessory rights or possession by others,
except for rights which may be reserved within public streets
extending onto the Property. The parties understand that the
Parking Authority has certain existing rights affecting the
Pier Side Portion; the City and the Agency will use their best
efforts prior to the Disposition Transfers to eliminate those
rights of the Parking Authority.
L. (6312] Condition_ of the Property
The Property shall be transferred to the Developer in
an "as is" condition. The Developer shall, within sixty (60)
days after the execution of this Agreement by the Agency, make
its own independent investigation of all conditions and
circumstances which it deems appropriate or necessary for the
provision of the Developer Improvements. The Developer shall
be responsible for all costs incurred preparing the Property
for the provision of the Developer Improvements.
IV. (§400) DEVELOPMENT OF THE PROPERTY
A. (6401] Development of the Property by the Developer
1. [§402] Scope of Development
The Property shall be developed as provided in
the Scope of Development (Attachment No. 11); provided that the
failure by the Developer following Its exercise of best efforts
to obtain financing for the Developer Improvements by the time
established therefor in the Schedule of Performance (Attachment
No. 5) shall not constitute a default giving rise to damages
pursuant to this Agreement. The failure by the Agency to
(i) furnish evidence of title with respect to the Pier Side
Portion (as referenced in Section 611(f)), or (ii) provide, or
apply funds equal to its share of the costs to rehabilitate or
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reconstruct the city pier pursuant to this Agreement shall not
constitute a default giving rise to damages pur..aant to this
Agreement.
The Developer Improvements shall conform to plans
and specifications approved by the Agency or the City as
applicable), submitted to Agency for approval, and shall
incorporate or show compliance with all applicable mitigation
measures.
2. [§403] Design Concept Drawings
By the respective times set forth therefor in the
Schedule of Performance (Attachment No. 5), the Developer shall
prepare and submit to the Agency for its approval Design
Concept Drawings and related documents containing the overall
plan for development of the Property. The submittal by the
Developer shall conform to all applicable requirements of the
Redevelopment Plan, Title 9 of the Ordinances of the City of
Huntington Beach and the Huntington Beach Municipal Code. The
Property shall be developed as established in this Agreement
and such documents except as changes may be mutually agreed
upon between the Developer and the Agency. Any such changes
shall be within the limitations of the Scope of the Development
(Attachment No. 11).
3. [§404] Design Development Drawings and Related
Documents
By the time set forth therefor in the Schedule of
Performance (Attachment No. 5), the Developer shall prepare and
submit design development drawings, a landscape plan, and
related documents for development of the Property for
architectural review and written approval. Drawings and
specifications shall be reviewed in accordance with normal City
processing, as set forth in the Schedule of Performance
(Attachment No. 5); such drawings and specifications shall
conform to all applicable requirements of the Redevelopment
Plan, Title 9 of the Ordinances of the City of Huntington Beach
and the Huntington Beach Municipal Code.
During the preparation of all drawings and plans,
staff of the City and the Developer shall hold regular progress
meetings to coordinate the preparation of, submission to, and
review of drawings, plans and related documents by the City.
The staff of City and the Developer shall communicate and
consult informally as frequently as is necessary to insure that
the formal submittal of any documents to the City can receive
prompt and speedy consideration.
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4. (§405) Approval of Plans, Drawings, and Related
Documents
Subject to the terms of this Agreement, the
Agency shall have the right of architectural and planning
review of all plans and submissions including any changes
therein.
Provided that the submissions by the Developer
are made timely and are complete, the Agency or the Planning
Commission, as applicable, shall approve or disapprove the
plans, drawings and related documents referred to in Sections
403 and 404 of this Agreement within the times established in
the Schedule of Performance (Attachment No. 5). Failure by the
Agency to either approve or disapprove within the times
established in the Schedule of Performance (Attachment No. 5)
shall be deemed an approval. Any disapproval shall state in
writing the reasons for disapproval. The Developer, upon
receipt of a disapproval based upon powers reserved by the
Agency or the Planning Commission hereunder, shall revise such
portions and resubmit to the Agency as soon as possible after
receipt of the notice of disapproval as provided in the
Schedule of Performance (Attachment No. 5).'
If the Developer desires to make any substantial
changes in the construction plans after their approval by the
Agency or the Planning Commission, the Developer shall submit
the proposed change to the Agency and the Planning Commission
for approval. If the plans, as modified by the proposed
Change, conform to the requirements of Section 404 of this
Agreement and the Scope of Development (Attachment No. 11) the
Agency shall approve the proposed change and notify the
Developer in writing within thirty (30) days after submission
to the Agency. Such change in construction plans shall, in any
event, be deemed approved by the Agency unless rejected, in
whole or in part, by written notice thereof by the Agency to
the Developer, setting forth the reasons therefor, and such
rejection shall be made within said 30-day period.
S. 16406) Construction Drawings
By the time set forth therefor in the Schedule of
Performance (Attachment No. S), the Developer shall prepare and
submit to the City detailed construction drawings with respect
to all of the Developer Improvements. Approval shall be
subject to normal City processing.
6, [§4071
Cost of Construction
'"' All of the cost of developing and constructing
all of the Developer Improvements, and all demolition and site
preparation costs shall be borne solely by the Developer;
provided that provisions of the Method of Financing (Attachment
No. 12) shall be enforceable according to their terms.
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Alp
7. [§408]- Construction Schedule
After the Disposition Transfers, the Developer
shall promptly begin and thereafter diligently prosecute to
completion the construction of the Developer Improvements and
the development of the Property. The Developer shall begin and
complete all construction and development within the times
specified in the Schedule of Performance (Attachment.No. 5).
S. 1§4091 Bodily Injury and Property
Damage Insurance
The Developer shall defend, assume all
responsibility for and hold the Agency, its officers and
employees, harmless from, all claims or suits for, and damages
to, property and Injuries to persons, including accidental
death (including attorneys fees &nd costs), which may be caused
by any of the Developer's activities under this Agreement,
whether such activities or performance thereof be by the
Developer or anyone directly or indirectly employed or
contracted with by the Developer and whether such damage shall
accrue or be discovered before or after termination of this
Agreement. The Developer shall take out and maintain during
the life of this Agreement (including the terms of Pier Side
Lease [Attachment No. 3)), a comprehensive liability policy in
the amount of Ten Million Dollars (410,000,000) combined single
limit policy (part of which coverage may be provided by
umbrella policies), including contractual liability, as shall
protect the Developer, City and Agency from claims for such
damages.
The Developer shall furnish a certificate of
insurance in form acceptable to the Agency countersigned by an
authorized agent of the insurance carrier on a form of the
insurance carrier setting forth the general provisions of the
insurance coverage. This countersigned certificate shall name
the City and the Agency and their respective offices, agents,
and employees as additional insureds under the policy. The
certificate by the insurance carrier shall contain a statement
of obligation on the part of the carrier to notify City and the
Agency of any material change, cancellation or termination of
the coverage at least thirty (30) days in advance of the
effective date of any such material change, cancellation or
termination. Coverage provided hereunder by the Developer
shall be primary insurance and not contributing with any
insurance maintained by the Agency or City, and the policy
shall contain such an endorsement. The insurance policy or the
certificate of insurance shall contain.a waiver of subrogation
for the benefit of the City and the Agency. The required
certificate shall be furnished by the Developer prior to the
Disposition Transfers.
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The Developer shall also furnish o• cause to be
furnished to the Agency evidence satisfactory tc► the Agency
that any contractor with whom it has contracted for the
performance of work on the Property or otherwise pursuant to
this Agreement carries workers' compensation insurance as
required by law.
The obligations set forth in this Section shall
remain in effect only until a final Certificate of Completion
has been furnished for all of the Developer Improvements as
hereafter provided in Section 423 of this Agreement.
9. 1§4101 City and Other Governmental
Agency Permits
Before commencement of construction or
development of any buildings, structures or other works of
improvement upon the Property or within the Project Area, the
Developer shall, at its own expense, secure or cause to be
secured any and all permits which may be required by the City
or any other governmental agency affected by such construction,
development or work. The Agency shall provide all proper
assistance to the Developer in securing such permits pertaining
to the Developer Improvements.
10. [§411] Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of the Agency and the City shall
have the right of access to the Property, without charges or
fees, at normal construction hours during the period of
construction for the purposes of this Agreement, including, but
not limited to, the inspection of the work being performed in
constructing the improvements, so long as they comply with all
safety rules. Such representatives of the Agency or of the
City shall be those who are so identified in writing by the
.Executive Director of the Agency.
The Developer and the Agency
in placing and maintaining on the Property
the respective roles of the Developer and
Project.
agree to
one sign
the Agency
cooperate
indicating
in the
In the event that the Developer is in the process
of constructing the Developer Improvements between Memorial Day
and Labor Day, and such construction activity causes the loss
(including on a temporary basis) of parking spaces then
available for -use by the general public, the Developer shall at
no cost to the Agency or the City keep open and available for
use by the public not leas than three hundred (300) parking
spaces.
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11. (§412] Local, State and Federal L?ws
The Developer shall carry out the construction of
the improvements in conformity with all applicable laws. The
Developer acknowledges that certain funds made available by the
Agency pursuant to part (b) of Section 204 of this Agreement
are provided by or derived from the United States Department of
Housing and Urban Development ("HUD") in connection with its
Community Development Block Grant ("CDBC") program. The
Developer Assumes all responsibility for complying with all
applicable requirements and/or limitations imposed by virtue of
such program or source of funds, including without limitation
anti -speculation and nondiscrimination provisions.
12. (§413] Antidiscrimination During
Construction
The Developer, for itself and its successors and
assigns, agrees that in the construction of the improvements
provided for in this Agreement, the Developer will not
discriminate against any employee or applicant for employment
because of race, color, creed, religion, age, sex, marital
status, handicap, national origin or ancestry.
B. (§414] Taxes, Assessments, Encumbrances
and Liens
The Developer shall pay when due all real estate
taxes and assessments on the Property and all taxes and
assessments levied subsequent to a transfer of leasehold title
(or_fee title) to the Property. Prior to issuance of a
Certificate of Completion pursuant to Section 423, the
Developer shall not place or allow to be placed on the Property
or any part thereof any mortgage, trust deed, encumbrance or
lien other than as expressly allowed by this Agreement. The
Developer shall remove or have removed any levy or attachment
made on any of the Property or any part thereof, or assure the
satisfaction thereof within a reasonable time but in any event
prior to a sale thereunder. Nothing herein contained shall be
deemed to prohibit the Developer from contesting the validity
or amounts of any tax assessment, encumbrance or lien, nor to
limit the remedies available to the Developer in respect
thereto.
C. [§415] Prohibition Against Transfer of the
Site, the Buildings or Structures
Thereon and Assignment of_Agreement
Prior -to the issuance by the appropriate governmental
authority of a Certificate of Completion (pursuant to
Section 423 of this Agreement) as to any building or structure,
the Developer shall not, except as permitted by this Agreement,
without prior approval of the Agency, make any total or partial
sale, transfer, conveyance, assignment or lease (other than
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y
lease to an occupant) of the whole or any part of the Property
or any of the buildings or structures on the Prc;erty, except
as expressly permitted pursuant to Section 108 of this
Agreement. This prohibition shall not be deemed to prevent the
granting of temporary or permanent easements or permits to
facilitate the development of the Property or to prohibit or
restrict the leasing of any part or parts of the Property, or
any building or structure in connection with the use of the
Property in conformity with this Agreement.
D. 154161 Mart a e Deed of Trust Sale and
Lease -Back Financin • Rights of
Holders
1. I§4171 No Encumbrances Except
Mortgages,, Deeds of Trust, or
Sale and Lease -Back for
Development
Notwithstanding Section 415, mortgages, deeds of
trust, assignments of partnership interests, sales and
leases -back or other financing devices are permitted before
completion of the construction of the improvements, but only
for the purpose of securing loans of funds to be used for
financing the acquisition of the Property, the construction of
Improvements on the Property, and any other purposes in
connection with development under this Agreement. The
Developer -shall notify the Agency in advance of any mortgage,
deed of trust or sale and lease -back financing, if the
Developer proposes to enter into the same before completion of
the construction of the improvements on the Property. The
words "mortgage" and "trust deed" as used hereinafter shall
include sale and lease -back. Notwithstanding anything to the
contrary contained in this Agreement, in no event shall the
Agency or City subordinate their respective fee interest in
those portions of the Property subject to the Pier Side Lease
(Attachment No. 3).
2. (§4181 Holder Not Obligated to
Construct Improvements
The holder of any mortgage or deed of trust
authorized by this Agreement shall not be obligated by the
provisions of this Agreement to construct or complete the
Improvements or to guarantee such construction or completion;
nor shall any covenant or any other provision in the deed for
the Property be construed so to obligate such holder. Nothing
In this Agreement shall be deemed to construe, permit or
authorize any such holder -to devote the Property to any uses or
to construct any improvements thereon, other than those uses or
improvements provided for or authorized by this Agreement.
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AV/
•
3. (§419j Notice of Default to Mortgagee
or Deed of Trust Holders;
Right to Cure
With respect to any mortgage or deed of trust
granted by Developer as provided herein, whenever the Agency
shall deliver any notice or demand to Developer with respect to
any breach or default by the Developer in completion of
construction of the improvements, the Agency shall at the same
time deliver to each holder of record of any mortgage or deed
of trust authorized by this Agreement a copy of such notice or
demand provided that such holder has requested such notice by
writing received by the Agency. Each such holder shall
(insofar as the rights of the Agency are concerned) have the
right, at its option, within sixty (60) days after the receipt
of the notice, to cure or remedy or commence to cure or remedy
any such default and to add the cost thereof to the mortgage
debt and the lien of its mortgage. Nothing contained in this
Agreement shall be deemed to permit or authorize such holder to
undertake or continue the construction or completion of the
improvements (beyond the extent necessary to conserve or
protect the improvements or construction already made) without
first having expressly assumed the Developer's obligations to
the agency by written agreement satisfactory to the Agency.
The holder, in that event, must agree to complete, in the
manner provided in this Agreement, the improvements to which
the lien or title of such holder relates, and submit evidence
satisfactory to the Agency that it has the qualifications and
financial responsibility necessary to perform such
obligations. Any such holder properly completing such
improvement shall be entitled, upon compliance with the
requirements of Section 423 of this Agreement, to a Certificate
of Completion (as therein defined).
4. 154201 Failure of Holder to Complete
Improvements
In any case where, sixty (60) days after default
by the Developer in completion of construction of improvements
under this Agreement, the holder of any mortgage or deed of
trust creating a lien or encumbrance upon the Property or any
part thereof has not exercised the option to construct, or if
it has exercised the option and has not proceeded diligently
with construction, the Agency may purchase the mortgage or deed
of trust by payment to the holder of the amount of the unpaid
mortgage or deed of trust debt, including principal and
interest and all other sums secured by the mortgage or deed of
trust. If the ownership of the Property or any part thereof
has vested in the holder, the Agency, if it so desires, shall
be entitled to a conveyance from the holder to the Agency upon
payment to the holder of an amount equal to the sum of -the
following:
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1w
a. The unpaid mortgage or deed of trust debt at
the time title became vested i., the holder
(less all appropriate credits, including
those resulting from collection and
application of rentals and other income
received during foreclosure proceedings);
b. All expenses with respect to foreclosure
including reasonable attorneys' fees;
c. The net expense, -if any, incurred by the
holder as a direct result of the subsequent
management of the Property or part thereof;
d. The costs of any improvements made by such
holder; and
e. An amount equivalent to the interest that
would have accrued on the aggregate of such
amounts had all such amounts become part of
the mortgage or deed of trust debt and such
debt had continued in existence to the date
of payment by the Agency.
The foregoing rights of the Agency as set forth in
this Section 420 shall be in addition to and shall not diminish
those rights of the Agency as fee owner of the affected portion
of the Property.
S. [§421) Right of the Agency to Cure
Mortgage or Deed of Trust Default
In the event of a mortgage or deed of trust
default or breach by the Developer prior to the completion of
the construction of the improvements on the Property or any
part thereof and the holder of any mortgage or deed of trust
has not exercised its option to construct, the Agency may cure
the default. In such event, the Agency shall be entitled to
reimbursement from the Developer of all costs and expenses
incurred by the Agency in curing such default. The Agency
shall also be entitled to a lien upon the Property to the
extent of such costs and disbursements. Any such lien shall be
subject to the existing financing mortgages or deeds of trust
provided that such mortgages or deeds of trust secure
obligations in an amount not greater than the cost of
construction of the improvements and the value of the Property.
E. (5422) Right of the AgencyAgenEy to Satisfy Other
Liens on the Property After Title
Passes
After the Disposition Transfers 'and prior to the
completion of construction, and after the Developer has had a
reasonable time to challenge, cure or satisfy any liens or
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encumbrances on the Property, the Agency -shall have the right
to satisfy any such liens or encumbrances, prov-ied, however,
that nothing in this Agreement shall require the Developer to
pay or make provision for the payment of any tax, assessment,
lien or charge, no long as the Developer in good faith shall
content the validity or amount thereof, and so long as such
delay in payment shall not subject the Property to forfeiture
or sale.
F. IS4231 Certificate of Completion
Promptly after completion of all construction and
development required by this Agreement to be completed by the
Developer upon the Property, the Agency shall furnish the
Developer with a Certificate of Completion upon written request
therefor by the Developer. The Agency shall not unreasonably
withhold any such Certificate of Completion. Such Certificate
of Completion shall be a conclusive determination of
satisfactory completion of the construction required by this
Agreement upon the Property and the Certificate of Completion
shall so state. The Agency shall also furnish the Developer
with a Certificate of Completion for portions of the
improvements upon the Property as they are properly completed
and ready to use if the Developer is not in default under this
Agreement. After recordation of such Certificate of
Completion, any party then owning or thereafter purchasing,
leasing or otherwise acquiring any interest therein shall not
(because of such ownership, purchase, lease or acquisition),
incur any obligation or liability under this Agreement except
that such party shall be bound by any covenants contained in
the Pier Side Lease (Attachment No. 3), the Agency Deed
(Attachment No. 6), and other documents establishing covenants
on the Property in accordance with the provisions of
Section 401 of this Agreement.
A Certificate of Completion of construction for the
entire improvement and development of the Property shall be in
such form as to permit it to be recorded in the Recorder's
Office of Orange County. Certificates of Completion for less
than the complete improvement and development of the Property
shall also be recorded if and to the extent that a final
subdivision or parcel map has been recorded with respect to
such lesser portion of the Property.
If the Agency refuses or fails to furnish a
Certificate of Completion for the Property, or part thereof,
after written request from the Developer, the Agency shall,'
within thirty (30) days of written request therefor, provide
the Developer with a written statement of the reasons the
Agency refused or failed to furnish a certificate of
Completion. The statement shall also contain Agency's opinion
of the actions the Developer must take to obtain a Certificate
of Completion. If the reason for such refusal is confined to
the immediate availability of specific items of materials for
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landscaping, t-he Agency will issue its Certificate of
Completion upon the posting of a bond by the Developer with the
Agency in an amount representing a fair value of the work not
yet completed. If the Agency shall have failed to provide such
written statement within said thirty (30) day period, the
Developer shall be deemed entitled to the Certificate of
Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation
of the Developer to any holder of any mortgage, or any insurer
of a mortgage securing money loaned to finance the improvements,
or any part thereof. Such Certificate of Completion is not a
notice of completion as referred to in the California Civil -
Code, Section 3093.
V. IJ5001 USE OF THE PROPERTY
A. 1§5011 Uses
The Developer covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property or any part thereof, that during construction and
thereafter, the Developer, such successors and such assignees,
shall devote the Property to any of the uses specified in or
permitted under the Pier Side Lease (Attachment No. 3), the
Agency Deed (Attachment No. 6), the Redevelopment Plan, and the
City's General Plan and Title 9 of the Ordinances of the City
of Huntington Beach. The foregoing covenant shall run with the
land.
The Developer covenants by and for itself and any
successors in interest that there shall be no discrimination
against or segregation of any person or group of persons on -
account of race, color, creed, religion, sex, marital status,
age, handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
Property, nor shall the Developer itself or any person claiming
under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Property.
The foregoing covenants shall run with the land.
The Developer shall refrain from restricting the
rental; sale or lease of the Property on the basis of race,
color, creed, religion, sex, marital status, handicap, national
origin or ancestry of any person. All such deeds, leases or
contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
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kw) �1)
1. In deeds: "The grantee herein covenants by and
for himself or herself, his or her heirs,
executors; administrators and assigns, and all
persons claiming under or through them, that
there shall be no discrimination against or
segregation of, any person or group of persons on
account of race, color, creed, religion, sex,
narital status, age, handicap, national origin or
ancestry in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the land
herein conveyed, nor shall the grantee himself or
herself or any person claiming under or through
him or her, establish or permit any such practice
or practices of discrimination or segregation
with reference to the selection, location,
number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall
run with the land."
2. In leases: "The lessee herein convenants by and
for himself or herself, his or her heirs,
executors, administrators and assigns, and all
persons claiming under or through him or her, and
this lease is made and accepted upon and subject
to the following conditions:
"There shall be no discrimination against or
segregation of any person or group of persons on
account of race, color, creed, religion, sex,
marital status, handicap, age, ancestry or
national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment
of the premises herein leased nor shall the
lessee himself or herself, or any person claiming
under or through him or her, establish or permit
any such practice or practices of discrimination
or segregation with reference to the selection,
location, number, use or occupancy of tenants,
lessees, sublessees, subtenants or vendees in the
premises herein leased."
3. In contracts: "There shall be no discrimination
against or segregation of, any person, or group
of persons on account of race, color, creed,
religion, sex, marital status, age, handicap,
ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the
transferee himself or herself or any person
claiming under or through him or her, establish
or permit any such practice or practices of
discrimination or segregation with reference to
the selection, location, number, use or occupancy
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of tenants, lessees, subtenants, sublessees or
vendees of the premises."
The covenants established in this Agreement and the
deeds shall, without regard to technical classification and.
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, the City and any successor
In interest to the Property or any part thereof. The
covenants, contained in this Agreement, the Pier Side Lease
(Attachment No. 3) and the Agency Deed (Attachment No. 6) shall
remain in effect until the termination date of the
Redevelopment Plan. The covenants against racial
discrimination shall remain in perpetuity.
B. [ §5021 '- Rights .of Access
The Agency, for itself and for the City and other
public agencies, at their sole risk and expenpe, reserves the
right to enter the Property or any part thereof at all
reasonable times for the purpose of construction,
reconstruction, maintenance, repair or service of any public
Improvements or public facilities located on the Property. Any
such entry shall be made only after reasonable notice to
Developer; provided, however, that the City and the Agency (and
their respective officers, agents, and employees) may enter
upon the Property without necessity of prior notice to
Developer in the event of any emergency or similar situation in
which it is not practicable to provide prior notice to the
Developer. In addition to the foregoing, the Agency and the
City shall at all times retain the unrestricted right of access
to all publicly owned areas adjacent to the Property.
C. [5503] Effect of Violation of the Terms and
Provisions of this Agreement After
Completion of Construction
The Agency is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running with
the land, for and in its own rights and for the purposes of
protecting the interests of the community and other parties,
public or private, in whose favor and for whose benefit this
Agreement and the covenants running with the land have been
provided. This Agreement and such covenants are not for the
benefit of, and may not be enforced by anyone except as
provided herein; provided that the Agency assumes no
responsibility for the efficacy of the foregoing part of this
sentence. The Agreement and the covenants shall run in favor
of the Agency, without regard to whether the Agency has been,
remains or is an owner of any land or interest therein in the
Property or in the Project Area. The Agency shall have the
right, if the Agreement or covenants are breached, to exercise
all rights and remedies, and to maintain any actions or suits
at law or in equity or other proper proceedings to enforce the
curing of such breaches to which it or any other beneficiaries
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of this Agreement and covenants may be entitled. This Section
503 shall not limit the rights and remedies of the F,ency
pursuant to the Pier Side Lease (Attachment No. 3) or the
Agency Deed (Attachment No. 6).
VI. [6600] DEFAULTS AND REMEDIES
A. [§601] Defaults --General
Subject to the extensions of time set forth in . ._
Section 703, failure or delay by either party to perform any
term or provision of this Agreement constitutes a default under
this Agreement. A party claiming a default (claimant) shall
give written notice of default to the other party, specifying
the default complained of.
Except as otherwise expressly provided in Sections 611
and 612 of this Agreement, the claimant shall not institute
proceedings against the other party if the other party within
fourteen (14) days from receipt of such notice immediately,
with due diligence, commences to cure, correct or remedy such
failure or delay and shall complete such cure, correction or
remedy within sixty (60) days from the date of receipt of such
notice.
B. [6602] Le al Actions
1. [§603) Institution of Legal Actions
In addition to any other rights or remedies and
subject to the restrictions in Section 701, either party may
institute legal action to cure, correct or remedy any default,
to recover damages for any default, or to obtain any other
remedy consistent with the purpose of this Agreement. Such
legal actions must be instituted in the Superior Court of the
County of Orange, State of California, in an appropriate
municipal court in that county, or in the Federal District
Court in the Central District of California.
2. (S604] Ap21icable Law
The laws of the State of California shall govern
the interpretation and enforcement of this Agreement.
3. 156051 Acceptance of Service of Process
In the event that any legal action is commenced
by the Developer against the Agency, service of process on the
Agency shall be made by personal service upon the Executive
Director or in such other manner as may be provided by law.
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;n the event that any legal action is commenced
by the Agency against the Developer, service of procc s on the
Developer shall be made by personal service, whether made
within or without the State of California, or in such other
manner as may be provided by law. Without limitation as to
other means of effecting service on the Developer, service upon
any of Stanley M. Bloom, Richard Schwartz, Sol Bitensky, and
Uri E. Gati shall be deemed to effect service on the Developer.
C. IS6061 Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this
Agreement, the rights and remedies of_the parties are
cumulative, and the exercise by either party of one or more of
such rights -or remedies shall not preclude the exercise by it,
at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
D. 156071 Inaction Not a Waiver of Default
Any failures or delays by either party in asserting
any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies, or deprive either such party of its right to
institute and maintain any actions or proceedings which it may
deem necessary to protect, assert or enforce any such rights or
remedies.
E. 16608] Damages.
-If either party defaults with regard to any of the
provisions of this Agreement, the non -defaulting party shall
serve written notice of such default upon the defaulting
party. If the default is not cured by the defaulting party
within sixty (60) days after service of the notice of default
(or within such other period as is set forth herein), the
defaulting party shall be liable to the other party for any
damages caused by such default, -and the non -defaulting party
may thereafter (but not before) commence an action for damages
against the defaulting party with respect to such default.
F. 16609) Specific Performance
If either party defaults under any of the provisions
of this Agreement prior to the Disposition Transfers, the
non -defaulting party shall serve written notice of such default
upon the defaulting party. If the default is not cured -by the
defaulting party within thirty (30) days of service of the
notice of default, or such other time limit as may be set forth
herein with respect to such default, the non -defaulting party
at its option may thereafter (but not before) commence an
action for specific performance of terms of this Agreement.
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G. (§61CPI Remedies and Rights Prior to
the Disposition Transfers
1. [§611] Termination -by -the DeveloRer
In the event that:
(a) the Agency fails to commence acquisition
proceedings although required to do so
pursuant to Section 203 of this Agreement; or
(b) prior to the time established for the
Disposition Transfers in the Schedule of
Performance (Attachment No. 5), the Developer
has satisfied all of the Conditions Precedent
to Disposition, but the Agency fails to
deposit the Pier Side Lease (Attachment
No. 3), the Agency Deed (Attachment No. 6),
the'Parking Lease (Attachment No. 13), the
Memorandum of Option (Attachment No. 14), or
those funds to be paid by the Agency to
Escrow by the time established therefor in
the Schedule of Performance (Attachment No.
5); or
(c) the City fails to approve the vacation of the
Vacation Portions by the time established
therefor in the Schedule of Performance
(Attachment No. 5); or
(d) after conducting soils tests on the Site, the
Developer reasonably determines that the
surface or subsurface conditions of the Site
are so materially unsuitable without
extraordinary expenditures that such
conditions render the proposed development
financially infeasible, and the Developer
notifies the Agency of Such determination in
writing received not later than sixty (60)
days after the execution of this Agreement by
the Agency; or
(e) after the exercise of best efforts to obtain
financing for the assembly of the Property
and provision of the Developer Improvements,
the Developer is unable to obtain commitments
for such financing by the time established
therefor in the Schedule of Performance
(Attachment No. 5) and so advises the Agency
in writing; or
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(f) as of the sixtieth (60th) day after she
execution of this Agreement by the Agency,
the Agency does not have an insurable
interest (that is not defeasible or
automatically terminable within the term set
forth in the Pier Side Lease ;Attachment No.
31) with respect to all of the Pier Side
Portion allowing development of such Portion
in the manner set forth in the Agreement; or
(g) the Agency fails within sixty (60) days after
the execution of this Agreement to provide an
irrevocable commitment to.obtain funds equal
to its share of the costs to rehabilitate or
reconstruct the City pier (with the right to
terminate for such cause being available only
for thirty (301 days after such time, after
which this part (g) shall be of no further
force and effect); or
(h) the Developer reasonably and in good faith
determines that conditions of approval as
hereafter imposed by the City or the Agency
substantially affect the financial
feasibility of the proposed undertakings of
the Developer pursuant to this Agreement to
the extent that such undertakings are
rendered infeasible (with the right to
terminate for such cause being available only
for thirty 1301 days after such conditions
are imposed, after which this part [h) shall
be of no further force and effect);
then this Agreement shall, at the option of the Developer, be
terminated by written notice thereof to the Agency and the
City, and thereupon neither the Agency, the City, nor the
Developer.shall have any further rights with respect to.the
Property by virtue of or with respect to this Agreement, except
that the Agency shall exercise reasonable disclosure to
remarket, consistant with the Redevelopment Plan, those
portions of the Property which have been acquired using the
Developer Advance and shall pay to the Developer the proceeds
of sale or lease upon such remarketing, as set forth in Section
203 of this Agreement.
2. 156121 Termination by the Agency or City
In the event that prior to the Disposition
Transfers:
(a) The Developer (or any successor in interest)
assigns or attempts to assign the Agreement
or any rights therein or in the Property in
violation of this Agreement; or
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(b) There is a change in the ownership of the
Developer contrary to the provisi ns of
Section-108 hereof; or
(c) The Developer does not submit certificates of
insurance, construction plans, drawings and
related documents as required by this
Agreement, in the manner and by the dates
respectively provided in this Agreement
therefor any such default or failure shall
not be cured within forty-five (45) days_.__
after the date of written demand therefor by
the Agency; or
(d) The Developer fails to satisfy all of the
Conditions Precedent to Disposition (as
defined in Section 302 of this Agreement) by
the time established therefor in the Schedule
of Performance (Attachment No. 5); or
(e) The Developer does not execute any or all of
the Disposition Documents by the time
established therefor in the Schedule of
Performance (Attachment No. 5) or take
leasehold or fee title to the Property under
tender by the Agency pursuant to this
Agreement; or
(f) The City fails to approve the vacation of the
Vacation Portions by the time established
therefor in the Schedule of Performance
(Attachment No. 5); or
(g) The Agency receives notice by the Developer
asserting that the surface or subsurface
conditions of the Site are unsuitable for the
development contemplated by this Agreement; or
(h) the Developer fails to provide reasonably
satisfactory proof that it has obtained
lending commitments for construction and
permanent financing for all acquisition of
the Property and provision of the Developer
Improvements by the time established therefor
in the Schedule of Performance (Attachment
No. 5); or
(i) As of the sixtieth (60th) day after the
execution of this Agreement by the Agency,
the Agency does not have an insurable
interest (that is not defeasible or
automatically terminable within the term set
forth in the Pier Side Lease (Attachment
No. 31) with respect to all of the Pier Side
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Portion allowing development of si•ch Portion
in the manner set forth in the Agreement; or
(j} the Agency fails within sixty (60) days after
the execution of this Agreement to issue an
irrevocable commitment to obtain funds equal
to'its share of the costs to rehabilitate or
reconstruct the City pier (with the right to
terminate being available only for thirty
(301 days after such time, after which this
part (j) shall be of no further force and
effect), provided that the Developer has not
elected, within five (5) Working days after
receipt of Notice by the Agency, to assume
the obligation to expand the pier as set
forth in paragraph II A 5 of the Scope of
Development (Attachment No. 11); or
(k) the Agency receives notice from the Developer
that conditions of approval render the
undertakings of the Developer pursuant to
this Agreement infeasible;
then this Agreement and any rights of the Developer or any
assignee or transferee in the Agreement, or arising therefrom
with respect to the Agency or the Property, shall, at the
option of the Agency or City, be terminated by the Agency or
City. In the event of termination under this Section 612, no
party shall have any rights against any other under this
Agreement or to obtain legal or equitable remedies pursuant to
the subject matter of this Agreement; except that the Agency
shall exercise reasonable diligence to remarket, consistent
with the Redevelopment Plan, those portions of the Property
which have been acquired using the Developer Advance and shall
pay to the Developer the proceeds of sale or lease upon such
remarketing as set forth in Section 203 of this Agreement.
H. 156131 Remedies of the Parties for Default After
Passage of Title and Prior to Completion of
onstruction
1. 16614] Termination and Damages
After conveyance of title -and prior to the
recordation of a Certificate of Completion with respect to all
of the Developer Improvements, if either the Developer or the
Agency -defaults with regard to any of the provisions of this
Agreement, the nondefaulting party shall serve written notice
of such default upon the defaulting party. If the default is
not cured by the defaulting party within thirty (30) days after
service of the notice of default, the defaulting party shall be
liable to the other party for any damages caused by such,
default.
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M
`)
The remedies of the Agency with respect to that
property subject to the Pier Side Lease (Attachment Ao. 3)
shall be as set forth in such Lease.
2. (5615) Action for Specific Performance
If either the Developer or the Agency defaults
under any of the provisions of this Agreement after the
conveyance of title and prior to the recordation of a
Certificate of Completion for the improvements and development
to be made thereon, the nondefaulting party shall serve written
notice of such default upon the defaulting party. If the
default is not commenced to be cured by the defaulting party
within thirty (30) days after service of the notice of default,
the nondefaulting party at its option may institute an action
for specific performance of the tears of this Agreement.
I. (56161 Reentry and Reves_tinq_of Title in the
Agency After the Conveyance
The Agency has the additional right, at its option,
to reenter and take possession of the property conveyed by the
Agency Deed (Attachment No. 6) (the "Agency Sales Parcel"),
with all improvements thereon, and terminate and revest in the
Agency the estate conveyed to the Developer if after conveyance
of title and prior to the issuance of the Certificate of
Completion, the Developer (or its successors in interest) shall:
1. Fail to start the construction of the improve-
ments as required by this Agreement for a period
of forty-five (45) days after written notice
thereof from the Agency; or
2. Abandon or substantially suspend construction of
the improvements required by this Agreement for a
period of forty-five (45) days after written
notice thereof from the Agency; or
3. Transfer or suffer any involuntary transfer of
the property conveyed by the Agency Deed
-(Attachment No. 6) or any part thereof in
violation of this Agreement.
Such right to reenter, terminate and revest shall be
subject to and be limited by and shall not defeat, render
invalid or limit:
1. Any mortgage or deed of trust permitted by this
Agreement; or
2. Any rights or interests provided in this
Agreement for the protection of the holders of
such mortgages or deed of trust.
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The rights established in this Section 616 shall not
apply to individual parts or parcels of the Property or which
the improvements to be constructed thereon have been completed
in accordance with the Agreement and for which a Certificate of
Completion has been recorded therefor as provided in Section
423.
The Agency Deed (Attachment No. 6) shall contain
appropriate reference and provision to give effect to the
Agency's right as set forth in this Section 616, under
specified circumstances prior to recordation of the Certificate
of Completion, to reenter and take possession of the Sales
Parcel,.with all improvements thereon, and to terminate and
revert in the Agency the estate conveyed to the Developer.
Upon the revesting in the Agency of title to the
Agency Sales Parcel as provided in this Section 616, the Agency
shall, pursuant to its responsibilities under state law, use
its best efforts to resell the Agency Sales Parcel as soon and
in such manner as the Agency shall find feasible and consistent
with the objectives of such law and of the Redevelopment Plan,
as it may be amended, to a qualified and responsible party or
parties (as determined by the Agency) who will assume the
obligation or making or completing the improvements, or such
other improvements in their stead as shall be satisfactory to
the Agency and in accordance with the uses specified for such
Agency Sales Parcel or part thereof in the Redevelopment Plan.
Upon such resale of the sales parcel, the proceeds thereof
shall be applied:
I. First, to reimburse the Agency, on its own behalf
or on behalf of the City, for all costs and
expenses incurred by the Agency, including, but
not limited to, any expenditures by the Agency or
the City in connection with the recapture,
management and resale of the parcel or part
thereof (but less any income derived by the
Agency from the such parcel or part thereof in
connection with such management); all taxes,
assessments and water or sewer charges with
respect to the such parcel or part thereof which
the Developer has not paid (or, in the event such
parcel is exempt from taxation or assessment or
such charges during the period of ownership -
thereof by the Agency, an amount, if paid, equal
to such taxes, assessments, or charges as would
have been payable if such parcel were not so
exempt); any payments made or necessary to be
made to discharge any encumbrances or liens
existing on the parcel or part thereof at the
time of revesting of title thereto in the Agency,
or to discharge or prevent from attaching or
being made any subsequent encumbrances or liens
due to obligations, defaults or acts of the
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Developer, its successors or transferees• any
expenditures made or obligations incurx_d with
respect to the making or completion of the
improvements or any part thereof -on the parcel,
or part thereof; and any amounts otherwise owing
the Agency, the Developer and its successor or
transferee; and
2. Second, to reimburse the Developer, its successor
or transferee, up to the amount equal to the sum
of (a) all costs paid by Agency and advanced by
the Developer for the Agency Sales Parcel, (b)
the costs incurred for the development of the
Agency Sales Parcel and for the improvements
existing on the Agency Sales Parcel at the time
of the reentry and repossession, less (c) any
gains or income withdrawn or made by the
Developer from the Agency Sales Parcel or the
improvements thereon.
Any balance remaining after such reimbursements shall
be retained by the Agency as its property.
The rights established in this Section 616 are to be
interpreted in light of the fact that the Agency will convey
the Sales Parcel to the Developer for development, and not for
speculation in undeveloped land.
VIZ. 15700] GENERAL PROVISIONS
A. 167011 Notices Demands and Communications
Between the Parties
Written notices, demands and communications between
the Agency, the City, and the Developer shall be sufficiently
given if delivered by hand or dispatched by registered or
certified mail, postage prepaid, return receipt requested, to
the principal offices of the Agency, the City, and the
Developer. Such written notices, demands and communications
may be sent in the same manner to such other addresses as any
party may from time to time designate by mail as provided in
this Section 701. In addition, notice to any of Stanley M.
Bloom, Richard Schwartz, Sol Bitensky, or Uri E. Gati shall be
deemed to constitute notice to the Developer.
Any written notice, demand or communication shall be
deemed received immediately if delivered by hand and shall be
deemed received on the tenth (loth) day from the date it is
postmarked if delivered by registered or certified mail.
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B. [§7021 Conflicts of Interest
No member, official or employee of the Agency or the
City shall have any personal interest, direct or indirect, in
this Agreement, nor shall any member, official or employee
participate in any decision relating to the Agreement which
affects his personal interests or the interests of any
corporation, partnership or association in which he is directly
or. indirectly interested. No member, official or employee of
the Agency or the City shall be personally liable to the
Developer, or any successor in interest, in the event of any
default or breach'by the Agency or the City, or for any amount
which may become due to the Developer or successor or on any
obligations under the terms of this Agreement.
C. [§703) Enforced Delay; Extension of _Times of
Performance
In addition to specific provisions of this Agreement,
performance by either party hereunder shall.not be deemed to be
in default, and all performance and other dates specified in
this Agreement shall be extended, where delays or defaults are
due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; fires; casualties; acts of God; acts of the public
enemy; epidemics; quarantine restrictions; freight embargoes;
lack of transportation; governmental restrictions or priority;
litigation; unusually severe weather; inability to secure
necessary labor, materials or tools; delays of any contractor,
subcontractor or supplier; acts or omissions of the other
party; acts or failures to act of the City of Huntington Beach
or any other public or governmental agency or entity (other
than the acts or failures to act of the Agency which shall not
excuse performance by the Agency); or any other causes beyond
the control or without the fault of the party claiming an
extension of time to perform. The failure by the Developer to
obtain financing for its undertakings pursuant to this
Agreement or to provide the Developer Advance shall not be
excused pursuant to this Section 703. Notwithstanding anything
to the contrary in this Agreement, an extension of time for any
such cause shall be for the period of the enforced delay and
shall commence to run from the time of the commencement of the
cause, if notice by the party claiming such extension is sent
to the other parties within thirty (30) days of the
commencement of the cause. Times of performance under this
Agreement may also.be extended in writing by the mutual
agreement of Agency, City, and Developer.
D. [17041 Non -liability of Officials and Employees of
the Agency and City
No member, official or employee of the Agency or the
City shall be personally liable to the Developer, or -any
successor.in interest, in the event of any default or breach by
08/19/85
6738p/2273/00 -38-
the Agency (or the City) or for any amount which may become due
to the Developer or its successors, or on any obligat_ons under
the terms of this Agreement.
The City shall have no responsibility or liability
except as expressly and affirmatively set forth in this
Agreement.
E. [6705) Submission of Documents to the Agency for
Whenever this Agreement requires the Developer to
submit plans or drawings to the Agency for approval, which
shell be deemed approved if not acted on by the Agency within
the specified time, said plans or drawings shall be deemed
approved provided that said plans and drawings have been
accompanied by a letter stating that they are being submitted
and will be deemed approved unless rejected by the Agency
within the stated time.
F. [6706) Reentry Preferences
(a) The Developer assumes the responsibility for
complying with all applicable provisions of the Redevelopment
Plan and Owner Participation and/or Reentry Rules promulgated
thereunder. The Developer shall exercise diligence to retain
existing tenants under long term leases as to any portion of
the Property as tenants within the project as undertaken
hereunder by the Developer pursuant to this Agreement. As part
of its diligent efforts hereunder, the Developer shall offer to
every tenant within the Property (as of the date of execution
of this Agreement) space on a right -of -first refusal basis (on
the same conditions, terms and provisions, fixed rent, and
percentage applied -for percentage rent (but not amounts
projected to be received as percentage rents) which the
Developer seeks to receive from any other person or entity with
respect to the space offered to such existing tenant), provided
that the use operated by such tenant is permitted pursuant to
Title 9 of the Ordinances of the City of Huntington Beach and
the Huntington Beach Municipal Code.
(b) In addition to those obligations set forth in
Part (a) of this Section 706, the Developer assumes the
obligation to and subject to part (c) of this Section 706 shall
(1) purchase the existing leasehold interests (pursuant to
leases previously executed by the City) held in favor of
Maxwell's and Dwight's, and (ii) lease portions of the Property
to Maxwell's and Dwight's for the continuation of businesses
substantially similar to those operated as Maxwell's and
Dwight's, respectively, as of the execution of this Agreement.
The Developer acknowledges and agrees that, notwithstanding
anything to the contrary set -forth in this Agreement, all
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6738p/2273/00 -39-
agreements between the Developer and Maxwells shall r- subject
to the prior approval of the Agency and the City, which shall.
not be unreasonably withheld.
(c) The Scope of Development (Attachment No. 11)
contemplates that the Developer shall purchase the interests of
Maxwell's and shall accomodate that entity more fully set forth
in part (b) of this Section 706 of this Agreement. The.
Developer acknowledges that Maxwell's generates a stable income
stream to the City which would reasonably be expected to
continue in the absence of this Agreement. Developer may, at
its option, prior to execution by Agency of the Pier Side Lease
(Attachment No. 3), but in any event no later than ninety (90)
days after the execution of this Agreement elect to have
excluded from the Property and from the Pier Side Lease
(Attachment No. 3) the present Maxwell's restaurant facility.
Such election, if made, shall be communicated in writing to
each of the Agency and the City. Thereafter, the Developer
assumes all responsibility that its construction and
development activities on the Property (as adjusted by the
removal therefrom of Maxwells, which adjusted Property shall
constitute the "Adjusted Property") shall not interfere with
the operation and patronage of Maxwells. In the event the
Developer makes the election as hereinabove set forth in this
part (c)-of Section 706, the "Minimum Rent" is set forth in
Section 7a of the Pier Side Lease (Attachment No. 3) shall be
changed to the sum of One Dollar ($1) per year; all other
provisions of the Pier Side Lease (Attachment No. 3) including
without limitation provisions with respect to "percentage rent"
and "parking replacement rent" shall'remain in effect.
G. 1§7071 Relocation of Existing Occupants
Subject to Part (b) of Section 204 of this Agreement
(which shall be enforceable according to its terms), the
Developer shall defend, indemnify, and hold -harmless each of
the City and the Agency, and their respective officers, agents,
and employees, from and against any claims, demands, or
lawsuits as'may be made by any of the existing tenants for
relocation assistance or benefits alleged to be payable
pursuant to the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 (42 U.S.C. Section 4601, et
seg.), the California Uniform Relocation Law (Government Code
Section 7260, et seq.), the California Community Redevelopment
Law (Health & Safety Code Section 33000, et to or
implementing regulations, related to the Developer's
acquisition and relocation efforts or to this Agreement.
H. 16708) Development of_City_Parcel
The City is the fee owner of the City Parcel, as
designated in the Site Map (Attachment No. 1).—The City agrees
that, concurrent with the Disposition Transfers, the City shall
make available by lease to the Developer (in the form of the
08/19/85
673'8p/2273/00 -40-
"Parking Lease", which is attached to this Agreement as
Attachment No. 13, and is incorporated herein by re.erence) the
City Parcel, solely for use for parking or such other interim
uses as the Agency may at its discretion approve. The Parking
Lease (Attachment No. 13) shall be for a term of not more than
three (3) years, and shall not be extended.
Provided that (i) this Agreement is not terminated
and the Developer is not in default of the Agreement (including
without limitation all attachments hereto), (ii) the Developer
has obtained land use entitlements including approval by the
Agency of plans (of a level of detail comparable.to that
required pursuant to Section 404 of the Agreement) for
development of the City Parcel, and (iii) the Developer has
irrevocably committed to the Agency to constuct the Developer
Inprovements, the Developer shall have the option (the
"Developer Option") to purchase from the Agency the City Parcel
(exclusive of mineral rights) on the third anniversary of the.
execution of this Agreement by the Agency for redevelopment
consistent with the Redevelopment Plan at a price determined as
follows: the greater of (i) Fifty -Five Dollars ($55) per
square foot or (ii) a residual land value for the City Parcel,
as determined by Keyser -Marston and Associates based upon the
reuse value of undeveloped portions of the City Parcel and the
Remaining Portion considering the development last approved by
the Agency with respect to such undeveloped portions of the
City Parcel and the Remaining Portion treating as the valuation
date the date at which the Agency approves plans for the
development of the City Parcel (of a level of detail comparable
to that required pursuant to Section 404 of the Agreement). A
"Memorandum of Option", in the form of Attachment No. 14, shall
be executed and delivered to escrow (as described in Section
301 of this Agreement) for recordation concurrently with the
Pier Side Lease (Attachment No. 3) if so requested by the
Developer. This option shall automatically expire the day
after the third anniversary of the execution of this Agreement
by the Agency, and shall terminate if (i) this DDA is
terminated, (ii) the Parking Lease (Attachment No. 13) is
terminated, (iii) the Agency successfully exercises its right
of re-entry pursuant to the Agency Deed (Attachment No. b), or
(iv) the Developer is in default of the DDA (with respect to a
breach that goes to termination). In the event the option is
terminated, the Developer shall execute and deliver to the
Agency a quitclaim deed disclaiming any interest in the City
Parcel within ten (10) days after request therefor by the
Agency.
Subject to the limitations set forth in this Section
708, the City agrees to convey and the Agency agrees to accept
conveyance.of the City Parcel promptly upon the exercise of the
Developer Option to accomodate the conveyance to the
Developer. The terms and conditions of sale by and between the
Agency and.the City are a matter of no concern to the Developer.
08/19/85
6738p/2273/00 -41-
The condition
used with respect to the
conform to Sections 303
The parties will execute
the foregoing.
of title and escrow provisions to be
Developer Option shall substantially
to 312, inclusive, of this Agreement.
escrow instructions consistent with
The Agency agrees and acknowledges that the concept
of the development of a first-class hotel with ownership
interests to be sold to investors (but which is not a
time-share arrangement and does not constitute a use not
permitted by the Redevelopment Plan or the Huntington Beach
Municipal Code) may constitute an appropriate use of the
Property, provided that (i) transient occupancy taxes are
payable on a basis comparable to other hotels located within
the City, and (ii) the Agency and the City reserve all
authority with respect to the design and intensity of such use,
and with respect to the imposition of conditions to such
development.
I. 1§7091 Adjacent Area
For a period of eighteen (18) months from the date of
execution of this Agreement by the Agency, unless this
Agreement or the rights provided pursuant to this Section 709
are sooner terminated, the Developer shall have the exclusive
right to negotiate with the Agency concerning the possible
private development of the "Adjacent Area" (which is that
certain property so designated on the Site Map lAttachment
No. 11; the Adjacent Area is not a part of the Site) in the
event the Agency determines to consider private development of
the Adjacent Area. During such period, the Developer shall
prepare and submit to Agency a plan for the expansion of
improvements of a character similar to the Pier Side retail
improvements for such area. The Developer acknowledges that
this Section 709 is without prejudice to the absolute right of
the Agency to refrain from entering into any agreements or
conducting discussions with respect to the private development
of the Adjacent Area. The Developer further acknowledges that
the financial feasibility of development on the Adjacent Area
and site control have not been determined, and that the Agency
makes no commitment to provide financial support to any such
development by virtue of executing this Agreement. The
Developer and the Agency agree to negotiate in good faith
during such eighteen -month period.
The rights pursuant to this Section 709 shall
terminate in the event that: (i) this Agreement is terminated;
(ii) the period of eighteen (18) months elapses from the date
of execution of this Agreement by the Agency and the term
within which the rights set forth in this Section 709 is not
extended by mutual agreement of the parties; (iii) the
Developer fails to complete all tasks to be performed by the
Developer pursuant to this Agreement by the time established
therefor in this Agreement (including without limitation the
08/39/85
6738p/2273/00 -42-
Schedule of Performance [Attachment No. 5)) and the Developer
fails to complete the cure of such failure within f_zty-five
(45) days after receipt of notice by the Agency; (iv) the
Agency reasonably determines that the Developer is not
proceeding in good faith in negotiations pertaining to the
Adjacent Area; or (v) the Agency determines that the rights of
the Developer pursuant to this Section 709 are interfering with
the efforts of the City or the Agency to negotiate with the
State of California concerning the use and control of the
Adjacent Area.
J. [§710) Amendments to this Agreement
Developer, City, and Agency agree to mutually
consider reasonable requests for amendments to this Agreement
which may be made by lending institutions, or Agency's counsel
or financial consultants, provided said requests are consistent
with this Agreement and would not substantially alter the basic
business terms included herein.
VIII. [68001 ENTIRE AGREEMENT, WAIVERS
This Agreement is executed in nine (9) duplicate
originals, each of which is deemed to be an original. This
Agreement includes pages 1 through 45 and Attachments I through
14, which constitutes the entire understanding and agreement of
the parties. This Agreement may be executed in counter -parts
which shall have full force and effect.
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all
negotiations or previous agreements between the parties or
their predecessors in interest with respect to all or any part
of the subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing by the appropriate authorities of the Agency, the
City and the Developer, and all amendments hereto must be in
writing by the appropriate authorities of the Agency, the City
and the Developer.
In any circumstance where under this Agreement any party
is required to approve or disapprove any matter, approval shall
not be unreasonably withheld.
08/19/85
6738p/2273/00 -43-
IX. 1§9001 TIME FOR ACCEPTANCE OF AGREEMENT BY Ar=NCY AND
CITY
This Agreement, when executed by the Developer and
delivered to the Agency, must be authorized, executed and
delivered by the Agency and City on or before thirty (30) days
after signing and delivery of this Agreement by Developer or
this Agreement shall be void, except to the extent -that the
Developer shall consent in writing to a further extension of
time for the authorization, execution and delivery of this
Agreement. The date of this Agreement shall be the date when
it shall have been signed by the Agency and the City.
IN WITNESS WHEREOF, the Agency, the City, and the
Developer have signed this Agreement on the respective dates
set forth below. :
, 19�
ATTEST:
Agency Secretary
11 19
ATTEST:
City Clerk
APPROVED AS TO FORM:
Agency Special Counsel
08/19/85
673Sp/2273/00
HUNTINGTON BEACH REDEVELOPMENT
AGENCY .
By
Chairman
CITY OF HUNTINGTON BEACH
By
Mayor
INITIATED AND APPROVED AS TO CONTENT
Deputy City Administrator/Redevelopment
-44-
REVIEWED AND APPROVED
AS TO £ORM :
City Attorney
Agency Attorney
APPROVED:
City Administrator/Executive Director
HUNTINGTON PACIFICA DEVELOPMENT GROUP, a
California Genera! Partnership,
PACIFIC HERITAGE CORPORATION, a
California corporation
Its: -�
By• Its•,AV.
AVIV DEVELOPMENT CORPORATI
California corporation
By:
By:
Its:
08/19/85
6738p/2273/00 -45-
c
-. a .�,.3-xXY.•*"i
j 1 "WALNUT -MAIN PORTION"
p....{x+ "NORTHEAST
PORTION
an &&64m
fir,
"PIER SIDE PORTION" �•l�'� "
11UNTINGTON BEACH, CALIFORNIA
taNItjOIONPAC&K:At*AtC*%&fif CfHOiP
tN�—,
ATTACHMENT NO. 2
LEGAL DESCRIPTION
That portion of Huntington Beach, County of Orange, State of California as
shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps in the office
of the County Recorder of said county described as follows:
Beginning at the centerline intersection of Pacific Coast Highway and Lake
Street sham as Ocean Avenue and First Street respectively an said mentioned
map; thence along the center line of Pacific Coast Highway south 4811 21' 42"
east 37.50 feet to the intersection with the southwesterly e;tRnsian of the
southeast right of way line of Lake Street; to the true point of beginning;
thence north 4110 38' 18" east 50.00 feet; thence north 48° 21' 42" west 355.00
feet; thence north 411 38' 18" east 410.00 feet; thence north 48° 21' 42" west
665 feet; thence south 410 38' 18" east 510.00 feet; thence north 460 21' 42"
west 30.00 feet; thence south 410 38' 18" east 450.00 feet; thence south 48' 21'
42" west 230.00 feet; thence north 411 38' 18" east 250.00 feet; thence south
48° 21' 42" east 820.00 feet; thence north 41° 38' 18" east 250.00 feet to the
true point of beginning.
Attachment No. 2
Page 1 of 1
ATTACHMENT NO. 3
PIER SIDE LEASE
This LEASE is made , between the HUNTINGTON
BEACH REDEVELOPMENT AGENCY, a public body, corporate and
politic ("LESSOR"), and HUNTINGTON PACIFICA DEVELOPMENT GROUP,
a California general partnership, ("LESSEE"), who agree as
follows:
1. RECITALS: This Lease is made with reference to the
following facts and objectives:
a. LESSOR, LESSEE and the City of Huntington Beach,
a municipal corporation (the "City") have entered
into a Disposition and Development Agreement,
dated as of , 1985 (the "DDA")
which is incorporated herein by reference)
providing for the development of that portion of
the City of Huntington Beach therein designated
as the "Property".
b. On , by Resolution No. , the
Agency approved this Lease and authorized the
Chairman to execute this Lease.
C. This Lease is entered into for the redevelopment
of property consistent with the public purposes
of the Main -Pier Redevelopment Plan, as
.previously adopted by the City of Huntington
Beach, and not for the purpose of speculation in
unimproved land.
2. PREMISES: LESSOR leases to LESSEE and LESSEE leases
from LESSOR the parcel of real property located in the City of
Huntington Beach, County of Orange, State of California,
described in Exhibit "A" ("PREMISES") upon the terms and
conditions expressed herein and in the GENERAL CONDITIONS
attached hereto marked Exhibit "B".
3. INGRESS AND EGRESS: LESSEE shall have the full and
unimpaired access to the Premises at all times.
4. TERM: The term of this Lease shall be fifty-five (55)
years commencing on the first day of the first full calendar
month following the date of execution of this Lease by LESSOR.
S. REQUIRED SERVICES AND USES - LIMITATION ON USE:
LESSOR's primary purposes for entering into this Lease is to
provide for the development of facilities and services needed
V
by the public as well as to promote the implementation of the
Redevelopment Plan for the Main -Pier Redevelopment Pz.ject (the
"Redevelopment Plan"). In furtherance of that purpose, LESSEE
shall during the lease term use the Premises for the purpose of
constructing and operating thereon the improvements and
businesses described in Exhibit "C" subject to the requirements
and limitation expressed therein and for no -other use or uses
without the prior written consent of LESSOR.
6. LESSEE'S IMPROVEMENTS:
a. Minimum Construction and Timing: LESSEE, at its
cost, shall cause to be designed, constructed,
and installed upon the Premises those
Improvements shown and described in the
preliminary plans and working drawings prepared
by LESSEE and approved by LESSOR prior to the
Lease ("LESSEE's Work"). Said preliminary -plans
and working drawings -shall be the master plan for
development of the Premises. Subject to the
provisions of the DDA all of LESSEE's Work shall
be constructed and completed no later than
16 months from the date LESSEE commences
construction; provided, however, if LESSEE fails
for any reason, to complete construction of
LESSEE's Work prior to such date, this Lease
shall be deemed terminated and of no further
force and effect as of midnight on such date. In
the event of termination pursuant to the
provisions of this paragraph, neither party shall
be liable to the other for any damages, costs,
claims, losses, or expenses arising out of or in
any way related to a party's performance or
preparation for performance of its obligations
under this Lease.
b. Development Plan and Construction Standards:
Development of the Premises and the design and
construction of all improvements and facilities
by LESSEE shall conform with the requirements set
forth in Exhibit "D".
C. Minimum Cost of Improvements: The minimum cost
of LESSEE's Work and furniture, fixtures, and
equipment placed thereon by LESSEE's agents,
sublessees, concessionaires, or licensees shall
be Seventy -Five Dollars ($75) per square foot of
construction (gross leasable area), plus an
additional Twenty -Five Dollars ($25) per square
foot for tenant improvements; no reductions shall
be allowed without the prior written approval of
Lessor,
08/19/85 Attachment No. 3
6739p/2273/00 -2-
i
which Lessor may grant, conditionall,, grant, or
deny at its sole and absolute discre:�ion.
