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Newcomb/Tillotson Development Co. - 1990-02-20
1104B CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION HUNTINGTON BEACH To Laura Phillips From JulifijDsugi Associate Planner PlaWnning Aide Subject ENVIRONMENTAL INFORMATION Date August 30, 1990 FORM NO. 90-41 Applicant: Newcomb/Tillotson Request: To construct a mixed-ust. development combining 19,000 square feet of retail commercial space, 8,000 square feet of office space, 68 condominium units, and a 494 space subterranean parking structure on 1.93 acres. Location: 300 Block of Main Street (bounded by Main Street, Olive Avenue, Fifth Street and Orange Avenue). Background Staff has reviewed the environmental information form noted above and has determined that a negative declaration may be filed for the project. In view of this, a draft negative declaration was prepared and was published in the Daily Pilot for a twenty-one (21) day public review period commencing Wednesday September 5, 1990 and ending Wednesday, September 26, 1990. If any comments regarding the draft negative declaration are received, you will be notified immediately. Recommendation The Environmental Resources Section recommends that the Planning Commission approve Negative Declaration No. 90-41 finding that the proposed project will not have a significant adverse effect on the environment. Mitigation Measures X The attached mitigating measures will reduce potential environmental effects resulting from the project and are recommended as conditions of approval. JO:lp (6942d-1) M REQUI� ST FOR CITY COUP` � 1L/ REDEVELOPMENT AGENCY AeTIO RH 91-42 Dam July 15, 1991 Honorable Mayor and City Council Members Submitted to: )' Y Submitted by: Michael T. Uberuaga, Executive Directo , Prepared by: Barbara A. Kaiser, Deputy City Administrator conomic Development Director Subject: CONVEYANCE OF CITY PARCELS TO REDEVELOPMENT AGENCY -- THIRD BLOCK WEST Consistent with Council Policy? p9 Yes [ ] New Policy or Exception fl.� -46 3 O (o Statement of Issue, Recommendation, Analysis, Funding Source, Altema '-' 19-?J STATEMENT -OF -ISSUE: The Disposition and Development Agreement approved between the Redevelopment Agency and Newcomb -Tillotson Development, Inc. calls for the conveyance of publicly owned parcels to the developer. In order to effect this conveyance it is necessary to transfer city owned parcels to the Redevelopment Agency. BESQMMENDATION: 1) Approve and authorize the Clerk to execute the attached resolution of the City Council of the City of Huntington Beach declaring certain property to be surplus and directing that it be transferred to the Redevelopment Agency. 2) Authorize the recordation of additional Redevelopment Agency debt to the City of Huntington Beach in the amount of $2,819,730 (market value for the surplus property being conveyed) and authorize an amendment to the operative agreement between the City and the Redevelopment Agency. AANALYSIS: The site of the Third Block West project is bounded by Main Street, Olive Avenue, Fifth Street and Orange Avenue. Newcomb -Tillotson Development, Inc. was selected as developer of this full block consolidation in the Main -Pier Project area through a Request for Proposal process in 1990. The Agency approved a Disposition and Development Agreement and entitlements for the project in March, 1991. One of the provisions of the approved DDA requires the Agency to convey the real property within the project site which has been assembled under public ownership to the developer. The property held by the City of Huntington Beach is comprised of nine (9) parcels which are comprised of 19 lots of approximately 25' by 117.5' (The legal description of the parcels and a map showing the location of the parcels are attached as Exhibit A to the attached resolution. One additional lot [lot 101 is already held in the name of the Redevelopment Agency and is not a subject of this declaration of surplus property and one additional lot [lot 8] was purchased with Redevelopment Agency funds and is not included in the increased Agency debt authorized herein). These parcels were acquired over a number of years from a variety of owners on a willing —sellers basis. The assessor parcel numbers and the price paid for each parcel is shown on Attachment No. 2. As part of the process of declaring this property surplus and transferring it to the Redevelopment Agency, it is necessary to establish its value. This is done through the employment of the Reuse Analysis prepared by Keyser Marston as part of its review of the development proposal for the site and the economics of the approved Disposition and Development Agreement (this is also the figure used in the Section 33433 Report required to be made available prior to the public hearing on the DDA). This report establishes a value for the entire block consolidation of $4,620,000. The parcels subject to this conveyance represent approximately 69% of the total project site and therefore a value may be established for these parcels of $3,135,000. Because lot 8 was purchased with Redevelopment Agency funds, (not City funds), this value is offset by its purchase price of $315,270 to determine the fair —market value of the parcels being conveyed in this transaction. It is important to note that conveyance of these parcels at todays fair market value significantly exceeds the amount the city has invested in these pro erties. Specifically, while the Agency will incur a debt to the City in the amount of ;2,819,730; the City's total investment in these parcels is $1,194,500. This results in a profit to the City of $1,635,230. In addition the Agency will pay 10% interest on any amounts owing as stipulated in the operative agreement between the City and Agency. By the provisions of the Disposition and Development Agreement between the Redevelopment Agency and Newcomb —Tillotson, Inc. approved in March, 1991, the subject parcels, when consolidated with the balance of the parcels in this block, are to be sold to the developer. The DDA stipulates the sale price of these parcels at $4,620,000. This developer payment to the Redevelopment Agency will be used to I) acquire third party parcels, pay relocation expenses, pay for toxic remediation and demolition of existing structures on the site. It is expected that these expenses will fully offset the developer land payment. The Planning Commission reviewed the conformance of this proposed conveyance with the General Plan in November 1990, and approved such conformance (see Notice of Action attached). rUNDING The current fair market value of these parcels will become a debt of the Redevelopment Agency to the City of Huntington Beach. ALTE)ZNATIVES: Do not approve the attached resolution. This will pre—empt implementation of the Third Block West project. blTA_CHEMENTS: 1. Resolution with Exhibits A & B 2. Parcel Purchase Prices 3. Notice of Action MTLI/BAK/SVK:jar 9188r N-1� RESOLUTION NO. 6306 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 13UNTINGTON BEACH DECLARIFG CERTAIN PROPERTY TO BE SURPLUS AND DIRECTING THAT IT BE TRANSFERRED TO THE REDEVELOPMENT AGENCY WHEREAS, the City of Huntington Beach is the owner of certain parcels of real property generally located in the vicinity of Main, Olive, Orange and 5th Streets, in the City of Huntington Beach, State of California, more particularly described in Exhibit "A" attached hereto and incorporated herein; and The City of Huntington Beach acquired such real property by deed all as more fully set forth in Exhibit "B" attached hereto and incorporated herein by this reference; and The City Administrator has recommended to this Council that such real property be declared surplus; and - Huntington Beach Municipal Code S 3.06.010(b) authorizes the City to dispose of surplus property, and sets forth the procedures therefor, except conveyances to the Redevelopment Agency for a redevelopment project; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: Section 1. The above described real property located in the City of Huntington Beach, County of Orange, State of California is declared surplus and the public interest and necessity require the disposition thereof as set forth herin. mm Section 2. That independent appraisals shall be obtained to establish the fair market value of such real property. Section 3. That the real property herein described is declared surplus and shall be transferred to the Redevelopment Agency for the fair market value thereof, notwithstanding Huntington Beach Municipal Code Section 3.06.010. Section 4. The -real property herein described shall be -deeded to the Redevelopment Agency pursuant to city procedures for such -transfer of property all by'deeds approved as to form by the City Attorney. Section 5. The City Administrator is hereby authorized and directed to execute all documents and take all steps necessary to* dispose of.such surplus real property pursuant to the determinations of this Council and .the procedures .set forth herein. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 15th day of July 991. Z "I. Mayor ATTEST: City Clerk REVIEWED AND APPROVED: ity Administrator APPROVED AS TO FORM: ettorney 6-3_y� � -Yi INITIATED AND APPROVED: Director of Economic Development 2 - Res. No. 6306 STATE OF CALIFORNIA COUNTY OF ORANGE i ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held an the 15th day of_ July 19A _, by the following vote: AYES: Councilmembers: WixiMll, Silva,_Green�Pcbitaille, KnIton-Patterson NOES: Councilmembers: None ASSENT: Councilmembers: None ABSTAIN: MacAllister. Kel Lily t.lerK ana ex-0tt1C70 WerK of the City Council of the City of Huntington Beach, California �/ H1B1T "A" Lot 5, the south 8" of lot 7, and lots 9, 11, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, & 28, in Block 304 In the Huntington Beach Tract, County of Orange, as shown in Book 3, page 36 of Miscellaneous Maps in the office of the recorder of said county. The property is constituted of some nine parcels constituted of several lots all within Block 304 as shown in the Huntington Beach Tract, County of Orange, Book of Miscellaneous Maps and as more particularly described in Exhibit A hereto. These parcels were acquired for various purposes by the City or entities of the City commencing in 1976. The acquisitions were made at various times from individual owners on a willing seller basis at prices as follows: I;- 024-14-1 $ 165,000 024-143-4.25 $ 100,000 024-243-19 $ 290,000 024-143-23.24 $ 105,000 024-143-8 315,270* 024-143-9 $ 330,000 024-143-11 $ 194,500 $ 1,184,500 More particular information regarding the parcels is available for public inspection at the records of the City Clerk, Connie Brockway, 2000 Main Street, Second Floor, Huntington Beach, CA 92649 *Paid with Redevelopment Agency funds. 515 • P:. : • . :. I 07AIK614 If 41 • 024-14-1 $ 165,000 024-143-4, 25 $ 100,000 024-243-19 $ 290,000 024-143-23.24 $ 105,000 024-143-8 $ 315,270' 024-143-9 $ 330,000 024-143-10 $ 325,000 (Agency Owned) 024-143-11 $ 194,500 $ 1,824,770 "This parcel was purchased with Redevelopment Agency funds; but, title is vested with the City. Therefore, it is necessary to declare it surplus and convey it to the Agency, but its purchase price is not included in additional Agency debt. 9191r 19 16"Jol .91 .zl 61 0 9 e ! �I'! ali -7;1� Y4, 1 Fo 8 K I 61 l U6, E a. lei91 Y61 Q9d cr ZZZ r 00 T C7, 1u(V+77 V e 9z Ll IY/ cj -7,1/70 ', , Huntington Beach Planning Commission P.O. BOX 190 CALIFORNIA 92648 Date: _...__November 8,_ 1990 NOTICE OF ACTION Applicant: City of Huntington Beach, Department of Administrative Services Subject: GENERAL PLAN CONFORMANCE NO. 90-9 Your application was acted upon by the Huntington Beach Planning Commission on .___tqo_v-ember_...G_.,_ 1990 and your request was: WITHDRAWN APPROVED XX APPROVED WITH CONDITIONS (see attached) DISAPPROVED TABLED CONTINUED UNTIL Under the provisions of the Huntington Beach Ordinance Code, t;he action taken by the Planning Commission is final unless an appeal is filed to the City Council by you or an interested party. Said appeal must be in writing and must set forth in detail the actions and grounds by and upon which the applicant or interested party deems himself aggrieved. Said appeal must be accompanied by a filing fee of two hundred ($200) dollars and be submitted to the City Clerk's office within ten (10) days of the date of the Commission's action. In your case, the last day for filing an appeal and paying the filing fee is .Non =gpealable Provisions of the Huntington Beach Ordinance Code are such that any application becomes null and void one (1) year after final approval, unless actual construction has started. (0871D) ENVIRONMENTAL CHECKLIST FORM 1.kftwo' CITY OF HUNTINGTON BEACH PLANNING DIVISION ENVIRONMENTAL ASSESSMENT NO. 90-41 1. Name of Proponent NMQMB/TILLOTSQN Address 2800 LAFAYETTE AVENUE NEWP RT BEACH. CA Phone Number 714) §U-9844 2. Date Checklist Submitted for Review _AuaustZ2. 1990 3. Concurrent Entitlement(s) CUP #90- Q/CDP # 90-30/TT # 14352 4. Project Location _300 Block of_MainSrget (boundgd by Main .Olive Avenue. Fifth Streg%Ind Orang _Avenue). 5. Project Description 'x v combining guare feet f rgtall-commerCill 03re feet of office space .§ condominium units and 494 spate subterranean Parking structure on 1.93 acres. ENVIRONMENTAL IMPACTS (Explanations of answers are included after each subsection.) YU EA be N I. Earth. Will the proposal result in: a. Unstable earth conditions or changes in geologic substructures? _ X Discussion: The project is not located within the Alquist-Priolo Special Study Zone or in the vicinity of any known unstable earth conditions, therefore. no significant impacts are anticipated. b. Disruptions, displacements, -compaction or overcovering of the soil? X Discussion: The proposal will result in compaction and over covering of the soil. However, the site has been previously graded and portions of the site are currently occupied by commercial uses. No adverse impacts are anticipated. C. Change in topography or ground surface relief features? x Discussion: The site will be excavated to accommodate the subterranean parking structure. However, the final grade level will not differ from the existing condition. No adverse impacts are anticipated. 11 d. The destruction, covering or modification of any unique geologic or physical features? Discussion: No unique geoligic or physical features exist on the site. e. Any increase in wind or water erosion of soils, either on or off the site? X - X ---- Discussion: Minor short term wind erosion may occur during construction. However, Mitigation Measures No. 18 d. 19 requiring dust control measures will reduce impacts to a level of insignificance. f. Changes in deposition or erosion of beach sands. or changes in siltation, deposition or erosion which may modify the channel of a river or stream or the bed of the ocean or any bay, inlet or lake? — X Discussion: The project will not impact beach sands, or the ocean. g. Exposure of people or prcperty to geologic hazards such as earthquakes, landslides, mudslides, ground failure, or similar hazards? X ___- Discussion: Development exposes people and property to geologic risks that exist in Southern California. However. there are no known faults or serious geological constraints affecting the site. All construction will be in accordance with state and local building and safety codes for earthquake standards. No significant impacts are anticipated. .2. Air. will the proposal result in: A. Substantial air emissions or deterioration of ambient air quality? X -_.. Discussion: Increased traffic generated by the project nay contribute to a decrease in ambient air quality. The proposed project is in th.3 Downtown Specific Plan Area - District No. 3. Air quality impacts of implementation of a more intense Downtown Specific Plan were studied in EIR No. 82-2 and were found to be significantly adverse. The City Council certified EIR No. 82-2 and made a statement of overriding considerations regarding the anticipated impacts to air quality. Because air quality impacts are assessed using projected traffic generation and because the trips generated by the less intense proposed project would be fewer than the trips generated by the maximum buildout analyzed in EIR No. 82-2. the development currently being proposed would have less impacts to air quality than :he maximum buildout analyzed for the area in 1982. The air quality impacts of the currently proposed project are, therefore, covered by the previous statement of overriding considerations. Minor short term deterioration of local ambient air -quality may occur during construction as a result of construction equipment emissions and dust. However. impacts are not considered significant and will be further reduced by Mitigation Measures No. 18 and 19, which requires dust control and maintenance of equipment in proper tune. b. The creation of objectionable odors? X Discussion: No objectional odors will be generated by the project. c. Alteration of air movement, moisture, or temperature, or any change in climate, either locally or regionally? _ _ X Discussion: The project does not propose any land uses which may affect local or regional.climate. Environmental Checklist -2- (6881dl Yu Maybe i3 3. Water. will the proposal result in: a. Changes in currents, or the course of direction of water movements, in either marine or fresh waters? X Discussion: The project will not impact marine or fresh water currents or movement. b. Changes in absorption rates, drainage patterns, or the rate and amount of surface runoff? X Discussion: Slight increases in surface run off will occur due to the overcovering of the site with impervious surfaces. However, existing and planned storm drain systems are adequate to accommodate increased runoff and no significant impacts are anticipated. C. Alterations to the course or flow of flood waters? X Discussion: The proposed project site is not locataed within ttie 100 year flood plain. d. Change in the amount of surface water in any water body? _ _ „ L Discussion: The site does not drain directly into any natural body of water. e. Discharge into surface waters, or in any alteration of surface water quality. including but not limited to temperature, dissolved oxygen or turbidity? Discussion: The site does not drain directly into any natural body of water. f. Alteration of the direction or rate of flow of ground waters? _ x Discussion: The project does not directly impact ground waters. g. Change in the quantity of ground waters, either thrcugh direct additicns or withdrawals. or through interception of an aquifer by cuts or excavations? _ x See discussion 3f h. Substantial reduction in the amount of water otherwise available for public water supplies? _ X I. Exposure of people or proFerty to water related hazards such as flooding or tidal waves? _ _ X Discussion: The project is not located in the 100 year flood plain. Huntington Beach is in a low -moderate tsunami risk zone (FEIR 82-2). No significant impacts are anticipated. 4. Plait Life. Will the proposal result in: a. Change in the diversity of species, or number of any species of plants (including trees, shrubs, grass, crops, and aquatic plants)? Environc-antal Checklist -3- (6881d) �� ��r% YS� Ltavbe N3 b. Reduction of the numbers of any mature, unique, rare or endangered species of plants? _ X C. Introduction of new species of plants into an area, or in a barrier to the normal replenishment of existing species? _ _ X d. Reduction in acreage of an agricultural crop? _ X Discussion (a-d): The site has been developed and was cleared of any unique vegetation; therefore, no plants will be affected. 5. Animal Life. Will the proposal result in: a. Change in the diversity of species, or numbers of any species of animals (birds. land animals including reptiles, fish and shellfish, benthic organisms or insects)? i _ X b. Reduction of the numbers of any unique, rare or endangered species of animals? _ _ X C. Introduction of new species of animals into an area. or result in a barrier to the migration or movement of animals? d. Deterioration to existing fish or wildlife habitat? Discussion (a-d): The site was previously developed. No animals will be affected by development of the proposed project. 6. Noise. Will the proposal result in: a. Increases in existing noise levels? .L Discussion: The development will result in increased noise over existing ambient levels. The proposed project is in the Downtown Specific Plan Area - District No. 3. A more intense development was analyzed in the Downtown Specific Plan EIR No. 82-2, and the cumulative noise impacts were assessed to be significant and adverse. These impacts were included in a statement of overriding considerations made by the City Council at the time of approval of the original Downtown Specific Plan. The currently proposed project is less intense than that analyzed in EIR No. 82-2. The noise impacts which might result from the currently proposed project would be smaller than those anticipated to result from the more intense buildout originally analyzed and, therefore, are covered by the statement of overriding considerations. During the construction phase, noise levels on the site will increase. However, wi ;t implementation of Mitigation Measure No. 20, restricting hours of construction activities, no significant impacts are anticipated.. b. Exposure of people to severe noise levels? Discussion: With implementation of Mitigation Measure No. 5, requiring submittal of an acoustical analysis report displaying compliance with state and city noise ordinances, and Mit. Measure No. 20 restricting hours of construction, no significant impact is anticipated. 7. Light and Glare. Will the proposal produce new light or glare? X X _ _ Discussion: The project will result in new,light sources on the site. However, with Mitigation Measure No. 6, requiring directed lighting, no adverse impacts are anticipated. Environmental Checklist -4- (6881d) YuftybjE2 8. Land Use. will the proposal result in a substantial alteration of the present or planned land use of an area? ` _ x Discussion: The project is in accordance with the City's Coastal Land Use Plan, General Plan designation and zoning for the site, which call for mixed residential, cormercial, and office uses. The past and present use of the site has been mixed commercial and residential. 9. Natural Resources. will the Froposal result in: a. Increase in the rate of use of any natural resources? Discussion: Intensification of development will result in an incremental increase in use of natural resources. However. the project specific contribution is not anticipated to be significant. b. Substantial depletion of any nonrenewable natural resource? _ _ X 10. Risk of Upset. Will the proposal involve: a. A risk of an explosion or the release of hazardous substances (including, but not limited to oil, pesticides, chemicals or radiation) in the event of an accident or upset conditions? _ X Discussion: The project does not involve the storage, manufacture or use of hazardous substances. Any abandoned oil wells discovered on the site will be abandoned in accordance with state and city regulations. b. Possible interference with an emergency response plan or an emergency evacuation plan? — X 11. Population. Will the proposal alter the location, distribution, density, or growth rate of the human population of an ares? _ X Discussion: The proposed project is in accordance with the City's General Plan and is not anticipated to impact population location. 16. Housing. will the proposal affect existing housing, or create a demand for additional housing? Discussion: Implementation of the proposed project will create additional housing units but is not anticipated to impact existing units or create demand for additional units. , 13. Transportation/Circulation. Will the proposal result in: a. Generation of substantial additional vehicular moveaent? X Discussion: The City of Huntington Beach Traffic division indicates that surrounding streets can acconodate traffic generated by the proposed project. b. Effects on existing parking facilities, or demand for new off -site parking? Discussion: , The project will provide on site parking for the demand generated. Other existing facilities will not be affected. Ervironrental Checklist -5- (5881d) XSJ EMLbiR2 C. Substantial impact upon existing transportation systems? X Discussion: The project as proposed may adversely impact traffic on Orange Ave., which is an arterial street. The project will be modified to obtain access from 5th St. and Olive Ave. only. In addition the loading area for the market will be modified so that truck nanuevering can be don on -site, rather than in the street. d. Alterations to present patterns of circulation or movement of people and/or goods? _ _ X Discussion: The project will not alter alignments of streets. e. Alterations to waterborne, rail or air traffic? _ _ _L( Discussion: The project will not affe--t waterborne, rail or air transportation f. Increase in traffic hazards to motor vehicles, bicyclists or pedestrians? _ X _ Discussion: The construction of the project will temporarily alter traffic circulation and may create a minor hazard to anyone using the subject roads. The applicant will be required to provide adequate warning regarding the construction area with flagging. fences. cones and other appropriate measures. The applicant should attempt to limit construction, when feasible, to those hours when the streets are least traveled. During the construction phase of the project, pedestrian and bicycle flow may be impeded from time to time; however, with implementation of Mitigation Measure No. 22. requiring adequate warning signs for pedestrian, bicycle and motor vehicle traffic, no significant impacts are anticipated. 14. Public Services. Will the prorosal have an effect upon, or result in a need for new or altered governmental services in any of the following areas: a. Fire protection? X _ b. Police protection? X Discussion: Construction activities may alter traffic circulation and, thus, temporarily effect Police and Fire service to the area. However, with Mitigation Measure No. 21, requiring notification to the Fire and Police Departments thirty (30) days prior to the initiation of construction. no significant impacts are anticipated. C. Schools? _ X Discussion: The project developer will pay school fees prior to building permits in accordance with current regulations. d. Parks or other recreational facilities? Discussion: , The project will not directly impact or overburden any recreational facilities. Environmental Checklist -6- (6881d) X 0--, CIA'a In EmLbl N2 e. Maintenance of public facilities, including roads? _ X Discussion: Development of the proposed project will require construction of public improvements such as sidewalks. which will be maintained by the City. However. the projects contribution is not considered significant. f. Other governmental services? X 15. Energy. Will the proposal result in: a. Use of substantial amounts of fuel or energy? _ _ X b. Substantial increase in demand upon existing source of energy, or require the development of sources of energy? _ X Discussion: Anticipated energy demands created by the proposed project are within parameters of the overall projected demand which is planning to be met in the area. 16. [Utilities. Will the proposal result in a need for new systems, or substantial alterations to the following utilities: a. Power or natural gas? _ _ X Discussion: The project can be served without substantial alteration to existing systems. b. Communication systems? _ _ X See discussion 16d. c. Water? _ _ X See discussion 16a. d. Sewer or septic tanks? X Discussion: Water and sewer systems will. be upgraded in accordance with City master plans. No substantial alteration is needed. e. Storm water drainage? _ X See discussion 16d f. Solid waste and disposal? X Discussion: Rainbow Disposal indicates no problems serving the project. 17. Henan Health. Will the proposal result in: a. Creation of any health hazard or potential health -hazard (excluding mental health)? Environmental Checklist 7- YU Ent, N2 b. Exposure of people to potential health hazards? X See discussion 10a. No threats to human health have been identified. 18. Aesthetics. will the proposal result in the obstruction of any scenic vista or view open to the public. or will the proposal result in the creation of an aesthetically offensive site open to public view? — — -Y— Discussion: The site is currently partially developed with commercial buildings. Views toward the ocean are obstructed by buildings on the first and second blocks of Main Street. The project will be reviewed by the Design Review Board to ensure compliance with the Downtown Design Guidlines, and should provide an aesthetic benefit to the community. 19. Recreation. will the proposal result in an impact upon the quality or quantity of existing re-.reational opportunities? _ X Discussion: The Project will not adversely impact the quantity or quality of existing recreational opportunities in the region. 23. Cultural Resources. a. Will the proposal result in the alteration of or the destruction of a prehistoric or historic archaeological site? ` -YL Discussion: The project is not within a known area of archaeological sensitivity. b. Will the proposal result in adverse physical or aesthetic effects to a prehistoric or historic building, structure, or object? _ _ X Discussion: Although the project site is located in an area known to contain historical structures, none of the remaining buildings on tho site have been identified by the City of Huntington Beach Historical Survey or the 1988 Johnson-Heumann Study as historical stuctures. C. Does the proposal have tho potential to cause a physical change which would affect unique ethnic cultural values? — _ X d. Will the proposal restrict existing religious or sacred uses within the potential impact area? _ _ x Discussion (c,d): No known archaeological sites are in the project vicinity. Furthermore, with Mitigation Measures No. 16 and 17, prescribing actions which shall be taken should any archaeological resources be discovered, no significant impacts are anticipated. 21. Mandatory findings of Significance. a. Does the project have the potential to degrade the quality of the environment, sub- stantially reduce the habitat of a fish or wildlife species. cause a fish or wildlife population to drop below self sustaining levels, threaten to eliminate a plant or animal community, reduce the number or,restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? Er•virOnrental Checklist -8- x (6881d) Y€s a u E2 Refer'to discussion No.'s 4, 5, and 20. b. Does the project have the potential to achieve short-term, to the disadvantage of long-term, environmental goals? (A short-term impact on the environment is one which occurs in a relatively brief, definitive period of time while long-term impacts will endure well into the future.) Discussion: The project will implement the Coastal Land Use Plan, the City General Plan, and the Downtown Specific Plan without significant long-term detriment to the environment. C. Does the project have impacts which are individually limited, but cumulatively consid- erable? (A project may impact on two or more separate resources where the impact on each resource is relatively small, but where the effect of the total of those impacts on the environment is significant.) X• Discussion: Air quality and noise impacts may be cumulatively significant, although the contribution of this project is not considered significant. These impacts were recognized by the City Council in their adoption of EIR 82-2 for the Specific Plan, and Statement of Overriding Considerations. This project is in conformance with the intensity of development outlined in the Specific Plan and analyzed in EIR 82-2. d. Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? _ X Refer to discussion 10 and 17. DETERMINATION On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the environment. and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect on the environment, there X will not be a significant effect in this case because the mitigation vasures described on an attached sheet have been added to the project. A NEGATIVE DECLARATION WILL BE PREPARED. I find the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL _ IMFACT REPORT is required. Date 0 Sign ure Revised: March. 1990 Fcr; -City _of_Huntington Beach Community Development, Department "Covered by Statement of Overriding Considerations - EIR 82-2. I Ervironrental Checklist -9- (6881d) ( CITY OF " NUNGTON BEACH STANDARD MITIGATING MEASURES l\.") X 1. Natural gas and 220V electrical shall be stubbed in at the location of clothes dryers. _ cX 2. Natural gas shall be stubbed in at the locations cf cooking facilities, water heaters, and central heating units. _ X _ 3. Low volume heads shall be used on all showers. _ cX 4. All building spoils, such as unusable lumber, wire, pipe, and other surplus or unusable material, shall be disposed of at an offsite facility equipped to handle them. X 5. The structures on the subject property, whether attached or detached, shall be constructed in compliance with the state acoustical standards set forth for units that lie within the 60 CNEL contours of the property. the interior noise levels of all dwelling units shall not exceed the California insulation standards of 45 dba CNEL. Evidence of compliance shall consist of submittal of an acoustical analysis report, prepared under the supervision of a person experienced in the field of acoustical engineering, with the application for building permit(s). All measures recommended to mitigate noise to acceptable levels shall be incorporated into the design of the project. X 6. If lighting is included in the parking lot and/or recreation area energy efficient lamps shall be used (e.g., high pressure sodium vapor, metal halide). All outside lighting shall be directed to prevent "spillage"onto adjacent properties. c� 7. If foil -type insulation is to be used, a fire retardant type shall be installed as apprcved by the Building Department. _ (X 8. Prior to the issuance of a grading permit, a grading plan shall be submitted to the City's Department of Public Works. A plan for silt control for all water runoff from the property during construction and during initial operation of the project may be required by the Director of Public Works if deemed necessary. _X 9. Information on equipment or facilities which may generate air pollutants shall be submitted to the South Coast Air Quality Management District staff for their review prior to the issuance of a Certificate Of Occupancy for any use within the building. X 10. Should any abandoned oil wells or tanks be encountered, the Fire Department shall be notified and current standards met as required by Article 15 of the Huntington Beach Ordinance Code. Any abandonment of existing wells must be to current standards as well. 11. An on -site qualified archaeologist should monitor all initial grading and excavation activities. X ^ 12. Should any cultural materials be encountered during the initial site survey or during grading and excavation activities, all activity shall cease and the archaeologist shall determine the appropriate course of action. �( 13. Should any human bone be encountered during any construction activities on the site, the archaeologist shall contact the coroner pursuant to Section 5097.98 and 5097.99 of the Public Resources Code relative to Native American Remains. Should the coroner determine the human remains to be Native American, the Native American Heritage Commission shall be contacted pursuant to State Law SB 297. Environm;ntal Checklist -10- (6881d) __,X 14. During cleaning, grading, earth moving or excavation, the applicant shall: a. Control fugitive dust by regular watering, paving construction reads, or other dust preventive measures. b. Maintain equipment engines in proper tune. X 15. During construction, the applicant shall: 'a. Use water trucks or sprinkler systems to keep all areas where vehicles move damp enough to prevent dust raised when leaving the site. b. Het down areas in the late morning and after work is completed for the day, c. Use low sulfur fuel (.05% by weight) for construction equipment. d. Phase and schedule construction activities to avoid high ozone days (first stage smog alerts), e. Discontinue construction during second stage smog alerts. X 16. Construction shall be limited to Monday - Saturday 7:00 AM to 8:00 PM. Construction shall be prohibited Sundays and Federal holidays. X 17. Prior to initiation of construction. police and fire departments shall be notified and the departments shall be kept informed about duration and extent of construction throughout the process. cX 1E. Public Works Department shall provide alternate routes for traffic during the construction phase, if necessary. Adequate signage shall be provided tc warn motor vehicles. bicyclists and pedestrians of construction. n i Environm;ntal Checklist -11- (6881d) L-JiM Environmental Board F-19 CITY OF HJNTINGTON BEACH 1V%T1--NCT0'A RL411 Post Office Box 190 Huntington Beach, California 92648 Department of Community Development September 25, 1990 Planning Division City of Huntington Beach 2300 Vain Street Hsntir.gton Beach, CA 92648 F..-) ^ :: iggn Attn: Ms. Julie Osugi I. S4,b_lect: Draft Negative Declaration No. 90-41 In conjunction with `�' �° u�:.- —i Tentative Tract Map No. 14352, and Conditional Use Permit No. 90-39. Pro.lect Request: Construction of a mixed use development combining 19,000 square feet of retail commercial space, 8,000 square feet of office space, 68 CondominlLm units, and a 494 space subterranean parking structure on 1.93 acres. Location: Site bounded by Main Street, Olive Avenue, Fifth Street and Orange Avenue. (300 Block Main Street) [ti II. EJ.dding2 The Environmental Board has completed a review of the Checklist as prepared by the Environental Assessment Committee, and the Standard mitigating measures Planning Staff has set forth for the referenced project, Commectm: The Downtown Specific Plan (EIR 82-2, page 29) states that projects such as described In Draft Negative Declaration 90-41 receive the following evaluation: 'A final recommended mitigation measure would be to require an individual traffic analysis for each development on a site of half a block or more as It is proposed, and Include circulation system Improvements as eorditions for approval of such projects if Impacts are expected to be significant. Such reports should be sensitive to the regional, and other ctrulative Impacts expected to occur during the project's llfetine.' Thus, the Environmental Board feels that to comply with the Intent of the Downtown Specific Plan (EIR 82-2), a complete EIR should be required In lieu of a Negative Declaration (90-41). hrther in reviewing the Downtown Specific Pian QIP 82-2) In conjunction Pith 90-41 ve are concerned that the Downtown Specific Plan (E1R 82-2) Is obsolete. The ctmrmulative Impact of a growing population on traffic and services is not addressed. Also, new Information is available concerning earthquake hazards; and a four year drought raises questions about our aquafer. We fee' that this rush to Increase our tax base by developing beyond our I Islts will degrade our environment to such an extent it w111 have a negative flscal impact. III. 13 Reconnendattom: The Environmental Board recommends a full Environmental Imp t Report this project. 