7. RENT: LESSEE shall pay to LESSOR rent in the form of
"minimum annual rent", "percentage rent", and "parking
replacement rent" for each accounting year and partial
accounting year (as those terms are defined in paragraph 9 of
the GENERAL CONDITIONS) all as hereafter provided.
a. Minimum Annual Rent: LESSEE shall pay to LESSOR
each accounting year during the lease term a
minimum annual rent of $286,000 per year, subject
to annual inflationary increases as hereinafter
set forth.
08/19/85
6739p/2273/00
In the event the lease term shall commence on a
date other than the first day of an accounting
year, the Minimum annual rent for any such
partial accounting year shall be prorated at the
rate of 2/365th of the minimum annual rent for
the first accounting year per day. The minimum
annual rent for any partial accounting year
occurring at the end of the lease term, or upon
earlier termination, shall be prorated in a like
manner. For the balance of the lease term
conLmencing with'the eleventh accounting year, the
minimum annual rent shall be adjusted as
hereafter provided.
Beginning with the third anniversary of the
completion of the "Pier Side Improvement" (as
hereinafter defined in Exhibit "C"), minimum
annual rent shall be in the amount equal to $4
per square foot of gross leaseable area of
improvements on the Premises, subject to annual
inflationary increases as hereinafter set forth.
Beginning with the sixth anniversary of the
commencement of this Lease, the Minimum Rent
shall automatically be annually increased by
seventy five percent (75%) of the increase in the
Consumer Price Index for the Huntington Beach
area (or if no such figures are available,
increases in the Consumer Price Index for the Los
Angeles - Long Beach area); provided that such
inflationary increases shall not exceed 6% with
respect to any year.
Attachment No. 3
-3-
b. Percentage Rental: In addition to the minimum
annual rent and for the purpose of p'.jviding
adequate rental to LESSOR for LESSEE's use and
occupancy of the Premises, LESSEE (subject to the
provisions of subparagraph d. below) shall pay in
accordance with the provisions of paragraphs 9
and 10 of the GENERAL CONDITIONS as percentage
rent with respect to each year after the third
anniversary of the commencement of the term as
follows: until (i) the rents received by the
LESSEE in connection with the Premises at least
equal Six Million Dollars ($6,000,000) or (ii)
the third anniversary of the commencement of this
Lease, whichever first occurs percentage rent
shall be twelve percent (12%) of the gross rental
receipts received by the LESSEE during such
accounting year or partial accounting year, less
the minimum annual rent payable with respect to
such period. Commencing with (i) the sixth
anniversary of the commencement of this Lease or
(ii) the date rents received by the LESSEE in
connection with the Premises at least equal Six
Million Dollars ($6,000,000), whichever first
occurs, percentage rent shall be fifteen percent
(15%) of the gross rental receipts received by
the LESSEE during such accounting year or partial
accounting year, less the minimum annual rent
payable with respect to such period.
C. Parking Rental: In addition to the minimum
annual rent and the percentage rent, and for the
purpose of providing.adequate rental to LESSOR
for LESSEE's use and occupancy of the Premises,
LESSEE (subject to the provisions of subparagraph
d, below) shall pay to the lessor as parking
replacement rent the sum of $100,000 per year,
subject to annual inflationary increases as
hereinafter set forth; provided that inflationary
increases shall not be commenced until the first
payment of parking replacement rent due following
the third anniversary of the execution of the DDA
(and shall continue thereafter).
In the event the lease term shall commence on a
date other than the first day of an accounting
year, the minimum annual rent for any such
partial accounting year shall be prorated at the
rate of 1/365th of the parking replacement rent
for the first accounting year per day. The
parking replacement rent for any partial
accounting year occurring at the end of the lease
term, or upon earlier terminations, shall be
prorated in a like manner.
08/19/85 Attachment No. 3
6739p/2273/00 -4-
`)
Beginning with the third anniversary of the
commencement of this Lease, the parking
replacement rent shall automatically be annually
increased by the increase in the Consumer Price
Index for the Huntington Beach area (or if no
such figures are available, increases in the
Consumer Price Index for the Los Angeles - Long
Beach area); provided that such inflationary
increases shall not exceed b% with respect to any
year.
d. Payment of Rent: Rental payments shall be made
in accordance with the provisions of paragraph 9
of the GENERAL CONDITIONS.
LESSOR agrees to execute appropriate documents required to
subordinate its right to receive rent purauant of this Lease to
financing mutually approved by LESSOR and LESSEE hereunder for
the "Pier Side Improvements" as defined in the DDA.
8. SECURITY DEPOSIT: On execution of this Lease, LESSEE
shall deposit with LESSOR $50,000 (a certificate of deposit in
the name of LESSOR, or an irrevocable and unconditional letter
of credit, which shall be a sight draft, of a term, of form and
substance and by a bank all acceptable to the LESSOR (and its
counsel] at its sole discretion) as a security deposit for the
performance'by LESSEE of the provisions of this Lease. If
LESSEE is in default, LESSOR can use the security deposit, or
any portion of it, to cure the default or to compensate LESSOR
for all damages sustained by LESSOR resulting from LESSEE's
default. LESSEE shall immediately on demand pay to LESSOR a
sum equal to the portion of the security deposit expended or
applied by LESSOR as provided in this paragraph so as to
maintain the security deposit in the sum initially deposited
with LESSOR. The security deposit shall be refunded promptly
after the LESSEE has completed the Pier Side Improvements and
ha►s been required to pay and has paid percentage rent payments
to paragraph 7(b), provided that LESS-EE is not in default. In
any event, if LESSEE is not in default at the expiration or
termination of this Lease, LESSOR shall return the security
deposit to LESSEE. LESSOR's objections with respect to the
security deposit are those of a debtor and not a trustee.
LESSOR can maintain the security deposit separate and apart
from LESSOR's other funds or can co -mingle the security deposit
with LESSOR's other funds. LESSOR shall not be required to pay
LESSEE interest on the security deposit.
9. NOTICE: Any notice, demand, request, consent,
approval or communication that either party desires or is
required to give to the other party or any other person shall
be in writing and either served perscnally or sent by prepaid
first class mail. Any notice, demand, request, consent,
08/19/85 Attachment No. 3
6739p/2273/00 -5-
approval or communication that either party desires nr is
required to give to the other party shall be addres-ed to the
other party at the address set forth below:
TO: LESSOR TO: LESSEE
Huntington Beach
Redevelopment Agency
Attention: Executive Director/
City Administrator
2000 Main Street
Huntington Beach, California
Either party may change its address by notifying the other
party of the change of address. Notice shall be deemed
communicated within forty-eight (46) hours from the time of
mailing, if mailed as provided in this paragraph.
10. DDA: The Lessee shall be bound by all provisions of
the DDA, which is incorporated herein by reference.
11. Third Party Beneficiary: The City shall be deemed a
third party beneficiary of this Lease.
12. EXHIBITS- INCORPORATION INTO LEASE: The following
exhibits referred to in this Lease are attached hereto and by
this reference incorporated herein:
Exhibit "A" - Legal Description of Premises
Exhibit "B" - GENERAL CONDITIONS
Exhibit "C" - Required Development and Permitted
Uses
Exhibit "D" - Design Criteria and Minimum
Specifications for Construction by
Lessee.
Exhibit "E" - City Lease
08/19/85 Attachment No. 3
6739p/2273/00 -6-
1985
1985
. 1985
, 1985
HUNTINGTON PACIFICA DEVELOPMENT
GROUP, z California gene -al
partnership
PACIFIC HERITAGE CORPORATION,
a California corporation
By:
Its
By:
Its
AVIV DEVELOPMENT CORPORATION,
a California corporation
By:
Its
By:
Its
LESSEE
HUNTINGTON BEACH REDEVELOPMENT
AGENCY, a public body, corporate
and politic
LESSOR
0
08/19/85
6739p/2273/00
Attachment No. 3
-7-
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
That portion of Huntington Beach, County of Orangz, State of California as Ahm-1
on a rap recorded in Book 3, Page 36 of Miscellaneous Maps in the office of the
County Aeeorder of said county described as follows:
Winning at the centerline intersection of Pacific Coast Highway and Lake Street
shO n as Ocean Avenue and First Street respectively an said nen:ioned nap; thence
along the centerline of Pacific Cast Highway south 480 21' 42" east 37.50 feet to
the intersection with the southwesterly extensian of the southeast right of way
line of Lake Street; thence south W 38' 18" west 50.00 feet to the true point
of beginning; thence north 480 21' 42" west 1050.00 feet; thence south 410 38' 18"
west 450.00 feet; thence south 480 21'42" east 23000 feet; thence north 410 38,
28" east 250.00 feet; thence sough 480 21' 42" east 820.00 feet; thence north
410 38'18" east 200.00 feet to the true point of beginning.
Attachment No. 3
EXHIBIT "B"
GENERAL CONDITIONS
TABLE OF CONTENTS
Paragraph
Number
Caption
1.
Limitation of Leasehold
2.
Charge for Late Payment
3.
Utilities
4.
Construction of Improvements by
Lessee
5.
Signs
I
Destruction
7.
Maintenance
8.
Gross Rental Receipts
9.
Rent Payment Procedure and
Accounting
10.
Records, Books of Account,
Accounting Statements and Audits
11.
Insurance
12.
Indemnity and Exculpation
13.
Taxes and Assessments
14.
Unlawful Use
15.
Abandoned Personal Property
16.
Holding Over
17.
Assigning, Subletting and
Encumbering
18.
Covenant of Continuous Operation
and.Full Merchandising
19.
Successors in Interest
08/19/85 Attachment No. 3
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Paragraph
Number
Ca tion
20.
Lessee's Default
21.
Lessor's Remedies
22.
i
Lessor's Default
23.
Quitclaim of Lessee's Interest
Upon Termination
24.
Total Taking
25.
Partial Taking
26.
Eminent Domain Award
27.
Amendments
28.
Captions
29.
Provisions are Covenants and
Conditions
30.
California Law
31.
Waiver
32.
Nondiscrimination
33.
Force Majeure
34.
No Protest
" 35.
Time
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EXHIBIT "B"
GENERAL CONDITIONS
1. LIMITATION OF LEASEHOLD: LESSOR is holder of a
leasehold estate in the PREMISES, pursuant to the "City Lease"
(Exhibit "E"). - Neither this Lease nor the rights and
previleges granted LESSEE in and to the premises shall be
construed to imply the conveyance to LESSEE of any right or
interest in the premises except which may be created pursuant
to applicable statutory grants (which are judicially
noticeable, and which are incorporated herein) and the
Constitution of the State of California. This Lease and the
leasehold estate created thereby shall be subject and
subordinate to said statutory grants and the limitations
imposed by the Constitution of the State of California.
2. CHARGE FOR LATE PAYMENT: Except -as provided in
paragraph 7.c. of the Lease, rent not paid when due shall bear
interest at the rate of 12% per annum commencing five days from
the date due until paid.
3. UTILITIES: LESSEE, at its cost, shall construct or
cause to be constructed all utility lines from existing
facilities LESSEE agrees to repair to LESSOR's construction and
installation of said utility lanes. LESSEE shall make all
arrangements for and pay for all utilities, the services
furnished to or used by it, including without limitation gas,
electricity, water, telephone service, trash collection, and
utilities used or consumed at public restrooms, which
facilities shall be separately metered at LESSEE's cost.
4. CONSTRUCTION OF IMPROVEMENTS BY LESSEE:
a. LESSOR's Consent: No structures, improvements or
facilities shall be constructed, erected,
altered, or made upon the premises without prior
written consent of LESSOR. Any conditions
relating to the manner, method, design, and
construction of said structures, improvements, or
facilities fixed by LESSOR shall be conditions
hereof as though originally stated herein.
LESSEE may, at any time and at no cost to LESSOR,
install and place or caused to be installed or
placed business fixtures and equipment within any
building constructed by LESSEE.
b. Strict Com liance with Plans and Specifications:
All improvements constructed by LESSEE upon the
premises shall be constructed in strict
compliance with the working drawings approved by
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LESSOR. LESSEE shall construct the "Pier Side
Improvements", which are described in E"ibit "C"
C. Statement of Construction Costs and "As -Built"
Plans: Within sixty (60) days following
completion of any substantial improvement upon
the premises, LESSEE shall furnish LESSOR a
complete set of "As -Built" plans and an itemized
statement of the actual construction cost of such
improvement. The statement of cost shall be
signed by LESSEE or his responsible agent and
sworn to under penalty of perjury.
d. Improvements to Become property of LESSOR: All
buildings, improvements and facilities, exclusive
of trade fixtures, constructed or placed upon the
premises by Lessee must, upon completion be free
and clear of all liens, claims, or liability for
labor or material and shall become the property
of LESSOR at the expiration of this;Lease or upon
earlier termination hereof.
e. Mechanics Lien: LESSEE shall at all times
Indemnify and save LESSOR harmless from all
claims for labor or materials in connection with
construction, repair, alteration, or installation
of structures, improvements, equipment, or
facilities upon the premises, and from the cost
of defending against such claims, including
attorney's fees.
In the event a lien is imposed upon the premises
as a result of such construction,.repair,
alteration, or installation, LESSEE shall either:
(1) Record a valid Release of Lien; or
(2) Deposit with LESSOR cash in an amount equal
to 125% of the amount of .the lien and
authorize payment to the extent of said
deposit to any subsequent judgment holder
that may arise as a matter of public record
from litigation with regard to lienholder's
claim; or
(3) Procure and record a bond in accordance with
Section 3143 of the California Civil Code,
which frees the premises from the claim of
the lien and from any action brought to
foreclose the lien.
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V
Should LESSEE fail
ninety (90) days after
event after judgment is
and this Lease shall be
to accomplish one of the above within
the filing of such a lien, ..ut in no
entered, the LESSEE shall be in default
subject to immediate termination.
5. SIGNS: LESSEE, at its cost, shall have the right to
place, construct, and maintain an exterior sign on the building
and other improvements to be constructed by LESSEE on the
premises as shown in the preliminary drawings and working plans
approved by LESSOR subject to applicable provisions of Title 9
of Ordinances of the City of Huntington Beach and the
Huntington Beach Municipal Code. LESSEE shall not have the
right to place, construct, or maintain any other sign,
advertisement, awning, banner or exterior decoration without
LESSOR's consent.
6. DESTRUCTION:
a. Destruction Due to Risk Covered by Insurance: If
during the term, LESSEE's Work is totally or
partially destroyed from a risk covered by the
insurance described in paragraph 12.c. of these
GENERAL CONDITIONS, this -Lease shall -not
terminate and LESSEE shall promptly and
diligently restore or cause to be restored
LESSEE's Work to substantially the same condition
as it was in immediately before such destruction,
whether or not the insurance proceeds are
sufficient•to cover the actual cost of
restoration. If existing laws do not permit the
restoration, LESSEE, with the prior consent of
its lender, may elect to terminate this Lease by
giving notice to LESSOR. In the event this Lease
is terminated, LESSOR and LESSEE shall share any
excess insurance proceeds on the basis of their
respective interests in LESSEE's Work after '
payment of any outstanding balance due any lender.
b. Destruction due_ to Risk Not Covered by
Insurance: If, during the term,,LESSEE's Work is
totally or partially destroyed from a risk not
covered by the insurance described in paragraph
12.c. of these GENERAL CONDITIONS, this Lease
shall -not terminate except as expressly provided
herein, and LESSEE shall restore LESSEE's Work to
substantially the same condition it was in
immediately before destruction; provided,
however, if such destruction occurs during the
last 5 years of the term and the cost of
restoration exceeds twenty percent.(20%) of the
then replacement value of LESSEE's Work destroyed
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or if existing laws do not permit the
restoration, then LESSEE, with the pric+ consent
of its lender, can elect to terminate this Lease
by giving notice to LESSOR. In such event,
LESSOR shall elect to either (i) terminate this
Lease or (ii) reaffirm and extend this Lease for
a term reasonably determined to be adequate to
amortize the cost of restoration.
C. No Abatement of Rent: In case of total or
partial destruction, there shall be no abatement
or reduction of rent.
7. MAINTENANCE:
a. LESSEE's Obligation: LESSEE, at its cost, shall,
to the satisfaction of LESSOR, keep and maintain
the premises and all improvements of any kind
which nay be constructed, installed, or made
thereon (except for the public restrooms) in good
condition and in substantial repair. It shall be
LESSEE's responsibility to take all steps
necessary or appropriate to maintain such a
standard of condition and repair. LESSEE
expressly agrees to maintain the premises in a
safe, clean, wholesome and sanitary condition, to
the complete satisfaction of LESSOR and in
compliance with all applicable laws. LESSEE
further agrees to provide approved containers for
trash and garbage and keep the premises free and
clear of rubbish and litter. LESSOR shall have
the right to enter upon and inspect the premises
free and clear of rubbish and litter. LESSOR
shall have the right to enter upon and inspect
the premises at any time for cleanliness and
safety. LESSEE shall designate in writing to
LESSOR an onsite representative who shall be
responsible for the day-to-day operation and
level of maintenance, cleanliness, and general
order.
b. LESSOR's Right to Repair: If LESSEE fails to
maintain or make repairs or replacements as
required herein, LESSOR may notify LESSEE in
writing of said failure. Should LESSEE fail to
correct the situation within a reasonable time
thereafter, as established by LESSOR, LESSOR may,
but shall not be required to do so, make the
necessary correction and the cost thereof,
including but not limited to the cost of labor,
materials, and equipment and administrgtion,
shall be deemed additional rent to be paid by
LESSEE within ten (10) days of receipt of a
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statement of said cost from LESSOR. LESSOR may,
at its option, choose other remedies Mvailable
herein, or by law.
S. GROSS RENTAL RECEIPTS:
a. The term "gross rental receipts" as used herein
shall mean the total of all amounts received by the LESSEE in
connection with the premises (or any portion thereof, including
without limitation: (i) rent and all other consideration of any
kind paid by sublessees; (ii) all admission, entry, and other
fees of any nature or kind charged by LESSEE (other than
revenues received for parking); (iii) proceeds from business
interruption insurance or other insurance of a similar kind;
and (iv) interest earned on deposits if any.
b.- Gross rental receipts shall exclude refundable
deposits (exclusive of interest earned thereon), common area
maintenance -(up to the actual cost of providing such
maintenance), and cooperative advertising.
For purposes of determining gross rental receipts in the
event of any lease or sublease to a party in which LESSEE has
an interest of more than 10% in profits or losses or as to
which LESSEE owns any stock, unless the prior written approval
to such sublease has been obtained, gross rental receipts with
respect to such sublease shall be deemed to be the greater of
(i) the net actually paid by such tenant or (ii) an amount
produced by multiplying the total square feet of the demised
premises so subleased by the highest rent per square foot
experienced by the LESSEE in connection with any sublease of
the premises. -
9. RENT PAYMENT PROCEDURE AND ACCOUNTING:
a. Accounting Year: The phase "accounting years' as
used herein, shall be a period of twelve (12)
consecutive full calendar months commencing on
January 1. The first accounting year shall
commence on January 1, 1986. Any period at the
beginning of or at the end of the term which is
less than twelve full calendar months is a
partial accounting year.
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b. Paymentof Rentals:
(1) Minimum Annual Rent: The minimum annual
rent shall be paid in twelve (12) equal
installments (or in the case of a partial
accounting year, in equal installments, one
such installment for each full calendar
month in the partial accounting year). Said
payments shall be made in advance on the
first day of each and every month during
each accounting year or partial accounting
year of the lease term commencing on the
first day of the month following the month
In which LESSEE or any of its agents,
sublessees, concessionaires, or licensees
open for business.
(2) Percentage Rent: concurrently with the last
monthly installment payment of minimum
annual rent with respect to each accounting
year or partial accounting year of the
Lease, LESSEE shall pay to LESSOR an amount
determined in accordance with Section 7.b.
of the Lease as Percentage Rent.
(3) Parking Replacement Rental: concurrently
with the first monthly installment payment
of minimum annual rent with respect to each
accounting year or partial accounting year
of the Lease, LESSEE shall pay to LESSOR an
amount determined in accordance with Section
7.c. of the Lease as Parking Replacement
Rent for such accounting year or partial
accounting year.
Upon submission of LESSEE's annual audited financial statements
as provided in paragraph 10, if it is determined that LESSEE
has paid to LESSOR an amount of percentage rent greater than
the percentage rent it is in fact obligated to pay for the
accounting year or partial accounting year, the excess so
determined shall be applied against the next percentage rent
due to LESSOR, except that if any unused excess exists at the
expiration or termination of the term, the sum of the unused
excess shall be immediately paid by LESSOR to LESSEE provided
LESSEE is not in default of any provision of this lease at the
expiration of termination. If,.upon the submission of LESSEE's
annual -audited financial statement, it is determined that
LESSEE has paid to LESSOR an amount of percentage rent less
than LESSEE is required to pay, LESSEE shall pay the difference
to LESSOR at the time said annual audited financial statement
is submitted to LESSOR.
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M
C. Place of Payment and Filing: Rent payments shall
be delivered to and accounting stateme•;s shall
be filed with the City Administrator, 2000 Main
Street, Huntington Beach, California 92648. The
-.designated place of payment and filing may be
changed at any time by LESSOR upon written notice
to LESSEE. Rentals may be paid by check made
payable to the City of Huntington Beach.
A duplicate copy of all statements and reports
herein required shall also be filed with the City
Auditor of the City of Huntington Beach.
10.- RECORDS BOOKS OF ACCOUNT ACCOUNTING STATEMENTS AND
AUDITS: The LESSEE shall keep or cause to be kept at the
premises in accordance with generally accepted accounting
principles full and accurate books of account, records, cash
receipts and other pertinent data showing its gross receipts,
gross rental receipts, and the gross receipts of its agents,
sublessees, licensees, or concessionaires, rents, parking
revenues, and all consideration received in connection with
subleases or other agreements with respect to the use of the
premises. In the event that the LESSEE shall install and
maintain or cause to be installed and maintained accurate
receipt printing cash registers and shall record on the cash
registers every sale and other transaction made from the
premises, all records therefrom and compilations in relation
thereto performed by or submitted to LESSEE shall be made
available to LESSOR. LESSEE agrees to furnish or cause to be
furnished upon request to LESSOR copies of quarterly California
Sales and Use Tax returns filed with the State of California
for any business conducted on or from the premises in the event
the LESSEE obtains copies of such returns. Such books of
account, records, cash receipts and other pertinent data shall
be kept for a period of four (4) years after the end of each
accounting year and partial accounting year.. The receipt by
LESSOR of any statement, or any payment of percentage rent for
any period, shall not bind LESSOR as to the correctness of the'
statement or the payment. LESSOR shall be entitled at any time
during the lease term, and within two (2) years after
expiration or termination of this Lease, to inspect and examine
all LESSEE's and LESSEE's agents, sublessees, concessionaires,
and licensees books of account, records, cash receipts and
other pertinent data so LESSOR can ascertain the amount -of
percentage rent due LESSOR. LESSEE shall cooperate fully with
LESSOR in making the inspection.
Within ninety (90) days after the end of each accounting
year and partial accounting year, LESSEE shall at its -own
expense submit to LESSOR financial statements including_a.
balance sheet and income statement prepared and audited by an
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independent certified public accountant, reflecting business
transacted on or from the premises during the prece(:_ng
accounting year or partial accounting year, which shall
specifically -include with respect to such year: (i)the amount
of gross receipts and gross rental receipts for the -preceding
calendar year (separately delineating receipts from each of the
businesses conducted in, on, or from the premises); (ii) the
total minimum annual rent and total percentage rent, if any,
paid by LESSEE during the accounting year or partial accounting
year to date; and (iii) the amount, if any, by which the total
percentage rents for the accounting year or partial accounting
year to date exceeds the minimum annual rent paid during the
same period. LESSOR shall also be entitled, once during each
accounting year and once after the expiration or termination of
this Lease, to audit LESSEE's books of account records, cash
receipts and other pertinent data to determine LESSEE's gross
receipts. The audit shall be limited to the determination of
gross receipts and gross rental receipts and shall be conducted
during usual business hours at the premises. If the audit
shows that there is a deficiency in the payment of any
percentage rent, the deficiency shall become immediately due
and payable as additional rent. The cost of the audit shall be
paid by LESSOR unless the audit shown that the LESSEE
understated gross receipts by more than 5%, in which case
LESSEE shall pay all LESSOR's cost of the audit.
11. INSURANCE: LESSEE, at its cost, shall maintain during
the lease term the following insurances:
a. Public liability, property damage and product
liability insurance with combined single limit of
at least $10,000,000 part of which may be
provided in the form of umbrella coverage. Said
insurance shall include dram shop liability
insurance. Said insurances shall insure against
all liability of LESSEE and its authorized
representatives, invitees, and patrons arising
out and in connection with LESSEE's use and
occupancy of the premises. LESSOR shall be named
as additional insured and the policy or policies
shall contain cross -liability endorsements.
Coverage shall be primary and not contributing
with any coverage maintained by the LESSOR. The
policy shall contain a waiver of subrogation in
favor of the LESSOR. Not more frequently than
each two (2) years, if, in the opinion of LESSOR
or of an insurance broker retained by LESSOR, the
amount of public liability and property damage
insurance coverage at that time is not adequate,
LESSEE shall increase the insurance coverage as
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required by either LESSOR or LESSOR's 4:surance
broker. The insurance to be provided L)y LESSEE -
may provide for such deductibles or self -insured .
retention as shall be acceptable to the City
Administrator or his designee. In the event such
insurance does provide for deductibles or
self -insured retention, LESSEE agrees that it
will fully protect LESSOR, its boards, officers,
and employees in the same manner as these
interests would have been protected had the
policy or policies not contained the deductible
or retention provisions.
b. LESSEE's indemnification.obligations under
paragraph 12.b. shall extend to damage resulting
from risks insurable by garagekeepers' legal
liability insurance. The public liability
insurance required in paragraph ll.a. above shall
include garagekeepers'.legal liability coverage.
C. A policy of standard fire and extended coverage
insurance with vandalism and malicious mischief
endoresements to the extent of at least 90% of
the replacement value of all of LESSEE's personal
property, improvements and alterations, and on/or
about the peemises. The proceeds from any such
policy shall be used by LESSEE for the
replacement of personal property and the
restoration of LESSEE's improvements or
alterations.
d. Business interruption insurance insuring that the
minimum annual rent due LESSOR will be paid to
LESSOR for a period of up to twelve.(12) months
if the premises are destroyed or rendered
inaccessible by a risk whether covered by
insurance or not.
e. The LESSEE's obligations pursuant to parts b, c
and d of this paragraph 11 shall be conditioned
upon the availability of such coverages on.the
market.
The foregoing insurances shall contain an endorsement requiring
thirty (30) days written notice from the insurance company to
both parties before cancellation or change in coverage scope or
amount of any policy. Each policy or a certificate of the
policy together with evidence of payment of premium shall be
deposited with LESSOR at the commencement of the lease term and
on.renewal of policy not less than twenty (20) days before the
expiration of the term of the policy.
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The procuring of such required policy or policies of
insurance shall not be construed to limit LESSEE's liability
hereunder nor to fulfill the indemnification provis; ne and
requirements of paragraph 12. Notwithstanding said policy or
policies of insurance, LESSEE shall be obligated for the full
and total amount of any damage, injury or loss caused by
LESSEE's negligence or that of its agents, sublessees,
concessionaires, licensees, and their agents and employees in
connection with this Lease or with the use and occupancy of the
premises.
12. INDEMNITY AND EXCULPATION:
a. Exculpation of LESSOR: LESSOR shall not be
liable to LESSEE for any damages to LESSEE or
LESSEE's property from any cause. LESSEE waives
all claims against LESSOR for damage to person or
property arising for any reason. Notwithstanding
the foregoing, LESSOR shall be liable for damages
to LESSEE's property resulting from LESSOR's
intentional acts or from LESSOR's sole negligence.
b. Indemnity: LESSEE shall hold LESSOR harmless
from all damages arising out of any damage to any
person or property occurring in, on, about or
from the leased premises.
13. TAXES AND ASSESSMENTS: LESSEE recognizes and
understands that this Lease may -create a possessory interest
subject to property taxation and that the LESSEE may be subject
to the payment of property taxes levied on such interest.
LESSEE further agrees that taxes may be assessed consistent
with section 33673 of the California Health and Safety Code as
if based upon the full value of a fee interest in land rather
than upon a possessory interest; if taxes are assessed on the
basis of a possessory interest rather than on the basis of fee,
the difference (determined by the Agency in accordance with the
normal practice of the Assessor for determining taxes upon
property held in fee) shall be payable to the Agency (as
designee of the LESSOR) by LESSEE as additional rent
hereunder. All taxes and assessments which become due and
payable upon the premises or upon fixtures, equipment, or other
property installed or constructed thereon, shall be the full
responsibility of LESSEE, and LESSEE shall cause said taxes and
assessments to be paid promptly.
14-. UNLAWFUL USE: LESSEE agrees that no improvements
shall be erected, placed upon, operated, nor maintained upon
the premises, nor any business conducted or carried on therein
or therefrom, in violation of the terms of this Lease, or of
any regulation, order, law, statute, or ordinance of a
governmental agency having jurisdiction.
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i
15. ABANDJNED PERSONAL PROPERTY_: If LESSEE abandons the
premises or is dispossessed thereof by process of law r
otherwise, title to any personal property belonging to LESSEE
and left on the premises forty-five (45) days after such
abandonment or dispossession shall be deemed to have been
transferred to LESSOR. LESSOR shall have the right to remove
and to dispose of such property without liability therefor.to
LESSEE or to any person claiming under LESSEE,'and shall have
no need to account therefor. LESSEE hereby designates LESSOR's
City Administrator as its attorney -in -fact to execute and
deliver such documents as may be reasonably required to dispose
of such abandoned property and transfer title thereto.
16. HOLDING OVER: In the event LESSEE shall continue in
possession of the premises after the expiration of the lease
term, such possession shall not be considered a renewal of this
Lease but a tenancy from month to'month and shall be governed
by the conditions and covenants contained in this Lease.
17. ASSIGNING, —SUBLETTING, AND ENCUMBERING: Except as
provided in this paragraph, LESSEE shall not voluntarily
transfer, assign, sublet, or encumber its interest in this
Lease without LESSOR's prior written approval, which consent
shall not be unreasonably withheld provided that an experienced
and qualified operator (as determined by LESSOR at its
reasonable discretion) is designated, except that with respect
to any such transfer, assignment, sublease or encumbrance'to an
entity_in which the Developer or LESSEE (or'any of their
constituent members or their principals) or any co=venturer or
partner of Developer or LESSEE holds any ownership interest,
the LESSOR pay grant or withhold its approval at its sole and
absolute discretion. Any transfer, assignment, subletting, or
encumbering without LESSOR's consent shall constitute a default
and shall be voidable at LESSOR's election. No consent to any
transfer, assignment, subletting, or encumbering shall
constitute a further waiver of the provisions of this paragraph.
Any assignee of LESSEE shall execute an agreement running
to LESSOR assuming LESSEE's obligations under this Lease,
LESSEE shall remain fully obligated to LESSOR under this LEASE
notwithstanding any transfer, assignment, subletting, or
encumbering or any indulgence granted by LESSOR to LESSEE or to
any transferee, assignee, sublessee, or secured lender unless
released in writing by LESSOR.
The provisions of this paragraph shall not prohibit LESSEE
from entering into subleases, concessions, contracts, or
licenses for the operation of authorized businesses to be
conducted in, on, or from the premises. Each sublease,
concession, agreement, contract, or license that is entered '
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into by LESSEE; shall be subject to the provisions of this Lease
and shall specifically contain a provision pursuant t which
the LESSEE shall be obligated to terminate the sublease,
concession, license, or contract in the event the City of
Huntington Beach notifies the LESSEE of a continued violation
of law as occurring with the use under such sublease,
concession, license, or contract. LESSEE shall deliver to
LESSOR a copy of any such sublease, concession, agreement,
contract, or license within thirty (30) days of execution
thereof by LESSEE.
LESSEE may transfer and assign this Lease and the leasehold
interest created thereby ("Leasehold Estate") to a lender as'
security for the repayment of a loan, the proceeds of which are
to be used to provide funds for LESSEE to perform its .
obligations under this Lease. The term "lender".as used herein
shall mean the beneficiary, mortgagee, secured party, or other
holder of a promissory note or other written obligation which
is secured by any deed of trust, mortgage, or other written
security agreement affecting the Leasehold Estate ("Leasehold
Mortgage"). LESSEE may perform any and all acts and execute
any and all instruments necessary or proper to consummate any
loan transaction and perfect the security therefor to be given
the lender on the security of the Leasehold Estate. LESSEE
shall deliver to LESSOR a copy of each note, deed of trust, or
security agreement executed by LESSEE in connection with any
Leasehold Mortgage within twenty (20) days from the date of
execution thereof by LESSEE for approval by LESSOR, which
approval shall not be unreasonably withheld.
With respect to any lender who shall have delivered to
Landlord a written notice which shall state the name, address
and a general description of the type of lien it holds on the
Leasehold Estate, the following provisions shall apply:
a. LESSOR when giving notice to LESSEE with respect
to any default or termination under the
provisions of paragraphs 20 and 21 shall also
serve a copy of such notice upon any lender, and
no such notice to LESSEE shall be effective
unless a copy of such notice is so served upon
the .lender.
b. Any lender may do any act or.thing required of
LESSEE hereunder and shall have the right of
entry upon the Premises for the purpose of
performing any such act or doing any such thing.
All such acts or things done and performed shall
be accepted by LESSOR and be as effective to
prevent a forfeiture of LESSEE's rights hereunder
as if done or performed by LESSEE.
08/19/85 Attachment No. 3
6739p/2273/00 B-12
C. Any lender may acquire and succeed to the
interest of LESSEE hereunder by foreclosure of
the Leasehold Mortgage or by deed in lieu of
foreclosure and may assign the Leasehold Estate
to a purchaser for value; provided however, any
such purchaser for value shall execute an
agreement running to LESSOR assuming LESSEE's
obligations under this Lease, and any such
purchaser for value shall be approved by LESSOR,
which approval shall not be unreasonably
withheld. Upon'.approval by LESSOR and the
execution of an assumption agreement by the
purchaser for value, the lender shall thereupon
be released from its obligation to perform the
obligations -of a LESSEE whose interest has been
so acquired to prevent a termination or
forfeiture of this Lease.
d: -LESSEE may delegate irrevocably to any lender the
authority to exercise any or all of the LESSEE's
rights under this Lease. Any provision of this
Lease which gives to any lender the privilege of
exercising a particular right of LESSEE hereunder
on the condition that LESSEE shall have failed to
exercise such right shall not be deemed to
diminish any privilege which any lender may have,
by virtue of a delegation of authority from
LESSEE, to exercise such right without regard to
whether or not LESSEE shall have failed to
exercise such right.
e. In the event of a default by LESSEE in the
payment of rent or other sum, any lender may pay
such -rent or other sum to LESSOR, if
ascertainable, and such rent payment alone,
without further requirement, shall be sufficient
to prevent a termination or -forfeiture of the
Leasehold Estate; provided; however, that such
right to prevent such termination or forfeiture
shall exist only for a period of thirty (30) days
after expiration of the period during which
LESSEE may cure a default in payment of rent,
which default was the subject of a notice given
by LESSOR to LESSEE and LESSEE's lender.
f. Upon the occurrence of any event of default other
than a rent default, LESSOR shall take no action
to effect a termination and forfeiture of this
Lease without first giving to lender reasonable
time within which either (i) to obtain possession
08/19/85 Attachment No. 3
6739p/2273/00 B-13
LRE
LJ
of the Premises and cure such default r• (ii) to
institute foreclosure proceedings and complete
such foreclosure, or otherwise acquire the
Leasehold Estate. LESSOR's covenant to take no
action to effect a termination and forfeiture
shall not prevent LESSOR from exercising other
remedies reserved to LESSOR under this Lease or
allowed by law.
g. If a default is cured by LESSEE or LESSEE's
lender and foreclosure proceedings are
discontinued, this Lease shall continue in full
force and effect as if LESSEE had not defaulted.
h. Any assignment, sale, or transfer of the
Leasehold Estate in foreclosure proceedings or by
deed or other instrument in writing in lieu of
foreclosure shall not be an event of default and
shall be deemed a permitted transfer subject to
the provisions of subparagraph c. above.
i. As long as the Leasehold Mortgage exists, the fee
title and the Leasehold Estate shall not merge
but shall remain separate and distinct, unless
LESSEE's lender shall consent to a merger.
18. COVENANT OF CONTINUOUS OPERAT10N AND'FULL
MERCHANDISING: LESSEE shall include in all the subleases -and
any other agreements with tenants with respect to the use of
the'Premises (or any portion thereof) the following
requirements in substantially the following form: (i) that
Tenants shall continuously use or cause to be used the premises
and portions thereof for the uses specified in Exhibit "C" and
continuously merchandise the premises during all usual business
hours and on all such days as comparable businesses of like
nature in the area are open for business; (ii) if the
improvements on the premises are destroyed or partially
condemned and this Lease remains in force, Tenant shall
continue or cause to be continued operation of the businesses
at the premises to the extent reasonably practical from the
standpoint of good business judgment during any period of
reconstruction; (iii) Tenant shall carry and offer or caused to
be carried and offered for sale at all times a full and
complete stock of reasonable merchandise at competitive prices,
and shall maintain or caused to be maintained adequate
personnel for efficient serving of customers and patrons; (iv)
tenant -shall employ its best efforts to operate or cause to be
operated the businesses conducted on the premises in a manner
that will produce the maximum volume of gross receipts reported
to the LESSEE. For the purpose of ccmputing percentage rent,
the gross receipts for any period during which Tenant does not
08/19/85 Attachment No. 3
6739p/2273/00 8-14
conduct the businesses required by this Lease shall be deemed
to be the greater of the gross receipts generated on ►.ne
premises during that period or the gross receipts generated
during the corresponding period of the preceding lease year.
LESSEE covenants to the LESSOR to use great diligence and its
best efforts to enforce the provisions of subleases and other
agreements with tenants as described in this paragraph 18.
LESSEE further covenants to use its best efforts to lease the
premises to tenants promptly and in such a manner as to
maximize gross revenues.
19. SUCCESSORS IN INTEREST: Unless otherwise provided in
this Lease, the terms, covenants and conditions contained
herein shall apply to and bind the heirs, successors,
executors, administrators, and assigns of all the parties
hereto.
20. LESSEE'S DEFAULT: The occurrence of any of the
following shall constitute a default by LESSEE:
a. Failure to pay rent when due, if the failure
continues for fifteen (15 ) days after notice has
been given to LESSEE. The LESSEE shall not be
excused from its obligation to pay rent by reason
of the inability for any reason to obtain the
full and prompt payment to LESSEE of all payments
due LESSEE by any sublessees.
b. Failure to perform any of the provisions of this
Lease, if the failure to perform is not cured
within thirty (30) days after notice has been
given to LESSEE. If the default cannot
reasonably be cured within said thirty (30) days,
LESSEE shall not be in default of this Lease, if
LESSEE commences to cure the default within the
thirty (30) day period and diligently, and in
good faith, -continues to cure the default.
Notices given under this paragraph shall specify the
alleged default and the -applicable Lease provisions, and.shall
demand that LESSEE perform the provisions of the Lease or pay
the rent that is in arrears, as the case may be, within the
applicable period of time, or quit the premises. No such
notice shall be deemed a forfeiture or a termination of this
Lease unless LESSOR so elects in the notice.
21-. LESSOR'S REMEDIES: LESSOR shall have the following
remedies if LESSEE commits a default. These remedies are not
exclusive; they are cumulative in addition to any remedies now
or later allowed by law.
08/19/85 Attachment No..3
6739p/2273/00 B-15
LESSOR can continue this Lease in full force and effect,
and the Lease will continue in effect as long as LESc,R does
not terminate LESSEE's right to possession,,and LESSOR shall
have the right to collect rent when due. During the period
LESSEE in in default., LESSOR can enter the premises and telet
them, or any part of them, to third iiai•t iets fcar LESSEE' H
account. LESSEE shall be liable inIR%PdJALely to LESSOR for all
costs LESSOR incurs in reletting the premises, including,
without limitation, broker's commissions, expenses of
remodeling the premises required by the reletting, and like
costs. Reletting can be for a period shorter or longer than.
the remaining term of this Lease. LESSEE shall pay to LESSOR
the rent due out of this Lease on the dates the rent is due,
less the rent LESSOR receives from any reletting. No act by
LESSOR allowed by this paragraph shall terminate this Lease
unless LESSOR notifies LESSEE that LESSOR elects to terminate
this Lease. After LESSEE's default, and for as long as LESSOR
does not terminate LESSEE's right to possession of the
premises, if LESSEE obtains LESSOR's consent, LESSEE shall have
the right to assign or sublet its interests in this Lease, but
LESSEE shall not be released from liability.
LESSOR can terminate LESSEE's right to possession of the
premises at any time. No act by LESSOR other than giving
notice to LESSEE shall terminate this Lease. Acts of
maintenance, efforts to relet the premises, or the appointment
of a receiver on LESSOR's initiative to protect LESSOR's
interests under this Lease shall not constitute a termination
of LESSEE's right to possession. On termination, LESSOR has
the right to recover from LESSEE:
a. The worth, at the time of the award of the unpaid
rent that had been earned at the time of the
termination of this Lease;
b. The worth, at the time of the award of the amount
by which the unpaid rent that would have been
earned after the date: of termination of this
Lease until the time of award exceeds the amount
of the loss of rent that LESSEE proves could have
been reasonably avoided;
C. The worth, at the time of the award of the amount
by which the unpaid rent for the balance of.the
'term after the time�of award exceeds the amount
of the loss of rent that LESSEE proves could have
been reasonably avoided; and
d. Any other amount and court costs, necessary to
compensate LESSOR for all detriments proximately
caused by LESSEE's default.
08/19/85 Attachment No. 3
6739p/2273/00 B-16
"The worth, at the time of the award," as used in a. and b.
above is to be computed by allowing interest at the i"te of 10%
per annum. "The worth, at the time of the award," as referred
to c. above is to be computed by discounting the amount at the
discount of the Federal Reserve Bank of San Francisco at the
time of the award, plus 1%. .
If LESSEE is in default of this Lease, LESSOR shall have
the right to have a receiver appointed to collect and conduct
LESSEE's business. Neither the filing of a petition for the
appointment of a receiver nor the appointment itself shall
constitute an election by LESSOR to terminate this Lease.
LESSOR, at any time after LESEE commits a default, can cure
the default at LESSEE's cost. If LESSOR at any time, by reason
of LESSEE's default pays any sum or does any act that requires
the payment of any sum, the sum paid by LESSOR shall be
immediately due from LESSEE to LESSOR at the time the sum is
paid, and if paid at a later date shall bear interest at the
rate of 10% per annum from the date the sum is paid by LESSOR
until LESSOR is reimbursed by LESSEE. The sum, together with
the -interest on it, shall be deemed additional rent.
22. LESSOR'S DEFAULT: LESSOR shall be in default of this
Lease if it fails or refuses to perform any provision of this
Lease that it is obligated to perform if the failure to perform
is not cured within sixty (60) days after notice of the default
has been given by LESSEE to LESSOR. If the default cannot be
reasonably cured within (60) days, LESSOR shall not be in
default of this Lease if LESSOR commences to cure the default
within the sixty (60) day period and diligently and in good
faith continues to cure the default.
23. QUITCLAIM OF LESSEE'S INTERESTS UPON TERMINATION:
Upon termination of this Lease for any reason, including but
not limited'to termination because of default by LESSEE, LESSEE
shall execute, acknowledge and deliver to LESSOR within thirty
(30) days after receipt of written demand therefor, a good and
sufficient deed whereby all right, title and interests of
LESSEE in the premises is quitclaimed to LESSOR.
24. TOTAL TAKING: If the whole of the Premises, or other
improvements to be made by LESSEE shall be taken by right of
eminent domain or otherwise for any public or quasi -public use,
then, when possession shall be taken thereunder by the
condemnor, or the LESSEE is deprived of its practical use of
the Premises, and other improvements, whichever date is
earlier, this Lease and all rights of LESSOR and LESSEE
hereunder, shall terminate and any rent and all other payments
required of LESSEE shall be apportioned between the parties.
In the event of a partial taking, as a result of which the
08/19/85 Attachment No. 3
6739p/2273/00 B-17
remaining portion of the Premises, or any other improvements an
the Premises cannot be restored to an economically o�jrable
facility of a comparable kind and quality to the facility
existing prior to the taking with the condemnation awards
received by LESSEE, then this Lease at LESSEE's option shall
terminate as of the time when possession of the Premises shall
be taken by the condemnor or LESSEE is deprived of its
practical use thereof, whichever date is earlier.
25. PARTIAL TAKING: If a portion of the Premises or any
other improvements shall be taken by right of eminent domain or
otherwise for any public or quasi -public use and the remaining
portion of the Premises and improvements can be restored by
LESSEE to an economically operable facility of comparable kind
and quality to the facility existing prior to the.taking, then
this Lease shall not be affected and LESSEE shall retain the
remaining portion of the Premises; provided, -however, the fixed
minimum rent shall be reduced by an amount that is in the same
ratio to the fixed minimum rent as the total numbeer of square
feet in the Premises taken bears to the total number of square-
feet'in the Premises immediately before the date of taking.
26. EMINENT D01AIN AWARD: If there is a taking by right
of eminent domain, the rights and obligations of the parties
with reference to the award and the distribution thereof shall
be determined in accordance with the provisions of this
section. The award shall belong to and be paid to LESSOR,
except that LESSEE shall receive from the award the following:
a. A sum attributable to the value of LESSEE's
leasehold estate including improvements, which
sum shall be first applied toward any outstanding
balance due a LESSEE's lender;
b. A sum attributable to severance damages to be
used solely for the restoration of the other
improvements upon the Premises; and
C. An award (if any) specifically made with respect
to loss of goodwill.
27. AMENDMENTS: This Lease and the GENERAL CONDITIONS set
forth all of the agreements and understandings of the parties
and any modification must be in writing duly executed by both
parties.
28. CAPTIONS_: The captions and the table of contents of
this Lease shall have no effect on its interpretation.
29. PROVISIONS ARE COVENANTS AND CONDITIONS: All
provisions, whether covenants or conditions, on the part of
LESSEE shall be deemed to be both covenants and conditions.
08/19/85 Attachment No. 3
6739p/2273/00 B-18
L)
30. CALIFORNIA LAW: This Lease shall be construed and
interpreted in -accordance with the laws of the State
California.
31. WAIVER: No delay or omission in the exercise of any
right or remedy of LESSOR on any default by LESSEE shall impair
such a right or remedy or be construed as a waiver.
The receipt and acceptance by LESSOR of delinquent rent
shall not constitute a waiver of any other defaults; it shall
constitute only a waiver of timely payment for the rent payment
involved.
No act or conduct of LESSOR, including, without limitation,
the acceptance of the keys to the premises, shall constitute an
acceptance of the surrender of the premises by LESSEE before
the expiration of the term. Only a notice from LESSOR to
LESSEE shall constitute an acceptance of the surrender of the
premises and accomplish a termination of the Lease.
LESSOR's consent to or approval of any act by LESSEE
requiring LESSOR's consent or approval shall not be deemed to
waiver or render unnecessary LESSOR's consent to or approval of
any subsequent -act by LESSEE.
Any waiver by LESSOR of any default must be in writing and
shall not be a waiver of any other default concerning the same
or any other provision of the Lease.
32. NONDISCRIMINATION: LESSEE covenants for itself, its
heirs, executors, administrators, and assigns, and all persons
claiming under or through it, that this Lease is made and
accepted upon and subject to the following conditions: That
there -shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed,
religion, sex marital status, age, national origin or ancestry
in the subleasing, Premises herein leased, nor shall the LESSEE
himself, establish or permit any such practice or.practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of lessees of.the Premises.
LESSEE shall make its accomodations and services available to
the public on fair and reasonable terms. In the event LESSEE
enters into contracts, subleases, or assignments with respect
to any of its interest herein, LESSEE shall include in such
continental arrangements a nondiscrimination clause
substantially conforming to the following:
a. In leases: "The lessee herein covenants by and
for himself or herself, his or her heirs, executors,
adminstrators, and assigns, and all persons claiming under -or
through him or her, that this lease is made and accepted upon
and subject to the following conditions:
08/19/85 Attachment No. 3
5739p/2273/00 B-19
4That there shall be no discrimination against or
segregation of any person or group of persons on accc-nt of
race, color, creed, religion, sex, marital status, age,
national origin or ancestry.in the subleasing, transferring,
use, occupancy, tenure or enjoyment of the premises herein
leased, nor shall the lessee himself or herself, or any person
claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or
occupancy of lessees of the premises."
b. In contracts: "There shall be no discrimination
against or segregation of any person or group of persons on
account of race, color, creed, religion; sex, marital status,
age, national origin or ancestry in the sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee himself or herself, or any person -claiming under
or through him or her, establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of the land."
33. FORCE MAJEURE:- In any case where either party hereto
is required to do any act, delays caused by or resulting from
acts of God, war, civil commotion, fire, flood, earthquake or
other casualty, strikes or other extraordinary labor
difficulties, shortages of labor or materials or equipment in
the ordinary course of trade, government regulations or other
causes not reasonably within such party's control and not due
to the fault or neglect of such party shall not be counted in
determining the time during which such act shall be completed,
whether such time be designated by a fixed date, a fixed time
or "a reasonable time", and such time shall be deemed to be
extended by the period of such delay. Financial inability of
either party shall not be considered to be a circumstance or
cause beyond the reasonable control of that party.
• 34. NO PROTEST: LESSEE (and its successors and assigns)
forever waives and agrees that it shall not protest the
formation of any assessment district in connection with any
improvements described in the DDA or of benefit to the Site
(including without limitation parking); notwithstanding the
foregoing, LESSEE shall have the right to contest the amount of
any levy imposed upon it by virtue of an assessment imposed by -
such assessment district.
3S. TIME: Time is of the essence of this Lease, and of
each and every covenant, term, condition -and provision hereof.
06/19/85 Attachment No. 3
6739p/2273/00 B-20
46)
EXHIBIT "C"
REQUIRED DEVELOPMENT AND PERMITTED USES
The LESSEE shall construct on the Premises all of the "Pier
Side Improvements" as defined in the DDA. The Pier Side
Improvements are more particularly described as follows:
I. A Pier Side Village consisting of specialty commercial
uses with a minimum gross leaseable area of 75,000 square feet,
plus'n multiple -tiered parking structure with not less than 500
spaces (the "Pier Side Parking Structure"). Part of the
minimum gross leasable area of 75,000 square feet shall consist
of deck area added to the pier; such added deck area shall
approximate 25,000 square feet, subject to plans and
specifications as may be hereafter approved by the Agency. The
Pier Side Improvements shall be constructed at a minimum cost
of One Hundred Dollars (6100) per square foot including tenant
improvements.
2. The LESSEE shall rehabilitate the existing City Pier
to render it structurally sound and in conformity with the
Uniform Building Code. Subject to the provisions of part III
of the "Scope of Development", which is Attachment No. 11 to
the DDA, the LESSEE shall additionally provide structural
supports for and develop pads to be made available to Agency
(without additional payment therefor), all as -part of LESSEE's
undertakings pursuant to this Lease. The LESSEE shall expend
the sum of Two Million Five Hundred Thousand Dollars
($2,500,000) of its funds in carrying out its obligations
pursuant to this paragraph 2. The methodology for the
rehabilitation of the pier is more.particularly described in
the Scope of Development (Attachment No. 11 to the DDA).
3. The Pier Side. Improvements shall include a ramp
providing access for emergency City vehicles to the pier from
the existing City Beach Safety Facility.
4. The Developer shall be responsible for all onsite and
offsite improvements relating to the development of the
premises and in accordance with the terms and schedules as set
forth in this Agreement including, but not limited to, the
following:
a) All onsite and offsite improvements -- sidewalks,
street lighting, curbs, gutters, street trees, street
improvements, surface parking lot improvements, parking
structures, etc., shall conform to the design and materials as
approved by the Agency.
08/19/85 Attachment No. 3
6739p/2273/00 C-1
b) Sanitary sewers, storm drains; fire hydrants,
water supply, gas lines, telephone and electrical pow r
facilities (if required) to be brought to, modified, or
relocated from the perimeter of the Property. All such
existing underground utility lines will be capped by the LESSEE
within the public right-of-way as close as possible to building
locations to be served by such utilities and to be attached and
connected by the LESSEE.
c) Traffic control signals (if required) and related
to the premises will be provided at approved intersections and
locations on the streets adjacent to the premises.
d) Improvements required in connection with and as a
result of review by the LESSOR and the City of plans, drawings,
or environmental, assessments relative to the Pier Side
Improvements or this Lease.
5. Building Setbacks - Minimum building and parking
setbacks shall be in conformance with the Huntington Beach
Municipal Code.
6. Building Construction - Buildings shall be constructed
in conformance with the Huntington Beach Municipal Code and in
accordance with approved preliminary construction drawings,
plans, and specifications, as modified by the then -current
edition of the Uniform Building Code.
7. Signs - Signs shall be limited in size, subdued, and
otherwise designed to contribute positively to the environment,
and shall be in conformance with the Huntington Beach Municipal
Code and more specifically, the Downtown Specific Plan and
design criteria and standards signs and signing shall be
erected on the exterior of the improvements unless such signs
and signing have been submitted to and approved by the
City/Agency staff. LESSEE shall submit and implement a Planned
Signing Program with respect to all signage on the premises.
8. Screening - All outdoor storage of materials or
equipment shall be enclosed or screened by walls, landscaping,
or enclosure to the extent and in the manner required by the
City/Agency staff and the provisions of the Huntington Beach
Municipal Code.
9. Landscaping - LESSEE shall provide and maintain
landscaping within the setback areas, and on the premises, in
accordance with preliminary construction and landscape plans
and shall provide landscaping within the public rights -of -way.
Landscaping shall consist of trees, shrubs, and
installation of an.automatic irrigation system adequate to
08/19/85 Attachment No. 3
6739p/2273/00 C-2
maintain such plant material. The type and site of trees to be
planted, together with the landscape plan, shall be slL.,ject to
City/Agency staff approval prior to planting.
10. Utilities - LESSEE agrees to provide, or cause to be
provided, the construction and installation of all utilities
for the Premises, and all other onsite and offsite public
improvements.
All utilities on the Premises shall be -underground.
11. Vehicular Access - The placement ofvehicular
driveways shall be coordinated with the needs of proper street
traffic flow. In the interest of minimizing traffic
congestion, the number and location of curb breaks shall be in
accordance with approved basic concept drawings.
08/19/85 Attachment No. 3
6739p/2273/00 C-3
'EXHIBIT "D"
DESIGN CRITERIA AND MINIMUM SPECIFICATIONS
FOR CONSTRUCTION BY LESSEE
I. PREAMBLE
All Puns and development shall conform to the requirements of
the DDA.
The Design Criteria and Minimum Specifications contained herein
are intended as an outline of requirements for guidance of the
LESSEE in preparing plans for improvements for submittal to
establish City approved Design Guidelines. LESSEE'S
architectural and landscape design should be compatible with
the proposed neighboring development. The Design Criteria is
in addition to all other City of Huntington Beach ordinances,
codes, rules and regulations.
In the event of
in this exhibit
Conditions, the
shall control.
A. Scope
a conflict between
and the provisions
provisions of said
the requirements set forth
of the Lease and General
Lease and General Conditions
All services, labor, materials and equipment furnished and the
performance of all operations in connection with the work
necessary for the improvement of the -leased premises shall
conform to the specific requirements set forth in applicable
portions of the following codes and specifications incorporated
herein by reference:
Uniform Building Code, National Electrical Code, Uniform
Mechanical Code, Uniform Heating and Ventilating Code,
Uniform Plumbing Code, all as amended and adopted by the
City of Huntington Beach.
All fire protection ordinances of the City -of Huntington
Beach and codes and'specifications of County, State and
Federal agencies.
B. Submission of Plans and Other Data
1. -General
All submittals pertaining to the initial stage of
development shall be submitted to the LESSOR, and to
all other governmental agencies, committees, boards,
and commissions whose approval is required. Caution
08/19/85 Attachment No. 3
6739p/2273/00 D-1
should be exercised not to proceed with working
drawings until such time as comments or proposed
changes have been obtained -from preliminary submittals
of schematic drawings, architectural renderings,.plot
plans, landscape and irrigation plans. The LESSEE
shall submit a written narrative outline of the
intended improvements with a plot plan followed by
schematic architectural renderings and any other
material that will -fully inform the LESSOR (and all
governmental agencies whose approval is required with
respect to the development pursant to the Lease) as to
the architectural style planned,_uses, and other
pertinent date. -
Prior to initiation of preliminary drawings, LESSEE
shall contact the City's Department of Development
Services, Department of Public Works, and Fire
Department to ascertain whether the design,
construction, quality of materials, use and occupancy,
and location of the building as proposed, will comply
with City regulations.- Said preliminary discussions
prior to.the preparation of preliminary and subsequent
work drawings will eliminate misunderstandings as to
the final development.
Unless otherwise indicated, whenever data is submitted
for approval, the following number of copies shall be
submitted:
a. Schematic plans, preliminary plans, working
drawings:
(1) City Council and City Staff - one set
of reproducibles and three sets of
prints.
(2) Department of Development Services -
three sets of prints.
b. All other data, such as calculations,
reports, pencil renderings, etc.:
(1) Three sets.
The design and preparation of the final plans and
specifications for construction under the terms of the
lease shall be by engineers, architects, and landscape
architects duly licensed under -the Business and
Professions Code of the State of California.
08/19/85 Attachment No, 3
6739p/2273/00 --D-2
2. Materials for Submission
a. Schematic Plans
Schematic plans shall include a site layout
to include building, landscaping, and other
features; schematic floor plan of the
structure, simple elevation of building,
architectural there, and a detailed
description of improvements and method of
operation; and a general outline
specification indicating materials and
methods of construction and an estimate of
the total cost of improvements planned.
b. Preliminary Plans
Preliminary plans shall consist of the
following:
(1) A detailed site plan showing improve-
ments planned for the site. This plan
shall include any easements set forth
in the lease, location of all
utilities, and grade elevations of the
structure.
(2) -Floor plans elevations of the proposed
structure.