410 Ro H. Richardson Chairman Ms. Suzanne Heritage, Chair Mr. Dan Torres Irene Alfieri, PhD cc: Fayor Thomas Mays Councilman Peter Green Planning Commissioner Victor Leipzig C�I RESPONSE TO COMMENTS NEGATIVE DECLARATION NO. 90-41 (NEWCOMB/TILLOTSON DEVELOPMENT) COM - ENT 1 The Downtown Specific Plan (EIR 82-2, page 29) states that projects such as described in Draft Negative Declaration 90-41 receive the following evaluation: "A final recommended mitigation measure would be to require an individual traffic analysis for each development on a site of half a block or more as it is proposed, and include circulation system improvements as conditions for approval of such projects if impacts are to be significant. Such reports should be sensitive to the regional and other cumulative impacts expected to occur during the project's lifetime." The project site was analyzed with regard to potential traffic impacts by the City's Department of Public Works. In an August 23, 1990, memo from Jim Otterson, Traffic Engineer, to Howard Zelefsky, Planning Director, it is stated: "The project will not require a Traffic Impact Study. Our review indicates that the project generated traffic would represent less than one percent of the total cumulative peak hour traffic entering key intersections, and no potential cumulative traffic impacts are anticipated." The Traffic Engineer notes that the project may result in some congestion while the street system is being improved to the ultimate design from existing conditions. Staff is recommending as a mitigation measure that the Public Works Department provide alternate routes for traffic during the construction phase, if necessary. Adequate signage must be provided to warn motor vehicles, bicyclists and pedestrians of construction. This impact :is considered temporary and not significant. Lhe Traffic Engineer also notes in the August 23 memo, several design and access problems which could cause on -site and off -site friction and delays. The developer agreed to+revise the plans to the satisfaction of the Traffic Engineer prior to staff's determination that a Negative Declaration should be prepared. No significant traffic -related impacts are anticipated. Furthermore, the developer will be required to make improvements to the circulation system as part of the project. These include dedication of property for street purposes, and full public works improvements to the center lines of Fifth St., Olive Ave., Main St. and Orange Ave. (pavement, sidewalks, curbs and gutters, etc.). A Traffic Impact fee, as approved by the City Council, will also be required. !CQMIENT 2 Thus, the Environmental Board feels that to of the Downtown Specific Plan (EIR E2-2) a required in lieu of a Negative Declaration RESPONSE 2 comply with the intent complete EIR should be (90-41) . CEQA encourages tiering of environmental documentation in order to promote efficiency in the process. Tiering is an effort to focus environmental review on the environmental issues which.are relevant to the approval being considered. EIR 82-2 was prepared for the Downtown Specific Plan, and, as such, could not contain the degree of detailed analysis and mitigation that is possible for project specific environmental documents. In the initial study, staff determined that EIR 82-2 provided adequate description of the broad effects considered at that stage. The project specific effects were analyzed against this baseline, and any potential new impacts that could occur as a result of changed circumstances and/or knowledge of the details of the project are noted. A total of 18 mitigation measures are recommended to be incorporated as conditions of approval which will reduce the identified impacts to a level of insignificance. Therefore, no new EIR is required. COMENT 3 Further, in reviewing the Downtown Specific Plan (EIR 82-2) in conjunction with 90-41 we are concerned that the Downtown Specific Plan (EIR 82-2) is obsolete. The cumulative impact of a growing population on traffic and services is not addressed. Also, new information is available concerning earthquake hazards; and a four year drought raises questions about our aquifer. RESPONSE 3 As stated in Response 2, the information contained in EIR 82-2 was used as a baseline for the broad range of impacts that were analyzed at that time. The initial study for the subject project analyzed the impacts on traffic and services as conditions exist today. Traffic concerns are addressed in Response 1. With regard to services, the Fire and Police Departments were notified of the proposed project, and have indicated that service is available. No schools or recreational services will be overburdened. The developer will pay standard City Park and Recreation fees and school fees prior to issuance of building permits, which offset incremental increases in demand in these areas. _Furthermore, the project will generate sales tax revenue from the commercial uses, and tax increment revenue as a result of increased property values. This money can be used for public improvements where necessary. The Fire Department recommends that the project contribute to the OPTICOM traffic control system, and contribute funding towards additional fire apparatus to protect the area. No significant adverse impacts to services are anticipated. With regard to eartVquake hazards, the Downtown Specific Plan-EiR 82-2 acknowledges that construction downtown will expose people and property to the geological hazards inherent in Southern California. However, these risks are not so severe as to prohibit development. The site is not within the Alquist-Priolo Special Studies zone, which would indicate the potential presence of an active fault. The project will be conditioned to require that soils tests be performed, and that the structures meet State and local codes for seismic safety. The commentor does not provide evidence of a potential significant adverse geological effect resulting from the project. With regard to availability of water, the City's Department of Public Works, Water Division, indicates that they are able to serve the project. The commentor does not provide evidence that the project will have a potentially significant impact on an aquifer. CQ14MENJ 4 We feel that this rush to increase our tax base by developing beyond our limits will degrade our environment to such an extent it will have a negative fiscal impact. RESPONSE 4 The commentor's opinion with regard to fiscal impacts will be considered by the decision -maker during the deliberation on this project. ,ORIENT 5 Recommendation: The Environmental hoard recommends a full Environmental Impact Report for this project. BE$PON,SE 5 Staff respectfully disagrees with the comment, finding that CEQA encourages the process of tiering, and that no substantial evidence exists which would indicate that the project would have significant, unmitigable adverse impacts on the environment. Since all identified impacts in the initial study have been mitigated to a level of insignificance, a negative declaration is appropriate. (7310d) J. L HUYTIMGT(m uACH CITn' OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION To BARBARA KAISER, . Deputy From ART DeLaLOZA. City Administrator Deputy City Attorney Subject 3rd Block West Acquisition Date July ' 1, 1991 Costs Agenda Item F-1• Attached is a'copy of -the -exhibit which should be attached to the above matter. Please be -sure members of the --City Council receive a copy. A'0- be'44 LO-ZA ...,ram ART DeLaLOZA. (Dictated but not read) Deputy City Attorney ADL:k Attachment cc; Michael-Uberuaga, City Administrator Gail Hutton, City Attorney Tom Clark I. Sarah Lazarus, Deputy City Attorney Steve Kohler, Redevelopment �C nnie-Brockway, City Clerk 7 W" j wihNc T.. s-Uwl• T"c MAS r wwr,kr1 n ... AF.YI-C/NV rAftzoptCAI VICKI I,. LAh17 ,,AMCs C CA -A' t�a•�wANIL n4tii scmen sT[VCN A&hAM DENN•s S. "Or 1MGMAi 1 MVRMLW. aet. ^QcR •. nlrMAh MARK W. STCRCi ILA• NAWINC A. MILLEN TINA a pIPP.TT rLrn►r .. CAM.•�CLr GARA L. %ILVc11 PLOORT Q ORIDOMAN _0%7VA C. GOTTI,C'IM stCVCN C. MUSKCY K LLIAM J. A(.1'vr* .IAPIA L. swAnc BROWN, WINFIELD 81 CANZONER1 II.IC0R0-0RATL'.7 OL TO+RNCYS AT LAW CALIFORNIA P•LAtA 000 SOUTF• OPIANO AV96d.J9. •VITC If00 TLLLC.4-laN t0s ANOctcs. cA�IrvnN1A 00071-J"4 j :11.21 An7.30ae TCL[rMONC: iclll anT-slo4 rILC No. JUne 281 1991 0-6401? NIA. ho. Arthur De La Loza, Esq. Deputy City Attorney City of Huntington Beach P. O. Box 2740 2000 Main Street Huntington Beach, California 92547 Re: os n- and v ent, Agreement {Third _al4ck West) C "DDAII, by and petwegn—the ]edeveloprient Acrency Qf the - City of Huntington .p2ach f $'Agency"_) and Newcom ./Ttllot.son Development Company f11Dev2loAer"? Dear Art: At your request, I am writing to you to confirm the position of the Developer with respect to the Agency's request for the Developer's participation in funding the acquisition costs of the Third Block West properties currently owned by James E. Koller, Joan Koller, and Lauro Guarano (collectively, the "Koller Properties"). As you know, the above -referenced DDA provides that the Agency will acquire the Koller Properties without contribution from the Developer as long as the. acquisition cost of these properties does not exceed $2,775,000. It is our further understanding that the Agency has been ofSered the opportunity to a --quire the Koller Properties for the amount of $2,345,000. Although a contribution from the Developer is not contemplated by or required by the DDA under these circumstances, you have now requested that the Developer contribute to funding this acquisition cost. in an effort to accommodate your request while mitigating the adverse economic impact to the Developer resulting from thin change in the structure originally contemplated by the DDA,' the Developer will agree to contribute to the cost of acquiring the Koller Properties to the extent and upon the conditions provided below: VI •r r• yr aV IV M�av vim• �• Iv Arthur De La Loza June 28, 1991 Page Two (1) The Developer will increase its purchase price for the Third Block West property by one-half of the excess of the proposed acquisition price over the original appraisal price for the Koller Properties. That is, the Developer will agree to an increase in its purchase price of $247,500 (one-half of the excess of $2,345,000 over $1,850,000). (2) This proposed additional contribution of $247,500 is conditioned upon the Agency's agreement that the Developer will not be required to fund any of the acquisition costs of the Koller Properties prior to the close of escrow between the Agency and the Developer pursuant to the DDA. This modification would zaean that the Developer will not be required to post the acquisition security originally contemplated by the DDA (and Section 201(4) Of the. DDA would be so modified) and that no portion of the land acquisition costs incurred pursuant to the DDA will be funded by the Developer until the close of escrow conveying the Third Block West property from the Agency to the Developer. We hope that this offer of additional assistance from the Developer will enable the Agency to resolve the remaining items with respect to site assembly, and we look forward to working with you in implementing the DDA. Sincerely, BROWN, WINFIELD 6 CANZONERI Thomas F. Winfield III Tx'Wf cdd (0682C429.032] J. Via "UNnNGTON S AC11 �Wi CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION To Stephen Kohler From Arthur DeLaLoza Redevelopment Deputy City Attorney Subject Koller v. Redevelopment Date April 9, 1991 Men= Attached is a copy of the above petition/complaint. Please prepare the administrative record in concert with the City Clerk and with specific directions from Thomas Winfield, attorney for the developer. - Your cooperation is appreciated. ARTMJR DELALOZA Deputy City Attorney cc: Thomas Winfield, Esq. Connie Brockway, City Clerk Gail Hutton, City Attorney . SUMMONS �W) (CITACION JUDICIAL) ar,.d,RESPONDENT NOTICE TO DEFENDANT: (Avlso a Acusa o) REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public agency, CITY OF HUNTINGTON BEACH, a municipal corporation, and DOES 1 through 20 inclusive, Respondents and Defendants/ NE14COMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership and DOES 21 through 40 inclusive, Real Parties in Interest. YOU ARE BEING SUED BY PLAINTIFFS and PETITIONERS: (A Ud. le esta demandando) JAMES E. KOLLER, JOAN KOLLER, LAURO GUARANO. :Eb gj-OG You have 30 CALENDAR DAYS after this sum- mons is served on you to file a typewritten re- sponse at this court. A letter or phone call will not protect you; your typewritten response must be in proper legal form if you want the court to hear your case. If you do not file your response on time, you may lose the case. and your wages, money and pro- perty may be taken without further warning from the court. There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may call an attorney refer- ral service or a legal aid office {listed in the phone book). 0Frfee6y*f0t girFtWK MEMORANDtjf►'f OFF SEWWE SERVED ON: n ss ssli+cn DATE: Despues de que le entmguen esta citation judicial usted tiene un plaro de 30 DIAS CALENDARIOS para presenter Una respuesta escrila a m iquina en esta corfe Una ,aria o erne 11amada telerdnica no le ofrecerd proteccift su respuesta escrita a maquina tiene que cumplir con las formalidades legiles apropiadas si usted quierle que la corfe escuche su casa Si usted ro presents su respuesta a tiempo, puede perder el casa y le pueden quitar su salaria su dinero y otras costs de su propiedad sin aviso adicional por parte de la corfe. Evisten otros requishos ),gales. Puede que usted quiera 11amar a un abogado inmediatamente. Si no ConoCe a un abogada, puede 11arnar a fin servicio de referencia de abogados o a una oficina de ayuda legal (vea el diredorio telerenico). Isae •WMde i. ,.rwwerp eel ,.DWI The tame and address of the court is: ,El nomore v direCcidn de la come es) SUPERIOR COURT OFt,STATE OF CALIFORNIA COUNTY OF ORANGE 700 CIVIC CENTER DRIVE WEST SANTA ANA, CA 92701 The name, address. and telephone number of plaintiff's attorney, or Dlaintifi without an attorney, is- rEl no-nbm. la direccidn y ei numero de relerono del abogado del der-andanre, o del demandanre que no rfene abogado yes) 7 - BARRY A. ROSS e w ��i`" 4010 BARRANCA PARKWAY, SUITE 140 IRVINiE, CA 92714 ;R� (714) 857-3575 _ STATE BAR NO. 58166 �•� DATE: APR -; 1941 GARY L. GRANViLLE --- Cie-k, by _ - C THFRINF BAI SINGER Deputy i Fecha! Gktuanol welegadW NOTICE TO THE PERSON SERVED: Vou are served 1. 0 as an individual defendant. 2- Q as the person sued under the fictitious name of )specify): 3. on behalf of (specify!: /"`, under. C CCP 416.10 (co at nl CCP 416.60 (minor) C CCP 416.20 tdefunct corporation) CCP 416.70 tconservateel = CCP 416.40 (association or partnership) CCP 416.90 (individual) I other. 4. Q by personal delivery on !date): Awm Adooted by PAN 982 du&oal COUFC4 of Carforewl 982wcgi,R. jokuary T. 19841 (See reverse for Proof of Service) 765aIae [Rev. 1.841 t•SA SUMMONS Rc025 CCP 412.20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 171 18 19 20 21 22 23 24 25 '26 27 28 BARRY A. ROSS Attorney at Law 4010 Barranca Parkway Suite 140 Irvine., California 92714 (714) 857-3575 State Bar No. 58166 Attorney for Petitioners and Plaintiffs F I L Lc APR - 4 1991 GARYL. ('KA11+,LLr. L'GJr,7+ Clerk 8y DEPM SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE JAMES E. KOLLER, JOAN KOLLER, LAURO GUARANO, Petitioners and Plaintiffs, v. REDEVELOPMENT AGENCY OF THE ) CITY OF HUNTINGTON BEACH, a ) public agency, CITY OF ) HUNTINGTON BEACH, a municipal ) corporation, and DOES 1 through) 20 inclusive, ) Respondents and Defendant,._) NEWCOMB/TILLOTSON DEVELOPMENT ) COMPANY, a California general ) partnership and DOES 21'through) 40 inclusive, ) ----Real Parties in -Inter. gst . CASE N065 417 4 PETITION FOR WRIT OF ADMINISTRATIVE MANDATE (C.C.P. § 1094.5); PETITION FOR WRIT OF MANDATE (C.C.P. § 1085); AND COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF PETITIONERS AND PLAINTIFFS ALLEGE AS FOLLOWS: 1. Petitioners and plaintiffs James E. Koller and Joan Koller, husband and wife, reside in Orange County and own the property at 314 Fifth Street, Huntington Beach, California and 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22' 23; 24 25� ,26 27 28 one-half of the property at 302 Fifth Street and 303 Main Street in Huntington Beach, California. Petitioner and plaintiff Lauro Guarano resides in Orange County and owns one half of the property at 302 Fifth Street and 303 Main Street, in Huntington Beach, California. Petitioners and plaintiffs are collectively referred to hereinafter as "petitioners." 2. Respondent and defendant the Redevelopment Agency of the City of Huntington Beach ("Agency") is, and at all times herein mentioned was, a public body, corporate and politic, organized and existing under the Community Redevelopment Law of California Health and Safety Code, Sections 33000, et seq. 3. Respondent and defendant City of Huntington Beach ("City") is, and at all times herein mentioned was, a city organized and existing under Article XI of the California Constitution. Respondents and defendants Agency and City are collectively referred to hereinafter as "respondents." 4. The real party in interest, Newcomb/Tillotson Development Company, is a California general partnership, whose general partners are K/W Realty Group Limited Partnership, a Delaware limited partnership and N/T Development Company, a California general partnership. The real party in interest is the proposed developer of the project described in paragraph 7 herein. 5. The true names and capacities, whether individual, associate, corporate or otherwise of respondents Does 1 through 20, inclusive, are presently unknown to petitioners who therefore sue said respondents by such fictitious names. Petitioners will seek leave of this court to amend this 2 2 3I 4 5 6 7 8 9 10 11 12' 13 14 15 16I 17 18 19 20 21 22 23 24 25 '26 27 28 petition -and complaint to show and allege the true names and capacities of these respondents when same have been ascertained. Respondents named herein as Does 1 through 20, inclusive, have acted in the capacity as officials, agents, employees and/or representatives of each other respondent in connection with the acts and conduct as hereinafter set forth. 6. Does 21 through 40, inclusive, named herein as real parties in interest, are in some way, material herein, connected with the project described in paragraph 7 herein. Their true names and capacities are presently unknown to petitioners who therefore designate said parties by such fictitious names. Petitioners will seek leave of court to amend this petition and complaint to show and allege the true names and capacities of these real parties in interest when same have been ascertained. 7. The project which is the subject of this action is located within the Downtown Redevelopment Project of the City of Huntington Beach. The project consists of approximately 84,000 square feet bounded by Orange Avenue, Main Street, Olive Avenue and Fifth Street and it is commonly known as the Third Block West Project ("subject property"). Petitioners own approximately 28% of the subject property. A site map of the subject property reflecting the location of the petitioners' property is shown on a site map attached hereto as Exhibit "A" and incorporated by reference. 8. On March 4, 1991, at a public hearing, respondents approved the Disposition and Development Agreement, Conditional Use Permit #90-39, Conditional. Development Permit #90-30, 3 1 Tentative Tract Map #14352, Negative Declaration #90-41 and 2 General Plan Conformance 190-9 in favor of real party in 3 interest. Such approvals were made despite the following oral. 4 and written objections by petitioners: 5 (a) The project fails to comply with Resolution 48 6 adopted September 7, 1982 because the disposition and 7 development agreement was not approved by 66% of the owners, 8 by number of owners and by land area. Petitioners constitute 9 more than 34% of the number of owners of the subject property. i0 (b) Petitioners have not been provided with reasonable 11 preference as is required under Health and Safety Code Sections 12 33339 and 33339.5 and respondents' implementing guidelines. 13 (c) Negative declaration #90-41 is based on the adequacy 14 of the 1982 environmental impact report. This report is 15 inadequate because it does not identify this project and it 16 fails to mention the environmental impact of this project on 17 traffic. This report requires that traffic studies be 18 performed for projects such as the present one. No traffic 19 study was performed. The Huntington Beach Environmental Board 20 found this report to be inadequate and outdated. in addition 21 to traffic, the environmental consequences of this project on 22 noise, air quality, public services, earthquake hazards and 23 water supply have not been adequately addressed. 24 (d) The project violates section 4.7.01 of the 1982 25 Downtown Specific Plan, which requires that the residential. `26 uses not exceed 50% of the development. The project exceeds 27 the maximum by 150% or 40,200 square feet. 28 (e) The project does not comply with respondents' 4 requests for proposals. The project differs so significantly 2 from the initial proposal by the real party in interest as to 3 make the developer selection process unfair, discriminatory and 4 in violation of due process. 5 5 F-TESL-ChU.9E OE ACTION 7 (Administrative Writ of Mandate C.C.P. § 1094.5) 8 9. Petitioners incorporate paragraphs 1 through 8 as 9 though set forth herein at length. 10 10. Petitioners hereby petition this Court under Code of 11 Civil Procedure Section 1094.5 to issue its writ of mandate, 12 directed to respondents, mandating that respondents set aside 13 their decisions of March 4, 1991 relating to the subject 14 property for the reasons set forth in paragraph 8 herein and 15 direct respondents to comply with Resolution 48, Health and 16 Safety Code Sections 33339 and 33339.5 and the implementing 17 guidelines, prepare and certify an Environmental Impact Report 18 or other appropriate environmental review in accordance with 19 Public Resources Code Sections 21000, et al and particularly 20 Section 210020-1 thereof, comply with Section 4.7.01 of the 21 Downtown Specific Plan and commence a new developer selection 22 process. 23 11. Respondents have not proceeded in the manner required 24 by law. 25 12. The actions of respondents as alleged herein 26 constitute an abuse of discretion in that respondents failed 27 to proceed in a manner required by law, their determinations 28 are not supported by findings or by the evidence before them 5 1 and their findings, if any, are not supported by the evidence 2 before them. 3 13. The above alleged actions of respondents were 4 arbitrary and capricious and petitioners are therefore entitled 5 to their reasonable attorneys' fees as determined by the Court. 6 14. This action, if successful, will be of substantial 7 benefit to the residents and citizens of Huntington Beach by a securing compliance by respondents with public laws not now 9 being obeyed by them. This substantial benefit will have been 10 conferred at petitioners' sole cost and expense unless they 11 are compensated for their costs, including reasonable 12attorneys' fees, in maintaining this action. Petitioners are 13 therefore entitled to their reasonable attorneys' fees as 14 determined by the Court. 15 15. Petitioners have exhausted their administrative 16 remedies and have no appeal nor any plain, speedy or adequate 17 remedy at law, other than relief sought in this petition. 18 19 ZE!QQND�O'AUSE4F_ ACTION, 20 (Writ of Mandate C.C.P. 5 1085) 21 16. Petitioners incorporate paragraphs 1 through 15 as 22 through set forth herein at length. 23 17. Resolution 48, Health and Safety Code Sections 33339 24 and 33339.5 and the implementing guidelines, Public Resources 25 Code Seetiens 21000, et al and particularly Section 21002.1 '26 thereof, Section 4.7.01 of the Downtown Specific Plan and the 27 laws and regulations relating to developer selection place 28 certain mandatory duties upon respondents relating to this 6 = project. Respondents have failed to comply with Resolution 48, 2 Health and Safety Code Sections 33339 and 33339.5 and the 3 implementing guidelines, Public Resources Code Sections 21000, 4 et al and particularly Section 21002.1 thereof, Section 4.7.01 5 of the Downtown Specific Plan and the laws and regulations 6 relating to developer selection. 7 18. The above alleged actions of respondents were 8 arbitrary and capricious and petitioners are therefore entitled g to their reasonable attorneys' fees as determined by the Court. 10 19. This action, if successful, will be of substantial, 11 benefit to the residents and citizens of Huntington Beach by 12 securing compliance by respondents with public laws not now 13 being obeyed by respondents. This substantial benefit will 14have been conferred at petitioners' sole cost and expense 15 unless they are compensated for their costs, including 16 reasonable attorneys' fees, in maintaining this action. 17 Petitioners are therefore entitled to their reasonable 18 attorneys' fees as determined by the Court. 1g 20. Petitioners have exhausted their administrative 20 remedies and have no plain, speedy or adequate remedy in the 21 ordinary course of law, owing to their inability to show money ?2 damages from respondents' failure to comply with their duties, 23 their inability to repair with money damages the continuing 24 harm from respondents' failure to comply, their inability to '25 compute adequately the damages caused by respondents' failure '26 to perform their duties and the fact of respondents' violation 27 of said duties, all of which causes irreparable injury to 28 petitioners. 7 2 THIRD CAUSE OF ACTION 3 (Declaratory Relief) 4 21. Petitioners incorporate paragraphs 1 through 20 as g though set forth herein at length. 6 22. An actual controversy has arisen and now exists 7 between petitioners and respondents concerning their respective 8 rights and duties. Petitioners contend that respondents should 9 have complied with Resolution 48, provided petitioners with 10 reasonable preference as is required by Health and Safety Code 11 Sections 33339 and 33339.5 and implementing guidelines, 12 prepared and certified an adequate environmental impact report 13 or other environmental review relating to traffic and other 14 matters for this project as required by Public Resources Code 1s Sections 21000, et al and particularly Section 21002.1 thereof, 16 complied with Section 4.7.01 of the Downtown Specific plan and 17 the laws and regulations relating to developer selection. 18 Respondents dispute these contentions and contend that they 19 have complied with all applicable laws, procedures and 20 guidelines. ' A judicial declaration is necessary and 21 appropriate at this time under the circumstances in order that 22 petitioners and respondents may ascertain their respective 23 rights and duties, 24 25 F'O CAUSE OF ACTION '26 (Injunctive Relief) 27 23. Petitioners incorporate paragraphs 1 through 22 as 28 through set forth herein at length. 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17i 18' 19 201 21 22 23 24 25 '26 27 28 24. Respondents, and each of then, do now and will continue to perform, unless restrained, any and all of the activities heretofore described, including but not limited to the actual development of the subject property with the Third Block West Project by the real party in interest. Said development may include the acquisition of petitionersO property by respondent Agency through eminent domain. 25. Petitioners have no plain, speedy or adequate remedy in the ordinary course of law owing to their inability to show money damages for respondents' failure to comply with the heretofore mentioned laws resolutions and regulations and the inability to compensate with money damages for the continuing harm which petitioners will continue to suffer as a result of respondents* wrongful acts. Unless the Court exercises its equitable and mandatory powers to require respondents to desist in this violation of the heretofore mentioned laws, resolutions and regulations, petitioners will continue to suffer irreparable injury. WHEREFORE, petitioners pray as follows: 1. The Court issue its writ of mandate commanding respondents to comply with Resolution 48, comply with Health and Safety Code Sections 33339 and 33339.5 and the implementing guidelines, prepare and certify an environmental impact report or other appropriate environmental review for this project in accordance with Public Resources Code Sections 21000, et al and particularly Section 21002.1 thereof, comply with Section 4.7.01 of the Downtown Specific Plan and commence a new 91 k4.J developer selection process. 2 EQr thg Second Cause off' Action 3 2. The Court issue its writ of mandate commanding 4 respondents to comply with Resolution 48, Health and Safety 5 Code Sections 33339 and 33339.5 and the implementing g guidelines, Public Resources Code Sections 21000, et al and 7 particularly Section 21002.1 thereof, Section 4.7.01 of the 8 Downtown Specific Plan and the laws and regulations relating 9 to developer selection. 10 11 3. A declaration that respondents have failed to act in 12 accordance with Resolution 48, Health and Safety Code Sections 13 33339 and 33339.5 and the implementing guidelines, Public 14 Resources Code Sections 21000, et al and particularly Section 15 21002.1 thereof, Section 4.7.01 of the Downtown Specific Plan 16 and the laws and regulations relating to developer selection. 17 For the Eourgh Cauge 18 4. The Court issue a preliminary and permanent 19 injunction enjoining respondents, the real party in interest, 20 their agents, servants, employees, representatives, associates, 21 members, and all others acting in concert with them front 22 performing or enforcing any and all the activities in 23 connection with the Third Block West Project and the 24 development of the subject property. 25 Other Relief '26 5. For cost of suit herein; 27 6. For reasonable litigation expenses, including 28 attorneys' fees, in an amount to be determined by the Court; 10 . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7. For such further and additional relief as the Court may deem just and proper. DATED: April 3, 1991 •L J BARRt A. ROSS Attorney for Petitioners and Plaintiffs 11 SITE 1-� PROPE(ZTv LL Aq � �c., � I • {4 • ,'� I %� sirl! moo• rt•�! ' i. P19 1. 20 : t7 1 rs v � ! i • ct.:.vE Aqr., v ,- 1 J I ?� is 1 1 ! 18i ,!^ ! IT • r4 �•z �3 it s 1' •► e��C� t d' W 8t.0 vT hV fif.r V E 07-09-90 0488u/2"0/43 1 h fC• :.+w S.%i r I+- ya r -" 04 . ! N NOTE — ASSESSORS. et-OCx• a �ftw VERIFICATION I have read the foregoing: PETITION FOR WRIT OF ADMINISTRATIVE MANDATE (C.C.P. § 1094.5); PETITION FOR WRIT OF MANDATE (C.C.P. § 1085); AND COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF• and know its contents. CHECK APPROPRIATE PARAGRAPH X I am a party to this action. The matters stated in the foregoing document are true of my own knowledge except as to those matters which are stated on information and belief, and as to those matters I believe them to be true. I am — an officer _ a partner a of a party to this action, and am authorized to make this verification for and on its behalf, and I make this verification for that reason. — I am informed and believe and on that ground allege that the matters stated in the foregoing document are true. The matters stated in the foregoing document are true to my own knowledge except as to those matters which are stated on information and belief, and as to those matters I believe them to be true. I am one of the attorneys for a party to this action. Such party is absent from the county of aforesaid where such attorneys have their offices, and I make this verification for and on behalf of that party for that reason. I am informed and believe and on that ground allege that the matters stated in the foregoing document are true. Executed on April 3 _ __, 1991 , at Irvine, California. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. JAMES E. KOLLES 'Q <2, x�A' Type or Print Name Signature PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF ORANGE I am employed in the County of ORANGE, State of California. I an over the age of I8 and not a party to the within action; my business address is 4010 Barranca parkway, Suite 140, Irvine, California 92714. On April 4•_1991 , I served the foregoing document described as: PETITION FOR WRIT OF ADMINISTRATIVE MANDATE (C.C.P. § 1094.5); •PETITION FOR WRIT OF ]MANDATE (C.C.P. § 1085); AND COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF on all interested parties in this action by placing a true copy thereof enclosed in a sealed envelope addressed as follows: Attorney General 1515 "K" Street, #511 P.O. Box 944255 Sacramento, CA 94244-2550 (BY MAIL) I am "readily familiar" with the firm"s practice of collection and processing of correspondence for railing. Under that practice it would be deposited with the U.S. Postal Service on the same day with postage thereon fully prepaid at Irvine, California in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after the date of deposit for mailing in affidavit. Executed on __ April 4. 1921, at Irvine, California. STATE: I declare under penalty of perjury under the laws of the State of California that the above is true and correct. f LUCIE ROBERTSON 7 . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 '21 22 .23 24 25 26 27 28 BARRY A. ROSS Attorney at Law 4010 Barranca Parkway Suite 140 Irvine, California 92714 (714)-857-3575 State Bar No. 58166 Attorney for Petitioners and Plaintiffs FILED APR - 4 1gg7 GMYZ.G BY DEF-UTY SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE JAMES E. KOLLER, JOAN KOLLER, } LAURO GUARANO, ) ) Petitioners and Plaintiffs, } ) V. } REDEVELOPMENT AGENCY OF THE ) CITY OF HUNTINGTON BEACH, a ) public agency, CITY OF ) HUNTINGTON BEACH, a municipal ) corporation, and DOES 1 through) 20 inclusive, ) ) Resuondent-5 nd Defei353gnts,) ) NEWCOMB/TILLOTSON DEVELOPMENT ) COMPANY, a California general ) partnership and DOES 21 through) 40 inclusive, ) Real Parties in Interest. ) CASE Nd654174 PETITIONERSr REQUEST TO RESPONDENTS TO PREPARE A RECORD OF PROCEEDINGS [Public Resources Code Section 21167.6] Petitioners hereby request that respondents prepare the record of proceedings relating to the subject of this action. This action concerns the adequacy of the environmental review for the Third Block West Project which is bounded generally by Orange Avenue, Main Street, Olive Avenue and Fifth Street in the City of Huntington Beach, County of Orange, State of 1 i 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 221 23 24 251' • 26 27 28 California. This request is pursuant to Public Resources Code Section 21167.6. DATED: April 3, 1991 & •t R P,� - • HARR A.ROSS Attorney for Petitioners and Plaintiffs E `7.f3 ^ Em Q'V p✓. RFQUEST FGv4 REDEVELOPMENT �wGENCY ACTION RH 91-49 July 1, 1991 Date AFP -OVED BY CITY COUNCIL Submitted to: Honorable Chairman and Redevelopment Agency Members .. 14 '� Submitted by: Michael T. Uberuaga, Executive Director W ifl ' a� Prepared by: Barbara A. Kaiser, Deputy City Admin trator/Economic D TY c >=R>r Subject.• Acquisition of Property and Settlement of Lawsuit/Third Block west Main —Pier Redevelopment Project Area Consistent with Council Policy? Yes t ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: } TATEMENT OF ISSUE: Pursuant to direction provided to the staff negotiators and legal counsel by the Agency in closed session on May 28, 1991, staff is now in receipt of an offer from property owners, Mr. and Mrs. James E. Koller, and Dr. Lauro Guarano, for acquisition of property and the settlement of the Koller vs the Redevelopment Agency lawsuit. FIECOMMENDATION: Authorize staff to accept en offer from Barry Ross, Esq. (counsel to the property owners) as follows: 1) The acquisition of property at 302 Fifth Street and 303 Main Street for a sale price of $1,845,000; 2) The acquisition of property at 314 Fifth Street at a sales price of $500,000; 3) Which amounts are also to be considered as settlement of the lawsuit James E. KolIer, Joan Koller, Lauro Guarano vs the Redevelopment Agency of the City of Huntington Beach, et at (Case No. 654174); 4) According to the terms and conditions stipulated in correspondence from Barry A. Ross to Sarah Lazarus, Deputy City Attorney, dated June 17, 1991, and as modified only by the letter of Barry A. Ross dated June 21, 1991. 5) And, authorize the Executive Director, City Attorney, and all other staff as necessary to prepare all documents to conclude the transaction. a-.Ld- D.iring the closed session on Tuesday, May 28, 1991, the Redevelopment Agency provided staff with direction to pursue negotiations for the acquisition of subject parcels within P10/1/65 %►/ the Third Block West project site (bounded by Main Street, & Fifth Street, Olive & Orange Avenues). Negotiations have resulted in letters from the attorney representing the minority property owners within this project site (Mr. and Mrs. James E. Koller and Dr. Lauro Guarano), submitting the attached offer (see letters of June 17, & 21, 1991). The basic terms of the offer are: 1) The property jointly owned by the Kollers and Dr. Guarano at 302 Fifth Street and 303 Main Street will be purchased at a sales price of $1,845,000. 2) The property owned by the Koller's individually, at 314 Fifth Street will be purchased at a sales price of $500,000. 3) The Redevelopment Agency will have a period of 90 days to investigate the status of toxic substances on the properties to be acquired (including both subsurface and asbestos within buildings). At the end of this period, the Agency MAY cancel escrow if the cost of toxic remediation exceeds $25,000, or the Redevelopment Agency will Inform the property owners of its intent to close on the property in another 90 days (180-day total escrow). 4) The Agency will provide a letter stating that the acquisition is being done under threat of eminent domain. 5) The Redevelopment Agency will pay all escrow and closing costs. 5) Each party warrants that there are no real estate brokers or fees involved in the transaction. 7) The owners agree to permit the Redevelopment Agency early entry to the site for the conduct of toxics investigation and/or remediation. 9) The property owners agree upon the acceptance of this offer to refrain from initiating any activity regarding the litigation now pending between the parties. These sale prices for the subject properties are consistent with the direction provided by the Agency at its closed session of May 28, 1991. It Is also important to note that the price being paid for these parcels represents not only the acquisition of the real property and improvements, but also a negotiated settlement of the pending litigation between the property owners and the Redevelopment Agency. The other terms and conditions proposed in the offer have been investigated by staff and with legal counsel, and are acceptable. 1EIM12TNG SOURCE: According to the terms of the approved Disposition and Development Agreement between the Redevelopment Agency and Newcomb -Tillotson, the developer is required to advance acquisition and relocation expenses to the Redevelopment Agency. E1 V 1) Do not accept this offer. M CCM ENTS: 1) Letters from Barry A. Ross, dated June 17, & 21, 1991. lv[TU/BAK/SVK:ls 9245r �W) 11 a it lr y A. R (D 0 5 ATTORNEY AT LAW 4010 13ARRANGA r.SRKWA surrr. 140 FRVfNr. C.+ RI2:14 (71 d1 ©37•�575 FAX 17141 OS7.359G June 17, 1991 Sarah Lazarus: Deputy City Nttorney City of Huntington beach P.O. Box 2 740 2000 Main Street 1untington Beach, Cot. 92647 VIA FAX AND U . S . MAIL Re: James E. Koller, Joan Koller, Lauro Guaranc v. Redevelopment Agency of the City of Huntington Beach, et al Case No. 654174 Dear Ms. Lazarus: This letter will serve to confirm, our discussions at a meeting of June 11, 1991 in Tom Clark's office, as well as our telephone conversation of Jung: 17, 1991. I represent James E. Koller, Joan Koller and Lauro Guar.ano. My clients are willing to, sell their property to the City of Huntington Beach under the following terms and conditions. 1. As to the property owned jointly by the Y,ollers and Dr. Guarano at 302 Fifth Street and 303 Main Street, the sale price will be $1,3":5,0c0. 2. As to the property owned by the Kollers at 314 Fifth Street, the sale price will be $500,000. 3. The Redevelopment Agency o; the City of Huntington Beach ("Agency") will have 45 days in which to conduct an environmental analysis of the properties. If the cost of the environmental work will exceed $25,000 based on the analysis of an -environmental consultant, the Agency may cancel this agreement and the above -- referenced litigation will resume. If the Agency does nct cancel this agreement within said 45 day period, there will be an additional 45 day period in which to complete an escrow without any contingencies other than the conveyance of clear title in exchange for the sale price. V Koller, et al v. June 17, 1991 Page 2 City of Huntington Beach, et al 4. Upon opening escrow, the Agency will provide my clients with a letter stating that the acquisition is under threat or imminence of condemnation. This letter will comply as much as possible with the requirements of Internal Revenue Code Section 1033, and the most recent revenue rulings of th'e Internal Revenue Service in order that the sale qualifies as an "involuntary conversion" and is thus entitled to tax-free replacement benefits. 5. Each party to this escrow will pay the usual escrow fees and title insurance fees for buyers and sellers of real estate in Orange County, The escrow company and the title insurance company will be selected by nutual consent of the parties. b. Each party agrees that there are no real estate brokers involved in thi.:: transaction. Each party agrees to indemnify the other from ,any liability arising out of a claim, by a real estate broker. 7. The carlios agree to an early entry agreement. The terms of the early onor1 agreement have already been negotiated. S. Upon acceptance of this offer, the parties agree to refrain from initiating any activity in the above -captioned litigation and stipu:ate: to preserve the status quo and continue any court: hearings that may be schedules: until the completion of this transaction or the termination of this agreement. This offer- expires it it is not accepted in writing by written notice from the Executive Director of the Agency and delivered to me before 5:00 p.m. on June 28, 1991. If you have any questions, please call me. Very truly yours, c:J,� r ";' ``. I ors f BARRY A. ROSS FEAR; I r cc: Thomas Winfield Thomas Clark C1ionts This offer is accepted. EXECUTIVE DIRECTOR OF REDEVELOPMENT AGENCY GATED OF THE CITY OF HUNTINGTON BEACH vv - 17134 FiI1 June 21, 1991 iiAp%."A. ROSS 0 Bcariry A. Rove ATTORNEY AY LAW 4010 1[URRANC1,A M&TWwAX kt ITU 140 r> VIN'R. CA 02124 t71.0 457-3776 FAX (7141 n1.+7.11jeo Sarah Lazarus Doputy City Attorney City of Huntington Roach P.O. Box 2740 2000 Hain 5traet Huntington Beach, CA 926a7 972541 . E2 7 VIA Tax MM V. s . KAXL Re: lames E. Koller, Joan Koller, Lauro Cuarano v. Redevelopment Agency of the City of Huntington Beach, et al case No. 654174 02or Ks. Lszarus; This letter will nerve to confirm my tn1aphone c5onvcreation with TOM clerk on June 21, 1991 and to rodi£y the terwu of the offer contained in my letter to you dated June 17, 1991. The previous offer Jr, m-aditi.ed in the following respoata only. 1, paragraph 3 is nodifiod co that Lhe two 45 day Limo periods are changed to 90 day tuna poricds. 2. Paragraph 5 is codified uo that the Agency will pay all rorta for escrow fare, title ineuralic• Ceea ana any incidental or rOlated fees in connection with the escrow and title insurance. The escrow company and the titlo insurance compnny Will he noleoted by the Agency. Vory truly yours, &'P A, Ao� BAMY A. ROSS DWIr cc: Thoras Winfield Thonai a Clark c Berta 0 1 114 867 3600 as-21-91 05:46P1c P002 lilt rA1 - i-x'lBi 17+M FZ3M 1*40,t'Y A. Fss m 97254100 P.03 Koller V. City of Huntington Baaoh, at al June 21, 1991 Page 2 ThAee nodificwtiona wre a0aaptad. EXECUTIVE DIRECTOR OF REMBLOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATED 1 714 A57 35AO OR-21-01 TTjjSfw03p003 01, 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 -26 27 28 BARRY A. ROSS Attorney at Law 4010 Barranca Parkway Suite 140 Irvine, California 92714 (714)'857-3575 State Bar No. 58166 Attorney for Petitioners and Plaintiffs FIL�t� APR - 4 1991 GARYE. (;r611WIcLc. (;aL,,;y C,erk DErm SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE JAMES E. KOLLER, JOAN KOLLER, ) LAURO GUAR.s.NO, ) Petitioners and Plaintiffs, ) V. } REDEVELOPMENT AGENCY OF THE ) CITY OF HUNTINGTON BEACH, a ) public agency, CITY OF ) HUNTINGTON BEACH, a municipal ) corporation, and DOES 1 through) 20 inclusive, ) Respondents and -pefgndant* . NEWCOMB/TILLOTSON DEVELOPMENT ) COMPANY, a California general ) partnership and DOES 21 through) 40 inclusive, ) ) Real Parties in Interest. ) CASE xo6 5 417 4 NOTICE OF COMMENCEMENT OF ACTION (Public Resources Code Section 21167.5) TO ALL PARTIES TO THIS ACTION AND THEIR RESPECTIVE f ATTORNEYS OF RECORD: Pursuant to Public Resources Code Section 21167.5, petitioners and plaintiffs hereby provide notice that the above action was filed on April 4, 1991 pursuant to Public Resources Code Section 21167. This action concerns the 1 9 1 2 3 4 5 6 7 8 9 10 1] 12 13 14 is 16 17 18 19 20 21 22 23 24 25 • 26 27 28 l.r l,J adequacy of the environmental review for the Third Block west Project which is bounded generally by Orange Avenue, Main Street, Olive Avenue and Fifth Street in the City of Huntington Beach, County of Orange, State of California, DATED: April 3, 1991 &t-4 i 44--';J BARB A. ROSS Attorney for Petitioners and Plaintiffs E REQ"EST FOR CITY COl"ICIL/ . REDEVLOPMENT AGENCY X6TION ED91-01 Dote March 4, 1991 Sibmitted to: Honorable Mayor/Chairman & City Council/Redevelopment Agency Sibmitted by: Michael T. •Uberuaga, City Administrator/Chief Executive Office Barbara A. Kziser, Deputy City Admiristrator/Economic Developmerfi Director Prepared by: APPROVAL OF DISPOSITION AND DEVELOPMENT AGREEMENT; THIRD Sub)ect: BLOCK WEST; MAIN -PIER REDEVELOPMENT PROJECT AREA ` `'4 � to d- 67 Consistent with Council Policy? � Yes t } New Policy or Exception ? � .4� _ / J 6qt 11Z, Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions,Attachments: Pursuant to the Exclusive Negotiation Agreement between the Redevelopment Agency and Newcomb -Tillotson Development Company, a Disposition and Development Agreement (DDA) for the Third Block West has been completed and signed by the developer. On November 19, 1990, City Council/Agency continued this item for 60 days at which time 1%iarch 4, 1991 was set as the hearing date. PARWOM�, •* 1) Conduct the public hearing. 