(3) Schematic landscape plans.
(4) Complete outline specifications to
cover all phases of the work.-
(5) A detailed cost estimate of all
improvements.
(6) Exterior color scheme.
(7) Colored rendering'or model.
C. Working Drawings
These shall consist of the following:
(1) Complete architectural, landscape, and
engineering working drawings.'
(2) Complete specifications.
08/29/85 Attachment No. 3
6739p/2273/00 D-3
(3) Construction contract form.
(4) Construction schedule.
d. "As Built" Drawings
One get of reproducibles shall be submitted.
3. Future Remodeling
Plans shall be submitted to LESSOR'S City
Administrator or designated representative for
approval, and approval must be granted in advance of
any construction, remodeling, alterations, or
additions undertaken throughout the term of the
lease. Approval by the City Administrator shall not
relieve the LESSEE of the obligation to obtain
appropriate permits from the Department of Development
Services (or other agency with jurisdiction) prior to
any work being done.
C. Approval of _Schematic Plans, Plans Workin
Drawings
g
- _. - - _ - � -- - - •..
All responsible City agencies involved with the review and
approval of plans shall promptly process documentation
submitted by LESSEE. Corrections or modifications required
shall be made and revised drawings re -submitted in the time
specified. Approval of plans and specifications will be based
on the following:
1. Permitted Uses
The uses proposed for the development must comply with
all ordinances and with the lease (or exhibits
thereto).
2. Architectural Design and_Landscape Development
Approval of the architectural design and Landscape
plans by the City will be based upon the adequacy in
which the design meets the requirements listed in
Section II of this criteria titled "Buildings" and
Section III titled "Property Work". The development
should serve as an attraction to draw pedestrians, as
well as prime destination point for users arriving by
automobile.
The entire development should have a design integrity
that creates a special character and unique
environment. Although the development must relate
08/19/85 Attachment No. 3
6739p/2273/00 - D-4
closely to all the surrounding uses, it must -Iso have
a sense of place that gives it a special identity
within the larger shoreline environment.
3. Miscellaneous Considerations
Easements, setbacks, height limitations, and other
physical restrictions shall be in accordance with the
existing laws, the lease and the exhibits to the lease.
D. Issuance of Building Permits by the Department of
Develo mentServices
After the LESSEE has received approval of his preliminary plans,
he shall contact the Department of Development Services, and
Health Department, for a preliminary discussion concerning the
proposed occupancy of the building and the type of construction
proposed. Such a meeting, prior to the preparation of the
final working drawings will minimize possible misunderstandings
and be in the best interest of all concerned.
After the LESSEE has completed his worsting drawings, LESSEE
shall make application to the Department of Development
Services for a building permit and shall include sufficient
sets of prints of.completed drawings to facilitate simultaneous
plan checking of all mechanical and electrical systems. The
LESSEE shall obtain and pay for all permits and plan check fees
required under the applicable building codes, including
plumbing, electrical, mechanical or other items of construction
as required by City ordinances. All licenses, plan checks,
permit, and inspection fees in connection with construction
shall be LESSEE's responsibility.
All inspection of work as required by code shall be requested
by the contractor to the Department of Development Services in
accordance with normal operating procedures.
II. BUILDINGS:
A. Architectural Theme
The objective of the design of any and all structures is to
enhance the environment of the complex by providing a unified
and distinct character, while meeting the needs of the LESSEE
and providing the needed services to the public. Architectural
theme shall be harmonious throughout the "Property" (as
Property is defined in the DDA).
To achieve this character, in addition to the Design Guidelines
to be established by the City, the following design
requirements have been established:
08/19/85 Attachment No. 3
6739p/2273/00 D-5
09
I. The design will make use of ocean view and es*zblish
ocean view corridors through the Project.
2. The appearance of the structure must be attractive
from all angles and from above.
3. All utility and mechanical equipment shall be screened
from view. All roof projections such as vents,
exhaust fans, ducts and pipes shall be gathered and
grouped together and housed in an enclosed structure.
4. Trash collection center of non-combustible materials
shall be located on an easily cleanable cement
surface. Said center is to be kept from public view
by use of a screening fence or wall not less than
seven feet in height and constructed so as to be
easily cleaned. Screen planting will also be required.
5. Service areas shall be so located and designed as to
be out of public view.
6. Building height shall not exceed 2 stories not to
exceed 25 feet above the height of the pier.
7. Television and radio antennas must not be visible to.
onlookers.
III. SITE WORK
A. General
Property work includes paving, walks, fire hydrants,
landscaping and signs. It is essential that all of these
features be harmonious. Unattractive things, such as trash
collection centers, shall be screened from view. Signs must be
unobtrusive and tastefully designed and located. Textures and
finishes must complement the overall aesthetic quality of the
development.
B. Paved Areas
1. General
Parking areas and vehicle access ways shall be clearly
defined and identified, completely paved and graded
for drainage. Parking stalls shall be clearly marked
with painted striping. Concrete curb and gutters
shall be provided around all paved areas.
08/19/85 Attachment No. 3
6739p/2273/00 D-6
2. Parking and Vehicle Access Ways
3.
C. Walks
The parking area
accordance with
standards.
Fire Lanes
layout shall be designed in
the Department of Development Services
Fire lanes shall be clearly posted pursuant to State
and City law.
All walkway areas within the lease areas shall be paved.
Walkway areas shall be defined as walks and those areas of
courts, patios, plazas, arcades, landings, terraces and porches
which will carry foot traffic.
Mixing the use of various paving materials is encouraged. The
surface treatment of concrete will provide for textures such as
salt rock, broom finish and exposed aggregate.
Width of walkways for main building entrance and walks leading
to secondary entrances of buildings, and walks around all
buildings, shall be a minimum width of 5 feet. Ramps may not
exceed 8 percent in grade. Surfaces of ramps shall have a
rough finish. All walkways must be adequately drained.
D. Area Lighting
The design object of area lighting is to light landscape areas,
walls, structures and buildings for utilization and/or
decorative purposes. The light must not dominate above the
buildings and landscapes but blend in as an integral part of
the area. The public must view the buildings and landscape
plantings first and noticing the brightness of a light source
last, thereby creating a complimentary impression to the
overall appearance.
The lighting shall not constitute a menace to navigation by
either its location or type. All lighting shall be shielded
from adjoining properties when it would create an annoyance.
The average illumination levels for walkways shall be one
foot-candle. In all cases reasonably uniform illumination is
required. Use of adjacent light sources such as street
lighting shall be considered in design.
All lighting standards and fixtures are to be noncorrosive
materials or treated with a corrosion -proof material and shall
meet all American Standard Testing Materials (ASTri)
requirements.
08/19/85 Attachment No. 3
6739p/2273/00 D-7
The City encourages the usage of energy efficient light
fixtures.
E. Landscape Development
The scope of the landscape design shall include a planting
program, an irrigation plan, treatment of paving, and the
planning of related amenities. The landscape design shall be
compatible with the entire shoreline development.
F. Restroom Facility for General Public
Restroom facilities for all other LESSEE structures shall be o£�
the best quality and conform to the requirements of the Uniform
Plumbing Code.
G. Signs
The design and placement of signs on the structures and within
the leased premises shall conform to the requirements of
applicable provisions of the Huntington Beach Municipal Code.
H. Pier Side Improvements
Subject to the provisions of part III of the Scope of
Development (Attachment No. 11 to the DDA), LESSEE shall
rehabilitate the existing City pier to render it structurally
sound and in conformity with the Uniform Building Code. The
LESSEE shall additionally provide structural supports for and
develop pads to be made available to LESSOR (without additional
payment therefor), all as part of LESSEE'S undertakings
pursuant to this Lease. LESSEE shall expend the sum of Two
Million Five Hundred Thousand Dollars ($2,500,000) in carrying
out its obligations pursuant.to this Section III.H. The
obligation imposed by this Section III.H. is the same and not
for an amount in excess of that required to be made available
by the Developer pursuant to the.DDA.-
I. Pier Access
LESSEE (and its agents and contractors) shall not obstruct or
impair free, safe public access to and over the entire pier
between the hours of 7:00 A.M. and 9:00 P.M. during
construction, and shall provide insurance coverage conforming
to Section II hereof which includes coverage of the pier during
such periods of construction.
08/19/85 Attachment No. 3
6739p/2273/00 D-8
EXHIBIT "E"
City Lease
[To be Inserted}
06/19/85 Attachment No. 3
6739p/2273/00
v
ATTACHMENT NO. 4
CITY LEASE
This LEASE is made , between CITY OF
HUNTINGTON BEACH, a municipal corporation ("LESSOR"), and
HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public body, corporate
and politic ("LESSEE"), who agree as follows:
1. RECITALS: This Lease is made with reference to the
following facts and objectives:
a. LESSOR, LESSEE and the Huntington Pacifica
Development Group, a Calfifornia limited
partnership (the "Developer") have entered into a
Disposition and Development Agreement, dated as
of , 1985 (the "DDA") which is
incorporated herein by reference) providing for
the development of that portion of the City of
Huntington Beach therein designated as the "Site"
b. On , by Resolution No. , the
City Council of the City of Huntington Beach
approved this Lease and authorized the Mayor to
execute this Lease, and on , by
Resolution No. , the LESSEE approved this
Lease and authorized the Chairman to execute this
Lease.
C. This Lease is entered into for the redevelopment
of property consistent with the public purposes
of the Main -Pier Redevelopment Plan, as
previously adopted by the City of Huntington
Beach, and not for the purpose of speculation in
unimproved land.
2. PREMISES: LESSOR leases to LESSEE and LESSEE leases
from LESSOR the parcel of real property located in the City of
Huntington Beach, County of Orange, State of California,
described in Exhibit "A" ("PREMISES") upon the terms and
conditions expressed herein and in the GENERAL CONDITIONS
attached hereto marked Exhibit "B".
3. INGRESS AND EGRESS: LESSEE shall have the full and
unimpaired access to the Premises at all times.
4. TERM: The term of this Lease shall be fifty-five (55)
years commencing on the first day of the first full calendar
month following the date of execution of this Lease by LESSOR.
5. USES: LESSOR's primary purposes for enterir•q into
this Lease is to provide for the development of fac .ities and
services needed by the public as well as to promote the
implementation of the Redevelopment Plan for the Main -Pier
Redevelopment Project (the "Redevelopment Plan"). In
furtherance of that purpose, the parties to this Lease
contemplate the LESSEE herein shall enter into the "Pier Side
Lease", which is Attachment No. 3 to the DDA, and which is
incorporated herein by reference. LESSOR herein shall, upon
request by LESSEE, execute a nondisturbance/attornment
agreement with any sublessee of LESSEE herein, and any
sublessee of the lessee as designated in the Pier Side Lease
(Attachment No. 3) which (i) agrees to attorn to the LESSOR as
landlord and (ii) which is not a entity related (by virtue of a
30% or greater interest in stock profits or losses, or, the
existence of common management) to the lessee as designated in
the Pier Side Lease (Attachment No. 3).
6. RENT: LESSEE shall pay to LESSOR as rent those
amounts received by LESSEE as "minimum annual rent" pursuant to
the Pier Side Lease. Rent shall be payable within 30 days
after rent is due pursuant to the Pier Side Lease. LESSOR
agrees to execute appropriate documents required to subordinate
its right to receive rent pursuant to this Lease to financing
mutually approved by LESSOR and LESSEE hereunder for the "Pier
Side Improvements", as defined in the DDA.
7. NOTICE: Any notice, demand, request, consent,
approval or communication that either party desires or is
required to give to the other party or any other person shall
be in writing and. either served personally or sent by prepaid
first class mail. Any notice, demand, request, consent,
approval or communication that either party desires or is
required to give to the other party shall be addressed to the
other party at the address set forth below:
TO: LESSOR
City of Huntington Beach
Attention: City Administrator
2000 Main Street
Huntington Beach, California
TO: LESSEE
Huntington Beach Redevelopment
Agency
Attention: Executive Director
2000 Main Street
Huntington Beach, California
Either party may change its address by notifying the other party
of the change of address. Notice shall be deemed communicated
within -forty-eight (48) hours from the time of mailing, if
mailed as provided in this paragraph.
08/19/85 Attachment No. 4
6776p/2273/00 -2-
8. EXHIBITS- INCORPORATION INTO LEASE: The f-flowing
exhibits referred to in this Lease are attached heL-eto and by
this reference incorporated herein:
Exhibit "A" - Legal Description of Premises
Exhibit "B" - GENERAL CONDITIONS
HUNTINGTON BEACH REDEVELOPMENT
AGENCY
,1985
,1985
LESSEE
CITY OF HUNTINGTON BEACH, a
municipal corporation
LESSOR
08/19/85 Attachment No. 4
6776p/2273/00 -3-
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
That portion of Huntingtm Beach, County of Orange, State or C alifo=ia as roan
on a map re~oded in Book 3, Page 36 of Miscellaneous Maps in the office of the
County Beoarder of said county described as follows:
Begin,-ung at t' a oente:line inte_rse=,irn of Pacific Coast Y.idway and Lake Street
&hown as Ocean Avenue and First S t-veet respectively or, said nentialed nap; thence
along the oenterline of Pacific Coast Highway south 480 21' 42" east 37.50 feet to
the intersection with the southwesterly extension of the southeast right of way
line of Lake Street; thence south 41' 3B' 18" west 50.00 feet to the true point
of becg zrUng; thence north 48° 21' 42" west 1050.00 feet; thence sopz`..h 410 38' 18"
west 450.00 feet; thence south 481 21'42" east 230.00 feet; the north 411 38'
18" east 250.00 feet; thence south 480 21' 42" east 620.00 feet; thence north
410 38118" east 200.00 feet to the true point of beginning.
Attachment No. 4
EXHIBIT "B" _ _
GENERAL CONDITIONS
TABLE OF CONTENTS'
Paragraph
Number
Cation
1.
Limitation of Leasehold -
2.
Charge for Late Payment
3. -Construction
of Improvements by
Lessee
4.
Signs
S.
Destruction
6.
Maintenance
7.
Indemnity and Exculpation
8.
Unlawful Use
9.
Abandoned Personal Property
10.
Holding Over
' 11.
Assigning, Subletting and
Encumbering
12.
Successors in Interest
13.
Lessee's Default
14.
Lessor's Remedies
is.
Lessor's Default
16.
Quitclaim of Lessee's Interest
Upon Termination
f 17.
Taking
•18.
Amendments
19.
Captions
20.
Provisions -are Covenants and
Conditions
-i�
08/19/85 Attachment No. 4
6776p/2273/00
Paragraph
Number Caption
21. California Law
22. Waiver
23. Nondiscrimination
24. Force Majeure
08/19/85
6776p/2273/00
-ii-
Attachment No ._. 4
V
EXHIBIT "B"
CENERAL CONDITIONS
1. LIMITATION OF LEASEHOLD: LESSOR is a municipal
corporation. Neither this Lease nor the rights and previleges
granted LESSEE in and to the premises shall be construed to
imply the conveyance to LESSEE of any right or interest in the
premises except which may be created pursuant to applicable
statutory grants (which are judicially noticeable, and which
are incorporated herein) and the Constitution of the State of
California. This Lease and the leasehold estate created
thereby shall be subject and subordinate to said statutory
grants and the limitations imposed by the Constitution of the
State of California.
2. CHARGE FOR LATE PAYMENT: Except as provided in
paragraph 7.c. of the Lease, rent not paid when due shall bear
interest at the rate of 12% per annum commencing five days from
the date due until paid.
3. CONSTRUCTION OF IMPROVEMENTS BY LESSEE:
a. LESSOR's Consent: No structures, improvements or
facilities shall be constructed, erected,
altered, or made upon the premises without prior
written consent of LESSOR. Any conditions
relating to the manner, method, design, and
construction of said structures, improvements, or
facilities fixed by LESSOR shall be conditions
hereof as though originally stated herein.
LESSEE may, at any time and at no cost to LESSOR,
install and place or caused to be installed or
placed business fixtures and equipment within any
building constructed by LESSEE.
b. Strict Compliance with Plans and Specifications:
All improvements constructed upon the premises
shall be constructed in strict compliance with
the working drawings approved by LESSOR.
C. Improvements to Become property of LESSOR: All
buildings, improvements and facilities, exclusive
of trade fixtures, constructed or placed upon the
premises by Lessee must, upon completion be free
and clear of all liens, claims, or liability for
labor or material and shall become the property
of LESSOR at the expiration of this Lease or upon
earlier termination hereof.
08/lg/85 Attachment No.'4
6776p/2273/00 B-1
d. Mechanics Lien: LESSEE shall at all times
indemnify and save LESSOR harmless from All
claims for labor or materials in connection with
construction, repair, alteration, or installation
of structures, improvements, equipment, or
facilities upon the premises, and from the cost
of defending against such claims, including
attorney's fees.
In the event a lien is imposed upon the premises
as a result of such construction, repair,
alteration, or installation, LESSEE shall either:
(2) Record a valid Release of Lien; or
(2) Deposit with LESSOR cash in an amount equal
to 125% of the amount of the lien and
authorize payment to the extent of said
deposit to any subsequent judgment holder
that may arise as a matter of public record
from litigation with regard to lienholder's
claim; or
(3) Procure and record a bond in accordance with
Section 3143 of the California Civil Code,
which frees the premises from the claim of
the lien and from any action brought to
foreclose the lien.
Should LESSEE or its transferees fail to accomplish one of
the above within ninety (90) days after the filing of such a
lien,' but in no event after judgment is entered, the LESSEE
shall be in default and this Lease shall be subject to
immediate termination.
4. SICNS: LESSEE, at its cost, shall have the right to
place, construct, and maintain an exterior sign on the building
and other improvements to be constructed by LESSEE on the
premises as shown in the preliminary drawings and working plans
approved by LESSOR subject to applicable provisions of Title 9
of Ordinances of the City of Huntington Beach and the -
Huntington Beach Municipal Code. LESSEE shall not have the
right to place, construct, or maintain any other sign,
advertisement, awning, banner or exterior decoration without
LESSOR'S consent.
5.' DESTRUCTION:
a. Destruction Due to Risk Covered by Insurance: If
during the term, LESSEE s Work is totally or
partially destroyed from: a risk covered by the
08/19/85 Attachment No. 4
6776p/2273/00 B-2
insurance described in paragraph 12.c. of these
GENERAL CONDITIONS, this Lease shall n.._
terminate and LESSEE shall promptly and
diligently restore or cause to be restored
LESSEE's Work to substantially the same condition
as it was in immediately before such destruction,
whether or not the insurance proceeds are
sufficient to cover the actual cost of
restoration. If existing laws do not permit the
restoration, LESSEE, with the prior consent of
its lender, may elect to terminate this Lease by
giving notice to LESSOR. In the event this Lease
is terminated, LESSOR and LESSEE shall share any
excess insurance proceeds on the basis of their
respective interests in LESSEE's Work after
payment of any outstanding balance due any lender.
b. Destruction due to Risk_ Not ,Covered by
Insurance• If, during the term, LESSEE's Work is
totally or partially destroyed from a risk not
covered by the insurance described in paragraph
12.c. of these GENERAL CONDITIONS, this Lease
shall not terminate except as expressly provided
herein, and LESSEE shall restore LESSEE's Work to
substantially the same condition it was in
immediately before destruction; provided,
however, if such destruction occurs during the
least 5 years of the term and the cost of
restoration exceeds twenty percent (20%) of the
then replacement value of LESSEE's Work destroyed
or if existing laws do not permit the
restoration, then LESSEE, with the prior consent
of its lender, can elect to terminate this Lease
by giving notice to -LESSOR. In such event,
LESSOR shall either; (i) terminate this Lease or
A ii) reaffirm and extend this Lease for a term
reasonably determined to be adequate to amortize
the cost of restoration.
C. No Abatement of Rent: In case of total or
partial destruction, there shall be no abatement
or reduction of rent.
6. MAINTENANCE:
a. LESSEE's Obligation: LESSEE, at its cost, shall,
to the satisfaction of LESSOR, keep and maintain
the premises and all improvements of any kind
which may be constructed, installed, or made
thereon (except for the public restrooms) in good
condition and in substnatial,repair. It shall be
LESSEE's responsibility to take all steps
08/19/85 Attachment No. 4
6776p/2273/00 8-3
necessary or appropriate to maintain suc'� a
standard of condition and repair. LESSEE
expressly agrees to maintain the premises in a
safe, clean, wholesome and sanitary condition, to
the complete satisfaction of LESSOR and in
compliance with all applicable laws. LESSEE
further agrees to provide approved containers for
trash and garbage and keep the premises free and
clear of rubbish and litter. LESSOR shall have
the right to enter upon and inspect the premises
free and clear of rubbish and litter. LESSOR
shall have the right to enter upon and inspect
the premises at any time for cleanliness and
safety. LESSEE shall designate in writing to
LESSOR an onsite representative who shall be
responsible for the day-to-day operation and
level of maintenance, cleanliness, and general
order.
b. LESSOR's Right to Repair: If LESSEE fails to
maintain or make repairs or replacements as
required herein, LESSOR may notify LESSEE in
writing of said failure. Should LESSEE fail to
correct the situation within a reasonable time
thereafter, as established by LESSOR, LESSOR may,
but shall not be required to do so, make the
necessary correction and the cost thereof,
including but.not limited to the cost of labor,
materials, and equipment and administrgtion,
shall be deemed additional rent to be paid by
LESSEE within ten (10) days of receipt of a
statement of said cost from LESSOR. LESSOR may,
at its option, choose other remedies available
herein, or by law.
7. INDEMNITY AND EXCULPATION:
a. Exculpation of LESSOR: LESSOR shall not be
liable to LESSEE for any damages to LESSEE or
LESSEE's property from any cause. LESSEE waives
all claims against LESSOR for damage to person or
property arising for any reason. Notwithstanding
the foregoing, LESSOR shall be liable for damages
to LESSEE's property resulting from LESSOR's
intentional acts or from LESSOR's sole negligence.
b. Indemnity: LESSEE shall hold LESSOR harmless
from all damages arising out of any damage to any
person or property occurring in, on, about or
from the leased premises.
08/19/85 Attachment No. 4
6776p/2273/00 B-4
8. UNLAW UL USE:. LESSEE agrees that no improvements
shall be erected, placed upon, operated, nor maintair._.i upon
the premises, nor any business conducted or carried on therein
or therefrom, in violation of the terms of this Lease, or of
any regulation, order, law, statute, or ordinance of a
governmental agency having jurisdiction.
9. ABANDONED PERSONAL PROPERTY: If LESSEE abandons the
premises or is dispossessed thereof by process of law or
otherwise, title to any personal property belonging to.LESSEE
and left on the premises forty-five (45) days after such
abandonment or dispossession shall be deemed to have been
transferred to LESSOR.. -LESSOR shall have the right to remove
and to dispose of such property without liability therefor to
LESSEE or to any person claiming under LESSEE, and shall have
no need to account therefor. LESSEE hereby designates LESSOR's
City Administrator as its attorney -in -fact to execute and
deliver such documents as may be reasonably required to dispose
of such abandoned property and transfer title thereto.
10. HOLDING OVER: In the event LESSEE shall continue in
possession of the premises after the expiration of the lease
term, such possession shall not be considered a renewal of this
Lease but a tenancy from month to month and shall be governed
by the conditions and covenants contained in this Lease.
11. ASSIGNING, SUBLETTING, AND ENCUMBERING: Except as
provided in this paragraph, LESSEE shall not voluntarily
transfer, assign, sublet, or encumber its interest in this
Lease without LESSOR's prior written approval, which consent
shall not be unreasonably withheld. Any transfer, assignment,
subletting, or encumbering without LESSOR's consent shall
constitute a default and shall be voidable at LESSOR's
election. No consent to any transfer, assignment, subletting,
or encumbering shall constitute a further waiver of the
provisions of this paragraph.
LESSOR consents to the lease of the Pier Side Portion by
the LESSEE (Agency) pursuant to the Pier Side Lease (Attachment
No.3), as more fully described in the DDA.
Any assignee of LESSEE shall execute an agreement running
to LESSOR assuming LESSEE's obligations under this Lease.
LESSEE shall remain fully obligated to LESSOR under this LEASE
notwithstanding any transfer, assignment, subletting, or
encumbering or any indulgence granted by -LESSOR to LESSEE or to
any transferee, assignee, sublessee, or secured lender unless
released in writing by LESSOR.
08/29/85 Attachment No. 4
6776p/2273/00 B-5
The provisions of this paragraph shall not prohibit LESSEE
or the lessee pursuant to the Pier Side Lease (the "I -sr Side
Lessee"; the LESSEE herein and Pier Side Lessee collectively
constitute the "LESSEEs") from entering into subleases,
concessions, contracts, or licenses for the operation of
authorized businesses to be conducted in, on, or from the
premises. Each sublease, concession, agreement, contract, or
license that is entered into by LESSEEs shall be subject to the
provisions of this Lease and shall specifically contain a
provision pursuant to which the LESSEEs shall be obligated to
terminate the sublease, concession, license, or contract in the
event the City of Huntington Beach nctifies the LESSEEs of a
continued violation of law as occurring with the use under such
sublease, concession, license, or contract. LESSEEs shall
deliver to LESSOR a copy of any such sublease, concession,
agreement, contract, or license within thirty (30) days of
execution thereof by LESSEE.
The Pier Side Lessee may transfer and assign this Lease and
the leasehold interest created thereby ("Leasehold Estate") to
a lender as security for the repayment of a loan, the proceeds
of which are to be used to provide funds for Pier Side Lessee
to perform its obligations under this Lease or the Pier Side
Lease. The term "lender" as used herein shall mean the
beneficiary, mortgagee, secured party, or other holder of a
promissory note or other written obligation which is secured by
any deed of trust, mortgage, or other written security
agreement affecting the Leasehold Estate ("Leasehold
Mortgage"). The Pier Side Lessee may perform any and all acts
and execute any -and all instruments necessary or proper to
consummate any loan transaction and perfect the security
therefor to be given the lender on the security of the
Leasehold Estate. Pier Side Lessee shall deliver to LESSOR a
copy of each note, deed of trust, or security agreement
executed by Pier Side Lessee in connection with any Leasehold
Mortgage within twenty (20) days from the date of execution
thereof by Pier Side Lessee for approval by LESSOR, which
approval shall not be unreasonably withheld.
With respect to any lender who shall have delivered to
Landlord a written notice which shall state the name, address
and a general description of the type of lien it holds on the
Leasehold Estate, the following provisions shall apply:
a. LESSOR when giving notice to Pier Side Lessee
with respect to any default or termination under
the provisions of paragraphs 13 and 14 shall also
serve a copy of such notice upon any lender, and
no such notice to Pier Side Lessee shall be
effective unless a copy of such notice is so
served upon the lender.
08/19/85 Attachment No. 4
6776p/2273/00 B•6
V
b. Any lender may do any act or thing required of
Pier Side Lessee hereunder and shall . .ve the
right of entry upon the Premises for the purpose
of performing any such act or doing any such
thing. All such acts or things done and
performed shall be accepted by LESSOR and be as
effective to prevent a forfeiture of Pier Side
.Lessee's rights hereunder as if done or performed
by Pier Side Lessee.
C. Any lender may acquire and succeed to the
interest of Pier Side Lessee hereunder by
,foreclosure of the Leasehold Mortgage or by deed
in lieu of foreclosure and may assign the
.Leasehold Estate to a purchaser -for value;
provided however, any such purchaser for value
shall execute an agreement running to LESSOR
assuming Pier Side Lessee's obligations under
this Lease, and any such purchaser for value
shall be approved by LESSOR, which approval shall
not be unreasonably withheld. Upon approval by
LESSOR and the execution of an assumption
.agreement by the purchaser for value, the lender
shall thereupon be released from its obligation
to perform the obligations of a Pier Side Lessee
whose interest has been so acquired to prevent a'
termination or forfeiture of this Lease.
d.- Pier Side Lessee may delegate irrevocably to any
.lender the authority to exercise any or.all of
the Pier Side Lessee's rights under this Lease.
Any provision of this Lease which gives to any
lender the privilege of exercising a particular
-right of Pier Side Lessee hereunder on the
condition that Pier Side Lessee shall have failed
to exercise such right shall not be deemed to
diminish any privilege which any lender may have,
by virtue of a delegation of authority from Pier
Side Lessee, to exercise such right without
regard to whether or not Pier Side Lessee shall
have failred to exercise such right.
e. In the event of a default by Pier Side Lessee in
the payment of rent or other sum, any lender may
pay such rent or other sum to LESSOR, if
ascertainable, and such rent payment alone,
without further requirement, shall be sufficient
to prevent a termination or forfeiture of the
Leasehold Estate; provided, however, that such
right to prevent such termination or forfeiture
shall exist only for a period of thirty (30) days
08/19/85 Attachment No. 4
6776p/2273/00 B-7
after expiration of the
Side Lessee may cure a
rent, which default was
given by LESSOR to Pie
Lessee's lender.
period during w-:ch Pier
default in payment of
the subject of a notice
r Side Lessee and Pier Side
f. Upon the occurrence of any event of default other
than a rent default, LESSOR shall take no action
to effect a termination and forfeiture of this
Lease without first giving to lender reasonable
time within which either- (i) to obtain possession
of the Premises and cure such default or (ii) to
institute foreclosure proceedings and complete
such foreclosure, or otherwise acquire the
Leasehold Estate. LESSOR's covenant to take no
action to effect a termination and forfeiture
shall not prevent LESSOR from exercising other
remedies reserved to LESSOR under this Lease or
allowed by law.
g. If a default is cured by Pier Side Lessee or Pier
Side Lessee's lender and foreclosure proceedings
are discontinued, this Lease shall continue in
full force and effect as if Pier Side Lessee had
not defaulted.
h. Any assignment, sale, or transfer of the.
Leasehold Estate in foreclosure proceedings or by
deed or other instrument in writing in lieu of
foreclosure shall not be an event of default and
shall be deemed a permitted transfer subject to
the provisions of subparagraph c. above.
i. As long as the Leasehold Mortgage exists, the fee
title and the Leasehold Estate shall not merge
but shall remain separate and distinct, unless
Pier Side Lessee's lender shall consent to a
merger.
12. SUCCESSORS IN INTEREST: Unless otherwise provided in
this Lease, the terms, covenants and conditions contained
herein shall apply to and bind the heirs, successors,
executors, administrators, and assigns of all the parties
hereto.
13. LESSEE'S DEFAULT: The occurrence of any of -the
following shall constitute a default by LESSEE:
a.
Failure to pay rent when due, if the failure
continues for five (5) days after notice has been
given to LESSEE
08/19/85
6776p/2273/00
Attachment No. 4
B-8
"IF
b. Failure to perform any of the provisior� of this
Lease, if the failure to perform is cured
within thirty (30) days after notice has been
given to LESSEE. If the default cannot
reasonably be cured within said thirty (30) days,
LESSEE shall not be in default of this Lease, if
LESSEE commences to cure the default within the
thirty (30) day period and diligently, and in
good faith, continues to cure the default.
Notices given under this paragraph shall specify the
alleged default and the applicable Lease provisions, and shall
demand that LESSEE perform the provisions of the Lease or pay
the rent that is in arrears, as the case may be, within the
applicable period of time, or quit the premises. No such
notice shall be deemed a forfeiture or a termination of this
Lease unless LESSOR so elects in the notice.
14. LESSOR'S REMEDIES: LESSOR shall have the following
remedies if LESSEE commits a default. These remedies are not
exclusive; they are cumulative in addition to any remedies now
or later allowed by law.
LESSOR can continue this Lease in full force and effect,
and the Lease will continue in effect as long as LESSOR does
not terminate LESSEE's right to possession, and LESSOR shall
have the right to collect rent when due. During the period
LESSEE is in default, LESSOR can enter the premises and relet
them, or any part of them, to third parties for LESSEE's
account. LESSEE shall be liable immediately to LESSOR for all
costs LESSOR incurs in reletting the premises, including,
without limitation, broker's commissions, expenses of
remodeling the premises required by the reletting, and like
costs. Relettind can be for a period shorter or longer than
the remaining term of this Lease. LESSEE shall pay to LESSOR
the rent due out of this Lease on the dates the rent is due,
less the rent LESSOR receives from any reletting. No act by
LESSOR allowed by this paragraph shall terminate this Lease
unless LESSOR notifies LESSEE that LESSOR elects to terminate
this Lease. After LESSEE's default, and for as long as LESSOR
does not terminate LESSEE's right to possession of the
premises, if LESSEE obtains LESSOR's consent, LESSEE shall have
the right to assign or sublet its interests in this Lease, but
LESSEE shall not be released from liability.
LESSOR can terminate LESSEE's right to possession of the
premises at any time after the Pier Side Lease has been
terminated. No act by LESSOR other than giving notice to
LESSEE shall terminate this Lease. Acts of maintenance,
efforts to relet the premises, or the appointment of a receiver
on LESSOR's initiative to protect LESSOR's interests under this
Lease shall not constitute a termination of LESSEE's right to
possession.
08/19/85 Attachment No. 4
6776p/2273/00 B-9
15. LESSOR'S DEFAULT: LESSOR shall be in default of this
Lease if it fails or refuses to perform any provision of this
Lease that it is obligated to perform if the failure to perform
is not cured within sixty (60) days after notice of the default
has been given by LESSEE to LESSOR. If the default cannot be
reasonably cured within (60) days, LESSOR shall -not be in
default of this Lease if LESSOR commences to cure the default
within the sixty (60) day period and diligently and in good
feith continues to cure the default.
16. QUITCLAIM OF LESSEE'S INTERESTS UPON TERMINATION:
Upon termination of this Lease for any reason, including but
not limited to termination because of default by LESSEE, LESSEE
shall execute, acknowledge and deliver to LESSOR within thirty
(30) days after receipt of written demand therefor, a good and
sufficient deed whereby all right, title and interests of
LESSEE in the premises is quitclaimed to LESSOR.
17. TAKING: In the event of a partial or total taking,
subject to the distribution of funds provided pursuant to the
Pier Side Lease, the award shall belong to LESSOR.
18. AMENDMENTS: This Lease and the GENERAL CONDITIONS set
forth all of the agreements and understandings of the parties
and any modification must be in writing duly executed by both
parties.
19. CAPTIONS: The captions and the table of contents of
this Lease shall have no effect on -its. interpretation.
20. PROVISIONS ARE COVENANTS AND CONDITIONS: All
provisions, whether covenants or conditions, on the part of
LESSEE shall be deemed to be both covenants and conditions.
21. CALIFORNIA LAW: This Lease shall be construed and
interpreted in accordance with the laws of the State of
California.
22. WAIVER: No delay or omission in the exercise of any
right or remedy of LESSOR on any default by LESSEE shall impair
such a right or remedy or be construed as a waiver.
The receipt and acceptance by LESSOR of delinquent rent
shall not constitute a waiver of any other defaults; it shall
constitute only a waiver of timely payment for the rent payment
involved.
No act or conduct of LESSOR, including, without limitation,
the acceptance of the keys to the premises, shall constitute an
acceptance of the surrender of the premises by LESSEE before
the expiration of the term. Only a notice from LESSOR to
LESSEE shall constitute an acceptance of the surrender of the
premises and accomplish a termination of the Lease.
08/19/85 Attachment No. 4
6776p/2273/00 B-10
�1
LESSOR'S consent to or approval of any act by LF-SEE
requiring LESSOR's consent or approval shall not bq- deemed to
waiver or render unnecessary LESSOR's consent to or approval of
any subsequent act by LESSEE.
Any waiver by LESSOR of any default must be in writing and
shall not be a waiver of any other default concerning the same.
or -any other provision of the Lease.
23. NONDISCRIMINATION: LESSEE covenants for itself, its
heirs, executors, administrators, and assigns, and all persons
claiming under or through it, that this Lease is made and
accepted upon and subject to the following conditions: That
there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed,
religion, sex marital status, age, national origin or ancestry
in the subleasing, Premises herein leased, nor shall the LESSEE
himself, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of lessees of the Premises.
LESSEE shall make its acconiodations and services available to
the public on fair and reasonable terms. In the event LESSEE
enters into contracts, subleases, or assignments with respect
to any of its interest herein, LESSEE shall include in such
continental arrangements a nondiscrimination clause
substantially conforming to the following:.
a. In leases: "The lessee herein covenants by and
for himself or herself, his or her heirs, executors,
adminstrators, and assigns, and all persons claiming under or
through him or her, that this lease is made and accepted upon
and subject to the following conditions:
"That there shall be no discrimination against or
segregation of any person or group of persons on account of
race, color, creed, religion, sex, marital status, age,
national origin or ancestry in the subleasing, transferring,
use, occupancy, tenure or enjoyment of the premises herein
leased, nor shall the lessee himself or herself, or any person
claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or
occupancy of lessees of the premises."
b. In contracts: "There shall be no discrimination
against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status,
age, national origin or ancestry in the sublease, transfer,
use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee himself or herself, or any person claiming under
or through him or.her, establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of the land."
08/19/85 Attachment No. 4
6776p/2273/00 B-11
24. FORCE MAJEURE: In any case where either p. 'ty hereto
is required to do any act, delays caused by or resulting from
acts of God, war; civil commotion, fire, flood, earthquake or
other casualty, strikes or other extraordinary labor
difficulties, shortages of labor or materials or equipment in
the ordinary course of trade, government regulations or other
causes not reasonably within such party's control and not due
to the fault or neglect of such party shall not be counted in
determining the time during which such act shall be completed,
whether such time be designated by a fixed date, a fixed time
or "a reasonable time", and such time shall be deemed to be
extended by the period of such delay. Financial inability of
either party shall not be considered to be a circumstance or
cause beyond the reasonable control of that party.
08/19/85 Attachment No. 4
6776p/2273/00 B-12
ATTACHMENT NO. 5
SCHEDULE'OF PERFORMANCE
I. GENERAL PROVISIONS
1. Execution of Agreement Not later than forty-five
by the Agency. The Agency (45) days after the date
shall approve and execute of execution and submission
this Agreement, and shall of three (3) copies of
deliver one (1) copy this Agreement by the
thereof to the Developer. Developer.
2. Submittal of Design Concept
Drawings. Developer shall
prepare and submit to the
Agency the Design Concept
Drawings.
3. Review of Design Concept
Drawings. Agency approves
or disapproves the Design
Concept Drawings.
4. Submission of Revised
Design Concept Drawings.
If original submittal or
resubmittal disapproved,
Developer revises Design
Concept Drawings and
resubmits to Agency.
Upon execution of this
Agreement.
Concurrent with approval of
this Agreement
Within three (3) weeks
of receipt of submittal.
II. ENTITLEMENT AND MAP APPLICATION CONSTRUCTION DOCUMENTS AND
BUILDING PERMIT WITH RESPECT THE PROPERTY
5. Submission of Design
Development Drawings
and Landscaping Plan.
Developer shall apply for
project entitlement and
subdivision mapping and
submit to the Planning
Commission Design Develop-
ment Drawings (including site
plans, floor plans and
elevations) and Landscaping
Not later than ninety (90)
days after the execution of
this Agreement.
08/19/85 Attachment No. 5
6740p/2273/00 Page 1 of 5
Plans, a Planned Sign Program,
Grading Plan, and Precise Plan
of Street Alignments.
6.
Review of Design Development
Not later than than thirty
Submittal Package by_the
(30) days after submittal,
Department of Development
the applications will be
Sevices. _
reviewed for completeness.
7.
Review of Design Develop-_
Within eight (8) weeks
ment Drawings and Plans.
after submittal is deemed
The Planning Commission
complete.
shall consider the Design
Development Drawings and
the Landscaping Plan,
Sign Program, and Finish
Grading Plan. The Planning
.Commission shall make a
finding concerning General
Plan conformance of any
proposed street vacation.
B.
Revisions, if an . Developer
Within two (2) weeks after
shall prepare Revised
initial Planning Commission
Design Development Drawings
consideration.
as necessary.
9.
Appeal by Applicant, Agency/
Withing ten (10) days after
Council, or Other Interested
such decision by the Plan -
Parties. Appeal may be made
ning Commission.
to the City Council from any
decision, determination, or
requirements of the Planning
Commission.
10.
Review ofFinal _Design
Within the ten (10) day
Development -Drawings and
Appeal Period after Planning
Plans. The Agency shall
Commission decision.
consider the Design Devel-
opment drawings and all
other submittals approved
by the Planning Commission.
11.
Submittal of Construction
Not later than one hundred
Drawings. The Developer
eighty (180) days after
submits to the City com-
Planning Commission review
plete construction drawings
and approval.
for all of the Developer
Improvements.
O8/19/85 Attachment No. 5
6740p/2273/00 Page 2 of 5
12. Review of Complete
Drawings. The City and
its Building Official shall
review the construction
drawings submitted
by the Developer.
13. Final Review of Complete
Drawings, The City and
its Building Offical shall
review the construction
drawings (revisions) sub-
mitted by the Developer.
14. Obtaining of Building Permits.
Developer shall obtain all
building and other permits
needed to commence
construction of the Developer
Improvements.
III. ACQUISITION OF THE PROPERTY
15. Initial Advance. Developer
makes Initial Advance.
16. Developer Efforts. Developer
commences efforts to assemble
Property.
17. Condition to Agency Efforts.
Developer satisfies all
Conditions to Agency Efforts
(pursuant to Section 202).
Within forty-five (45) days
after submittal .)y
Developer.
Within twenty (20) days
after resubmittal by the
Developer.'
Not later than three (3)
week after final approval
of complete drawings.
Approval of the Finish
Grading Plan, completion
of Final Landscaping Plan
and -Sign Program, and
the satisfaction of the
Conditions Precedent
to Disposition are all
conditions to the
issuance of building
permits. Building
permits shall -be obtained
not later than three (3)
weeks after final approval.
As set forth in Section
203(a) of the Agreement.
Within five (5) days after
Agency executes the
Agreement -
Within one hundred eighty
(180) days after
Agency executes the
Agreement.
18. Agency Efforts. Within thirty (30) days
Agency commences acquisition after Planning Commission
efforts, approval and any subsequent
appeals.
08/19/85 . Attachment No. 5
6740p/2273/00 Page 3 of 5
19. Street Vacation Proceedings.
City initiates street
vacation proceedings.
IV. DISPOSITION OF THE PROPERTY
20. Opening of Escrow.
Agency opens escrow.
21. Conditions Precedent.
Developer satisfies all
the Conditions Precedent
to Disposition.
22. Disposition Documents
Within thirty (30) days
after the Plw,ining Com-
mission makes a finding of
General Plan conformance
and project approval (and
exhaustion of all appeals).
Within one hundred (100)
days after the execution of
this Agreement by the
Agency.
Not later than one -
of hundred twenty (120)
days after approval
of this Agreement
by the Agency.
(a) Developer executes the
Pier Side Lease, the
Parking Lease, and the
Agency Deed
(b) Agency executes the
Pier Side Lease, the
Parking Lease, and
the Agency Deed.
23. Disposition Transfers.
The Disposition Transfers
are effected.
V. CONSTRUCTION PHASE
24. Commencement of Construction.
Developer shall commence
construction of the
Developer Improvements.
Prior to the Disposition
Transfers.
Upon fulfillment of the
Conditions Precedent after
execution by the Developer,
and prior to, or concurrent
with the Disposition
Transfers.
Within thirty (30) days
after the satisfaction
of all of the Conditions
Precedent to Disposition
and upon issuance of
Building Permits for the
Developer Improvements.
Not later than forty-
five (45) days after
the Disposition Transfers,
which in no event shall be
later than three hundred
sixty-five (365) days after
the execution of the
Agreement.
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6740p/2273/00 Page 4 cf 5
25. Completion of Construction. Not later than P Ahteen
Developer shall complete (18) months after the
construction of all of the earlier of: (i) the
Development Improvements. Disposition Transfers; or
(ii) the commencement of
construction.
08/19/85 Attachment No. 5
6740p/2273/00 Page 5 of 5
ATTACHMENT NO. 6
AGENCY DEED
Recording Requested by:
When Recorded Return to and
Mail Tax Statements to:
GRANT DEED
For a valuable consideration receipt of which is
hereby acknowledged,
The HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public
body, corporate and politic, of the State of California, herein
called "Grantor" acting to carry out the Redevelopment Plan,
herein called "Redevelopment Plan" for the Redevelopment
Project for the Main -Pier Project Area, herein called
"Project", under the Community Redevelopment Law of California,
hereby grants to HUNTINGTON PACIFICA DEVELOPMENT GROUP, a
California general partnership, herein called "Grantee", the
certain real property located in the City of Huntington Beach,
County of Orange, hereinafter referred to as "Property",
described in Exhibit A attached hereto and incorporated herein,
subject to the existing easements, restrictions and covenants
or record described there.
1. Grantor excepts and reserves from the conveyance
herein described all interest of the Grantor in oil, gas,
hydrocarbon substances and minerals of every kind and character
lying more than 500 feet below the surface, together with the
right to drill into, through, and to use and occupy all parts
of the Property lying more than 500 feet below the surface
thereof for any and all purposes incidental to the exploration
for and production of oil, gas, hydrocarbon substances or
minerals from said site or other lands, but without, however,
any right to use either the surface of the Property or any
portion thereof within 500 feet of the surface for any purpose
or purposes whatsoever.
2. Said Property is conveyed in accordance with and
subject to the Redevelopment Plan which was approved and
08/19/85 Attachment No. 6
6741p/2273/00 Page l of 8
adopted on by Ordinance No. of `he City
Council of the City of Huntington Beach and a Disposi..ion and
Development Agreement entered into among Grantor, Grantee, and
the City of Huntington Beach (the "City") dated
(the "DDA"), a copy of which is on file with the Grantor at its
offices as a public record and which is incorporated herein by
reference.
3. The Grantee shall devote the Property only to the
development permitted and the uses specified in the applicable
provisions of the Redevelopment Plan for the Project (or any
amendments thereof approved pursuant to paragraph 11 of this
Grant Deed), and this Grant Deed, whichever document is more
restrictive.
4. The Property is conveyed to Grantee for
consideration determined in accordance with the uses
permitted. Therefore, Grantee hereby covenants and agrees for
itself, its successors, its assigns, and every successor in
interest to the Property that the Grantee, such successors and
such assigns, shall develop, maintain, and use the Property
only as follows:
(a) Grantee shall develop the Property as
required by the DDA, and with parking conforming to the
requirements of the Huntington Beach Municipal Code.
(b) Grantee shall maintain the improvements on
the Property and shall keep the Property free from any
accumulation of debris or waste materials. Grantee shall also
maintain the required landscaping in a healthy condition.
If, at any time, Grantee fails to maintain the
said landscaping, and said condition is not corrected after
expiration of five (5) days from the date of written notice
from the Grantor, either the Grantor, or the City of Huntington
Beach may perform the necessary maintenance and Grantee shall
pay such costs as are reasonably incurred for such maintenance.
(c) Grantee shall only sell, transfer or convey
the Property as a whole and is not permitted to subdivide the
Property for the duration of the Redevelopment Plan without the
prior approval of the Grantor, or the City of Huntington Beach
if the Agency is no longer in existence at the date of request
for approval.
S. Prior to recordation of a Certificate of
Completion issued by the Grantor for the improvements to be
constructed on the Property:
'(a) -The Grantee shall not make any sale,
transfer, conveyance,. or assignment of the Property or any part
thereof or any interest therein, without the prior written
08/19/85 Attachment No. 6
6741p/2273/00 Page 2 of 8
consent of the Grantor except as permitted by paragraph 5(b) of
this Grant Deed. This prohibition shall not be deeme to
prevent the granting of easements or permits to facilitate the
development of the Property.
(b) The Grantee shall not place or suffer to be
placed on the Property any lien or encumbrance other than
mortgages, deeds of trust, or any other form of conveyance
required for financing of the acquisition of the Property, the
construction of improvements on the Property, and any other
expenditures necessary and appropriate to develop the
Property. The Grantee shall not enter into any such conveyance
for financing without prior written approval of Grantor. No
approval will be given for a conveyance of the property to
finance the construction or improvements on real property other
than the real property described in Exhibit A hereto.
6. Prior to recordation of any Certificate of
Completion issued by Grantor for the improvements to be
constructed on the Property:
(a) The Grantor shall have the right at its
option to reenter and take possession of the Property hereby
conveyed with all improvements thereon and to terminate and
revert in the Grantor the Property hereby conveyed to the
Grantee if the Grantee (or its successors in interest) shall:
{i) Fail to commence the construction of
the improvements as required by
paragraph 4(a) of this Grant Deed for a
period of 30 clays after written notice
thereof from the Grantor, provided that
Grantee shall not have obtained an
extension or postponement to which
Grantee may be entitled; or
(ii) Abandon or substantially suspend
construction of the improvements for a
period of 30 days after written notice
thereof from the Grantor, provided that
Grantee shall not have obtained an
extension or postponement to which
Grantee may be entitled; or
(iii) Transfer, or suffer an involuntary
transfer of, the Property, or any part
.thereof in violation of this Grant
Deed, and such violation shall not be
cured within 30 days after written
demand by Grantor to Grantee.
08/19/85 Attachment No. 6
6741p/2273/00 Page 3 of 8
(b) The right to reenter, repossess, terminate
and revest shall be subject to and be limited by and aall not
defeat, render invalid, or limit:
(i) Any mortgage or deed of trust or other
security interest permitted by
paragraph 5(b) of this Grant Deed; or
Any rights or interests provided for
the protection of the holders or such
mortgages or deed of trust or other
security interests.
- (c) The right to reenter, repossess, terminate
and revest with respect to the Property shall terminate when
the Certificate of Completion regarding the improvements to be
constructed under paragraph 4 on the Property has been recorded
by the Grantor.
(d) In the event title to the Property or any
part thereof is reverted in the Grantor as provided in this
paragraph 6, the Grantor shall, pursuant to its
responsibilities under State law, use its best efforts to
resell the Property or any part thereof as soon and in such
manner as the Grantor shall find feasible and consistent with
the objectives of such law and of the Redevelopment Plan to a
qualified party or parties (as determined by the Grantor) who
will assume the obligation of making or completing the
improvements or such other improvements in their stead as shall
be satisfactory to the Grantor and in accordance with the uses
specified for such Property or.part thereof in the
Redevelopment Plan. Upon such resale of the Property the
proceeds thereof shall be applied:
(i) First, to reimburse the Grantor, on its
own behalf or on behalf of the City of
Huntington Beach, for all costs and
expenses incurred by the Grantor,
including but not limited to, salaries
to personnel engaged in such action
(but excluding Grantor's general
overhead expense), in connection with
the recapture, management, and resale
"of the Property or part thereof (but
less any income derived by the Grantor
from the Property or part thereof in
connection with such management); all
taxes, assessments, and water and sewer
charges with respect to the Property or
part thereof (or, in the event the
Property is exempt from taxation or
assessment or such charges during the
08/19/85 Attachment No. 6
6741p/2273/00 Page 4 of 8
period of ownership thereof bl• the
Grantor), an amount, if paid, equal to
such taxes, assessments, or charges, as
determined by the County assessing
official, as would have been payable if
the Property were not so exeept; any
payments made or necessary to be made
to discharge any encumbrances or liens
existing on the Property or part
thereof at the time of revesting of
title thereto in the Grantor or to
discharge or prevent from attaching or
being made any subsequent encumbrances
or liens due to obligations, defaults,
or acts of the Grantee, its successors
or transferees; any expenditures made
or obligations incurred with respect to
the making or completion of the
improvements or any part thereof on the
Property or part thereof; and any
amounts otherwise owed to the Grantor
by the Grantee and its successor or
transferee; and
(ii) Second, to reimburse the Grantee, its
successor or transferee, up to the
amount equal to the sum of (1) the
consideration paid to the Grantor by
the Grantee for the Property (or
allocable to the part thereof) as
reasonably determined by the Grantor;
(2) the costs incurred for the
development of the Property and for the
improvements existing on the Property
at the time or reentry and
repossession, less (3) any gains or
income withdrawn or made by the Crantee
from the Property or the improvements
thereon.
(iii) Any balance remaining after such
reimbursements shall be retained by the
Grantor.
(e) To the extent that this right of reverted
involves a forfeiture, it must be strictly intepreted against
the Grantor, the party for whose benefit it is created. This
right is to be'interpreted in light of the fact that the
Grantor hereby conveys the Property to the Grantee for
development and not for speculation in undeveloped land.
08/19/85 Attachment No. 6
6741p/2273/00 Page 5 of 8
� _i
7. The Grantee agrees for itself and any successor
in interest not to discriminate upon the basis of Lace, color,
creed or national origin -in the sale, lease, or rental or in
the use or occupancy of the Property hereby conveyed or any
part thereof. Grantee covenants by and for itself,•its
successors, and assigns, and all persons claiming under or
through them that there shall be no discrimination against or
segregation of, any person or group of persons on account of
race, color, creed, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure, or enjoyment
of the Property, nor shall the Grantee itself or any person
claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy
of tenants, lessees, sub -tenants, sublessees, or vendees in the
Property. The foregoing covenants shall run with the land.
8. No violation or breach of the covenants,
conditions, restrictions, provisions or limitations contained
in this Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage or deed of trust or
security interest permitted by paragraph 5(b) of this Crant
Deed; provided, however, that any subsequent owner of the
Property shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions, whether
such owner's title was acquired by foreclosure, deed in lieu of
foreclosure, trustee's sale or otherwise.
9. All covenants contained in this Grant Deed shall
be covenants running with the land. The covenants contained in
paragraphs 5 and 6 and Grantee's•obligation to develop the
improvements on the Property provided in paragraph 4(a) of this
Grant Deed shall terminate and shall become null and void upon
recordation of a Certificate of Completion issued by Grantor
for the Property. Grantee's obligation to maintain and use the
improvements constructed as provided in paragraph 4(a) shall
continue in effect for a period of thirty (30) years after the
date of recordation of a Certificate of Completion issued by
Grantor, and shall terminate and be of no further force or
effect at the expiration of said thirty (30) year period.
Every covenant contained in this Grant Deed against
discrimination contained in paragraph 7 of this Grant Deed
shall remain in perpetuity.
10. All covenants without regard to technical
classification or designation shall be binding for the benefit
of the Crantor, and such covenants shall run in favor of the
Grantor for the entire period during which such covenants shall
be in force and effect, without regard to whether the Grantor
is or remains an owner of any land or interest therein to which
such covenants relate. The Grantor, in the event of any breach
of any such covenants, shall have the right to exercise all the
08/19/85 Attachment No. 6
6741p/2273/00 Page 6 of 8
rights and remedies and to maintain any actions at la or suits
in equity or other proper proceedings to enforce the curing of
such breach.
11. Both before and after recordation of a
Certificate of Completion, both Grantor, its successors and
assigns, and Grantee and the successors and assigns of Grantee
in and to all or any part of the fee title to the Property
shall have the right to consent and agree to changes in, or to
eliminate in whole or in part, any of the covenants, easements
or restrictions contained in this Grant Deed without the
consent of any tenant, lessee, easement holder, licenses,
mortgagee, trustee, beneficiary under a deed of trust or any
other person or entity having any interest less than a fee in
the Property. The covenants contained in this Grant Deed,
without regard to technical classification shall not benefit or
be enforceable by any owner of any other real property within
or outside the Project area, or any person or entity having any
interest in any other such realty. Any amendments to the
Redevelopment Plan which change the uses or development
permitted on the Property, or otherwise change any of the
restrictions or controls that apply to the Property, shall
require the written consent of Grantee or the successors and
assigns of Grantee in and to all or any part of the fee title
to the Property, but any such amendment shall not require the
consent of any tenant, lessee, easement holder, licensee,
mortgagee, trustee, beneficiary under a deed of trust or any
other person or entity having any interest less than a fee in
the Property.
12. Except for paragraph 6, the covenants contained
in this Grant Deed shall be construed as covenants running with
the land and not as conditions which might result in forfeiture
of title.
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed on their behalf by their
respective officers hereunto duly authorized, this day
of , 1985.
H=INGTON BEACH REDEVELOPMENT AGENCY
By
ATTEST.
Secretary
08/19/85 Attachment No. 6
6741p/2273/00 Page 7 of 8
The Grantee consents to the foregoing covenants which
shall run with the land.
HUNTINGTON PACIFICA DEVELOPMENT
GROUP, a California general
partnership
PACIFIC HERITAGE
CORPORATION, a California
corporation
By:
Its:
By:
Its:
AVIV DEVELOPMENT
CORPORATION, a California
corporation
By:
Its:
By:
Its:
08/19/85 - Attachment No. 6
6741p/2273/00 Page 8 of 8
STATE OF CALIFORNIA
COUNTY OF
On this day of _ in the year
before me, the undersigned, a Notary Public in and for said
State, personally appeared ,
known to me (or proved to rye on the basis of satisfactory
evidence) to be the person who executed this instrument as
the
(insert title of the officer)
(name of public corporation, agency or political subdivision)
and acknowledged to me that the
executed it.
(public corporation, agency or political subdivision)
Signature of Notary Public
Name typed or printed
08/19/85 Attachment No. 6
6741p/2273/00
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
[To Be Inserted]
08/19/85 Attachment No. 6
6741p/2273/00
ATTACHMENT NO. 7
GUARANTY AND AGREEMENT OF
STANLEY M. BLOOM
THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
(the "Agency"), the CITY OF HUNTINGTON BEACH (the "CITY"), and
HUNTINGTON PACIFICA DEVELOPMENT GROUP, California limited
partnership (the "Developer") have entered or will enter into
that certain Disposition and Development Agreement for the
Main -Pier Project (the "Agreement"), which Agreement provides
in part that Stanley M. Bloom ("Guarantor") shall make and
deliver a guaranty as provided in said Agreement.
R E C I T A L S
A. The Guarantor is a principal in the Developer, and
will significantly benefit by the execution by the Agency and
the City of the Agreement.
B. The execution by the Guarantor of this Guaranty is a
condition but for which the Agency and City would not execute
the Agreement.
In consideration of the execution of the Agreement,
and of other valuable consideration, receipt of which is hereby
acknowledged:
1. Guarantor guarantees to each of Agency and City the
full and timely completion of all of the "Developer
Improvements" (as defined in the Agreement, which is
incorporated herein by reference).
2. This Guaranty is unconditional and may be enforced
directly against the undersigned. No extensions, modifications
or changes to the Agreement shall release the undersigned or
affect this Guaranty in any way, and the undersigned waives
notification thereof.
3. The undersigned hereby waives all of the suretyship
provisions of the California Civil Code Sections 278B through
2655.