2) Approve Negative Declaration Number 90-41. 3) Approve and authorize the Clerk to execute the attached resolutions approving the attached Disposition and Development Agreement between the Redevelopment Agency of the City of • Huntington Beach and Newcomb -Tillotson Development Company. 4) Approve and authorize the allocation of $4.620,000 to the project as project related costs received as developer land payment, $250,000 for hazardous substance remediation, and funds sufficient to complete site acquisition ($250,000 reserved) and $2,500,000 for the purchase of 200 public parking spaces if these are included in the approved project design. 5) Allocate not to exceed $4 million in proceeds from the Southern California Home Financing Authority Revenue Bond Issue 1990 Series B to the project and encumber $850,000 in Redevelopment Agency Housing Set -aside funds for use in the project. Approve 2, 3, 4, &. 5 above eliminating the $2,500,000 for 200 public parking spaces and substituting $270,000 for IS parking spaces to satisfy a condition of approval for Town Square and authorizing the appropriate City/Agency officials to amend the DDA accordingly and authorizing its execution. eso 41" - RCA/RAA ED 91-01 March 4, 1991 Page two ANALYSIS: On March 19, 1990, the Agency approved an Exclusive Negotiation Agreement with Newcomb -Tillotson Development Company. This firm was selected through a Request for Proposal process commenced in October 1989 and completed with the firm's selection from the four responses received. A form of the Disposition and Development Agreement (DDA) was signed prior to the expiration of the original exclusive and delivered to Agency staff on September 14, 1990. Subsequent revisions were made, and the Exclusive Agreement was extended for six months on November 19, 1990. On October 15, 1990 the Council/Agency established a hearing date on the Disoposition and Development Agreement of November 5, 1990, and subsequently continued the item to November 19 and then for a 60 day period. The basic parameters of the Agreement are: o The Agency arxees to sell the site for $4,620,000. According to the Keyser Marston analysis, the reuse value of the site is $3,710,000. The Agency/City originally purchased its portion of the site for $1,824,770. o The Agency agrees to pay for the following at a cost not to exceed $4,620,000: - acquisition of the Third Party Parcels; (Mr. & Mrs. Koller & Koller/Guarano) -- relocation benefits; all existing uses e.g. Huntington Beach News, First Interstate Bank (except Huntington Beach National Bank) -fixtures and equipment acquisitions; - demolition of existing structures; - some on and off -site improvements; e.g. curbs, gutters, sidewalks, storm drains, etc. all of which are identified in the Scope of Development. o The Developer agrees to advance funds to the Agency in an amount up to the total purchase price of the site ($4,620,000) for these activities. o The Agency agrees to pay for remediation of hazardous materials at a cost not to exceed $250,000. If the cost exceeds this amount the developer may advance additional funds to be repaid from tax increment. o The Agency agrees to pay for site acquisition costs in excess of 150 percent of appraised value ($250,000 reserved). If the costs exceed this amount, the developer may advance a matching amount and be repaid from tax increment. o The Agency agrees to purchase 200 public parking spaces upon completion for the fixed price of $2,500,000, if these spaces are included in the final design of the project approved by the Agency. If the Agency chooses to remove the spaces from the project, the $2,500,000 expenditure will be reduced to $270,000 to purchase 19 parking spaces necessary to meet a condition of approval for Town Square. If this action is taken, City Council/Agency should adopt the "Alternative Recommendation" above. The developer has agreed to advance these funds to the Agency, if necessary, and be repaid from tax increment generated by the project. The business points of the Agreement are more fully described in the attached Summary Report, prepared pursuant to Section 33433 of the California Health and Safety Code. �.d RCA/RAA ED 91-01 March 4, 1991 Page three The project will consist of: o 8,000 square feet of retail; o 9,500 square feet of office; (or less depending on size of market) 0 10,000 square feet minimum of grocery market; and o 68 residential units (10 restricted and 23 assisted). Land use entitlements for the project and a Negative Declaration pursuant to the California Environmental Quality Act (CEQA) were approved by the Planning Commission on November 6. 1990. The benefits of the project include: o The Agency is receiving fair market value for the parcel (see Keyser -Marston reuse analysis attached). o The Agency will collect the tax increment generated by the project for the duration of the Redevelopment Plan (approximately $182,000 per year) and the city will collect sales tax .revenues (approximately $26,000 per year) in perpetuity (See revenue projections attached). o Ten of the residential units will be affordable to moderate income buyers and will remain so for the balance of the life of the Redevelopment Plan. Up to as many as twenty-three more units may be assisted by the Agency for first-time home buyers (see Housing Program Description attached). o The contribution it will make to the overall completion of the Main -Pier Redevelopment Plan including provision of visitor -serving commercial (including the grocery market that was a condition of the Request for Proposal), office and residential uses necessary to stimulate around the clock activities. This project is consistent with the proposed revisions to the Downtown Specific Plan. The DDA and Summary Report were first posted with the Agency Clerk on September 28, 1990. Advertisements for the joint public hearing on the DDA were published to the requirements of the Health and Safety Code. The DDA and the approving resolutions have been approved by the Agency Attorney. An addendum to the Summary Report by Keyser Marston has also been prepared and is attached assessing the financial impact of the elimination of the public parking. E Site Acquisition and Preparation: Developer Land Advance of $4,620,000. Public Parking Spaces: (if included): $2,500,000 Remediation and Site Acquisition (in excess of I50% of value): Agency $500,000. RCA/RAA ED 91-01 March 4, 1991 Page four The Main -Pier Redevelopment Project Area has no available funds after meeting current FY 1990-91 obligations. The City has issued Certificates of Participation (C.O.P.)'s for the Main --Pier area to construct the parking structure north of the Pier and approximately $8.7 million of these proceeds are remaining. It is proposed that funds of $3 million be allocated to the Third Block West development to meet Agency responsibilities for this project if the public parking is included. However, with this eliminated the Agency's financial requirements are reduced. However, if this full allocation is made and other obligations met, a C.O.P. balance of approximately $5.7 million will remain for the next fiscal year 1991-1992. The following projects require funding which, without new revenue sources, cannot be completely covered. Pier $ 2,000,000 Pierside Restaurants $ 6,000,000 Pier Plaza (design & construction) $ 3,350,000 North of Pier Parking $ 11,500,000 U.S. Post Office Rehabilitation $ 170,000 Celebration Plaza $ 625,000 Art Center Renovation $ 350,000 Main Promenade Parking Offsites $ 500,000 Main -Pier Phase 11 Unknown Additional project site acquisition Unknown Block 101 Unknown �!-TEFNATBE ACTIQNS 1. Refer the DDA back to staff with instructions for revision. 2. Do not approve the DDA. ATTACHMENTS: 1. City Council/Agency Resolutions 2. Negative Declaration 90-41 3. Summary (33433) Report 4. Reuse Analysis 5. Revenue Projections 6. Housing Program Description 7. Disposition and Development Agreement MTU/SVK:jar 8302r Page 3 - Council/Agency Agenda - 3/4/91 (3) D-1. (City Council/Redevelopment-Agency)-PUBLIC HEARING_ DISPOSITION AND DEVELOPMENT -AGREEMENT_- DRAE1 NEQATIVE 600.30 DEgL RATION 9 -4 - NEWCOMB-`1.ILLQTSOH D.` LOPMENT ,GREENN_ T]]IRD BLOC WEST - MAIN PIER REDEVELOPMENT PR02ECT AREA Joint public hearing to consider approval of Draft Negative Declaration and Disposition and Development Agreement between the Redevelopment Agency and Newcomb -Tillotson Development Company for the project commonly known as "Third Block West" bounded by Main Street, Olive Avenue, 5th Street and Orange Avenue within the Main -Pier Redevelopment Project Area. RECOMMENDED A TI N; (1& Conduct public hearing (2) \Approve Negative Declaration No. 90-41/. (3) Aa t and authorize execution of th following res utions approving the Disposit' n and Development Agree ent between the Redevelopme Agency of the City o Huntington Beach and New omb-Tillotson Developm nt Company: .Qgkn i R \AG'CY . 6251 - "A RESOLUTION OF THE CITY COUNCIITY OF NTINGTON BEACH CONSENTING ROVAL A DISPOSITION AND DEVELOPMENT BY A BETWEEN THE REDEVELOPMEOF T E CITY OF HUNTINGTON BEACH AND NEWCOMBDE ELOPMENT COMPANY AND MAKING OTHER FINDI pyency Resolution _�ys_ 1 -- "A RESOLUTION OF THE REDEVELOPMENT AGENCY � OF E CITY OF HUNTINGTON BEACH APPROVING THE DISPOSITION 'AND DEVELOPMENT AGREEMENT BETWEEN THE REDEV OPMENT A NCY OF THE CITY OF HUNTINGTON BEACH ND NEWCOMB ILLOTSON DEVELOPMENT C014PANY AND MAK G OTHER FIND GS." (4) Approve and aykhorize the allocat'on of $4,620,000 to the project os project related cos ^ received as developer l d payment, $250,000 for hazardous substance emediation, and funds suff lent to conplete ite acquisition {$250,000 res rved) and $2,500,0 0 for the purchase of 200 publi parking spaces 'f these are included in the appro d project design (5) Allo ate amount not to exceed $4 million in pr eeds fro the Southern California Home Financing Aut rity Re enue Bond Issue 1990 Series B to the project a e cumber $850,000 in Redevelopment Agency Housing et -aside funds for use in the project, ALTERNATIVE RECOMMENDATION: Approve 2, 3, 4 & 5 above eliminating the $2,500,000 for 200 public parking spaces and substituting $270,000 for 18 parking spaces to satisfy a condition of approval for Town Square and authorizing the appropriate City/Agency officials to amend the DDA accordingly and authorizing its execution.A1P�►j,4Z ylinche//-no -- /r1ac.4i/iSfr�. �cl/w- cf.bS�tir�� f. -s I, Authorized to Publish Advertisemgnts of all kinds including public notices by Decree of the Superior Court of Orange County, Calibmia, Number A-6214, September 29, 1961, and A-24831 June 11, 1963 STATE OF CALIFORNIA County of Orange 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, a newspaper of general circulation, printed and pubiished in the City of Costa Mesa, County of Orange, State of California, and that attached Notice is a true and complete copy as 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 to wit the issue(s) of: February 15, 16, 22, 1991 declare, under penalty of perjury, that the foregoing is true and correct. Executed on February 22, , t 99 1 at Costa Mesa, California. �> UnUiA Signature PROOF OF �SIC NOTICE <\ � OF HEARING DISPOSITION & DEVELOPMENT AGREEMENT NEWCOMB-TOLLOTSON DEVELOPMENT COMPANY On March 4, 1991 at 7:00 p.m. or as soon thereafter as the matter may be heard, at the City Council Chambers located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Hunt- ington Beach and the Re- development Agency of the City of Huntington Beach will hold a joint public hear- ing to consider approval of Disposition and Develop- ment Agreement (the Agreement) by and among the Redevelopment Agency of the City of Huntington Beach (the Agency) and Newcomb -Tillotson Devel- opment Co. Such agree- ment references the project known as Third Block Westbounded by Main Street, Olive Avenue, 5th Street and Orange Avenue within the Main -Pier Rede- velopment Project area. 'The proposed Agreement and a staff report including a summaryof the Agree- ment is available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California. Should you de- sire further information concerning this matter, kindly call Stephen Kohler at(714))536-5582. NOTICE OF PREPARATION OF DRAFT NEGATIVE DECLARATION DISPOSITION & DEVELOPMENT AGREEMENT NEW. COMB-T➢LLOTSON DEVELOPMENT COMPANY Notice is here by given that the REDEVELOP. MENT, AGENCY OF THE CITY OF HUNTINGTON BEACH (the Agency) has completed an -.initial Study PUBLICATION of the project contemplated by the Disposition and De. velopment Agreement pro- posed to be entered into by the Redevelopment Agency of the City of Hunt. ington Beach and New- comb -Tillotson Develop- ment Co. (the Project) in accordance with the Calif- ornia Guidelines imple- menting the California Envi- ronmental Quality Act. This Initial Study was under. taken for the purpose of I deciding whether the, Project may have signifi cant effect on the environ- ment. On the basis of suchi Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the en. vironment, and has there- fore prepared a Draft Nega-' live Declaration. Copies of - the Initial Study and Draft Negative Declaration are on file at the Agency of- fices at 2000 Main Street, Huntington Beach, Calif- ornia and are available for public review. At its meet- ing on March 4, 1991 at 7:00 p.m., the Agency and the Huntington Berach City Council (the City Council) will consider the Project and the Draft Negative, Declaration. If the Agency and City Council find that the project will not have a significant effect on the en- vironment. It may adopt the negative Declaration. This means that the Agency and City Council may proceed to consider the Report. Any Person wishing to com- ment on this matter must submit such comments, in writing, to the Agency prior to the start of the meeting. By: Connie Brockway, City Clerk, City oil Huntington Beach Published Orange Coast1 Daily Pilot February 15, 16, 22, 1991. F159 PUBLIC NOTICE NOTICE OF HEARING DISPOSITION & DEVELOPMENT AGREEMENT NEWCOMB-TILLOTSON DEVELOPMENT COMPANY 199q at 7:00 p.m. or as ss on there- after as the matter may be heard, at the City Council Chambers located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Hunt- ington Beach and the Re- development Agency of the City of Huntington Beach will hold a joint public hearing to consider approval of Dis- position and Development iAgreement (the ''Agree- Iment") by and among the I Redevelopment Agency of the City of Huntington Beach, (the "Agency") and New- comb-Ti!!etson Develop- ment Co. Such agreement references the project known as ''Third Block West" bounded by Main Street, Olive Avenue, 5th Street and Orange Avenue within the Main -Pier Re- development Project area. Tne proposed Agreement and a staff report including a summary of the Agreement is available for public in- spection at the Office of the City Clerk, 2000 Main Street, 4 _ f=.e PUBLIC NOTICE IHuntington Beach, Cali- , fornia. Should you desire further information concern- ing this matter, kindly call Stephen Kohler at (714; 536-554-1.1Z NOTICE OF PREPARATION OF DRAFT NEGATIVE DECLARATION DISPOSITION & DEVELOPMENT AGREEMENT NEWCOMB- TILLOTSON DEVELOPMENT COMPANY Notice is hereby given that ;the REDEVELOPMENT, AGENCY OF THE CITY OF! HUNTINGTON BEACH (the "Agency") has completed an Initial Study of the project contemp!ated by the Dis- position and Development Agreement proposed to be entered into -by the Re- development Agency of the. City of Huntington Beach and Newcomb -Tillotson De-' velopment Co. (the "Pro-' ject") in accordance with the! California Guidelines im-' plementing the California Environmental Quality Act. This Initial Study was under- taken for the purpose of deciding whether the Project may have significant effect on the environment. On the basis of such Initial Study, the Agency staff has con- cluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. ;Copies of the !nilial Study !and Draft Negative Declar- ation are on file at the Agen- cy offices at 2000 Main Street, Huntington Beach, California and are available —� for public reviey:. At its rneet- ing on �o 17:00 p.m., the Agency and the Huntington Beach City Council (the ''City Council") will consider the Project and the Draft Negative Declar- ation. If the Agency and City j Counci!find that the project will not have a significant ef- fect on the environment, it may adopt the negative Dec- laration. This means that the Agency and City Council may proceed to consider the Project without the prep- aration of an Environmental Impact Report. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to the start of the meeting. By: Connie Brockway, City Clerk, City of Hunt- Ington Beach Published Orange Coast Daily Pilot AL FE43 CITY OF HUNTINGTON BEACH �-T- INTER -DEPARTMENT COMMUNICATION r nuvn!rcur+ �t►cN To Connie Brockway From Arthur DeLaLoza City Clerk Deputy'City Attorney Subject DDA Extension Agreement Date February 11, 1991 Please comply with attached request. Thanks much. (Dictated but not read) ARTHUR DELALOZA Deputy City Attorney cc: D. Roy, Esq. Is Authorized to Publish Advertisamftnts of sM kinds including public notices by Decree of thee -Superior Court of Orange County. California. Number A4214, September 29. 1961. and A-24831 June 11.1963 STATE OF CALIFORNIA County of Orange 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 pincipal clerk of the ORANGE COAST DAILY PILOT, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of California, and that attached Notice is a true and complete copy as 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 to wit the issue(s) of: Fetesma=y 15, 16, 22, 1991 declare, under penalty of perjury, that the foregoing is true and correct - Executed on February 22, a: Costa Mesa, California. — .1991 Signature PROOF OF P PUBLIC NOTICE NOTICE OF NEARING DISPOSITION A DEVELOPMENT AGREEMENT NEWCOMB-TILLOTSON DEVELOPMENT COMPANY On March A. 1991 at 7:00 p.m, or as soon thertaflor as the matter may be heard, at the City Council Chambers located at 2000 Main Street, Hunlirgton Beach, California. the City Council of the City of Itunt- Inglon Beach and the Re• development Agency cf the CltJ of Hunfington Beach will hold a joint public hear• Eg to consider approval of aposltlon and Dovelop- ment Agreement (the Ag-opment) by and among the Redevelopment Agency of the City of Huntirgion Beach (the Agency) and NoNcomb-Tillolson Devel- opment Co. Such agree- ment references the project known as Third Block Westbounded by Clain Street, Olive Avenue, 51h Street and Oran Avanuo w,tl n the Mein Pior Redo. velopment Project area. Thu propoeed Agreement 8nd a staff report inck.ding a summary of the Agree. merit Is available for p.,blic. Ins3ection at the OH1ce of, the City Clerk, 2.300 Main Street, Huntington Beach,' California. Should you de-+ sire further inlormullon concerning this matter,l kindly call $(option Kohler at(714))536-S5B2. NOTICE OF PREPARATIoN OF DRAFT NEOATM DECLARATION t DISPOSMON ML DEVELOPMENT l AGREEMENT NEW -I COtI1l9•TILLOTSON - DEVELOPMENT COMPANY Notice Is here by given that the REDEVELOP - VENT, AGENCY OF .THE , CITY OF HUNTINGTON BE ACH_(the _Agency) has UBLICATION Tamp a ed_a_n'Tn;ffaT $wily f the project Contemalated by the D:spositlon and De- velopment Agreement pro-. posed to be entered into by the Redevelopment' Agency of the City of Hunt- Ington Beach and Ns- w- ccmb-Tillotson Develop-; Mont Co. (the Project) In. accordance with the Calif- crnfa Guidelines implo. rienting the California Envl- ronmental Duality Act. This liitial Study was under-, taken for the purpose of Ceclding whether the Frojoct may have s'sni5. cant effoci on tho environ- ment. On the bass of Such Inhlal Study, the Agency s!afl has concluded that t)re Project WM not have a s gnificant stlect on the en. v ronment, and has there- fure prepared a Draft Nega- tiro Declaration. Copies of the Initial Study and Drat Negative Declaration are 01 tie at the Agency of- ft,os at 2000 Main $.reel. Huntington Beach, Calif- oinla and are available for p.iblic review. At Its meet- Irg on March 4, 19:.1 at 7 00 p.m., the Agent} and the Huntington Beract City Council Qhe City Council) w•1 consider ; the Project and the Dra'.t Negative Declaration, If the Agency and City Council rind that Ito project will not have a signVicant affect on tha an- vi-cnment. It may adopt the negative Ceclaration. This means that the Agency and C y Council may pro--eed to consider the Report. Any prison %fishing to corn• meet on this manor must K-bmil such comments. In w-Ning, to the Agency prior to Ilia Start of the meet ng. or. Connits smakway, City Clerk, CRY of Huntington Saaeh Pdbllshe3 Orange Coast Davy Plot February 15, 16. 12% 1991. Mw EXTENSION OF EXPIRATION DATE FOR NEGOTIATION AGREEMENT BETWEEN NEWCOMB-TILLOTSON DEVELOPMENT COMPANY AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH FOR DEVELOPMENT WITHIN THE MAIN PIER REDEVELOPMENT PROJECT AREA This Extension Agreement is made and entered into as of December 17, 1990 by and between Newcomb -Tillotson Development Company, a California general partnership ("Developer") and the Redevelopment Agency of the City of 'Huntington Beach, a public body corporate and politic ("Agency"). Whereas the Developer and the Agency have entered into that certain Negotiation Agreement Between Newcomb -Tillotson Development Company And The Redevelopment Agency Of The City of Huntington Beac'% For Development Within The Main --Pier Redevelopment Project Area ("Negotiation Agreement") as of March 19, 1990; and - Whereas the Agency has by minute order adopted November 19, 1990 extended the "Negotiating Period" provided for in the Negotiation Agreement for an additional six (6) months from the date of that order. NOW THEREFORE the parties do hereby agree as follows: 1. Negotiating Period. The parties hereby agree to extend the "Negotiating Period" provided for in the Negotiation Agreement to May 19, 1991. During the Negotitating Period, the parties shall continue to negotiate towards the adoption of a Disposition and Development Agreement for the redevelopment of the Proposed Development Site in accordance with the terms of the Negotiaton Agreement. 2. rontinuation of Agreement. Except as provided above, the Negotiation Agreement shall remain unmodified and in full force and effect. THE REDEVELOPMENT AGENCY NEWCOMB-TILLOTSON DEVELOPMENT OF T CITY OF HUNTINGTON COMPANY, a California general BE CH, a blic bo y partnership ca or to rd - poll.:ic - By: K/T Development Company, a By: California general partnership, C i an a-n-VIgeneral partner APPROVED AS TO FORM: By: Art De,-,V.; Lo z a - 3 . •� o City attorney Agency Gcnex?tl. Counsel ATTEST By: - Agency Clerk_ 0682LO17.032 By: Newcomb Development Inc., a California corporation, its gener4 pr�rtngr By: , President CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK February 11, 1991 Dennis S. Roy, Attorney At Law Brown, Winfield & Canzoneri 300 South Grand Avenue, Suite 1500 Los Angeles, CA 90071-3125 CA LI FOR N IA 92648 Enclosed is a fully executed copy of the Extension of Expiration Date For Negotiation Agreement between Newcomb -Tillotson Development Company and the Redevelorfnent Agency of the City of Huntington Beach which was approved on November 19, 1990. Connie Brockway City Clerk CB:bt Enc. ITalaphens: 714- 536.5227) 0 J. KENNETH BROWN THOMIAS F. WINFIELD III ANTHONY CANZONERI VICKI E. LAND JAMES C. CAMP STERMANbe ROSE SCHER STEVEN ABRAM THOMAS D. GREEN DENNIS S. ROY TMOMAS 1. MCKNEW. JR. ROGER P. HEYMAN MARK W, STERES MARK GARRETT KATHARINE A. MILLER TERI C. LAWSON TIN^ R. 51 a SITT SCOTT H. CAMPBELL CARA E. SILVER KURT D. BRIDGMAN JOSHUA C. GOTTI•IEIM STEVEN C. MUSKEY BROWN, WINFIELD & CANZONERI ' INCORPORAT[D r4TTORNEYS AT LAW CALIFORIVIA PLAZA I "1 Y - 300 50UTtf GRAND AVENU[, SUIT LOS ANGELES, CALIFORNIA 90071-3125 TELEPHONIC* 1213) E97-2 00 January 22, 1991 Art De La Loza, Esq. City of Huntington Beach 2000 Hain Street P.O. Box 190 Huntington Beach, California 92648 RE: N-aiD- Street DDA/Extensior_ areenent Dear Art: TELECOrIER: 12131 Sai-&mQ FILE NO: DIRECT DIAL NO: In accordance with the request contained in your letter of January 9, 1991, Newcomb -Tillotson Development Company has executed both of the enclosed original Extension Agreements. Please have these documents signed by the Redevelopment Agency and the City Clerk, and have one fully executed copy returned to me for ny files. Thank you for your assistance. DSR:lab Encls. cc: Mr, John Newcomb I 06821,020.032 sincerely, OenniVs S. Roy KeyserMmtonAssociateslnc. Richard L. Botti 500 South Grand Avenue. Suite 1480 Calvin E. Hollis.11 Im Angeles. Calil<rnia 90MI Kathleen H. Head 213/622-W)5 Fax 213/622.5204 SAN DIEGO619'942-03190 Heinz A. Schilling $A% FRANCISCO 4151398 :.1M Timothy G Kelly A. Jerry Kuser Kate Earle Funk Robert J. %*tmore Michael CDnlon Denise E Conley MEMORAKDUM TO: Mr. Stephen Kohler, Redevelopment Specialist Huntington Beach Redevelopment Agency FROM: KEYSER MARSTON ASSOCIATES, INC. SUBJECT: Third Block West_- California Health and Safety Code Section 33433 DATE: January 3, 1991 In a Sum --nary Report prepared in October, 1990, it was determined that the net Huntington Beach Redevelopment Agency (Agency) costs associated with the proposed Third Block West commercial/residen- tial project are $5.79 million. These costs include land acquisi- tion from the city and private property owners, tenant relocation costs and the purchase of fixtures and equipment; demolition costs; remediation costs; a contribution of off -site improvements; and the construction of 200 public parking spaces. At this time the Agency is considering the possibility of eliminat- ing the requirement to provide 200 public parking spaces on -site. The costs impacts can be summarized as follows: Parking Costs $2,500,000 (Less) Parking Revenues (710,000) $1,790,000 It is therefore Keyser Marston Associates, Inc. conclusion that the net Agency costs associated with the proposed Third Block West project are $4.0 million in the event the public parking spaces are eliminated from the proposed project. KHH:lp 91005.HTB 14066.0039 RealEst3tePtede�rlopment& Evaluation Services r CITY OF HUNTINGTON BEACH REDEVELOPMENT AGENCY SUMMARY OF DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND NEWCOMB-TILLOTSON DEVELOPMENT CO. A California Corporation WITHIN THE MAIN -PIER REDEVELOPMENT PROJECT AREA THIRD BLOCK WEST PROJECT The major business points of the above captioned Disposition and Development Agreement (DDA) are sumnerized below. This document and attachments are intended as the summary required by Section 33433 of the California Health and Safety Code but should not be relied upon in substitution for the contents of the entire Agreement. The project envisioned by the DDA includes sixty-eight, one and two bedroom residential units constructed in four storys over 27,000 square feet of commercial divided into a 9,500 square foot grocery market, 9,500 square feet of retail commercial all on the ground floor and 8,000 square feet of office use on the second floor above the retail. In addition, the project will provide 52 parking spaces at grade and three levels of subterreanean parking which in all will provide 496 parking spaces within the project site. A variety of on- and off -site improvements will also be completed as a result of the project. The project is more particularly described in the Scope of Development (Attachment No. 3). 1. INITIAL SECTIONS: The initial sections of the Disposition and Development Agreement discuss the purpose of the Agreement, the Redevelopment Plan and the Project Area, the Site and the Parties to the Agreement, and Prohibition Against Transfer and the representations of the developer. The developer agrees to post a $50,000 deposit with the Agency. (SS100-109) 2. DISPOSITION OF THE SITE: The Agency agrees to negotiate for the aquisition of the "Third Party Parcels" and, if unsuccessful, to conduct appropriate proceedings to consider the use of eminent domain but retains full discretion concerning any proceedings and the right to abandon eminent domain at any time prior to the adoption of the resolutions of necessity and at any time thereafter if the right to take is not up held by the court. The developer agrees to finance this acquisition and "Acquistion Costs" are defined as the purchase price plus Agency expenses. The developer agrees to purchase the entire site from the Agency with all cash at the close of escrow for a fair market price of $4,620,000, and to pay one-half of the cost of escrow. Agency �.J agrees to convey the site free of occupants and rights of possession by others. The Agency discloses the possible existance of hazardous Substances on the site and agrees to perform remediation of this condition prior to conveyance. The! developer will conduct an investigation of the nature and extent of this condition prior to conveyance and conduct the remediation up to an amount of $250,000 which amount will be an off -set against the purchase price of the site. If the cost of remediation exceeds this amount, the agreement is reopened to determine if the Agency or developer is willing to bear the additional cost. If neither party is willing, the agreement may terminate at this juncture. The Agency is further obligated to use the developer land payment to pay: the cost of relocation of the cost of fixtures and cost of demolition; and cost of on- and off -site Agency. all occupants of the site; equipment payments; improvements provided by the The Agency is also obligated to pay the cost of any final judgement for the aquisition of the Third Party parcels in excess of 150 percent of the appraised value. Provided however, that the developer will loan the Agency one-half of this amount up to $250,000. The developer will be repaid for advances for remediation and for its share of costs for acquistions above 150 percent of appraised value (if any) from a share of tax increment from the project. However except that if there are savings in other expenses paid from the developer's land payment, the Agency will prepay the acquisition or remediation advances from this source. The developer must submit for Agency approval, proof of a financial committment to build the project prior to conveyance and the Agency agrees to pay all relocation costs. (SS200-215) 3. DEVELOPMENT OF THE SITE: The developer agrees to build the project "The Improvements" as specified in the Scope of Development (Attachment No. 3), submit plans for approval within the time specified in the Schedule of Performance (Attachment No. 6), and bear the costs of the construction of the project except those on- and off -spite improvements identified as Agency responsibilities in Exhibit A of the Scope of Development. The Agency agrees to clear the site. Developer nay submit a proposal to the Agency for the demolition. The developer agrees to hold harmless and indemnify the City and Agency for its actions under the Agreement, provide required proof of insurance, to secure all necessary permits for `r' construction, and provide the Agency access to the site during construction as necessary to implement the DDA. The developer is prohibited from transfer or assignment without the prior written authority of the agency or to encumber the project except to finance the construction and the Agency has the right to purchase any mortgage in the event of default by the developer in the construction of the improvements. The Agency will issue a Certificate of Completion upon acceptance of the improvements. (SS300-322) 4. USE OF THE SITE: The developer agrees to build the improvements on the site in accordance with the Scope of Development (Attachment No. 3). A. Affordable Housing: The developer agrees to provide ten "Restricted Units" (representing fifteen percent (15%) of the project) as affordable to moderate income buyers. These units must remain affordable to and occupied by moderate income owners for the duration of the Redevelopment Plan (2017). Twenty-three additional units will be provided as "Assisted Units." The developer will Market these units to first-time buyers and/or seniors of moderate income. Financial assistance to both Restricted and Assisted units will be provided: 1) through the Southern California Home Financing Authority 1990 Series B Revenue bonds offering first trust deeds to first-time buyers; and 2) through Housing Setaside funds as second trust deed loans to buyers in an amount not to exceed ten percent of the purchase price. The Agency will record a Deed of Trust to secure these loans, charge a five percent (5%) annual percentage rate and defer all payments for the twenty year term of the loans. If an Assisted Unit is sold to a non-qualifing household the Agency will participate in the equity of the unit at the rate of fifty percent (50%) for the initial five years and on a declining basis thereafter. At the conclusion of the twentieth year, the loan and accrued interest is due except that the Agency has the unilateral right to extend the term. B. Parking Garage: The developer agrees to build a three level subterreanean parking garage and sell 200 spaces within this garage to the Agency for all cash upon completion for Twelve Thousand Five Hundred Dollars ($12,500) per space for a total purchase price of Two Million Five hundred Thousand Dollars ($2,500,000). The Agency agrees to participate in a master association for the maintainance and operation of the garage and to particiate on a pro-rata basis in the costs and revenues of its operation. C. Food Market: The developer agrees to build a nine thousand five hundred (9,500) square foot food market and use its best efforts to secure a cornmittment from an operator of such market satisfactory to the Agency. If such operator can not be found, or the initial operator vacates the premises and another can not be found, within six months after the issuance of the Certificate of Completion for the project then, the Agency has an option to lease the space at a market -rate rent to preserve it for a future operator. If the Agency declines this option, the developer may fill the food market space with other retail uses. The developer covenants that all uses of the site will be in conformance with the Redevelopment Plan and not to discriminate in the operation or use of the improvements. The Agency has the right to re-enter the site after the completion of the improvements if the developer is then in default of any provision of the DDA. (SS400-406) 5. DEFAULTS: At any time, the Agency has the right to provide developer, and the developer has the right to provide the Agency, with a Notice of Default. Generally, the defaulting party has thirty (30) days to cure or commence to cure the default. The developer has the right to terminate the agreement prior to conveyance of the site if: the Agency can not deliver title to the site; or the soils conditions are not suitable for the construction of the project. The Agency has the right to terminate the agreement prior to conveyance of the site if: the developer assigns or attempts to assign the agreement; there is a change in the ownership of the developer contrary to the provisions of the agreement; the developer does not submit insurance certificates or plans by the times called for; the developer fails to execute the grant deed; the developer fails to meet the conditions preceedent to conveyance of the site; the developer refuses title to the site; or the developer is otherwise in default under the agreement. �J (SS500- 516) 6. GENERAL PROVISIONS: This section provides for the Notice requirements of both parties, forbids conflict of interest by Agency members and employees, acconodates extentions of time, exempts members, officials, or employees of the Agency or City for liability for default by the Agency or City. The Agreement may be executed in counterparts and a Memorandum of Agreement will be recorded in the records of the County Recorder, County of Orange. (SS600-605) 7. TIME FOR ACCEPTANCE: The Agency has until Noveneber 1, 1990 to authorize, execute and deliver this agreement unless such time is extended by the developer. (SS700) ATTACHMENTS: ATTACHMENT NO. 1: ATTACHMENT NO, 2: ATTACHMENT NO. 3: ATTACHMENT NO, 4: ATTACHMENT NO. 5: ATTACHMENT NO. 6: ATTACHMENT NO. 7: ATTACHMENT NO. 8: ATTACHMENT NO. 9: ATTACHMENT NO. 10: ATTACHMENT NO. 11: SITE M,AP LEGAL DESCRIPTION SCOPE OF DEVELOPMENT FORM OF PROMISSORY NOTE FORM OF DEED OF TRUST SCHEDULE OF PERFORMANCE GRANT DEED GEOREMEDIATION REPORT CERTIFICATE OF COMPLETION DECLARATION OF COVENANTS, AND RESTRICTIONS MEMORANDUM OF AGREEMENT CONDITIONS KewerMarstonAssociatesInc. Richard L lk)tti %0 South Grand Avenue. Suite 14V Calvin E. Hollis, It Los Angelcs. California 90071 Kathlecn 11. }lead 213/622-M Fax 213/622.52N SAS DIF.GU 614:942•0.W Ileinz A. Schilling SAS FRANCISCO 415/3"-3050 Timothy C. Kelly A. Jerry Keyser Kate Earle Funk Robert J. Wetmore Michael Conlon Denise E. Conley MEMORANDUM TO: Mr. Stephen Kohler, Redevelopment Specialist Huntington Beach Redevelopment Agency FROM: KEYSER MARSTON ASSOCIATES, INC. SUBJECT: Third Block West - California Health and Safety Code Section 33433 DATE: January 3, 1991 In a Summary Report prepared in October, 1990, it was determined that the net Huntington Beach Redevelopment Agency (Agency) costs associated with the proposed Third Block West commercial/residen- tial project are $5.79 million. These costs include land acquisi- tion from the city and private property owners, tenant relocation costs and the purchase of fixtures and equipment; demolition costs; remediation costs; a contribution of off -site improvements; and the construction of 200 public parking spaces. At this time the Agency is considering the possibility of eliminat- ing the requirement to provide 200 public parking spaces on -site. The costs impacts can be summarized as follows: Parking Costs $2,500,000 (Less) Parking Revenues (710,000) $1,790,000 It is therefore Keyser Marston Associates, Inc. conclusion that the net Agency costs associated with the proposed Third Block West project are $4.0 million in the event the public parking spaces are eliminated from the proposed project. J:HH: 1p 91005-ETB 14066.0039 Real E.nalePr development& Esaluatior.srrvices THIRD BLOCK NEST PROJECT MAIN -PIER REDEVELOPMENT PROJECT AREA HOUSING PROGRAM DESCRIPTION The Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb - Tillotson Development Company includes a two tier program to provide housing assistance to moderate income hone buyers. "RESTRICTED UNITS" Ten of the units in the project will be sold to first-time home buyers of low- moderate -income. These units must remain owned and occupied by a qualified household for the duration of the Redevelopment Plan (until 2017). This provision is required by Section 33413 of the California Health and Safety Code that requires at least fifteen percent of the privately developed units in a project area to be affordable to low and moderate intone households. The Redevelopment Agency will assist with the affordability of these units in two ways. First, by providing bond financing for the first trust deeds from the Southern Caifornia Home Financing Authority Single Family Bond Issue 1990 Series B. This will provide thirty year, fixed rate loans at 6.26 percent. However, the developer is free to substitute alternative financing if it is more favorable to the buyer. Secondly, the Agency will use Housing Setaside funds for second trust deeds, as necessary to qualify the target income households earning $49,100 for a one or two person household and $56,000 for a three or more person household. These second trust deeds would be for ten percent of the purchase price not to exceed $25,000. They would carry no payment but would accrue interest at the rate of five percent. The loans are due on sale or transfer of the unit. "ASSISTED UNITS" Up to as many as twenty-three units may be assisted by the Agency. These units would be targeted at first-time buyers OR senior citizens and households could earn up to as much as 120 percent of the county median income ($58,920). The Agency agrees to provide financing from the Southern California Home Financing Authority, or the developer may substitute more favorable financing if available. Again the Agency agrees to use housing setaside funds for second trust deed loans if necessary to quality buyers. These loans would also be due on sale, but with the additional requirement that the Agency would collect an Equity participation if the unit was sold to a non -qualified income -household. The anount of the equity participation is fifty percent if the loan is repaid in the first five years and diriinishes each year thereafter until eliminated in the twentieth year. 2t2 ocf - 41�.. SUMMARY REPORT PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a SALES AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and NEWCOMB-TILLOTSON DEVELOPMENT COMPANY This summary report has been prepared for the Huntington Beach Redevelopment Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement ("Agreement") between the Agency and Newcomb -Tillotson Development Company ("Participant"). The agreement requires the Agency to pur- chase the remaining parcels owned by the City of Huntington Beach and various third parties in order to assemble the entire block on Main Street bounded by orange, Olive and Sth Street. This land as- semblage is taking place for the construction of condominium units, retail/market/office space and a 494-space parking garage. The proposed residential/commercial development is located in the Main Pier Redevelopment Project Area in the City of Huntington Beach. This report describes and specifies: 1. The cost of the proposed agreement to the Agency, includ- ing relocation costs, site clearance costs, infrastruc- ture costs, and public parking costs; 2. The estimated value of the interests conveyed, determined . at the highest uses permitted under the Redevelopment Plan; 1 w 3. The purchase price to be paid by the Participant for the interests being conveyed. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. A. SALIENT POINTS OF THE AGREEMENT 1. P-artigir)ant--Resr)onsibilities Under the proposed Agreement, the Participant agrees to con- struct 68 condominium units, of which 10 restricted units and 23 "assisted" units will be set -aside for moderate income households. The commercial component includes 91500 square feet of retail space, a 9,500 square foot specialty market, 8,000 square feet of office space, and a 494-space parking garage on -site. The Participant shall sell 200 of the total parking spaces to the Agency as Agency Public Parking spaces. 2.Agency-Responsibilities The Agency is responsible for and shall commit the following to the project: a. Purchase the City and third party parcels necessary for assemblage of the site. b. Compensate the current tenants in the existing projects on the subject block for legitimate relocation costs. C. Demolish the existing improvements located on the subject block. 2 d. Fund the remediation costs of removing toxic and environ- mental harms from the site. e. Finance a proportion of the off -site costs (public im- provements) associated with providing curbs, gutters, electrical service, water and other public utilities and expansion thereof. f. Incur operating expenses for 200 public parking spaces in the garage. S. COST OF AGREEMENT TO AGENCY The estimated costs of the agreement to the Agency are as fol- lows: Agency Acquisition of City Parcels (1) Third Party Parcel Previously Acquired (2) Third Party Parcels to be Acquired (3) Tenant Relocation Costs Demolition Costs Purchases of fixtures and equipment Remediation Costs Off -Site Contribution Purchase 200 Public Parking Spaces Total Costs to Agency (Less) Developer Land Payment (Less) Capitalized Value of Parking Revenues Net Costs to Agency $ 41080,255 300,000 2,200*000 500,000 200,000 200,000 250,000 892,678 21500,000 $11,122,933 (41620,000) (710,000) $ 5,792,933 (1) Agency parcel of 52,812 square feet valued at $77.26/sf fair market value from KMA analysis. (2) Agency 1990 Acquisition of 2,938 square foot site. (3) Based on appraisal of third party parcels plus contingency al- lowance. 3 C. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED TO THE PAR- TICIPANT DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The determination of the estimated value of the interests to be conveyed to the Participant pursuant to the proposed Agree- ment was made by Keyser Marston Associates, Inc., in a reuse analysis dated October 1, 1990. The total value of the inter- ests being conveyed to the participant is estimated at $4.62 million. This includes the Agency land purchase, the costs incurred through site clean-up, and the Agency contribution to off -site improvements. D. PURCHASE PRICE PAID BY PARTICIPANT AND REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THE REDEVELOP- MENT PLAN As detailed in the October 1, 1990 reuse analysis by Keyser Marston Associates Inc., the fair market value for the site at its highest and best use is a market rate condominium develop- ment. If 98 condominium units were constructed and sold at market price, the land value would be $6.49 million. However, because the Downtown Plan requires commercial development, the proposed mixed -use project is the highest and best use of the site, assuming near -term development is required. Therefore the proposed plan is the highest use under the Redevelopment Plan, as such, the purchase price of $3.71 million represents the fair market value of the property. 4 ' M V. REUSE ANALYSIS THIRD BLOCK WEST RESIDENTIAL/OFFICE/RETAIL DEVELOPMENT Huntington Beach., California Prepared for HUNTINGTON BEACH REDEVELOPMENT AGENCY 2000 Main Street Huntington Beach, California 92648 By KEYSER MARSTON ASSOCIATES, INC. 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 r—TOW 55 Pacific Avenue Mall San Francisco, California 94111 and 7690 E1 Camino Real, Suite 202 Carlsbad, California 92008 October, 1990 TABLE OF CONTENTS Cover Letter a e I. SUK ARY OF SALIENT FACTORS AND CONCLUSIONS......... 1 II. NATURE OF THE ASSIGNMENT... 4 III. DESCRIPTION OF EXISTING ENVIRONS ................... 7 IV. DESCRIPTION OF THE SITE AND PROPOSED DEVELOPMENT, 8 V. VALUATION .......................................... 10 VI. CONCLUSIONS AND LIMITING CONDITIONS ................ 18 VII. SECTION 33433 - FAIR MARKET VhLUE.................. 21 VIII. CERTIFICATION ...................................... 22 U Richard L. Boni Calvin E. Hollis. It Kathleen H. Head SAN DICGO619 942.0-W fleinz A. Schilling SAN FRANCISCO 415/398-3050 Timothy C. Kelly A. Jerry Keyser Kate Earle Funk Robes J. N4'e(more Michael Conlon Denise E. Conley October 1, 1990 Mr. Stephen V. Kohler Principal Redevelopment Specialist City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Mr. Kohler: 500 South Grand Avenue, Suite M Los Angeles, California 90071 213/622-")5 Fax 21N622-5204 In accordance with your request, Keyser Marston Associates, Inc. (KMA) has prepared a reuse analysis of •the Third Block West property. The 1.93 acre site is bounded by Olive, 5th, Orange and Main Street in downtown Huntington Beach. The established value of the subject site is based upon the economic characteristics of the proposed residential/commercial mixed -use development. The project consists of 68 condominium units, with 10 units set --aside for moderate income households. The commercial component includes 8,000 square feet of office space, and 19,000 square feet of retail and specialty market space. Based upon our review and analysis of the development economics related to the proposed residential/commercial development, it is our opinion that the subject property has a fair reuse value of $3.71 million. This reuse value assumes that the property is purchased for near -term development, and not for land speculation. As you recall, California State Redevelopment Law allows the Redevelopment Agency to establish a land value for a specific development and use. Therefore, if the development proposed for the subject site is significantly modified in terms of the number of units, if the size of the site is altered, or if the mix of uses is changed, our conclusion as to the fair reuse value would no longer be valid. Real EstatePredmvi pment&EvaluatienSer%ices ,� .•..r fir/ �/ ler Mr. Stephen V. Koh October 1, 1990 Page 2 Section 33433 of the California Health and Safety Code also re- quires the identification of the fair market value of the subject site at its highest and best use. However, the estimation of the highest and best use value is predicated on the assumption that redevelopment law prohibits the sale of land for speculation pur- poses. Based upon the KMA review of the subject site's charac- teristics, it is our opinion that a market rate condominium development would provide the highest value to the land. If the 27,000 square foot commercial component was removed from the project, and the unit count was increased to 98, the land value is estimated at $6.49 million, or approximately $77 per square foot. The following reuse analysis is predicated on strict adherence to the development restrictions and conditions contained in the Dis- position and Development Agreement (DDA). In the event the scope of development is changed significantly, or construction is not commenced within six months, the findings of our analysis are sub- ject to re-evaluation. Yours very truly, KEYSER MARSTON RSSOCIATES, INC. Kathleen H. Head %�4� Kristin Friese KHH:KF:ip 90496.HTB 14066.0039 KeysedNIarstonAssociatesine. I. SUM ARY OF SALIENT FACTORS AND CONCLUSIONS A. Assignment Determine the fair reuse value of the subject site for the develop- ment of a residential/retail mixed -use project. The project in- cludes fib condominium units, of which 10 must be set -aside for moderate income households. The commercial component consists of 8,000 square feet of office space, 9,500 square feet of retail space, and a 9,500 square foot specialty market. The proposed Third Block West development contains a total building area of approximately 95,000 square feet, of which the 9,500 square feet of retail space and the 9,500 square foot specialty market will occupy the ground floor. The 8,000 square feet of office space will solely occupy the second story. The commercial develop- ment is serviced by 120 parking spaces in an on -site parking struc- ture. The Third Block West residential proposal consists of 68 con- dominium units, with 8, 850 square foot 1-bedroom units, and 60, 11000 square foot 2-bedroom units. Ten of these units will be set -aside for purchase by households meeting the "Affordable Hous- ing Cost" standards for first time home buyers of moderate income. The 68 units will be allotted 170 parking spaces in the on -site parking structure. An additional 200 parking spaces will be constructed in the parking structure for public use. These parking spaces will be purchased by the Agency at a price equal to the allocated construction costs. 1 C. Location The subject site is located in downtown Huntington Beach and oc- cupies the entire block bounded by Olive, 5th, Orange and Main Street. D. Land Agea The subject site, including the public alley, consists of ap- proximately 84,000 square feet. E. Zonina The site is designated for residential/commercial use and the proposed development conforms to the specific plan guidelines. The subject site will be subdivided into legal lots consisting of a commercial lot for the retail, market and office use, and a lot containing the residential improvements. The developer must make appropriate application to the City of Huntington Beach to satisfy all provisions of the California Subdivision Map Act F. Utilities It is assumed that all public utilities are available to the site in adequate capacities for the proposed uses on the subject site. Gas and sewer liner currently located on the site will have to be relocated to allow for the proposed development. G. Date of Valuation October 1, 1990 . +f H. Reuse conditions 1. The number, type and size of the residential units, as well as the gross building area, shall not vary by more than 5% from the estimates presented in this report. 2. At least 91500 square feet of retail space must be constructed on the ground floor fronting Main Street. A specialty market of 9,500 square feet will be constructed on the ground level. 8,000 square feet of office space must be constructed on the second story, equally divided between the two retail struc- tures. 3. The site must contain public plaza areas at the corners of Main Street and Olive, and Main Street and Orange, as well as an additional plaza in the center of Main Street frontage. All open space must be landscaped at an above -average quality level. 4. The project must provide a 494-space on -site parking garage, with three levels of subterranean parking and additional park- ing at street level. 5. The developer must pay for all required off -site improvements, including curbs, gutters, sidewalks, electrical services, etc., in excess of $893,000. I. Einal Estinatl of Value Three Million Seven Hundred Ten Thousand Dollars ($31710,000) ($44.17 per square foot of land area). 3 II. NATURE OF THE A55IGNHENT A. EurpQ§e of the Appraisal The 84,000 square foot subject property is part of the Huntington Beach Redevelopment Plan to revitalize the downtown area through new commercial and residential developments. The purpose of this reuse appraisal is to determine the fair reuse value of the entire site, given the proposed scope of development. This appraisal takes into consideration the controls and restric- tions embodied in the Disposition and Development Agreement (DDA) entered into by the Developer (buyer) and the Huntington Beach Redevelopment Agency (seller). Fundamental to this appraisal is the fact that the site is sold for development and not land speculation. Thus, the DDA restricts, among other things, the scope of development, establishes a time frame under which develop- ment must proceed and controls future use of the site. This appraisal and the final estimate of value specifically require compliance with the Limiting Conditions and Assumptions to this report as stated in Section VI. B. Definition - Reuse Value The reuse value can be defined as the highest price in terms of money that a property is expected to bring for a specific use in a competitive and open market under the reuse conditions established by the Agency. The value determined is predicated on the assump- tion that the buyer and seller (Redevelopment Agency) each act pru- dently, knowledgeably, and that the price is not affected by undue stimulus. Also, essential to an estimate of a fair reuse value is 4 the notion that the Agency is interested in selling land for near - term development, and that the site is not sold for land specula- tion. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. Both parties are well informed and well advised, each ac- ting prudently in what he/she considers his/her own best interest. 2. The property will be assembled and cleared within a reasonable time period. 3. Financing, if any, is on terms generally available in the community for the use proposed at the date the property is ready for -construction. The reuse value represents a normal consideration for the property sold, unaffected by special financing amounts and/or requirements. 4. The definition of reuse value is further augmented due to certain conditions imposed by the Agency, and assumptions as follows: a. The seller is a public agency having definite con- trols over the development. Due to the complexity of the overall plan of development, the developer of the land parcel must contend with a series of regulations and controls that 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 prescribed conditions. 5 b. The developer, like the Agency, is unique in the real estate market. Due to the various development requirements and time restrictions imposed by the development program, the potential developers are limited to individuals or organizations with ade- quate financial and productive resources. In order to appeal to the limited market of potential buyers, market value must be equated to the maximum price a restricted and limited market is warranted in paying based upon risk and investment return factors. C. The development plan can impose extraordinary development restrictions and/or requirements. Ac- cordingly, the market value must reflect the ad- vantages created by the project as well as the re- quirements and limitations on land uses to be im- posed on the developer by the public agency. C. Rights Appraised The property has been appraised in fee simple real estate, free and clear of all encumbrances, special assessments and liens. D. Rate ofValuation October 1, 1990 E. Function of &hg Report I It is understood that this appraisal will be used to estimate the fair reuse value for the subject site under the premise that the site will be developed as soon as it is transferred to the buyer. 2 III• DESCRIPTION OF EXISTING ENVIRONS The subject site is located in downtown Huntington Beach, which historically served as the civic and commercial center for what was then a small, somewhat isolated coastal community. In the late 1960's and early 19701s, as coastal Orange County experienced 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. The 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 had on land use patterns. As rapid growth occurred throughout Huntington Beach during this period, the downtown area declined in relative importance as a major commercial center. However, recent Redevelopment Agency actions in implement- ing the Downtown Specific Plan have resulted in major new residen- tial and commercial development. This development activity, in an area that offers beaches and ocean views creates the opportunity to revitalize the downtown. Third Block West is within the Redevelopment Agency's multi -phased commercial development program, including new mixed -use develop- ments such as Town Square, Pier Side Pavilion and Pier Side Colony. Third Block West is designed to increase the residential population within the downtown, and to assist in upgrading the environmental quality and image of the area. 7 IV. DESCRIPTION OF THE SITE AND PROPOSED DEVELOPMENT .! M 1. Ownership The parcels included in the subject site are owned by the City of Huntington Beach, the Redevelopment Agency and private parties. The Agency is assembling the parcels into one development site, which upon completion of the assemblage will be conveyed to the developer. 2. Legal Description Block 304 of Huntington Beach Tract, County of Orange, as per rasp recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. 3. Soils No soil bearing tests have yet been furnished for the subject site. Therefore, it is assumed that the soil and sub -soil conditions are suitable for the proposed development. B. 12escription of Improvements The proposed project consists of a condominium component and a retail/office component. The condominium component includes 8,850 square foot 1-bedroom units, and 60, 11000 square foot 2-bedroom units. This represents a residential density of 35 units per acre. The condominiums are provided with 2.5 parking spaces per unit in a 3 level below ground parking garage. E�� The retail/office component consists of 9,500 square feet of retail space, and a 9,500 square foot specialty market on the ground floor, with 8,000 square feet of office space on the second floor. These uses are served by 120 parking spaces, on the street level and in the parking garage. An additional 200 parking spaces will be constructed in the parking structure for public use. These parking spaces will be purchased by the Agency at a price equal to the allocated construction costs. 9 V. VALUATION The valuation of real estate is derived principally through three approaches to market value: the cost approach, the market data comparison approach and the income approach. From the indications of these separate analyses, an opinion of value is reached, based on the quantity and quality of the factual data considered, tem- pered by the judgment and experience of the appraiser who is utilizing commonly accepted methods and techniques within the framework of the appraisal process. Due to the fact that this ap- praisal is for the valuation of an undeveloped parcel of land, the cost approach is not applicable. Income properties are normally valued in proportion to their ability to produce income. For the purpose of determining the reuse value of the land, the residual value can be defined as the difference between the development cost of the project, excluding land, and the total amount a private developer or investor can af- ford to invest. The amount the investor can afford is based upon the economics of the project and the present and anticipated money market conditions impacting such things as the cost of mortgage funds and required rate of return. The market data comparison approach to value is based upon the principle of substitution; that is, when a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property, assuming no cost delay in making the substitution. The typical appraisal technique used to estimate value through substitution involves the collection and analysis of sales and listings data on various properties having as nany similar characteristics (uses) as the uses on the property being appraised. 10 �. ) Due to the unavailability of land sales data for mixed -use projects similar to the proposed, market comparables were not con- sidered in this value appraisal. Because the proposed development's mixture of condominium units and commercial space is somewhat unique within the context of the downtown, and given rapidly changing land values, it is difficult to find directly com- parable projects to use as value indicators for the subject site. Therefore, the income approach to land valuation represents the strongest indication of value for the subject site, and therefore primary reliance han been placed on this approach. Given the differing nature of the two proposed components, the reuse value for the condominium portion of the project was analyzed Separately from the retail/office use being proposed for the site. The fair reuse value: of the entire site represents the summation of the values determined for the condominium and retail/office uses. Condominium Component pevelopment Costs Table 1 presents the estimated development costs for the 68 unit condominium project. The shell costs for the units are estimated at $50 per square foot of building area. This level of shell costs reflects the above -average quality level being required for the - proposed project. The parking costs include the construction of 170 subterranean parking spaces, which represents 2.5 spaces per unit. The costs to provide fully subterranean parking are estimated at $12,500 per space. 11 YAM 1 � I ESTIMATED DEVELOPMEN: COSTS CCKOCMINIUM CASH -FLOW I+COEL THIRD BLOCK WEST IRINTINGTON BEACH, CALIFORNIA DIRECT COSTS SHELL 66,E00 SF S50.00 /SF $3,340,ON ON -SITES ALLOWANCE 300,000 OFF -SITES ALLOWANCE 167,500 SUBTERRANEAN PARKING 170 SPACES S12,500 /SPACE 2,125,000 10TAL DIRECT COSTS S5,932,500 INDIRECT COSTS ARCHITECTURE d ERG. 4.00% DIRECT COSTS S237,000 CITY PERMITS AND FEES 68 UNITS $8,000 /UNIT 544,000 TAXES A INSURANCE 1.50% DIRECT COSTS 89,000 LEGAL t ACCOUNTING 1.00% DIRECT COSTS 59,000 INTEREST DURING CCNST AND SALES 1,389,C00 FINANCING FEES 2.50 POINTS 343,000 RXEL DECCRATICN ALLC'WAHCE 100,000 IMAKETING ALLOWANCE 50,060 DEVELOPMENT MANAGEMENT 2.00% DIRECT CASTS 119,000 CONTINGENCY 3.001: DIRECT COSTS 173,000 73TAL INDIRECT CCSTS S3,108,000 COST OF SALES f155,000 TOTAL CEVELCPHENT COSTS $9,195,500 OR SAT $9,23Q,000 SOURCE: KETSER K.ARSTCN ASSOCIATES, INC. DATE: OCIOBER, 1990 The site work is divided into on -site and off -site expenditures. The on -site costs include landscaping and recreational facilities, which are estimated at a total cost of $450,000. Two-thirds of this cost, or $300,000, are allocated to the residential component. The off -site expenditures are based on the City Public works Department cost estimate for the improvements required for the to- tal project, which are $1,142,678. The developer is responsible for all costs incurred above $893,000. Currently, the developer's share is estimated at $2500000, of which $167,000 is attributed to the residential component. Total direct costs are estimated at $5.93 million. The indirect costs include architecture and engineering fees, which are estimated at 41 of direct costs. The City subdivision fees are calculated at $8,000 per unit, or $5440000. Allowances were provided for taxes and insurance, legal and accounting, development management and contingencies, which are based on a percentage of direct costs. Additionally, a $50,000 marketing allowance, and a $100,000 model decoration allowance was provided. Another major component of the indirect costs is the interest costs incurred during construction and the absorption period. Given the existence of subterranean parking, excavation and initial construc- tion of the garage must commence before construction of the residential structure begins. it is assumed that this initial con- struction and completion of the parking will require 5 months, and that the building construction and completion of the parking will require an additional 8 months. Therefore, the parking costs must be .financed over a 13 month period, while the building costs must be financed over an 8 month period. Based on current market condi- tions, it is assumed that 10 market rate units will be pre -sold before the project's completion, with the unsold units continuing to incur interest expenses during the absorption period. This period was assumed to extend 3 months from the project's comple- 12 TA9:E Z RESIDUAL LAND VALUE COk'DCMINIJM CASH-FLCU MODEL THIRD BLOCK VEST IIUNTIN:TCN BEACH, CALIFORNIA 09 GROSS SALES PROCEEDS 52 CONDOMINIUM UNITS A 3245,00 6 CONDOMINIUM UNITS 9 $190,000 10 CONDOMINIUM UNITS 0 $133.700 MODEL 0£LORATION tOSTS RECAPT:IRE TOTAL (LESS) CONSTRUCTION COSTS (LESS) DEVELOPER'S PROFIT FESIDUAL LAND VALUE LAND VALUE PER CCNDOMINIUM UNIT SOURCE: KEYSER MARSTCN ASSOCIATES, INC. D#TE: OCTOBER, 1990 $12,740,000 $1,140.000 1.337,000 50,000 $15,267.000 9,200,000 1,9$4,710 $4.080,000 $60,000 r � s k4a) A • ' tion, which represents average absorption of 20 units per month. The total interest costs are estimated at $1.39 million. The financing fees are estimated at 2.5 points, and total $343,000. The total indirect costs are estimated at approximately $3.11 mil- lion. In addition to construction costs, the developer must incur costs associated with selling the units, such as closing costs and sales commissions. There also are costs during the absorption period to maintain the model units and the grounds. These closing and main- tenance costs are estimated at $154,500. Thus, as shown in Table If the total construction costs, excluding land, are estimated at $9.20 million. . Revenue Praiegtigns As can be seen in Table 2, the gross sales proceeds from the con- dominiums are projected at approximately $15.27 million. The sales projections were based on a market survey of new condominium developments in the vicinity of the subject site, as summarized in Table 3. Given the range in sales values, it was assumed that the proposed 1-bedroom units could achieve sales prices of $190,000 or $224 per square foot of living area. The 2-bedroom units are projected to sell at $245,000. Ten market rate units are an- ticipated to be pre -sold prior to the projectes completion. There- after, the sales are expected to average 20 units per month. The 10 "Affordable" units, which are set aside for moderate income households, are assumed to be sold in the 14th month before the project opens. The estimated "Affordable" sales price is calcu- lated assuming 30% of the household incomes can be spent on all housing --related expenses. The allowable sales price was determined assuming that a 20% down payment was made, and that financing with a 10.53% mortgage constant could be obtained. After deductions for 13 TABLE 3 CON00MIMIL14 SALES SURVEY THIRD BLOCK LEST wUKTINWON BEACH , CALIFORNIA TOTAL B TOTAL PRICE DEVELOPMENT ........... OF UNITS ......... UNIT TYPE .......... S"RE FEET .............. UNIT PRICE ......... PER S.F. ......... AGE .... MWENTS .............. 0............ PIER COLONY 130 1-BED 861 5185,900 $215.91 1990 OUCTED PRICES ARE FOR NO VIEW 200 PACIFIC COAST NTCRWAY I -BED 969 $307.000 S316.82 AND PARTIAL VIEW UNITS 2•11f0 !,..5T $327.500 S260.54 SOLD 50% 19 FIRST MONTH 2-SED 1.298 $345,000 S265.79 NO B WALNUT 2.8ED 1,560 $390,000 $250.00 1"0 Imm SQUARIr 89 1-BED 900 $159,500 3177.22 1990 ALL. TWITS SOLD IN ONE WEEKEND 6T4 AND MAIN STREET 2-BED 1.147 5203,400 $177.33 2-BED 1.373 $214,900 $155.95 HARSOR M VILLAGE 1-BED 1. M3 S239.900 $221.51 1989 UNITS SOLD OVER 10 "NTH PERIOD 1?00 PACIFIC COAST HIC"WAT 2-BED 1,400 U49,000 $320.71 SOURCE: KEYSER MARSTON ASSOCIATES, INC. DATE: SEPTEMBER, 19" A 31_ property taxes and homeowners association fees, the "Affordable" price was set at $121,000 for the 1-bedroom units, and $137,000 for 2-bedroom units. However, it should be noted that the "Affordable' purchase price shall depend on the prevailing Federal requirements and interest rates at the time. Ep,lidual Land value Table 2 presents the residual land value for the subject site as- suming the proposed condominium use. As can be seen in Table 2, the gross sales proceeds are estimated at $15.27 and construction costs were estimated at $9.20 million. Additionally, it was as- sumed that the developer's profit for a project of the proposed magnitude should tie in the range of 13% of gross sales, or $1.98 million. Thus, the residual land value totals $4.08 million, or $60,000 per unit. Office/Retail Component Development Costs Table 4 outlines the estimated development costs associated with the proposed retail and office space. Building shell costs are es- timated at $50 for the 27,000 square feet of gross building area. Additionally, a $20 tenant improvements allowance was provided for the 8,000 square feet of office space, and a $15 per square foot allowance was provided for the 9,500 square foot specialty market and the 9,500 square feet of retail space. Subterranean parking costs are estimated at $12,500 per space. Five parking spaces were allotted for every 1,000 square feet of retail and market space, and three spaces were provided for every 10000 square feet of of- fice space, for a total of 120 spaces. The on -site and off -site 14 TABLE 4 DEVELOPMENT COSTS OFFICE/RETAIL COMPONENT TxIRD BLOCK VEST WRTINGTON BEACH, CALIFORNIA DIRECT COSTS BUILDING SHELL COSTS 27,000 SF $50.00 /SF $1,350.000 TENANT IMPROVEMENTS OFFICE 8.000 SF $20.00 /SF 160,000 RETAIL 9,500 SF $15.00 /SF 143,000 MARKET 9,500 SF 215.00 /SF 143.000 Ck •SITES AL L WANCE 150,000 WF•S1TES ALLOWANCE 82.500 PARKING SUBTERRANEAN 120 SPACES $12,500 /SPACE 1,500,000 TCTAL DIRECT CCSTS S3,528,500 IkOIRECI COSTS ARCHITECTURE i ENGINEERING 4.00% DIRECT COSTS $141,000 CITY PERMITS 9 FEES 3.0G% DIRECT COSTS Im.000 MEREST DURING CCNSTRUCTIOH BUILDING 116,COO PARKING 43,000 PV NES.ATIVE CASH FLOWS 20,000 FINANCING FEES/CLOSING COSTS 2.5 POINTS 97,000 LEGAL/A:CCNINTING 1.00% DIRECT COSTS 35,000 LEASING FEES 25.00% GEI 123,000 TAXES/INSURANCE 1.50% DIRECT COSTS 53,C00 DEVELOPMENT MAYACEMENT 3.00% DIRECT COSTS 106.000 CCNTINGENCY 3.00% DIRECT COSTS 106,000 TCTAL INDIRECT COSTS 5946,000 TOTAL OEVELOFMENT COSTS S4,474,5C0 OR SAY f :,470,000 SCMCE: KEYSER MARSTON ASSOCIATES, INC. DATE: ' OCTOBER, 1990 improvement costs are allocated based on an allowance equal to one-third of the estimate for the total project; $150,000 for landscaping site costs, and $82,500 for off -site improvements. The indirect costs include architecture and engineering fees equal to 4% of direct costs, and City permits and fees equal to 3% of direct costs. The other indirect costs consist of interest during construction and financing fees of $276,000; legal, closing, taxes and insurance of $88,000; leasing fees of $123,000; and development management and contingency allowances totaling $212,000. The total indirect costs are estimated at $946,000, resulting in total development costs of $4.47 million. RrQjgct Revenues It is anticipated that the office can achieve rents of $1.80 per square foot per month on a full service gross basis. However, it will be necessary to offer concessions to tenants such as one month's free rent per year of the lease term. The office absorp- tion is estimated at 50% of the space in the first year and 50% in the second year. Parking income is estimated at $50 per space per month, solely based on the 24 spaces allocated to office develop- ment. The retail rent is projected at $2.15 per square foot per month,. the specialty market rent is estimated at $.75 per square foot per month on a triple net basis. It is expected that 75% of the retail space will be absorbed during the first year of operation, with the balance leased during the second year. The office operating expenses are estimated at $6.00 per square foot. The retail space is assumed to lease on a triple net basis, and thus the tenant will be responsible for all operating expenses. However the developer will incur ongoing management costs, common 15 Y mi TABLE 5 ESTIMATED NET INCOME OFFICE/RETAIL COMPONENT THIRD BLOCK NEST HUNTINGTCR BEACH, CALIFORNIA RENTAL INCOME OFFICE RETAIL MARKET PARKIN-4 INtCME OFFICE GROSS INCOME (LESS) VA:ANCY t COLLECTION GROSS EFFECTIVE INCOME OPERATING EXPENSES OFFICE RETAIL MANAGEMENT RESERVES CAM TOTAL EXPENSES AET OPERATING INCOME 8,000 5F 9,500 SF 9,500 SF 24 SPACES 5.00% RENIAL INCOMC $21.60 /SF S25.E0 /SF $9.00 /SF S600 /SPACE 8.000 Sf 34.00 /SF 5.00% GROSS EFFECTIVE INCOME 19,000 SF S0.15 /SF 950 SF MOO /SF OR SAT SWRCE: %ETSER MARSTON ASSOCIATES, INC. DATE: OCTOBER, 1990 S172,LC0 245,103 85,500 14,400 $517.600 25,900 3491,900 $48,000 24.600 2,900 2,900 s7s,4ao $413,500 S414,000 area maintenance costs attributable to vacant space, and reserves for capital improvements. These costs, including an allowance for vacancy and collections, are estimated at $104,300. As shown in Table 5, the resulting net income is estimated $414,000. Residual Land Value The estimated residual land value supported by the retail component of the proposed project is presented in Table 6. As shown in Table 6, this value is estimated using two different methodologies. The first method, the return on total investment approach, deter- mines the warranted investment in the project based upon the estab- lished net operating income on a stabilized basis, measured as a percentage of total investment. Assuming a required return on to- tal investment of 10%, the warranted investment is estimated at $4.14 million. Thin value, when reduced by the estimated develop- ment costs and carrying costs on the land acquisition, results in a negative residual land value of ($370,000). The second approach to determining the residual land value is based upon the project value upon completion. This value is estimated by capitalizing the stabilized net income at the rate found for similar retail uses in the area. Capitalizing the estimated net income at 8.5%, the project value is $4.87 million. When this is reduced by development costs, imputed costs of sale, a 12% developer's profit, and carrying costs on the land acquisition, the residual land value is negative, in the amount of ($370,000). It is clear from both approaches to valuation that the residual land value for the commercial component is negative. It is our opinion that given current market conditions, development of this type cannot support the burden of providing fully subterranean parking. In order for a positive land value to be achieved, it 16 LWF TABLE 6 ESTIKATED LAND VALUE CFFICE/RETAIL COMPCNENT THIRD BLOCK NEST 14UNTIN:TOtl BEACH, CALIFORVIA ............................ •••RETURN ON TOTAL INVEST14EMT............................ NET INCOME BEFORE DEBT SERVICE S414,000 U ARRANTEO INVESTMENT 10.00% RETURN 4,141.000 (LESS) DEVELOPMENT COSTS 4.470,000 RESIDUAL LAND VALUE {f329,000) PLUS CARRYING COSTS (140,000) RESIDUAL LAND VALL'E (f369,000) OR SAY (5370,000) ...... ....................VALUE UPON COMPLETICK................................... NET INCOME BEFORE DEBT SERVICE $414,000 CAPITALIZED VALUE 8.50% 4,871,000 (LESS) DEVELOPMENT COSTS 4,470,000 (LESS) COST OF SALE 3.00% VALUE 146,000 (LESS) OEVELOFMEkT PROFIT 12.00% VALUE 585,000 RESICUAL LAND VALUE (f330,000) PLUS CARRYING COSTS ($40,000) RESIDUAL LAND VALUE (S370,000) OR SAY (f370,000) SOLIME: KEYSER WSTCN ASSOCIATES, INC. DATE: OCTOBER, 1990 would be necessary for the achievable rent levels to increase sig- nificantly, or to be able to provide the necessary parking in a less costly manner than a fully subterranean parking garage. Summary The income approach to valuation results in a residual value for the condominium component of $4.08 million. The commercial reuse value was established at ($370,000), resulting in a total reuse value of $3.71 million. This equates to approximately $44 per square foot of land area, as shown in Table 7. 17 kw; TA". LE 7 SjPMARY CF LARD VALUES IMIRD BLOCK VEST WNTINGTOu BEACH, CALIFORRIA LA0 ALLOCATED TO CONDOMINIUM COKP0NENT LAw3 ALLOCATED 10 RETAIL COKnH3NT TOTAL LARD VALUE LANs VALUE PER SWARM 1007 "' 0M.000 (3TO.00Oy 13,710.000 LAIM AREA PA.000 %F s".17 03S SUIL01NC AREA 95,000 Sf 09.OS SOURCE: KEYSER PARSTOH ASSOCIATES, INC. PATE: OCTOBER, 1990 VI• CONCLUSIONS AND LIMITING CONDITIONS The previous section of this report discussed the approach used in the determination of reuse value. Based upon this analysis, it is our opinion that as of October 11 1990, the fair reuse value of the subject site is: Three Million Seven Hundred Ten Thousand Dollars ($31710,000) The conduct of any appraisal is necessarily guided, and its results influenced, by the terms of the assignment and the assumptions which together form the basis of the study. The following condi- tions and assumptions, together with lesser assumptions embodied in this report, constitute the framework of our analysis and conclu- sions. The estimate of market value for the proposed project assumes com- pliance with the following: 1. The number, type and size of the residential units, as well as the gross building area, shall not vary by more than 5% from the estimates presented in this report. f 2. At least 91500 square feet of retail space must be con- structed on the ground floor fronting Main Street. A specialty market of 91500 square feet will also be con- structed on the ground level. 8,000 square feet of of- fice space must be constructed on the second story, equally divided between the two retail structures. 18 3. The site must contain public plaza areas at the corners of Main Street and Olive and Main Street and Orange, as well as an additional plaza in the center of Main -Street frontage. All open space must be landscaped at an above -average quality level. 4. The project must provide a 494-space on -site parking garage, with three levels of subterranean parking and ad- ditional parking at street level. 5. The developer must pay for all required off -site improve- ments, including curbs, gutters, sidewalks, electrical services, etc., in excess of $893,000. It is assumed that the title of the property is good and marketable, no title search has been made, nor have we attempted to determine the owne-ship of the property. The value estimates are given without regard to any questions of title, boundaries, en- cumbrances or encroachments. It is assumed that all assessments, if any, are paid. We -assume that the subject site will be in conformance with the ap- plicable zoning and building ordinances over the economic life of the property. Information provided by such informed local sources as governmental agencies, financial institutions, realtors, buyers, sellers and others was weighed in the light in which it was supplied and checked by secondary means; however, no responsibility is assumed for possible misinformation. 19 The analyst is not required to give testimony or appear in court because of having made this reuse value estimate, with reference to the property in question, unless arrangements have been previously made therefor. No one other than the undersigned prepared the analysis, conclu- sions and opinions concerning real estate that are set forth in this appraisal report. 20 VII. SECTION 33433 - FAIR HARKET VALUE Pursuant to Section 33433 of the California Health and Safety Code, this section presents an analysis of the fair market value of the subject property at the highest and best use. In contrast to the preceding analysis, no specific development plan is assumed. However, the proposed use on the site must be consistent with the redevelopment plan and the site must be developed soon after the transfer of the site; i.e., speculation is not allowed. In appraisal terminology, the highest and best use can be defined as the legal use (i.e., uses allowed under the redevelopment plan) that will yield to land the highest value. Therefore, the defini- tion of highest and best use is based solely on the value created, and not on whether or not it enhances or carries out the redevelop- ment goals and policies established by the Huntington Beach Redevelopment Agency. In determining the fair market value for the site, it is our con- clusion that market rate condominiums generate the highest land value. Assuming 9E market rate units were constructed on the site, the land value would total $6.49 million, or approximately $77 per square foot. It is important to note, however, that the Downtown Specific Plan requires the subject site to be developed with a residential/ commercial mixed -use project or with all commercial uses. Based on that requirement, it is our opinion that the use of the site for condominiums, office and retail development currently represents the highest and best use. 21 VIII. CERTIFICATION We hereby certify that neither Keyser Marston Associates, Inc. nor any of its officers have any present or prospective interest in the property appraised; that our employment is not contingent in any way upon the value: reported; that we have personally inspected the property and the environment; that the statements made and the in- formation contained in this appraisal report are true, to the best of our knowledge and belief. Respectfully submitted, KEYSER MARSTON ASSOCIATES, INC. Kathleen H. Head Kristin Friese KHH:KF:lp 22 V LS-11ID-M211 I -• 1 'SAX IldCi�]'�: 68 Cmxlminiuns (average price $185,000) Office (8,000 sq.ft./;1.80 sq.ft., 5% vacarwy, 21% experms, 8.5% CAP rite) Retail (market 9,500 sq.ft. retail 9,500 sq.ft. 1.75 sq.ft., 5% vacarpy, 7% experces, 8.5% CAP rate) Total Project Value Total Ammal Tax lr=uwmt (1%) TAX: Retail - $115 sq.ft. x 1% to city x 9,000 sq.ft. _ Market - $436 sq.ft. x 40% taxable sales x 1t to city x 9,500 sq.ft. _ Total Aruwal Sales Tax $ 12,580,000 1,493,647 4,147,253 $ 18,220,900 $ 182,209 $ 10,925 16,53 $ 27,455 /r Authorized to Publish Advertisements of all kinds including public notices by Decree of the Superior Court of Orange County, Cardomia, Number A-6214, September 29. 