4. Guarantor hereby waives and agrees not to assert or
take advantage of (a) any right to require Agency or City to
proceed against the Developer (or any guarantor other than the
undersigned) or to pursue any other remedy in the Agency's or
the City's power before proceeding against the Guarantor, (b)
demand, protest, and notice which the Agency or the City may be
08/19/85 Attachment No. 7
6742p/2273/00 Page 1 of 3
d
required to provide to Developer under the Agreement and (c)
any duty on the part of Agency or City to disclose .-u Guarantor
any facts Agency or City now -or hereafter know about the
Property, the Agreement, or the Developer, regardless of
whether Agency or City have reason -to believe that any such
facts materially increase the risks beyond that which Guarantor
intends to assume or has reason to believe that such facts are
unknown to Guarantor or has a reasonable opportunity to
communicate such facts to Guarantor, it being understood and
agreed that Guarantor is fully responsible for being and
keeping informed of all circumstances regarding the Property,
the Agreement, the obligations of the Developer, the financial
condition of the Developer, and of -all circumstances bearing on
the risk of -any obligation by -Developer hereby guaranteed.
5. Guarantor shall have no right of subrogation and
waives any right to enforce any remedy the Agency or City now
have or may hereafter have against the Developer, and any
benefit of, and any right to participate in any security now or
hereafter held by Agency or City.
6. The obligations of Guarantor hereunder are independent
of the obligations of Developer and, in the event of default
hereunder, a separate action or actions may be brought and
prosecuted against Guarantor (or any other guarantor) whether
or not Developer (or any other guarantor) is joined therein or
a separate action or actions are brought against Developer.
7. In the event of any litigation between Agency or City
and Guarantor arising out of this Guaranty, the prevailing
party shall be entitled to recover its reasonable costs and
attorneys fees. -
8. No provisions of this Guaranty can be waived nor can
Guarantor be released from the obligations hereunder except by
a writing duly executed by each of Agency and City.
9. Guarantor agrees to pay all reasonable attorney's fees
and all other costs and expenses which may be incurred by
Agency in enforcing or attempting to -enforce this Guaranty,
whether the same shall be enforced by suit or otherwise.
10. Guarantor hereby waives
Agency and the City, as well as
Developer.
notice of any demand by the
notice of any default by the
11. The Agency may assign this Guaranty. When so
assigned, Guarantor shall be bound as above to the assignees
without in any manner affecting Guarantor's liability hereunder.
08/19/85 Attachment No. 7
6742p/2273/00 Page 2 of 3
12. This Guaranty shall remain in effect notwitl-standing
any bankruptcy, reorganization or insolvency of the -)eveloper
or any successor or assignee thereof or any disaffirmance by a
trustee of the Developer.
13. This Guaranty shall inure to the benefit of and bind
the successors and assigns of Agency and Guarantor.
IN WITNESS WHEREOF, the undersigned has executed this
Guaranty this day of , 198_.
STANLEY E. BLOOM
Guarantor
The undersigned has read the above guaranty and agrees to
abide by and perform all obligations set forth therein.
(Spouse)
06/19/85 Attachment No. 7
6742p/2273/00 Page 3 of 3
T
r
ACKNOWLEDGMENT
STATE OF CALIFORNIA }
se.
COUNTY OF )
On _ _ _ _ _ before me, the
undersigned, �a-Notary Public in and for said State, personally
appeared _ �- _-- -. _
personally known to me or proved to me on the basis of
satisfactory evidence to be the person_ whose name
d subscribed to the within instrument anacknowledged that
executed the same.
WITNESS my hand and official seal.
(SEAL)
08/19/85
6742p/2273/00
Attachment No. 7
ATTACHMENT NO. 8
GUARANTY AND AGREEMENT OF
RICHARD SCITOARTZ
THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
(the "Agency"), the CITY OF HUNTINGTON BEACH (the "CITY".), and
HUNTINGTON PACIFICA DEVELOPMENT GROUP, California limited
partnership (the "Developer") have entered or will enter into
that certain Disposition and Development Agreement for the
Main -Pier Project (the "Agreement"), which Agreement provides
in part that Richard Schwartz ("Guarantor") shall make and
deliver a guaranty as provided in said Agreement.
R E C I T A L S
A. The Guarantor is a principal in the Developer, and
will significantly benefit by the execution by the Agency and
the City of the Agreement.
B. The execution by the Guarantor of this Guaranty is a
condition but for which the Agency and City would not execute
the Agreement.
In consideration of the execution of the Agreement,
and of other valuable consideration, receipt of which is hereby
acknowledged:
I. Guarantor guarantees to each of Agency and City the
full and timely completion of all of the "Developer
Improvements" (as defined in the Agreement, which is
incorporated herein by reference).
2. This Guaranty is,unconditional and may be enforced
directly against the undersigned. No extensions, modifications
or changes to the Agreement shall release the undersigned or
affect this Guaranty in any way, and the undersigned waives
notification thereof.
3. The undersigned hereby waives all of the suretyship
provisions of the California Civil Code Sections 2788 through
2855.
4. Guarantor hereby waives and agrees not to assert or
take advantage of (a) any right to require Agency or City to
proceed against the Developer (or any guarantor other than the
undersigned) or to pursue any other remedy in the Agency's or
the City's power before proceeding against the Guarantor, (b)
demand, protest, and notice which the Agency or the City may be
08/19/85 Attachment No. 8
6743p/2273/00 Page 1 of 3
required to provide to Developer under the Agreement and (c)
any duty on the part of Agency or City to disclose to Guarantor
any facts Agency or City now or hereafter know about the
Property, the Agreement, or the Developer, regardless of
whether Agency or City have reason to believe that any such
facts materially increase the risks beyond that which Guarantor
Intends to assume or has reason to believe that such facts are
unknown to Guarantor or has a reasonable opportunity to
communicate such facts to Guarantor, it being understood and
agreed that Guarantor is fully responsible for being and
keeping informed of all circumstances regarding the Property,
the Agreement, the obligations of the Developer, the financial.
condition of the Developer, and of all circumstances bearing on
the risk of any obligation by Developer hereby guaranteed.
S. Guarantor shall have no right of subrogation and
waives any right to enforce any remedy the Agency or City now
have or may hereafter have against the Developer, and any
benefit of, and any right to participate in any security now or
hereafter held by Agency or City.
6. The obligations of Guarantor hereunder are independent
of the obligations of Developer and, in the event of default
hereunder, a separate action or actions may be brought and
prosecuted against Guarantor (or any other guarantor) whether
or not Developer (or any other guarantor) is joined therein or
a separate action or actions are brought against Developer.
7. In the event of any litigation between Agency or City
and Guarantor arising out of this Guaranty, the prevailing
party shall be entitled to recover its reasonable costs and
attorney's fees.
S. No provisions of this Guaranty can be waived nor can
Guarantor be released from the obligations hereunder except by
a writing duly executed by each of Agency and City.
9. Guarantor agrees to pay all reasonable attorney's fees
and all other costs and expenses which may be incurred by
Agency in enforcing or attempting to enforce this Guaranty,
whether the same shall be enforced by suit or otherwise.
10. Guarantor hereby waives notice of any demand by the
Agency and the City, as well as notice of any default by the
Developer.
11. The Agency may assign this Guaranty. When so
assigned, Guarantor shall be bound as above to the assignees
without in any manner affecting Guarantor's liability hereunder.
08/19/85 Attachment No. 8
6743p/2273/00 Page 2 of 3
12. This Guaranty shall remain in effect notwi+',standing
any bankruptcy, reorganization or insolvency of the Developer
or any successor or assignee thereof or any disaffirmance by a
trustee of the Developer.
13. This Guaranty shall inure to the benefit of and bind
the successors and assigns of Agency and Guarantor.
IN WITNESS WHEREOF, the undersigned has executed this
Guaranty this day of 198_.
RICHARD SCHWARTZ
Guarantor
The undersigned has read the above guaranty and agrees to
abide by and perform all obligations set forth therein.
(Spouse)
08/19/65 Attachment No. 8
6743p/2273/00 Page 3 of 3
STATE OF CALIFORNIA
COUNTY OF
ACKNOWLEDGMENT
ss.
3
On before me, the
undersigned, a Notary Public in and for said State, personally
appeared _- _-- - _ -
personally known to me or proved to me on the basis of
satisfactory evidence to be the person, whose name
subscribed to the within instrument and acknowledged that
executed the same.
WITNESS my hand and official seal.
(SEAL)
08/19/85 Attachment No..8
6743p/2273/00
ATTACHMENT NO. 9
GUARANTY AND AGREEMENT OF
rSOL-BITENSKY
THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
(the "Agency"), the CITY OF HUNTINGTON BEACH (the "CITY"), and
HUNTINGTON PACIFICA DEVELOPMENT GROUP, California limited
partnership (the "Developer") have entered or will enter into
that certain Disposition and Development Agreement for the
Main -Pier Project (the "Agreement"), which Agreement provides
In part that Sol Bitensky ("Guarantor") shall make and deliver
a guaranty as provided in said Agreement.
R E C I T A L S
A. The Guarantor is a principal in the Developer, and
will significantly benefit by the execution by the Agency and
the City of the Agreement.
B. The execution by the Guarantor of this Guaranty is a
condition but for which the Agency and City would not execute
the Agreement.
In consideration of the execution of the Agreement,
and of other valuable consideration, receipt of which is hereby
acknowledged:
1. Guarantor guarantees to each of Agency and City the
full and timely completion of all of the "Developer
Improvements" (as defined in the Agreement, which is
incorporated herein by referenced).
2. This Guaranty is unconditional and may be enforced
directly against the undersigned. No extensions, modifications
or changes to the Agreement shall release the undersigned or
affect this Guaranty in any way, and the undersigned waives
notification thereof.
3. The undersigned hereby waives all of the suretyship
provisions of the California Civil Code Sections 2788 through
2855.
4. Guarantor hereby waives and agrees not to assert or
take advantage of (a) any right to require Agency or City to
proceed against the Developer (or any guarantor other than the
undersigned) or to pursue any other remedy in the Agency's or
the City's power before proceeding against the Guarantor, (b)
demand, protest, and notice which the Agency or the City may be
08/19/85 Attachment No. 9
6744p/2273/00 Page 1 of 3
required to provide to Developer under the Agreemer+,, and (c)
any duty on the part of Agency or City to discloso- to Guarantor
any facts Agency or City now or hereafter -know about the
Property, the Agreement, or the Developer, regardless of
whether Agency or City have reason to believe that any such
facts materially increase the risks beyond that which Guarantor
intends to assume or has reason to believe that such facts are
unknown to Guarantor or has a reasonable opportunity to
communicate such facts to Guarantor, it.being understood and
agreed that Guarantor is fully responsible for being and
keeping informed of all circumstances regarding the Property,
the Agreement, the obligations of the Developer, the.financial
condition of the Developer, and of all circumstances bearing on
the risk of any obligation by Developer -hereby guaranteed.
5. Guarantor shall have no right of subrogation and
waives any right to enforce any remedy the Agency or City now
have or may hereafter have against the Developer, and any
benefit of, and any right to participate in any security now or
hereafter held by Agency or City.
6. The obligations of Guarantor hereunder are independent
of the obligations of Developer and, in the event of default
hereunder, a separate action or actions may be brought and
prosecuted against Guarantor (or any other guarantor) whether
or not Developer (or any other guarantor) is joined therein or
a separate action or actions are brought.against Developer.
7. In the event of any litigation between Agency or City
and Guarantor arising out of this Guaranty, the prevailing
party shall be entitled to recover its reasonable costs and
attorney's fees.
S. No provisions of this Guaranty can be waived nor can
Guarantor be released from the obligations hereunder except by
a writing duly executed by each of Agency and City.
9. Guarantor agrees to pay all reasonable attorney's fees
and all other costs and expenses which may be incurred by
Agency in enforcing or attempting to enforce this Guaranty,
whether the same shall be enforced by suit or otherwise.
10. Guarantor hereby waives notice of any demand by the
Agency and the City, as well as notice of any default by the
Developer. ,
11'. The Agency may assign this Guaranty. When so
assigned, Guarantor shall be bound as above to the assignees
without -in any manner affecting Guarantor's liability hereunder.
08/19/85 Attachment No. 9
6744p/2273/00 Page 2 of 3
ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On before me, the
undersigned, a Notary Public in and for said State, personally
appeared ,
personally known to me or proved to me on the basis of
satisfactory evidence to be the perscnwhose name
subscribed to the within instrument an—d acknowledged that
executed the same.
WITNESS my hand and official seal.
(SEAL)
08/19/85
6744p/2273/00
Attachment No. 9
ATTACHMENT NO. 10
GUARANTY AND AGREEMENT OF
w ---UR i E . CAT Y
THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
(the "Agency"), the CITY OF HUNTINGTON BEACH (the "CITY"), and
HUNTINGTON PACIFICA DEVELOPMENT GROUP, California limited
partnership (the "Developer") have entered or will enter into
that certain Disposition and Development Agreement for the
Main -Pier Project (the "Agreement"), which Agreement provides
in part that Uri E. Gati ("Guarantor") shall make and deliver a
guaranty as provided.in said Agreement.
R E C I T A L S
A. The Guarantor is a principal in the Developer, and
will significantly benefit by the execution by the Agency and
the City of the Agreement.
B. - The execution by the Guarantor of this Guaranty is a
condition but for which the Agency and City would not execute
the Agreement.
In consideration of the execution of the Agreement,
and of other valuable consideration, receipt of which is hereby
acknowledged:
1. Guarantor guarantees to each of Agency and City the
full and timely completion of all of the "Developer
Improvements" (as defined in the Agreement, which is
incorporated herein by reference).
2. Guarantor agrees to and shall deliver to the Agency
not less than annually his audited and certified financial
statement for so long as the Pier Side Lease (Attachment No. 3
to the Agreement) remains in effect.
3. This Guaranty is unconditional and may be enforced
directly against the undersigned. No extensions, modifications
or changes to the Agreement shall release the undersigned or
affect this Guaranty in any way, and the undersigned waives
notification thereof.
4. The undersigned hereby waives all of the suretyship
provisions of the California Civil Code Sections 2788 through
2855.
08/29/85 Attachment No. 10
6745p/2273/00 Page 1 of 3
5. Guarantor hereby waives and agrees not to P•.iert or
take advantage of (a) any right to require Agency or City to
proceed against the Developer (or any guarantor other than the
undersigned) or to pursue any other remedy in the Agency's or
the City's power before proceeding against the Guarantor, (b)
demand, protest, and notice which the Agency or the City may be
required to provide to Developer under the Agreement, and (c)
any duty on the part of Agency or City to disclose to Guarantor
any facts Agency or City now or hereafter know about the
Property, the Agreement, or the Developer, regardless of
whether Agency or City have reason to believe that any such _.
facts materially increase the risks beyond that which Guarantor
intends to assume or has reason to believe that such facts are
unknown to Guarantor or has a reasonable opportunity to
communicate such'facts to Guarantor, it being understood and -
agreed that Guarantor is fully respcnsible for being and
keeping informed.of all circumstances regarding the Property,
the Agreement, the obligations of the Developer, the financial
condition of the Developer, and of all circumstances bearing on
the risk of any obligation by Develcper hereby guaranteed.
6. Guarantor shall have no right of subrogation and
waives any right to enforce any remedy the Agency or City now
have or may hereafter have against the Developer, and any
benefit of, and any right to participate in any'security now or
hereafter held by Agency or City.
7. The obligations of Guarantor hereunder are independent
of the obligations of Developer and, in the event of default
hereunder, a separate action or actions may be brought and
prosecuted against Guarantor (or any other guarantor) whether
or not Developer (or any other guarantor) is joined therein or
a separate action or actions are brought against Developer.
B. In the event of any litigation between Agency or City
and Guarantor arising out of this Guaranty, the prevailing
party shall be entitled to recover its reasonable costs and
attorney's fees.
9. No provisions of this Guaranty can be waived nor can
Guarantor be released from the obligations hereunder except by
a writing duly executed by each of Agency and City.
10. Guarantor agrees to pay all reasonable attorney's fees
and all other costs and expenses which may be incurred by
Agency in enforcing or attempting to enforce this Guaranty,
whether the same shall be enforced by suit or otherwise.
12. Guarantor hereby waives notice of any demand by the
Agency and the City, as well as notice of any default by the
Developer.
08/19/85 Attachment No. 10
6745p/2273/00 Page 2 of 3
k v _
12. The Agency may assign this Guaranty. .When F�
assigned,- Guarantor shall be bound as above to the L.,signees..
without -in any spanner affecting Guarantor's liability hereunder.
13. This Guaranty shall remain -in effect notwithstanding
any bankruptcy, reorganization or insolvency of the Developer
or any successor or assignee thereof or any disaffirmance by a
trustee of the Developer.
14. This Guaranty shall inure to the benefit of and bind
the successors and assigns of Agency and Guarantor.
IN WITNESS WHEREOF, -the undersigned has executed this
Guaranty this � . day of 19B_.
URI E. GATI
Guarantor
it
The undersigned has read the above guaranty and agrees to
abide by and perform all obligations set forth therein. .
(Spouse)
08/19/85 Attachment No. 10
6745p/2273/00 Page 3 of 3
ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On before me, the
undersigned, a Notary Public in and for said State, personally _
appeared
personally known to me or proved to me on the basis of
satisfactory evidence to be the pereon whose name
subscribed to the within instrument and acknowledged that
executed the same.
WITNESS my hand and official seal.
(SEAL)
08/19/85
6745p/2273/00
Attachment No. 10
LIM
ATTACHMENT NO. 11
SCOPE OF DEVELOPMENT
I. ARCHITECTURAL AND DESIGN:
The Property shall be designed and developed as an
integrated complex in which the buildings will have
architectural excellence, both individually, as well as, in
the context -of a total complex.
The improvements to be -constructed on the Property shall be
of high architectural quality, shall -be well landscaped,
and shall be effectively and aesthetically designed. The
shape, scale of volume, exterior design, and exterior
finish of each building, structure, and other improvement
must be consonant with, visually related to, physically
related to, and an enhancement to each other and to
adjacent improvements within the Project Area. The
Developer's plans, drawings, and proposals submitted to the
Agency for approval shall describe in reasonable detail the
architectural character intended for the Developer
Improvements.
The open spaces between buildings where they exist shall be
designed, landscaped and developed with the same degree of
excellence. The total development shall be in conformity
with the Amended Redevelopment Plan for the Main -Pier
Redevelopment Project Area and subject to Agency review.
The Developer Improvements shall not preclude the possible
future construction of an underpass between the Walnut -Main
Portion and the Pier Side Portion.
II. DEVELOPER'S RESPONSIBILITIES:
A. Dev_eloper_Improvements - Pursuant to Section 402 of
this Agreement, the Developer shall develop the
Property with a complex including a first class hotel
(as determined by the Agency at its sole and absolute
discretion) of at least 300 rooms, related
commercial/office uses, entertainment and recreational
facilities, and related ancillary improvements as
described below.
The Developer agrees to develop and construct, or
cause the development and construction, at a
construction cost of at least Fifty Million Dollars
($50,000,000), in constant 1985 dollars, exclusive of
land value and further exclusive of relocation costs,
within the time required in the Schedule of
Performance the following to be located within the
Property:
08/19/85 Attachment No.'ll
6746p/2273/00 Page 1 of 7
1. A first-rate, high quality hotel of a Minimum of
300 rooms with: (i) "FF & E" (all furnishings,
fixtures, and equipment but excluding
telecommunications equipment telephone systems,
-and equipment required or used in the•processing
of room reservations) of not less than $16,000
per room, (ii) minimum width per room of fifteen
(15) feet measured from center to center (with
length not less than such amount) and minimum
area of 420 square feet per room; (iii) cost of
furnishings in rooms of not less than $5,000 per
room, (iv) total gross building area (in square
feet) divided by the number of hotel.rooms
equalling not less than 685; and (v) a minimum
gross leaseable floor area of 205,000 square feet
with associated retail shops, meeting rooms,
banquet facilities and at least one (1)
first-class restaurant, to be located on the
"Walnut -Main Portion" (as designated on the Site
Map [Attachment No. 1)). The quality and
character of materials and construction for the
hotel and the hotel operater shall be subject to
prior written approval -of the Agency at its
reasonable discretion. All minimum dollar
requirements enumerated in this part II A 1 of
this Scope of Development (Attachment No. 11)
shall be in 1985 constant dollars, as further
adjusted by increases in construction cost as
determined by reference to the index from time to
time available in the Engineering News;
2. A retail commercial building with a minimum gross
leaseable area of 15,030 square feet, to be
located on the "PCH Co:n.-nercial Portion" (as
designated on the Site Map (Attachment No. 1)).
In addition, the Developer shall use its best
efforts to develop a theater complex consisting
of at least a six-plex theater complex.
3. A Pier Side Village consisting of specialty
commercial uses with a minimum gross leaseable
area of-75,000 square feet, plus a'
multiple -tiered parking structure with not less
than 500 spaces (the "Pier Side Parking
Structure"). Part of the minimum gross leasable
area of 75,000 square feet shall consist of deck
area added to the pier; such added deck area
shall approximate 25,000 square feet, subject to
plans and specifications as may be hereafter
approved by the Agency.- The Pier Side
Improvements shall be constructed at a minimum
cost of Seventy -Five Dollars ($75) per square
foot cost for construction, exclusive of tenant
improvements, plus a minimum Twenty -Five
08/19/85 Attachment No. 11
6746p/2273/00 Page 2 of 7
W
Dollars ($25) per square foot for tenart
improvements. Such dollar.amounts sh_.1 be in
constant.1985 dollars.
4. Surface and subterranean parking with a minimum
of 300 parking spaces beneath and adjacent to the
Area I hotel of 300 rooms. The Developer shall
additionally provide at its cost City Public
Plaza of approximately 20,000 square feet which
would include open passive rest and landscaped
areas (of which approximately 5,000 square feet .._
shall be exclusive of any commercial activities,
and which approximately 5,000 square foot area
may hereafter be dedicated to the City upon the
mutual consent of the City and the Developer),
plus (in addition to the foregoing 20,000 square
feet) an elevated connecting pedestrian walkway
to Pier Side Village (which walkway shall be
constructed by the Developer and dedicated to the
City). It is understood that Agency or City
shall grant to -the Developer an encroachment
permit (without charge therefor) allowing the
Developer to exclusive commercial use of 15,000
square feet of such City Public Plaza in a manner
not -inconsistent -with public use of such City
Public Plaza.
So In the event the Agency does not proceed to
reconstruct or rehabilitate the City Pier
pursuant to part III of this Scope of Development
(Attachment No. 11), the Developer shall provide
structural supports for and develop pads of
approximately 25,000 square feet to be made
available to Agency (without additional payment
therefor), all as part of Developer's
undertakings pursuant to this Agreement; the
foregoing may be exercised within sixty-seven
(67) days after the execution of the Agreement as
an alternative to the Developer's rights set
forth in Section 611(g) of the Agreement. The
Developer.shall be obligated and responsible for
all pier expansion costs. The Developer shall
expend the sum of Two Million Five Hundred .
Thousand Dollars ($2,500,000), of its funds in
carrying out its obligations pursuant to this
paragraph 5 of the Scope of Development
(Attachment No. 11). All pier expansion project
costs which exceed Two Million Five Hundred
Thousand Dollars ($2,500,000) shall additionally
be the responsibility of the.Developer. The
obligation of the Developer to make payment of
such amount shall be treated as constituting part
of the Developer Improvements for purposes of
this Agreement (including, without limitation,
08/19/85 Attachment No. 11
6746p/2273/00 Page 3 of 7
City/Agency staff. Developer shall submit :nd
implement a Planned Signing Program with respect to
all signage on the Property.
E. Screening - All outdoor storage of materials or
equipment shall be enclosed or screened by walls,
landscaping, or enclosure to the extent and in the
manner required by the City/Agency staff and the
provisions of the Huntington Beach Municipal Code.
F. Landscaping - The Developer shah provide and maintain
landscaping within the setback areas, and on the
Property, in accordance with preliminary construction
and landscape plans and shall provide landscaping
within the public rights -of -way.
Landscaping shall consist of trees, shrubs, and
installation of an automatic irrigation system
adequate to maintain such plant material. The type
and size of trees to be planted, together with the
landscape plan, shall be subject to City/Agency staff
approval prior to planting.
G. Utilities - The Developer agrees to provide, or cause
to be provided, the construction and installation of
all utilities for the Property, and all other onsite
and offsite public improvements.
All utilities on the Property shall be underground.
H. Vehicular Access - The placement of vehicular
driveways shall be coordinated with the needs of
proper street traffic flow. In the interest of
minimizing traffic congestion, the number and location
of curb breaks shall be in accordance with approved
basic concept drawings.
I. Easement and Permits - The Agency hereby further
agrees to cooperate with the Developer in connection
with the filing and processing of any and all
applications for permits and other approvals required
by the City in connection with the development of the
Property, including without limitation the City Parcel
(as defined in the Agreement), and in connection with
the filing of all subdivision maps pertaining to the
City Parcel.
J. Parking - The Developer shall be responsible to
provide parking in conformity with the Huntington
Beach Municipal Code. In consideration of the
continued receipt of One Hundred Thousand Dollars
($100,000) per year, as adjusted for inflation, as
"Parking Replacement Rent" pursuant to the Pier Side
Lease (Attachment No. 3), the Developer shall receive
08/19/85 Attachment No. 11
6746p/2273/00 Page 6 of 7
W
credit for 300 spaces. The payments pursuant to this
paragraph II.J. shall not be counted in me juring the
cost of construction as set forth in paragraph-II.A.
of this Agreement.
III. POSSIBILITY OF CONSERVANCY FUNDING
The Agency intends to inquire of the California Coastal
Conservancy (the "Conservancy") as to whether funding on a
grant or loan basis is available from the Conservancy for.the
rehabilitation or reconstruction of the City Pier. In the
event such funding is available, the Developer shall provide
financial assistance of Two Million Five Hundred Thousand
Dollars ($2,500,000) toward the provision of such improvements;
such funds shall be provided by the Developer to the Agency
concurrent with the commencement of such construction. In the
event such Conservancy assistance is not available or the
Agency otherwise elects not to proceed to construct the pier,
the reconstruction or rehabitation of the pier shall therewith
become an obligation of the Developer as set forth in paragraph
II A 5 of this Scope of Development (Attachment No. 12)
(including the expenditure limitation set forth in paragraph
08/19/85 Attachment No. 11
6746p/2273/00 Page 7 of 7
hb,_
ATTACHMENT NO. 12
METHOD OF FINANCIIC
Terms defined elsewhere in the Agreement shall have
the same meanings herein. Additional terms are defined herein
(particularly at paragraph 7 hereof).
1... Except as otherwise expressly set forth in the
Agreement (including without limitation the attachments
thereto), all costs, expenses, and indebtedness related to the
assemblage, disposition, -and development of the Property
pursuant to the Agreement shall be borne exclusively by the
Developer.
2. Provided that the Developer is proceeding
diligently with the implementation of all of its undertakings
required pursuant to the Agreement the Agency (or with respect
to item [d), below, the City) shall commit to the Project (a),
(b) and (c) below and shall make available to the Developer (d)
and (e) below as follows:
(a) the lesser of (i) the amount of the One
Million Dollars ($1,000,000) or (ii) actual construction costs
experienced for water delivery facilities constructed in
connection with the Developer Improvements;
(b) such funding by the United States Department
of Housing and Urban Development as is made available to the
Agency for the relocation of persons or entities (exclusive of
utilities) to a maximum amount of One Million Dollars
($1,000,000);
(c) funding to a maximum of Three Hundred Fifty
Thousand Dollars ($350,000)_for costs incurred by the Agency or
the City in undergrounding utilities on -the Property;
(d) for a period of ten (10) years commencing
with the completion of all of the Developer Improvements, one
hundred percent (100%) of transient occupancy tax ("TOT")
received by the City generated by the hotel developed by the
Developer on the Remaining Portion (and not on the City Parcel,
as to which no TOT shall be made available to the Developer);
and
(e) for a period of up to fifteen (15) years
commencing with the Completion Date, one hundred percent (100%)
of the "Walnut -Main Net Tax Increment" and the "Pier Side Net
Tax Increment", which are those amounts determined as follows.
from (i) the property tax revenue received by the Agency
pursuant to Section 336701bj equal to that paid or caused to be
OB/19/85 Attachment No. 12
6747p/2273/00 Page 1 of 8
paid by the Developer in connection with those Developer
Improvements situated on the Walnut -Main Portion an,. the Pier
Side Portion, respectively but excluding any tax increment or
other'revenues generated by or with respect to the City
Parcel), deduct (ii) twenty percent (20%) of such amount
(consistent with Section 33334.2 of the California Health &
Safety Code), (iii) all funds payable to affected taxing
agencies pursuant to between 33401 of the California Health and
Safety Code or agreements heretofore entered into by the
Agency, and further deduct (iv) an amount equal to.three
percent (3%) of the total tax increment generated by those
Developer Improvements situated on the Walnut -Main Portion or
the Pier Side Portion, as applicable (exclusive of amounts set
aside pursuant to Section 33334.2 of the California Health and
Safety Code), which shall be retained by the Agency for its
administrative overhead and expenses.
Notwithstanding the foregoing, any obligation or
payments pursuant to part (e) hereof shall be subject to
reduction upon application of paragraph 5 of this Method of
Financing (Attachment No. 12).
Item (e) in this paragraph 2 constitutes the
"Performance Credits."
3... (a) The obligations of the Agency to make
available those funds described in the preceding paragraph 2
shall be conditioned upon the continued diligence of the
Developer.in completing all acquisition, construction, and
operation requirements of the Agreement (including without
limitation all attachments thereto).
(b) In the event that: (1) the Developer fails
to complete the pedestrian walkway connecting the Walnut -Main
Portion and the Pier Side Portion by the time established in
the Schedule of Performance (Attachment No. 5) for the
completion of the Developer Improvements; (ii) the Developer
fails to complete all improvements required by the Agreement to
be constructed on the Walnut -Main Portion by the time
established in the Schedule of Performance (Attachment No. 5)
for the completion of the Developer Improvements; (iii) the
Developer fails to make any or all payments required pursuant
to the Agreement to be made by the Developer for rehabilitation
or reconstruction of the pier (or fails to reconstruct the pier
in such a manner that would render the pier structurally
sound), or (iv) the Agency exercises its rights of re-entry
pursuant to the Agency Deed (Attachment No. 6), then all of the
provisions of paragraph (d) and, insofar as affecting tax
increment with respect to the Walnut -Main Portion, paragraph
08/19/85 Attachment No. 12
6747p/2273/00 _ Page 2 of 8
2(e) of this Method of Financing (Attachment No. 12) wall
automatically cease and be terminated, and may not be
reinstated without the express authorization by the City and
the Agency following a public hearing concerning the Agreement.
(c) In the event that: (i) the Developer fails
to complete the all improvements required to be constructed on
the Pier Side Portion, or (ii) the Developer fails to make all
payments to be made by the Developer pursuant to the Agreement
for rehabilitation of the pier (or to reconstruct the pier in
such a manner that it is rendered structurally sound), or (iii)
the Pier Side Lease (Attachment No. 3) is terminated, then,
insofar as affecting tax increment with respect to the Pier
Side Portion, paragraph 2(e) of this Method of Financing
(Attachment No. 12) shall automatically cease and be
terminated, and may not be reinstated without the express
authorization by the City and the Agency following a public
hearing concerning the Agreement.
4. In addition to the other provisions of this
Method of Financing (Attachment No. 12), but subject to the
limitations set forth in paragraph 3 hereof, the Agency agrees
to use reasonable diligence to make available for the benefit
of the Agreement and undertakings pursuant thereto assessment
district and other similar financing ("Bond Financing"),
provided that (i) the Agency and the City do not, hereby,
approve the issuance of any bond or similar obligation; (ii)
neither the City nor the Agency shall be required to incur any
obligation or responsibility for the discharge or satisfaction
of any indebtedness incurred in connection with Bond Financing;
(iii) the entire obligation for payments in (debt service)
connection with Bond Financing shall be borne solely by the
Developer (and any other private entities the consent of which
is obtained by the Developer); (iv) no Bond Financing may
proceed unless one of the three highest investment grades is
assigned by Standard & Poor's or Moody's; and (v) all costs of
issuance, including without limitation bond counsel fees,
printing costs, staff costs and salaries, and reasonable
issuer's fee (not to exceed 1 point) shall be borne by the
Developer.- The Developer, for itself and its successors and
assigns, irrevocably waives any right of protest in connection
with the formation of any assessment district with respect to
the Property (or the provision of improvements thereon or the
maintenance thereof) or bonds issued in relation thereto;
provided, however, the Developer reserves the right to protest
the amount of an assessment in connection therewith.
5. (a) The Agency has determined that the infusion
of public assistance is necessary to induce the development
provided for by the Agreement; that determination is based upon
information currently available and the analysis by Agency
08/19/85 Attachment No. 12
6747p/2273/00 Page 3 of 8
staff as of the time of preparation of this Agreement The
parties acknowledge and agree that many assumptions ...ust be and
have been made in formulating this agreement, the rent
structures encompassed herein, and provisions for Agency and/or
City assistance. The Developer agrees and acknowledges that,
in the event performance exceeds certain thresholds, Agency
and/or City assistance is not warranted and shall not be
provided. In the event the scope of development is materially
modified from that'set forth in the Scope of Development
(Attachment No. 11), the economics of the project must be
reanalyzed, and, unless the prior written approval of the
Agency is obtained, the provisions of this Attachment No: 12
relative to Agency assistance shall be of no further force and
effect.
(b) As of the Measuring Date, the Agency shall
reasonably determine whether the Developer achieves an internal
rate of return on total investment of not less than 15% with
respect to the Pier Side Portion, which shall be computed as
described in Exhibit A hereto, which is incorporated herein by
reference. If the internal rate of return on total investment
equals or exceeds 15% with respect to the Pier Side Portion,
then the payments of tax increment revenue (Performance
Credits) by the Agency to the Developer pursuant to paragraph
2(e) of this Method of Financing (Attachment No. 12) shall
cease. Subject to the provisions of part (a) of paragraph 3 of
this Method of Financing (Attachment No. 12), no additional
adjustment (upward or downward) shall be made to the
Performance Credits based upon this part (c) of paragraph B.
(c) As of the Measuring Date, the Agency shall
reasonably determine whether the Developer achieves an internal
rate of return of not less than 17% with respect to the
Walnut -Main Portion, which shall be computed as described in
Exhibit A hereto, which is incorporated herein by reference.
If the internal rate of return equals or exceeds 17% with
respect to the Walnut -Main Portion, then the payments of the
tax increment revenues (Performance Credits) by the Agency to
the Developer pursuant to paragraph 2(e) of this Method of
Financing (Attachment No. 12) shall cease. Subject to the
provisions of part (6) of paragraph 3 of this Method of
Financing (Attachment No. 22), no additional adjustment (upward
or downward) shall be made to the Performance Credits based
upon this part (c) of paragraph 5.
06/19/85 -Attachment No. 12
6747p/2273/00 Page 4 of 8
v
6. The Developer shall be responsible for 211 costs
of construction and maintenance of any parking stru.,cures
developed on the Property, irrespective of whether Bond
Financing is utilized in connection with the provision of any
such structures.
7. In addition to those reporting requirements set
forth in the Pier Side Lease (Attachment No. 3), the Developer
shall, during the first nine (9) full years after the
Completion Date, provide the Agency and the City with any
audits it has conducted and other financial information as
available. In addition, within ninety (90) days after the
tenth (loth) anniversary of the Completion Date, Developer
shall provide the Agency and the City an audited statement
(which shall be certified by the audit of a mutually
acceptable, independent certified public accountant in
accordance with generally accepted accounting principles) of
the result of operations of Developer from the development,
which shall include a balance sheet, income statement and a
statement of "Expenses", "Pier Side Expenses", "Pier Side Gross
Cash Receipts", "Walnut -Main Expenses", and "Walnut -Main Gross
Cash Receipts", all as hereinafter defined verifying amounts
reported to the Agency and the City hereunder, representatives
of the Agency and the City shall have reasonable rights, upon
written request, at its expense, to inspect Developer's books
and records and independently audit the results of Developer's
operations. Developer shall keep all books and records for not
less than twelve (12) years after the Completion Date. If, as
a result of an independent audit of the Developer's books by an
independent certified public accountant hired by the Agency or
the City, an additional amount is due the Agency or the City
for any Year which exceeds by five percent (5%) the amount
actually paid or credited to the Agency or the City for such
Year, or if payments pursuant to the provisions of the
Agreement for Performance Credits exceed by five percent (5%)
or more that amount that should have been paid to the
Developer, the reasonable cost of such audit shall be paid by
the Developer.
As to such information as the Developer deems
confidential to its operation, the Agency and the City shall
use their best efforts to preserve the confidentiality of such
information; provided, however, that the Agency and the City
may make public disclosure of a summary of such information
using gross amounts summarizing operations of the development
and not disclosing results of operations of the development and
not disclosing results of operations of individual stores. To
the extent that any such confidential information supplied to
the Agency and the City cannot lawfully be maintained by the
08/19/85 Attachment No. 12
6747p/2273/00 Page 5 of 8
Agency and the City in confidence, then such inform 6ion shall
be made available on a confidential basis to the Agency and the
City through an inspection of the books, records, accounts and
audits of the Developer by representatives or agents of the
Agency. _
The Agency shall be entitled to recover from the
Developer all reasonable attorneys' fees incurred in attempting
to enforce and collect any amounts due hereunder as well as ,
amounts incurred attempting to enforce rights to audit or
inspect the Developer's books and records.
The following definitions shall apply to this
paragraph 7:
(a) "Completion Date" means the date of completion of
all of the Developer Improvements, as reasonably
determined by the Agency; provided that: (i) in
the -event part (b) of paragraph 3 of this Method
of Financing (Attachment No. 12) is applicable,
the date of completion of the Developer
Improvements -situated on the Pier Side Portion,
as such date is reasonably determined by the
Agency, shall be deemed the Completion Date; and
(ii) in the event part (c) of paragraph 3-of this
Method of Financing (Attachment No. 12) is
applicable to the date of completion of all of
the Developer Improvements situated in the
Walnut -Main Portion, as reasonably determined by
the Agency, shall be deemed the Completion Date.
(b)_ "Expenses" means, for purposes of this Method of
Financing (Attachment No. 12): non -capital
expenses incurred by the Developer with respect
to the development of the Property, operating
losses, reasonable expenses for management,
advertising, legal services, accounting, and
maintenance in connection with the Property (in
the implementation of the Agreement), insurance,
property taxes and assessments, repairs, and
utilities. No payments to the Developer, the
lessees pursuant to the Pier Side Lease
(Attachment No. 3) or the Parking Lease
(Attachment No. 13), their constituent members,
or an entity related (by virtue of ownership of
10% or more interest in outstanding shares of
stock, profits, losses, or capital contribution)
to the Developer, such lessees, or such
constituent members shall be includable within
Expenses for purposes of determining the
08/19/85 Attachment No. 12
6747p/2273/00 Page 6 of 8
Measuring Period Net unless the Agenc- :etermines
that the -amounts claimed with respect to such
items do not exceed reasonable amounts charged
with respect to each items by unrelated entities
competing on the open market; the Agency shall
act in good faith in making such determinations.
In the event the Developer seeks to have included
as Expenses funds expended for capital
improvements, such expenditures shall not be
includable unless the Developer first exhausts
reserves and interest earned on reserves, and
then only for the amount by which such
expenditures exceed such reserves and interest.
Payments in connection with any original
financing, refinancing or secondary financing,
shall not be includable as "Expenses".
(c) "Gross rash Receipts" means, but is not limited
to, cash generated by the Developer from the
development from any source whatsoever,
including, but not limited to: rent; overage or
percentage rents; proceeds of sale of property;
parking revenues; payments received for common
area maintenance; repairs and operations;
payments for property taxes and special
assessments; payments for utilities; insurance
and condemnation proceeds in excess of costs of
restoration, to the extent not required to be
used to reduce the principal amount of any
indebtedness or repay the equity investment;
proceeds from sale of any portion of the Property
or improvements thereon; all payments by the
Agency and the City pursuant to Section 2 of this
Method of Financing (Attachment No. 12), and
miscellaneous receipts, other than security
deposits.
(d) "Measuring Date" means the tenth (loth)
anniversary date of the Completion Date.
(e) "Measuring Period" means that ten-year period
ending at the Measuring Date.
(f) "Pier Side Expenses" means Expenses to the extent
Incurred with respect to the Pier Side Portion.
(g) "Pier Side Gross Cash Receipts" means Gross Cash
Receipts with respect to the Pier Side Portion.
(h) "walnut -Main Expenses" means Expenses to the
extent incurred with respect to the Walnut -Main
Portion.
08/19/85 Attachment No. 12
6747p/2273/00 Page 7 of 8
(i)' "Walnut -Main Gross Cash Receipts" mean: Gross
Cash Receipts with respect to the Wal—at-Main
Portion.
(j) "Year" shall mean a 12-month (365-day) period.
The first full year shall begin on the Completion
Date.
08/19/85 Attachment No. 12
6747p/2273/00 Page 8 of 8
• EXHIBIT A
The "Internal Rate of Return" represents the rate os.
return at which all cash flows generated by the project
discounted back to present value equal the original
investment, including debt anti equity. The Internal
Rate of Return represents overall rate of return to
the developer on the total investment in the project.
In the example on the attached table, the total
investment in the project is equal to $60,530,000.
This includes land acquisition and all development
costs incurred through opening of the project. The
net cash flow before debt service and gross sale
proceeds in the tenth year represent the income
stream which is used to calculate the total return
on investment. in the example 17.431 represents the
developers overall return on total investment over a
ten year period.
ATTACHMV. r NO. 12
!AtLE :
Im :6ti P! -w E tANiL
50 BOOT �•TE - 56.688 SF RETAIL SPACE
1RBRIW6Tp BEACH, CALIFORNIA
COI15T68LTICN
fE0 1
4AR 2
YEA1 3
WA •
?Jm 5
*A 6
$N 7
TEAA 8
IEAB 9
TE40 Is
'E1B I!
IM RATE
f90.8O
t95.44
2191.12
t10.19
9111-62
on-44
SI27.0
ff39.33
1;43.45
tt52.lL
tw-16
OCTWNICY
0.00
65.8T*
70.m
72.16t
$.!a
72-M
72-M
72.8m
Mom
'-2.W
12.1c
N81EL
G885S SALES t16,885,161 t18,369.544 t20,%0,033 t22,w68! S:4.219,602 f25,672.718 927,213,145 t21,84_.i3A t30,576,690 tT,Af;.2!1 S7AJaS.%4
`
(LESS) MEWS
10,483,355
11.940,203
13M4,822
14,851,643
15,742.742
16AD JU
17,611,544
I1,JN,�7
19,174,048
21.W-.3P
Z,?3i,30
(LESS) FIRES CHARGES
1,123.947
1.207,30E
1,29'.841
1.367.4V
t.421.7l6
1.471,1%
1,531.867
l,fi',ID4
1,661,831
1.'3 647
i.A1,843
DOSS OPERATING PROFIT
84,477.059
SS,221,959
16,038,171
$6,629.54
fi.OSS.W
f7,586,S'9
t?,M,734
t8,494,268
t9,=,81a
19.606.NS
t;E.21:,742
(LESS) IUNAGEP07 IIkW. IYE FEE
447,7.%
S2211%
683.817
662.95S
M.506
756,63
791.573
849,427
96,T,381
'60.63:
:.31;.37A
INCOME IEFW DEAT SEBYICE - HOTEL
$4,030,073
t4,69l.763
tS,4v,3SA
15.%6,59:
f6.W.556
t6,755,921
17,187,161
f7,644.841
tt,13C,429
18.64S,675
te,:°2.3et
RETAIL
REGAL 10CIME
t8N,000
s1,.M� OOG
SI.20C.000
3!,42c.1!4
t:.424.r°
81,429 11
t1,7Q,223
VJV.22-
S2.027„75
M8"7,;3
(lES9, y6CAN"?
0
0
60,DOC
71,et!
?1.4-!
71,46!
SS,ltl
55.111
35,;i1
is. .3N
>
--------
----- -
-- -
---- —
----
--- --
— -- —
-- ---
-----
---
---
,`33
SPOS5 EiFECTIYE :kCOME
S9 OMI!
51.090.0)Y-�
11,140,006
t:,?5-,- S
t:.:51,-5'.
t!.357,75e
$1,617,112
t1,6'.112
11.617.112
tl.K-t-Alt
t-.� a,Ck
?�
(LESS) MANAGEMENT
42.000
- 54.000
$7,006
.'.m
6'111SE
67,I88
80,856
80.8%
so,$%
4.300
?t.m
n
(LESS) RESERVES
51000
51000
S,OOC
slam
5.900
SIM
5,000
S.O02
5,060
5,880
S:1Blri
H
INIC01RE BEFORE DEIT SERVICE RETAIL
$793.000
11,02i,000
t1,078,00C
t1,24i,A'0
t1.2P1,!70
$1.214,870
11,531,256
11.531.256
$1,531,256
t1,I24.706
11-024.706
PLOS TAX INCREMENT MATE
1495,72C
M=.:47
1515.161
$525,16:
SS35.312
t545,70'
Mo.304
IW-952
ts.8,363
tta9.28'
s0
z
O
PLUS TAN'IENT OCC? 7 TAX RHATE
591.300
679.010
173.Li5
845,L!97
895,*A?
•49,5'•1
1,006,524
1,D66.916
I.130,931
;,t98,78'
C
N
NET INC IEFGRE OE6' SE1ti7CE (HOTEL i RETAIL;
t5,910,003
16,905,!20
s7,802,630
tc,:.t-',542
5c,ut,OS1 s!0,28!,245
t;0,9!",J6`.
s::,370,679
3::'ns,454
t1 1.,?,G.
W
SALES P1;CUD5
110,170,'3E
(LESS) COST OF SALE
3130S.m
PLUS SALE OF RECEIVABLES
500,000'
PLOS PV FUTURE TAY INCREMENTS
2,24S,C%
GROSS SALES ?"Mrs
109,61017!,
NET CASH FLOM BEFORE OE61 SERVICE (60.E3G,0001
5,910.093
6,9C5,120
7,802.63C
8,621,'d4
9,065,542
9,516,OS0
10,281,245
10,810,065
11,370,679
121,469,16'
TOTAL C"r5TRUCT:C•N COS'
53.030,000
TOTAL IAND VALUE
6,60C,000
TOTAL OEVf!'•PMENT CDSI
60.530,000
IRK ON IOTA_ INVESTMENT
17.431
D
ATTACHMENT NO. 13
PARKING LEASE
This LEASE is made , between CITY OF
HUN''TINGTON BEACH, a municipal corporation ("LESSOR"), and
HUNTINGTON PACIFICA DEVELOPMENT GROUP, a California limited
partnership, ("LESSEE"), who agree as follows:
1. RECITALS: This Lease is made with reference to the
following facts and objectives:
a. LESSOR, LESSEE and the Huntington Beach
Redevelopment Agency, a public body, corporate
and politic (the "Agency") have entered into a
Disposition and Development Agreement, dated as
of , 1985 (the "DDA") which is
incorporated herein by reference) providing for
the development of that portion of the City of
Huntington Beach therein designated as the "Site"
b. On , by the City Council of the
City of Huntington Beach approved this Lease and
authorized the Mayor to execute this Lease.
C. This Lease is entered into for the redevelopment
of property consistent with the public purposes
of the Main -Pier Redevelopment Plan, as
previously adopted by the City of Huntington
Beach, and not for the purpose of speculation in
unimproved land.
2. PREMISES: LESSOR leases to LESSEE and LESSEE leases
from LESSOR the parcel of real property located in the City of
Huntington Beach, County of Orange, State of California,
described in Exhibit "A" ("PREMISES") upon the terms and
Conditions expressed herein and in the GENERAL CONDITIONS
attached hereto marked Exhibit "B".
3. INGRESS AND EGRESS: LESSEE shall have the full and
unimpaired access to the Premises at all times.
4. TERM: The term of this Lease shall be three (3) years
commencing on the first day of the first full calendar month
following the date of execution of this Lease by LESSOR.
S. REQUIRED SERVICES AND USES - LIMITATION ON USE:
LESSOR's primary purposes for entering into this Lease is to
provide for the development of facilities and services needed
by the public as well as to promote the implementation of the
08/19/85 Attachment No. 13
5868p/2273/00 Page 1 of 4
Redevelopment Plan for the Main -Pier Redevelopment p uject (the
"Redevelopment Plan"). In furtherance of that purpose, LESSEE
shall during the lease term use the Premises for the purpose of
constructing and operating thereon the improvements and
businesses described in Exhibit "C" subject to the requirements
and limitation expressed therein and for no other use or uses
without the prior written consent of LESSOR.
6. LESSEE'S IMPROVEMENTS:
a. Minimum construction and Timing: LESSEE, at its
cost, shall cause to be designed, constructed,
and installed upon the Premises those
improvements shown and described in the
preliminary plans and working drawings prepared
by LESSEE and approved by LESSOR prior to the
Lease ("LESSEE's Work"). Said preliminary plans
and working drawings shall be the master plan for
development of the Premises. Subject to the
provisions of the DDA all of LESSEE's Work shall
be constructed and completed no later than 3
months,from the date of commencement of this
lease; provided, however, if LESSEE fails for any
reason, to complete construction of LESSEE's Work
prior to the first anniversary of the
commencement of this Lease, this Lease shall be
deemed terminated and of no further force and
effect as of midnight on such date. In the event
of termination pursuant to the provisions of this
paragraph, neither party shall be liable to the
other for any damages, costs, claims, losses, or
expenses arising out of or in any way related to
a party's performance or preparation for
performance of its obligations under this Lease.
b. Development Plan and Construction Standards:
Development of the Premises and the design and
construction of all improvements and facilities
by LESSEE shall conform with City regulatory
approvals.
7. RENT: LESSEE shall pay to LESSOR rent in the amount
of $3 per year, payable in advance.
8. NOTICE:' Any notice, demand, request, consent,
approval or communication that either party desires or is
required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid
first class mail. Any notice, demand, request, consent,
approval or communication that either party desires or is
required to give to the other party shall be addressed to the
other party at the address set forth below:
08/19/85 Attachment No. 13
5868p/2273/00 Page 2 of 4
�.l
TO: LESSOR TO: LESSEE
City of Huntington Beach
Attention: City Administrator
2000 Main Street
Huntington Beach, California
Either party may change its address by notifying the other
party of the change of address. Notice shall be deemed
communicated within forty-eight (48) hours from the time of
tailing, if mailed as provided in this paragraph.
9. DDA: The Lessee shall be bound by all provisions of
the DDA, which is incorporated herein by reference. In the
event of the successful exercise of option pursuant to Section
708 of the DDA, this Lease shall terminate concurrent With
transfer of title. Default by the "Developer" (as therein
defined) with respect to obligations of the Developer with
respect to the "Walnut -Main Portion" (as defined in and
pursuant to the DDA) shall be deemed to constitute default,
and termination of the DDA shall constitute grounds for the
LESSOR to terminate this Lease.
10. Third _Party Beneficiary: The Agency shall be deemed a
third party beneficiary of this Lease.
08/19/85 Attachment No. 13
5868p/2273/00 Page 3 of 4
11. EXHIBITS- INCORPORATION INTO LEASE: The fo}"awing
exhibits referred to in this Lease are attached here w and by
this reference incorporated herein:
Exhibit "A" - Legal Description of Premises
Exhibit "B" - GENERAL CONDITIONS
Exhibit "C" - Required Development and Permitted
Uses
HUNTINGTON PACIFICA DEVELOPMENT GROUP,
a California General Partnership,
PACIFIC HERITAGE CORPORATION,'a
California corporation
By:
Its:
By:
Its:
AVIV DEVELOPMENT CORPORATION, a
California corporation
By:
Its:
By:
Its:
08/19/85 Attachment No. 13
5868p/2273/00 Page 4 of 4
EXHIBIT A
UGAL DESCRIPTION OF PREMISES
Numti.ngtcn Beach Tract, Block 102, Ix)ts I. thru 10 inclusive, as recorded in
Miscellaneous Maps. Boo: 3, Page 36, Recaps of Orange County, Stabe of
California.
W. 0 - - - Attachment 270. 13 - -
Paragraph
Number
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
I3.
12.
13.
14.
15.
16.
17.
18.
19.
08/19/85
5868p/2273/00
V
EXHIBIT "B"
GENERAL CONDITIONS
TABLE OF CONTENTS
.Caption
Limitation of Leasehold
Charge for Late Payment
Utilities
Construction of Improvements by
Lessee
Signs
Destruction
Maintenance
Insurance
Indemnity and Exculpation
Taxes and Assessments
Unlawful Use
Abandoned Personal Property
Holding Over
Assigning, Subletting and
Encumbering
Covenant of Continuous Operation
and Full Merchandising
Successors in Interest
Lessee's Default
Lessor's Remedies
Lessor's Default
' -i-
Attachment No. 13
Paragraph
Number
Caption
20.
Quitclaim of Lessee's Interest_
Upon Termination
21.
Eminent Domain Award
22.
Amendments
23.
Captions
24.
Provisions are Covenants and
Conditions
25.
California Law
26.
Waiver
27.
Nondiscrimination
28.
Force Majeure
29.
Protest
-ii-
08/19/85 Attachment No. 13
5868p/2273/00
EXHIBIT "B"
GENERAL CONDITIONS
1. LIMITATION OF LEASEHOLD: Neither this Lease nor the
rights and previleges granted LESSEE in and to the premises
shall be construed to imply the conveyance to LESSEE of any
right or interest in the premises except which may be created
pursuant to applicable statutory grants (which are judicially
noticeable, and which are incorporated herein) and the
Constitution of the State of California. This Lease and the
leasehold estate created thereby shall be subject and
subordinate to said statutory grants and the limitations
imposed by the Constitution of the State of California.
2. CHARGE FOR LATE PAYMENT: Except as provided in
paragraph 7.c, of the Lease, rent not paid when due shall bear
Interest at the rate of 12% per annum commencing five days from
the date due until paid.
3. UTILITIES: LESSEE, at its cost, shall construct or
cause to be constructed all utility lines from existing
facilities. LESSEE agrees to repair to LESSOR's construction
and installation of said utility lines. LESSEE shall make all
arrangements for and pay for all utilities, the services
furnished to or used by it, including without limitation gas,
electricity, water, telephone service, trash collection, and
utilities used or consumed at public restrooms, which
facilities shall be separately metered at LESSEE's cost.
4. CONSTRUCTION OF IMPROVEMENTS BY LESSEE:
a. LESSOR's Consent: No structures, improvements or
facilities shall be constructed, erected,
altered, or made upon the premises without prior
written consent of LESSOR. Any conditions
relating to the manner, method, design, and
construction of said structures, improvements, or
facilities fixed by LESSOR shall be conditions
hereof as though originally stated herein.
LESSEE may, at any time and at no cost to LESSOR,
install and place or caused to be installed or
placed business fixtures and equipment within any
building constructed by LESSEE.
b. Strict Compliance with Plans and Specifications:
All improvements constructed by LESSEE upon the
premises shall be constructed in strict
compliance with the working drawings approved by
LESSOR.
08/19/85 Attachment No. 13
5868p/2273/00 B-1
C. Statement of Construction Costs and "P,-Built"
Plans:• Within sixty (60) days follou.,ng
completion of any substantial improvement upon
the premises, LESSEE shall furnish LESSOR a
complete set'of "As -Built" plans and an itemized
statement of the actual construction cost of such
improvement. The statement of cost shall be
signed by LESSEE or his responsible agent and
sworn to under penalty of perjury.
d. Improvements to Become Pronerty of LESSOR: All
buildings, improvements and facilities, exclusive
of trade fixtures, constructed or placed upon the
premises by Lessee must, upon completion be free
and clear of all liens, claims, or liability for
labor or material and shall become the property
of LESSOR at the expiration of this Lease or upon
earlier termination hereof. LESSEE shall prepare
and submit to LESSOR within sixty (60) days after
opening for business, a schedule of trade
fixtures installed or placed on the premises
whether by LESSEE or its sublessees,
concessionaires, or licensees. LESSEE shall
notify LESSOR in writing of any changes,
additions, substitutions or deletions to said
schedule of trade fixtures.
e. Mechanics Lien: LESSEE shall at all times
indemnify and save LESSOR harmless from all
claims for labor or materials in connection with
construction, repair, alteration, or installation
of structures, improvements, equipment, or
facilities upon the premises, and from the cost
of defending against such claims, including
attorney's fees.
In the event a lien is imposed upon the premises
as a result of such construction, repair,
alteration, or installation, LESSEE shall either:
(1) Record a,valid Release of -Lien; or
(2) Deposit with LESSOR cash in an amount equal
to 125% of the amount of the lien and
authorize payment to the extent of said
deposit to any subsequent judgment holder
that may arise as a matter of public record
from litigation with regard to lienholder's
claim; or
(3) Procure and record a bond in accordance with
Section 3143 of the California Civil Code,
08/19/85 Attachment No. 13
5668p/2273/00 B-2
which frees the premises from tb- claim of
the lien and from any.action brvught to
foreclose the lien.
Should LESSEE fail to accomplish one of•the above within
ninety (90) days after the filing of.such a lien, but in no
event after -judgment is entered, the LESSEE shall be in default
and this Lease shall be subject to immediate termination.
5. SIGNS: LESSEE, at its cost, shall have the right to
place, construct, and maintain an exterior sign on the building
and other improvements to be constructed by LESSEE on the
premises as shown in the preliminary drawings and working plans
approved by LESSOR subject to applicable provisions of Title 9
of Ordinances of the City of.Huntington Beach and the
Huntington Beach Municipal Code. LESSEE shall not have the
right to place, construct, or maintain any other sign,
advertisement, awning, banner or exterior decoration without
LESSOR's consent.
6. DESTRUCTION:
a. -Destruction Due to Risk Covered by Insurance: If
during the term, LESSEE's Work is totally or
partially destroyed from a risk covered by the
insurance described in paragraph 12.c. of these
GENERAL CONDITIONS, this Lease shall not
terminate and LESSEE shall promptly and
diligently restore or cause to be restored
LESSEE's Work to substantially the same condition
as it was in immediately before such destruction,
whether or not the insurance proceeds are
sufficient to cover the actual cost of
restoration.. If existing laws do not permit the
restoration, LESSEE, with the prior consent of
its lender, may elect to terminate this Lease by
giving notice to LESSOR. In the event this Lease
is terminated, LESSOR and LESSEE shall share any
excess insurance proceeds on the basis of their
respective interests in LESSEE's Work after
payment of any outstanding balance due any lender.
b.. Destruction due to Risk Not Covered by
Insurance: If, during the term, LESSEE's Work is
totally or partially destroyed from a risk not
covered by the insurance described in paragraph
12.c. of these GENERAL CONDITIONS, this Lease
shall not terminate except as expressly provided
herein, and LESSEE shall restore LESSEE's Work to
substantially the same condition it was in
08/19/85 Attachment -No. 13
5868p/2273/00 B-3
kw)
immediately before destruction; provie-d,
however, if the cost of restoration #-,.ceeds
twenty percent (20%) of the then replacement
value of LESSEE's Work destroyed or if existing
laws do not permit the restoration, then LESSEE,
with the prior consent of its lender, can elect
to terminate this Lease by giving notice to
LESSOR.
C. No Abatement of Rent: In case of total or
partial destruction, there shall be no abatement
or reduction of rent.
7. MAINTENANCE:
a. LESSEE's Obligation: LESSEE, at its cost, shall,
to the satisfaction of LESSOR, keep and maintain
the premises and all improvements of any kind -
which may be constructed, installed, or made
thereon (except for the public restrooms) in good
condition and in substantial repair. It shall be
.LESSEE's responsibility to take all steps
necessary or appropriate to maintain such a
standard of condition and repair. LESSEE
expressly agrees to maintain the premises in a
safe, clean, wholesome and sanitary condition, to
the complete satisfaction of LESSOR and in
compliance with all applicable laws. LESSEE
further agrees to provide approved containers for
trash and garbage and keep the premises free and
clear of rubbish and litter. LESSOR shall have
the right to enter upon and inspect the premises
free and clear of rubbish and litter. LESSOR
shall have the right to enter upon and inspect
the premises at any time for cleanliness and
safety. LESSEE shall designate in writing to
LESSOR an onsite representative who shall be
responsible for the day-to-day operation and
level .of maintenance, cleanliness, and general
order.
b. LESSOR's Right to Repair: If LESSEE fails to
maintain or make repairs or replacements as
required herein, LESSOR may notify LESSEE in
writing of said failure. Should LESSEE fail to
correct the situation within a reasonable time
thereafter, as established by LESSOR, LESSOR may,
but shall not be required to do so, make the
necessary correction and the cost thereof,
including but not limited to the cost of labor,
materials, and equipment and administrgtion,
08/19/85 Attachment No. 13
566Bp/2273/00 B-4
shall be deemed additional
LESSEE within ten (10) days
statement of said cost from
at its option, choose other
herein, or by law.
rent to be paid by
of receip4; of a
LESSOR. LESSOR may,
remedies available
8. INSURANCE: LESSEE, at its cost, shall maintain during
the lease term the following insurances:
a. Public liability, property damage and product
liability insurance with combined single limit of
at least $10,000,000, part of which may be
provided as umbrella coverages. Said insurance
shall include dram shop liability insurance.
Said insurances shall insure against all
liability of LESSEE and its authorized
representatives, invitees, and patrons arising
out and in connection with LESSEE's use and
occupancy of the premises. LESSOR shall be named
as additional insured and the policy or policies
shall contain cross -liability endorsements.
Coverage shall be primary and not contributing
with any coverage maintained by the LESSOR. The
policy shall contain a waiver of subrogation in
favor of the LESSOR. •Not more frequently than
each two (2) years, if, in the opinion of LESSOR
or of an insurance broker retained by LESSOR, the
amount of public liability and property damage
insurance coverage at that time is not adequate,
LESSEE shall increase the insurance coverage as
required by either LESSOR or LESSOR's insuance
broker. The insurance to be provided by LESSEE
may provide for such deductibles or self -insured
retention as shall be acceptable to the City
Administrator or his designee. In the event such
insurance does provide for deductibles or
self -insured retention, LESSEE agrees that it
will fully protect LESSOR, its boards, officers,
and employees in the same manner as these
interests would have been protected had the
policy or policies not contained the deductible
or retention provisions.
b. LESSEE's indemnification obligations under
paragraph 12.b. shall extend to damage resulting
from risks insurable by garagekeepers' legal
liability insurance. The public liability
insurance required in paragraph 11.a. above shall
Include garagekeepers' legal liability coverage.
08/19/85 Attachment No. 13
5868p/2273/00 B-5
C. A policy of standard fire and extended -overage
insurance with vandalism and maliciout, mischief
endoresements to the extent of at least 90*1 of
the replacement value of all of LESSEE's personal
property, improvements and alterations, and on/or
about the permises. The proceeds from any such
policy shall be used by LESSEE for the
replacement of personal property and the
restoration of LESSEE's improvements or
alterations.
The foregoing insurances shall contain an endorsement requiring
thirty (30) days written notice from the insurance company to
both parties before cancellation or change in coverage scope or
amount of any policy. Each policy or a certificate of the
policy together with evidence of payment of premium shall be
deposited with LESSOR at the commencement of the lease term and
on renewal of policy not less than twenty (20) days before the
expiration of the term of the policy.
The procuring of such required policy or policies of
insurance shall not be construed to limit LESSEE's liability
hereunder nor to fulfill the indemnification provisions and
requirements of paragraph 8. Notwithstanding said policy or
policies of insurance, LESSEE shall be obligated for the full
and total amount of any damage, injury or loss caused by
LESSEE's negligence or that of its agents, sublessees,
concessionaires, licensees, and their agents and employees in
connection with this Lease or with the use and occupancy of the
promisee.
9. INDEMNITY AND EXCULPATION:
a. Exculpation of LESSOR_: LESSOR shall not be
liable to LESSEE for any damages to LESSEE or
LESSEE's property from any cause. LESSEE waives
all claims against LESSOR for damage to person or
property arising for any reason. Notwithstanding
the foregoing, LESSOR shall be liable for damages
to LESSEE's property resulting from LESSOR's
intentional acts or from LESSOR's sole negligence.
b. Indem_nity: LESSEE shall hold LESSOR harmless
from all damages arising out of any damage to any
person or property occurring in, on, about or
from the leased premises.
10. TAXES AND ASSESSMENTS: LESSEE recognizes and
understands that this Lease may create a possessory interest
subject to property taxation and that the LESSEE may be subject
to the payment of property taxes levied on such interest.
LESSEE further agrees that taxes may be assessed consistent
08/29/85 Attachment No. 13
5858p/2273/00 B-b
with section 33673 of the California Health and Sa,'.ty Code as
if based upon the full value of a fee interest in land rather
than upon a possessory interest; if taxes are assessed on the
basis of a possessory interest rather than on the basis of fee,
the difference (determined by the Agency in accordance with the
normal practice of the Assessor for determining taxes upon
property held in fee) shall be payable to the Agency (as
designee of the LESSOR) by LESSEE as additional rent
hereunder. All taxes and assessments which become due and
payable upon the premises or upon fixtures, equipment, or other
property installed or constructed thereon, shall be the full
responsibility of LESSEE,'and LESSEE shall cause said taxes and
assessments to be paid promptly.
11. UNLAWFUL USE: LESSEE agrees that no improvements
shall be erected, placed upon, operated, nor maintained upon
the premises, nor any business conducted or carried on therein
or therefrom, in violation of the terms of this Lease, or of
any regulation, order, law, statute, or ordinance of a
governmental agency having jurisdiction.
12. ABANDONED PERSONAL PROPERTY: If LESSEE abandons the
premises or is dispossessed thereof by process of law or
otherwise, -title to any personal property belonging to -LESSEE
and left on the premises forty-five (45) days after such
abandonment or dispossession shall be deemed to have been
transferred to LESSOR. LESSOR shall have the right to remove
and to dispose of such property without liability therefor to
LESSEE or to any person claiming under LESSEE, and shall have
no need to account therefor. LESSEE hereby designates LESSOR's
City Administrator as its attorney -in -fact to execute and
deliver such documents as may be reasonably required to dispose
of such abandoned property and transfer title thereto.
13. HOLDING OVER: In the event LESSEE shall continue in
possession of the premises after the expiration of the lease
term, such possession shall not be considered a renewal of this
Lease but a tenancy from month to month and shall be governed
by the conditions and covenants contained in this Lease.
14. ASSIGNING, SUBLETTING, AND ENCUMBERING: Except as
provided in this paragraph, LESSEE shall not voluntarily
transfer, assign, sublet, or encumber its interest in this
Lease without LESSOR's prior written approval, which consent
shall not be unreasonably withheld. Any transfer, assignment,
subletting, or encumbering without LESSOR's consent shall
constitute a default and shall be voidable at LESSOR's
election. No consent to any transfer, assignment, subletting,
or encumbering shall constitute a further waiver of the
provisions of this paragraph.
08/19/85 Attachment No. 13
5868p/2273/00 B-7
Any assignee of LESSEE shall execute an agreem,at running
to LESSOR assuming LESSEE's obligations under this Lease,
LESSEE shall remain fully obligated to LESSOR under this LEASE
notwithstanding any transfer, assignment; subletting, or
encumbering or any indulgence granted by LESSOR to LESSEE or to
any transferee, assignee, sublessee, or secured lender unless
released in writing by LESSOR.
15. COVENANT OF CONTINUOUS OPERATION AND FULL
MERCHANDISING: LESSEE shall continuously use or cause to be
used the premises and portions thereof for the use and only the
use specified in Exhibit "C".
16. SUCCESSORS IN INTEREST: Unless otherwise provided in
this Lease, the terms, covenants and conditions contained
herein shall apply to and bind the heirs, successors,
executors, administrators, and assigns of all the parties
hereto.
17. LESSEE'S DEFAULT: The occurrence of any of the
following shall constitute a default by LESSEE:
a. Failure to pay rent when due, if the failure
continues for five (5) days after notice has been
given to LESSEE
b. Failure to perform any of the provisions of this
Lease, if the failure to perform is not cured
within thirty (30) days after notice has been
given to LESSEE. If the default cannot
reasonably be cured within said thirty (30) days,
LESSEE shall not be in default of this Lease, if
LESSEE commences to cure the default within the
thirty (30) day period and diligently, and in
good faith, continues to cure the default.
Notices given under this paragraph shall specify the
alleged default and the applicable Lease provisions, and shall
demand that LESSEE perform the provisions of the Lease or pay
the rent that is in arrears, as the case may be, within the
applicable period of time, or quit the premises. No such
notice shall be deemed a forfeiture or a termination of this
Lease unless LESSOR so elects in the notice.
18. LESSOR'S REMEDIES: LESSOR shall have the following
remedies if LESSEE commits a default. These remedies are not
exclusive; they are cumulative in addition to any remedies now
or later allowed by law.
LESSOR can continue this Lease in full force and effect,
and the Lease will continue in effect as long as LESSOR does
not terminate LESSEE's right to possession, and LESSOR shall
08/19/85 Attachment No. 13
` 5868p/2273/00 8-8
have the right to collect rent when due. During the period'
LESSEE is in default, LESSOR can enter the premises and relet
them, or any part of them, to third parties for LESSEE's
account. No act by LESSOR allowed by this paragraph shall
terminate this Lease unless LESSOR notifies LESSEE that LESSOR
elects to terminate this Lease. After LESSEE's default, and
for as long as LESSOR does not terminate LESSEE's 'right to
possession of the premises, if LESSEE obtains LESSOR's consent,
LESSEE shall have the right to assign or sublet its interests
in this Lease, but LESSEE shall not be released from liability.
LESSOR can terminate LESSEE's right to possession of the
premises at any time. No act by LESSOR other than giving
notice to LESSEE shall terminate this Lease. Acts of
maintenance, efforts to relet the premises, or the appointment
of a receiver on LESSOR's initiative to protect LESSOR's
interests under this Lease shall not constitute a termination
of LESSEE's right to possession. On termination, LESSOR has .
the right to recover from LESSEE:
a. The worth,, at the time of the award of the unpaid
rent that had been earned at the time of the
termination of this Lease;
b. The worth, at the time of the award of the amount
by which the unpaid rent that would have been
earned after the date -of termination of this
Lease until the time of award exceeds the amount.
of the loss of rant that LESSEE proves could have
been reasonably avoided;
C. The worth, at the time of the award of the amount
by which the unpaid rent for the balance of the
term after the time of award exceeds the amount
of the loss of rent that LESSEE proves could have
been reasonably avoided; and
d. Any other amount and court costs, necessary to
compensate LESSOR for all detriments proximately
caused by LESSEE's default.
"The worth, at the time of the award," as used in a. and b.
above is to be computed by allowing interest at the rate of 10%
per annum. "The worth, at the time of the award," as referred
to c. above is to be computed by discounting the amount at the
discount of the Federal Reserve Bank of San Francisco at the
time of the award, plus 1%.
If LESSEE is in default of this Lease, LESSOR shall have
the right to have a receiver appointed to collect and conduct
LESSEE's business. Neither the filing of a petition for the
appointment of a receiver nor the -appointment itself shall
constitute an election by LESSOR to terminate this Lease.
08/19/85 Attachment No. 13
5868p/2273/00 B-9
LESSOR, at any time after LESSEE commits a default, can
cure the default at LESSEE's cost. If LESSOR at an= time, by
reason of LESSEE's default pays any sum or does any act that
requires the payment of any sum, the sum paid by LESSOR shall
be immediately due from LESSEE to LESSOR at the time the sum is
paid, and if paid at a later date shall bear interest at the
rate of 10% per annum from the date the sum is paid by LESSOR
until LESSOR is reimbursed by LESSEE. The sum, together with
the interest on it, shall be deemed additional rent.
19. LESSOR'S DEFAULT: LESSOR shall be in default of this
Lease if it fails or refuses to perform any provision of.this
Lease that it is obligated to perform if the failure to perform
In not cured within sixty (60) days after notice of the default
has been given by LESSEE to LESSOR. If the default cannot be
reasonably cured within (60) days, LESSOR shall not be in
default of this Lease if LESSOR commences to cure the default
within the sixty (60) day period and diligently and in good
faith continues to cure the default.
20. QUITCLAIM OF LESSEE'S INTERESTS UPON TERMINATION:
Upon termination of this Lease for any reason, including but
not limited to termination because of default by LESSEE, LESSEE
shall execute, acknowledge and deliver to LESSOR within thirty
(30) days after receipt of written demand therefor, a good and
sufficient deed whereby all right, title and interests of
LESSEE in the premises is quitclaimed to LESSOR.
21. EMINENT DOMAIN AWARD: If there is a taking by right
of eminent domain, the rights and obligations of the parties
with reference to the award and the distribution thereof shall
be determined in accordance with the provisions of this
section. All of the award shall belong to and be paid solely
to LESSOR.
22. AMENDMENTS: This Lease and the GENERAL CONDITIONS set
forth all of the agreements and understandings of the parties
and any modification must be in writing duly executed by both
parties.
23. CAPTIONS: The captions and the table of contents of
this Lease shall have no effect on its interpretation.
24. PROVISIONS ARE COVENANTS AND CONDITIONS: All
provisions, whether covenants or conditions, on the part'of
LESSEE shall be deemed to be both covenants and conditions.
25. CALIFORNIA LAW: This Lease shall be construed and
interpreted in accordance with the laws of the State of
California.
08/19/85 Attachment No. 13
5868p/2273/00 B-10
a
.
26. WAIVER: No delay or omission in the exerc=ze of any
right or remedy of LESSOR on any default by LESSEE shall impair
such a right or remedy or be construed as a waiver.
The receipt and acceptance by LESSOR of delinquent rent
shall not constitute a waiver of any other defaults; it shall
constitute only a waiver of timely payment for the rent payment
involved.
No act or conduct of LESSOR, including, without limitation,
the acceptance of the keys to the premises, shall constitute an
acceptance of the surrender of the premises by LESSEE before
the expiration of the term. Only a notice from LESSOR to
LESSEE shall constitute an acceptance of the surrender of the
premises and accomplish a termination of the Lease.
LESSOR's consent to or approval of any -act by LESSEE
requiring LESSOR's consent or approval shall not be -deemed to
waiver or render unnecessary LESSOR's consent to or approval of
any subsequent act by LESSEE.
Any waiver by LESSOR of any default must be in writing and
shall not be a waiver of any other default concerning the same
or any other provision of the Lease.
27. NONDISCRIMINATION: LESSEE covenants for itself, its
heirs, executors, administrators, and assigns, and all persons
claiming under or through it, that this Lease is made and
accepted upon and subject to the following conditions: That
there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed,
religion, sex marital status, age, national origin or ancestry
in the subleasing, Premises herein leased, nor shall the - LESSEE
himself, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or,occupancy of lessees of the Premises.
LESSEE shall make its accomodations and services available to
the public on fair'and reasonable terms. In the event LESSEE
enters into contracts, subleases, or assignments with respect
to any of Its interest herein, LESSEE shall include in such
continental arrangements a nondiscrimination clause
substantially conforming to the following:
a. In leases: "The lessee herein covenants by and
for himself or herself, his or her heirs, executors,
adminstrators, and assigns, and all persons claiming under or
through him.or her, that this lease is made and accepted upon
and.subject to the following conditions:
08/19/85 Attachment No. 13
5868p/2273/00 B-12
"That there shall be no discrimination .gainst or
segregation of any person or group of persons on account of
race, color, creed, religion, sex, marital status, age,
national origin or ancestry in the subleasing, transferring,
use, occupancy, tenure or enjoyment of the premises herein
leased, nor shall the lessee himself or herself, or any person
claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or
occupancy of lessees of the premises."
b. In contracts: "There shall be no discrimination
against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status,
age, national origin or ancestry in the sublease, transfer,
use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee himself or herself, or any person claiming under
or through him or her, establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of'the land."
26. FORCE MAJEURE: In any case where either party hereto
is required to do any act, delays caused by'or resulting from
acts of Cod, war, civil commotion, fire, flood, earthquake or
other casualty, strikes or other extraordinary labor
difficulties, shortages of labor or materials or equipment in
the ordinary course of trade, government regulations or other
causes not reasonably within such party's control and not due
to the fault or neglect of such party shall not be counted in
determining the time during which such act shall be completed,
whether such time be designated by a fixed date, a fixed time
or "a reasonable time", and such time shall be deemed to be
extended by the period of such delay. Financial inability of
either party shall not be considered to be a circumstance or
cause beyond the reasonable control of that party.
29. NO PROTEST: LESSEE (and its successors and assigns)
forever waives and agrees that it shall not protest the
formation of any assessment district in connection with any
improvements described in the DDA or of benefit to the Site
(including without limitation parking), provided that LESSEE
(and its successors and assigns) may object to the amount of an
assessment imposed by such district.
08/29/85 Attachment M. 13
5868p/2273/00 B-12
t j
7w�/ � . ► r i
i
EXHIBIT "C"
REQUIRED DEVELOPMENT AND PERMITTED USES
(TO BE INSERTED)
The LESSEE shall conduct demolition, pave, and operate a
parking lot consisting of approximately 80 spaces, all in
conformity with all applicable provisions of the Huntington
Beach City Code. No other uses shall be allowed without the
prior written approval of LESSOR, which approval LESSOR may
grant, conditionally grant, or refuse at its sole and absolute
discretion.
OB/19/85 Attachment No. 13
5858p/2273/00
ATTACHMENT NO. 14
Recording Requested By
And When Recorded Mail To:
Huntington Beach
Redevelopment Agency
City Hall
2000 Main Street
Huntington Beach, California 92648
Attn: Executive Director
MEMORANDUM OF OPTION
This is a Memorandum ("Memorandum") of Option as
more particularly provided for pursuant to Section of a
certain Disposition and Development Agreement (the Agreement")
entered into on , 1985, by and among the Huntington
Beach Redevelopment Agency ("Agency"), the City of Huntington
Beach (the "City") and Huntington Pacifica Development Group, a
California general partnership ("Developer"), concerning the
following described real property (the "City Parcel") located
in the City of Huntington Beach, County of Orange, State of
California:
(Insert description of the City Parcel:
)
Subject to the Agreement, Developer is to have
certain rights to purchase the City Parcel, all as more
particularly described in Section 708 of the Agreement; said
Agreement, which is on file as a public record with the Agency
at 2000 Main Street, Huntington Beach, California, is
incorporated herein by reference.
This Memorandum is prepared for the purpose of
recordation and is not a complete summary of the Agreement or
Section 708. Provisions of'this Memorandum shall not be used
to interpret the provisions of the Agreement. In the event of
08/19/85
6780p/2273/00
Attachment No. 14
Page 1 of 2
f
I
conflict between this Memorandum and the provisions if the
Agreement, the provisions of the Agreement shall control.
CITY OF H=INGTON BEACH
By:
Mayor
"CITY"
ATTEST:
City Clerk
08/19/85 Attachment No. 14
6780p/2273/00 Page 2 of 2
STATE OF CALIFORNIA }
COUNTY OF ORANGE )
On this day of , in the year
1985 before me, the undersigned, a Notary Public in and for
said Stag, personally appeared ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed this
Instrument an the
(insert title of the officer)
(name of public corporation, agency or political subdivision)
and -acknowledged to me that the
(public corporation, agency or politital subdivision)
executed it.
Signature of Notary Public
Name typed or printed
08/19/85
6780p/2273/00
Attachment No. 14
n
should be exercised not to proceed with working
drawings until such time as comments or proposed
changes have been obtained from preliminary submittals
of schematic drawings, architectural renderings, plot
plans, landscape and irrigation plans. The LESSEE
shall submit a written narrative outline of the
intended improvements with a plot plan followed by
schematic architectural renderings and any other
material that will fully inform the.LESSQR (and all
governmental agencies whose approval is required with
respect to the development pursant to the Lease) as to
the architectural style planned, uses, and other
pertinent date.
Prior to initiation of preliminary drawings, LESSEE
shall contact the City's Department of Development
Services, Department of Public Works, and Fire
Department to ascertain whether the design,
construction, quality of materials, use and occupancy,
and location of the building as proposed, will comply
with City regulations. Said preliminary discussions
prior to the preparation of preliminary and subsequent
work drawings will eliminate misunderstandings as to
the final development.
Unless otherwise indicated, whenever data is submitted
for approval, the following number of copies shall be
submitted:
a. Schematic plans, preliminary plans, working
drawings:
(1) City Council and City Staff - one set
of reproducibles and three sets of
prints.
(2) Department of Development Services -
three sets of prints.
b. All other data, such as calculations,
reports, pencil renderings, etc.:
(1) Three sets.
The design and preparation of the final plans and
specifications for construction under the terms of,the
lease shall be by engineers, architects,'and landscape
architects duly licensed under the Business and
Professions Code of the State of California.
08/05/85A
6739p/2273/00
Attachment No. 3
D-2
U
I
2. Materials for Submission
a. Schematic Plans
Schematic plans shall include a site layout
to include building, landscaping, and other
features; schematic floor plan of the
structure, simple elevation of building,
architectural theme, and a detailed
description of improvements and method of
operation; and a general outline
specification indicating materials and
methods of construction and an estimate of
the total cost of improvements planned.
b. Preliminary -.Plans
Preliminary plans shall consist of the
following:
(1) A detailed site plan showing improve-
ments planned for the site. This plan
shall include any easements set forth
in the lease, location of all
utilities, and grade elevations of the
structure.
(2) Floor plans elevations of the proposed
structure.
(3) Schematic landscape plans.
(4) Complete outline specifications to
cover all phases of the work.
(5) A detailed cost estimate of all
improvements.
(6) Exterior color scheme.
(7) Colored rendering or model.
C. Working Drawings
These shall consist of the following:
(1) Complete architectural, landscape, and
engineering working drawings.
(2) Complete specifications.
08/05/85A
6739p/2273/00
Attachment No. 3
D-3
1)v
(3) Construction contract form.
%..� (4) Construction schedule.
d. "As Built" Drawings
One set of reproducibles shall be submitted.
3. Future Remodeling
Plans shall be submitted to LESSOR'S City
Administrator or designated representative for
approval, and approval must be granted in advance of
any construction, remodeling, alterations, or
additions undertaken throughout the term of the
lease. Approval by the City Administrator shall not
relieve the LESSEE of the obligation to obtain
appropriate permits from the Department of Development
Services (or other agency with jurisdiction) prior to
any work being done.
C. Approval of Schematic Plans, Preliminary Plans and Working
Drawings
All responsible City agencies involved with the review and
approval of plans shall promptly process documentation
submitted by LESSEE. Corrections or modifications required
shall be made and revised drawings re -submitted in the time
specified. Approval of plans and specifications will be based
on the following:
1. Permitted Uses
The uses proposed for the development must comply with
all ordinances and with the lease (or exhibits
thereto).
2. Architectural -Design and Landscape Development
Approval of the architectural design and Landscape
plans by the City will be based upon the adequacy in
which the design meets the requirements listed in
Section 11 of this criteria titled "Buildings" and
Section III titled "Property Work". The development
should serve as an attraction to draw pedestrians, as
well as prime destination point for users arriving by
automobile.
The entire development should have a design integrity
that creates a special character and unique
environment. Although the development must relate
08/OS/85A Attachment No. 3
6739p/2273/00 D-4
1% J
I
M
closely to all the surrounding uses, it must also have
a sense of place that gives it a special identity
within the larger shoreline environment.
3. Miscellaneous Considerations
Easements, setbacks, height limitations, and other
physical restrictions shall be in accordance with the
existing laws, the lease and the exhibits to the lease.
D. Issuance of Building Permits by the Department of
Development Services
After the LESSEE has received approval of his preliminary plans,
he shall contact the Department of Development Services, and
Health Department, for a preliminary discussion concerning the
proposed occupancy of the building and the type of construction
proposed. Such a meeting, prior to the preparation of the
final working drawings will minimize possible misunderstandings
and be in the best interest of all concerned.
After the LESSEE has completed his working drawings, LESSEE'
shall make application to the Department of Development
Services for a building permit and shall include sufficient
sets of prints of completed drawings to facilitate simultaneous
plan checking of all mechanical and electrical systems. The
LESSEE shall obtain and pay for all permits and plan check fees
required under the applicable building codes, including
plumbing, electrical, mechanical or other items of construction
as required by City ordinances. All licenses, plan checks,
permit, and inspection fees in connection with construction
shall be LESSEE's responsibility.
All inspection of work as required by code shall be requested
by the contractor to the Department of Development Services in
accordance with normal operating procedures.
II. BUILDINGS:
A. Architectural Theme
The objective of the design of any and all structures is to
enhance the environment of the complex by providing a unified
and distinct character, while meeting the needs of the LESSEE
and providing the needed services to the public. Architectural
theme shall be harmonious throughout the "Property" (as
Property is defined in the DDA).
To achieve this character, in addition to the
to be established by the City, the following
requirements have been established:
Design Guidelines
design
08/05/85A
6739p/2273/00
Attachment No. 3
D-5
09
1. The design will make use of ocean view and establish
ocean view corridors through the Project.
2. The appearance of the structure must be attractive
from all angles and from above.
3. All utility and mechanical equipment shall be screened
from view. All roof projections such as vents,
exhaust fans, ducts and pipes shall be gathered and
grouped together and housed in an enclosed structure.
4. Trash collection center of non-combustible materials
shall be located on an easily cleanable cement
surface. Said center is to be kept from public view
by use of a screening fence or wall not less than
seven feet in height and constructed so as to be
easily cleaned. Screen planting will also be required.
5. Service areas shall be so located and designed as to
be out of public view.
6. Building height shall not exceed 2 stories not to
exceed 25 feet above the height of the pier.
7. Television and radio antennas must not be visible to
onlookers.
III. SITE WORK
A. General
Property work includes paving, walks, fire hydrants,
landscaping and signs. It is essential that all of these
features be harmonious. Unattractive things, such as trash
collection centers, shall be screened from view. Signs must be
unobtrusive and tastefully designed and located. Textures and
finishes must complement the overall aesthetic quality of the
development.
B. Paved Areas
1. General
Parking areas and vehicle access ways shall be clearly
defined and identified, completely paved and graded
for drainage. Parking stalls shall be clearly marked
with painted striping. Concrete curb and gutters
shall be provided around all paved areas.
08/05/85A
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Attachment No. 3
D-6
T D A-
�.J
2. Parking and Vehicle Access Ways
The parking area layout shall be designed in
accordance with the Department of Development Services
standards.
3. Fire Lanes
Fire lanes shall be clearly posted pursuant to State
and City law.
C. Walks
All walkway areas within the lease areas shall be paved.
Walkway areas shall be defined as walks and those areas of
courts, patios, plazas, arcades, landings, terraces and porches
which will carry foot traffic.
Mixing the use of various paving materials is encouraged. The
surface treatment of concrete will provide for textures such as
salt rock, broom finish and exposed aggregate.
Width of walkways for main building entrance and walks leading
to secondary entrances of buildings, and walks around all
buildings, shall be a minimum width of 5 feet. Ramps may not
exceed 8 percent in grade. Surfaces of ramps shall have a
rough finish. All walkways must be adequately -drained.
D. Area Lighting
The design object of area lighting is to light landscape areas,
walls, structures and buildings for utilization and/or
decorative purposes. The light must not dominate above the
buildings and landscapes but blend in as an integral part of
the area. The public must view the buildings and landscape
plantings first and noticing the brightness of a light source
last, thereby creating a complimentary impression to the
overall appearance.
The lighting shall not constitute a menace to navigation by
either its location or type. All lighting shall be shielded
from adjoining properties when it would create an annoyance.
The average illumination levels for walkways shall be one
foot-candle. In all cases reasonably uniform illumination is
required. Use of adjacent light sources such as street
lighting shall be considered in design.
All lighting standards and fixtures are to be noncorrosive
materials or treated with a corrosion -proof material and shall
meet all American Standard Testing Materials (ASTM)
requirements.
08/05/85A Attachment No. 3
6739p/2273/00 D-7
The City encourages the usage of energy efficient light
y� fixtures.
• E. Landscape Development
The scope of the landscape design shall include a planting
program, an irrigation plan, treatment of paving, and the
planning of related amenities. The landscape design shall be
compatible with the entire shoreline development.
F. Restroom Facility for^ General_ Public
Restroom facilities for all other LESSEE structures shall be of
the best quality and conform to the requirements of the Uniform
Plumbing Code.
G. Signs
The design and placement of signs on the structures and within
the leased premises shall conform to the requirements of
applicable provisions of the Huntington Beach Municipal Code.
H. Pier Side_ Improvements ,
Subject to the provisions of part III of the Scope of
Development (Attachment No. 11 to the DDA), LESSEE shall
rehabilitate the existing City pier to render it structurally
sound and in conformity with the Uniform Building Code. The
LESSEE shall additionally provide structural supports for and
develop pads to be made available to LESSOR (without additional
payment therefor), all as part of LESSEE'S undertakings
pursuant to this Lease. LESSEE shall expend the sum of Two
Million Five Hundred Thousand Dollars ($2,500,000) in carrying
out its obligations pursuant to this Section III.H. The .
obligation imposed by this Section III.H. is the same and not
for an amount in excess of that required to be made available
by the Developer pursuant to the DDA.
I. Pier Access
LESSEE (and its agents and contractors) shall not obstruct or
impair free, safe public access to and over the entire pier
between the hours of 7:00 A.M. and 9:00 P.M. during
construction, and shall provide insurance coverage conforming
to Section 11 hereof which includes coverage of the pier during
such periods of construction.
08/05/85A Attachment No. 3
6739p/2273/00 D-8
Tbo9
r--
I ,
U8/05/8SA
6739p/2273/00 2
EXHIBIT "E"
City Lease
[To be Inserted]
Attachment No. 3
0
r REQUEST- Fr rI Y MUNMILREDF LOPMEN?*►AGENCY ACTION
APF&OYED IIY CITY COUNCIL
�. /� Gt Lc S T / 1 t CTo,►, G[..., ct'4 R Ii 8 5-3 9
Date. _ ,iguct 9, IQRS,_
CITY CLEILIC
Submitted to:
lionorabl a na City ,ouncil/Redevelopment Agency
Charles IV. Thompson, City Administrator/Chief Executive Off'cer
Submitted by:
Prepared by:
Douglas N. La Delle, Deputy City Administrator/Redevelopm
'
DISPOSITION AND DEVELOPMENT AGREEMENT - HUNTINGTON
Subject: PACIFICA DEVELOPMENT GROUP AND RELATED ACTIONS
Consistent with Council Policy? M Yes [ ] New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
Transmitted for the City Council/Redevelopment Agency's consideration is the
Disposition and Development Agreement with the Huntington Pacifica Development
Group and related documents and resolutions whizh, when adopted and implemented,
will lead to the development of improvements in the Main -Pier subarea of the
Blain -Pier Redevelopment Project Area,
RECOMMENDATION:
Redevelopment staff recommends that the following separate actions be taken:
(a) & (b) Conduct a joint public hearing on the Disposition and Development
Agreement and adopted appropriate resolutions between the City
Council/Agency and the Huntington Pacifica Development Group.
(c) Enter into an Exclusive Negotiating Agreement with the Huntington
Pacifica Development Group for the three acre site immediately east of the
DDA area for a one year period from August 19,1985 to August 18, 1986.
(d) Authorize staff to prepare and distribute a "Request for Qualifications"
proposal to enter into an Exclusive Negotiating Agreement with interested
developers for the six acre site immediately west of the DDA area, a
portion of the h1ain-Pier subarea of the Main Pier Redevelopment Project
Area. -
ANALYSIS!
ITEMS (a) do ( b). On August 20, 1984, the Redevelopment Agency entered into an
Exclusive Negotiating Agreement with Huntington Pacifica Development Group. This
agreement was subsequently extended for a 180-day period on November 19, 1984, and
additional 60-day periods on play 18, 1985 and July 15, 1985.
The Huntington Pacifica Development Group is proposing to develop at least Fifty
Million Dollars ($50,000,000) In Improvements exclusive of land value. This
development will include:
1. A first rate, high duality hotel of 300 rooms, with a minimum
leasable floor area of 205,000 square feet, with associated
retail shops, meetings rooms, banquet facilities and restaurant, _
including a minimum of 300 parking spaces beneath to the hotel.
Rli 85-39
August 9, 1985
Page Two
2. The project includes a retail commercial building with a
minimum gross leasable area of 15,000 square feet near the
intersection of Main Street and Pacific Coast Highway. The
development will include a Public Plaza of approximately
20,000 square feet and an elevated connecting pedestrian
walkway to a new Pier Side Village.
3. The Pier Side Village will consist of specialty commercial uses
with a gross leasable area of a minimum of 75,000 square feet,
plus a multiple -tiered parking structure with not less than 500
spaces. The developer is also proposing to provide structural
supports for new development pads to the city Pier which will
be used for new commercial activity.
The described development is proposed over a 14 acre area bounded by Walnut Avenue
on the north; Second Street on the east; and over to Lake Street, south of Pacific Coast
Highway; the city beach bike path on the south; and along the Pier inside of the
surfline; and Main Street an the west side. The project area boundary has been slightly
modified from the way it appeared In the Exclusive Negotiating Agreement by
eliminating the areas southeast of Second Street.
The details of the development proposal, along with the proposed Developer/Agency
contributions have been summarized and was distributed along with the Disposition and
Development Agreement for Agency review and consideration.
A 33433 Report has also been included as a requirement of the California Health and
Safety Code. This report Is required before any property of the Agency acquired
directly or indirectly can be sold or leased for development pursuant to a
redevelopment plan.
As part of the "Exclusive Negotiating Agreement," the Huntington Pacifica
Development Group has prepared a Final Report which shows a conceptual Master Plan
for the entire Main -Pier subarea and their status in regard to working with the property
owners in the area. To that extent, the developer has acquired or received letters of
commitment from the necessary two-thirds of the property owners owning two-thirds of
the property within an amended boundary of the original agreement area. The report
will be transmitted to the Agency as part of the updated packet of information for
review.
ITEM NO. (c). Request that the Agency enter into a new 12 month Exclusive
Negotiating Agreement for the three -acre area bounded by Second Street, the future
alignment of Walnut Avenue, Lake Street, and Pacific Coast Highway. This area was
part of the original Exclusive Negotiating Agreement with the Huntington Pacifica
Development Group; however, it was not included in the Disposition and Development
Agreement.
RIi 85-39
August 9,1985
Page Three
In working with the developer, it was determined that additional time would be needed
to conclude plans for this area and to better determine the marketability of
development in this area, as well as, to provide the developer an additional opportunity
to negotiate with the property owners.
To date, Huntington Pacifica Development Group has made contacts with several
property owners within the area. In addition, they are preparing alternative
development plans for this area based on the assumption that the Scope of Development
in the DDA Is obtained. Staff has met with the developers in the preparation of this
Agreement and will be prepared to make a report, as appropriate, at the August 19th
meeting.
ITEM NO. (d). Redevelopment staff is requesting that the Agency authorize the
solicitation of Request for Qualifications to selected developers for proposals regarding
the six -acre area bounded by Sixth Street, Walnut, Main Street and Pacific Coast
Highway, within the Main -Pier subarea.
The Disposition and Development Agreement, as drafted, does not include the entire
Alain -Pier subarea; therefore, in order to continue with the contiguous planning process
throughout the redevelopment project area, staff is recommending that a new Request
for Qualifications for developer proposals be distributed for the remainder of the
Main Pier subarea.
ENVIRONMENTAL STATUS:
Pursuant to Section 15262 of the California Environmental Quality Act, the proposed
agreement is considered a statutory exemption due to the fact that the development
proposal will require future entitlement before the city's Planning Commission. In
addition, the project area has been analyzed in Environmental Impact Report 82.2 for
the Downtown Specific Plan approved by the Planning Commission on February 15, 1983
and certified by City Council on July 18,1983 in an Environmental Impact Report for
the Alain Pier Redevelopment Plan approved by the Planning Commission on August 17,
1982 and certified by the Agency on September 7,1982.
FUNDING SOURCE:
The proposed agreement provides that the Developer will acquire all parcels within the
project area. The cost of any land acquisition by the Agency will be borne by the
Developer.
The agreement proposes that the city will have ccnstructed improvements to the water
delivery facilities in the downtown area and make all connections with the Developers
Improvements and pay actual costs up to $1,000,000.
RII 85-39
August 9,1985
Page Four
The agreement also calls for the city to have constructed underground utility
improvements in conjunction with the Developers Project and pay actual costs up to
$350,000. Funding to come from the Underground Utility District Funds.
The agreement states that the Agency is to provide funding for the relocation of
residents and businesses within the Project Area up to $1,000,000. Funding to come
from the U.S. Department of Housing and Urban Development Community Development
Block Grant Program.
The income received by the Agency as rent for replacement parking will be used to
partially finance the construction of new parking facilities within the downtown area.
In addition, the agreement provides for the pass through of all available tax increment
revenues generated for both project areas to their respective projects for a period up to
15 years, and pass through of all transient occupancy tax revenues to the hotel project
for a period of 10 years.
No funding sources are necessary at this time for Item Nos. 2 and 3 of this report.
ALTERNATIVE ACTION:
1. Continue action on the DDA and/or related documents and requests to allow for
additional review time
2. Direct staff to further negotiate specific points of the Agreement with the
developer.
3. Deny the approval of the agreement and/or related documents and authorize staff
to begin negotiations with other developers.
ATTACHMENTS:
1. ConceptuaI Site Plan.
2. Disposition and Development Agreement Summary Report.
3. 33433 Report.
4. Redevelopment Agency Resolution.-/�-/�s�
5. City Council Resolution.
6. Disposition and Development Agreement (transmitted on August 9, 1985, copies
available in the City Clerk's office).
7. Area Map for new Exclusive Negotiating Agreement.
8. Letter of Request for consideration from the Huntington Pacifica Development
Group.
9. Former Exclusive Negotiating Agreement. -
10. Draft Request for Qualifications for a new portion of the Main -Pier subsarea.
P%o
CWT/DLB/MA:lp
1199h
NOTICE OF A JOINT PUBLIC HEARING BY THE
CITY COUNCIL OF HUNTINGTON BEACH AND THE
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON
BEACH ON THE DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY AND HUNTINGTON
PACIFICA DEVELOPISENT GROUP
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach
and the Redevelopment Agency of the City of Huntington Beach will hold a joint public
hearing on Aug+ist 19, 1985, at T:30 P.M., in the Council Chambers, City Hall, 2000 Slain
Street, Huntington Beach, California, to consider and act upon the Disposition and
Development Agreement between the Redevelopment Agency of the City of Huntington
Beach and Huntington Pacifica Development Group and the lease and sale of the land
pursuant thereto. The Agreement provides for the development of a 300-room hotel,
15,000 square feet of retail commercial space along Main Street, a public plaza with a
pedestrian overcressing of Pacific Coast Highway, to 75,000 square feet of specialty
retail, including pier rehabilitation and possible pier expansion, within the Slain -Pier
Redevelopment Project Area. Descriptions of tt_e sites can be found in the Agreement.
7lie terms of the lease and sale of property between the Agency and Huntington
Pacifica Development Group are set forth in the Agreement.
The proposed projects are covered by a final Environmental Impact Report for the
Main -Pier Redevelopment Project Area for which a Notice of Preparation was filed on
May 6, 1985.
Copies of the Disposition and Development .agreement and the Environmental Impact
Report are on file for public inspection and copying for the cost of duplication at the
office of the City Cleric, City of Huntington Beach, 2000 Main Street, Huntington Beach,
California, between the hours of 8:00 A.M. and 5:00 P.M., Monday thru Friday, exclusive
of holidays.
Interested persons may submit written comments addressed to the City Cleric of the
City of Huntington Beach, Post Office Box 190, Huntington Beach, California 92648, prior
to the hour of 5:00 P.M. on August I6, 1985.
At the time and place noted above, all persons interested In the above matter may
appear and be heard.
T_-A1M
1154h
4.:CoJSt 1b ffli.S
blished Orange Coast Daily Pilot
CITY OF HUNTINGTON BEACH
By: Alicia M. Wentworth
City Clerk
.Authorized to Publish Advertisements of all kinds Including public
notices by Decree of the Superior Court of Orange County,
California, Number A-6214, dated 29 September, 1961, and
A-24831, dated 11 June, 1963
STATE OF CALIFORNIA
County of Orange Publ,c NOtiCe Advenitlinq covered
by this enldevit le Set in 7 point
with 10 pica column width
I am a Citizen of the United States and a resident of
the County aforesaid, I am over the age of eighteen
years, and not a party to or interested in the below
entitled matter I am a principal clerk of the Orange
Coast DAILY PILOT, with which is combined the
NEWS -PRESS, a newspaper of general circulation,
printed and published in the City of Costa Mesa,
County of Orange, State of California, and that a
Notice of A ,Toi n-l- Puhl i r. HP ri ng
of which copy attached hereto is a true and complete
copy, was printed and published in the Costa Mesa,
Newport Beach, Huntington Beach, Fountain Valley,
Irvine, the South Coast communities and Laguna
Beach issues of said newspaper for 2
consecutive weeks to wit the issue(s) of
A„q„ igt- S , 1985_
August 12 , 198 5
, 198
, 198
, 198
I declare, under penalty of perjury, that the
foregoing is true and correct.
Executed on August 14 , 198 5
at Costa Me , California.
gk&a
Signature
,GROUP
j NOTICE IS H
GIVEN that the City
of the City of Hu
,.Beach and the Re
ment Agency of the City of
Huntington Beach will hold a
joint public hearing on
August 19, 1985, at 7.30
P.M„ in the Council
Chambers, City Halt, 20W
Main Street, Huntington
Beach, California, to con-
sider and act upon the Ols-
position and Development
Agreement between the Re-
development Agency of the
City of Huntington Beach
and Huntington Pacifica De-
velopment Group and the
lease and sale of the land
pursuant thereto. The
Agreement provides for the
development of a 300-room
hotel, 15,000 square feet of
retail commercial space
along Main Street, a public
P.
with a pedestrian over -
crossing of Pacific Coast
Highway, to 75,000 square
feet of specialty retail, in-
cluding pier rehabilitation
and possible pier expansion,
within the Main -Pier Re-
development Project Area
Descriptions of the sites can
be found In the Agreement
i The terms of the lease and
sale of property between the
(Agency and Huntington Pa-
�oifica Development Group
are at
forth In the Agree -
The
th
roposed projects are
I by a final En-
intal Impact Report
e Main -Pier Be-
ment Project Area
:h a Notice of Preo-
lent and the Environmental
npact Report are on file for
,ublic Inspection and copy
ig for the cost of dupli-
ation at the office of the
,Ity Clerk, City of Hunt-
igton Beach, 2000 Main
itreet, Huntington Beach,
,aitfornia, between the
lours of 8:00 A.M. and 5 00
0 M , Monday thru Friday,
exclusive of holidays
Interested persons may
ubmlt written comments
Adressed to the City Clerk
If the City of Huntington
leach, Post Office BOX 190,
3allfornla 92648, prIoMo the
,our of 5.00 P.M. on August
16, 1985
At the time an + place
toted above, all persons
nterested In the ab6i[e mat
er may appear afid beA
ieard
.._._.........may � Knee
,
r
__ _ __�•• _� i_ . _� _J J I "WALNUT -MAIN PORTION" � --
lFf
;�_ �•:.:q= 'e,1ti-i#'��'rs 1 ran1��,L�rrLFar��� __
MAIN -PIER REDEV
HUNTINGTON BEACH, CALFORNIA
K04TW 3TON PAC FICA DEVELOPWW Q90(P
A
z
3
z
O
�4
"IM 1' : W
ELCPNENT PLAN
M. Pa,"
��.solo+to„
RESOLUTION NO: 123
A RESOLUTION OF THE REDEV-ZLOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH APPROVIN3 THE
• CCr:VEYANCE BY MEANS OF SALT, LEASE; OR LEASE
WITH OPTION OF CERTAIN REAL PROPERTY
PURSUANT TO A DISPOSITION: 707D DEVELOPMENT
AGREEMENT BY AND AMONG THE HUNTINGTON BEACH'- -
.AGENCY, THE CITY OF HUFTIhCTON BEACH, ArD
HUNTINGTON PACIFICA DEVELOPMENT GROUP
WHEREAS, the Huntington Leach Redevelopment Agency (the
"Agency") is authorized to conduct redevelopment activities within
the ?Main -Pier Redevelopment Project Area (the "Project Area"),
which activities include the acquisition and conveyance of real
property for private development; and
The Agency desires to enter into a Disposition and Development
Agreement (the "Agreement") with the City of Huntington Beach (the
"City") and Huntington Pacifica Development'Group, a California
general partnership (the "Developer"); which Agreement provides
for the transfer by lease, lease with option to purchase, and deed
of certain portions of the Project I:rea generally situated along
Pacific Coast Highway at or near its intersection with Main
Street, and the provision of public plaza, pedestrian overpass and
other public improvements; all as set forth in greater
particularity in the Agreement; and
} The Agency and the City Council of the City ("City Council")
have conducted a duly noticed joint public hearing regarding the
proposed lease with option to purchase in accordance with
California Health and Safety Code Sections 33431 and 33433; and
The staff report pertaining to the Agreement, which has been
on display prior to the joint public hearing in accordance with
Section 33433 of the California Health and Safety Code, contains a
detailed description of the provisions of the Agreement; and
The Agreement provides for t
improvements, the cost of which
infeasible without the financial
he development of certain public
renders such improvements
participation by the Agency; and
Pursuant to the Agreement the Agency shall provide certain
pier improvements; plaza improvements, pedestrian overpass, and
other improvements of public benefit (collectively, the "Public
Improvements") which Improvements are enumerated in the
Redevelopment Plan and will be cf benefit to the Project Px ea:
NOW THEREFORE, the Redevelopment Agency of the City of
Huntington Beach does hereby resolve as followz:
Section 1: The acquisition and combination of parcels
provided in the Agreement is necessary and appropriate to create
an economically viable development unit.
Section 2: The Redevelopment Agency finds and determines;
based upon t e testimony and information presented during the
public hearing with respect to the Agreement; that the
consideration for the real property to be transferred to the
Developer by deed; lease; or lease with option (as applicable)'" �-
constitutes the fair market value thereof determined at the
highest use permitted under the Redevelopment Plan for the Project
Area based upon the covenants and restrictions established by the
Agreement: The Redevelopment Agency further finds that the
provision the Public Improvements as provided for in the Agreement
is necessary to effectuate the purpose of the Redevelopment Plan
applicable to the Project Area and approves the provision of such
improvements by the Agency:
Section 3: The Redevelopment Agency hereby approves the
Agreement anU all of its provisions including without limitation
the attachment thereto and authori--es the Chairman and the
Executive Director to execute all documents referenced in the
Agreement, necessary to effectuate the provisions of the Agreement:
PASSED and ADOPTED this 19th day of August , 1985.
ATTE-IT :
Agency C er
REVIEWED AND APPROVED:
Chief Executiv-e-OffWer
z 129,51
1
�v
Chairman
RFPROVED AS TO FORA.:
�
Agency Attorney G�_
INMATED "AND APPROVED:
�, Director o
development
2:
i
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF HUNTINGTON BEACH)
R No. 123
I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the
City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing
resolution was duly adopted by the Redevelopment Agency of the City of
Huntington Beach at a meeting of said Redevelopment Agency held on the
19th day of August- 19 85, and that it was so adopted
by the following vote:
AYES: Members:
Kelly, macAllister, Mandic, Bailey, Finley, Green, Thomas
NDES: Members:
None
ABSENT: Members:
None
�,4' j /-, 6, - �-- � &�
Clerk of the Redevelopment Agency of
the City of Huntington Beach, Ca.
`%
33433 REPORTS
ECONOMIC ANALYSIS
DISPOSITION AND DEVELOPMENT AGREEMENT
MAIN -PIER MIXED USE PROJECT
Prepared for
HUNTINGTON BEACH REDEVELOPMENT AGENCY
Prepared by
KEYSER MARSTON ASSOCIATES, INC.
AUGUST, 1985
r �- • r • a • • a • r• as a
Prepared for
BEACH RUEVELOPMENT AGENCY
2000 Main Street
Huntington Beach, California
By
PEYSER MAF67av ASSOCIATES, PC.
550 South Hill Street, Suite 980
Los Angeles, California 90013
and
.55 Pacific Avenue Mall
San Francisco, California 94111
and
7690 E1 Casino Real, Suite 202
.Carlsbad, California 92008
Richard L Botti
Calvin 1~ Eollis. t[
S,k% DIEGO 619M2.43W
Hrinz A. Schilling
SAY FRANCISCO413/..M-;tt150
Timothy C. Kelly
A.Jerry Keyser
Michael Marston
!Cate Earle flunk
Robert J.Wetmorr
Myjhq&ggnl2q, 1995
Mr. Doug LaBelle
Deputy City Administrator/Redevelopment
Huntington Beach Redevelopment Agency_
2000 Main Street
Huntington Beach, California 92648
Dear hr. LaBelle:
550 South Hill street. suite 980
Los AngekiXali[ornia 90013
213/622•8095
In accordance with your request, Keyser Marston Associates, Inc. is pleased to
submit this economic analysis of the proposed Disposition and Development Agree-
ment for the Walnut -Main hotel/retail complex and the Pier Side Retail complex
to be located in downtown Huntington Beach.
The purpose of our analysis was to determine whether the proposed ground lease
terms and level of Agency assistance contained In the proposed DDA is warranted
on the basis of the expected project economics, including the impacts of the ex-
traordinary restrictions required by the Agency. The fallowing report details
the development restrictions required by the Agency that impact the project
economics, the estimated costs and revenues generated by the proposed projects,
and the estimated return on total investment being provided to the developer.
on the basis of our analysis of the economic terms included in the DDA, it is
our opinion that the proposed Agency assistance reflects fair and reasonable
compensation to the developer considering the Agency restrictions on the scope
and quality of the' development, and the requirement to incur extraordinary
development costs that would not typically be incurred with similar projects.
our conclusion, however, is based on strict adherence to development restric-
tions and conditions contained in the report, and in the event the Agency
restrictions or requirements are changed significantly, or construction is not
commenced on both projects within twelve months of the signing of the DDA, the
findings of our analysis are subject to reevaluation.
.�.—.. _ - - ,_ �__ R alFnatePtrdeve! valuatic+n wires
We appreciate this opportunity to assist you, and will be happy to answer any
+ questions you may have.
Yours very truly,
KEYSER MARSTON ASSOCIATES, INC.
Richard L. Botti
Kathleen H. Head
RLB/KHH:ip
V
e c amtonAss, ociatesIroc.
Y
TABLE OF CONTENTS
COVER LETTER
page
I. SUMMARY OF SALIENT FACTORS AND CONDITIONS............ I
II.. NATURE OF THE ASSIGNMENT............... ............... 7
III. DESCRIPTION OF EXISTING ENVIRONS ..................... 9
IV. DESCRIPTION OF THE SITE AND PROPOSED DEVELOPMENT..... 10
V. DEVELOPMEN7 ECONOMICS ................................ 13
VI. CONCLUSIONS .......................................... 26
VII. CERTIFICATION ........................................ 27
1. SLr11AW OF SALIENT FACTORS AND CONDITIONS
Assignment
To analyze the economic terms contained in the proposed Dis-
position and Development Agreement (DDA) between the developer
and the Huntington Beach Redevelopment Agency for the Walnut -
Main hotel site, and the Pier Side Retail Site, and conclude
whether or not these economic terms represent fair and ap-
propriate consideration given the required scope of develop-
ment and the restrictions contained in the proposed Disposi-
tion and Development Agreement.
Proiect
Description
The scope of the proposed development encompasses two projects
that will be built concurrently. The total. development, in-
cludes the following major components.
Hotel/Retail Co@plex
1. A first quality hotel containing 300 rooms.
2. 15,000 square feet of _.retail shop space fronting Main
Street.
3. Parking for 330 cars to serve the needs of the hotel.
4. A public plaza along Hain -street of 5,000 square feet.
Pier Side -Retail
1. A minimum of 50,000 square feet of rentable area on an
elevated structure to be built by the developer.
2. -A minimum of 25,000 square feet of restaurant space lo-
cated on the expanded Huntington Beach Pier.
3. 500 on site parking spaces for use of retail/restaurant
customers.
Land Area
The Walnut -Hain site to be purchased by the developer consists
1
I I i t I *WALNUT -MAIN PARTtnwn
MAIN - PR:K HrI )tVt: L PLAN
HMTlNGTON BEACfl, CALFOANIA
li RITPOGTCH PAC* ICA OEYEt Oek9W 09M IF
C
C
• .. .. J ..0 . ,_ . ., _.
r
r
Locates
Zoning
Present
Development
Restrictions
of 1.65 acres, and the Pier Side Retail site to be leased from
the Agency consists of approximately 4.0 acres,
The hotel/retail development parcel is located between Main
and Third Streets, and between Pacific Coast Highway and Wal-
nut Sreets. The Pier Side Retail'is located on -the ocean side
of Pacific Coast Highway between Main Street and "take. The
site plan on the facing page illustrates the location and con-
figuration of the proposed development.
The hotel/retail site is currently zoned within the Downtown
Specific Plan District 3 classification. This district_ allows
sized use development. The allowable uses which can be in-
tluded in a mixed use project on the subject site are office,
visitor serving commercial and hotel. . The Pier Side Retail
site is currently zoned within the Downtown Specific Plan Dis-
trict 10. This district allows commercial development. The
allowable development for the Pier Side Retail site must be
visitor and pier related uses.
The vast majority of the. hotel/retail development parcel is
currently developed With small underutilized 'retail
establishments, and a minor amount of residential use. A res-
taurant and major lifeguard station is currently located on
the Pier Side Retail site, it is assumed -that the improvements
on the hotel/retail parcel and the Pier Side Retail site will
be demolished upon conveyance of the fee interest or leasehold
interest to the developer. It is further assumed that the
developer will be responsible for the costs required to
reconstruct the lifeguard station at another location. -
The DDA specifies the minimum size and quality level of each
of the projects. These standards are summarized in the
development restrictions that follow. These restrictions as-
suse that the construction begins within 12 months of the
signing of the DDA. If construction is not started as
indicated, the. minimum dollar standards required for the
2
proposed development will need to be modified.
Hotel / Retai!_Prgiec_t Standards
1. The hotel must contain at least 300 rooms and at least one
major first quality restaurant.
2. The hotel must be of high quality standards, conforming to
the following guidelines:
a. The furnishings, fixtures and equipment expenditures,
exclusive of electronic equipment, phones and cash
registers must equal at least $16,000 per guest room.
b. The cost of furnishing the actual guest rooms must to-
tal at least $5,000 per guest room.
C. The Quest rooms must be at least 15 feet wide from the
center line. The guest rooms must have a total area
of at least 420 square feet per room.
d. The gross building area must be at least 205,000
square feet for the 300 room hotel. In the event the
number of rooms is increased from 300 rooms, the total
gross building area per room oust average 685 square
feet including the lobby, the restaurant and coffee
shop space, and other common -areas.
3. A hotel franchise and operator must be identified and ap-
proved by the Redevelopment Agency before the construction
begins.
4. A minimum of 15,000 square feet of retail space oust be
provided adjacent to the hotel complex. .
5. A 20,000 square foot plaza must be provided in conjunction
with the hotel/retail development, and 5,000 square feet
of this space must be a public plaza along Main Street.
6. 330 parking spaces must be provided by the developer to
serve the hotel/retail complex.
Pier
Side
Retail
Project
1.
The
Pier
Side Retail complex must contain a minimum of
3
75,000 square feet of retail space to a maximum of 100,000
square feet. 25,000 square feet of this space must be lo-
cated in restaurant space on the pier addition to be built
by the developer.
2. The Pier Side Retail space must be of high quality similar
.in nature to the developer's retail project in long Beach.
�- The structures must cost at least $75 per square foot•to
construct, exclusive of land. The tenant improvements
costs gust be at least $25 per square foot of building
area.
3. 500 parking spaces must be provided on site to meet the
needs of the retail complex. Additionally the developer -
must pay to replace 300 beach parking spaces that will be
eliminated as a result of this project. This requirement
is being met by a $100,000 annual payment to the City of
Huntington Beach:
4. The developer must contribute $2.5 million to the costs of -
expanding the Huntington -Beach Pier.
5. The lifeguard station and Office space that will be
eliminated as a result of this project must be replaced at
the developer's expense.
General -Condition
1. Construction on the project must commence Within 12 months
of the signing of the DDA. In the event that construction
has not begun within -this period, the conclusion with
E respect to the appropriateness of the economic terms of
! the DDA are subject to reevaluation.
2. The developer must construct a -pedestrian bridge spanning
Pacific Coast Highway, connecting Main Street to the Hun-
tington Beach Pier.