1961, and A-24831 June 11,1963 STATE OF CALIFORNIA County of Orange 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, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of Carfomia, and that attached' Nonce is a true and complete copy as 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 to wit the issue(s) of: October 19, 26, 1990 declare, under penalty of perjury, that the foregoing is true and correct. Executed on , October , 26 _ , 199 o at Costa Mesa, Califomia- _C__XJZ "_ Q��_ Sign re r ��-•mot✓-� r�/� 9/j c� Plf$EIC KTICE NOTICE OF HEARING DISPOSITION i DEVELOPMENT AGREEMENT kEWCOMB-TILLOTSON DEVELOPMENT COMPANY On November S. 1990 at 7:00 p-m. or as soon there - otter as the matter may be heard, at the City Coun.11 Chambers located at 2000 beam Street, Huntington Beach, CaVornie, the City Council Of the Cry of Hunl- jngton Beach and the Re- kjevelopment Agency of the City of Huntington Beach %III hold a Joint public hearing 10 consider approval of Dis- position and Developme it Agreement (the "AgreA- menl") by and among the Redevelopment Agency of theCltyof Huntington Beach (the "Agency") and New. comb -Tillotson Develop- ment Co. Such agreeme-it references the project known as "Third Block 'West-- bounded by Klan street. Olive Avenue, S'h Street and Orange Avenue within the Main -Pier Flu - development PrOWI aret. The proposed Agreement and a staff report including a summary of the Agreement Is available for public " Specl*n at the Ol1tLe of it City Clerk, 2COO Main Street, PROOF OF PUBLICATION PII UC NOTICE Huntington Beach, Call- lornia. Should you desue further Information Concern} Ing this matter, kindly Cali Stephen Kohler at (114: 536-5542. NOTICE OF PREPARATION OF DRAFT NEGATIVE DECLARATION Dd"WTION A TILtOT80N DEVELOPMENT COMPANY Notice IS hr-reby given that the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency") .has Completed In Initial Study of the project Contemplated by the Dis- pos:lion and Development Agreement proposed to be entered Into by the Re- development Agency of the City of Huntington Beath and Newcomb-Tiaotson De- Yelopment CO. (the -'Pro- t'I in accordance with the ilornla Guideline! Im- ppte"ming the Calfornia Environmental Quality Act. This Initial Sl ,dy was under- taken lot the purpose of deeding whe!her the Project may have SigmliCant enact on the environment- On the basis o1 sucn Initial Study, the Agency staff has con- cluded that the Project will nal have a significant e'tect on the environment, and has therefore prepared a Drat Negallve Declaration, Copies 01 the initial Study and Draft Negative Deciar- abon are On f le at the Agen- cy Offices et 20DO Main Street, Huntington Beach, California and are available for public review. At Its meet- Ing on November 5. 19BD at 7:00 p m.. the Agency and the Huntington Beacn City Council (the "City Council*) will consider the Project and tt,e Vail Negative Declar- ation. It the Agency and City Counciltind that the project wJl not have a Significant ef- fect on the environment. It may adopt the negative Dec- laration_ This means that the Agency and City Council may proceed to Consider the Project without the prep- aralion of an Environmental Impact Report. Any person wishing to CO'nment on this matter must submit such comments. in writing, 10 the Agency prior to the Start of the meeting. By: Connie Broelrway. Clly Clerk, City of Iluwl- tngton Gooch Published Orange Ccas: Dotty Pilot Oclobef 19. 26.1 1990 F843 i DISPOSITION AND DEVELOPMENT AGREEMENT (THIRD BLOCK WEST) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AND NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, AGENCY DEVELOPER TABLE OF CQNTFNTS I. [S10o] SUBJECT OF AGREEMENT A. [$loll Purpose of Agreement B. [5102] The Redevelopment Plan C. [5103] The Site D. [5104] Parties to the Agreement 1. [5105] The Agency 2. [5106] The Developer 3. [5107] Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of the Site E. [5108] Representations by the Developer F. [Slog] Good Faith Deposit II. [5200] DISPOSITION OF THE SITE A. [5201] Assembly of the Site B. [5202] Escrow C. CS2033 Conveyance of Title and Delivery of Possession D. [5204] Form of Deed for the Conveyance E. [5205] Condition of Title F. [5206] Time for and Place for Delivery of Deed G. [§207] Recordation of Documents; Disbursement of Funds H. [5208] Title Insurance I. [5209] Taxes and Assessments J. [5210] Occupants of the Site K. [5211] Condition of the Site L. [5212] Preliminary work, (i) M. [§213] Conditions Precedent to the Conveyance N. [5214] General Plan Designation and Zoning of the Site; Subdivision Map Approval O. (5215] Submission of Evidence of Financing Commitments and Loan Closing P. [5216] Relocation III. [5300] DEVELOPMENT OF THE SITE A. [§301] Development of the Site 1. [5302) Scope of Development 2. [5303] Site Plan 3. [5304] Construction Drawings and Related Documents 4. [5305] Review and Approval of Construction Drawings and Related Documents 5. [§306] Cost of Development 6. [5307] Demolition of Site 7. [5308] Construction Schedule 8. [§309] Indemnity, Bodily Injury and Property Damage Insurance 9. [5310] City and Other Governmental Agency Permits 10. [5311] Rights of Access 11. [5312] Local, State and Federal Laws 12. [5313] Anti -Discrimination B. [5314] Mortgage, Deed of Trust, Sale and Lease -Back Financing; Rights of Holders 1. [5315] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease -Back for Development 2. [§316] Holder Not Obligated to Construct Improvements 3. [5317] Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure (ii) ON 4. [S318] Failure of Holder to Complete Improvements 5. ES3193 Right of the Agency to Cure Mortgage or Deed of Trust Default C. [S320] Right of the Agency to Satisfy Other Liens on the Site After Title Passes D. [S321] Additional Amendment E. [S322] Certificate of Completion IV. [S400] USE OF THE SITE A. [S401] Construction of Improvements B. [S402] Affordable Housing C. [S403] Parking Garage D. [S404] Retail and Office Development E. [S405] Uses in Accordance with Redevelopment Plan; Nondiscrimination F. [S406] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction V. ES5003 DEFAULTS AND REMEDIES A. [S501] Defaults -- General B. [S502] Legal Actions 1. [S503] Institution of Legal Actions 2. [S504] Applicable Law 3. [S505] Acceptance of Service of Process C. [S506] Rights and Remedies Are Cumulative D. [S507] Inaction Not a Waiver of Default E. [S508] Remedies and Rights Prior to Conveyances 1. [S509] Damages 2. CS5103 Specific Performance t..W 3. [5511] Termination by the Developer Prior to the Conveyance 4. [$512] Termination by the Agency Prior to the Conveyance F. [§513] Remedies of the Parties for Default Under the Conveyance 1. [5514] Termination and Damages 2. [5515] Action for Specific Performance G. [5516] Reentry and Revesting of Title in the Agency After the Conveyance VI. [S600] GENERAL PROVISIONS A. ES6013 Notices, Deman3s and Communications Between the Parties B. [5602] Conflicts of Interest C. [5603] Enforced Delay, Extension of Times of Performance D. [5604] Non -Liability of Officials and Employees of the Agency and the Developer E. [5605] Entire Agreement, Waivers, Consent and Approval F. [5606] Memorandum of Agreement VII. [5700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY (iv) LIST OF ATTACHMENTS 1. SITE MAP 2. LEGAL DESCRIPTION OF SITE 3. SCOPE OF DEVELOPMENT 4. FORM OF PROMISSORY NOTE 5. FORM OF DEED OF TRUST 6. SCHEDULE OF PERFORMANCE 7. GRANT DEED 8. GEOREMEDIATION REPORT 9. CERTIFICATE OF COMPLETION 10. COVENANTS, CONDITIONS AND RESTRICTIONS 11. MEMORANDUM OF AGREEMENT (v) DISPOSITION AND DEVELOPMENT AGREEMENT (THIRD BLOCK WEST) This Disposition and Development Agreement ("Agreement") is entered into as of the 5th day of March, 19911 ("Effective Date") by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency") and NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership (the "Developer"). The Agency and the Developer hereby agree as follows: I. (5100] SUBJECT OF AGREEMENT A. [S101] Eurnose of Agreement 1. 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 improvement of certain property situated within the Project Area (the "Project Area") of the Project, by assisting in the assembly, disposition, and development of that real property. The Project is to be developed as a mixed use project, with sixty-eight (58) one and two bedroom residential condominium units (a specified number of which shall be restricted to sale to buyers of low to noderate income at an Affordable Housing Cost, as more specifically provided in Section 401 of this Agreement), a retail development of approximately ten thousand (10,000) square feet, office space of approximately eight thousand (8,000) square feet, a food market of approximately ten thousand (10,000) square feet, and a parking facility containing approximately two hundred ninety-eight (298) parking spaces for private use and exactly eighteen (18) spaces for public use, with the exact number of private parking spaces to be determined in the manner set forth in this Agreement. These improvements and certain other improvements to be constructed by the Developer constitute the "Improvements," as more specifically defined in Section 302 of - this -Agreement.- Pursuant ,to this Agreement; 'a -certain portion of the Project Area, hereinafter identified as the Site on the Site Map (as the terms are hereinafter defined), shall be developed and improved by the Developer in accordance with the terms of this Agreement. This Agreement is intended to set forth a comprehensive plan for development of the Site, including the nature, design, processing, financing and construction of the Improvements, for the mutual benefit of the Agency and Developer. The disposition and development of the Site as provided in this Agreement are in the vital and best interests of the City of Huntington Beach (the "City") and the health, safety, morals and welfare of its residents, and are in accord with the public purposes and provisions of all applicable state and local laws and requirements under which the Project has been undertaken. fA&tS%PkrJ191,0682E0 ,WP May 16. 1991 (1) B . [ 5102 ] The EedeveLoopir.ent Plan The Redevelopment Plan for the Project Area was approved and adopted by Ordinance pro. 2578, as amended by Ordinance No. 2634, of the City Council of the City of Huntington Beach. Such ordinances and the Redevelopment Plan as approved and amended (the "Redevelopment Plan") are incorporated herein by reference. Prior to issuance of a Certificate of Completion for the entire Site, the Agency agrees not to amend, modify, or change the Redevelopment Plan for the Project Area in a manner that would affect the uses or development permitted on the Site, the restrictions or controls that apply to the Site, or any other aspect of the use and enjoyment of the Site in the manner contemplated by this Agreement, without the prior written consent of the Developer. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of Developer. C. [5103] The Site The Site is that portion of the Project Area so designated on the Site Map which is attached hereto as Attachment No. 1 and incorporated herein by reference. The Site is de- scribed in the "Legal Description" which is attached hereto as Attachment No. 2 and incorporated herein by reference. The Site consists of the following parcels of property (collectively, the "Parcels"), which are identified on the Site Map: (i) those certain parcels owned by the City and the Agency (the "Agency Parcels"); those certain parcels owned by one or more third parties (the "Third Party Parcels"); and that certain property, consisting of public alley located within the Site, which will be vacated and abandoned by City and conveyed to the Developer in connection with redevelopment of -the Site (the "Alley Parcel"). it is understood by the Agency and Developer that the existing Site will be subdivided substantially in accordance with that certain Tentative Tract Map No. 14352 (the "Subdivision -Map") -submitted by the -Developer to City. The -legal lots created as a result of that subdivision (collectively, the "Lots") will consist of separate legal lots containing retail, market and office uses (the "Commercial Lots") and a lot containing residential condominium improvements (the "Residential Lot") . D. [5104] Part es to _the_Agreement 1. [S105] The Agepa 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 f.%&uIrkIU1%0682rM3.KY I&y 16, 1"1 (2) the State of California. The principal office of the Agency is located at 2000 Main Street, P.O. Box 190, Huntington Beach, California 92648. "Agency", as used in this Agreement, includes the Redevelopment Agency of the City of Huntington Beach and any and all assignees of or successors to its rights, powers and respon- sibilities. Whenever the Agreement refers to approvals or other actions to be taken by the Agency, such approval or other action may be performed by the Executive Director of the Agency or his or her designee. 2. [51061 The Developer The Developer is Newcomb -Tillotson Development Company, a California general partnership. The principal office and mailing address of the Developer for purposes of this Agreement is 2800 Lafayette Avenue, Newport Beach, California 92663, Attention: John Newcomb. The general partners of Newcomb - Tillotson Development Company are K/W Realty Group Limited Partnership, a Delaware limited partnership, and NIT Development Company, a California general partnership. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assign- ees, or successor: in interest to the rights and obligations of the original Developer provided for by this Agreement. 3. [§107] Prohibition Against _CbAnge__in Ownershin. Management�Aed - Contro of Developer -and Prohibition Against Transfer of the Site The qualifications and identity of the Developer are of particular interest to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. Consequently, prior to Agency's issuance of a Certificate of Completion with respect to the Site, or, as to each Lot within the Site, prior to the Agency's issuance of a certificate of Completion with respect to such Lot, (as provided in Section 322 below), no person, whether a volun- tary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement, nor shall the Developer assign all or any part of this Agreement or the Site, without the 1.W+u%pubr329%0692EM.%%? WY 16. M (3) V prior written approval of the Agency (except as provided below). A voluntary or involuntary sale or transfer of any interest in the Developer or the Site shall be deemed to constitute an assignment or transfer for the purposes of this Section 107, and, except as provided below, the written approval of the Agency shall be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, in violation of this Section, shall be absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. 'The Agency agrees that it will not unreasonably withhold approval of any assignment requiring its consent. Notwithstanding the foregoing, Developer shall be entitled to make an assignment which consists of a mortgage, deed of trust, sale and lease -back, or other form of conveyance for financing, provided that such assignment is made to a lender approved by the Agency pursuant to Section 215 of this Agreement and is for the purpose of securing a loan of funds to be used solely for financing the direct and indirect costs of construct- ing and operating the Improvements, including without limitation, any hard or soft construction costs, interest, fees, points, reserves or other financing costs, and all costs of planning, designing, constructing, developing, leasing and operating the Improvements to be constructed by the Developer with respect to the Site. Notwithstanding any other provision of this Agreement to the contrary, Developer shall also be entitled, without Agency approval, to make an assignment, sale or transfer of this Agreement (or a portion thereof), the Site (or a portion thereof), or any interest in the Developer, in connection with any of the following: a. The conveyance or dedication of any portion of the Site to the City of Huntington Beach or any other governmental, public, or quasi -public entity, body or agency, including all public utilities, where such conveyance or dedication facilitates the development of the Site. b. A transfer of the Site, or any Improvements thereon, and/or the assignment of this Agreement to an entity over which the Developer, a general partner of Developer, or a wholly owned affiliate of the Developer exercises operational and managerial control, if (i) the purchaser and/or assignee agrees to be bound by the provisions of this Agreement and any other agreements that the Developer and Agency have executed in connection with the Project, and (ii) the Developer, a general partner of the Developer, or a wholly owned affiliate of the f.%A,U�pubR91%0682rM3.%%? Miy 16, 1991 (4) Developer holds pore than a fifty percent (50%) interest in the profits and losses of such purchaser or assignee. c. Any transfer resulting from the death or mental or physical incapacity of any individual. d , Any transfer to a family member or in trust for purposes of estate planning considerations, provided that an existing general partner of the Developer, or any general partner of such general partner, shall retain exclusive operational management and control of the development of the Site and shall remain responsible for the obligations of Developer hereunder. e. Any transfer of the Site or any part thereof or interest therein, as a result of the judicial or non -judicial foreclosure (or conveyance in lieu thereof) of any encumbrance authorized by this Agreement. f. Any transfer to a lender approved by the Agency in accordance with the right of such lender under its approved encumbrance to acquire an interest in the Site, the Developer or this Agreement. g. Any transfer resulting from the leasing to occupancy tenants of that portion of the Improvements to be occupied by such tenants. h. The sale of individual condominium units, the conveyance of common area and easement rights in connection therewith, and the conveyance of fee and easement interests between Developer and the homeowners association to be created in connection with such condominium interests; provided, that no sale of an individual Condominium shall close prior to the issuance of a Certificate of Completion for the Residential Lot. i. The transfer to the Agency of the Agency Parking Spaces to be conveyed to the Agency pursuant to the provisions of Section 403 of this -Agreement. J. Any transfer of an interest in the Developer as long as an existing general partner of the Developer retains operational management and control over development of the Site, provided such transfer does not affect more than sixty percent (60%) of the existing interests in the Developer and the Developer shall remain responsible for the obligations of Developer hereunder. k. Any transfer of an interest in the Developer resulting from a sale of publicly traded stock. r:1d++.�pub113191D6EZT001.v�'P 'PUY 16. 1") (5) NIIO� No assignment of the Developer's obligations with respect to the Site for which Agency approval is required, specifically excluding assignments for financing purposes and the types of assignments identified above in subparagraphs (a) and (c) through (k), inclusive, shall be effective unless and until the proposed assignee executes and delivers to the Agency an agreement in form reasonably satisfactory to the Agency's attorney assuming.the obligations of the Developer which have been assigned. Thereafter, the assignor shall remain responsible to the Agency for performance of the obligation assumed by the assignee unless the Agency releases the assignor in writing or all of the requirements in this Section 107 are fully satisfied and the assignor is not then in default under this Agreement, in which case the assignor shall remain responsible to Agency for performance of the obligations arising prior to the effective date of the assignment or transfer, and shall be released only from any obligation.or liability arising subsequent to the effective date of that assignment. No consent or approval by the Agency of any -assignment or transfer requiring the Agency's approval shall constitute a waiver of the provisions of this Section 107 with respect to subsequent transfers, The Agency shall approve or disapprove of any proposed assignee which requires Agency approval within fifteen (15) days after Agency's receipt of a written request therefor. Any disapproval shall be in writing, shall specify the reasons for the disapproval and any steps that must be taken by Developer to secure such approval. The restrictions of this Section shall terminate upon issuance by the Agency of a Certificate of Completion for the entire Site or, as to each Lot within the Site, upon the issuance by the Agency of a Certificate of Completion with respect to said Lot. E. [5108] lRe reseptations by the Developer The Developer -represents and -warrants to the Agency as follows: 1. The Developer is duly established and in good standing under the laws of the State of California and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. 2. The Developer does not have any material contin- gent obligations or any material contractual agreements which could materially and adversely affect the ability of the Develop- er to carry out its obligations hereunder. UW&t&*b1,919%0662E003.%%? May 16, 1991 (6) to.) 1%.►) 3. There are no material pending or, to Developer's best knowledge, threatened, legal proceedings to which the Developer is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency, which could materially and adversely affect the ability of the Developer to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, requesting the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowl- edge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. Each of the foregoing items 1 to 4, inclusive, shall be deemed to be an ongoing representation and warranty and shall continue in effect until issuance of a Certificate(s) of Comple- tion for the Site. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items 1 to 4, inclusive. F. [slog] Good,gaith Deposit The Developer has, prior to the approval of this Agreement by the Agency, delivered to the Agency a good faith deposit in the amount of Fifty Thousand Dollars ($50,000) (the "Developer Deposit") as security for the performance of the obligations of the Developer to be performed prior to the return of the deposit to the Developer, or its retention by the Agency as liquidated damages in accordance with the provisions of this Agreement. The Developer Deposit, at the option of the Developer, may be in the form of: (i) cash; (ii) cashier's or certified check; (iii) letter of credit; (iv) guaranty; or (v) other security acceptable to the Agency. If the Developer elects to post a letter of credit, guaranty or other security, it shall be in a form acceptable to Agency in its reasonable discretion and shall be issued by a financially responsible institution or entity. Agency hereby acknowledges and agrees that Westinghouse Credit corporation is a financially responsible entity and an acceptable issuer of the letter of credit, guaranty or other security. The Developer may change the form of the deposit from time to time, at its option, to any other of the permitted forms of deposit. The deposit, if cash or certified or cashier's check, shall be deposited in an interest -bearing account of the Agency in a bank or trust company selected by it. If, notwithstanding the foregoing, Agency fails to deposit the cash f:rd.1a1pubPJ19%0692ED03.%%? May 16. M (7) in an interest -bearing account, Developer shall notify Agency in writing of such failure, and Agency shall have fifteen (15) days after receipt of such notice to transfer such deposit to an interest -bearing -account. Agency shall have no liability to Developer for failure to maintain such deposit in an interest - bearing account until expiration of that fifteen (15) day period. Upon termination of this Agreement as provided in Section 512(a)-(d), (f) or (g) of this Agreement, the Developer Deposit, including all interest payable thereon, or, if a letter of credit, guaranty, or other security, the proceeds thereof, shall be retained by the Agency as provided therein. Upon termination of this Agreement as provided in Section 511 or 512(e) of this Agreement, the Developer Deposit, and all interest thereon not previously released to Developer, shall be returned to the Developer by the Agency, as provided therein. The Agency shall be under no obligation to earn any minimum rate of interest on the Developer Deposit. Upon - termination of this Agreement, interest earned shall be retained by or returned to the party entitled to the Developer Deposit at that time. If the "Conveyance" (as defined in Section 202) is effected, the Agency shall immediately return the Developer Deposit (together with any interest earned thereon not previously released to Developer) to the Developer. II. [S200] DISPOSITION OF THE SITE A. [S201] Assembly of the Site 1. The Agency agrees to negotiate to acquire the Third Party Parcels and, if negotiations are unsuccessful, to conduct appropriate proceedings for the consideration of resolu- tions of necessity relative to the -acquisition of the Third -Party Parcels by the use of eminent domain, provided that the Developer is not then in material default of this Agreement (unless the Developer is in the process of curing such default). Subject to extensions pursuant to Section 603, the Agency shall exercise its best efforts to complete the acquisition of the Third Party Parcels as soon as practicable following adoption of the applica- ble resolution(s) of necessity. The Developer acknowledges that this Agreement shall not affect in any manner the conduct of any actions which may be taken by the Agency in connection with its consideration of the applicable resolution(s) of necessity and that the Agency retains full discretion concerning the adoption of such resolutions. f-.Wsu1pubr319%0692EW3.K? 34! 16. 1991 (8) Following adoption of the resolutions of necessity applicable to the Third Party Parcels, except as provided in the succeeding sentence, the Agency shall no longer be entitled to abandon the eminent domain proceedings with respect to the Third Party Parcels and shall have a contractual obligation to Developer to pursue such proceedings to completion, including pursuit of any appeal necessary to establish Agency's title to the Third Party Parcels. Notwithstanding anything in the preceding sentence to the contrary, the Agency shall not be obligated to condemn the Third Party Parcels if it is unable, following exhaustion of all available appeal rights, to establish its right to take the Third Party Parcels under the applicable provisions of the law of eminent domain. The Agency shall pursue all steps necessary to establish its right to take the Third Party Parcels at the earliest possible time following the filing of the actions for condemnation of the Third Party Parcels. in order to complete its assembly of the Site, the Agency shall, in accordance with Section 203 below and the Schedule of Performance, (i) acquire title to those lots comprised within the Agency Parcels which are presently vested in City and (ii) cooperate in the vacation by the City of the Alley Parcel. The Agency agrees to use its best efforts to cause the City to undertake or cause to be undertaken and diligently pursue or cause to be pursued all hearings and other actions necessary to cause vacation of the Alley Parcel prior to the Conveyance. The Agency further agrees, promptly upon vacation of the Alley Parcel, to use its best efforts to assemble and obtain the conveyance, as necessary, of all interests required to vest the Agency with fee simple marketable title to the Alley Parcel in accordance with this Agreement so that the Agency will be in a position to vest such title in the Developer as a result of the Conveyance. The Agency shall use its best efforts to cause the City to take all actions and execute all documents necessary to cause title of those Agency Parcels vested in the City to be transferred to the Agency within the time provided in the Schedule of Performance (Attachment No. 6). 2. Notwithstanding any other provision of this Agreement to the contrary, if at any time prior to the Agency's acquisition of title to all of the Third Party Parcels in the condition for conveyance as required herein, the Agency provides to the Developer a copy of an order of Prejudgment Possession as to the portion of the Third Party Parcels for which fee title has not yet been acquired, and a. the Agency delivers to Developer possession of all of the property which comprises the Third Party Parcels; f.►datepub11319.0682E003.%%? May I6, 1"I (g) �wi b. the Agency is diligently proceeding with the eminent domain action(s) seeking the rendering of a final judgment and order as to any portion of the Third Party Parcels for which title has not yet been acquired, which judgment and order would authorize the taking; co the right of possession conveyed by the Agency to the Developer and the form and finality of -the order of Prejudgment Possession are sufficient to enable the Developer to obtain a title insurance policy in the form required -by this Agreement and in the form required to close its construction and permanent financing for the Site; d. the Developer has completed investigation of the Site, including the Third Party Parcels, for the presence of Hazardous Substances, the remediation of all Hazardous Substances located on the Site has been completed, and the clearance of the Site has been completed; and e. all Conditions Precedent to Conveyance of the Site to the Developer (other than Agency's acquisition of title to the Third Party Parcels) have been satisfied (or waived by the party benefitted by such condition); then, subject to conveyance of title to the balance of the Site to Developer in the condition required by this Agreement, the Agency shall convey and the Developer shall accept title to the portion of the Third Party Parcels that the Agency owns and possession of the remaining portion of the Third Party Parcels, and the Developer shall proceed with the development of the Site, with the date of transfer of possession from the Agency to the Developer treated the same as the date for Close of Escrow (as the term is hereinafter defined) for purposes of the Developer's obligation to proceed with and complete construction of the Site Improvements. notwithstanding anything in this Agreement which is or appears to be to the contrary, Agency shall not obtain an order for Prejudgment Possession with respect to the Third Party Parcels with any -funds advanced by Developer, unless (i) -it-shall have previously secured a written commitment from the Title Company, in a fore acceptable to the Developer, to issue the title policy required by Section 201[2)(c) above based upon such order, (ii) Agency's right to take the Third Party Parcels in the eminent domain litigation has been conclusively and finally established by determination of the court, (iii) the Developer has completed investigation of the Site, including the Third Party Parcels, for the presence of Hazardous Substances and the Deposit of Probable Compensation required in connection with the Order of Prejudgment Possession has been appropriately adjusted as a result thereof, (iv) Developer has provided Agency with the evidence of financing required by section 215 of this Agreement, f,%&-p0PJ194682EM.V1P may 16, 1"1 (10) and (v) all conditions to posting of the Acquisition Security set forth in Section 201[4] below have been satisfied. 3. Upon the request of Orange Coast Title (the "Title Company"), the Agency shall execute an indemnification agreement in the form required by the Title Company and reasonably satisfactory to -the Agency by which the Agency shall agree to indemnify the Title Company for any losses, damages, and expenses incurred by the Title Company in the event of the Agency's abandonment of the eminent domain proceedings; provided, if Title Company and Agency cannot agree on a mutually acceptable form of indemnification, then the Conveyance shall not occur until Agency acquires title to the Third Party Parcels and is in a position to convey title to the entire Site to the Developer in the condition required by this Agreement. In connection with Agency's indemnification of Title Company, the Developer agrees to indemnify, defend and hold the Agency harmless if the Agency's abandonment of the eminent domain proceedings is justified because of a material default by the Developer hereunder which is not cured within the period provided in Section 501 below; provided that, notwithstanding Developer's material uncured default under this Agreement, Agency shall not abandon the condemnation of the Third Party Parcels if completion of the condemnation is consistent with mitigation of the damages suffered by Agency as a result of such default. The Developer and the Agency each agree to pay one-half (1/2) of any additional premium or other charge imposed by the Title Company in connec- tion with issuance of the title policy which results from the Agency's election to transfer all or a portion of the Third Party Parcels pursuant to the Order(s) of Prejudgment Possession. In the event that the Title Company declines to issue a title insurance policy under such circumstances, the Site Conveyance shall not occur, and the Developer's obligation to commence and complete the construction of the Site Improvements shall not commence to run until the Agency has acquired title to all of the Third Party Parcels and title to the entire Site is vested in the Developer in accordance with Section 205 herein. 4. Prior to the execution of this Agreement, the Agency has caused to be prepared and delivered to the Developer an acquisition appraisal (the "Acquisition Appraisal") for the Third Party Parcels dated May 9, 1990. The Developer has approved such Acquisition Appraisal and is prepared, subject to the other terms and conditions set forth herein, to advance up to One Hundred and Fifty Percent (150%) of the amount of such Acquisition Appraisal toward the cost of the acquisition of the Third Party Parcels. Within the time set forth below, the Developer shall deliver to the Agency two irrevocable letters of credit, guaranties., or other form of security (the "Acquisition Security"), in a cumulative amount equal to One Hundred and Fifty Percent (150%) of the Acquisition Appraisal, which shall be r:►e��u��rsi9~o�szr000.kr �,� �6, tssi (11) payable to the Agency and in a form acceptable to the Agency's counsel, in its reasonable discretion. The Acquisition Security shall be drawn upon or issued by a bank or other financial institution authorized to do business in the State of California or other responsible financial institution or entity, which has been approved by the Chief of Administrative Services for the City (who shall act reasonably in making such determination). Consistent with Section 109 above, Westinghouse Credit Corporation is also hereby approved by the Agency as an acceptable issuer or provider of the Acquisition Security required by this Section. The Acquisition Security shall be conditioned for payment to the Agency upon demand by its Executive Director or authorized designee for payment of the Agency's Acquisition Costs (as hereinafter defined) incurred with respect to the Third Party Parcels. The first installment of the Acquisition Security shall be in the amount of thirty percent (30%) of the appraisal price reflected in the Acquisition Appraisal and shall be delivered to the Agency not more than thirty (30) days after the later of (i) completion of the environmental assessments of the entire Site, including the Third Party Parcels, in accordance with Section 211, and (ii) adoption of the resolution(s) of necessity authorizing condemnation of the Third Party Parcels. The second installment of the Acquisition Security shall be delivered not more than thirty (30) days after the later of (i) satisfaction of the conditions to posting of the first installment of the Acquisition Security, and (ii) conclusive confirmation of the Agency's right to take the Third Party Parcels pursuant to its condemnation powers has been established. The Second Installment of the Acquisition Security shall be in an amount equal to One Hundred Twenty Percent (120%) of the appraisal price reflected in the Acquisition Appraisal. In addition to the conditions stated above, no portion of the Acquisition Security shall be required to be posted or submitted until Agency has provided Developer evidence, which is reasonably acceptable in form and content to Developer, demonstrating that the Agency has available and has taken all steps necessary to commit the funds necessary to discharge Agency's obligation to -pay to Developer the Parking Space Purchase Price in accordance with Section 403 below. 5. The Developer shall advance to the Agency up to One Hundred and Fifty Percent (1501) of the appraisal price reflected in the Acquisition Appraisal toward the Acquisition Costs incurred by the Agency for acquisition of the Third Party Parcels; provided, that (except as provided in the last paragraph of this Section 201(5)), Developer shall not be required to make any further advance of Acquisition Costs following the Conveyance of the Site to Developer. The Agency shall submit written invoices to the Developer, together with such other written documentation supporting such invoices as may be reasonably requested by the Developer, to evidence the Acquisition Costs r:►bEepar3M0682F:0 AT 14Y 16, 1991 (12) incurred by the Agency. Such Acquisition Costs, up to the maximum amount specified above, shall be due and payable from Developer to Agency concurrent with the earlier of (i) funding of the deposits necessary to secure the Orders of Prejudgment Possession for all of the Third Party Parcels or (ii) receipt of a final judgment and order authorizing the taking of the Third Party Parcels: If the Developer fails to timely pay these Acquisition Costs when due, the Agency may make a direct demand on the Acquisition Security posted pursuant to Section 201[4], but shall not otherwise draw upon or proceed against such security. If the Acquisition security is in the form of letters of credit or guaranties, the Developer shall renew or obtain a substitute letter(s).of credit or guaranties (meeting the same requirements for the initial Acquisition Security) within forty- five (45) days prior to expiration thereof or the Agency, upon fifteen (15) days written notice to the Developer, shall be entitled to demand full payment under the existing letters of credit or guaranties. Any proceeds received by Agency as a result of its demand upon these letters of credit or guaranties shall be held by the Agency, in trust for application to the Acquisition Costs to be financed by the Developer. Any amounts not applied to such Acquisition Costs shall be returned to the Developer. If following such draw upon those letters of credit or guaranties, the Developer supplies Agency with a substitute letter(s) of credit or guaranty in the amount of the Acquisition Security drawn, the Agency shall return to Developer the cash received by Agency as a result of its demand upon the original letters of credit or guaranties and shall accept, in replacement thereof, the new letter(s) of credit or guaranties submitted by Developer. Agency agrees, from time to time, upon request by Developer to reduce the amount of the Acquisition Security by an amount equal to the Acquisition Costs previously advanced by Developer (and for which no reduction in the Acquisition Security has previously been recognized). In any event, the Acquisition Security shall be surrendered by the Agency to Developer and Developer's obligation to maintain the Acquisition Security shall be terminated concurrent with the Conveyance of the Site by Agency to Developer or -the Developer's advance of One Hundred'and Fifty Percent (150%) of the appraisal price reflected in the Acquisition Appraisal, whichever occurs first. All amounts advanced by the Developer pursuant this paragraph shall be added to and forts a part of the Developer Loan described in Section 201 (7] and shall be deducted from the purchase price payable to the Agency, as provided in Section 201[8] below. In addition to the amounts specified above, the Developer shall advance to the Agency one-half of the Acquisition Costs incurred by the Agency for acquisition of the Third Party Parcels which are in excess of One Hundred Fifty Percent (150%) of the appraisal price reflected in the Acquisition Appraisal; provided, that such additional advance shall not, in any event, f;VUU*PbM19%0682FA03-%N? May 16. 1"1 (13) l 4 exceed Two Hundred and Fifty Thousand Dollars ($250,000) (the "Additional Acquisition Advance"). Such Additional Acquisition Advance, and each portion thereof, shall bear interest at the rate of eight percent (8%) per annum, accruing from the date advanced until the date repaid to Developer. The additional Acquisition Advance shall, if advanced prior to the Conveyance, be added to and form a part of the Developer Loan described in Section 201 [7], but it shall not be deducted from the Purchase Price at the Close of Escrow. In addition, and regardless of whether advanced prior to or after the Conveyance, the Additional Acquisition Advance shall, together with the Remediation Advance (described in Section 211 [3] below), be added to and form a part of the "Additional Developer Loan" described in Section 201 (10] below, which shall be repaid to Developer at the time(s) and in the manner provided in said Section 201 [10]. 6. "Acquisition Costs" as used herein shall mean all costs reasonably incurred by the Agency after the Effective Date of this Agreement for the acquisition of any of the individual parcels and property interests comprising the Third Party Parcels. Notwithstanding any other provision of this Agreement to the contrary, Acquisition Costs shall exclude the following: a. Agency administrative, overhead, and personnel expense; b. benefits and assistance to be provided to relocate occupants of the Site who may be entitled to such payments; costs relating to the acquisition of rights of surface entry to drill into, through, -and to use and occupy any part of the Site lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances, or minerals; C. expenses incurred to extend certain utilities to the Site and to relocate and underground certain existing utilities on the Site, including public streets and alleys to be abandoned,.as more -particularly described in -the Scope of Development (Attachment No. 3); and d. Agency payments, prior to the final award of compensation in an eminent domain action, to the owner of a parcel or property interest being acquired, to the extent such payments exceed the amount of the approved Acquisition Appraisal for such parcel or property interest as referenced above, unless the Developer shall have agreed in writing to pay such higher amount. Except as specifically limited hereinabove, the Agency's Acquisition Costs shall include, but not be limited to, costs for real estate purchases and option agreements, escrow (MawpaM17,D68280 AT May 16. 