3. The developer is respon-sible for all on -and off- site im-
provements required by the development. These improve-
ments include sidewalks, street lighting, curbs, gutters,
street improvements, undergrounding of utilities, improv-
ing water -delivery systems, and surface and structured
parking improvements. The City and or Agency will make
available up to $1.35 million to meet the costs of improv-
ing the water delivery system and undergrounding utilities.
4
Agency
Obligations
4. The developer is responsible for providing landscaping
that meets the established Huntington Beach city ordinance
for the project setback areas and the public right of ways.
5. The developer is responsible for all tenant relocation
costs and the City or Agency will make available uo to
$1.0 million to offset these costs.
1. The Agency will acquire those parcels within the Walnut -
Main site which the developer is unable to acquire, for
subsequent resale to the developer. The developer is to
pay for all costs associated with acquisition of any par-
cels by the Agency.
2.. The Agency will rebate lOOZ of the transient occupancy
taxes generated by the Walnut -Main site during the first
10 years of hotel operation.
3. The Agency will rebate 772 of the tax increment revenues
generated by the Walnut -Main project during the 10 years
following construction. In the event that the developer's
return on total investment is riot higher than 17.OS in the
loth year, the rebate will continue until the 15th year.
4. The Agency will rebate 77% of the tax increment revenues
generated by the Pier Side Retail. project during the 10
years following construction. In the event the developer
has not achieved a 15.0% return on total investment in the
loth year, the rebate will continue through the 15th year.
5. The Agency will enter into a ground lease with the
developer containing the following terms:
Period
Construction
Yrs 1-3
Yrs 4-b
'ninon r n
Leame
S28b,000
$286,000
Greater of
$300,000 or
$4 per sq.ft.
total GBA
Percents e
VS. gross income
5
Date of
Anal is
r
Minimum Ground Percentage X
Period Lease vs. gross income
After Yr. 6 Minimum ground 15%
lease increased
annually by
75% CPI
The property was last inspected on July 29, 1985. The date of
this analysis is August 1, 1985.
6
11 NATURE OF THE ASSICN1NT
A. Purpose
The Redevelopment 'Agency of the City of Huntington Beach, in carrying
out the Redevelopment Plan for the Downtown Huntington Beach. !lain
Street area has embarked on a multi- phased development program. The
major objectives of this program are to revitalize the retail uses
along Maio Street and to add uses that will increase the diversity and
environmental quality of the area. This will enhance the image and
economic strength of both Hain Street and the existing Huntington
Beach Pier.
In meeting these objectives, the Agency is in the process of initiating
several major projects in the downtown. These include a major
residential/retail project along Clain Street, a major first quality
hotel and a specialty retail center which includes expansion of the
Huntington Beach Pier. The purpose of this report is to analyze the
disposition terms related to two of these projects: the 300 room first
quality hotel, and the specialty retail center.
B. Approach
A review of the economic/disposition terms contained in the Proposed
Disposition and Development Agreement was undertaken in order to deter-
mine the impacts of these terms on the economic feasibility of each of
the projects. The expected costs and revenues of each of the projects,
including the extraordinary costs required by the Agency, were analyzed
in conjunction with the estimated Agency assistance in order to deter-
mine whether the restrictions and assistance proposed in the DDA were
reasonable considering the risks associated with each project.
This analysis assumes that the Agency is interested in establishing dis-
position terms that will result in near term development meeting the
Agency's standards established for the projects, i.e. the DDA will not
allow land speculation or development quality of average or below
average.
In addition the basic assumptions behind this analysis are as follows:
1. The developer will adhere to the schedule of performance included as
Attachment 5 of the DDA.
2. Both parties are well informed and 'Weil advised and each acting pru-
dently in what he/she considers is his/her own best interest.
3. The property will be assembled and cleared in a reasonable time so
7.
as to preclude a major change in market conditions.
4. Financing, if any, is on teres generally available in the community
for the use proposed at the date the property is ready for
construction. No tax exempt financing is assumed.
5. The seller is a public agency having definite controls over the
development. Due to the complexity of the overall plan of
development, the developer must contend with a series of regulations
and controls which 'are not common in the conventional real estate
market. The Agency must maintain a .continuing surveillance with
respect to the ability of the developer to perform within the
prescribed conditions.
6. The ODA can -impose extraordinary development restrictions and/or
requirements. Accordingly, the anticipated return must reflect the
advantages created by the project as well as the requirements and
limitations on land uses to be imposed on the developer by the
public agency.
]. The property, when assembled, is free and clear of all encumbrances,
special assessments and liens.
8
r
I I I DESMPTICN CF EXISTING ETNIRCM
The subject sites are located in downtown Huntington Beach, which histori-
cally served as the civic and commercial center for what was then a small,
somewhat isolated coastal community. In the late 1960's and early 1970's
as coastal Orange County was in a period of rapid 'urbanization, Huntington
Beach was one of the fastest growing cities in the nation. however, the
bulk of the growth occurred on the large tracts of available vacant land
widely dispersed throughout the inland portions of the City.
Recent commercial and residential growth has been oriented inland not only
as a reflection of the availability of land, but also of the impact that
the freeway systems have' had on land use patterns. As rapid growth oc-
curred throughout Huntington Beach during this .period, the downtown area
experienced little commercial activity, and downtown Huntington Beach
declined in relative isportance.as a major commecial center. Moreover, the
existing facilities are, even with its coastal enviroment, of insufficient
size or uniqueness to create the regional impact necessary- to successfully
compete in Orange County.
The downtown area has the major advantage of a coastal location offering
excellent ocean views and beaches in one of the most diverse and •desirable
areas in the nation. However, given the lack of strong commercial activity
in the downtown and the emergence of other commercial centers, development
of the size and scope being proposed clearly represents a pioneering
venture, and is not without significant risk. The inherent risks are
mitigated to a certain extent by the lack of available competitive coastal
locations for new retail and hotel development. However, with the possible
exception of restaurants, there is not an established market base for these
new uses. As such, the new uses must create their own market, and be of
such a quality level as to establish a base of support from the Orange
County region as a whole.
9
A. Description of the Subject Property
1. Ownership
The sites included in the hctel/retail parcel are currently owned
by a number of private entities, including the developer.
Additionally, the City of Huntington Beach owns approximately 2/3
of an acre of land which is adjacent to the development parcel and
could be made available for up to 3 years to meet the parking needs
of the hotel/retail project. At the present time, the developer is
in the process of acquiring the remaining. privately owned sites
.that are a part of the development parcel. It is the assumption of
this analysis, that the the Huntington Beach Redevelopment Agency
will assist, where necessary, in'the acquisition of the remaining
portion of the site, but that the developer will be responsible for
payment of the full acquisition costs.
The Pier Side Retail site consists of beach property that is owned
by the City of Huntington Beach. It.is assumed the Agency will
lease the property from the City for subsequent release to the
developer on the basis of a long term ground lease.
2. Legal Description
No legal description of the property was furnished to us.
Therefore, we are assuming that the hotel/retail site consists of
1.65 acres, and that the Fier Side Retail site consists of 4.0 acres.
3. Soil
No soil bearing tests have been furnished for the subject site. No
soil problems are known to exist on either the hotel/retail site or
the Pier Side Retail site. However, a contingency allowance has
been provided in the financial analysis to account for the uncer-
tainty inherent in building a deck for the retail structure on the
ocean side of Pacific Coast Highway.
4. Utilities
It is assumed that all public utilities are available to the site in
capacities adequate for the proposed uses on the sites, with the ex-
ception of water delivery facilities for the Pier Side Retail site.
The Agency will provide a maximum of $1 million to construct the
necessary water delivery facility. The developer must also under-
ground the utilities that are required for each of the projects.
10
The Agency will provide funding to a maximum of $550,000 to cover
'~ the costs of undergrounding utilities.
5. Zoning
The hotel/retail.parcel is located in the- Downtown Specific Plan
District 3. This district allows for nixed use development which
can include office, hotel, visitor serving retail and residential
uses. The Pier'Side Retail parcel is located in Downtown Specific
Plan District 10. This district allows pier related retail uses.
B. Description of Improvements
The proposed hotel/retail complex in conjunction' with the pier Side
Retail complex, represents a large scale effort to revitalize the
oceanfront section of'downtown Huntington Beach into a major oceanfront
serving com'sercial.center.
In an attempt to -ensure that the objectives of the Agency are met with
the construction of these two projects, the DDA requires that each of
the uses contain a minimum size and quality standard and that each of
the projects are built in one -phase. The minimum sizes of each of the
uses are- summarized in the development restrictions included in this
report: However, at the present time there is a degree of uncertainty
regarding the size of the pier side retail component of the overall
project. Therefore, for the purpases of this analysis of the project
economics, the Pier Side Retail components will be evaluated on the
basis of the minimum size allowed by the DDA of 75,000 square feet,
including 25,000 square feet of restaurant space on the pier. The total
proposed development of the two projects consists -of the following uses:
Utel / Retail Complex
1. A 300 room first quality hotel with at" least one first quality
restaurant.
2. 15,000 square feet of retail space adjacent to the hotel and front—
ing on Clain Street.
3. 330 parking spaces to meet the needs of the hotel and retail space.
4. 20,000 square feet of open space, of which at least 5,000 square
feet must be a public plaza along Hain Street.
Peer side Retail
1. A minimum of 75,000.- square feet of gross building area of which a
minimum of 25,000 square feet must be restaurant 'space located on
11"
the Huntington Beac� Pier, with the remaining space to be built on a
deck aboveground, adjacent to the Pier.
2. 500 parking spaces located below the retail deck structure.
12
V DLVELONOtENT EC CN)MICS
An analysis of the -development economics of the proposed .hotel/retail and
Pier Side Retail complexes was performed to determine if the economic terms
of the disposition agreement provide a return on total investment that is
adequate to compensate the developer for the risk inherent in developing
the projects of the magnitude proposed. To determine the developer's
return on total investment, the expected development costs including land
and construction costs Were determined in conjunction with the extraordi-
nary costs required by the Agency. . These extraordinary or unusual costs
include the requirement that the developer fund a portion of the restora-
tion of the Huntington Beach Pier, the construction of a pedestrian bridge
`' spanning Pacific Coast Highway, the construction of a public plaza along
Main Street, the replacement of a major lifeguard station, and the require-
ment to pay for a portion of the costs• of replacing the existing beach
parking.
The warranted return to the developer in each of the projects is a function
of the projected net operating revenue generated by the project, including
assistance by the Agency, and present and anticipated money market
conditions. These factors are considered in conjunction with the level of
risk involved in each of the projects to determine if the developer returns
are sufficient to warrant undertaking the project. The developer return is
r
measured using an Internal Rate of Return (IRR) as the basic measure. The
IRR is a measure based upon the present value of future revenues. Based
upon current money market conditions, current inflation assumptions and the
assessment of project risk, the appropriate IRR for the specialty retail
project is 15 to 15.5%, with a 17 to 17.5% return required for the
hotel/retail project.
The following subsection outlines the expected costs and revenues to be
generated by the proposed hotel/retail and Pier Side Retail complexes in-
cluding the extraordinary costs required by the Agency, and presents the
expected developer return on the total investment required in the project.
r
A. HOTEL / RETAIL COMPLEX
1. Agency Assistance to Project
Recognizing the fact that the construction of a major first quality
hotel in downtown Huntington Beach represents a pioneering venture
that carries a high degree of inherent risk, the Agency has agreed
to provide financial assistance to the development. This ass!,-,,
tance is in the form of a rebate of property taxes and transient
occupancy taxes generated by the hotel/retail complex. The terms
of the rebate are as follows:
13
TABLE I
ESTIMATED DEVELOPMENT COSTS
HUNTINGTON BEACH MIXED USE PROJECT
- HOTEL/RETAIL COMPONENT
HUNTINGTON BEACH, CALIFORNIA
LAND
72,000
SF
155.00 /SF
DIRECT
ON -SITES
I.-,000
SF
$10.00 /SF
OFF -SITES
ALLOWANCE
BUILDING SHELL
HOTEL
300
lo0M5
l50,000 /ROOM
RETAIL
15,000
SF
$45.00 /SF
BRIDGE
ALLOWANCE
TENANT IMPROVEMENTS
FFE
3DO
ROOMS
:17,500 /ROOM
RETAIL
15,000
SF
A10.00 /SF
PARKING
SURFACE
0
SPACES
$2.00 /SF
STRUCTURED
330
SPACES
$7,500 /SF
SUBTERRANEAN
0
SPACES
39,100 /SF
TOTAL DIRECT COSTS
INDIRECT
ARCH,ENG,PERMITS i FEES
SHELL
5.009
DIRECT
C3ST LESS
FFE'S
FFE DESIGN
8.00Z
DIRECT
COST FFE'S
INTEREST DURING CONSTRUCTION
FINANCING FEES
0.03
POINTS
LEGAL/CLOSING
0.50Z
DIRECT
COST
LEASING COMMISSIONS (RETAIL)
15.001
RETAIL
GEI
WORKING CAPITAL
ALLOWANCE
PREOPENING EXPENSES
ALLOWANCE
FRANCHISE FEES
ALLOWANCE
TAXES/INSURANCE
1.00i
DIRECT
C9ST
DEVELOPMENT MANAGEMENT
2.00Z
DIRECT
C331
CONTINGENCY
5.001
DIRECT
C3ST
TOTAL INDIRECT COSTS
TOTAL DEVELOPMENT COSTS
(LESS) TAX INCREMENT REBATE
77.001
TAX INCREMENT
NET DEVELOPMENT COSTS
OR SAY
$3,960,000
t100,000
50,000
15,000,000
675,000
75,000
5,250,000
150,000
0
2,475,000
0
123,775,000
$926,000
420,000
3,009,000
963,000
119,000
51,000
500,000
250,000
50,000
238,000
476,000
1,189,000
S8,191,000
135.926,000
292,000
3S,63t,000
135,630,000
a. The Agency will rebate 100% of the transient occupancy tax gen-
erated by the development over the first 10 years of hotel
operation.
b. The Agency will rebate 77% of the property tax increment
revenues generated by the hotel/retail project over the first
10 years of operation.
c. In the event that the developer has not received an overall IRR
of 17.OX return on total investment by the end of the loth year
of operation, the property tax increment rebate will continue
for another 5 years.
i
2. Devel_o2ment_Costs
Table 1, on the facing page presents the projected development costs
for the 300 room hotel and 15,000 square foot retail area proposed
for the Main -Walnut site. These costs are based in part on recent
construction of similar uses in the Southern California are, and in
part on the basis of interviews with developers who are currently in
the process of constructing similar uses in various locations
throughout Los Angeles and Orange Counties, As illustrated in Table
1, the net development costs are estimated at $35.63 million. The
major assumptions used to determine this development costs estimate
.. are as follows:
a. Land acquisition costs are estimated at $55 per square faot of
land area. - It is assumed that 72,000 square feet of land will
be required for the hotel and retail project.
b. Direct construction costs are broken down as follows:
i. Shell costs for the hotel are estimated at $50,000 per
room. This cost level is representativeof the minimum
costs required to build a hotel to the Agency mandated
quality standards.
ii. Furnishings, fixtures and equipment costs are estimated at
$17,500 per unit including electronic equipment, of which
$5,000 per room is allocated for furnishing the gue_.
rooms. These costs are reflective'of the quality level
required for this type of hotel.
iii. The retail shell costs are estimated at $45 per square
foot. This level of cost is indicative of typical retail
construction costs with an additional allowance to reflect
the exterior upgrades required by the Agency.
-► 14
iv. Retail tenant improvement costs are estimated at $10 per
square foot. this level of tenant improvements is con-
sidered sufficient to attract the small users who will be
attracted to the 15,000 square feet of retail space.
v. The direct construction costs foi the 330 required parking
spaces is $7,500 per space. This cost per space includes
the pro rata cost of the land area required for the
garage, plus the direct costs attributable to constructing
structured parking.
vi. on sites expenditures are estimated at 410 per square
foot. This estiaate includes the cost of constructing the
5,000 square foot public plaza.
vii. One half of the estimated expenditures attributable to
constructing the pedestrian bridge across Pacific Coast
Highway are assigned to the hotel/retail complex. The pro
rata share of the direct construction cost is estimated at
$75,000.
C. Indirect construction costs are broken as follows:
i. Architecture, engineering, permits and fees expen-
dituresare broken down into categories. The basic A b E
fees which are attributable to the hotel and retail are
estimated at 5% of direct costs, less the direct
furniture, fixtures and equipment fees which are estimated
at 8%. This reflects the increased design costs required
for the interior portion of the hotel.
ii. Interest during construction is calculated on the
basis of construction financing at 12.5% interest on 100:
of the development costs including land acquisition. It
was assumed that the project would be under construction
for 16 months, and the average loan balance outstanding
would be 60%. Interest costs during construction were es-
timated at slightly more than $3 million. financing fees
at 3x of the total loan are estimated at $963,000.
iii. Typically, a hotel development requires an infusion of
cash during the later stages of the development process
and during the initial opening period, to cover preopening
expenses, working capital requirements, and franchise
fees. These costs are delineated in the foray of an
allowance, which for a hotel of this size and quality
level is estimated- at $500,000 for working capital,
15
M
y
0-
$250,000 for preopening expenses, and $50,000 for fran-
chise fees..
iv. The balance of the indirect costs are found in
legal/closing costs, tales/insurance, development manage-
ment and a contingency allowance. These costs are es-
timated at approximately $2 million.
d. As shown in Table 1 , land acquisition costs are estimated at
$3.96 million, direct 'construction costs are estimated at
$23.775 million, and indirect costs are estimated at $8.19
million, for total development costs of approximately $35.93
million. These total development costs are then reduced by
S292,000 to reflect the property tax increment rebate during
construction, for net hotel/retail complex development costs
of $55.63 million.
3. Revenue Projection
In arriving- at the anticipated project revenues, Keyser Marston
Associates, Inc. reviewed the performance of recently constructed
beach hotels in Southern California, as well as the expected Perfor-
mance of major hotels in proximity to the ocean which are currently
under-costruction or proposed for near term construction. It should
be noted however that these projections are made without the benefit
-of a detailed market study. On the basis of this research, KMA has
estimated the revenue stream expected for the hotel/retail complex,
as follows:
a. Hotel
i. Hotel room rates and occupancy levels will be at the
following levels during the stabilization period.
Year' Egom_RateOccupancy
1 ! 80.00 60%
2 S 91.00 65Z
3 $102.00 70%
4 5113.00 72x
ii. After stabilization the room rates will continue to esca-
late annually at 6%. Occupancy will stabilize at 72% of
capacity.
'Inflated dollars
16
iii. Room sales represent 62% of gross sales. Food and
beverage sales represent 35% of gross sales, and miscel-
laneous revenues including telephone represent the remain-
ing 3 % of gross sales.
iv. Parking revenues, net of expenses, are estimated at $200
per space.
v. Departmental expenses are estimated at 381*b of gross sales
and undistributed expenses are estimated at 272 of gross
sales.
vi. Management incentive fees are estimated at 10% of gross
operating profit.
b. Retail
1. Retail rental rates are estimated at $2.00 per square foot
per month. It is assumed that the 15,000 square feet of
space will be leased for an average of 3 year terms. The
absorption of the space is expected to take place over the
first two years of operation, with 70Z average occupancy
for the first year, 90% average occupancy for the second
year, and full occupancy from the third year forward.
ii. The allowance for vacancy and collection is 52.
iii. Retail rental rates escalate at 100% of the CPI compounded
every 3 years.
iv. Costs associated with the management of the retail space
are estimated at 5Z of gross effective income. Costs as-
sociated with reserves for capital improvements -are es-
timated at t.10 per square foot of building area.
C. Agency Assistance
i. The Agency wil•1 provide the developer with a rebate of
1002 of the transient occupancy tax for the first ten
years of hotel operation. The transient occupancy tax is
equal to 6%-of estimated room sales.
ii. The Agency will provide the developer with 77Z of the tax
increment generated by the project during the first ten
years of operation. The taxable value of the development
was assumed to be 1002 of the development costs including
land acquisition. This taxable value was assumed to in-
crease by 22 annually. The tax rate is assumed to be
17
4utt t '
It nil us+i tla
IMINCT61 HIM 111TI Tsi t1oxcl-1161t31XIM Coo""
RMUKfo1 MEN, CILit61116
tINS111C11M Tilt I vial 2 flit 3 vial 1 ' t[II 3
Owl bit ta.a M.1/ 1111.00 it11.1M 1110.01
1t7SMUCT Won 63.0n 11.001 Moot Mat
No 4 nit 7 fill 1 vt31 1 fill II Till It
1127.20 1M.03 1141.t2 1151.51 1140.59 117t.22
Moos 72.at moot Men 11.001 72.Oo1
tam 114"1
1001 SIL[S
5,151,101
6,476,t11 -
7,111,301
0,90.t11
1.460,101
11,1M.441 t0,6VAS
Il,tq,164 11,114,042
12.641,415
13,4m,324
1601 , .
2.111.31s
2.611,643
3,152,s40
3,St2,306
' 1.114.1111
4,i4].721
1,116,3S3
4,S13,s31
4,116,116
5.10,111
3.411,4n
1i1411M
141,741
1.0441us
1.261.014
1,436.173
- I,S2S,13s
I,417,If2
1,714.s41
1,011.411
1,926.4%
2.142,041
t.144,su
iMEt10E
rA,323
313.400
3n.303
411,071
WAI
40.241
114.362
s45.224
S71,M
611.614
$49.371
it�it
1
1
0
1
1
1
1
1
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71.151
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11,141
I8S,114
111.Se6
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110SS skis
0.543.419 11,514.113
12.04.31S
14,447.133
11,342,01
11,263.119
11.119,631
11.211.313
1t,39.7n
21, ILMS
11,143,84?
CUSS) IlKff t3
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?.l46,41t
3,Sf1,313
4,120,141
3,4AJM
1,131,210
1.116,4131
051,133
6.141,603
1.360.116
7,102,147
1.271.273
IIOIsif11r1E1
IJU,123
2.131,416
3,424,764
3.t61,111
4.10,523
4,311,In
4,04331
4,913,011
1,rn.141
5.54431
1.876.241
CST V1111114 IM
2.9,11,111
3,610.1t5
4.43115t2
1,1s6.712
3,x1,917
314111114
6,133M
6.3tS.611
6.771.122
7,106,1a
1.611.339
tHS11 E1M [UIIQS
I1SKAW
42,711
$2.5n
63.422
72.210
x.113
11,114
16.1"
91.363
%.lot
102.4a
IN.219
KII [slit( tax$
31f,119
364.3811
MISS
411432
411.211
$10.131
425.340
MAN
141.971
MASI
451.101
MIAL SESIM
273.513
262,1IS
327,100
361,316
303,541
416,561
431,976
lu,134
4N.144
$1112"
$14,117
1191illt
1
i
1
1
1
1
1
1
1
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UM 6KIa1116 Wit
2.3s4,177
2.171,116
I,KS,4M7
4.221,714
4.500.341
4.114.111
1,014150
5,411.M
1.7s4.3S2
6.119.674
6,505,133
RHO W laf(1T 11cfItIT[ M
233,4t7
211."1
364,511
a21,171
4$0,031
471,700
511,111
$41,392
17S.6n
611,/61
6S1,sll
raq
ION U7421 out 1"11I[ - 11ttt,
1,111,311
1.01.043
2,211,34Si
3,m,5t7
I.OSf,3l1
4.301,m
I,i4'1,131
4,472.3]1
3,t11,737
1,317,103
f,t54,62!
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MAN
3t4,e01
340.001
4211746
471,7"
121.1"
511,4N
St1,46I
its.u7
601.212
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0
/
• lf,000
21,431
21.431
21,430
n,$Is
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2S.SS3
30.411
31.431
aloe! UFFL111K low
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324.101
342.101
417,321
411.327
411.327
U3.134
4n.134
115.114
377.102
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12.600
14,100
11,101
20,I14
20.364
20.366
".251
14,2S7
24,257
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fuss) KSEIrtS
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Otis llt t1 NwNt KKR
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tf7.312
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307.110
111.154
321,271
327,512
333,161
340,122
us,t3/
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335,314
34.619
461.091
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176.071
116,641
7sf.44t
1[T IC 11114E 1131 NIVICI 11674 1111110
2,144,412
3,673,411
4.39413"
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51111,S13
1.116,741
4.104,734
6,U1,224
4,117,0s0
1,111.604
4.412.033
was "owls
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111SSI tali OF WE
1.914.111
Me Sal[ If IIC UTAKH
300.100
KOS M Fffm 141 1111111701
1,321,153
910% No PIKU14
63.921,471
`
n U31 rR14M saw Kai sflrlct 131,I31,owl 2,t44,112
3.471.471
1,3%m
S,M.773
3,310.593
5,:36.710
6.1m.73/
6,U1,524
6,611,071
7I,a3.161
vital CMISotlla bat
31.471.a0
MAL tWl fall(
3,t41,ea
1HQ KrfLOOK11 twi
33.630.000
in a TILL IMSIN"
16.113
C
declining from 1.055% in the year of construction to 1.05t
in the loth year of project operation. These tax rates
were based on a tax increment projection prepared by Katz,
Hollis; Coren and Associates.
iii. In the event the developer's Internal Rate of Return (IRR)
on total investment does not reach 17.0% by the 10th year
of operation, the tax increment rebate continues for the
next 5 years. For the purposes of calculating the
developer's return on total investment, the value of the
additional 5 years of rebate is discounted back to its
value in the loth year of operation.
a, conclusion Hotel/Retail
Table 2 on the facing page presents a 10 year cash flow projection
for the hotel/retail complex on the basis of the preceding
assumptions. Additionally, this estimate of cash flow assumes that
the hotel/retail complex sold in the -loth year of operation on the
basis of the llth year income capitalized at 10%. This capitaliza-
tion rate reflects both the risk and innovativeness of this project,
in conjunction with the environmental quality of the subject site.
The estimated sales proceeds are reduced by the cost of sale, which
is estimated at 3z of sales proceeds. The sales value is increased
by the sale of hotel receivables, which represents the $500,000 of
working capital infused into the project during the initial stages
of operation. The sales value is also increased by the value of the
future Agency rebate of tax increment revenues in the loth year.
The resulting gross sales proceeds in the loth year are estimated at.
approximately $63.9 million. .
` As can be seen in Table 2 , annual net income from the hotel/retail
complex ranges from $2.96 million in the first year of operation to
$7.16 million in the tenth year of operation including the Agency
rebate of transient occupancy tax revenues and property tax incre-
ment revenues. Based upon the cash flow presented in Table 2 , which
makes the assumption that the tax increment rebate continues for 15
`W years, and total development costs of $35.63 pillion, the project
generates a 16.93% IRR on the total investment.
on the basis of the current assumptions regarding costs and income
to be generated by the proposed hotel/retail complex, including the
provision of the Agency rebate of 10 years of transient occupancy
tax revenues and 15 years of property tax increment revenues, the
developer receives a return on total investment that is somewhat low
for a project of this magnitude and level of risk. Therefore, on
the basis of the expected development economics for the proposed
hotel/retail complex, the disposition agreement between the Agency
y �
18
l r
�•/
TABLE 3
ESTIMATED DEVELOPMENT COSTS
HUNTINGTON BEACH MIXED USE PROJECT
RETAIL COMPONENT
HUNTINGTON BEACH, CALIFORNIA
DIRECT COSTS
OFF -SITES
ALLOWANCE
ON -SITES
0 SF
$0.00 /SF
DEC[
STRUCTURE
90,000 SF
$25.00 /SF
IMPROVEMENTS
40,000 SF
$15.00 /SF
SWELL
RESTAURANT
40,000 SF
1100.00 /SF
RETAIL
35,000 SF
160.00 /SF
TENANT IMP (RETAIL SHOPS)
35,000 SF
$20.00 /SF
PARKING
150,000 SF
$2.00 /SF
BEACH LANDSCAPING
ALLOWANCE
1 R IDU
ALLOWANCE
TOTAL DIRECT COSTS
INDIRECT
ARCH,ENG,PERHITS i FEES
5.00_S
DIRECT
COSTS
INIEREST DURING CONSTRUCTION
FINANCING FEES/CLOSING COSTS
0.03
POINTS
LEGAL/ACCOUNTING
0.505
DIRECT
COSTS
LEASING FEES
25.001
GEI
ADVERTISING/PROMOTION
TAXES/INSURANCE
1.00i
DIRECT
COSTS
DEVELOPMENT NARAGEMENT
2.001
DIRECT
COSTS
CONTINGENCY
5.001
DIRECT
COSTS
TOTAL INDIRECT COSTS
TOTAL DEVELOPNENT COSTS
(LESS) TAX INCREMENT REVENUE 77.001 TAX INCREMENT
PLUS PIER RESTORATION ALLOWANCE
PLUS LIFEGUARD STATION RELOCATION ALLOWANCE
PLUS GROUND LEASE PAYMENT ALLOWANCE
OR SAY
$50,000
Q
2.250,000
600,000
4,000,000
2,100,000
700,000
300, 000
50,000
75,000
S10,125,000
1506,000
1,152,DCO
425,000
51,000
549,000
25,000
101,000
203,000
506,000
$3,518,000
113,643,000
171,869
2,500,000
1,250,000
286,000
117.S07.131
117,510,000
and the developer does not represent a gift of public funds to the
•. developer.'' Further it is important to note, that the expected
developer return at 16.93X is at the low end of the range of accept-
' dGle e returns.' Therefor, even if the economics of the project im-
prove over the current projections, it is possible that the Agency
assistance would still be warranted.
B. PIER SIDE RETAIL COMPLEX
1. Agency Assistance to Development
The Agency has required that the developer incur extraordinary
development costs in the form of a contribution to the restoration
of the Huntington; Beach Pier, the construction of a pedestrian
bridge spanning Pacific'Coast Highway, and the replacement of the
major lifeguard ''station' that will be eliminated as a result of the
01er'Side'hetail development. Given the economic impact these ex-
traordinary costs' -will 'have on' the development economics, the
proposed DDA indicates that the Agenc'y"will rebate the property tax
increment" generated by the Pier Side Retail complex. The terms of
the rebate areas -follows: '
if- Pi•_:,k: . . .
I. The Agency will rebate 77X of the property tax increment gen-
erated by'the'Pier'Side Retail project over the first 10 years.
2. In the event that the developer has not received an overall
15.Oi return'on investeent by 'the end of the 10th year of
operation, the property tee increment rebate will continue for
an6ther`'5'years.
2. Development Costs
Table 3 on the facing page presents the estimated development costs
far''the 75;000 square -foot Pier Side Retail complex." This analysis
is on.the`assumption'that'the'developer ground leases the land from
the` Agency, with" periodic rental escalations. The construction
costs'-are''base-d: on' cost estimates 'collected from other beach
oriented ` specialty centers constructed in Southern California
recently. As'illustrated in Table 3, the net development costs are
estimated at" $17.51'oillion. The major assumptions used to deter-
mine'this development cost estimate are as follows:
a. The ground lease payment during construction is $286,000.
b. Direct construction costs are as follows:
i. It is assumed that the 90,000 square foot deck structure
which will support the retail center can be constructed
19
for approximately $25.00 per square foot. It- is further
assumed that the portion of the deck that is used for
retail shops will have additional surface treatment at a
cost of $15 per square foot._
ii. Shell' costs for the 40,000 square feet of restaurant
space, -which includes all the direct costs for construct-
ing the exterior walls, and the costs of providing the in-
terior for .the structure, are estimated at $100 per square -
foot of building area.
iii. The shell costs for constructing the 35,000 square feet of
retail space are estimated at $60 per square foot. This
.. level of cost is indicative of typical retail construction
costs plus an additional allowance to reflect the exterior
upgrades required by the Agency.
iv. Tenant improvement costs are estimated at $20 per square
a foot of building area. This high degree of tenant im-
�- provements is in response to the market conditions, and
the type of tenant that the project is attempting to
..attract. The aggregate total of the costs required to
construct and improve the deck structure, and the shell
and tenant improvement costs of the restaurant and retail
shop space equate to a direct cost of nearly $130 per
square foot of gross building area.
v. The 500 required parking spaces are assumed to be provided
in a 150,000 square foot.surface parking lot. The direct
costs .to construct this parking lot are estimated at $2
per square foot.
vi. off -site improvements which are not reimbursed by the
Agency are given an allowance of $50,000. Additionally,
an allowance of $50,000 is provided to provide landscaping
on the beach around the perimeter of the Pier Side Retail
complex.
vii. One half of the estimated expenditures attributable to
constructing the pedestrian bridge across Pacific Coast
highway are assigned to the Pier Side Retail complex. The
.. pro rata share of direct costs are estimated at $75,000.
C. Indirect costs are delineated as follows:
i. Architecture, engineering, permits and fees expenditures
v
20
r
are estimated at 5% of direct costs.
ii. Interest costs during construction are calculated on the
basis of construction financing at 12.55 interest on 100%
of the total development costs. It was assumed that the
project would be under construction for a period of one
year. However, it is necessary to build the deck struc-
ture before any of the retail uses can begin construction.
Therefore, the interest costs must reflect the additional
holding costs incurred as a result of this structure. It
was assumed that the average loan balance outstanding
would be 655- rather than a more typical 50 to b0%, to
reflect these additional holding costs. The estimated in-
ftw cost during construction is $1,152,000. The
financing fees, at 3 points, are estimated to be $425,000.
iii. Advertising and promotion expenses that will not be
covered by the retail tenants are estimated at $25,000.
Leasing commissions are estimated at 25: of the gross ef-
fective income. These estimates are based on the assump-
tion that the retail leases average a five year term.
iv. The balance of the indirect costs are legal and closing
casts; taxes and insurance during construction; develop-
ment management; and a contingency allowance. These
�- remaining costs total approximately $860,006.
d. The cost proforma contains the following extraordinary costs:
1. The developer's share of the pier restoration costs are
$2.5 million.
ii. The estimated costs to replace the lifeguard station are
$1.25 million.
e. Ground lease payments during construction are $286,000,
direct construction costs are estimated at $10.125 million,
indirect construction costs are estimated at S3.5I8 million,
and extraordinary costs are estimated at $3.75 million. When
these costs are decreased by the property tax increment rebate
during construction, the net development costs are estimated
at $17.51 million.
3. Bevenut-Pro_iection
KMA reviewed the sales volumes and rental rates achieved by
waterfront specialty centers in a number of locations in Southern
0aiifoiiria, to be used as the foundation for the rental revenue
21
projections used'in this analysis. on the basis of this field
research, and the following assumptions, a 10 year cash flow projec-
tion was prepared.
a. Restaurant Income
i. Restaurant tenants rental rates were estimated at $30 per
•- square foot per year or 7.25 X of gross sales, whichever
is greater. It was assumed that upon stabilization, the
restaurants would be generating average sales volumes of
$400 per square foot. The average occupancy and percent
of sales volumes of S400 per square foot is presented as
follows:
Year Occupancy $400 Sales Volumes
1 -802 75%
2 100% IOOX
ii. After stabilization, sales volumes are expected to in-
crease annually,by the CPI.
iii. It is expected that 1/3 of the space will have to be
leased to new tenants by the tenth year. The releasing
expenses are estimated at 25Z of the gross effective
income. The refiting costs are estimated at $4 per
square foot escalated by IOOX of the CPI compounded over
10 years.
b. Retail Shop Income
i. Retail shops tenant rental rates were estimated at $28.50
per square foot per year, or 10% of gross sales, whichever
is greater. It was assumed that upon stabilization' the
shops would be generating sales volumes of $285 per square
foot of building area. The average occupancy and percent
of sales volumes of $285 per square foot is presented
below:
Percent of Stabilized
Year Occupancy $285 Sales Volumes
1 70% 60%
2 100X 7514
3 100% 90%
4 100% 100%
ii. After stabilization sales volumes are expected to increase
annually by 100% of the CPI.
22
c.
d.
iii. It is expected that. 1/') of the space will have to be
leased to new tenants by the third, the fifth, and the
tenth year of operation. The releasing expense is es-
timated at 25% of gross effective income. The refitting
costs are estimated at $4 per square foot escalated by
100% of the CPI.
Expenses
i. Management expenses are estimated at nX of gross effective
income. Reserves for capital expenses are provided, with
an allowance of $.10 per square foot of building area.
ii. Advertising and promotion that is not paid for by the
tenants is estimated at $25,000 per year. These costs are
assumed to increase at 100% of the CPI annually.
iii. The developer must pay the city $100,000 per year to as-
sist in the replacement of 300 beach parking spaces which
will be eliminated by this development. It was assumed
that the majority of the usage of the 500 parking `paces
provided as a part of this development would be generated
by patrons of the center who would be provided with free
validated parking. However, it was also assumed that the
transient parking revenues generated by beach goers will-
ing to pay a premium to park in close proximity to the
beach will cover this $100,000 payment.
iv. The developer must pay the City a ground lease for the use
of the land'. The terms of the ground lease are as follows:
Period Minimum Ground Ground Lease
Lease vs. As % of Income
Construction $286,000 ---
Yrs 1-3 $286,000 12%
Yrs 4-6 Greater of 12%
$300,000 or
$4 per sq.ft. GBA
After Year 6 Minimum lease 15%
increase annually
by 75% CPI
Agency Assistance
23
I %_
1%�
1 �
i. The Agency will provide the developer with a rebate of 77%
of the tax increment generated by the project during the
first 10 years of operation. The taxable value of the
development was assumed to be 1002 of the development
costs, plus the value of the possessory interest in the
land under the pier and the retail deck structure. The
total value of the possessory interest was estimated ut
$7.5 million. The taxable value of the development was as-
sumed to increase by 2% annually. The tax rate ranges
from 1.055% to 1.05% in the tenth year of project
operation.
ii. If the developer's return on total investment has not.
reached 15.0% in the tenth year of operation, the tax
increment rebate continues for the next five years. For
the purposes of calculating the developer's return on to-
tal investment, the value of the additional 5 years of tax
increment rebate is discounted back to its value in the
tenth year of operation.
4. Cash Flow Projection
0n the basis of the assumptions outlined above, a 10 year cash flow
has been prepared, and is presented in Table 4. This projected cash
flow assumes that the Pier Side Retail project is sold in the tenth
year of operation on the basis of eleventh year income capitalized
at 9.5%. This capitalization rate factors in the strength of res-
taurant and retail space with an oceanfront location. Additionally,
the sales value of the project is increased by the value of the fu-
ture property tax increment rebate in the tenth year, for a gross
sales value of approximately $28.5 million.
Table 4 indicates that the net income before debt service including
the Agency assistance ranges from $1.4 million in the first year of
operation to $2.7 million in the tenth year. This can be explained
largely by the fact that the retail shop space typically requires
three to four years to reach the stabilized sales volumes, and the
effects of inflation on the sales volumes after stabilization. On
the basis of the cash flow projected in Table 4 , assuming the tax
increment rebate continues for 15 years, and that total development
costs equal $17.51 million, the project generates a 15.0% IRR on to-
tal investment.
(in the basis of the current assumptions regarding project costs and
revenues, including an Agency rebate of 15 years of property tax
increment, the developer receives a return on total investment that
is within the range of acceptable returns for this type of project.
However, it is our understanding that the developer may build the
24
i I
V I . CLICL FICNS
M
The preceding report analyzed• the economics of the proposed Walnut -Main
hotel/retail complex, and.the Pier Side Retail complex within the context of
the extraordinary restrictions placed on the quality and scope of develop-
ment required by the Huntington Beach Redevelopment Agency., This analysis
also considered the impacts of the assistance provided by the Agency in the
`• form of .a rebate of 772 of the property tax increment for.up to 15 years,
and 1001 of the transient occupancy tax from the hotel for- a period of 10
years.
V
Based on the terms contained in the proposed Disposition and Development
Agreement, the development restrictions included in Section I of this
analysis, and the expected performance of each of the projects, it is our
opinion that the terms contained in the DDA are fair and reasonable given
the risk. of the proposed project, including the additional Agency require -
cents and quality standards. However, it should be noted, that in the event
the scope of development: ,.or the restrictions reposed by the Agency are
significantly changed,- or if construction on both projects is not underway
within twelve months of the signing of the DDA, the findings of this
analysis are subject"to reevaluation.
26
V I { CERTIFICATION
y
We hereby certify that neither Keyser Marston Associates, Inc., nor any of
its officers have any present or prospective interest in the properties
being analyzed; that our employment is not contingent in any way upon the
value reported; that we have personally inspected the property and the
enviroment; that the statements Made and -the information contained in this
economic analysis are true, to the best of our knowledge and belief.
Respectfully submitted,
4Xe Marston Ass iates, Inc.
Richard L. Botti
Kathleen- H.- mead
%W
27
VAW
APPEND -IX -A
100,000 SQUARE FEET RETAIL SPACE
WIT14;670 PARKING SPACES
NW .
TABLE A-1
ESTIMATED DEVELOPMENT COSTS
HUNTINGTON BEACH MIXED USE PROJECT - RETAIL COMPONENT
HUNTINGTON BEACH, CALIFORNIA
DIRECT COSTS
OFF -SITES
ALLOWANCE
150,000
ON -SITES
0 Sf
10.03 ISF
0
DEC[
STRUCTURE
120,000 SF
125.00 jSF
3.000,000
IMPROVEMENTS
45,000 SF
115.00 /SF
675,000
SHELL
RESTAURANT
50,000 SF
S1OO.00 /SF
51000.000
RETAIL
50,000 SF
160.00 jSF
3,000,000
TENANT IMP (RETAIL SHOPS)
50,000 SF
120.00 /SF
110001000
PARKING
SURFACE PARKING
150,000 SF
$2.00 jSF
300,000
STRUCTURED PARKING
50,000 SF
$20.00 jSF
11000,000
BEACH LANDSCAPING
ALLOWANCE
50,000
BRIDGE
ALLOWANCE
75,000
TOTAL DIRECT COSTS
814,150,ON
INDIRECT
•- ARCH,ENG,PERMIIS i FEES
5.001 DIRECT
COSTS
$708,000
INTEREST DURING CONSTRUCTION
11610,000
FINANCING FEES/CLOSING COSTS
0.03 POINTS
594,000
LEGAL/ACCOUNTING
O.SOZ DIRECT
COSTS
71,000
LEASING FEES
25.001 GEI
731,000
ADYERTISINGIPROHOTION
25,000
�- TAXES/INSURANCE
1.00z DIRECT
COSTS
142,000
DEVELOPMENT MANAGEMENT
2.00x DIRECT
COSTS
283,000
CONTINGENCY
5.005 DIRECT
COSTS
708,000
TOTAL INDIRECT COSTS
$4,172,000
.. TOTAL DEVELOPMENT COSTS
V9.022,000
(LESS) TAX INCREMENT REVENUE
77.001 TAX INCREMENT
215,594
PLUS PIER RESTORATION
ALLOWANCE
2,500,000
PLUS LIFEGUARD STATION RELOCATION
ALLOWANCE
11250,000
PLUS GROUND LEASE PAYMENT
ALLOWANCE
286,000
`
$22,842.406
OR SAY
i22,$40,000
TABLE A-2
ESTIMATED NET INCOME
HUNTINGTON BEACH MIXED USE PROJECT
- RETAIL COMPONENT
HUNTINGTON BEACH, CALIFORNIA
IKONE
. RESTAURANT
50,000
SF $30.00 /SF
$1,5001000
RETAIL SHOPS
50,000 .SF
S28.50 /SF
1,425,000
PARKING
ALLOWANCE
100,000
. GROSS INCOME
13,025,000
(LESS) VACANCY i COLLECTION
5.00Z
GROSS INCOME
146,250
GROSS EFFECTIVE INCOME
$2,878,750
OPERATING EXPENSES
MANAGEMENT
6.001
GROSS EFFECTIVE INCOME
$172,725
.. RESERVES
ALLOWANCE
10,000
ADVERTISING AND PROMOTION
ALLOWANCE
25,000
PARKING LEASE
ALLOWANCE
1001000
GROUND LEASE
ALLOWANCE
286,400
TOTAL EXPENSES
$593,725
NET OPERATING INCOME
$2,285,025
OR SAY
$2,285,000
19111 1-7
11 TF u 491 T111
711RT191* ![ACM M3II1 VI Plan
010111KIN IE1L'M.C1E[FOINLA.
tM15TNCTIN 1911
lint
T[,I 3
Tim 4
T[II S
T[a1 1
TTY 7
Trig 1
TE41 1
nit 19
19I 11
[[,IF Ilx.►ts
�
��
113HUI,r1
1,150,Ies
1.171.001
1.171,171
1,724,111
1.131.517
1,141.121
2.154.IU
2.11/.7N
2,111,010
2.1n,214
2.3%jr
IFF,it $Non
ISS.101
l.4S1.T10
1,4S1.m
1,414.341
1.711.130
1.111,H1
2.17I.341
2,142.4n
2.211.134
l.Hi.Ul
2.311.151
fu1IX
110.000
106,001
112,30
111,H2
I21,241
133.92)
141AS2
151.313
159.305
141,9i1
MASS
61m 11CK
2,1QS,Io6
l.Mt.l11
3.20.711
2,248,423
3.7SF.141
1,733.34
4.271,111
4.473,311
4.741.111
4.376.7n
5,121,772
(USS1 t,ci1[T I I,I Kit
1
14t.311
IS4,4t1
117.116
111,111
179.171
211.912
211,147
221.111
211,312
257,434
PISS URCIM 21CK
2,105,111
l.lQAM
3.94,IS!
3.193,39
3.574.S11
3 SS3,1i4
4.116.122
4.29,1$3
4,312,SI7
4.11S.403
S.m.2 1
MTIi1316 [1fErils
-
Mi1 9111
121.301
171.571
TR.112
186.211
114.u3
113.712
241.171
23S,171
271,75S
2S1,1t4
301,241
bums
11.101
11.118
n,1I1
1s,1111
1s.=
11.101
11,100
11,000
11,000
11,000
11.101
SWIT33041R1It0h0TI011
25.101
21.S01
71,191
11,m
31,Ut
13,454
31.413
37,511
31,I41
42.217
11,77E
fulls [fair
391A
!%.".�.C'
290,000
11711a
126.241
WAIT
141.I52
1$0,363
151.34%
1111141
171,043
ilom tFISE
211,111
3SI.U4
379.411
,01.101
mjss
539,9"
1t1,73t
40.441
u7.U1
434.117
M,XS
Ti11E Wful 1R EIKKKS
141,311
671.411
611,412
713.071
211,1V
12.401
1.040.0V
1,311.224
•1.167.333
1.1K.156
1.311.371
Imm IETIr [tit VNICE
1,113.701
2.M1.473
2,351,177
2.=.t11
2.1Si.S41
1,421.151
2.171.141
3,SSS.SSS
S.US,749
3.171,117
3.751,'M
ft13 fit litKWO ITIOT[
11S,01
211,A1
m.M1
220.70
232,691
737.171
211.m
241.04
2511239
25i.111
KT Imm 11TW Fill S rnm
I,V9.111
2.411,111
2.5n,771
2.5I6,527
2,911,211
1,10333
3,217,942
3.401,791
3.5%,4H
3.33S.ON
3.M.151
Sitri f1=VS
11.371.30f
t1[SSl psi 9 S,1[
1,111,1Ss
ft13 " 1,I WINIT I[I,TE
171.111
Sloss Sul "MEN
31.3"."3
KI us111A WON KIT SEMCE 122.111,1001 1.177.131 2.111.111 2.371,771 2.SK.121 2.M1.111 2.10.1n 3.211.142 I.401M 3,S16.41s 12.71I.1r1
Wit CONST1 OIN tilt 33f,11 'm
Mot LUS WIN I
that 114 WWO1 t131 22,W,111
111011111, JWElnW 1I.22
f
i
Golden Gateway Commons 550 South Hill Street, Suite 980 7682 El Camino Real, Suite 206
55 Pacific Avenue Mall Los Angeles, California 90013 Carlsbad, California 92008
San Francisco, California 94111 213/622-8095 619/942-0380
415/398 :3050
-��_Wr•-��• _ r�' --••."?N�rfr� `aIr''•�`^ Y� •�M�wr"/ i V'�? r ��.r--- "_T�'.�;�
.`t
MAIN PIER
MIXED USE PROJECT
City/Agency
Cash Flow Analysis
Beginning
Net
Ending
Balance
Revenues
Costs
Balance
(000)
(000)
(000)
(000)
WAR 1
(S2,350)
S1,051
(S779)
(S2,078)
2
( 2,078)
1,216
( 862)
( 1,724)
3
( 1,724)
1,356
( 951)
( 1.319)
4
( 1,319)
1,495
(1,026)
{ 850).. '
5
{ 850)
1,597
(1,070)
{ 323)
6
( 323)
1.759
(1,112)
324
7
324
1,897
(1,159)
1.062
8
12062
2,005
(1,206)
11861
9
1,861
2,125
(1,257)
2,729
10
2,729
2,180
(1,311)
3,598
Notes:
Project costs are S2.35 million one time costs, Transient Occupancy
Tax for 10 years, and 77% of the Property Tax Increment for 15 years.
2. Project revenues are 100% of the Property Tax Increment revenues, 100:
of the Transient Occupancy Tax, Sales Tax, Ground Lease payments, par-
king revenue, less the revenue generated by the.existing uses on the
property.
Source: Keyser Marston Associates, inc.
August, 1985
- ....;.- ._mil •c ..�i�.+2-1 {ti: 7- .s. ++'rA.- � -. ��_ 3�.tr" .ti `iIt. ►.Z� •^�"�. -mil' =<s
1 _•.. 4. �'� ix�.:� Apt
�i_•. : >,{�� •.a �•-- {..�� -- c ..� AL
' i�<.- _ ��e�M<7.- �:�.. �- �� � -: a +••;�,r, :•::. ' �;j�.-1'Y�i�y( }•_]e-��Y lf� � _�•.� v +=..=�
_'. i1 _ '�, ;`- �•f K �.� �"y��t~v�.=►��..J Z;•',i yam..'•,r.
. zLbti4! s+« !'+l'ti►d;-'7t�� `i.-. `_- s-�� �f_ty + --
- - 1v: :•; .?r.: �'�ryl..y� T � a•1 f., 'yiri! :TY �=. ti�i ,}Zy .�-r•.-�.�6-• r �?M..f� -
., :.�^.i-Mg�f:"�� s i'R i 3�-' •-q.� ''slc:-��K+�:= �.� r •s.�l� - .t
s
'akt Y- F,•rs•-a :t --• � ram.
�•001iu MA"t�r
�TABLE i
HUNTINGTON BEACH NIXED USE PROJECT '}
CITYIAGENCY CASH FLOW ANALYSIS
REVISED ANALYSIS (OCTOBER 17, 1986)
BEGINNING
NET
ENDING
BALANCE
REVENUES
COSTS
BALANCE
(000)
(000)
(000)
(000)
YEAR 1
($3,863)
$1,707
$1,464
($3,619)
2
(3,619)
1,937
1,523
(3,205)
3
(31205)
2,086
1,328
(2,447)
4
(2,447)
2,213
1,371
(1,604)
5
(1,604)
2,371
1,132
(365)
6
(365)
2,499
1,158
976
7
976
2,601
1,187
2,390
8
2,390
2,711
1,216
3,885
9
31885
2,754
1,247
5,392
10
5,392
2,841
1,280
6,953
NOTES
1. BEGINNING B LAN',E CONSISTS OF CITY LAND PURCHASE, RELOCATIO,�' COSTS, 4ATER,
AND UTILITY UNDERGROUNDING
2. REVENUES CONSIST OF 100! PROPERTY TAX INCREMENT REVENUES, 100: TPANSIENT OCCUPANCY
TAX, SALES TAX, GROUND LEASE PAYMENTS, AND PARTING REVENHES FROM 209 SPACES
3. COSTS CONSIST OF REBATE OF 771 OF PPOPERTY TAX INCREMENT FOR ? YEARS, AND
38.51 FOP TWO YEARS, REBATE OF 1001 OF TRANSIENT OCCUPANCY TAX FRO TEN YEARS,
AND DEBT SERVICE ON 200 PARKING SPACES
SOURCE: KEYSER MARSTON ASSOCIATES, INC.
OCTOBER, 1906
CITY OF HUNTINGTON BEACH
COUNCIL - ADMINISTRATOR COMMUNICATION
HUNTINGTON BEACH
CA 85-57
To Honorable Mayor and From Charles W. Thompson
City Council Members City Administrator
Subject DISPOSITION AND DEVELOPMENT Date July 19, 1985
AGREEMENT
As discussed at the Redevelopment Agency meeting on July 15, 1985, staff requested and
Agency approved a 60 day extension of the "Exclusive Negotiating Agreement" with the
Huntington Pacifica Development Group. This additional time was requested for the
finalization of a Disposition and Development Agreement (D.D.A.).
A second draft of the D.D.A. has been prepared and was received on'July 19, 1985. Staff
is presently reviewing the document prior to distribution to the developer. Attached to
this memo is a summary of the D.D.A. which highlights the major deal points and scope of
development.
Staff will be prepared for the Study Session on Monday, July 22, 1985 to review, in greater
detail, the major points of the document with 'the Agency. Also attached for Agency
review as to comment and form is an outline of the complete D.D.A.
Respec ubmitted,
arles W. Th p n
City Administrator
CWT/MA:sar
Attachments
1098h
v
SCOPE OF DEVELOPMENT
L ARCHITECTURE AND DESIGN:
The Site shall be designed and developed as an integrated complex in which the
buildings will have architectural excellence, both individually, as well as, In the
context of a total complex.
IL DEVELOPER'S RESPONSIBILITIES:
A. Developer Improvements - The Developer agrees to develop and construct,
or cause the development and construction, at a construction cost of at
least Seventy -Five Million Dollars ($75,000,000), exclusive of land value.
1. A first rate, high quality hotel of a minimum of 300 roams, with a minimum
gross leasable floor area of 231,000 square feet with associated retail shops,
meeting rooms. banquet facilities and at least one first-class restaurant.
Surface and subterranean parking with a minimum of 300 parking spaces
beneath to the hotel.
2. A retail commercial building with a minimum gross leasable area of 30,000
square feet (PCH and Main). The Developer shall additionally provide Public
Plaza of approximately 5,000 square feet which would include open passive
rest and landscaped areas, plus an elevated connecting pedestrian walkway
to Pier Side Village.
3. A Pier Side Village consisting of speciality commercial uses with a gross
leasable area of 75,000 - 100,000 square feet, plus a multiple -tiered parking
structure with not less than 500 spaces.
4. The Developer shall contribute to the rehabilitation of the existing city Pier
to render It structurally sound and in conformity with the Uniform Building
Code and to provide structural supports for new develop pads to be made
available to the Developer for commercial use. The developer shall expend
the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) of its
funds in carrying out its obligations.
5. The Developer shall be responsible for all onsite and offsite Improvements
relating to the development of the Site, including the following:
a) All onsite and offsite improvements — sidewalks, street lighting,
curbs, gutters, street trees, street improvements, surface parking
lot improvements, parking structures, etc., shall conform to the
design and materials as approved by the agency.
s � J
I099h
�ri
b) Sanitary sewers, storm drains, water supply, gas lines, telephone
and electrical power facilities (it required) to be brought to,
modified, or relocated from the perimeter of the Site. All such
existing underground utility lines will be capped by the Developer
within the public right-of-way as close as possible to building
locations to be served by such utilities and to be attached and
connected by the Developer.
c) ..Tratric control sign4ls (if required) and related to the Site will be
provided at approved intersections and locations on the streets
Adjacent to the Site.
d) Improvements required in connection with and as a result of
review by the Agency and the city of plans, drawings, or
environmental assessments relative to the Developer
Improvements or this agreement.
SUMMARY OF AGREEMENT
_- PIER SIDE
DEVELOPER AGREES TO THE FOLLOWING:
1. Construction of 75,000 to 100,000 square feet of specialty retail space.
(Approximately 601 food -related uses), including four (4) dinner restaurants.
2. Construction of a 500-space parking structure designed under and around the
specialty retail areas. (Approximately 300 spaces will serve as replacement
for parking which currently exists). 11
3. Contribute to the rehabilitation and expansion of the City Pier $2,500,000.
4. Lease the city property for a base fee of $286,000 per year for the first six
years, after which the base figure will be adjusted by the consumer price
index figure. The base rent shall be the minimum amount received by the
city. After the development becomes established, the city will share in a
percentage of the receipts.
5. Pay for all infrastructure, onsite and offsite improvements, except as
otherwise noted.
'WI
k'./
SUMMARY OF AGREEMENT
HOTEL SIDE
DEVELOPER AGREES TO THE FOLLOWING:
1. Construction of a 300-room "first cl=" hotel, including 231,000 square feet
of associated retail shops, meeting rooms, banquet facilities, restaurants,
and 300 onsite parking spaces.
2. Construction of 30,000 square feet of leasable retail commercial area.
3. Construction of 5,000 square foot public plaza.
4. Construction and dedication to the city of a pedestrian over crossing to the
Pier side commercial.
5. Purchase the city property and any subsequent city acquisitions of a price to
be determined by the value of the improvements proposed upon it. (The
present city property may or may not be necessary for the construction of
the hotel, the precise location is yet to be determined).
6. Pay for all infrastructure, onsite and offsite Improvements, except as
otherwise noted.
k
i
SUMMARY OF AGREEMENT
CITY CONTRIBUTIONS
THE CITY AGREES TO THE FOLLOWING:
1. Rehabilitation and expansion of the City Pier to the surf line. (City to apply
for a coastal conservancy loan and/o7 grant).
Construction of a parking structure within a reasonable walking distance of
the proposed Improvements (approximately 1000 spaces). City to establish a
parking assessment district to pay for construction costs).
3. Acquire or work with the remaining property owners to assure a uniformity
to the overall development plan.
4. Pay relocation expenses up to $1,000,000 from H.C.D. funds.
S. Pay for the upgrading of water service in the project area up to $1,000,000.
6. Pay for the undergrounding of utilities within the project site up to $350,000.
7. Pass through all available tax increment revenues generated for both project
f areas to their respective projects for a period of 15 years.
S. pass through all transient occupancy tax revenues to the hotel project for a
period of 10 years.
1100h
ATTACHMENTS
Attachment
No.
1
Site Map
Attachment
No.
2
Legal Description
Attachment
No.
3
Pier Side Lease
Attachment
No.
4
Hotel Lease
Attachment
No.
5
Schedule of Performance
Attachment
No.
6
Agency Deed
Attachment
No.
7
Guaranty and Agreement of
Attachment
No.
8
Guaranty and Agreement of
Attachment
No.
9
Guaranty and Agreement of
Attachment
No.
10
Guaranty and Agreement of
Attachment
No.
11
Scope of Development
Attachment
No.
12
Method of Financing
vi
Stanley M. Bloom
Richard Schwartz
Sol Bitensky
Uri E. Gati
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
HUNTINGTON BEACH REDEVELOPMENT AGENCY,
AGENCY,
and
HUNTINGTON PACIFICA DEVELOPMENT GROUP,
and
CITY OF HUNTINGTON BEACH,
DEVELOPER
CITY
I
II.
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
HUNTINGTON BEACH REDEVELOPMENT AGENCY
and
HUNTINGTON PACIFICA DEVELOPMENT GROUP
TABLE OF CONTENTS
[§100] SUBJECT OF AGREEMENT
A.
[§101]
Purpose of Agreement
B.
[§102]
The Redevelopment Plan
C.
[§103]
The Site
D.
[§104]
Parties to the Agreement
1.
[§105] The Agency
2.
[§106] The Developer
3.
[§107] The City
4.
[§108]
Prohibition Against
Change in Ownership,
Management and Control
of Developer
[§200]
ASSEMBLY
OF THE SITE
A.
[§201]
Developer Efforts
B.
[§202]
Conditions to Agency Efforts
C.
[§203]
Developer Advance
D.
[§204]
Agency Efforts
E.
[§205]
Street Vacation
i
III. [§300]
DISPOSITION OF THE SITE
r"^*� A.
[§301]
Pier Side Lease, Hotel Lease and
Agency Deed
B.
(5302]
Conditions Precedent to
Disposition
C.
1§3031
Escrow
D.
[§304]
Transfer and Delivery
of Possession
E.
[§305]
Form of Disposition Documents
F.
[§306]
Condition of.Title
G.
[§307]
Time for and Place of Delivery
of Disposition'Documents
H.
[6308]
Taxes and Assessments
I.
[§309]
Recordation o_ Documents '
J.
[§310]
Title Insurance
K.
[§311]
Occupants of the Site
L.
[§312]
Condition of the Site
IV. [§400] DEVELOPMENT OF THE SITE
A. 1§401] Development of the Site by
the Developer
1. [§402] Scope of Development
2. [6403] Design Concept Drawings
3. [6404] Design Development Drawings
and Related Documents
4. [§405] Approval of Plans,
Drawings, and Related
Documents
ii
0
C
0
5.
[§406]
Construction Drawings
6.
[§407]
Cost of Construction
7.
[§408]
Construction Schedule
8.
[§409]
Bodily Injury and
Property Damage Insurance
9.
[§410]
City and Other Govern-
mental Agency Permits
10.
[§411]
Rights of Access
11.
[§412]
Local, State and Federal
Laws
12. [§413] Antidiscrimination During
Construction
[§414] Taxes, Assessments, Encumbrances
and Liens
[§415]
Prohibition Against Transfer of
the Site, the Buildings or
Structures Thereon and Assignment
of Agreement
[§416]
Mortgage, Deed of Trust, Sale and
Lease -Back Financing; Rights of
Holders
1.
[§417] No Encumbrances Except
Mortgages, Deeds of Trust,
or Sale and Lease -Back
for Development
2.
[§418] Holder Not Obligated to
Construct Improvements
3.
[§419] Notice of Default to
Mortgagee or Deed of Trust
Holders; Right to Cure
4.
[§420] Failure of Holder to
Complete Improvements
iii
S.
•[§421] Right of the Agency to
Cure Mortgage or Deed of
'r,✓
Trust Default
E.
(5422]
Right of the Agency to Satisfy
Other Liens on the Site After
Title Passes
F.
[6423)_
Certificate of Completion
IV.
(6500]
USE OF
THE SITE
A.
[§501]
Uses
B.
[§502]
Rights of Access
C.
[§503)
Effect of Violation of the
Terms and Provisions of this
Agreement After Completion of
Construction
V.
[6600]
DEFAULTS AND REMEDIES
A.
[§601]
Defaults --General
B.
[§602]
Legal Actions
1.
[§603] Institution of Legal
Actions
2.
[5604] Applicable Law
3._
[§605] Acceptance of Service
of Process
C.
[§606]
Rights and Remedies Are
Cumulative
D.
[§607]
Inaction Not a Waiver of
Default
E.
[§608]
Damages
F.
(6609]
Specific Performance.
G.
[§610]
Remedies and Rights Prior to
the Leasehold Transfer
I
iv
1.
[§611] Termination by the
Developer
2.
[§612] Termination by the
Agency
H.
[§613]
Remedies if the Parties for
Default After Passage of Title
and Prior to Completion of
Construction
1.
[§614] Termination and Damages
2.
[§615] Action for Specific
Performance
I.
[§616]
Reentry and Revesting of Title
in the Agency After the Conveyance
VI. [§700]
GENERAL
PROVISIONS
A.
[§701]
Notices, Demands and Communica-
tions Between the Parties
B.
[§702]
Conflicts of Interest
C.
[§703]
Enforced Delay; Extension of
Times of Performance
D.
[§704]
Non-libility of Officials and
Employees of the Agency and City
E.
[§705]
Submission of Documents to the
Agency for Approval
F.
[§706]
Reentry Preferences
G.
[§707]
Relocation of Existing Occupants
H.
[§708]
Amendments to this Agreement
VII. [§800]
ENTIRE
AGREEMENT, WAIVERS
VIII. [§900]
TIME FOR
ACCEPTANCE OF AGREEMENT BY
AGENCY
liJ
REQUEST FO REDEVELOPMENT
. E ELOPMENT ��IENCY ACTION
RH 85-32
Date July 5, 198 5
Submitted to: Honorable Chairman and Redevelopment Agency Me ers
Submitted by: Charles IV. Thompson, Chief Executive Office p
Prepared by: Douglas N. La Belle, Deputy City Administrator/Redevelopment
4
Subject: EXTENSION OF EXCLUSIVE NEGOTIATING AGREEMENT- TON
PACIFICA DEVELOPMENT GROUP FOR THE MAIN -PIER SUS A � ,
Consistent with Council Policy? M Yes ( I New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actioi
Att s:
STATEMENT OF ISSUE:
The Redevelopment Agency originally entered into an Exclusive Negotiating
Agreement with Huntington Pacifica Development Group on August 20,1984. This
agreement was subsequently extended for a 180-day period on November 19, 1984, and
a 60-day period on May 18,1985. Agency staff is requesting an additional 60-day
extension at this time to conclude the Disposition and Development Agreement and
schedule the appropriate public hearings.
RECOMMENDED ACTION:
Reinstate the existing agreement and extend for a 60-day period from July 17, 1985 to
allow the conclusion of the negotiating process and the appropriate hearings relating
to the Disposition and Development Agreement.
ANALYSIS:
Following the Redevelopment Agency's last extension of the Exclusive Negotiating
Agreement on May 18,1995, staff has been working towards concluding negotiations on
the DDA. The economic pro forma has been analyzed by the Agency's staff and
consultants Katz Hollis Coren do Associates, Inc., and Keyser Marston.
Staff is working with the developer to finalize the details of the Scope of Development
and Schedule of Project implementation. Due to the complexity of the draft
Disposition and Development Agreement documents, an additional sixty (60) day period
Is requested. Staff intends to use the additional time to prepare the relocation
assistance plan and to meet with the Main -Pier Project Area Committee (PAC), the
Downtown Merchants Association, area property owners, and other interested parties
prior to a public hearing on the DDA.
To date, Huntington Pacifica Development Group has acquired the majority of parcels
within the Project Area and is In various stages of further negotiations with other
property owners. Staff has had numerous meetings with the developers for the
preparation of the Disposition and Development Agreement and will be prepared to
provide a project status report, as appropriate, at your July 15th meeting.
000009 e 5 C.-O
Pio/11B5
RII 85-32
July 5, 1985
Page Two
Staff would Iike to further suggest that a study session be held on Monday, July 22,
1985, to give the Redevelopment Agency an opportunity to review, in greater detail,
the various documents, analyses, and studies which have been performed during the
Exclusive Negotiating Agreement period. Staff is working toward the completion of a
DDA to be signed by the developer and submitted to the Agency for its consideration
at the meeting of August 19,1985.
FUNDING SOURCE:
1. None at this time.
ALTERNATIVE ACTIONS:
1. Deny the extension.
2. Modify the length of extension period.
ATTACHMENTS:
1. Exclusive Negotiating Agreement and all subsequent extensions.
2. Revised Schedule of Key Events.
CIVT/DLB/A1A:lp
MAIN -PIER PROJECT
REVISED SCHEDULE OF KEY EVENTS
July 15, 1985 Status Report to City
Council/Redevelopment Agency
regarding project and development
schedule. Request Redevelopment
Agency to reinstate the Exclusive
Negotiating Agreement and extend
for 60 days (from 7/17/85) to
complete the concept development
and negotiate the final deal points.
July 19, 1985 DDA - finalized and executed by
developers?.
July 22, 1985 Status Report to City
Council/Redevelopment Agency
presented at study session.
July 22 - August 9, 1985 Staff will meet with the h1ain-Pier
Project Area Committee to discuss
the Relocation Assistance Plan for
the Downtown. Nleet with
Downtown Merchants, Property
Owners, and other interested
parties, prior to Agency's public
hearing on DDA. Appropriate staff
reports and public hearing notices
prepared for consideration of the
DDA by the City Council/Agency,
August 5 - August 9, 1985 Prepare presentation materials and
final documents for
Redevelopment Agency/City
Council public hearing on DDA.
MAIN -PIER PROJECT
REVISED SCHEDULE OF KEY EVENTS
August 12,1985 First opportunity for DDA public
hearing (requires a special
meeting).
August 19, 1985 City Council/Redevelopment
Agency consideration of DDA with
public hearing.
August 26, 1985 Alternate DDA public hearing date
(requires a special meeting).
September 3,1985 Alternate DDA public hearing date
(any action beyond 9/15/85 will
require an additional extension of
the Exclusive Negotiating
Agreement).
U485h
REQUEST F07
Submitted to:
Submitted by:
ENT I- 3ENCY ACTION
AppRO
r
'r GI,r
RH 85-19
Date
May 1, 1985
Honorable Ch ' edevelopment Agency Members
Charles W. Thompson, Chief Executive Officer
Douglas N. La Belle, Deputy City Administrator/Redevelopment
Prepares! by: EXTENSION OF EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE
HUNTINGTON BEACH REDEVELOP5IENT AGENCY AND HUNTINGTON
Subject: PACIFICA DEVELOPMENT GROUP FOR THE -MAIN -PIER SUBAREA
Consistent with Council Policy? (X] Yes [ ] New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
Huntington Pacifica Development Group entered into an Exclusive Negotiation
Agreement with the city of Huntington Beach Redevelopment Agency on August 20,
1984 for a period of ninety (90) days. This agreement was subsequently extended on
November 19,1984 for an additional 180-day period. To implement the attached
schedule previously considered at your August 20th Study Session, staff would
recommend an additional thirty (30) day extension of this agreement from May 18,
1985.
RECOMMENDED ACTION:
,;D
Reinstate existing agreement and extend for/ -.day period.
ANALYSIS:
Staff is presently working towards the completion of a Disposition and Development
Agreement in accordance with the attached schedule. As a part of this effort, we
are working with our economic consultant, Katz, Hollis, Coren do Associates, Inc., and
the developer to evaluate the economics of the project as proposed by the developer.
To enable this review to be completed, and to subsequently work towards the
resolution of the project's deal points within the time frames currently envisioned, an
extension of the exclusive agreement would be in order prior to your May 21st
meeting for further consideration of this matter. As we proceed toward the
completion of the DDA by early July, further extensions and related policy actions
may be necessary.
Additionally, to achieve the mutual objective within the proposed schedule of
defining the project's economics, the develope» has agreed to compensate the Agency
for the cost of a consultant study to complete a detailed analysis of the project's pro
forma. Accordingly, the scope of work has been identified and the consultant is
presently reviewing background data submitted to him by the developer and staff to
complete this analysis. The work that will be performed will be totally funded by the
developer and provided to the Agency consultant.
:1� I" -S �
P10/4185
Q
RH 85 19
May 1, 1985
Page Two
FUNDING SOURCE:
None required.
ALTERNATIVES:
1. Deny extension of existing exclusive negotiating agreement
2. Modify length of extension period
ATTACHMENTS:
1. Exclusive Negotiating Agreement with Huntington Pacifica Development Group
(Exhibit 1)
2. Draft Schedule of Key Events (Exhibit 2)
C1h T/DLB:1p
"EXHIBIT 1"
PLANNING AND NEGOTIATING AGREEMENT BY AND -
BETWEEN THE HUNTINGTON BEACH REDEVELOPMENT
rY OF HUNTINGTON BEARpa ENCY AND HUNTINGTON PACIFICA DEVELOPMENT GROUP
FIOF THE CITY CLERK REDEVELOPMENT
THE MAIN -PIER SUBAREA OF THE MAIN -PIER
FILE
COFAIN STREET REDEVELOPMENT PROJECT AREA
1NTINGTON BEACH, CALIF. 92648
THIS EXCLUSIVE NEGOTIATING AGREEMENT (t a "Agreement") is
made and entered into this ADth day of l— 1984, by
and between the HUNTINGTON EACH REDEVELORKENZ AGENCY, a public
body (the "Agency") and Huntington Pacifica Development Group,
a ornia Joint Venture, having its office at s2L7G.j Fed -t,5`4 �ilif
C'•t �no�� California (the "Developer") .
R E C I T A L S
In furtherance of the objectives of the Community
Redevelopment Law of the State of California. the Agency is
desirous of encouraging the redevelopment of those certain
parcels of land located within the Main -Pier Subarea of the
Main -Pier Redevelopment Project, as shown on Exhibit "A"
attached hereto (the "Main -Pier Subarea").
SITE 1
The Developer desires to redevelop that portion of the
Main -Pier Subarea as designated on Exhibit "A" as "Site I."
The Developer currently owns those certain parcels within
Site 1 as shown on Exhibit A and has binding agreements to
purchase those certain parcels within Site 1 as shown on
Exhibit A. The Agency desires that the redevelopment of Site 1
proceed in a manner compatible with adjacent property and
consistent with the Redevelopment Plan.
The Developer acknowledges that plans for the redevelopment
of Site 1 must accomodate the interests of a majority of
landowners as set forth by Agency Resolution 48, as amended,
and that such redevelopment should be compatible with adjacent
uses within the Main -Pier Subarea.
The Developer is desirous of negotiating a Disposition and
Development Agreement with the Agency (the "DDA") to redevelop
Site 1 with visitor --serving commercial uses and various public
uses.
SUBAREA MASTER PLAN
The Developer further desires to cooperate with the
existing property owners from throughout the entire Main -Pier
Subarea in preparing a master plan which will complement the
development of Site 1 and expedite the overall redevelopment
program. Developer intends to work with existing property
owners in an effort to assess individual interests and identify
development opportunities and, with the cooperation of the
existing property owners, establish an overall master plan for
the Main -Pier Subarea. Developer would only pursue a
Disposition and Development Agreement for the area outside of
Site 1 if, and only if, the existing property owners support
such an effort as required by Resolution 48, as amended.
MUTUAL UNDERSTANDING AND INTENT
It is understood that the Developer desires to enter into
this Agreement to demonstrate its capabilities to the Agency,
to seek the cooperation of existing property owners in
preparing an overall plan for the Main -Pier Subarea, to
evaluate the economic feasibility of redeveloping Site 1, and
thereupon, if the Developer obtains requisite consents of
property owners, and the Agency and the Developer are able to
agree upon terms for the disposition and development of Site 1
and possibly other appropriate portions of the Main -Pier
Subarea, to enter into a DDA.
It is further understood and acknowledged that the
economics of the development of the site by Developer and the
feasibility of the development of the Site by Developer and the
feasibility of the Agency and the Developer entering into a DDA
have not been determined to the satisfaction of either party.
It is the intent of this Agreement to provide a limited period
of time during which the Agency will work exclusively with the
Developer and participating property owners in making the
appropriate assessments and preparing the necessary plans.
NOW, THEREFORE, the parties mutually agree as follows:
1. Development Feasibility Study and Master Plan: Upon
execution of this Agreement by the Agency, the Developer shall
work cooperatively with existing property owners and commence
preparing or causing the preparation of a study concerning the
development feasibility of the Main -Pier Subarea. Concurrently
with such effort, and with property owner involvement, the
Developer shall prepare a proposed master plan (the "Master
Plan") for the redevelopment of the Main -Pier Subarea. The
Master Plan shall provide for the redevelopment of the
Main -Pier Subarea with facilities and uses that should be
compatible with the approved coastal plan and will
substantially upgrade the Main -Pier Subarea and the surrounding
vicinity.
2. Approval of Landowners. Commencing on or before the
date the Agency executes this Agreement and continuing
throughout the next ninety (90) days (the "Negotiating
Period"), the Developer shall seek approval and consent of
two-thirds (2/3) of the landowners, with such consent
0293p/2273/00 -2-
representing at least (2/3) of landholdings within the
Main -Pier Subarea, or at least Site 1 (the "Consents") to enter
into a DDA with the Agency as to Site 1 and other portions of
the Main -Pier Subarea where appropriate consent has been
obtained to act as developer thereunder.
3. Developer's Progress Report: Forty-five (45) days
after the Agency executes this Agreement, the Developer shall
make a complete progress report to the Agency, fully describing
its achievements with respect to evaluating the Main -Pier
Subarea, and obtaining the Consents (the "Progress Report").
The developer additionally shall make full disclosure to the
Agency of its principals, officers, stockholders, partners,
joint ventures, employees and/or other associates, and all
financial and operational information concerning the Developer
and its associates as may be requested by the Agency. If
requested by the Agency or the staff of the Agency, the
Developer shall augment such Progress Report, and appear before
the Agency at a public meeting to further supplement its report
to its activities.
4. Negotiating Period:
a) During the Negotiating Period, the Agency and the
Developer shall negotiate in good faith to reach agreement on
business points and prepare the DDA. The Agency agrees that,
unless this Agreement is terminated, it shall not during the
Negotiating Period, negotiate with any other person or entity
regarding the redevelopment of Site 1 or the Agency's or City's
landholdings within the balance of the Main -Pier Subarea,
except other existing property owners; the foregoing shall not
be deemed to prevent the Agency from furnishing to anyone
public records and information pertaining to the Main -Pier
Subarea available to the Agency.
b) During the last ten (10) days of the Negotiating
Period. the Developer shall make a complete report the the
Agency with respect to all of the activities of the Developer
hereunder (the "Final Report"). The Final Report shall
include, without limitation, a proposed Master Plan for the
redevelopment of the Main -Pier Subarea.
5. Agency Option to Terminate. In the event that (i) the
Developer fails, in a timely manner, to make the Progress
Report or the Final Report in scope and detail acceptable to
the Agency in its sole discretion, or (ii) the Developer
advises the Agency that it is not feasible for the Developer to
proceed with the redevelopment of Site 1, the Agency shall, at
its option, and upon written notice to the Developer, terminate
this Agreement; thereafter except, with respect to and the
provision of the Progress Report and the Full Report, neither
party shall have any obligation or liability to the other party.
0293p/2273/00 -3-
6. Termination of Agreement. This Agreement shall
terminate at the end of the Negotiating Period (as defined
herein), unless earlier terminated pursuant to Section 6 or
extended upon mutual agreement of the parties.
7. Extension of Negotiations: The Developer acknowledges
that the Agency shall not be obligated to extend the term of
this Agreement or to enter into any DDA with the Developer;
provided that. subject to the terms set forth in this Agreement,
the Agency (and the Developer) shall negotiate in good faith
with respect to a DDA for Site 1 and shall consider reasonable
requests to extend negotiations in the event the Developer has
proceeded diligently hereunder. In the event of termination or
expiration of this Agreement,, the Agency shall be free at its
option to negotiate with any persons or entities with respect
to the redevelopment of all or any portion of the Main -Pier
Subarea. Developer specifically acknowledges that this
Agreement creates no interest or right in the Main -Pier Subarea
(or any portion thereof), other than those parcels owned or
controlled by Developer, and the Developer hereby waives any
right to claim such other interest as a result hereof.
8. Reports Become Property of Agency: The Developer
agrees and acknowledges that the Progress Report and the Final
Report shall be the property of the Agency which may thereafter
use such Reports in its sole discretion.
9. Agency Non -Liability for Cost of Study: The Developer
agrees and acknowledges that, irrespective of whether the
parties enter into a DDA, the Agency shall have no obligation
to contribute toward any cost of the study of the Main -Pier
Subarea, the preparation of the Master Plan, or the preparation
of the Progress Report or the Final Report.
10. Prohibition A ainst Discrimination: The Developer
agrees that there shall be no discrimination against or
segregation of, any person, or group of persons. on account of
sex, race, color, age marital status, religion. creed, national
origin or ancestry in the sale, lease sublease, transfer, use,
occupancy, tenure or enjoyment of the Subarea, nor shall the
transferee establish or permit any such practice or practices
of discrimination or segregation with reference to the
selection, location, number, use of occupancy of tenants,
lessees, subtenants, sublessees or vendees of the land.
11. Conditions of Assignment of Agreement: This Agreement
shall not be assigned by the Developer without prior written
approval of the Agency, which the Agency shall grant or refuse
at its sole discretion. The Agency acknowledges that, if the
Developer desires to proceed to redevelop Site 1 pursuant to an
agreement with the Agency, the Developer may desire to assign
its rights in this Agreement to another corporation,
partnership, joint venture or other entity with which the
0293p/2273/00 -4-
' � �' fir✓
Developer or its shareholders, directors or officers are
affiliated and as to which the Developer retains at least a
fifty percent (50%) of the profits and losses and management
authority (an "Affiliated Entity"). The Agency agrees to
consider a request by the Developer to assign the Developer's
rights and obligations pursuant to this Agreement to an
Affiliated Entity.
12. DDA Approval by Agency: The Developer's principals,
associates, partners, joint ventures, negotiators, development
manager, consultants, professionals and employees shall not be
deemed employees of the Agency for any purpose.-
13. DDA Approval by Agency: If the negotiations hereunder
culminate in a DDA signed by Developer, such an agreement shall
become effective only after and if the DDA has been considered
and approved by the Agency at its sole discretion following a
duly -noticed public hearing.
14. DDA Approval by Agency: This Agreement sets forth the
entire agreement between the Agency and the Developer.
The parties hereof have executed this Agreement the day and
year first appearing herein. R
ATTEST:
�' aril L
Agency Clerk
APPROVED AS TO FORM:
Agency Counsel 9 -t S-I'
LA
son
HUNTINGTON PACIFICA DEVELOPMENT
GROUP COMPANY, a California
Partne.rshi A _
INITIATED AND APPROVED AS TO
CONTENT*
Redevelopment Coordin or
Xecial
0 ? AST TORM:
gency Counsel
0293p/2273/00 -5-
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........
MAIN --PI ER
SUBAREA
°ExHIBIT 2"
M
MAIN -PIER PROJECT
DRAFT SCHEDULE OF KEY EVENTS
April 4 - May 9, 1985 Complete concept development
plan, economic proforma, and
negotiate deal points.
April 23 - May 20, 1985 As appropriate, draft applicable
provisions of DDA
April 22, 1985 Status Report to City
Council/Redevelopment Agency
presented at study session.
May 21, 1985 As appropriate, presentation to
City Council/Redevelopment
Agency regarding project proforma
and development schedule.
Consideration of other actions by
City Council/Agency, as
appropriate.
May 21 -June 14, 1985 DDA - finalized and executed by
developer(s).
June 14 - June 21, 1985 Appropriate staff reports and
public hearing notices prepared for
consideration of the DDA by the
City Council/Agency.
July 2, 1985 City Council/Redevelopment
Agency considers DDA.
0785h
Y
CITY 4F HUNTINGTON BEACH
t-- COUNCIL - ADMINISTRATOR COMMUNICATION CA 85-30
MuNTINGIUN TEACH
Honorable Aiayor/Chairman and Charles W. Thompson,
To City Council/Agency Members From City Administrator
MAIN -PIER (HUNTINGTON PACIFICA) April 19, 1985
Subject STATUS REPORT Date
In August of 1984, you entered into an Exclusive Negotiating Agreement with the
Huntington Pacifica Development Group for a site within the Main -Pier subarea of the
Main -Pier Redevelopment Project Area. (See Exhibit 1). One purpose of the Exclusive
Negotiating Agreement was to afford the developer an opportunity to evaluate the
development's feasibility and prepare a master plan for the redevelopment of the
Mein -Pier subarea. The Agreement also provides that the developer shall work to seek
approval and consent of two-thirds (2/3) of the landowners of at least Site 1 in order to
enter into a Disposition and Development Agreement for development purposes. Since the
initial Agreement was executed, the continuing objective has been to develop a plan that
would lead to a mutually acceptable Disposition and Development Agreement between the
City/Agency and the developers of the property.
In November of 1984, the original Exclusive Negotiating Agreement was extended for an
additional period of 180 days. This present extension will expire on or about May 20,
1985, and the desired objective by that date is to have reached agreement on the major
deal points in concept for consideration by the City Council/Redevelopment Agency. As
this portion of the process concludes, it will enable staff to finalize the Disposition and
Development Agreement and related documents, and notice the matter for appropriate
hearings and City Council/Agency consideration. Attached to this memorandum is a
projected schedule with key dates for concluding this phase of the development process
and if these time frames are achieved, it is expected that construction could commence
with appropriate subsequent development approvals by early 1986. (See Exhibit 2).
The Scope of Development for this Project as outlined on Exhibit 3, provides for a
300-room hotel, P.C.H. commercial of 75,000 square feet, Main Street commercial of
38,000 square feet, and a pier side village of 100,000 square feet. The major task
presently underway by the developer and staff is an evaluation of the project's economics
so that we may identify project costs, as well as, benefits; thus enabling us to match
public and private resources with those costs to determine if a mutually viable ecomomic
package can be arrived at. It is expected that within the next several weeks we will have
identified, refined, and evaluated the benefits and costs for the purpose of negotiating the
deal points related to the DDA.
Staff and the developer will be prepared to review with you in detail the proposed site
plan in concept, as well as, the schedule of key events at your Monday, April 22nd Study
Session.
R ully submitted
re�.s .Th p o� �~
City Administrator
CWT/DLB:lp f
Attachments
gat
"EXHIBIT 1"
PLANNING AND NEGOTIATING AGREMMIT BY AND
BETWEEN THE HUNTINGTON BEACH REDEVELOPME—VT
rY OF HUNTINGTON $EA(VEICY AND HUNTINGTON PACIFICA DEVELOPM..�NT GROUP
�1C� OF THE CITY CLERK FOR THE MAIN -PIER SUBAREA OF THE KAIN-PIER
FI E OF HE CI' REDEVELOPMEM'NT PROJECT AREA
NT:NGTON BEACH, CALIF. 92648
THIS EXCLUSIVE NEGOTIATING AGREEM.FNT (t a "Agreement") is
made and entered into this th day of T , 1984, by
and between the HUN.TINGTON Ea►CH REDEVELOPMF-Y AGENCY, a public
body (the "Agency") and Huntington Pacifica Development Group,
a �lifornia Joint Venture, having its office at
Sly_, . C d 1,00yi California (the "Developer") .
R E C I T A L S
In furtherance of the objectives of the Community
Redevelopment Law of the State of California, the Agency is
desirous of encouraeing the redevelopment of those certain
parcels of land located within the Main -Pier Subarea of the
Main -Pier Redevelopment Project, as shown on Exhibit "A"
attached hereto (the "Main -Pier Subarea").
SITE 1
The Developer desires to redevelop that portion of the
Main -Pier Subarea as designated on Exhibit "A" as "Site 1."
The Developer currently owns those certain parcels within
Site 1 as shown on Exhibit A and has binding agreements to
purchase those certain parcels within Site 1 as shown on
Exhibit A. The Agency desires that the redevelopment of Site 1
proceed in a manner compatible with adjacent property and
consistent with the Redevelopment Plan.
The Developer acknowledges that plans for the redevelopment
of Site 1 must accomodate the interests of a majority of
landowners as set forth by Agency Resolution 48, as amended,
and that such redevelopment should be compatible with adjacent
uses within the Main -Pier Subarea.
The Developer is desirous of negotiating a Disposition and
Development Agreement with the Agency (the "DDA") to redevelop
Site 1 with visitor -serving comirercial uses and various public
uses.
SUBAREA MASTER PLAN
The Developer further desires to cooperate with the
existing property owners from throughout the entire Main -Pier
Subarea in preparing a master plan which will complement the
development of Site 1 and expedite the overall redevelopment
program. Developer intends to work with existing property
�J
owners in an effort to assess individual interests and identify
development opportunities and, with the cooperation of the
existing property owners, establish an overall master plan for
the Main -Pier Subarea. Developer would only pursue a
Disposition and Development Agreement for the area outside of
Site 1 if, and only if, the existing property owners support
such an effort as required by Resolution 48, as amended.
MUTUAL UNDERSTANDING AND INTENT
It is understood that the Developer desires to enter into
this Agreement to demonstrate its capabilities to the Agency,
to seek the cooperation of existing property owners in
preparing an overall plan for the Main -Pier Subarea, to
evaluate the economic feasibility of redeveloping Site 1, and
thereupon, if the Developer obtains requisite consents of
property owners, and the Agency and the Developer are able to
agree upon terms for the disposition and development of Site
and possibly other appropriate portions of the Main -Pier
Subarea, to enter into a DDA.
It is further understood and acknowledged that the
economics of the development of the site by Developer and the
feasibility of the development of the Site by Developer and the
feasibility of the Agency and the Developer entering into a DDA
have not been determined to the satisfaction of either party.
It is the intent of this Agreement to provide a limited period
of time during which the Agency will work exclusively with'the
Developer and participating property owners in making the
appropriate assessments and preparing the necessary plans.
NOW, THEREFORE. the parties mutually agree as follows:
I. Development Feasibility Study and Master Plan: Upon
execution of this Agreement by the Agency, the Developer shall
work cooperatively with existing property owners and commence
preparing or causing the preparation of a study concerning the
development feasibility of the Main -Pier Subarea. Concurrently
with such effort, and with property owner involvement, the
Developer shall prepare a proposed master plan (the "Master
Plan") for the redevelopment of the Main --Pier Subarea. The
Master Plan shall provide for the redevelopment of the
Main -Pier Subarea with facilities and uses that should be
compatible with the approved coastal plan and will
substantially upgrade the Main -Pier Subarea and the surrounding
vicinity.
2. Approval of Landowners. Commencing on or before the
date the Agency executes this Agreement and continuing
throughout the next ninety (90) days (the "Negotiating
Period"), the Developer shall seek approval and consent of
two-thirds (2/3) of the landowners, with such consent
0293p/2273/00 -2-
representing at least (2/3) of landholdings within the
Main -Pier Subarea, or at least Site 1 (the "Consents") to enter
into a DDA with the Agency as to Site 1 and other portions of
the Main -Pier Subarea where appropriate consent has been
obtained to act as developer thereunder.
3. DeveloDer'S_Progress Report: Forty-five (45) days
after the Agency executes this Agreement, the Developer shall
make a complete progress report to the Agency, fully describing
its achievements with respect to evaluating the Main -Pier
Subarea, and obtaining the Consents (the "Progress Report").
The developer additionally shall make full disclosure to the
Agency of its principals, officers. stockholders, partners,
joint ventures, employees and/or other associates, and all
financial and operational information concerning the Developer
and its associates as may be requested by the Agency. If
requested by the Agency or the staff of the Agency, the
Developer shall augment such Progress Report, and appear before
the Agency at a public meeting to further supplement its report
to its activities.
4. Negotiating Period:
a) During the Negotiating Period, the Agency and the
Developer shall negotiate in gocd faith to reach agreement on
business points and prepare the DDA. The Agency agrees that,
unless this Agreement is terminated, it shall not during the
Negotiating Period, negotiate with any other person or entity
regarding the redevelopment of Site 1 or the Agency's or City's
landholdings within the balance of the Main -Pier Subarea,
except other existing property owners; the foregoing shall not
be deemed to prevent the Agency from furnishing to anyone
public records and information pertaining to the Main -Pier
Subarea available to the Agency.
b) During the last ten (10) days of the Negotiating
Period, the Developer shall make a complete report the the
Agency with respect to all of the activities of the Developer
hereunder (the "Final Report"). The Final Report shall
include, without limitation, a proposed Master Plan for the
redevelopment of the Main -Pier Subarea.
5. Agency Option to Terminate. In the event that (i) the
Developer fails, in a timely manner, to make the Progress
Report or the Final Report in scope and detail acceptable to
the Agency in its sole discretion, or (ii) the Developer
advises the Agency that it is not feasible for the Developer to
proceed with the redevelopment of Site 1, the Agency shall, at
its option, and upon written notice to the Developer, terminate
this Agreement; thereafter except with respect to and the
provision of the Progress Report and the Full Report, neither
party shall have any obligation or liability to the other party.
0293p/2273/00
-3-
V
6. Termination of Agreement. This Agreement shall
terminate at the end of the Negotiating Period (as defined
herein), unless earlier terminated pursuant to Section 6 or
extended upon mutual agreement of the parties.
7. Extension of Negotiations: The Developer acknowledges
that the Agency shall not be obligated to extend the term of
this Agreement or to enter into any DDA with the Developer;
provided that, subject to the terms set forth in this Agreement,
the Agency (and the Developer) shall negotiate in good faith
with respect to a DDA for Site 1 and shall consider reasonable
requests to extend negotiations in the event the Developer has
proceeded diligently hereunder. In the event of termination or
expiration of this Agreement,, the Agency shall be free at its
option to negotiate with any persons or entities with respect
to the redevelopment of all or any portion of the Main --Pier
Subarea. Developer specifically acknowledges that this
Agreement creates no interest or right in the Main -Pier Subarea
(or any portion thereof), other than those parcels owned or
controlled by Developer, and the Developer hereby waives any
right to claim such other interest as a result hereof.
8. Reports Become Property -of Agency: The Developer
agrees and acknowledges that the Progress Report and the Final
Report shall be the property of the Agency which may thereafter
use such Reports in its sole discretion.
9. Agency Non -Liability fcr_Cost_of,Studv: The Developer
agrees and acknowledges that, irrespective of whether the
parties enter into a DDA, the Acency shall have no obligation
to contribute toward any cost of the study of the Main -Pier
Subarea, the preparation of.the Master Plan, or the preparation
of the Progress Report or the Final Report.
10. Prohibit i_on Against_Discrimination: The Developer
agrees that there shall be no discrimination against or
segregation of, any person, or group of persons, on account of
sex, race, color, age marital status, religion, creed, national
origin or ancestry in the sale, lease sublease, transfer, use,
occupancy, tenure or enjoyment of the Subarea, nor shall the
transferee establish or permit any such practice or practices
of discrimination or segregation with reference to the
selection, location, number, use of occupancy of tenants,
lessees, subtenants, sublessees or vendees of the land.
11. Conditions of Assivncnent of Agreement: This Agreement
shall not be assigned by the Developer without prior written
approval of the Agency, which the Agency shall grant or refuse
at its sole discretion. The Agency acknowledges that, if the
Developer desires to proceed to redevelop Site 1 pursuant to an
agreement with the Agency, the Developer may desire to assign
its rights in this Agreement to another corporation,
partnership, joint venture or other entity with which the
0293p/2273/00 -4-
LJ
Developer or its shareholders, directors or officers are
affiliated and as to which the Developer retains at least a
fifty percent (50%) of the profits and losses and management
authority tan "Affiliated Entity"). The Agency agrees to
consider a request by the Developer to assign the Developer's
rights and obligations pursuant to this Agreement to an
Affiliated Entity.
12. DDA _AvDroval by Agency: The Developer's principals,
associates, partners, joint ventures, negotiators, development
manager, consultants, professionals and employees shall not be
deemed employees of the Agency for any purpose.
13. DDA ADnroval by Agency: If the negotiations hereunder
culminate in a DDA signed by Developer, such an agreement shall
become effective only after and if the DDA has been considered
and approved by the Agency at its sole discretion following a
duly -noticed public hearing.
14. DDA Approval by..Agency: This Agreement sets forth the
entire agreement between the Agency and the Developer.
The parties hereof have executed this Agreement the day and
year first appearing herein. A
ATTEST:
U
Agency Clerk
APPROVED AS TO FORM:
Agency Counsel
erson
HUNTINGTON PACIFICA DEVELOP..NF-IT
GROUP COMPANY, a California
PartnershtA
INITIATED AND APPROVED AS TO
CONTENT •
Re evelopment evelent Coordin ..or
REV I AND 0 W-JAST OR.M:
Special ency Couns
0293p/2273/00 -5-
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::•:::•:•:':•: AIN --PIER
..............
SUBAREA
"EXHIBIT 2"
MAIN -PIER PROJECT
DRAFT SCHEDULE OF KEY EVENTS
April 4 - May 9, 1985 Complete concept development
plan, economic proforma, and
negotiate deal points.
April 23 - May 20, 1985 As appropriate, draft applicable:
provisions of DDA
April 22, 1985 Status Report to City
Council/Redevelopment Agency
presented at study session.
May 20, 1985 _ As appropriate, presentation to
City Council/Redevelopment
Agency regarding project proforma
and development schedule.
Consideration of other actions by
City Council/Agency, as
appropriate.
May 21 - June 14, 1985 DDA -finalized and executed by
developer(s).
June 14 - June 21, 1985 Appropriate staff reports and
public hearing notices prepared for
consideration of the DDA by the
City Council/Agency.
July 2, 1985 City Council/Redevelopment
Agency considers DDA.
0785h
"EXHIBIT 3"
MAIN -PIER PROJECT
AREA l:
Pier Side Village
AREA 2:
r
300-Room Hotel
AREA 2a:
PCH Commercial -
Office
Retail
Theatre
AREA 3:
Main Street Commercial -
Re tail
Office
AREA 4:
250-Roam Hotel
PROJECT TOTAL•
100,000 sq.ft.
201,000 sq.ft.
25,000 sq.ft.
26,000 sq.ft.
24,000 sq.ft.
75,000 sq.ft.
14,000 sq.ft.
24,000 sq.ft.
38,000 sq.ft.
To be Determined
414,000 sq.ft.
0T68h
REOUES1 )R REDEVELOPMENT AGENCY A *ON PH 84-41
Date November 8, 1984 _ GII,
�M
Submitted to: Honorable Chairman and Redevelopment Agency Member AP'FR4"d rbTY r�1T�31�
r 1.�__._._.
Submitted by: Charles W. Thompson, Chief Executive Officer
Prepared by: Douglas N. LaBelle, Deputy Director of Redevelopmen CITY,CL
Subject: EXTENSION OF EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE HUNTINGTON
BEACH REDEVELOPMENT AGENCY AND HUNTINGTON PACIFICA DEVELOPMENT GROUP
FOR THE MAIN -PIER SUBAREA OF THE MAIN -PIER REDEVELOPMENT PROJECT AREA
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
Huntington Pacifica Development Group entered into an Exclusive Negotiation Agreement
with the City of Huntington Beach Redevelopment Agency on August 20, 1984, for a
period of ninety (90) days. At this time, Huntington Pacifica would like to request
a one -hundred and eighty (180) day extension.
RECOMMENDED ACTION:
Reinstate existing agreement and extend for a one -hundred and eighty (180) day
period.
ANALYSIS:
On August 30, 1984, Huntington Pacifica Development Group and the Redevelopment Agency
entered into an Exclusive Negotiation Agreement to, among other stipulations, develop
a suitable plan for the redevelopment of that portion of the Main -Pier Subarea desig-
nated as "Site 1" on the attached Exhibit "A," to cooperate with the existing property
owners throughout the entire Main -Pier Subarea in preparing a master plan which will
complement the development of said Site 1, to evaluate the economic feasibility of
redevelopment within Site 1, and whereupon, if Huntington Pacifica Group obtains
requisite consent of property owners, the Agency and Huntington Pacifica Group will
be able to agree upon terms for the disposition and development of Site 1, enter into
a Disposition and Development Agreement (DDA) as to said Site 1.
To date, Huntington Pacifica Group acquired the majority of parcels within Site 1
and are in various stages of further negotiations with other property owners. They
have had numerous meetings with Redevelopment staff members in developing a compre-
hensive site plan.
Due to the complexity in preparation of a mutually agreeable site plan and development
of an overall parking and circulation plan, an additional one -hundred and eighty (180)
day period is requested.
FUNDING SOURCE:
Redevelopment Contractual Services fund for necessary appraisals.
ALTERNATIVES:
1. Deny extension of existing agreement.
2. Modify length of extension period.
`� r
Rii 64-41
November B, 1984
Page Two
ATTACHMENTS:
1. Letter from Huntington Pacifica Group requesting extension.
2. Existing Negotiation Agreement
CkT/CPS:lp
V
PLANNING ANTI) NEGOTIATING AGREEMENT BY FIND
BETWEEN THE H"IlINGTOti BEACH REDEVELOPMENT
VTY Or HUNTINGTON HEANE'NCY AND HUNTINGTON PACIFICA DEVE.LOPMEN'T GROUP
OFFICE OF THE CITY CLERK FOR THE MAIN -PIER SUBAREA OF THE MAIN -PIER
e"OOC, MAIN STREET' REDEVELOPN`.ENT PROJECT AREA 10
HUNTINGTON BEACH, CALIF. 92648
ORIGIN'
Re4 w+l rc
Coy C I[lzt
THIS EXCLUSIVE NEGOTIATING AGREEMENT (t a "Agreement") is
made and entered into this �Qh day of 1984, by
and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public
body (the "Agency") and Huntington Pacifica Development Group, �f
a lifornia Joint Venture, having its office at 9�� fia.�_ S%—`
California (the "Developer").
R E C I T A L S
In furtherance of the objectives of the Community
Redevelopment Law of the State of California, the Agency is
desirous of encouraging the redevelopment of those certain
parcels of land located within the Main -Pier Subarea of the
Main -Pier Redevelopment Project, as shown on Exhibit "A"
attached hereto (the "Main -Pier Subarea").
SITE 1
The Developer desires to redevelop that portion of the
Main -Pier Subarea as designated on Exhibit "A" as "Site 1."
The Developer currently owns those certain parcels within
Site 1 as shown on Exhibit A and has binding agreements to
purchase those certain parcels within Site 1 as shown on
Exhibit A. The Agency desires that the redevelopment of Site
proceed in a manner compatible with adjacent property and
consistent with the Redevelopment Plan.
The Developer acknowledges that plans for the redevelopment
of Site 1 must acco:rodate the interests of a majority of
landowners as set forth by Agency Resolution 48, as amended,
and that such redevelopment should be compatible with adjacent
uses within the Main -Pier Subarea.
The Developer is desirous of negotiating a Disposition and
Development Agreement with the Agency (the "DDA") to redevelop
Site 1 with visitor -serving commercial uses and various public
uses.
SUBAREA FASTER PLAN
The Developer further desires to cooperate with the
existing property owners from throughout the entire Main -Pier
Subarea in preparing a master plan which will complement the
development of Site 1 and expedite the overall redevelopment
program. Developer intends to work with existing property
I/
owners in an effort to assess individual interests and identify
development opportunities and, with the cooperation of the
existing property owners, establish an overall master plan for
the Main -Pier Subarea. Developer would only pursue a
Disposition and Development Agreement for the area outside of
Site 1 if, and only if, the existing property owners support
such an effort as required by Resolution 48, as amended.
MUTUAL =, ERS T AND I NG AID I N i'ENT
It is understood that the Developer desires to enter into
this Agreement to demonstrate its capabilities to the Agency,
to seek the cooperation of existing property owners in
preparing an overall plan for the Main -Pier Subarea, to
evaluate the economic feasibility of redeveloping Site 1, and
thereupon, if the Developer obtains requisite consents of
property owners, and the Agency and the Developer are able to
agree upon terms for the disposition and development of Site 1
and possibly other appropriate portions of the Main -Pier
Subarea, to enter into a DDA.
It is further understood and acknowledged that the
economics of the development of the site by Developer and the
feasibility of the development of the Site by Developer and the
feasibility of the Agency and the Developer entering into a DDA
have not been determined to the satisfaction of either party.
It is the intent of this Agreement to provide a limited period
of time during which the Agency *,ill work exclusively with the
Developer and participating property owners in making the
appropriate assessments and preparing the necessary plans.
NOW, THEREFORE, the parties mutually agree as follows:
1. Development Feasibility Study and Master Plan: Upon
execution of this Agreement by the Agency, the Developer shall
work cooperatively with existing property owners and commence
preparing or causing the preparation of a study concerning the
development feasibility of the Main -Pier Subarea. Concurrently
with such effort, and with property owner involvement, the
Developer shall prepare a proposed master plan (the "Master
Plan") for the redevelopment of the Main --Pier Subarea. The
Master Plan shall provide for the redevelopment of the
Main -Pier Subarea with facilities and uses that should be
compatible with the approved coastal plan and will
substantially upgrade the Main -Pier Subarea and the surrounding
vicinity.
2. Approval of Landowners. Commencing on or before the
date the Agency executes this Agreement and continuing
throughout the next ninety (90) days (the "Negotiating
Period"), the Developer shall seek approval and consent of
two-thirds (2/3) of the landowners, with such consent
0293p/2273/00 -2-
representing at least (2/3) of landholdings within the
Main -Pier Subarea, or at least Site 1 (the "Consents") to enter
into a DDA with the Agency as to Site 1 and other portions of
the Main -Pier Subarea where appropriate consent has been
obtained to act as developer thereunder. •
3. Developer's Progress Report: Forty-five (45) days
after the Agency executes this Agreement, the Developer shall
make a complete progress report to the Agency, fully describing
its achievements with respect to evaluating the Main -Pier
Subarea, and obtaining the Consents (the "Progress Report").
The developer additionally shall make full disclosure to the
Agency of its principals, officers, stockholders, partners,
joint ventures, employees and/or other associates, and all
financial and operational information concerning the Developer
and its associates as may be requested by the Agency. If
requested by the Agency or the staff of the Agency, the
Developer shall augment such Progress Report, and appear before
the Agency at a public meeting to further supplement its report
to its activities.
4. Negotiating Period:
a) During the Negotiating Period, the Agency and the
Developer shall negotiate in good faith to reach agreement on
business points and prepare the DDA. The Agency agrees that,
unless this Agreement is terminated, it shall not during the
Negotiating Period, negotiate with any other person or entity
regarding the redevelopment of Site 1 or the Agency's or City's
landholdings within the balance of the rain -Pier Subarea,
except other existing property owners; the foregoing shall not
be deemed to prevent the Agency from furnishing to anyone
public records and information pertaining to the Main -Pier
Subarea available to the Agency.
b) During the last ten (10) days of the Negotiating
Period, the Developer shall make a complete report the the
Agency with respect to all of the activities of the Developer
hereunder (the "Final Report"). The Final Report shall
include, without limitation, a proposed Faster Plan for the
redevelopment of the Main -Pier Subarea.
5. Aqency Option to Terminate. In the event that (i) the
Developer fails, in a timely manner, to make the Progress
Repot or -the Final Report in scope and detail acceptable to
the Agency in its sole discretion, or (ii) the Developer
advises the Agency that it is not feasible for the Developer to
proceed with the redevelopment of Site 1, the Agency shall, at
its option, and upon written notice to the Developer, terminate
this Agreement; thereafter except with respect to and the
provision of the Progress Report and the Full Report, neither
party shall have any obligation or liability to the other party.
0293p/2273/00 -3-
6. Termination of Agreement. This Agreement shall
terminate at the end of the Negotiating Period (as defined
herein.), unless earlier terminated pursuant to Section 6 or
extended upon mutual agreement of the parties.
7. Extension of Negotiations: The Developer acknowledges
that the Agency shall not be obligated to extend the term of
this Agreement or to enter into any DDA with the Developer;
provided that, subject to the terms set forth in this Agreement,
the Agency (and the Developer) shall negotiate in good faith
with respect to a DDA for Site 1 and shall consider reasonable
requests to extend negotiations in the event the Developer has
proceeded diligently hereunder. In the event of termination or
expiration of this Agreement,, the Agency shall be free at its
option to negotiate with any persons or entities with respect
to the redevelopment of all or any portion of the Main -Pier
Subarea. Developer specifically acknowledges that this
Agreement creates no interest or right in the Main -Pier Subarea
(or any portion thereof), other than those parcels owned or
controlled by Developer, and the Developer hereby waives any
right to claim such other interest as a result hereof.
8. Re2orts Become Property of AcTency: The Developer
agrees and acknowledges that the Progress Report and the Final
Report shall be the property of the Agency which may thereafter
use such Reports in its sole discretion.
9. Agency Nora -Liability for Cost ofStudy: The Developer
agrees and acknowledges that, irrespective of whether the
parties enter into a DDA, the Agency shall have no obligation
to contribute toward any cost of the study of the Main -Pier
Subarea, the preparation of the Master Plan, or the preparation
of the Progress Report or the Final Report.
10. Prohibition Against Discrimination: The Developer
agrees that there shall be no discrimination against or
segregation of, any person, or group of persons, on account of
sex, race, color, age marital status, religion, creed, national
origin or ancestry in the sale, lease sublease, transfer, use,
occupancy, tenure or enjoyment of the Subarea, nor shall the
transferee establish or permit any such practice or practices
of discrimination or segregation with reference to the
selection, location, number, use of occupancy of tenants,
lessees, subtenants, sublessees or vendees of the land.
11. Conditions of Assi=, ent of Agreement: This Agreement
shall not be assigned by the Developer without prior written
approval of the Agency, which the Agency shall grant or refuse
at its sole discretion. The Agency acknowledges that, if the
Developer desires to proceed to redevelop Site 1 pursuant to an
agreement with the Agency, the Developer may desire to assign
its rights in this Agreement to another corporation,
partnership, joint venture or other entity with which the
0293pl2273100 -4-
.Developer or its shareholders, directors or officers are
affiliated and as to which the Developer retains at least a
fifty percent (50%) of the profits and losses and management
authority (an "Affiliated Entity"). The Agency agrees to
consider a request by the Developer to assign the Developer's
rights and obligations pursuant to this Agreement to an
Affiliated Entity.
12. DDA Approval by Agency: The Developer's principals,
associates, partners, joint ventures, negotiators, development
manager, consultants, professionals and employees shall not be
deemed employees of the Agency for any purpose.
13. DDA Approval by Agency: If the negotiations hereunder
culminate in a DDA signed by Developer, such an agreement shall
become effective only after and if the DDA has been considered
and approved by the Agency at its sole discretion following a
duly -noticed public hearing.
14. DDA Approval b A enc : This Agreement sets forth the
entire agreement between the Agency and the Developer.
The parties hereof have executed this Agreement the day and
year first appearing herein. A
APPROVED AS TO FORM:
Agency Counsel ;se�
HUNTINGTON PACIFICA DEVELOPMENT
GROUP COMPANY, a California
Partnp,rshiA „
INITIATED AND APPROVED AS TO
CONTENT -
G
Redevelopment Coordin or
REVIEW��.D ANDS ROVyD" AS T ORM:
1
S'p
ecial Alency Counsel
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Ta•. 90058
l i (213) 587-2383
November 9, 1984
Huntington Beach
2000 Main Street
Huntington Beach,
Redevelopment Agency
California 92648
Dear Chairman Kelly and Agency Members,
Since we were originally granted our Planning and
Negotiation Agreement on August 20, 1984, we have made
significant progress toward finalizing our plans and aquiring
property. Our 45 day progress report highlighted much of the
progress we have made. Subsequent to our filing the progress
report we have acquired additional property and have been in
preliminary negotiations with potential hotel and commercial
users. We have also been in contact with city staff to
incorporate their views into our preliminary planning efforts.
Because of the magnitude of this project, we find it
necessary to develop more detailed background information on
such items as existing utilities, economic feasibility of
various building types, market needs of potential users,
parking requirements, and efforts to unitize oil activities.
All of this takes a great deal of time to obtain and evaluate.
In order to finalize our acquisitions, select a hotel
operator and other participants and to finalize our concept
plans for the area, we respectfully request that the term of
the Planning and Negotiation Agreement be extended an
additional One Hundred Eighty (180) days.
Respectfully Submitted,
Ri hard C. S wartz
RCS:dbd 3
D'
�I
CITY OF HUNT'INGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
August 31, 1984
Huntington Pacifica Development Group
2905 East 50th Street
Vernon, CA 90058
The Redevelopment Agency of the City of Huntington Beach at its
regular meeting held Monday, August 20, 1984 approved and
authorized execution of a Planning E Negotiating Agreement with
your firm.
Enclosed is a duly executed copy of said agreement for your
records.
Alicia M. Wentworth
City Clerk
AMW:CB: t
Enclosure
cc: Charles P. Spencer, Special Projects Coordinator
Judy John, Finance Department
(Telephone . 714 SNI.5227)
"Aw- _-�-
r KtuUt"51 �.)K I DOLLUMEN ! AGENCY A,.iGN RH 84-25
,4.
Date :Alaust 16 1484
�w ibmitteci to: honorable Chairman and Redevelopment Agen Members
Submitted by: Charles W. Thompson, Executive Offi l -
O�'9'8Y
Prepared b Char Spencer, Special Projects Coordin
� Y�
PLANNING AND NEGOTIATION AGREEMENT BETWEEN RE EV T AGENC
Subject: HUNTINGTON PACIFICA DEVELOPMENT GROUP Ci
r
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
Pacifica Heritage Land & Holding Company and AVIV Development Corporation
have formed a joint venture partnership known as Huntington Pacifica
Development Group to undertake redevelopment activities in Downtown
Huntington Beach. The joint venture has established the fact that is has
controlling interest of private property in Site 1 of the Main -Pier
Subarea. As a participating property owner, Huntington Pacifica now
requests the Agency's support in movinc the project forward. ' Attached for
your consideration and execution is the Planning and Negotiation Agreement
for the Main -Pier Subarea (see Attachment 1). Also included for review is
the "Statement of Qualifications" of Huntington Pacifica Development Group
(see Attachment 2).
RECOMMENDED ACTION:
Authorize execution of Agreement for a.S4-day term
ANALYSIS AND BACKGROUND:
On May 3, 1984, letters were sent to thirty developers who. either had
expressed an interest in the Main -Pier Subarea Site I Project or had
coastal community redevelopment experience. Recipients of the letter were
invited to attend a briefing on the -"Request for -Qualifications," which
was included in the correspondence. Ten development firms were
represented at the meeting held on May 10, 1984.
As a result of this effort, four responses to the RFQ were received by
Redevelopment Agency staff. Those firms formally expressing an interest
were:
1. Pacific Heritage Land & Holding Company
2. Mola Development Corporation
3. United Suites of America, Inc.
`J 4. Meyer Investment Properties, Inc.
PIQ 4101
RH 84-25
August 16, 1984
Page 2
As part of its response, Pacific Heritage noted that it had secured
controlling interest in the privately owned property within Site 1 through
negotiations with existing property owners. During the weeks which have
followed, staff has substantiated the fact that Pacific Heritage has
reached agreement with most of the private property owners within Site 1
and has also acquired interest in numerous parcels in other portions of
the Downtown area (note: copies of the escrow papers and option
agreements are available for Agency member review in the City
Administrator's Office).
In addition to undertaking an aggressive acquisition program, Pacific
Heritage also commissioned Laventhol & Horwath, a 'highly respected firm,
to undertake a market study of the area. Their conclusions have been made
known to Pacific Heritage, who is now actively bringing together potential
users and developing an overall financing strategy. These efforts on the
part of Pacific Heritage have probably expedited redevelopment by many
months and perhaps years. But for Pacific Heritage and the joint venture
partner AVIV Development Corporation to move forward, Agency recognition
and support is needed at this time.
The joint venture partnership discussed above has been established as the
"Huntington Pacifica Development Group." Their request for the execution
of the Planning and Negotiation Agreement at this time is consistent with
the established Owner Participation Rules adopted by the Agency and the
approach previously taken with the execution of the Town Square
Negotiation Agreement with Mola Development Corporation. They have shown
an unprecedented confidence in the Downtown area and a willingness to work
cooperatively with the other Downtown property owners and business
interests.
The Planning and Negotiation Agreement expresses the intent of the Agency
and Huntington Pacifica to pursue the development of an overall master
plan for the Main -Pier Subarea during the next 90 days and attempt to
negotiate a mutually acceptable Disposition and Development Agreement
(D.D.A.) for Site 1 (see Attachment 1) and/or an expanded area if
additional property owner support can be accomplished. Huntington
Pacifica is willing to spend the necessary funds to undertake such a
planning effort with the execution of the Planning and Negotiating
Agreement.
The basic commitments the Agency
(1) that it will cooperate with
an acceptable D.D.A. and (2)
developer for the disposition of
property within the Main -Pier
FUNDING SOURCE:
is making by executing the document are
the developer in attempting to negotiate
it will not negotiate with any other
Site 1 or remaining City or Agency owned
Subarea during the 90-day period. The
None required
RH 84-25
August 16, 1984
�.� Page 3
ALTERNATIVES:
1. Attempt to locate another owner -developer for the site
2. Limit the scope of the Agreement to a reduced area
ATTACIVENTS:
1. Planning and Negotiation Agreement
2. Statement of Qualifications
CWT:aa
PLANNING AND NEGOTIATING AGREEMENT BY AND
BETWEEN THE HUNTINGTON BEACH REDEVELOPMENT
VTY OF HUNTINGTON BEANENCY AND HUNTINGTON PACIFICA DEVELOPMENT GROUP
OFFICE OF THE CITY CLERK FOR THE MAIN -PIER SUBAREA OF THE ITAIN-PIER
2001 MAIN STREET REDEVELOPMENT PROJECT AREA
HUPJTINGTON BEACH, CALIF.. 92648
ORIGINAL
ve4vN ro
caly aeat�
THIS EXCLUSIVE NEGOTIATING AGREEMENT (t a "Agreement") is
made and entered into this &C"H
day of r 1984, by
and between the HUNTINGTON REDEVELOPIMEITZ AGENCY, a public
body (the "Agency") and Huntington Pacifica Develo ment Group,
a lifornia Joint Venture, having its office at 390 Sd tKC=�_
if ,I gwsrP California (the "Developer").
R E C I T A L S
In furtherance of the objectives of the Community
Redevelopment Law of the State of California, the Agency is
desirous of encouraging the redevelopment of those certain
parcels of land located within the Main -Pier subarea of the
Main -Pier Redevelopment Project, as shown on Exhibit "A"
attached hereto (the "Main -Pier Subarea").
SITE 1
The Developer desires to redevelop that portion of the
Main -Pier Subarea as designated on Exhibit: "A" as "Site 1."
The Developer currently owns those certain parcels within
Site 1 as shown on Exhibit A and has binding agreements to
purchase those certain parcels within Site 1 as shown on
Exhibit A. The Agency desires that the redevelopment of Site 1
proceed in a manner compatible with adjacent property and
consistent with the Redevelopment Plan.