1"1 (14) fees and charges, title insurance, court judgments, court costs, attorneys' fees, appraisal fees, and expert witness fees. Agency shall secure' Developer's approval of the special legal counsel to be employed to handle the eminent domain action with respect to the Third Party Parcels, which approval shall not be unreasonably withheld. Developer hereby agrees that William Sheffield would be acceptable legal counsel for handling the eminent domain action. Developer shall be notified of, and allowed to attend and participate in all discussions, hearings or meetings relating to the eminent domain actions, and any appeal or settlement hereof, and Agency agrees to consult with Developer with respect to all such matters, to provide Developer with copies of all memoranda, pleadings, correspondence and other documentation relating to the eminent domain actions, and to reasonably consider any recommendations or requests presented by Developer with respect to such proceedings or matters. Any fees incurred by such special legal counsel, regardless of whether incurred before or after the Effective Date of this Agreement, shall constitute a part of the Acquisition Costs; provided, any such fees incurred prior to the Effective Date of this Agreement shall not exceed a cumulative amount of Fifteen Thousand Dollars ($15,000). The Agency shall exercise all reasonable efforts to conserve funds so as to minimize its Acquisition Costs, consis- tent with its obligations under applicable laws. Agency shall provide Developer, upon Developer's request from time to time, with an accounting of Acquisition Costs incurred to date. During the entire property acquisition process, the Agency and Developer shall informally consult with and inform one another regarding the status of the acquisitions and any matters which may signifi- cantly affect the timing and costs of the acquisition(s). 7. All funds advanced by Developer in connection with acquisition of the Third Party Parcels (together with all other funds advanced by Developer pursuant to this Agreement, including the funds expended -by -Developer -for environmental -assessment of the Site (Section 211[2]) and/or environmental remediation of the Site (Section 211[3]), and/or demolition of all structures and clearance of all improvements from the Site, if applicable (Section 307), shall constitute a loan from Developer to Agency (the "Developer Loan"). The Developer Loan shall be evidenced by a promissory note, in the form of Attachment No. 4 hereto and shall be secured by a first deed of trust, in the form of Attachment No. 5 hereto, encumbering the interest of Agency in the Site (exclusive of the Third Party Parcels), or such portion thereof as the Developer may designate. The Developer Loan shall be immediately payable by Agency to Developer upon the first to occur of the following: (i) Agency's election not to adopt the resolution(s) of necessity necessary to authorize condemnation of (A&u1pa61131%0H2FA3.%%T May 16.1991 (15) the Third Party Parcels within the time provided in the Schedule of Performance (;.ttachment No. 6) or (ii) termination of this Agreement for any reason, other than the Developer's uncured material default. In the event that this Agreement is terminated, and the Developer is in material default of this Agreement at that time, and such default has already continued beyond the cure period provided by Section Sol hereof, then, notwithstanding such termination, the Developer Loan shall not be repayable until Agency conveys all or a portion of the Site, or an interest therein, to a new developer for purposes of redevelopment; provided (i) that Agency shall use its best efforts to locate a successor developer as quickly as possibly, and (ii) the Developer Loan shall, in any event, be due and payable in full one (1) year after the Agency's notice to Developer of the termination of this Agreement. If such obligation is not repaid when due, it shall thereafter bear interest at a rate equal to twelve percent (12%) per annum or the highest rate permitted by law, whichever is less (the "Agreed Interest Rate"). 8. Provided that the Developer is not then in default of this Agreement, and in accordance with and subject to all of the terms, covenants and conditions of this Agreement, Agency agrees, at or before the time established in the Schedule of Performance (Attachment No. 6), to sell to the Developer, and the Developer agrees to purchase from the Agency, the Site. The purchase price for the Site shall be Four Million six Hundred Twenty Thousand Dollars ($4,620,000), less (a) the amount of Eight Hundred Ninety -Two Thousand Six Hundred Seventy -Eight Dollars ($892,678) (the "Excess Off -Site Improvements Deduction"), (b) the amount of funds advanced or incurred by Developer in connection with acquisition of the Third Party Parcels, including, without limitation, all Acquisition Costs advanced by Developer (except for any Additional Acquisition Advance, which shall be repaid in the manner provided in Section 201 110) below), and (c) all costs incurred by Developer pursuant to Section 211 in connection with environmental -•investigation (but-not-remediation), of -the -Site, -and (d) ,the amount of funds advanced or incurred by Developer in connection with demolition of all improvements on and clearance of all improvements from the Site pursuant to Section 307 (including the costs of asbestos removal incurred in connection with the demolition), (the net amount obtained following such reduction is hereafter referred to as the "Purchase Price"). The•Purchase Price will be paid by Developer to Agency in cash at close of Escrow (as hereinafter defined). 9. In addition to the consideration set forth above, the Developer shall pay all of those costs, charges, fees and expenses hereafter expressly provided to be paid by Developer pursuant to this Agreement and shall, at its cost, provide all of U%d&Wr,b11319%0662EW3 %? I&Y 16. 1"1 (16) the Improvements required by this Agreement to be provided by the Developer at its cost. 10. In addition to the Developer Loan described in Section 201 [7] above, Developer.and Agency hereby agree to establish a separate loan account (the "Additional Developer Loan"), which shall be composed of the "Remediation Advance" described below in Section 211 [3] and the "Additional Acquisition Advance" described above in Section 201 [5]. All amounts comprised within the Additional Developer Loan shall bear interest at the rate of eight percent (8%) per annum, accruing from the date advanced by Developer until the date repaid to Developer. Agency hereby agrees to repay the Additional Developer Loan in accordance with the following terms and provisions: (i) within thirty (30) days after receipt of a final judgment of condemnation with respect to the Third Party Parcels, Agency shall pay to Developer an amount equal to the lesser of (a) the excess of Four Million Six Hundred and Twenty Thousand Dollars ($4,620,000) over the sum of (1) the Excess Off - Site Improvements Deduction, (2) the total Acquisition costs (not including the Additional Acquisition Advance) incurred with respect to the Third Party Parcels, (3) the relocation costs incurred with respect to acquisition of the Third Party Parcels (including net costs incurred with respect to acquisition or relocation of fixtures and equipment), (4) demolition costs deducted in connection with calculation of the Purchase Price pursuant to Section 201 (8], and (5) costs of the environmental investigation, which have been deducted in connection with calculation of the Purchase Price pursuant to Section 201 (8], or (b) the outstanding balance of the Additional Developer Loan, including all accrued interest thereon; , (ii) so long as the outstanding balance of the Additional Developer Loan (including all accrued interest thereon) is in excess of Two Hundred and Fifty Thousand Dollars ($250,000),-Agency shall pay to Developer (within thirty (30) days after receipt of the tax increment revenues necessary to establish the araount due), an amount equal to sixty percent (60%) of all tax increment funds received by the Agency which are attributable to the Site; and (iii) so long as the Additional Developer Loan (including all accrued interest thereon) is outstanding in an amount equal to or less than Two Hundred and Fifty Thousand Dollars ($250,000), Agency shall pay to Developer (within thirty (30) days after receipt of the tax increment revenues necessary to establish the amount due), an amount equal to forty percent (40%) of all tax increment funds received by the Agency which are attributable to the Site. f:1d.u1f4bM19'Z61,Qt=.w^Y it.y 16. M (17) V .Agency and Developer shall provide each other with all invoices, work orders, settlement agreements and other. documentation reasonably necessary to establish the amounts described in (i) above, and Developer and Agency shall both use best efforts to cause such expenditures to be minimized so as to preserve the largest possible excess for application against the Additional Developer Loan. All payments received by the Developer with respect to the Additional Developer Loan shall be credited, -first, against all accrued, but unpaid interest, and, thereafter, against the outstanding principal amount of the Additional Developer Loan. Prior to and as a Condition Precedent to the Conveyance, Agency shall provide Developer with a separate note evidencing the Agency obligation to repay the Additional Developer Loan pursuant to the terms hereof. Such note shall be substantially in the form of Attachment No. 4 to the Agreement, modified as appropriate to reflect the terms of repayment of the Additional Developer Loan. At the time of delivery of such note, Developer and Agency shall determine the amount of the Additional Acquisition Advance, if any, and the Remediation Advance incurred to date and shall reflect such amounts in the note; provided that, notwithstanding the entry of such amounts in the note, such amounts shall thereafter be subject to increase up to the maximum Additional Acquisition Advance or Remediation Cost Cap, respectively, for Additional Acquisition Advances or Remediation Costs thereafter incurred, and to the extent not already applied against the Additional Developer Loan, Agency shall make the amount identified in (i) above immediately available for application against such costs thereafter incurred. Notwithstanding anything in this Agreement which is or appears to be to the contrary, if any portion of the Remediation Advance or Additional Acquisition Advance included within the Additional Developer Loan is also included within the Developer Loan and repaid in connection therewith, such repayment shall be credited against the Additional Developer Loan so that there shall not be a double payment of such amounts to the Developer. B. [S202] Escrow .1. The Agency agrees to open an escrow with Orange Coast Title, or -with another mutually acceptable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 6). The escrow described in this Section 202 shall be referred to as the "Escrow," and the initial conveyance of title to the Site, or applicable portion thereof, provided for in this Section 202 shall be referred to as the "Conveyance." The "Close of Escrow" shall refer to the Conveyance and shall occur concurrently with the effectuation of that Conveyance. This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the E1dau'.puD�3�4�.{168YE003.V�T May 15. 1991 (l8) Conveyance, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon, the opening of the Escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 202, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. 2. Upon delivery of the Grant Deed (as hereafter defined) to the Escrow Agent by the Agency pursuant to Section 204 of this Agreement, the Escrow Agent shall record such deed when title can be vested in the Developer in accordance with the terms and provisions of this Agreement. The Grant Deed shall cover the entire Site if the Agency acquires title to the Third Party Parcels prior to the Conveyance. If the Conveyance is made based upon the Agency's right to possession of all or a portion of the Third Party Parcels, then the Grant Deed shall cover the portion of the Site then being conveyed to the Developer pursuant to the Conveyance. In that event, Agency shall, promptly upon acquisition of title to the balance of the Site, submit to the Escrow Agent Grant Deed(s) conveying title to the balance of the Site to Developer. Escrow Agent shall promptly cause the recordation of such Deed(s) and its (their) delivery to Developer, and, in connection therewith, shall allocate all charges and prorations in accordance with the instructions for this Escrow applicable to the original Conveyance. The Developer shall accept conveyance of title and, if applicable, possession of the Site as provided in Section 201. The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Site are not to be transferred. 3. The Developer shall pay into the Escrow the following fees, charges and costs promptly 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 Close of Escrow: a. One-half (1/2) of the Escrow fee; b. That portion of the premium for the title insurance policy to be paid by the Developer as set forth in Section 208 of this Agreement; C. The: Purchase Price in cash; d. Any applicable documentary transfer tax and/or stamps; and f.WsU'rW319'.0682fM3.%%? blow 16, 1991 (19) e. Any other costs customarily allocated to the buyer of real property in the County of Orange. 4. The Agency shall pay into Escrow the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for Close of Escrow: a. One-half (1/2) of the Escrow fee; b. Cost of drawing the deed; c. Recording fees; d. Notary fees; e. That portion of the premium for the title insurance policy to be paid by the Agency as set forth in Section 208 of this Agreement; f. Ad valorem taxes, if any, upon the Site for any time prior to transfer of title; and g. Any other costs customarily allocated to the seller of real property in the County of Orange. 5. The Agency shall timely and properly execute, acknowledge and deliver such deed(s) as are necessary to convey the entire Site in the manner contemplated in Section 201 and Section 202 (2] of this Agreement. Each such deed shall be substantially in the form of the "Grant Deed" which is attached to this Agreement as Attachment No. 7 (and is incorporated herein). 6. The Escrow Agent is authorized to: a.- -Pay and charge the Agency and Developer, respectively, for any fees, charges and costs payable under this Section 202 in accordance with the terms hereof. 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. b. Disburse funds and deliver the deed(s) and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. Funds deposited as part of the Purchase Price shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the initial Grant Deed (Attachment No. 7) contemplated by this Agreement and has delivered to the Developer f:1du4',pubPJ19'A682E003Ak? 1w916, 1991 (20) W" and (if requested by the Agency) the Agency, respectively, a title insurance policy insuring title to the entire Site and conforming to the requirements'of Sections 205 and 208 of this Agreement. c. Record any instruments delivered through this Escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other interest earning general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close on or before the time for conveyance established in Section 206 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no objection is raised within such ten (10) day period, Escrow shall return all money, papers and documents to the party demanding their return. If, notwithstanding the failure of Escrow to close within the -time -provided -in -the -Schedule -of -Performance ;- no demand is made on Escrow for the return of money, papers or documents, the Escrow shall be closed as soon as possible. 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 parties shall secure the agreement of the Escrow Agent 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 notices, demands and communications between the Agency and the Developer. f.%&U pabfl31910682£003.%NT may 16. 1"1 (21) M The liability of the Escrow Agent in the capacity as escrow holder with respect to the Conveyance is limited to performance of the obligations imposed upon it under Sections 202 through 211, inclusive, of this Agreement. C. [§203] C_onyeyange,. 2 t1e and Delivery of Possession Subject to any extensions of time mutually agreed upon in writing between the Agency and the Developer, the Conveyance shall be completed on or prior to the date specified therefor in the schedule of Performance (Attachment No. 6). The Schedule of Performance (Attachment No. 6) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency. The Agency and the Developer agree to perform all acts necessary to the conveyance of title and, if applicable, possession, in sufficient time for title (and possession) to be conveyed in accordance with the foregoing provisions. Without limiting the generality of the foregoing, it shall be a condition precedent to Developer's obligations under this Agreement that the City has taken all steps necessary to cause the portion of the Site vested in City to be timely conveyed to Agency so that Agency will be in a position to convey title to such property to Developer by the time provided in the Schedule of Performance. It shall be a further condition precedent to Developer's obliga- tions under this Agreement that the City shall have caused vacation of the Alley Parcel prior to the Conveyance, and that, concurrent with such Conveyance, record title to the Alley Parcel will be vested in Developer free and clear of all liens, encum- brances, easements, rights, rights of way, claims or other limitations thereon, except for any exceptions to title approved by Developer pursuant to Section 205. Possession shall be delivered to the Developer not later than the conveyance of title, except that limited access shall be permitted before conveyance of title or possession as provided in section 211 of this Agreement. Provided that all conditions set forth in -this Agreement with respect to the Conveyance have been satisfied, the Developer shall accept title and/or possession on or before the date established in the Schedule of Performance (Attachment No. 6) for the Conveyance. D. [§204] Form of Deed far the Conveyance The Agency shall convey to the Developer title to the Site, excepting the mineral rights thereto, in the condition provided in Section 205 of this Agreement by grant deed(s) substantially in the form of the Grant Deed set forth in Attach- ment No. 7. f.%&talpubA319%0682E003.%%? MAY 16. 1991 (22) E. [§205) Condition of Title The Agency shall convey to the Developer fee simple merchantable title to the Site, excepting the mineral rights thereto (but without reservation of any right of surface entry), and said title shall be free and clear of all recorded or unrecorded liens, encumbrances, covenants, assessments, easements, leases, taxes, and other matters affecting title, except for covenants and easements of record which the Developer approves in writing pursuant to the provisions of this section, the Redevelopment Plan, and the provisions contained in the Grant Deed (Attachment No. 7). The condition of title shall be compatible with and not preclude development of the Improvements. The Developer has, prior to the execution of this Agreement, obtained a current preliminary title report (the "Preliminary Title Report"), together with copies of all documents reported as exceptions in the Preliminary Title Report (collectively the "Title Documents") for the Site.. Developer shall notify Agency, in writing, within ten (10) days after the Effective Date of this Agreement of Developer's reasonable disapproval (the "Disapproval Notice") of any exceptions to title shown therein. Failure of Developer to notify Agency of any disapproval of exceptions shall be deemed approval of the Preliminary Title Report; provided, that, in any case, all mortgages, deeds of trust or other like monetary encumbrances shall be deemed disapproved and Developer shall not be required to accept the Site subject to any such liens. If Developer gives the Disapproval Notice to Agency, Agency shall notify Developer in writing within ten (10) working days after receipt of the Disapproval Notice whether Agency elects to correct or remove the matters disapproved by Developer. If Agency fails to notify Developer of its election within said ten (10) day period, Agency shall be deemed to have elected not to correct or remove such matters. If Agency elects to correct or remove such matters, Agency shall complete correction or removal of•such-matters not -later -than the Conveyance of -the Site. If Agency elects not to correct such matters or is deemed to have elected not to correct such matters, Developer shall, within ten (10) working days after receipt of the notice of Agency's election or the date of the Agency's deemed election, whichever is applicable, elect either to (a) terminate this Agreement, and, in such event, the parties shall have no further liability to each other hereunder, or (b) accept the Site subject to the uncorrected matter. Developer's failure to give written notice concerning its election between alternatives (a) and (b) above on or prior to expiration of said ten (10) day period shall be construed and deemed to be an election of alternative (a) by Developer. Upon such termination, the Developer Deposit and all t:1d.AIrMal9',D682EM.WP May 16, 1991 (23) k) other security posted or advances made by Developer shall be immediately returned and repaid to Developer. The Agency will reserve and except from the Conveyance all interests in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Site lying more than 500 feet below the surface thereof for any'and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however, any right to use either the surface of the Site or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. F. [5206) Time for and Place of Delivery of ,Deed Subject to any mutually agreed upon extension of time, the Agency shall deposit the Grant Deed (Attachment No. 7) with the Escrow Agent on or before the date established for the Conveyance pursuant to the Schedule of Performance (Attachment No. 6) . G. [§207) Recordation of Documents: Disbursement_o Funds The Escrow Agent shall file the Grant Deed for recorda- tion among the land records in the Office of the County Recorder for Orange County, and shall deliver the balance of the Purchase Price (concurrent with the Conveyance) to the party entitled thereto after delivery to the Developer of a title insurance policy insuring title in conformity with Section 205 of this Agreement. H. [5208] Title Insurance Concurrently with recordation of the initial Grant Deed (Attachment No.-7)-conveying title to the -applicable -portion -of the Site, the Title Company shall provide and deliver to Developer a title insurance policy issued by the Title Company insuring that the title to the entire Site is vested in Developer in the condition required by Section 205 of this Agreement. The Title Company shall provide the Agency with copies of the title insurance policies and the title insurance policies shall be for the amount of Four Million Six Hundred and Twenty Thousand Dollars ($4,620,000). The Agency shall bear a share of the cost of the title insurance policy equal to the sum of (i) the cost of a standard CLTA policy with coverage in the amount specified above, and (ii) one-half (1/2) of the additional cost above the cost of such CLTA policy, if any, resulting from Agency's election to proceed pursuant to an order of Prejudgment f%"u"br3W0682I:003.IY%? I&Y 14. 199t (24) Possession rather than delaying the Conveyance until after the acquisition of title to the entire Site. All additional costs incurred for or related to such title insurance shall be borne solely by the Developer. The Developer may, at its option and at its cost, obtain coverage in excess of the amount specified above, secure any endorsements to its CLTA form of policy, or secure an ALTA form of policy, rather than the CLTA policy. I. [§2093 Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site levied, assessed or imposed for any period prior to the Convey- ance shall be borne by the Agency, and any of such taxes and assessments imposed after the Conveyance of the Site shall be borne by the Developer and its successors and assigns. After the Conveyance of the Site to Developer, Developer shall pay when due all real estate taxes and assessments on the Site so long as Developer retains an interest therein. J. [$210] Qccupants of--the-to Concurrent with the Conveyance, possession of the Site shall be delivered to the Developer with no occupants and free of any rights of -possession by others. K. [§2111 ,ondit}on of the -Site 1. pisclosure. The Agency represents that, to the best of its actual knowledge, two gasoline service stations formerly existed on the Site, which contained underground gasoline storage tanks, which may have contaminated the soil or groundwater on or under the Site with petroleum or other Hazard- ous Substances (as defined below). The Agency has retained GeoRemediation In.. to conduct a preliminary environmental assessment of the Site. GeoRemediation, Inc. set forth its findings in a report dated April 10, 1990, attached hereto as Attachment No. 8 and incorporated herein, which report found no 'Contamination of -soil -on the -Site -but -recommended further -testing on the Site. 2. Inyestigation. As soon as possible following the Effective Date of this Agreement, the Developer shall investigate the environmental condition of the Site. Developer shall advance the costs of such investigation, which shall be added to and form a part of the Developer Loan described above in Section 201[7]. In accordance with that Section, such advance shall be secured by a first deed of trust encumbering the Agency Parcels, or the portion thereof designated by the Developer. Such advance shall also be deducted from the gross purchase price of the Site at the Close of Escrow or reimbursed to the Developer, as applicable, pursuant to the terms of this Agreement. Such investigation fAdsta*o ll319%0682E=.%%? May 16, M (25) shall include a full environmental audit of the Site, including soil sampling and groundwater testing in locations throughout the Site, testing for the presence of asbestos -containing materials, and such further activities as the environmental expert or consultant (the "Environmental Consultant"), to be jointly selected by the Agency and the Developer, shall deem necessary or appropriate to determine the environmental condition of the Site, but, in any case, including preparation of at least a Phase 2 report for the entire Site. The Agency shall use its best efforts, without obligation to make any payment to the owner of the Third Party Parcels but otherwise at its own expense, to obtain access to the Third Party Parcels for the purpose of allowing the Environmental Consultant to conduct such investigations as it deems necessary or appropriate, including, without limitation, taking all actions necessary to secure a court order permitting entry on the Third Party Parcels for such purpose prior to Agency's filing of an eminent domain action(s), and, immediately upon filing of the eminent domain action(s), taking such further actions as are necessary to allow the Environmental Consultant to undertake and complete any aspect of the Site assessment not done or completed prior to such time. The Agency may participate in the environmental investigation directly or through one or more designated agents, employees, consultants or contractors, and shall have access to all information, raw data, opinions and test results generated for the Developer by such investigation. 3. Cleanup. Subject to the "Remediation Cost Cap" (defined below), Agency hereby agrees to.fund all remediation activities (the "Remediation"), including the installation of monitoring equipment and removal of all asbestos from the Site in connection with demolition and clearance of the Site pursuant to Section 307, necessary to correct or remove any environmental harms or hazards noted in the above investigation, to the satisfaction of the Environmental Consultant and any governmental agency having jurisdiction over such matters. Such Remediation work shall be initiated, bid, performed and supervised as follows. Promptly upon completion of the environmental investigation by the Environmental Consultant, the Environmental Consultant, the Developer and the Agency will meet and jointly establish the scope and description of the Remediation work to be advertised for public bid and the parameters and conditions of such Remediation work and any bidding thereon. Following receipt of all bids for such work, Agency shall, prior to acceptance of any bid, meet with the Developer and the Environmental Consultant to evaluate, screen and analyze all bids received, and Agency and Developer shall attempt to jointly identify a submitted bid which is acceptable to both Agency and Developer. The Agency shall then accept the jointly approved bid, if any. Thereafter, Agency will use the (:A&U%pubr319\06&2EM3VP U.Y 16, 1"1 (26) Environmental Consultant to supervise the Remediation_ work performed by the chosen contractor in order to ensure that such Remediation work is promptly commenced and diligently pursued to completion in compliance with all applicable laws, including without limitation, those statutes described below as the Applicable Laws. Agency agrees to consult with Developer -and keep Developer fully informed throughout the Remediation process, and agrees to allow Developer access to the Site for purposes of inspecting any Remediation work being performed thereon. Developer Shall be notified of, and allowed to attend and participate in, all discussions, hearings, proceedings or meetings related to the Remediation work. Agency further agrees to consult with Developer with respect to all Remediation work, to provide Developer with copies of all correspondence, studies, tests and other documentation relating to the Remediation work, and to reasonably consider any recommendations or requests presented by Developer with respect to such Remediation work. Agency shall provide Developer, upon Developer's request from time to time, with an accounting of Remediation Costs incurred to date. Prior to undertaking any such Remediation work, Agency shall obtain all required governmental approvals pursuant to California Health and Safety Code Section 33420.5 (to the extent applicable) and any other applicable laws in connection with the performance of the Remediation. Notwithstanding anything to the contrary in this Agreement, no Remediation on the Site or any portion thereof shall -be undertaken until an Order of Prejudgment Possession has been obtained in accordance with (and following satisfaction of all prior conditions set forth in) Section 201[2]. Although the Agency is obligated to fund all of the costs of the Remediation of the Site up to the amount of the Remediation Cost Cap, the Developer shall advance the costs of that Remediation. Such advance is hereinafter referred to as the "Remediation Advance" and shall be added to and form a part of the Developer Loan described in Section 201[7] and the Additional Developer Loan described above in Section 201 [20]. In accordance with those Sections, -repayment of -such -advance -shall, prior to the Conveyance, be secured by a first deed of trust encumbering the Agency Parcels, or the portion thereof designated by the Developer, and such amount shall be repaid to the Developer pursuant to the terms of the Developer Loan or the Additional Developer Loan, whichever are applicable. Notwithstanding anything in this Agreement which is or appears to be to the contrary, although the coats of asbestos removal incurred in connection with demolition and clearance of the Site will form a part of the Remediation work for purposes of determining the Remediation Cost Cap, such costs will not be added to the Additional Developer Loan, but will be deducted in determining the Purchase Price in accordance with Sections 201 [8) and 307 of this Agreement. [:%&Wp+b"I%0682G001.WF May 16, M (27) If the projected costs of Remediation to be incurred by the Developer with respect to the Site (including the projected cost of the asbestos removal to be incurred in connection with demolition and clearance pursuant to.said Section 307, but exclusive of any other costs of demolition or.removal pursuant to said Section) (the "Remediation Cost") at any time exceeds Two Hundred and Fifty Thousand Dollars ($250,000) (the "Remediation Cost Cap"), either party may terminate this Agreement, within thirty (30) days after notice of such projected cost, by the procedure set forth in Sections 511 and 512 herein; provided, however, that if one of the parties, at its option, agrees to pay the excess of the Remediation Costs described in this paragraph 3 over Two Hundred and Fifty Thousand Dollars ($250,000), the other party may not terminate this Agreement. Such payment shall not constitute a waiver of any other right of the paying party or of any responsibility or liability of the other party under this paragraph. Notwithstanding anything else in this Agreement which is or appears to be to the contrary, unless the Developer, in its sole discretion, elects otherwise, all work described in�this paragraph shall be completed and all required approvals obtained prior to the Conveyance of the site, or any portion thereof, to the Developer. If necessitated by the foregoing sentence, the date set forth in the Schedule of Performance (Attachment No. 6) for Conveyance of the Site shall be extended as necessary to complete such Remediation and secure such approvals; provided that such extension shall not exceed one hundred eighty (180) days. If the Agency is unable to complete such Remediation and obtain all necessary approvals by such extended deadline, then the Developer, at its sole option, may terminate this Agreement or extend the deadline for the Conveyance of the Site to such date(s) as Developer deems appropriate. Agency further agrees to indemnify, defend and hold Developer and all partners, employees, contractors, agents and representatives of Developer (collectively, "Representatives") harmless from all losses, liabilities, costs, expenses, damages, claims and causes of action, including attorneys' fees and court costs, (collectively, "Liabilities") arising from or related to Developer's actions on behalf of Agency -pursuant -to this -Section. As provided above, Developer may, in its sole discre- tion, elect to carry out the environmental site remediation following rather than prior to the Conveyance in order to allow the Conveyance to occur concurrent with the Developer's funding of the Acquisition Costs. In that event, Developer shall have sole responsibility for coordinating and supervising such remediation and shall contract directly with the persons or entities performing such remediation; provided, however, that Agency shall remain responsible for funding the Remediation Cost, up to Two Hundred and Fifty Thousand Dollars ($250,000), incurred by Developer pursuant to the following terms. Developer shall obtain Agency's approval of any proposed contracts and shall from [.UWpub"19081L003.U? Mw 16. 1"1 (28) time to time as Remediation Costs are incurred, submit invoices together with all bills and other documentation reasonably requested by the Agency to Agency evidencing such expenditures. Such amounts shall, up to the amount of the Remediation Cost Cap, be added to and form a part of the Additional Developer Loan described above in Section 201 [10) and shall be repaid to Developer at the time and in the manner provided with respect to such loan. 4. Limited warranties After Remediation;_ObliQatio .to Contribute. Upon completion of any cleanup required pursuant to Paragraph 3 above, or upon the written opinion of the Environ- mental Consultant that no environmental cleanup of the Site is required, the delivery of the Site to the Developer shall be in an "as -is" condition, with no warranty expressed or implied by the Agency as to the presence of Hazardous Substances on the Site, except as expressly provided below. Notwithstanding anything above to the contrary, Agency shall remain responsible for and shall indemnify, defend and hold Developer and its Representatives harmless from all Liabilities arising from or related to any Remediation work performed by or on behalf of the Agency (except work performed by the Developer) on the Site pursuant to Section 211 [3]. In addition, Agency agrees to indemnify, defend and hold Developer and its Representatives harmless from all Liabilities arising from or related to the presence of any Hazardous Substances on the Site, regardless of when discovered, which were located on the Site at the time of the Conveyance; provided, that (i) the Agency's total liability under this indemnity shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000) and such liability shall be funded by the Developer's advance of such funds, the addition of such advances to the Additional Developer Doan, and the repayment of such advances at the time and in the manner provided with respect to the Additional Developer Loan, and (ii) except as to any ongoing remediation systems in place as of the issuance of a Certificate of Completion for the entire Site (which shall continue to be funded by the Agency up to the amount of the Two Hundred Fifty Thousand Dollars-($250,000) Remediation-Cost Cap), this indemnity shall expire upon issuance of a Certificate of Completion for all of the Improvements to be constructed by Developer. Except as provided in the preceding two sentences and Section 211[3], the Developer shall -be responsible for remediation of the presence of Hazardous Substances in, on or under the Site, including contaminated soils or ground water, first discovered after the date of the Conveyance, and, except as provided above, if any Hazardous Substance is discovered on the Site subsequent to the Conveyance, the Developer shall be responsible for its removal, management, or any other acts required by any Applicable Law, court or government agency. [:l UWvub"I9: 4682[00 MT May 16, 1"1 (29) 5. Developer -Indemnity. Developer, including any and all of its successors in interest (other than the holder of any encumbrance permitted pursuant to the terms of this Agreement), agrees to and shall indemnify, defend, and hold the Agency and the City and their respective officers, employees, representa- tives and agents harmless from and against all expenses (includ- ing, without limitation, reasonable attorneys' fees and disburse- ments), losses, or liabilities suffered by Agency or City by reason of governrr.ental action or third party claims arising out of any Hazardous Substances brought upon the Site by Developer in connection with the construction of the Improvements. Upon vesting of title to the Site in the Developer, the Developer, except as otherwise expressly provided in this Agreement, shall assume all responsibility for subsurface zone conditions and soils conditions of the Site, and for any rehabilitation neces- sary for the construction of the Improvements; and, except as otherwise expressly provided in this Agreement, the Agency makes no other representations or warranties concerning the Site, its suitability for the use intended by the Developer, or the surface or subsurface conditions of the Site. Except as otherwise expressly provided in this Agreement, if the soil conditions of the Site are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of Developer to take such action as may be necessary to place the Site in a condition suitable for the development of the Site. Nothing in this Section 211 is intended to waive any claim or right the Developer may have against any person or entity, other than the Agency or the City, relating to the physical condition of the Site. 6. Developer Covenants. The Developer agrees to comply with Applicable Laws in all activities using or concerning Hazardous Substances on the Site. The Developer agrees to immediately notify the Agency of the Developer's discovery following the Conveyance of any Hazardous Substances on the Site. 7. Developer Eelease. Upon vesting of title to the site in the•Developer,--Developer•releases,-waives and discharges the Agency and the City and their respective officers, employees, representatives and agents from all present and future claims, demands, suits, legal and administrative proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with the Agency's or the City's ownership of the Site (including, without limitation, ownership of the Site or any portion thereof for the purposes of CERCLA and any other Applicable Law, as those terms are defined in Paragraph 9 below), any condition of environmental contamination on the Site, or the existence of Hazardous Substances in any state on the Site; provided, such environmental contamination or Hazardous Substances were not brought onto the Site by the Agency or City (:%&t'pdV31910682[.OM.%%? I&Y, 16, 1991 (30) or any person or entity acting on their behalf or at their direction. Developer acknowledges that it is aware of and familiar with Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have materially affected his settlenent with the debtor." Developer hereby waives and relinquishes all rights and benefits which it may have under Section 2542 of the California Civil Code. Notwithstanding anything in this Section which is or appears to be to the contrary, nothing in this Section shall be construed or understood to limit or waive the obligation of the Agency to fund Remediation of the Site up to the Remediation Cost Cap through the mechanism of the Remediation Advance and the Additional Developer Loan provided for in Sections 211[3] and [4] and Section 201[10] above or to otherwise release the Agency from any express contractual obligations or liabilities imposed upon the Agency pursuant to the terms of this Agreement. 8. Pefie tions. The term "Hazardous Substance" or "Hazardous Substances" shall mean any substance which is listed as "hazardous" or "toxic" in the statutes comprising (or regula- tions implementing) the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., ("RCRA"), and California Health and Safety Code Sections 25100, et Egg., 25300, et sea., or 25280 et seq. or which has been, is now, or is later determined by any federal, state or local -agency or court with jurisdiction over the Site to be a hazardous or toxic substance regulated under Applicable Law. The term "Hazardous Substance" or "Hazardous Substances" shall also include, without limitation, the products of any manufacturing activities on the subject property, petrole- um wastes, petroleum by-products, asbestos containing materials, and source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954, as amended (42 U.S.C. 3011, gt sea., as amended) . The term "Applicable Law" shall include, but shall not be limited to, CERCLA, RCRA, the Federal Water Pollution Control Act, 33 U.S.C. 1251 it seg., the Clean Air Act, 42 U.S.C. 7401 et $ei�., California Health and Safety Code Sections 25100, et sea., fA&WpubP319'-002rM--►-P may 16. 1"1 (31) 25300, gt sea., or 25280 It sect., and the regulations thereunder, and any other local, state and/or federal laws or regulations that are applicable to the Site and that govern (i) the exis- tence, cleanup and/or remedy of contamination on property; (ii) the protection of the environment from spilled, deposited or otherwise emplaced contamination; (iii) the control of Hazardous Substances; or (iv) the use, generation, transport, treatment, removal or recovery of Hazardous Substances, including building materials. L. [$212] Preliminary Work Prior to the Conveyance of the Site, representatives of Developer shall have the right of access to all portions of the Site for which Agency holds title or over which it has a right of possession or access, at all reasonable times for the purpose of obtaining data and making surveys And tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Site pursuant to Section 211 hereof and the investigation of all soil, subsoil and geologic conditions on the Site. Any preliminary work undertaken on the Site by Developer prior to Conveyance of the Site shall be done only after written notice to the Agency Executive Director delivered not less than forty-eight (48) hours prior to the Developer's entry on the Site, and, except as otherwise expressly provided in this Agreement, at the sole expense of the Developer. Except as provided in Section 211, the Developer shall save and protect the Agency and the City against any claims resulting from all preliminary work on, access to or use of the Site undertaken pursuant to this section 212, and, upon termination of this Agreement and written request of Agency, shall restore the Site to its original condition with respect to any alterations on the Site caused by such investigations. Copies of data, surveys and tests obtained or made by the Developer on the Site pursuant to this Section 212 shall be filed with the Agency within fifteen (15) days after receipt -by the Developer. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. If this Agreement is terminated for any reason, the Agency shall reimburse the Developer for the costs of any such studies or tests which are not otherwise reimbursed under this Agreement and which Agency elects, within thirty (30) days after such termination, to retain. If Agency elects not to retain any such studies, it shall promptly surrender to Developer the original copy of such study and all copies, reproductions, or copies thereof, and, upon such timely surrender, shall have no reimbursement obligation to Developer for such studies. If Agency retains any tests or studies, it shall be without representation or warranty of any fA&u1•pubD3191.0682E[) AkT Ma! 16, M (32) k., ? kind from Developer. in no event shall Developer be required to deliver its internal marketing studies and financial projections under this Section 212. M. [$213] Co dit ons_Pregedent to the__Conygyane Prior to and as conditions precedent to the Conveyance of the Site, the Developer and Agency shall complete each of the following by the respective times established therefor in the Schedule of Performance (Attachment No. 6): (1) the Agency and the Developer shall execute the Grant Deed (Attachment No. 7) and the Agency shall execute and deliver to Developer the note evidencing the Additional Developer Loan; (2) the Developer shall pay into Escrow the Purchase Price; (3) the Developer shall not be in material default of its obligations under this Agreement (provided that this condition shall only be for the benefit of, and may be waived by, the Agency); (4) the Agency shall not be in material default of its obligations under this Agreement (provided that this condition shall only be for the benefit of, and may be waived by, the Developer); (5) the Developer shall have obtained all entitlements and land use approvals necessary to develop the Site in the manner contemplated by this Agreement (which shall be final and not subject to further appeal) and the City shall be prepared, immediately following the Conveyance and subject to payment of any applicable fees, to issue building permits for all of the Improvements to be constructed on the site; (6) the Agency shall have approved the Developer's evidence of financing for the Site in accordance with Section 215; (7) the Developer shall have provided to the Agency Director insurance certificates conforming to Section 309 of this Agreement; (8) the Site investigation shall have been completed and the Site remediation shall have been completed as provided in Sections 211(2] and 211131 (unless Developer elects to complete Site remediation following the Conveyance); f.%"tepubr31%0682UM.%? 1d4Y 16. 1991 (33) (9) Site clearance and demolition shall have been completed (unless Developer elects to complete such clearance and demolition following the Conveyance), as provided in Section 307; (10) vacation of the Alley Parcel by the City shall have been accomplished; (11) The construction loan, if any, to be secured by Developer in connection with development of the Site shall be in a position to fund promptly following the Conveyance; and (12) all other conditions to the Conveyance provided in this Agreement and the instructions to the Escrow shall have been satisfied (or waived by the party for whose benefit the condition is provided). The foregoing items together constitute the "Conditions Precedent" to the Conveyance. The foregoing provisions shall not be construed to relieve another party of its responsibility for performance of its obligations under this Agreement, nor to limit the nondefaulting party's remedies for the defaulting party's breach of those obligations. N. [S2141 General Plan Designation -and Zoning of &be Site; Subdivision Map Approval The City general plan designation and zoning of the Site subject to zoning variances granted by the City Planning Commission at the time of the execution of this Agreement, are such as to permit development and construction of the Improvements thereon in accordance with the provisions of this Agreement, and the use, operation and maintenance of such Improvements. The Agency shall use its best efforts to assist the Developer to obtain any additional entitlements or land use approvals necessary to develop the Improvements contemplated by this Agreement. The Developer -shall -be responsible to make -appropriate application to the City of Huntington Beach to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et sea.), to obtain any required conditional use permit, and to satisfy all other local enactments pursuant to the Map Act which are applicable with respect to the assembly and development of the Site. The Agency shall assist and cooperate with Developer in accomplishing these matters. 0. CS2151 Submission -of_ , idence of, Financial. Commitments and -Loan Closing As required in this Agreement and within the time established therefor in the Schedule of Performance (Attachment f.%&Wpabl'31WD682EW3-%%-P may 16. 1"1 (34) No. 6), the Developer shall submit to the Agency evidence that the Developer has obtained sufficient equity capital and the required financing necessary to undertake the development of the Site in accordance with this Agreement. The Developer shall close said financing concurrently with the Close of Escrow for the Site. Within fifteen (15) days after submission, the Agency shall approve or disapprove such evidence of financing. Approval shall not be unreasonably withheld or conditioned. If the Agency shall disapprove any such evidence of financing, the Agency shall do so by written notice to the Developer stating the reasons for such disapproval and, if such disapproval is authorized by this Agreement, the Developer shall promptly attempt to obtain and submit to the Agency new evidence of financing, The Agency shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 215 for the approval or disapproval of the evidence of financing as initially submitted to the Agency. such evidence of financing shall include the following: 1. A copy of a commitment obtained by the Developer for the mortgage loan or loans for financing to fund the con- struction of the Project. The commitment for financing shall be in such form and content acceptable to the Agency as reasonably evidences a legally binding, firm and enforceable commitment, which may be subject to the construction lender's customary and normal conditions and terms and to preparation of final loan documentation; provided, however, this formal commitment shall not be required if Developer's construction lender does not customarily issue such commitments, and, in that event, Agency agrees to accept, in lieu of the commitment requirement, evidence of the willingness of Developer's proposed lender to provide the necessary financing, even if such evidence is not legally binding or is of an informal nature; 2. A copy of the contract between the Developer and one or more general contractors for the construction of the applicable Improvements, -certified by the Developer to be a -true and correct copy thereof; provided, this provision shall not apply if Developer elects to act as its own general contractor for the Improvements; 3. A financial statement and/or other documentation satisfactory to the Agency as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction costs and the financing authorized by any contemplated mortgage loans. [:�dau'.pub{1319.0682F0e3.� P 16y 16, M (35) 7 �W) P. [S216] Relocation The Agency has performed or will perform all relocation obligations, at its sole cost, required by law as a result of the execution of this Agreement and the construction of the Improve- ments. III. [$300] DEVELOPMENT OF THE SITE A. [§301] Development of the -Site 1. [S302] Scone of Development The Site shall be developed as provided in the "Scope of Development" which is attached hereto as Attachment No. 3 and is incorporated herein. The development of the Site shall include both the public improvements and private improvements on the Site and the public improvements off -site which are required to be constructed by the Developer pursuant to the terms of the Scope of Develop- ment (collectively, the "Improvements"). Upon the completion of the Conveyance, the Developer shall commence and complete construction of the Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 6). The development shall conform to any plans and specifications approved by the City and/or Agency, and shall incorporate or show compliance with all mitigation measures provided for by this Agreement or other applicable approvals consistent with the terms of this Agreement. 2. [§3031 Bite Plan In connection with this Agreement and the Development •-Agreement, the Developer'has prepared and submitted to the Agency and the City for their approval a Site Plan and related documents which conform to requirements of the Agency and the City and which contain the overall plan for development of the Site in sufficient detail to enable the Agency and the City to evaluate the proposal for conformity to the requirements of the Huntington Beach Municipal. Code and this Agreement. The Site shall be developed as established in this Agreement, and such documents, except as changes may be mutually agreed upon between the Developer, the Agency and the City in writing. l:l&WpubV319%0682r'A03.%%? May 16. 1"1 (36) 3. 15304] Constluction Drawings-AnI-Melated Documents By the time set forth therefor in the Schedule of Performance (Attachment No. b), the Developer shall prepare and submit to the Agency construction drawings, landscape plans, and related documents for development of the Improvements. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent disapproval by the Agency. Any disapproval shall state in writing all of the reasons for such disapproval. Any items properly disapproved by the Agency shall be revised and resubmitted to the Agency as soon as reasonably.possible. The landscaping and finished grading plans shall be prepared by a professional landscape architect or registered civil engineer Who may be affiliated with the same firm as the Developer's architect or civil engineer. During the preparation of all such drawings and plans, staff of the Agency 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 Agency. The staff of the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. Following approval of such plans by the Agency, they shall be processed by City in connection with the issuance of grading, demolition, building and other like permits, as applica- ble. Agency shall assist Developer in securing the prompt processing of such plans and permits by the City. Nothing in this Section shall be construed as preempting or waiving any applicable planning review, public works, design review or other like requirements of the City. 4. [§305j ev ew and va Construction Drawings -And- elated Documents The Agency shall have the right of architectural and planning review of all plans and submissions submitted pursuant to Section 304,' including any changes therein; provided, that the Agency shall not unreasonably withhold its approval of any such plans and submissions, and shall approve or disapprove such plans and submissions within the time set forth in the Schedule of Performance. The Agency shall not withhold approval of any plans which are a logical evolution of any previously approved plans and site drawings, nor shall the Agency require modifications to any proposed plans that would require such plans to conflict with any previously approved plans or site drawings. f Wau*W019'0662L•003.%%T mm; 16, 1991 (37) In the event of any inconsistency between any site plans or preliminary plans or construction drawings and any final plans approved by the Agency, such final plans shall control. Subject to the above, during each stage of the processing for the Improvements, the Agency shall have the right to require reasonable additional information and shall advise the Developer if -any submittal of plans or drawings is not complete or not in accordance with Agency procedures. If the Agency reasonably determines that such a submittal to the Agency is not complete or not in accordance with such procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 6). If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency, the Developer shall submit the proposed change to the Agency for its approval. If the construction plans, as modified by the proposed change, conform to the requirements of this Section and the Scope of Development (Attachment No. 3) the Agency shall approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency. If any revisions to any plans approved by the Agency are required by any governmental, public or quasi -public_ body, official, agency, department, bureau or entity having jurisdiction over the Site, then the Developer and the Agency shall cooperate in efforts to obtain a waiver of such requirement or, in the absence thereof, shall revise the plans as necessary to meet such requirements. The Agency agrees, upon request from time to time by Developer, to use its best efforts to cause the City to obtain an outside plan checker, at Developer's expense, to expedite processing of Site approvals and permits. In addition, the Agency agrees, if requested by Developer, to use its best efforts to cause the City to retain an independent engineer(s), at Developer's expense, to expedite processing of the tentative map for the Site, and to retain an independent electrical .inspector(s)-and any other component system inspector(s) designated by Developer, at Developer's expense, to expedite inspections and approvals for the improvements to be constructed on the Site. If an outside plan checker(s), engineer(s) or inspector(s) is (are) retained at Developer's request, the Agency shall use its best efforts to cause the City to submit such persons for Developer's reasonable prior approval, to select such outside plan checker(s), engineer(s) or inspector(s) and to arrange for the bills for the services of such plan checker, engineer or inspector to be delivered directly to Developer. Developer shall be solely responsible for the payment of such bills. f.%&u`p.brJ1V.0682rM3.KF- Wy 16. 1"1 (38) 5. [§306] Cost of Development Except as otherwise provided in this Agreement, all costs for planning, designing, and constructing the Improvements shall be borne exclusively by the Developer. Except as otherwise provided in this Agreement, the Developer shall also bear all costs related to discharging the duties of the Developer set forth in this Agreement. The Developer assumes the responsi- bility to construct and shall let contracts for or cause to be constructed all "Off -Site Public Improvements" (as that term is defined in the Scope of Development, Attachment No. 3) which are required by City to be constructed in connection with Developer's improvement of the Site. If any "Additional Off -Site Improvements" (as defined below) are validly required by the Agency or the City, the Developer shall, subject to the limitations below, be obligated to construct or cause the construction of such improvements and the Agency shall reimburse the Developer for all "Expenses" (as defined below) incurred in connection with planning, designing and constructing such improvements. If the Agency or the City requires Developer to construct any Additional Off -Site Improvements, Developer shall promptly obtain an estimate of the cost of designing and constructing such improvements and shall deliver such estimate to the Agency. If the Agency still wishes to have Developer proceed with the design and construction of such improvements, it shall, within thirty (30) days after receipt of such estimate, approve the scope of such work and the proposed costs thereof (together with a contingency for specified types and amounts of cost increases or overruns). If Agency disapproves the proposed Additional Off -Site Improvements work within that period, then the Developer shall have no obligation to construct the applicable Additional Off -Site Improvements. Agency shall pay to Developer all Expenses incurred by Developer in connection with the Additional Off -Site Improvements not later than thirty (30) days after Developer's submission of (i) a signed demand for payment from the Developer certifying that the work for which -payment is-requested•has•been performed,•and (ii) a certificate, opinion or other similar document from an architect or engineer acceptable to both Developer and Agency, in their reasonable discretion ("Approved Architect") (which certificate, opinion, advice or approval may rely upon the certificate, opinion, advice or approval of other licensed architects, engineers or government officials and may contain reasonable and customary assumptions or qualifications) stating that the work for which payment is requested has been performed. If such Expenses are not paid by Agency to Developer when due, they shall thereafter bear interest at the Agreed Interest Rate from the date due until the date paid. "Additional Off -Site Improvements" shall mean all improvements or work [:Wa1a`�ubT319':0682�U031�P May 16. 1991 (39) located outside the legal lot line of the Site ("Boundary of the Site") as shown on the subdivision Map, or within the area of the Alley Parcel which is to be vacated in connection with development of the site, which are not expressly identified in the Scope of Development as included within the maximum required Off -Site Public Improvements, including, without limitation, all such street, sewer, water, storm drain, CATV, gas, electric, telephone and other utility improvements and/or relocations required outside the Boundary of the Site or in the Alley Parcel. Notwithstanding anything herein which is or appears to be to the contrary, the "Additional off -Site Improvements" shall include any and all decorative paving or pavement required by the Agency or the City to be installed by Developer outside the Boundary of the Site. The "Expenses" of constructing any Additional off -Site Improvements shall mean all direct and indirect design, planning and construction costs, expenses or fees incurred in connection with any Additional off -Site Improve- ments, including, without limitation, all engineering, legal, consultant, and architectural fees, all permit and bonding fees or costs, all points, fees and other financing costs, all interest charges and/or reserves, all insurance, management and inspection fees and costs, and Developer's overhead costs, which shall be deemed equal to ten percent (10%) of all other costs and expenses incurred in connection with constructing the Additional off -Site Improvements. The Agency shall not be responsible for reimbursing the Developer for any payments by Developer to Developer or any wholly -owned affiliate of Developer which are in excess of the amount that would have been paid for such services in an arms length transaction between unrelated third parties acting under the same circumstances. In no event shall Agency withhold or delay issuance of any Certificate of Completion because of the Developer's failure or refusal to construct any Additional Off -Site Improvements. Subject to the terms of this Agreement, the Developer shall be responsible for all fees associated with development of the Improvements, including, -without limitation, school facilities fees and other impact fees. The Agency shall use its best efforts to assist the Developer in its efforts to minimize the amount of such fees. 6. [$307] pemolition of Site The Agency shall be responsible for demolition of all improvements existing on the Site and for clearing all asphalt, structures, foundations, tanks, and other improvements from the Site prior to the Conveyance. All demolition costs and any other costs related thereto shall be borne solely by the Agency. M ata'puW19'A682EM3.%%? Flay 16, 1991 (40) Notwithstanding that all costs related to the demolition shall be ultimately borne by the Agency, Developer shall advance such costs on behalf of the Agency as such costs are incurred. All such advances and any other costs incurred by the Developer in connection with such clearance and demolition shall be added to and become a part of the Developer Loan described in Section 201[7] above and shall be deducted from the gross purchase price in connection with the determination of the Purchase Price pursuant to Section 201[8] above. All such demolition and clearance work shall be bid, performed and supervised in -the manner provided in Section 211[3] above with respect to the remediation work, including, without limitation, involvement of the Environmental Consultant in the bidding and the supervision of the performance of all asbestos removal work comprised within such demolition and clearance, and the involvement of the Developer in the bidding, supervision, inspection and monitoring of all such demolition and clearance work. At Developer's election, in its sole discretion, Developer may allow the Conveyance to occur prior to the demolition and clearance provided for by this Section in order to allow Conveyance of the Site to Developer concurrent with Developer's funding of the Acquisition Costs for the Third Party Parcels. In that event, the Developer shall have sole responsibility for coordinating and supervising such demolition and clearance and shall contract directly with the persons or entities performing such work; provided, however, that the Agency shall remain responsible for funding such costs of demolition and clearance which are incurred by the Developer pursuant to the following terms. The Developer shall obtain the Agency's prior approval of any proposed contracts for demolition or clearance or amendments thereto, and shall, from time to time as demolition or clearance costs are incurred, submit invoices together with all bills and other documentation reasonably requested by the Agency to the Agency evidencing such expenditures. The Agency shall --reimburse the -Developer for -such costs within -thirty (30)'days of its receipt of Developer's submission of its written request for payment. Any costs not reimbursed to Developer within the time provided above shall thereafter bear interest at the Agreed Interest Rate -until paid. 7. [§308] Construction Schedule Subject to extension pursuant to Section 603, the Developer shall commence and complete the Improvements by the respective times established therefor in the Schedule of Perfor- mance (Attachment No. 6). I-A&W r bP319,A6%2!-M.%%? us'! ls, t441 (41) V S. 15309) Indennity.-Bodily Iniyry And Property pamage Insurance Except as otherwise provided in this Agreement, the Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, agents and employees, harmless from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone (other than City or Agency, or any of their agents, employees or representatives) directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. Prior to commencement of construction on the Site, the Developer shall take out and maintain during the life of this Agreement a comprehensive liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit policy, including contractual liability, as shall protect the Developer, the City, and the Agency from claims for such damages. Insurance coverage furnished by the Developer pursuant to this Section 309 shall conform to this Section 309 and shall pertain to all activities on the Site and all work on any Off - Site Public Improvements or any Adlitional Off -Site Improvements. Developer shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this Section 309 and providing that the insurer shall not cancel or modify the policy without thirty (30) days' written notice to Agency. Developer shall give Agency prompt and timely notice of any claim made or suit instituted with respect to the matters covered by such insurance. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement, if available, shall no state. The policy shall contain a waiver of subrogation, if -available. Developer shall comply with all of the provisions of the Workers Compensation Insurance and Safety Acts of the State of California applicable to development of the Site, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws which are applicable, and Developer shall hold Agency and City harmless from any claims arising thereunder from Developer's failure to so comply. Developer shall furnish to Agency a certificate of Workers Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, Developer may show proof of a certificate of consent Mate paM19.0682G0 ANT May 16, 1991 (42) 6A to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. 9. ES310] City and Oth2r Governnental.Agengy Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site by Developer,'the Developer shall 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. Except as otherwise provided by this Agreement, such permits shall be secured at the Developer's own expense. Subject to the terms of this Agreement, it is understood that the Developer is obligated to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will, without obligation to incur liability or expense therefor, use its best efforts to expedite issuance by the City of building and other required permits and certificates of occupancy for construction that meets the requirements of the City Code. Subject to the limitations of this Agreement, the Developer shall be required to comply with all conditions to approval of all zoning changes, general plan amendments, subdivision maps, conditional use permits or any other land use approvals and all costs of compliance shall be at the sole expense of the Developer. The Developer shall be required to comply with the requirements of the California Environmental Quality Act, California Public Resources Code Section 21000, et seq. ("CEQA"). If such compliance with CEQA results in the imposition of any conditions or mitigation measures not already contemplated by this Agreement, which would require the expenditure of additional funds by the Developer, the Developer shall have the right to terminate this Agreement by written notice to Agency and, upon such termination, shall have no further obligation to Agency hereunder; provided, however, this Agreement shall not be terminated if the Agency agrees, in writing, within thirty (30) days after receipt of -Developer's termination notice, -to fund all direct and indirect costs, expenses and fees that would be incurred by Developer in complying with such conditions or measures, 10. E§311] i h s cces For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal business hours during the period of construction on the Site 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 f:5diu1puW1%Q681.WANT May 16, t"I (43) k...4 �.,% same before issuance of a Certificate of Completion for the affected improvements. The term "mortgage" as used hereinafter shall include a deed of trust and sale and lease -back. Prior to issuance of a Certificate of Completion for the affected Improvements, the Developer shall not enter into any conveyance for financing (other than any financing approved in connection with Agency's approval of Developer's evidence of financing pursuant to Section 215), without the prior written approval of the Agency, which approval Agency agrees to give if any such conveyance for financing is given to a responsible financial or lending institution or other financially responsible person or entity and is for the purposes stated above. 2. [$316] lII4Ld-er 'dot ObligMted.-t uc:t 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 this Agreement or any grant deed for the Site be construed so to obligate such holder. Nothing in this Agreement shall be construed to permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 3. [S317] Jrotice_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, or otherwise under this Agreement, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of..such notice or demand. Each.such.holder.shall (insofar as the rights of the Agency are concerned) have the right, at its option, within thirty (30) days after expiration of the cure period applicable to Developer under this Agreement, 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; provided, that if the default cannot with diligence be remedied or cured, or the remedy or cure cannot be commenced, within such thirty (30) day period, such holder shall have such additional time as is reasonably necessary to remedy or cure such default by Developer. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shall have the right to seek to obtain possession with diligence and continuity through a receiver or f.%&ta1pubA3191.0682F-M3.%%rP M" 16. 1991 (45) otherwise, and shall have the right to remedy or cure such default after obtaining possession within such time as is reasonably necessary to cure such default. Any such holder shall not be required to cure any default of the Developer which is incurable in order to exercise its rights under this Section. 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 qualifica- tions and financial responsibility necessary to perform such obligations. Any such holder properly completing such improve- ment shall be entitled, upon compliance with the requirements of Section 322 of this Agreement, to a Certificate of Completion (as therein defined). 4. [$318] Egilure gf Hglder_-to e jrprgvements In any case where, thirty (30) days after Developer's uncured default in completion of construction of the Improvements under this Agreement and the holder's receipt of the notice of said 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 Site or any part thereof has not exercised the option to commence curing such default, or, if it has exercised its right to cure such default, such holder is not proceeding diligently with construction, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder,the Agency, if it so desires, shall.be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: (1) The unpaid mortgage or deed of trust debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); (2) All expenses with respect to foreclosure; f:�cau pub11319.0682EDD3.W Y May 16. M (46) r - (3) The expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof; (4) The costs of any improvements made by such holder; and (5) 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 at the time incurred and such debt had continued in existence to the date of payment by the Agency; less (6) Any income derived by the lender from operations conducted on the Site following the foreclosure (the receipt of principal and interest payments in the ordinary course of the lender's business shall not constitute income for the purposes of this subsection f). 5. [5319] Righter the Agency to Cure Mortgage or Dped_of !Crust 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 Site or any part thereof and if the holder of any mortgage or deed of trust has not exercised its option to construct those improvements, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses associated with and attributable to the curing of the mortgage or deed of trust default or breach of this Agreement by the Developer and incurred by the Agency in curing such default; provided, however, that in exercising its rights under this sentence the Agency shall be required to act in a manner which will mitigate its damages in the event of such breach by the Developer. The Agency shall also be entitled to a lien upon the Site to the extent of such incurred costs and disbursements. Any such lien shall be subject -to the -prior construction financing mortgages or deeds of trust. C. [§320] Right of the Agency to�gatisfy Other Liens on the Site After Title Passes After the Conveyance of title or possession and prior to the issuance of a Certificate of Completion for the affected portion of the Site, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than thirty (30) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the uncompleted portion of the site which are not otherwise permitted under this Agreement, the Agency shall have the right but no f.Wxta`pubr31%0692FA03.%%? M&Y 16, 1991 (47) obligation to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require Developer to pay or make provisions for the payment of any tax, assessment, lien or charge so long as Developer in good faith contests the validity or amount thereof, and so long as such delay in payment does not subject the applicable portion of the Site to forfeiture or sale, without the right to redeem. D. [S3211 Additional Amendment Agency agrees not to unreasonably withhold approval of any modification or amendment to this Agreement as may be requested by the holder or prospective holder of any deed of trust or mortgage encumbering any portion of the Site, or any interest therein. Agency acknowledges that such amendments may, from time to time, be necessary to induce a lender to loan funds in connection with the development or operation of the Site, and that different lenders may have specific requirements or requests relating to receipt of notice, opportunity to cure, and other similar matters pertaining to its security and its remedies upon a default by Developer. Any such modification or amendment to this Agreement shall be prepared by Developer at no cost to Agency. E. IS3221 Certificate of Completion Promptly after the completion of all of the Improve- ments to be constructed on the Site (excluding any tenant improvements) in conformity with this Agreement (as determined by the Executive Director of the Agency), upon the written request of the Developer, the Executive Director of the Agency shall furnish the Developer with a Certificate of Completion (in the form attached hereto as Attachment No. 9) for the Site. Such Certificate of Completion shall be a conclusive determination of satisfactory completion of the construction required by the Agreement upon the Site and the Certificate of Completion shall so state. After the recordation of such Certificate of Completion,•any-party then owning -or thereafter purchasing, leasing or otherwise acquiring any interest in the Site 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 then effective covenants contained in the Grant Deed applicable to the Site or portion thereof acquired by such party. The Certificate of Completion shall be in such form as to permit it to be recorded in the Recorder's Office for the County of Orange. If the Agency refuses or fails to furnish a Certificate of Completion as to the Site after written request from Develop- F.W&te;ubM19'A682EA0M%P ►{ay Ia. 199I (48) er, the Agency shall, within thirty (30) days of the written request, provide Developer with a written statement of the reasons the Agency refused or failed to furnish the Certificate of Completion. The statement shall also contain the Agency's opinion of the action Developer must take to obtain the Certifi- cate of completion. If the reason for such refusal is confined to the failure to complete specific items of construction, landscaping, and/or other items, all of which shall not affect the ability of the Improvements to be safely inhabited, the Agency will issue its Certificate of Completion upon the posting of a bond or other security acceptable to Agency by Developer with the Agency in an amount representing the fair value of the work not yet completed. In no event shall the Agency unreasonably withhold or delay the issuance of a Certificate of Completion. The Certificate of Completion (Attachment No. 9) is not a notice of completion as referred to in Section 3093 of the California Civil Code. Agency also agrees not to unreasonably withhold a separate Certificate of Completion for any separate Lot within the Site with respect to which Developer has completed all required Improvements (even though the improvement of the entire Site has not been completed); provided, that Developer shall not then be in default with respect to construction of the remaining Improvements and the issuance of such partial Certificate of Completion shall not unreasonably interfere with Agency's expectation of completion of all of the Improvements required to be constructed on the Site. Each such partial Certificate of Completion shall also be in the form of Attachment No. 9 and shall, with respect to the Lot affected by the partial Certificate of Completion, have the same purpose and effect as the Certificate of Completion for the entire Site has with respect to the entire Site. Issuance of the Certificate of Completion shall be an administrative act and is hereby authorized by action of the Executive Director without the necessity for separate approval by the Agency Board. IV. [§400] USE OF THE SITE A. [$401] gonstruction of Improvements In accordance with the terms of this Agreement, Developer shall develop on and adjacent to the Site all on -site improvements and those Off -Site Public Improvements required by the City to be constructed in connection with the on -site improvements pursuant to the terms of this Agreement, including the Scope of Development (Attachment No. 3). [:1d�u�pubri319106B2C003.v►P Mmy 16. 1991 (49) S. ES4021 Affordable-LHouging 1. gpnstrMctign of-Affordable_Housjrza. The Developer covenants and agrees to develop a total of sixty-eight (68) housing units in conformity with the Scope of Development (Attachment No. 3) and to reserve ten (10) of the housing units developed on the Site for low -to -moderate income housing (the "Restricted Units"). The location, size and specifications of the Restricted Units shall be as set forth in the Scope of Development and as more specifically identified by Developer, subject to Agency's reasonable approval, prior to sale of the Restricted Units. 2. Determination of Purchase Price. The Developer shall sell all Restricted Units at an "Affordable Housing Cost" to "First -Time Hcmebuyers" of "Low -to -Moderate Income" or "Senior Citizens" of "Low -to -Moderate Income" (First -Time iiomebuyers of Low -to -Moderate Income and Senior Citizens of Law -to -Moderate Income are hereinafter collectively referred to as "Eligible Persons or Families"). "Affordable Housing Cost" shall mean, as to each Eligible Person or Family, that purchase price which would result in monthly housing payments under any currently prevailing conventional home mortgage lending criteria applied by any reputable institutional home mortgage lender, or the lending criteria of any government -subsidized or special mortgage program for which the Eligible Person or Family qualifies, which do not exceed Thirty -Five Percent (35%) of One Hundred Ten Percent (110%) of the Orange County Median income as established from time to time by the United States Department of Housing and Urban Development for those eligible persons or families earning less than One Hundred Ten Percent (110%) and not less than Eighty Percent of the Orange County monthly median income, and Thirty - Five Percent (35%) of the monthly income of any eligible person or family which earns not less than One Hundred Ten Percent (110%) and not greater than One Hundred Twenty Percent (120%) of ..Orange County -monthly median -income. "First -Time Homebuyer" shall mean a person or family which has not had an ownership interest in any residential real property during all or any part of the three (3) years immediately prior to the proposed conveyance of a Restricted Unit. "Law -to --Moderate Income" shall have the meaning set forth in California Health and Safety Code Section 50093. "Senior Citizens" shall nean persons sixty-two years of age or older. (-.Wa N.pubP319106820003.