The Developer acknowledges that plans for the redevelopment
of Site 1 must accomodate the interests of a majority of
landowners as set forth by Agency Resolution 48, as amended,
and that such redevelopment should be compatible with adjacent
uses within the Main -Pier Subarea.
The Developer is desirous of negotiating a Disposition and
Development Agreement with the Agency (the "DDA") to redevelop
Site 1 with visitor -serving commercial uses and various public
uses.
SUBAREA MASTER PLAN
The Developer further desires to cooperate with the
existing property owners from throughout the entire Main -Pier
Subarea in preparing a master plan which will complement the
development of Site 1 and expedite the overall redevelopment
program. Developer intends to work with existing property
owners in an effort to assess in3ividual.interests and identify
development opportunities and, with the cooperation of the
existing property owners, establish an overall master plan for
the Main -Pier Subarea. Developer would only pursue a
Disposition and Development Agreement for the area outside of
Site 1 if, and only if, the existing property owners support
such an effort as required by Resolution 48, as amended.
MUTUAL UNDERSTANDING AND INTENT
It is understood that the Developer desires to enter into
this Agreement to demonstrate its capabilities to the Agency,
to seek the cooperation of existing property owners in
preparing an overall plan for the Main -Pier Subarea, to
evaluate the economic feasibility of redeveloping Site 1. and
thereupon, if the Developer obtains requisite consents of
property owners, and the Agency and the Developer are able to
agree upon terms for the disposition and development of Site 1
and possibly other appropriate portions of the Main -Pier
Subarea, to enter into a DDA.
It is further understood and acknowledged that the
economics of the development of the site by Developer and the
feasibility of the development of the Site by Developer and the
feasibility of the Agency and the Developer entering into a DDA
have not been determined to the satisfaction of either party.
It is the intent of this Agreement to provide a limited period
of time during which the Agency will work exclusively with the
Developer and participating property owners in making the
appropriate assessments and preparing the necessary plans.
NOW, THEREFORE, the parties mutually agree as follows:
1. Development Feasibility Study and Master Plan: Upon
execution of this Agreement by the Agency, the Developer shall
work cooperatively with existing property owners and commence
preparing or causing the preparation of a study concerning the
development feasibility of the Main -Pier Subarea. Concurrently
with such effort, and with property owner involvement, the
Developer shall prepare a proposed master plan (the "Master
Plan") for the redevelopment of the Main -Pier Subarea. The
Master Plan shall provide for the redevelopment of the
Main -Pier Subarea with facilities and uses that should be
compatible with the approved coastal plan and will
substantially upgrade the Main -Pier Subarea and the surrounding
vicinity.
2. Approval of Landowners. Commencing on or before the
date the Agency executes this Agreement and continuing
throughout the next ninety (90) days (the "Negotiating
Period"), the Developer shall seek approval and consent of
two-thirds (2/3) of the landowners, with such consent
0293p/2273/00 -2-
representing at least (2/3) of landholdings within the
Main --Pier Subarea, or at least Site 1 (the "Consents") to enter
into a DDA with the Agency as to Site 1 and other portions of
the Main -Pier Subarea where appropriate consent has been
obtained to act as developer thereunder.
3. Developer's Progress -Report: Forty-five (45) days
after the Agency executes this Agreement, the Developer shall
make a complete progress report to the Agency, fully describing
its achievements with respect to evaluating the Main -Pier
Subarea, and obtaining the Consents (the "Progress Report").
The developer additionally shall make full disclosure to the
Agency of its principals, officers, stockholders, partners,
joint ventures, employees and/or other associates, and all
financial and operational information concerning the Developer
and its associates as may be requested by the Agency. If
requested by the Agency or the staff of -the Agency, the
Developer shall augment such Progress Report. and appear before
the Agency at a public meeting to further supplement its report
to its activities.
4. Negotiating Period:
a) During the Negotiating Period, the Agency and the
Developer shall negotiate in good faith to reach agreement on
business points and prepare the DDA. The Agency agrees that,
unless this Agreement is terminated, it shall not during the
Negotiating Period, negotiate with any other person or entity
regarding the redevelopment of Site 1 or the Agency's or City's
landholdings within the balance of the Main -Pier Subarea,
except other existing property owners; the foregoing shall not
be deemed to prevent the Agency from furnishing to anyone
public records and information pertaining to the Main -Pier
Subarea available to the Agency.
b) During the last ten (10) days of the Negotiating
Period, the Developer shall make a complete report the the
Agency with respect to all of the activities of the Developer
hereunder (the "final Report"). The Final Report shall
include, without limitation, a proposed Master Plan for the
redevelopment of the Main -Pier Subarea.
5. Agency Option to Terminate. In the event that (i) the
Developer fails, in a timely manner, to make the Progress
Report or the Final Report in scope and detail acceptable to
the Agency in its sole discretion, or (ii) the Developer
advises the Agency that it is not feasible for the Developer to
proceed with the redevelopment of Site 1, the Agency shall, at
its option, and upon written notice to the Developer, terminate
this Agreement; thereafter except with respect to and the
provision of the Progress Report and the Full Report, neither
party shall have any obligation or liability to the other party.
0293p/2273/00 -3-
6. Termination of Agreement. This Agreement shall
terminate at the end of the Negotiating Period (as defined
herein), unless earlier terminated pursuant to Section 6 or
extended upon mutual agreement of the parties.
7. Extension of Negotiations: The Developer acknowledges
that the Agency shall not be obligated to extend the term of
this Agreement or to enter into any DDA with the Developer;
provided that, subject to the terms set forth in this Agreement,
the Agency (and the Developer) shall negotiate in good faith
with respect to a DDA for Site 1 and shall consider reasonable
requests to extend negotiations in the event the Developer has
proceeded diligently hereunder. In the event of termination or
expiration of this Agreement,, the Agency shall be free at its
option to negotiate with any persons or entities with respect
to the redevelopment of all or any portion of the Main -Pier
Subarea. Developer specifically acknowledges that this
Agreement creates no interest or right in the Main -Pier Subarea
(or any portion thereof), other than those parcels owned or
controlled by Developer, and the Developer hereby waives any
right to claim such other interest as a result hereof.
8. Resorts Become P_roperty__of_Agency: The Developer
agrees and acknowledges that the Progress Report and the Final
Report shall be the property of the Agency which may thereafter
use such Reports in its sole discretion.
9. Agency Non -Liability for Cost of Study: The Developer
agrees and acknowledges that, irrespective of whether the
parties enter into a DDA, the Agency shall have no obligation
to contribute toward any cost of the study of the Main -Pier
Subarea, the preparation of the Master Plan, or the preparation
of the Progress Report or the Final Report.
10. Prohibition Against Discrimination: The Developer
agrees that there shall be no discrimination against or
segregation of, any person, or group of persons, on account of
sex, race, color, age marital status, religion, creed, national
origin or ancestry in the sale, lease sublease, transfer, use,
occupancy, tenure or enjoyment of the Subarea, nor shall the
transferee establish or permit any such practice or practices
of discrimination or segregation with reference to the
selection, location. number, use of occupancy of tenants,
lessees, subtenants, sublessees or vendees of the land.
11. Conditions of Assignment_ of Agreement: This Agreement
shall not be assigned by the Developer without prior written
approval of the Agency, which the Agency shall grant or refuse
at its sole discretion. The Agency acknowledges that, if the
Developer desires to proceed to redevelop Site 1 pursuant to an
agreement with the Agency, the Developer may desire to assign
its rights in this Agreement to another corporation,
partnership, joint venture or other entity with which the
0293p/2273/00 -4-
Developer or its shareholders, directors or officers are
affiliated and as to which the Developer retains at least a
fifty percent (50%) of the profits and losses and management
authority (an "Affiliated Entity"). The Agency agrees to
consider a request by the Developer to assign the Developer's
rights and obligations pursuant to this Agreement to an
Affiliated Entity.
12. DDA Approval by Agency: The Developer's principals,
associates, partners, joint ventures, negotiators, development
manager, consultants, professionals and employees shall not be
deemed employees of the Agency for any purpose.
13. DDA Approval by Agency: If the negotiations hereunder
culminate in a DDA signed by Developer, such an agreement shall
become effective only after and if the DDA has been considered
and approved by the Agency at its sole discretion following a
duly -noticed public hearing.
14. DDA Approval by Agency: This Agreement sets forth the
entire agreement between the Agency and the Developer.
The parties hereof have executed this Agreement the day and
year first appearing herein. A
ATTEST:
Agency Clerk
APPROVED AS TO FORM:
aul�
Agency Counsel
rson
HUNTINGTON PACIFICA DEVELOPMENT
GROUP COMPANY, a California
Partnershi.R _
INITIATED AND APPROVED AS TO
CONTENT'
Redevelopment Coordin or
REVIE AND O AS T ORM:
ecial gency Counsel
0293p/2273/00 -5-
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STATEMENT OF QUALIFICATIONS
Huhtington Pacifica
Development Group
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W'.i
STATEMENT OF QUALIFICATIONS
OF
HUNTINGTON PACIFICA DEVELOPMENT GROUP
August, 1984
City of Huntington Beach
Main -Pier Redevelopment Project Subarea
T"
INTRODUCTION AND OVERVIEW
The Huntington Pacifica Development Group is extremely pleased
to present to the City of Huntington Beach Redevelopment Agency
this Statement of Qualifications for the planning and development
of the Main -Pier Subarea of the downtown project area. As a
major property owner within the downtown, we recognize the
tremendous challenge which the Agency faces in attempting to
overcome the contraints which have inhibited previous redevelopment
efforts. We feel confident that through your cooperative
support and our planning and development expertise that a
significant transformation of the area can occur in the very
near future.
We have studied the Downtown Specific Plan in detail, commissioned
a market study of the area, worked cooperatively with City Staff
to assess community goals and objectives and have had discussions
with numerous downtown property owners and business persons over
the past several months. As a result of this work, we have
committed ourselves to playing a very major role in the redevelop-
ment program. This commit tent is reflected by the fact -that we
have already commenced an aggressive acquisition program which,
through private sector negotiations, has resulted in our obtaining
controlling interest of private property within Site l of the
Main -Pier Subarea as well as interest in several blocks in the
Downtown Core. Such an effort on our part will probably expedite
w Page 2 �-J
Statement of Qualifications
to
the redevelopment program by many months and perhaps years.
The team which we have assembled to work with the City and
wr
existing property owners in expediting the overall program has
had extensive experience in public sector - private sector
cooperative planning and is committed to such an approach in
carrIV ying out this project. The consultants which we have
retained are not only familiar with the area but have had
previous direct experience working with the City staff on
00 downtown planning and development issues. Following is a
brief discussion of the individuals and firms which comprise
the project team.
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Huntington
Pacifica
Development
Group
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Pacific Heritage
Land & Holding
Company
Aviv
Development
Corporation
Consultants
IrJ
Page 4
W Statement of Qua]vications
HUNTINGTON PACIFICA DEVELOPMENT GROUP
W The Huntington Pacifica Development Group is a joint venture
between PACIFIC HERITAGE LAND AND HOLDING COMPANY and
AVIV DEVELOPMENT CORPORATION. This association brings together
W, experienced businessmen, planners, economists, engineers and
developers who individually and collectively have a long history
of successful real estate and development ventures. Huntington
110 Pacifica has on its team the strong financial backing of
RANDELL FOODS, a $100,000,000 per year Southern California
business, and various qualified individuals and firms with
y considerable experience in land planning, property acquisition,
project financing and management, architectural design and
construction. This experience is brought to the project
LW through the principals identified above, as well as project
consultants which include: CARL NcLARAND AND ASSOCIATES,
architects; LAVENTHOL AND HORWATH, market analysis; DAVE WALDON,
v engineering and RICHARD HARLOW AND ASSOCIATES, land planning and
permit processing.
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Statement of Qual�21jications
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PACIFIC HERITAGE LAND & HOLDING COMPANY
The Pacific Heritage Land & Holding Company is comprised of long-
time Southern California resident and businessmen who have
proven track records in bringing about successful business and
development ventures. The principals involved bring to the
project considerable financial strength as well as extensive
project management, land acquisition and finance experience.
STANLEY M. BLOOM
Owner and Director of
Randall Foods, Inc.
Los Angeles, California
RA!tiDALL FOODS
Stanley M. Bloom is owner and director of Randall Foods, Inc.
a Los Angeles based poultry distributor with a gross income
of approximately $100 million per year. The business was
originally established as a family operated poultry ranch and
has become one of the leading poultry distributors in Southern
California. Randall Farms has created a wide network of distri-
bution with both major chains and smaller market outlets. The
company has developed a tray packing operation for it's own
label as well as for other private label production.
Although in the commodities market, the company is known
for its service orientation in consistently responding to the
Page 6
Statement of Qua l,�ications
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needs of its customers, and its flexibility in not forgetting
.its roots as a family business. As result of Randall's service
to its customers and overall success, Mr. Bloom has built a fine
reputation for himself in management, directional skills and vision.
He provides organizational strengths that are the basis for all
successful businesses. A calculated risk -taker, he tempers his
ability to make quick decisions by first weighing all options
and pursuing the best course of action.
Mr. Bloom's business skills and financial strength are combined
with the complementary attributes which the other principals bring
to Pacific Heritage Land & Holding Company. His "common sense"
business principles have played an important role in Pacific
Heritage's success.
RICHARD SCHWARTZ
Partner and Director of
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Pacific Heritage Land &
Holding Company
Richard Schwartz, like Mr. Bloom, has a strong business and
finance background to complement his real estate experience and
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skills. Mr. Schwartz graduated from college with a Business
Degree, having an Accounting Major and Finance Minor. He
started his professional business career some 22 years ago when
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he and his partner established a brokerage for perishable
commodities. As the business flourished, they needed and soon
added their own trucking firm. In 1976 they sold their
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business to a conglomerate and Mr. Schwartz pursued his first
interest, Real Estate development. Within a short time, he
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W Statement of 4ual,.iications
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found that he had a flair for land acquisition and for success-
fully seeing the potential in a parcel of land.
The same facility for success in his brokerage business follows
hire into Real Estate. His care and enjoyment for working with
the community in projects which he believes make sense for them
and which have a practical feasibilityt is seen in the history
of the projects with which he has been involved. He has a special
focus and concern for coastline properties and has extensive
experience in dealing with the State Coastal Commission.
His experience is seen in the following projects:
Colorado Project...Pasadena
An 80,000 square foot office building of glass and
brick. Though a distinctive structure with multilevel
landscaping, its facades reflect the sky, thus blending
the building into tha envircnment.
Cordova & Los Robles... Pasadena
Across from the Hilton Hotel, this 190,000 square foot,
8-story, glass and steel office building enhances the
Wo already distinctive block.
Office Complex ... Yorba Linda
This 190500 square foot office complex was granted a
zone change by the city and became the first commercial
'� building in the area. It was developed in a split level
design to best utilize the site.
The Palms... Glendale
" A 30-unit, 3-story condominium complex of 2 bedroom
apartments has underground parking. Each unit has both
a fireplace and a balcony.
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Statement of Qua%,wfications
Office Cor.-lex... Lancaster
A 15,000 square foot, 3-story complex is designed to
keep a low profile on the open landscape.
Newman Project... Huntington Beach
This 50-unit 1 and 2 bedroom garden condominium project
was accomodated by a city implemented zone change for
higher density at this site. The units come with full
6' amenities and the complex boasts a swimming pool.
Juniper Creek Ranches ... Lake Tahoe (North Shore)
114 acres near Truckee were subdivided into 20+ acre
V ranches. Roads, septic tanks, and all Utillties were
installed. Parcels were then sold directly to the
prospective residents.
In
Mr. Schwartz has also acted with Watt Industries and W&B
Builders in acquiring prominent land sites for prestigious
home development and facilitating government processes. All
of these developments are located on coastal properties:
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Marquez Knolls... Pacific Palisades
This prestigious site provided 128 view -oriented, custom
lots. The area was developed to keep the best aspects of
the property and to minimize disturbances of its existing
visual quality.
Seaside Village... Huntington Beach
v This 286-unit Towne Home Community has a unique series of
waterways fronting 240 towne houses and has 46 additional
cluster condominiums. The project was developed by W&B
BUILDERS, a subsidiary of WATT INDUSTRIES.
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Statement of Qualifications
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Cyprus Cove ... San Clemente
55 acres of guarded community on the Pacific Ocean are
divided into 163 custom home sites. This private, gated
w+ community is located on what is considered to be one of
the last major ocean front properties available for
development on the South Coast.
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Mr. Schwartz, through Pacific Heritage Land & Holding Company,
is currently pursuing several projects which are in various
10 stages of planning. These projects are, as is their specialty,
water and view oriented. The projects began with in-house site
selection and will be completed after design, development, and
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sale:
4W Lake Havasu... Arizona
Going through the approval stages is a 100-room motel on
8 acres, planned to provide moderately priced accomodations.
There will also be a high -end, RV overnight parking station
which can accomodate up to 60 vehicles.
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Lake-Havasu...Arizona
On a 2 acre site, a strip -type shopping center, which is
Wo much needed in the area, is to be erected.
Luxury Hotel...Ventura
PACIFIC HERITAGE is presently in the process of land
acquisition of a number of water view properties, which
when consolidated, will become the site for a 300-room
hotel.
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Statement of QuA• 'ications
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AVIV DEVELOPMENT CORPORATION
The AVIV Development Corporation brings, collectively between
the principals, thirty years of development experience to the
Huntington Pacifica Group. This experience has encompassed
all phases of development including land acquisition, finance,
project management, architecture and design, construction and
sales. AVIV is a practical company with a core of seasoned
professionals who function as a team. AVIV, on a project by
project basis, expands the team as needed to respond to the
uniqueness of any endeavor. This practice allows AVIV to
consult with those specialists who are best suited for each
particular job --the market expert, the financial advisor, the
legal advisor, the engineer, the community representative, the
architect, the interior designer, the landscape architect and
the future tenant.
AVIV principals who are involved in the Huntington Beach project
are:
SOL BITENSKY
Principal and Co-owner
AVIV Development Corporation
ShFrman Oaks, California
Mr. Bitensky holds a Masters Degree in Finance and Real Estate
from Florida International University and has worked in his
chosen field for many successful years. Prior to his starting
his own business in Los Angeles, Mr. Bitensky was general manager
of a large construction company in Southern California. In
that capacity he acquired extensive financial and administrative
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Statement of QuA,,)f ications
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expertise. Among other things, lie was responsible for income
property acquisition, contract negotiations, project budgets and
cost breakdowns. He also exercised skills in preparing contracts
for city agencies, supervising field construction, and managing
large apartment complexes.
URI E. GATI
Principal and Co-owner
AVIV Development Corporation
Mr. Gati holds a Bachelors Degree in Urban Planning and Arch-
itecture from California Polytechnic University. With this
strong academic background and hard work, he built a fine
reputation for assembling successful projects since 1966.
Mr. Gati has been president of his own design and development
corporation since 1972. He has been responsible for all phases
of development on numerous and diverse projects such as luxury
custom homes, apartment complexes, retail commercial and industrial
buildings in Southern California.
JOSEPH ROSENBERG
Director of Construction
AVIV Development Corporation
Mr. Rosenberg has over thirty years experience in the construc-
tion field. Starting in 1953 as a journeyman carpenter, he
progressed rapidly to the point where he held supervisory
positions with various development firms. He has served as
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Statement of Quarifications
W supervisor of construction for residential as well as commer-
cial projects and has been actively involved with negotiating
construction contracts. Mr. Rosenberg oversees all on -site
w construction for AVIV.
AVIV is a company which is dynamic yet reliable, innovative
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yet conservative. A company that moves with confidence from
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the concept to the completion of a project. Some of the projects
which AVIV principals have completed are:
Custom Homes... Various Locations
During the past six years over thirty custom homes
have been constructed in Encino, Sherman Oaks, Benedict
Canyon and other West Los Angeles locations.
Condominium Proiect... Montrese
A 30-unit residential condominium project.
w Apartment Project —Sepulveda
A 19-unit apartment project.
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Townhome Project ... Beverly Hills
A 10-unit townhome project.
Condominium Rroject... Van nut's
A 15-unit condominium project.
Office Building Remodel ... El Monte
Major remodeling of a 30,000 sq. ft. office building.
Townhome Project ... RollinHills Estates
A 68-unit luxury townhome project.
Residential Subdivision... Camarillo
A 68-unit residential subdivision.
Page 13
%0 Statement of Qua�ications
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r, Residential Subdivision _... Northrid2e
A 36-unit luxury home subdivision. ,
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Residential Subdivision... Thousand Oaks
A 70-unit residential sudivision.
Du lee Project ... Sylmar
A 91-unit duplex deve opment.
► Ranchette Subdivision ... Ventura County
A 37-"Ranchette subdivision.
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to
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Industrial Park ... Simi Valley
A 5-acre industrial subdivision.
Industrial Park... Chatsworth
A 25,000 sq.ft. and 40,000 sq. ft. office develop-
ment along with a 40-unit affordable housing plan.
In addition to these completed projects, AVIV principals are
currently developing the following:
Condominium Project... Torrance
A 550-unit condominium community currently under con-
struction. This project is being built in conjunction with
40 Home Savings of America.
Garden Apartments... Studio City
A 450-unit garden apartment complex is currently in
WO planning. This project is being built as a joint venture
with Forest City Dillon.
Hotel Project... North Hollywood
kW In the planning stage is a unique 232 room, all -suite
hotel being developed in conjunction with Kenwest Company
of Newport Beach, California.
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Statement of Qua -t ications
Condominium Proiect ...LosAmeles
A 23 unit condominium ^project is currently under
construction.
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office Building Renovation... Los Angeles
A major renovation of an office building in downtown
Los Angeles has recently been completed.
Apartment Building... North Hollywood
A 26-unit apartment building is currently under construction
with comple-tion being scheduled for early 1985.
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,r Statement of Qu �fications
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CONSULTANTS
To assist Pacific Heritage Land & Holding Company and AVIV
Development Corporation in their Main -Pier Redevelopment
efforts, a select group of consultants has been retained.
This group includes experienced individuals and firms who are
familiar with the challenges and opportunities which the Main -
Pier Subarea presents. This group includes:
LAVENTHOL & HORWATH
Certified Public Accountants
IM Los Angeles, California
Laventhol & Horwath has recently completed market studies and
financial analyses for potential uses within the Main -Pier
Subarea for the Huntington Pacifica Development Group. This
internationally respected firm brings credibility to the
planning which is being carried out, and their findings will
provide the foundation for securing the necessary financing.
WALDEN & ASSOCIATES INC.
Engineering Consultant
Santa Ana, California
Dave Walden brings to the team a broad and successful background
in engineering with specific experience in the Downtown Redevelcp-
ment Area. He was recently retained by the City to design the
Orange -Atlanta intersection. His firm's participation'will help
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'W Statement of Qua, :ications
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expedite the design pr----cz-. and promote coordination of
individual activities within the overall redevelopment effort.
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RICHARD HARLOW & ASSOCIATES
Planning Consultant
Huntington Beach, California
Richard Harlow has had extensive experience in helping to
expedite the planning, plan review, and permit processing for
projects both within as well as outside of the redevelopment
rW project areas in the City of Huntington Beach. Mr. Harlow
has also been retained by several other property owners and
developers within the Downtown Project Area,and his partici-
4W pation with Huntington Pacifica will help insure a proper
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interface between the various development interests.
CARL MCLARAND_ ASSOCIATES, INC.
Architecture & Planning
Costa Mesa, California
No member of the development team is more important than the
one responsible for land planning and design. The Huntington
Pacifica Group has selected Carl McLarand Associates, Inc. (CMA)
to fill such a vital role. They have had extensive experience
in the City Of Huntington Beach and are involved with other
developers in the Downtown Area at this time.
CMA is known for its creatiity in design while meeting func-
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Statement of Qua. fications
tional and financial requirements. It has been recognized
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many times for its outstanding work by its peers as well as by
other members of the development community. These awards
reflect the overall talent of the staff and their responsive-
ness to their clients as well as the communities within which
they have worked. Following are details of CMA staff persons
and the firm's experience.
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Carl
1clarand
associates, inc.
architecture & planning
695 town center drive, suite 300
costa mesa, ca 92626
BACKGROUND: Carl McLarand Associates, Inc., organization
for planning and architecture, was formed in
1974. Its founder and President, Carl
McLarand has had extensive experience in
architectural design and development of
several high-rise office structures including
the 1900 Avenue of the Stars office building
in Century City and the conceptual design of
Atlantic Richfield Plaza. In addition, he has
been responsible for numerous major multi-
family residential projects.
Since 1974, our residential division has been
responsible for- the completion of over two
billion dollars' worth of the Southland's most
notable residential projects.
Our specialization In increased densities and
sophisticated design in multi -story housing,
from moderate to high priced, has been
rr recognized and acknowledged with the
industry's most coveted awards.
In 1979 the commercial division of CMA was
established to offer unique expertise and
service in a variety of mixed -use, office and
commercial product designs. In its first four
years, this division has designed over three
million square feet of space.
Our work in multi -story commercial projects,
particularly in the use of concrete and steel,
wr has gained us the recognition of clients who
seek cost efficiency in the face of on erratic
economy. They find, in CMA, a group of
diversely talented and experienced
individuals who are sensitive to their goals
and responsible to constraints of time and
budget.
Our staff of 30 Individuals is highly talented
and experienced; over k0% of the
professional group are licensed architects.
The total staff takes great pride in their
work and the work of the firm especially in
regard to performance on budget and
schedule, as well as considering aesthetic
factors. Thus, they are the greatest
individual asset of the organization.
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RESUME OF CARL McLARAND, AIA
Title: President
Education: Associated Arts, Santa Monica College 1959
Bachelor of Architecture, University of
Southern California 1963
License: Architect -State of California C-4847
Architect -State of Colorado
Architect -State of Oklahoma
NCARB Certificate Holder
Professional Affiliations: American Institute of Architects.
Home Builders Council
National Association of Home Builders
University of Southern California Architectural
Guild
Experience: Carl McLarond Associates, Inc., 1974 to
Present: President and Principal.
Albert C. Martin & Associates, Inc., 1963-71:
Planner cnd Senior Designer for the firm.
Among direct responsibilities while at the
Martin organization were the entire design of
the 27-story, 1900 Avenue of Stars Office
Building, The Sec/Tac Office Building, site
planning for Metro Goldwyn Mayer Studios,
Western Airlines Maintenance Facilities,
Feasibility Analysis for Atlantic Richfield
Plaza, the Executive Offices, Dining Facilities
and Los Angeles Branch of the Bank of
America.
EDC, Inc., 1971 - 1974. President and Principal
of the Los Angeles Architectural firm. The
firm was primarily engaged in both commercial
and multi -family residential developments.
Primary responsibility, other than administra-
tion of the 20-man office, was to provide design
leadership and project management.
Guest lecturer at the University of California
at Los Angeles.
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RESUME OF ERNESTO M. VASQUEZ. AIA
Title: Partner, Director of Design
Education: Bachelor of Architecture, California Poly-
technic State University, San Luis Obisbo,
1973. Graduated with Honors.
License: Architect -State of California C-9135
Professional Affiliations: American Institute of Architects
National Association of Home Builders
Home Builders Council
Civic Affiliations: Assistant Professor of Design, Saddleback
Community College, Mission Viejo,
California, 1976 - 1980.
Planning Commissioner, City of Fountain
Valley, 1984 - 1981.
Experience: Carl McLarond Associates, Inc. 1976 to
Present. Principal, Vice President and Direc-
tor of Design. Project designer and
landplanner for wide variety of commercial,
Industrial, recreational and residential
projects.
William Blurock & Partners, 1973-1976.
Senior Designer and Job Captain on a wide
variety of institutional, educational and com-
mercial projects. While at Blurock organiza-
tion, direct responsibilities were the design
of a 13-story elderly housing project in Santa
Ana, Woodbridge Intermediate School,
Deerfield Venodo Middle School, and Conejo
Valley High School.
Awards: American Association of School Administra-
tors -Award of Merit for Woodbridge Inter-
mediate School.
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RESUME OF ARTHUR C. ECKNER
Title:
Education:
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License:
sr Professional Affiliations:
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Associcte, Director of Commercial
Architecture
Bachelor of Business Administration, 1964
Western Michigan University
Bachelor of Science in Architecture, 1968
Lawrence Institute of Technology
Architect --State of California
Architect —State of Colorado
NCARB
American Institute of Architects
Experience: Carl McLarand Associates, Inc., 1979 -
Present. Associate and Director of Commer-
cial Division.
William Blurock & Partners, 1971 - 1979,
Associate. Direct responsibility was as a
project architect. This involved client
contact, consultant coordination, and direc-
tion of the architectural team from the
design development phase, through working
drawings, budget preparation, specification
and construction coordination. Prior respon-
sibility was as Job Captain.
Kenneth S. Wing, F.A.I.A., 1969 - 1971, Long
Beach, California. Direct responsibility was
as Job Captain.
Louis F. Redstone $ Associates, 1968 - 1969,
Detroit, Michigan. Direct responsibility was
as Job Captain and Draftsman.
A.J. Williams Construction Co., 1964 - 1968,
Southfield, Michigan. Direct responsibility
was as an estimator, journeyman carpenter.
Projects: Bridges and Commercial.
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RESUME OF DAVID SMITH, AIA
Title:
Associate, Architect
Education:
Bachelor of Architecture --University of
Arizona, 1972
License:
Architect --State of California
Affiliation:
American Institute of Architects
Experience:
Carl McLarand Associates, Inc. 1977-
Present.
Project Designer/Architect involved in both
commercial and residential projects. In-
volvement ranges from preliminary
schematics through construction: coordina-
tion. Residential projects include single
detached and all forms of attached dwelling
units. Commercial buildings include tilt -up
industrial parks and speculative office space.
William Blurock & Partners. 1974-1977.
Project Architect for various institutional
projects. Project Manager for institutional
projects including government, industrial, and
school commissions. Responsibilities
included schematics, design development, and
preparation of contract documents.
Dwight Busby & Associates. 1972-1974.
Field supervision for projects ranging from
multi -family developments to light commer-
cial and institutional construction.
Wilson Trailer Corporation. 1971-1972.
Project designer for manufactured housing.
Panelized homes built in a factory, assembled
on site in one day utilizing standard construc-
tion materials.
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Awards:
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1983 West Los Angeles Chamber of
Commerce Award for Best Commercial
Development In West Los Angeles for 1999
Bundy Drive Office Building, Bundy Olympic
Development Corporation, Builder
1983 Award of Merit, American Institute of
Architects/Orange County Chapter in Recog-
nition of Outstanding Contribution in Design
for Merchant -Built Housing for Baywatch,
Sunnyglen Corporation, Builder.
1983 Honorable Mention in the 1983 Builder's
Choice Design and Planning Competition
presented by the National Association of
Home Builders and Builder Magazine for Best
Project S - 10 Dwelling Units per Acre for
Beacon bill Court, Taylcr Woodrow Homes
Ltd., Builder.
1983 Honorable Mention in the 1983 Builder's
Choice Design and Planning Competition for
Best Mid -Sized Attached House for Baywatch
Plan A, Sunnyglen Corporation, Builder.
1983 Elan Award for Best Attached Product
presented by the Sales & Marketing Council
of Los Angeles for Sycamore Creek, Michael
Towbes Construction Company, Builder.
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Awards:
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1983 Gold Nugget Award for Best Attached
Home' 1,201 - 1,600 Sq. Ft. for Baywatch,
presented by the Pacific Coast Builders
Conference, Sunnyglen Corporation, Builder.
1983 Gold Nugget Merit Award for Best
Affordable Housing Development for
Lakeside, C. Robert Langslet & Son, Inc.,
Builder.
1983 Gold Nugget Merit Award for Best
Residential Site Plan, 10 Acres or Less for
Betcourt Towne Collection, J.M. Peters
Company, Builder.
1983 Gold Nugget Merit Award for Best
Single -Family Detached Home over 3,000 Sq.
Ft. for Belcourt Manor Collection Plan 1,
J.M. Peters Company, Builder.
1983 Gold Nugget Merit Award fo Best
Single -Family Detached Home over 3,000 Sq.
Ft. for Belcourt Manor Collection Plan 3,
J.M. Peters Company, Builder. '
1983 Gold Nugget Merit Award for Best
Attached Home over 2,000 Sq. Ft. for
Belcourt Towne Collection Plan D, J.M
Peters Company, Builder.
1983 Gold Nugget Merit Award for Best
Attached Home over 2,000 Sq. Ft. for
Belcourt Towne Collection Plan E, J.M
Peters Company, Builder.
1983 Gold Nugget Merit Award for Best
Residential Site Plan II - SO Acres for
Regency Terrace, Henry J. Segerstrom and
C. Robert Longslet & Son, Inc., Developers.
1983 Gold Nugget Merit Award for Best
Single -Family Detached Home for Hampton
Bluffs, Broadmoor Homes, Builder.
1983 Gold Nugget Merit Award for Best
Attached Home 1,201 - 1,600 Sq. Ft. for
Beacon Hill Court Plan A, Taylor Woodrow
Homes Ltd., Builder.
1983 Gold Nugget Merit Award for Best
Attached Home 1,601 - 2,000 Sq. Ft. for
Beacon Hill Court Plan C, Taylor Woodrow
Homes Ltd., Builder.
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Awards:
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1980 Gold Nugget Merit Award for Best Land
Plan under 100 acres for Clark Terrace, C.
Robert Langslet & Son, Inc., Builder.
1980 Gold Nugget Merit Award for Best Land
Plan under 100 acres for Lakeridge, C.
Robert Langslet & Son, Inc., Builder.
1981 Geld Nugget Merit Award for Best
Attached Home Over 2,000 Sq. Ft. for The
Terrace at Mountaingate, presented by
Pacific Coast Builder Conference, Barclay
Hollander/Southwest Environments, Builder.
1981 Gold Nugget Award for Hest Apartment
or Condo Project, 4 Stories or More for Villa
Marina East V Condominium, Marina Environ-
ments, Bvi lder.
1981 Gold Nugget Merit Award for Best
Attached Home 1,500-2,000 Sq. Ft. for Villa
Marina East V Condominium, Marina Environ-
ments, Builder.
1982 Gold Nugget Award for Best Single
Family Detached Home Over 3,000 Sq. Ft.
for Rocking Florse Ridge, presented by
Pacific Coast Builders Conference, The
Baldwin Company, Builder.
1982 Gold Nugget Merit Award for Best
Single Family Detached Home Over 3,000 Sq.
Ft. for The Sycamores, The Baldwin
Company, Builder.
1982 Gold Nugget Merit Award for Best
Attached Home Over 2,000 Sq. Ft. for The
Vista at Mountaingate, CF-MountainGete
Associates, Builder
1982 Gold Nugget Merit Award for Best
Attached Home Under 900 Sq. Ft. for
Woodlake, C. Robert Langslet $ Son, Inc.,
Builder.
1982 Gold Nugget Merit Award for Best
Recreational Facility for Rocking Flarse
Ridge Cauntry Club, The Baldwin Company,
Builder.
1982 Builder's Choice Design Merit Award for
Large Detached House (More than 2,150 Sq.
Ft.) for Rocking Florse Ridge, The Baldwin
Company, Builder.
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AWARDS:
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1977 Gold Nugget Award presented by the
Pacific Coast Builders Conference in recog-
nition of design excellence and value for
Orange Lakes, C. Robert Langslet & Son,
Inc., Builder.
1977 Sensible Growth Merit Award presented
by the National Association of Home Builders
and Better Homes and Gardens Magazine in
recognition of planning an design excellence
for Orange Lakes, C. Robert Longslet & Son,
Inc., Builder.
1978 Gold Nugget Award for the Most Innov-
ative Land Plan —Single Use, for Lakewood
Stara presented by the Pacific Coast
Builders Conference, C. Robert Langslet &
Son, Inc., Builder.
Recipient of three 1978 Gold Nugget Merit
Awards for the Best Single Family Attached
Home Under 1,200 square feet for Lakewood
Shores, C. Robert Langslet & Son, Inc.,
Builder.
1979 Sensible Growth Merit Award for a
Project between 100-500 dwelling units for
Lakewood Shores, C. Robert Langslet & Son,
Inc., Builder.
1979 Gold Nugget Award for the Best
Renovated, Restored or Remodeled Home,
for Cosa Oceana presented by the Pacific
Coast Builders Conference, C. Robert
Langslet & Son, Inc., Builder.
1979 Gold Nugget Merit Award for Best
Mixed -Use Plan, Mountaingate, Southwest
Environments, Inc., Builder.
1979 Gold Nugget Merit Award for Best
Single Family Horne 1,601-1,999 Sq. Ft., for
Studio Estates, Goldrich & Kest Associates,
Builder.
1980 Gold Nugget Merit Award for Best
Attached Home Over 1,000 Sq. Ft. for Villa
Marina Eat Patio Hanes presented by the
Pacific Coast Builders Conference, Barclay
Associates/Watt Industries, Builder.
1980 Gold Nugget Merit Award for Best Mid -
Rise Structure for Clark Terrace, C. Robert
Langslet & Son, Inc., Builders.
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MULTI -FAMILY RESIDEMIAL
Seabridge Villas
Huntington Beach, California
SCOPE: 344 condominium units in a combination of
three- and four-story buildings over two
levels cf subterranean parking. Units range
from 485 to 1,285 sq. ft. Part of a master -
planned development of homes, restaurants,
commercial complex, and recreation
facilities.
Client: Mola Development Corp.
Contessa Point
Huntington Beach, California
SCOPE: Planning and architectural services for a
three-story condominium structure over
subterrarean parking along with 17 luxury
patio homes located in Huntington Harbor.
Included in the scope of work is a public
marina of 100 boat slips and public parking
lot for 75 cars.
Client: Mola Development Corp.
The Ranch
Huntington Beach, California
SCOPE: Planning and architectural design of a 554-
unit condominium development on 46 acres
consisting of 310 stacked -flat units and 244
tuck -under townhomes. Total density of 13.8
units per acre on an oil -producing 'site
maintaining existing wells. Stacked flats
range In area from 900 - 1,700 sq. ft; tuck -
under units range from 1,600 to 2,400 sq. ft.-
Client: Mansion Hill Partnership
(Urban West Communities with Huntington
Beach Company)
South Coast Springs
Costa Mesa, California
SCOPE A moderately priced water -oriented
community with 153 comdominiums, enclosed
garages, and Cape Cod architecture. Five
plans range from 888 to 1,370 sq. ft.
Client: A & C Properties with Gore Development
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Multi -Family Residential
Highlands Ranch
Denver, Colorado
SCOPE:
Client:
Regency Terrace
Costa Mesa, California
SCOPE:
Award:
Client:
Del Logo Patio Homes
Long Beach, California
SCOPE:
Client:
University Town Center Apartments
Irvine, California
SCOPE:
Client:
Beacon Hill Court
Laguna Niguel, California
SCOPE:
Awards:
Client:
A golf -course oriented retirement community
of 3,000 homes. The mixed -product
development consists of zero -lot -line patio
homes, townhomes, duplexes, and single -story
Cluster condominiums.
Mission Viejo Company
Planning studies for 1,155 condominiums in
three- and four-story buildings over two-
story basement garages. Areas range from
500 to 1,100 sq. ft.
19M Gold Nugget Merit Award
C.J. Secgerstrom & Sons with C. Robert
Langslet & Sons
37 zero -lot -line patio homes ranging in area
from 2,124 to 2,688 sq. ft. with three- and
four -bedroom plans.
Pacific Marine Investment Corp.
Multiple projects consisting of over 500
apartment units ranging from 650-sq.-ft.,
one -bedroom units to over 1,200-square-foot
moderate to luxury units.
Irvine Pccif is
A 50-unit development of front -loaded,
moderate -priced, ' view -oriented, attached
townhomes surrounding a private motor court
and ranging in area from 1,466 to 1,864 sq.
ft.
Two 1983 Gold Nugget Merit Awards
190 Ha:orable Mention -- Builders Choice
Taylor Woodrow Homes, Ltd.
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Multi -Family Residential
Baywatch
San Pedro, California
SCOPE: A 160-unit, two-story townhome development
designed over Individual garages and
terracing either up or down slope as site
conditions warrant. The project yields an
overall density of 14.7 units per acre.
Awards: I983 Gold Nugget Grand Award
IM Award of Merit, American Institute of
Architects/Orange County Chapter
IM Honorable Mention -- Builder's Choice
Client: Sunnyglen Development Corporation
Belcourt
Newport Beach, California
SCOPE: A multi -phased, multi -product $250 million
residential development.
Belcourt Towne Collection: A two-phase,
IOE7unit attached resi entiai development
with two.- to four -bedroom units ranging in
area from 3,000 to 4,700 sq. ft. Luxury
towhhomes are designed to give a detached
appearance around a garden: environment.
Belcourt Gallery Collection: A series of
highmend one- and two-story residences of
3,600 to 5,200 sq. ft. in area with sales prices
ranging to $1.5 million. These homes were
designed to provide the features found in the
highest Svality custom home. -
Belcouirt Manor Collection: A series of
singie- amily homes with four plans more
moderate in size and appointments with areas
ranging from 3,300 to 4,350 sq. ft. This
series of residences was designed and priced
to complement and moderate between the
Towne and Gallery Collections.
Belcourt Terrace Collection: A series of
luxury duplex attached single-family units
with areas ranging from 2,400 to 3,400 sq. ft.
in four plans. This series of residences was
designed to capture some of the luxury of
Belcourt but create its own identity.
Awards: Five 1983 Gold Nugget Merit Awards
1983 Honorable Mention -- Builder's Choice
Client: J.M. Peters Company
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Multi-FcmilX Residential
The Vista
Los Angeles, California
SCOPE: •A 19-luxury townhome development with
units ranging from 2,680 to 49600 sq. ft.
Award: 1982 Gold Nugget Merit Award
Client: Cadillac Fairview/Southwest Environments
The Terrace At Mountairgate
Los Angeles, California
SCOPE: 24 attcched, terraced luxury view -oriented
townhomes ranging in area from 1,850 to
2,600 sq. f t.
Award: 1981 Cold Nugget Merit Award
Client: Barclay Hollander/Southwest Environments
The Ridge at Mouritaingate
Los Angeles, California .
SCOPE: A 72-unit view -oriented townhome project
featuring traditional styling, individualistic,
and attractive homes. The units are
luxurious in quality and price. Units range in
size from 2,750 to 4,300 sq. ft.
Client: Barclay Hollander/Southwest Environments
The Crown
Los Angeles, California
SCOPE: A 77-unit condominium development, Type V
construction with units ranging in size from
2,900 to 4,000 sq. ft.
Award: 1979 Gold Nugget Merit Award
Client: Barclay Hollander/Southwest Environments
Crest/Promontory
Los Angeles, California A 1 l4-home luxury duplex and single-family
development with units ranging from 2,680 to
4, 600 sq. ft.
Client: Cadillac Fairview/Southwest Environments
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Multi-FamilyResidential
Lakeside
Garden Grove, California
SCOPE: A 300-unit, two-story back-to-back
moderate -priced residential development.
Units range in area from 580 to 1,050 sq. ft.
and provide a density of 24 units per acre.
Parking is detached and is built around a
landscaped garden and lake environment.
Award: 19M Gold Nugget Merit Award
Client: C. Robert Langslet & Son, Inc.
Hampton Bluffs
Laguna Niguel, California
SCOPE: 125 -zero-lot-line moderate to luxury single-
family homes ranging in area from 2,200 to
3,400 sq. ft. with three- and four -bedroom
plans.
Award: 1983 Gold Nugget Merit Award
Client: Broodmoor Homes
Woodiake
Santa Ana, California
SCOPE: A water -oriented community comprised of
• 144 units ranging from 860 to 1,250 sq. ft. in
a two-story stacked condominium configura-
tion.
Award: 1982 Gold Nugget Merit Award
Client: C. Robert Langslet & Son, Inc.
Villa Marina East V Condominiums
Marina del Rey, California
SCOPE: A series of three separate three-story, Type
V condominiums over Type I basement. 126
units range In area from 1,906 to 2,120 sq. ft.
in both single and bi-level plans.
Award: 1981 Gold Nugget Grand Award
Three 1981 Gold Nugget Merit Awards
Client: Barclay Hollander/Southwest Environments
Villa Marina East V Patio Homes
Marina del Rey, California
SCOPE: 99 patio homes in both detached and duplex
configuration ranging in area from 1,751 to
2,204 sq. ft. in a marina environment
Award: 19M Gold Nugget Merit Award
Client: Barclay Hollander/Southwest Environments
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Multi -Family- Residential
Lake Terrace
Paramount, California
SCOPE: A moderately priced, lake oriented commu-
nity. 132 units are configvred in stacked flat
condominiums and townhomes.
Client: Hynes Land & Cattle Co.
Rocking Horse Ridge/Cowan Heights
Orange, California
SCOPE: For the first phase, a 40-unit ranch house
style, single-family development with square
footoges ranging from 2,800 to 3,400. 4,500
sq. ft. recreation facility includes tennis
courts and olympic size pool area.
Award: I M Gold Nugget Grand Award
I M NAHB do Better Homes and Gardens
Builder's Choice ign war
1981 Gold Nugget Merit Award for
Recreation Facility
Client: The Baldwin Company
The Sycamores
Glendale, California
SCOPE:
Award
Client:
Villas Mallorca
La .Jolla, California
SCOPE:
Client:
The Village at Walnut Creek
Walnut Creek, California
SCOPE:
Client:
A 138-home single-family development with
traditional and mediterranean architectural
style. Units range from 2,600 to 3,200 sq. ft.
I Gold Nugget Merit Award
The Baldwin Company
136 attcched townhomes on a 7-acre site.
The homes range in area from 850 to 1,500
sq. ft. Garage parking is provided beneath
each unit in a tuck -under arrangement.
M. David Kelly Development
A 135-unit townhome development of
duplexes and triplexes set in a garden/lake
setting with areas ranging from 1,400 sq. ft.
Goldrich & Kest Associates
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Multi -Family Residential
Clark Terrace '
Long Beach, California
SCOPE: 90 condominiums in three separate, three-
story buildings over individual subterranean
garages. A heavy interior and exterior land-
scape theme is emphasized. Units range
from 1400 to 1800 sq. ft. on a 3.2-acre site.
Award: 1980 Gold Nugget Merit Award
Client: C. Robert Langslet & Son, Inc.
Orange Lakes
Orange, California
SCOPE: A I I8-anit townhome project on an 8-acre
parcel. This development features relatively
small units with a high degree of emphasis on
Interior and exterior environmental quality.
Award: 1977 Gold Nugget Grand Award
1977 NAHB end Better Homes and Gardens
Sensible Gr war
Client: C. Robert Langslet & Son, Inc.
Lakeridge
Whittier, California
SCOPE: A 292-condominium project set in a garden/ -
lake atmosphere with units ranging from 650
to 1,300 sq. ft.
Client: C. Robert Langslet & Son, Inc.
Lakewood Shores
Lakewood, California
SCOPE: 232 townhomes on a 12.5-acre site. The
project's emphasis is on affordable housing
within a high -quality environment. Units
range from 850 to 1,200 sq. ft.
Award: 1978 Gold Nugget Grand Award
Three Gold Nugget Merit Awards, 1978
1979 NAHB & Better Homes and Gardens
Sensible Growth ward
Client: C. Robert Longslet & Son, Inc.
Lakes at Placentia
Placentia, California
SCOPE: A 275-unit townhome development in a
garden/lake setting on a 17-acre parcel.
Units range in area from 847 to 1,355 sq. ft.
Client: S & S Construction
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Multi -Family Residential
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Pine Creek
Harbor City, California
SCOPE:
Client:
Dawson Patio Homes
Glendora, California
SCOPE:
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Client:
Morgan Ranch
Glendora, California
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Client:
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Owii Creek
Irvine, California
SCOPE:
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Client:
Driftwood Lakes
Oxnard, California
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Client:
Studio Estates
Culver City, California
SCOPE:
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Award:
Client:
A 220-unit lake condominium development
with units ranging from 650 to 1,300 sq. ft.
The Konwiser Corporation:
29 single-family zero -lot -line homes ranging
In area from 1,350 to 1,750 sq. ft.
Walton Associated Companies
99 customized single-family homes ranging in
size from 2,600 to 3,300 sq. ft. Features
include multi -level rooms to coincide with
natural terrain of the site.
Walton Associated Companies
A 306-condominium development situated in
a garden/lake atmosphere with units ranging
from 700 to 1,150 sq. ft.
Sterling Homes, Incorporated
345 condominium units in a garden/lake set-
ting with units ranging In size from 839 to
19342 sq. ft.
Trent Meredith Corporation
. Architectural services for increaseu residen-
tial density studies for Phase 1V of the Studio
Estates project.
1979 Gold Nugget Merit Award
Goldrich & Kest Associates
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Multi -Family Residential
Bixby Village
Long Beach, California
SCOPE:
Client:
Bixby Village 11
Long Beach, California
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Client:
Bixby Village Patio Homes
Long Beach, California
SCOPE:
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Client:
Chapman Villas
Fullerton, California
SCOPE:
Client:
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Irvine Lakes
Irvine, California
SCOPE:
Client:
Sunset Apartments
Los Angeles, California
SCOPE:
Client:
A 171-attached single-family residential de-
velopment. Front -loaded attached town -
homes in two- and three -unit complexes
range f rom 1,400 to 2,300 sq. f t.
S & S Construction Company
A 140-unit development. Rear -loaded
attached townhomes in two- and three -unit
complexes range from 1,400 to 1,600 sq. ft.
S & S Construction
A 75-unit development with zero -lot -line
patio hcmes ranging from 1,600 to 2,400 sq.
ft.
S & S Construction
Set in a garden/lake atmosphere, this project
consists of 58 townhomes ranging in area
from 1,200 to 1,500 sq. ft., each with its own
private patio, detached parking.
Goldrich & Kest Associates
A 266-unit, lake -oriented condominium and
townhome develoment on a 16.6-acre site.
Units range in area from 650 to 1,320 sq. ft.
Sterling Homes, Inc.
100 units, 4 story over subterranean garage.
Amir Development Company
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Foothill Village
Glendora, California
SCOPE:
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in size from 1,350 to 1,750 sq. ft. This
development features a totally landscaped
front yard setting and a large recreation
center.
Walton Associated Companies
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COMMERCIAL:
Bayview
Bristol Street & Jamboree Road
Newport Beach, California
SCOPE:
Client:
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Arciero Center
Diamond Bar, California
SCOPE:
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Client:
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Harbour Cave Shopping Ceoer.
San Pedro, California
SCOPE:
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Client:
Museum Square If
Wilshire Boulevard
Los Angeles, California
SCOPE:
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Client:
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A mixed -use commercial center consisting of
approximately 600,000 square feet of office
space, a 350-room luxury hotel, restaurants,
and retail space with a four -level, on -grade
parking structure for 1,250 vehicles.
J.M. Peters Company
Newport Beach, California
William D. Greenleaf, Vice President
A 71-acre view -oriented, master -planned,
executive business park consisting of
2,150,000 square feet of theme professional
office buildings, research and development
facilities, restaurants, retail, 'commercial
offices, and recreational facilities.
Arciero & Sons, Inc.
Anaheim, California
A 32,000-square-foot retail shopping center
of Type V construction with surface parking.
Harbour Waifs Joint Venture
Torrance, California
A 1,000,000-square-foot, mixed -use develop-
ment containing retail, offices, restaurant
space, luxury townhomes, and subterranean
parking for 2,700 cars. The project consists
of four- and six -level buildings of Type
construction.
Museum bquare Associates
Los Angeles, California
Mr. Jerry H. Snyder, President
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Commercial
Wilshire/Muirfield Office Building
Wilshire Boulevard
Beverly Hills, California
SCOPE:
Client:
Wilshire/Swall Office Building
Wilshire Boulevard
Beverly Hills, California
SCOPE:
Client:
Wilshire/Carson Office Building
Wilshire Boulevard
Beverly Hills, California
SCOPE:
Client:
Wilshire -Clark Office Building
Wilshire Boulevard
Beverly Hills, California
SCOPE:
A three-story, 62,000-square-foot, general-
purpose office building with aluminum skin
and green reflective glass exterior over two-
story subterranean parking.
Amir Development Co.
Los Angeles, California
Mr. Paul Amir, President
A three-story, 34,000-square-foot, general-
purpose office building with masonry veneer
and bronze glass exterior over three-story
subterranean parking.
Liberty Service Corp.
Los Angeles, California
Mr. Tom Spiegel, President
A three-story, 54,000-3quare-foot office
building with polished granite and green
reflective glass exterior and three-storysub-
terranean parking structure.
Amir Development Co.
Los Angeles, California
Mr. Paul Amir, President
A 37,000 sq. ft. three-story brick -veneered
Type I concrete ductile frame office over a
three-story subterranean parking structure.
Client: Wilshire Clark Center
Los Angeles, California
Mr. Paul Amir, President
Builder: The Koll Company
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Commercial
Fidelity Office Building
San Pedro, California
SCOPE:
Client:
1999 Bundy Drive Office Building
Los Angeles, California
SCOPE:
A 30,000-square-foot, general-purpose office
building of Type V, one -hour steel -frame con-
struction. Exterior skin is of thin -shell
concrete with exposed aggregate and ribbons
of butt -glazed solar -bronze glass.
Sunnyglen Corporation
Torrance, California
Mr. Ken Bottram, President
A 167,000 sq. ft. three-story office building
with aluminum exterior skin and reflective
glass over a 150,000 sq. ft. Type I two-story
basement garage on a 2.3-acre site.
Award
West Las Angeles Chamber of Commerce
Award for Best Commercial Development,
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Client:
Bundy Olympic Development Corporation
Los Angeles, California
Mr. Paul Amir, President
Builder: The Koll Company
Charter Centre
W Warner Ave. & Beach Blvd.
Huntington Beach, California
SCOPE:
A mixed -use commercial center with nine -
and 14-story office tower, two separate
I0,000-square-foot restaurants, six-plex
theatre, Holiday Health Spa, and five -level
garage structure on grade.
Client:
Mole Development Corporation
Huntington Beach, California
Mr. Frank Mole, President
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City Centre
Orange California
SCOPE: A 140,000-sq. ft., four-story office building
with reflective glass, Type III, one -hour,
steel -frame construction on a ten -acre site.
Floor plan consists of two identical office
r+ pods, each having an open-air atrium.
Client: Davis Developments
Newport Beach, California
Mr. Bill Davis, President
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Commercial
Pornorw Office Building
Pomona, California
SCOPE:
Client:
Claremont Village Center
Claremont, California
SCOPE:
Includes renovation of the exterior period
facade including new fenestration. The
project was brought to current code specifi-
cations for life safety standards and included
new stairs and elevator. The entire
mechanical, plumbing, and electrical systems
were replaced and the building was brought
to the current Title 24 energy standards.
J.B.S. Development Company, Inc.
Claremont, California
Mr. Jim Salter, President
A 125,000 sq. ft. commercial complex includ-
ing two, three-story professional office
buildings, retail shops, and two restaurants
located in the Claremont Village District.
This five -acre site houses the Santa Fe Depot
which will be completely restored. Separate
two-story parking structure contains 150
spaces.
Client: J.B.S. Development Company, Inc.
Claremont, California
Mr. Jim Salter, President
Builder. J.A. Stewart Construction Company
Garvey Plaza
West Covina, California
SCOPE:
Client:
A series of three two-story office condo-
minium structures with surface parking. The
individual buildings are designed to be sold on
a condominium fee -simple basis.
Surya Corporation
Los Angeles, California
Mr. Vincent Widjaya, President
La Mesa Commercial Re-0evelopment
Project
SCOPE: A 150,000-sq. ft. office building development
located in three three-story buildings. In
additicn a 3-story concrete parking structure
housing 480 cars is provided.
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Commercial
Acosta Redevelopment Project
Glendora, California
SCOPE:
Client:
Amelia Office Park
San Dimas, California
SCOPE:
Client:
A multi -phased 33-acre mixed -use develop-
ment including the following structures:
Walton Associated Companies Head orters:
sq, ft. area designed to contain both
a warehouse (23,500 sq. ft.) and on office
facility (14,000 sq. ft.) within a single struc-
ture and including adjacent service and
storage yard facilities. (Completed)
Office Structure #1: Three-story, 60,000 sq.
It. office 67110ngbvilt over a 20,000 sq. ft.,
Type I basement garage.
Office Structure 412: A 23,400 sq. ft office
building, two-story with a common atrium
entry and double -loaded corridor.
Financicl: Planning for a 4,600 sq. ft.
savings and loan as well as a 7,600 sq. ft.
bank.
Light Industrial; Seven structures, ranging
rom I U,800 sq. f t. to 37,500 sq. f t.
Restaurant # 1: A 4,500 sq. ft. structure on
a -acre site to accommodate 70 cars.
Restaurant #2: A 7,500 sq. ft. structure on
a� 1.63-acre #e to accommodate 103 cars.
Residential: 67 zero lot line homes at an
average of 2,500 sq. ft. with a security
entrance. Other features include a picnic
lot, an open park area and several paseos.
Walton Associated Companies
Glendora, California
Mr. Bill Raymond
A series of R & D office/industrial buildings
utilizing concrete tilt -up panel construction .
within a park -like environment.
Walton Associated Companies
Glendora, California
Mr. Bill Raymond, President
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Commercial
Atlantic Richfield Plaza
Los Angeles, California
SCOPE:
Client:
Realbon Office Building
Seattle, Washington
SCOPE:
Client:
Bank of America
Atlantic Richfield Plaza
SCOPE:
Client:
19M Avenue of the Stars Office
Building
Century City, California
SCOPE:
Award:
Client:
A 2.4 million sq. ft. office and commercial
development. Physical feasibility analysis
and establishment of design concept. (While
at Albert C. Martin & Associates)
Atlantic Richfield
A 10-story 200,000 sq. ft. office building with
a separate 15,000 sq. ft. bank building and
120,000 sq. ft parking structure. (While at
Albert C. Martin & Associates)
Realbon Corporation
Architectural interiors of 50th & 51st floors
consisting of executive offices and executive
dining areas, Los Angeles main branch and
numerous operation floors. (While at Albert
C. Martin & Associates)
Bank of America
A 27-story office building housing 550,000 sq.
ft. of leasable area, including a 7,000 sq. ft.
plaza building for Dean Witter Reynolds
Company, Union Bank. (While at Albert C.
Martin & Associates)
American Institute of Architects
Award for Design Excellence
Alcoa