%%? Mav 16.1991 (5a) k.J kk o THE DEVELOPER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE ELIGIBLE PERSON OR FAMILY AT ISSUE, AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE SALES PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE RESTRICTED UNIT AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. THE DEVELOPER FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE SALES PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AN AFFORDABLE HOUSING COST. 3. Loans to Eligible PSrsols and EAmiZies. a. first Trust Deed Loans. The Agency shall pay all applicable commitment fees for any Eligible Person or Family which qualifies for a housing -loan from the Southern California Home Financing Authority 1990 Series B Single Family Mortgage Revenue Bond Program ("SCHFA Loan"). The Agency and the Developer shall cooperate and assist Eligible Persons or Families to apply for and obtain SCHFA Loans and shall execute such further documents as are required to obtain such SCHFA Loans; provided, Developer shall not be required to incur any out-of- pocket expense in connection therewith other than the personnel costs attributable to the time and effort of Developer and Developer's employees. All Eligible Persons or Families shall be solely responsible for meeting all requirements for the SCHFA Loans and for paying any required origination fees or other fees (other than the commitment fees to be paid by the Agency). .This section shall not be construed as a promise or guaranty by the Agency that any Eligible Person or Family will obtain an SCHFA Loan. b. Eeeco d Trust_Deed-Loans. Upon the written application of -any Eligible Person or Family, the -Agency shall loan such Eligible Person or Family not less than ten percent (10%) of the sales price of the applicable housing unit and not greater than Twenty -Five Thousand Dollars ($25,000), with the exact amount of such loan within those limits to be determined at the sole discretion of the Agency (the "Agency Loan"). The Agency Loan shall be due in twenty (20) years or upon the earlier sale or transfer of the applicable housing unit and shall carry simple interest at the rate of five percent (5t) per annum, all due and payable upon the due date. The Agency Loan shall be evidenced by a promissory note, secured by a second deed of trust encumbering the applicable housing unit, and covenants ensuring the applicable housing unites continued affordability shall be recorded in the official records of Orange County, California. F.1d;t,'pubra191Q682 MIIA-P Day 16. 1991 (51) k.,.4 C. Maximum Number o -]Loans; No Developer Qb1;Lgajjon Beyond Resg=lcted Units. Notwithstanding the Agency's obligations in paragraphs (a) and (b) above, the Agency shall not be obligated to pay SCHFA loan commitment fees on behalf of more than thirty-three: homeowners or to make Agency Loans to more than thirty-three (33) homeowners, nor shall Developer be required to use such loans in connection with any applicable housing units other than the Restricted Units. d. arketina Program. The Developer shall state, in a prominent location in all advertising and marketing materials, that low-cost, Senior Citizen or First -Time Homebuyer financing is available for certain purchasers of housing units within the housing development. The Developer shall notify each prospective purchaser which it reasonably believes might qualify for such loans of the availability of the SCHFA Loan and the Agency Loan, as applicable. 4. Covenants to Rerajn_hf j2rdablg. Prior to the conveyance of each of the Restricted Units, and each unit on which the purchaser has obtained an Agency Loan (collectively, the "Assisted Units"), the Developer shall execute and record in the official records of Orange County, California, a Declaration of Covenants, Conditions and Restrictions ("CC&R's") with respect to such Assisted Unit in the form of Attachment No. 12, incorporated herein by reference, which shall provide the following: a. Each Restricted Unit shall be owner -occupied and the owner shall be a Low -to -Moderate Income Person or Family, and, until July 18, 2018, shall only be conveyed at an Affordable Housing Cost to a Low -to -Moderate Income Person or Family; b. Each Assisted Unit (other than a Restricted Unit) shall be owner -occupied and the owner shall be a Low -to -Moderate Income Person or Family, as herein defined, and shall only be conveyed to a Low -to -Moderate Income Person or Family for a period of twenty-(20) years; provided, however, that the unit may be sold to other than a Low -to -Moderate Income Person or Family without restriction as to price provided that the owner pays a sur determined pursuant to a schedule of equity sharing to the Agency due under the terms of the Agency Loan, and, upon such payment, the CC&R's shall, by their terms, terminate, and the Agency shall execute whatever instruments are necessary to remove them from record; C. Prior to any transfer of the Restricted Unit or Assisted Unit the owners of the Restricted Unit or Assisted Unit shall submit to the Agency a request for approval of a proposed transferee and the Agency shall determine if the proposed f &Ud pAP319%0682E00 AVP May 16, 1991 (52) transferee is a Low -to -Moderate Income Person or Family, and, if so, shall approve the -proposed transferee, d. There shall be no discrimination against any person on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Restricted Unit or Assisted Unit; and e. The CC&Rs shall, throughout their term, be binding for the benefit-cf the Agency and the City without regard to whether the Agency or the City is an owner of any land to which the CC&Rs relate. 5. ApproyAl gf-Purchasers. No transfer of a Restricted Unit during the term of the Redevelopment Plan from the Developer or a subsequent owner to a purchaser shall occur until the Agency determines that (a) the proposed purchaser intends to occupy the unit as the proposed purchaser's principal residence, (b) the proposed purchaser is a Low -to -Moderate Income Person or Family, and (c) the proposed transfer occurs at an Affordable Housing Cost. Each such proposed purchaser shall submit to the Agency such information and completed forms as the Agency shall request to certify the transfer price and proposed purchaser's intent with respect to its residence in the unit and its gross income. Prior to the conveyance of the Restricted Unit, each approved purchaser shall submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser may only sell the unit at an Affordable Hosing Cost to a Low -to -Moderate Income Person or Family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner -occupied at all times and cannot be rented or leased. The Developer shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and provide any required information to the Agency in connection with the Developer's original sale of the Restricted Units; provided,- Developer 'shall -not be 'obligated -to -incur any out-of-pocket costs in connection therewith. 6. Lddi&ional Ln_endmen&.Agency agrees not to unreasonably withhold approval of any modification or amendment to this Agreement concerning the above provisions applicable to the supply of Low -to -Moderate income housing which is requested by a holder or prospective holder of any deed of trust or iaortgage encumbering the Site, or any portion thereof or interest therein, where such request is made to facilitate or enhance the financability of such housing and/or the total Site Improvements. It shall not be unreasonable to withhold such approval if such proposed modification would prevent one or more Restricted Units in the housing development from qualifying as affordable housing fA&ts1pubr3191,0682EM.%v? May 16. 1991 (53) �.W units under the Agency's or City's affordable housing requirements pursuant to Health and Safety Code Section 33413 or Government Code Section 66583 or any other applicable sections. C. [$403] Pa inQ GarASe Developer shall construct'a subterranean parking structure (the "Parking Structure") on the Site, as described and set forth in the Scope of Development (Attachment 3). The cost of constructing the Parking Structure shall be borne solely by the Developer. The Developer covenants to construct and maintain eighteen (18) of the parking spaces (the "Retail Parking Spaces") in the Parking Structure for public retail customers, in addition to the parking spaces required by the City to be allocated to use of the retail improvements and other improvements on the Site, in connection with the City's approval of the Project. At such time as the Parking Structure is subject to being placed in use (as evidenced by issuance of a certificate of occupancy therefor or other applicable permit for use), the Agency shall pay the Developer the amount of Fifteen Thousand Dollars ($15,000) in cash for each of the Retail Parking Spaces, for a total of Two Hundred Seventy Thousand Dollars ($270,000) (the "Parking Space Purchase Price"). Concurrently with the receipt of such payment, the Agency and the Developer shall execute and acknowledge the "Parking Structure Agreement" attached hereto as Attachment No. 12 and incorporated herein. Agency agrees not to unreasonably withhold or delay its consent to any modifications of the Parking Structure Agreement requested by any lender or proposed lender on the Project or required in connection with obtaining California Department of Real Estate ("DRE") approvals. In connection with the above, the Agency agrees to assist Developer in securing legal authority to place the Retail Parking Spaces in -use, and to secure a certificate of occupancy or temporary certificate of occupancy therefor, at the earliest possible time, and to take all steps and execute all documents necessary thereto. Agency further agrees to pay Developer for ..the Retail -Parking Spaces notwithstanding that construction has not yet been completed on the rest of the Site Improvements, so long as the Retail Parking Spaces are capable of being used for public parking purposes. In connection with the above, the Agency shall use its best efforts to cause the City to consult and cooperate with Developer to the extent reasonably possible in establishing temporary traffic circulation patterns for the Site as necessary'to allow the early use of the Parking Structure, even if such circulation patterns differ from the patterns contemplated for the Site upon completion of all of the improvements required to be constructed on the Site pursuant to the terms of this Agreement. fAUta\p+*M1W,0692UM.WP May 16. 1991 (54) Any portion of the Parking Space Purchase Price which is not paid when due shall thereafter bear interest at the Agreed Interest Rate from the date due until the date paid. D. (S404] Retail-And-Oflige 12evelopnent Developer shall develop approximately Twenty Thousand (20,000) square feet of retail space and Eight Thousand (81000) square feet of office space, as set forth in the Scope of Development (Attachment No. 3) on the Site. In connection therewith, the Developer shall use its best efforts (including the contacting of prospective tenants) to secure a reputable person or entity, who is acceptable to the Agency and the Developer, and is experienced in the food market business, to lease Ten Thousand (10,000) square feet of rentable area in the location designated in the plans attached to the Development Agreement for the location of a food market. Such efforts shall begin immediately following the Conveyance of the Site and shall continue until six (6) months after the issuance of a Certificate of Completion for the entire Site. If the Developer is unable to obtain a reputable and experienced food market tenant within this period who is acceptable to the Agency and the Developer and who is willing to execute a lease upon terns acceptable to the Agency and the Developer, the Developer shall give notice thereof to the Agency, accompanied by evidence of the Developer's efforts to obtain a food market tenant, including persons or entities contacted, responses received, and the status of any ongoing negotiations. Agency shall then have the right to extend such six (6) month period, on a month to month basis, by paying to Developer, in advance, the amount to be determined by Developer and Agency as necessary to compensate Developer for the continued loss of revenue resulting from efforts to secure a food market tenant for the Site. The payment required for the first monthly extension of such six (6) month period shall be due not later than five (5) days after delivery of the Developer's notice to Agency of the expiration of the six (6) month period. The payment for each succeeding monthly extension shall be due on the first day -of -the period -to -which -such -extension relates. -If any extension payment is not received by the Developer on or before the date on which it is due, Developer shall have no further obligation to attempt to locate an acceptable food market tenant and, thereafter, the Developer may substitute any other legally permitted retail use for the proposed food market use. If Developer does initially secure a food market tenant for the Project, and if that food market tenant thereafter vacates the premises, the Developer shall use its best efforts to secure a replacement food market tenant for a period of six (6) months after such tenant vacates the premises or the date an unlawful detainer proceeding is filed with respect to and served against such tenant, whichever occurs first. If the Developer is f.%&u1pu6r319%0632E-M.RT lay 16. 1991 (55) unable to obtain a reputable and experienced food taarket tenant within this period Who is acceptable to the Agency and the Developer and who is willing to execute a lease upon terms acceptable to the Agency and the Developer, the Developer shall give notice thereof to the Agency, accompanied by evidence of the Developer's efforts to obtain a food market tenant, including persons or entities contacted, responses received, and the status of any ongoing negotiations. Agency shall then have the right to extend such six (6) month period, on a month to month basis, by paying to Developer, in advance, the amount to be determined by Developer and Agency as necessary to compensate Developer for the continued loss of revenue resulting from efforts to secure a food market tenant for the Site. The payment required for the first aonthly extension of such six (6) month period shall be due not later than five (5) days after delivery of the Developer's notice to Agency of the expiration of the six (6) month period. The payment for each succeeding monthly extension shall be due on the first day of the period to which such extension relates. If any extension payment is not received by the Developer on or before the date on which it is due, Developer shall have no further obligation to attempt to locate an acceptable food market tenant and, thereafter, the Developer may substitute any other legally permitted retail use for the proposed food market use and there shall be no further food market requirement applicable to the Project. In connection with the above, Developer shall at least monthly during the period the Developer is attempting to locate a food market tenant, provide Agency with evidence of its efforts to locate a food market tenant, including persons or entities contacted, responses received and the status of any on -going negotiations. Developer shall, from time to time, meet and consult with the Agency concerning development and implementation of a marketing plan for the Retail and Office space on the Site, and shall provide Agency with copies of such documentation setting forth that plan as Agency may reasonably request; provided, all such documentation shall be held by Agency in confidence and Developer shall -•not -be required -to -provide any confidential financial information in connection therewith. E. (§405]Uses-in cco e w ede a me t a • pondiscrimination The Developer covenants and agrees for itself, and its successors, its assigns, and every successor in interest to the Site or any part thereof that, during the term of the Redevelopment Plan, the Developer and such successor and assigns shall not devote the Site to any uses other than those permitted by the Redevelopment Plan as of the date of this Agreement, the Grant Deed (Attachment No. 7), and this Agreement, including the f.%& .pubr319U82E001UT MAY 16. 1"1 (56) Scope of Development attached hereto. The foregoing covenants 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, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subten- ants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the 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: (a), In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, adminis- trators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segrega- tion of, any person or group of persons on account of race, color, creed, religion, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupan- cy, 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." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, adminis- trators 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 an account of race, color, creed, religion, sex, marital status, handicap, 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 f.W&ta1PubrJ1910682EM3.%%'P MAY 16. 1991 (57) 09 k-J 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." (c) 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, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." Subject to Sections 322 and 406, the covenants established in this Agreement and the deeds of conveyance for the Site 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 Site, or any part thereof. Notwithstanding the issuance of a Certificate of Completion for the Site, the covenants against racial discrimination shall remain in effect in perpetuity. F. 1406) Effect of Violation of the Terms a j Provisions of this Agreement After Completion pf 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 right and for the purposes of protecting the interests of the community and other parties, public or private. Such covenants are established by and enforceable only by the Agency, and are not intended to create any third party beneficiary and may not be'enforced-by any person or entity other than Agency. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. Notwithstanding any other provisions of this Agreement to the contrary, all of the covenants of Developer contained in this Agreement -with respect to the Site (excepting only the t:LdaWrAD319'M82UW.%T M.y 15. 1991 (58) covenants against discrimination) shall terminate and be of no further force or effect as to the Site (or any Lot thereof, as applicable), upon the issuance of a Certificate of Completion for the Site or such Lot,.and thereafter all rights, obligations, and covenants of the parties with respect to the Site or such Lot shall be as set forth in the applicable grant deed(s). Notwithstanding anything above to the contrary, issuance of a Certificate of Completion shall not terminate the obligation of the Developer to convey (and the right of Developer to receive payment for) the Agency Parking Spaces if such obligation is -then still executory. Notwithstanding issuance of a Certificate of Completion for the Site, Developer and its successors and assigns shall still be required to maintain the Site and perform all other obligations in accordance with the standards set forth in the Grant Deed. Issuance of a Certificate of Completion shall not waive, limit, or terminate any obligation of a party to return or release any deposit or security pursuant to the terms of this Agreement, repay any amounts due to Developer pursuant to the terms of the Developer's Loan or the Additional Developer Loan described inthis Agreement, or to limit the scope of any indemnity obligation which has accrued or which, by its terms, remains applicable following the Certificate of Completion. V. [S500] DEFAULTS AND REMEDIES A. [§501] Defaults -- General Subject to the extensions of time provided by Section 603, 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 shall give written notice of default to the other party, specifying the default complained of and the actions required to correct such default. The party asserting the default shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, commences to cure, --correct-or remedy - such failure -or - delay- and • completes such cure, correction or remedy as soon as reasonably practicable after receipt of such notice. B. [S502] Lgal.Actions 1. [S5031 Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501, either party may institute legal action to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this -Agreement. f: &Wfub"17-0682f:0M.WF may 16, M (59) 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. (55041 AmUc-pble_Daw The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [5505) Ac geptgncp 2f Service of__Erocess in the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon any general partner of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. Service on any of the foregoing natural persons accomplished by or on behalf of the Agency shall be deemed to effect service on the Developer (and all of its constituent members) to the greatest extent permitted by law. C. CS5063 Rights and _gemed Les re,_rumu�ative 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. Without limiting the generality of the foregoing, the right of either party under Section 511 or 512 to terminate this Agreement due to a -default by the -other -party shall not be•deemed-to-prohibit or limit the right of the party entitled to termination to sue for specific performance, damages, and all other appropriate relief. D. [55071 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 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. (Mat,'.pubMM0682FOM.ST M+y 16. 1991 (60) %4.0. E. [S508] Remedics-And. gUs Prior to Conveyances 1. [Vj509] Damages If any default is not cured or commenced to be cured by the defaulting party within the time provided in Section 501 above, then, subject to the limitations of Section 512 below concerning liquidated damages, the defaulting party shall be liable to the other party for any damages caused by such default. 2. [5510] ,Specific Performance If any default is not cured or commenced to be cured by the defaulting party within the time provided in Section 501 above, then, subject to the limitations of Section 512 below concerning liquidated damages, the non -defaulting party at its option may thereafter (but not before) commence an action for specific performance of the terms of this Agreement. 3. [S511] Termination by the peveloper Prior, -to &he Cor3veypnce In the event that, prior to the Conveyance: a. The Agency does not tender conveyance of the site, in the manner and condition, and by the date established in the Schedule of Performance (Attachment No. 6) for the Conveyance, and any such failure shall not be cured within the period provided in Section 501; b. The Developer determines, in its reasonable discretion, that the condition of the soils on or under the Site (other than the presence of Hazardous Substances) is not suitable for the uses to which the Site is to be put, and such condition is not cured to Developer's reasonable satisfaction within a reasonable period of time by Agency after written demand by the Developer, or the cost of Remediation of Hazardous Substances exceeds the Remediation'Cost Cap, and the Agency will not pay for the costs in excess of the Remediation Cost Cap; C. The Developer is unable, notwithstanding its diligent efforts, to obtain financing, acceptable to Developer, for the acquisition and development of the Site; d. Any of the Conditions Precedent to the Developer's performance of its obligations has not been satisfied (or waived by the Developer) by the time provided in the Schedule of Performance (as the same may be extended pursuant to Section 603) except those conditions which are to be performed by the Developer; or i:1da►. pubfi319:9682FA63 V�? may 16. 1"t (61) e. Any conditions or mitigation measures requiring the expenditure of funds by the Developer (and not otherwise already imposed on Developer pursuant to this Agreement or the Development Agreement) are required of the Developer in connection with development of the Site as a result of environmental review of the proposed development and Agency fails, within the time provided in Section 310, to assume responsibility for payment of all costs and expenses related thereto; then, at the option of the Developer, upon written notice to the Agency, all provisions of this Agreement shall terminate and be of no further force and effect, the Developer Deposit, all letters of credit, guaranties or other security or funds posted by Developer, and all funds payable to Developer upon such termination, shall be immediately returned to or paid to the Developer, as applicable; and thereafter, neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to this Agreement (except that the Developer does not, in such event, waive any legal or equitable rights or remedies it may have against the Agency for the Agency's default or to the return or payment of any documents or funds to which it is then entitled). 4. [§512] Terminatign by the Agency Prior to the Conveyance In the event that, prior to the Conveyance: a. The Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement and such action is not cured within the period provided in Section 501; or b. There is a change in the ownership of the Developer contrary to the provisions of Section 107 hereof and such action is not cured within the period provided in Section 501; or ce The Developer does not submit certificates of insurance, construction plans, drawings and related documents as required by this hgreement, in the manner and by the dates respectively provided in this Agreement (as the same may be extended pursuant to Section 603) and such default or failure is not cured within the period provided in Section 501; or d. The Developer fails to countersign the Grant Deed (Attachment No. 7) by the time established in the Schedule of Performance (Attachment No, 6)(as the same may be extended pursuant to Section 603) for the Site Conveyance and such failure is not cured within the time provided in Section 501; or f.W&WpubR319-.0"2EW3.%%T May 16, M (62) e. Any of the Conditions Precedent to the Agency's performance of its obligations has not been satisfied by the time established therefor in the Schedule of Performance (as the same may be extended pursuant to Section 603), except those conditions which are'to be performed by the Agency; or f. The Developer does not take title to the Site upon tender of conveyance by the Agency pursuant to this Agreement and following satisfaction of all Conditions Precedent thereto, and such failure is not cured within the time provided in section 501; or g. The Developer is otherwise in default under this Agreement and such default has not been cured within the time provided in Section 501; then, at the option of the Agency, upon written notice to the Developer, this Agreement shall be terminated, and thereafter neither party shall have any further rights against the other under this Agreement (except that, subject to the limits of the following paragraph, Agency does not in such event waive any legal or equitable rights or remedies it may have against the Developer for the Developer's default). IN THE EVENT OF TERMINATION UNDER SECTION 512(a) to (d), (f) or (g), THE DEVELOPER DEPOSIT OF $50,000, AS SET OUT IN SECTION 109, SHALL BE RETAINED BY THE AGENCY AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, OF THE AGENCY HEREUN- DER. IN THE EVENT OF TERMINATION, THE AGENCY WOULD SUSTAIN DAMAGES BY REASON THEREOF THE AMOUNT OF WHICH WOULD BE UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO THE CITY AND THE AGENCY, THE DELAY OR FAILURE OF THE AGENCY TO FURTHER THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN, AND LOSS OF OPPORTUNITY TO ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE AGENCY. IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF THE OPINION, UPON THE BASIS OF ALL•INFORMATION AVAILABLE TO THEM THAT THE TOTAL OF SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE AMOUNT OF THE GOOD FAITH DEPOSIT (WITH ANY ACCRUED BUT UNPAID INTEREST THEREON), AND SUCH AMOUNT SHALL BE RETAINED BY THE AGENCY UPON TERMINATION AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY AGENCY. AGENCY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. IN THE EVENT THAT THE DEVELOPER SHOULD CHALLENGE THE APPLICABILITY OR EFFICACY OF THIS PARAGRAPH OR IF THIS PARAGRAPH SHOULD BE HELD TO BE VOID FOR ANY REASON, THE AGENCY SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OTHERWISE PROVIDED BY LAW. f.W&u1fubC319,0682£A03.%%? huy 16, 1991 (63) THE DEVELOPER AND THL AGENCY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR INITIALS BELOW: Developer i ial Hdre genc Initial Here In the event of a termination pursuant to Section 512(e), the Developer Deposit shall be returned to Developer. In the event of a termination under Section 512(a) to (g), all letters of credit, guaranties or other security or funds posted by Developer, other than the Developer Deposit, and all other funds payable to Developer upon termination of this Agreement, shall be immediately returned to or paid to the Developer, as applicable. F. [S513] Remedies of the Parties for Default After the Conv_eYangg 1. [S514] Ueminatin and Daynacres After the Conveyance, if any default is not cured within the period provided in Section 501, the defaulting party shall be liable to the other party for any damages caused by such default. 2. [§515] Action for Sp'e, cific Performance After the Conveyance, if any default is not cured within the time provided in Section 501, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement. G. [S516] geentry and Revest ng_ of Title in the Agency_ After -the_ 9 vayange_ Subject to the provisions of Section 322, the Agency has the additional right, at its option, to terminate this Agreement -and, -upon -such rtermination,-to reenter -and take possession of the Site, or the portion thereof for which a Certificate of Completion has not been issued, with all Improvements thereon, and terminate and revest in the Agency the estate conveyed to the Developer, if after conveyance of title to the Site and prior to the recordation of a Certificate of Completion for the affected portion of the Site, the Developer (or its successor: in interest) shall: 1. Fail to start the construction of the Improvements as required by this Agreement for a period of sixty (60) days after written notice thereof from the Agency (as the same may be extended pursuant to Section 603); or fA&t':pabr3190682000b.%%? May 1b, 1991 (64) M 2. Abandon or substantially suspend construction of the Improvements required by this Agreement once commenced for a period of sixty (60) days after written notice thereof from the Agency (as the same may be extended pursuant to Section 603); or 3. Transfer or suffer any involuntary transfer of the Site, or any part thereof, in violation of this Agreement and such violation shall not be cured within sixty (60) days after the receipt of written notice thereof by the Agency to the ❑eveloper (as the sane may be extended pursuant to Section 603); but 4. Notwithstanding the time limitation: in subsec- tions (1), (2) and (3), so long as Developer is proceeding with reasonable diligence to correct or cure any cause set forth in such subsections, such time limitations shall be extended for the time necessary to complete such correction or cure. Such right to reenter, terminate and revert shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deed of trust. The Grant Deed (Attachment No. 7) shall contain an appropriate reference and provision to give effect to the Agency's right as set forth in this Section 516, under specified circumstances and prior to recordation of any Certificate of Completion, to terminate this Agreement and to reenter and take possession of the applicable portion of the Site, with all Improvements thereon, and to terminate and revest in the Agency the estates conveyed to the Developer in such portion of the Site. Upon the revesting in the Agency of title to the affected portion of the Site as provided in this Section 516, the Agency shall use its best efforts to resell the Site as soon and in such manner as the Agency shall find feasible and consistent with the objectives of the state redevelopment 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 of making or completing the Improve- ments, or such other improvements in their stead as shall be satisfactory to the Agency or who will assume the ownership, management, and operation of the Site all in accordance with the uses specified herein and specified for the Site or part thereof (A&t*kWb"19106%ZEW3.WT may 16, ["1 (65) �r in the Redevelopnent Plan. Upon such resale of the Site, the proceeds thereof shall be applied: 1. First, to reimburse the Agency, on its own behalf or on behalf of the City, for all costs and expenses incurred by the Agency, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership thereof by the Agency, an amount, equal to such taxes, assessments, or charges as would have been payable if such area were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time of revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer; any expenditures made or obligations.incurred with respect to the making or completion or operation and management of the Improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency by the Developer and its successor or transferee; and in the event additional proceeds are thereafter available, then; 2. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of: (a) the Purchase Price paid to the Agency by the Developer for the Site; and (b) the costs incurred by the Developer for the development of the Site, and for the Improvements existing on the Site at the time of the reentry and repossession, including costs for plans, reports, studies and other like matters; and (c) all funds advanced by Developer in connection with acquisition of the Third Party Parcels or clearance, environmental testing and remediation of the Site; less, (d) any net gains or income withdrawn or made by -the Developer -from -the Site -or the Improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its sole property. The rights established in this Section 516 are to be interpreted in light of the fact that the Agency will convey the Site to the Developer for development and operation for the purposes herein specified and not for speculation in undeveloped land. Flda�a'.pub11319'0682FA03.V�P may 16, 1"1 VI. [§600] GENERAL PROVISIONS A. [5601] Hotices,_Pgmands and Communigat1ons between the Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand, dispatched by reputable overnight courier service, or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in sections 105 and 106, respectively. Such written notices, demands and communica- tions may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 601. Any written notice, demand or communication shall be deemed received immediately if delivered by hand, shall be deemed received on the first working day following dispatch if delivered by overnight courier service, and shall be deemed received on the third (3rd) day from the date it is postmarked if delivered by registered or certified mail. B. [§602] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agree- ment, nor shall any member, official or employee of the Agency participate in any decision relating to the Agreement which affects his personal interests or the interests of any corpora- tion, partnership or association in which he is directly or indirectly interested. C. CS6031 n o ce e a x e s on pf Tines o 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; litiga- tion; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontrac- tor 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 (provided that the acts or failures to act of the City shall not excuse performance by the Agency); or any other causes beyond the control or without bdatalfaP319U82G00 UT I&Y 16. 1"1 (67) the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice,by the party claiming -such extension is sent to the other party within sixty (60) days of the commencement of the cause, or from delivery of such notice if delivered after such sixty (60) day period. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. the-Aciency and the Developer No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any succes- sor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this -Agreement. No officer, director, or employee of the Developer, or officer, director or employee of any partner of Developer, shall be personally liable to the Agency or the City, or any successor in interest, in the event of any default or breach by the Developer or for any amount which may become due to Agency or City on any obligation under the terms of this Agreement. E. JS6053 ntire eere t Waivers Conse t and Approval This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 70 and Attachments 1 through 11, which constitutes the entire understanding and agreement of the parties. This -Agreement integrates all of the terms and condi- tions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. Except as otherwise expressly provided herein, when any consent or approval is required from or by another party, such (A&tepaI%3]%0692M.%%? Mk" I6. 1991 (68) �W) `v) party shall act reasonably and shall not unreasonably withhold or delay such consent or approval. F. (56063 Memorandum -of Fgreement The parties hereto shall execute and cause a Memorandum of Agreement attached hereto as Attachment No. 11 and incorporat- ed herein to be recorded in the official records of Orange County, California within thirty (30) days after the Effective Date of this Agreement. VII. [$700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency within forty-five (45) days after the date of execution and submission of one (1) copy of this Agreement by the 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. IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. DATED: 7n oZ `j 1991 REDEVELOPMENT OF H TGTON cor orate land By N ATTEST: Agency Secretary AGENCY OF THE CITY BEACH, a public body polit c ecutive Dire "AGENCY" f:Idaulpubr31910682FA03.V►T I&Y 16. 1"1 (69) APPROVE AS wTOFORM: By• Strad ingV K ca, Carlson & Rau��oth AgencySp a Counsel By: /" i L 1 .�,� City Attorney 5. Agency Genera ounse f.V&u`pubr319% 682E0o(S.%%T May 16. 1"1 (70) f. %&W pubft3191.0682 E-003.YFP NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership By: K/W Realty Group Limited Partner- ship, a Delaware limited partner- ship, General Partner By: Klingbeil Development Company Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Development Corporation, a Delaware Corporation, its General Partner By:. V. P. By: NIT Development Company, a Califor- nia general partnership, General Partner By: Newcomb Development, Inc., a California corporation, its General Partner W:ZE'.PS.' .`�� By: Creative Decor Concepts Group, Inc. , a California -corporation, its General Partner BY: (71) l M,Y 16, 1991 s .r. A=O-M-r NO. 1 SITE r� OQ+�rUG � AY �J✓ E � — Prc�Ewc.� P�nx.E LS w r 10INA �� W ., g w 07 09-90Suv� 0438u�/2460/43 B£ GT� .:1- ,f 7 f �9 !l �crsa ro•tr•r ' 9 • II 2 / • 2 p, 3 ?6 r 4 . 2 ATTACHMENT NO. � Page I of 1 IVOr£� ASSMOR, £LOCK 8 as ATTACHMENT NO. 2 LEGAL DESCRIPTION -OF THE SITE Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. ki ATTACHMENT NO. 3 KKO)UM USMSID w1komm2ta I. o N : Project will include a total of 28,000 square feet of commercial space distributed as follows; Retail - 10,000 square feet on the ground floor Market - 10,000 square feet on the ground floor fronting Main Street Office - 8,000 square feet on the second story, equally divided between the two retail structures. II. RESIDENTIAL: A total building area of approximately 95,000 square feet will be provided, totalling 6B residential units (60 - 2 bedroom, 2 bath units at approximately 1,000 square feet and 8 - 1 bedroom, 1 bath units at approximately 900 square feet)., Eight (8) Two bedroom units and two (2) one bedroom units, distributed evenly throughout the project, will be Restricted Units. PARKING: The project will provide two levels of subterranean parking with additional parking at street level. The total number of parking spaces constructed will be the sum of the parking spaces required by the City as a condition of City approval of the Project in accordance with the applicable City code in effect as -of the date of -this Agreement, and -the eighteen (18) additional Retail Parking spaces. The parking is presently contemplated to include the following number of parking spaces, divided as follows: Street Level 48 spaces Parking Level 1 190 spaces Parking Level II 78 spaces Total parking estimated to be provided 316 spaces l:WaulpubNl9'.D682FOQ3.KP A"Y 16, 1991 (1) IV. OBI AND OFF SITE IMPROVEMENTS: The project will provide on site and off site improvements including but not limited to curbs, gutters, relocation and undergrounding of electrical service, relocation of sewers, water, and other public utilities and expansion thereof, as more particularly described in Exhibit A attached hereto (the "Off -Site Public Improvements"). V. ,SPECIAL FEATT S: In addition to the discussion of specific uses above, the project will provide public plaza areas at the corners of Main Street and Olive and Main Street and Orange, as well as an additional plaza in the center of the Main Street frontage. Within this central plaza the project will provide a fountain or other water feature, the design of which will be subject to review by the appropriate city discretionary bodies and approval by the Executive Director of the Agency. The Scope of Development is intended to provide a guide in the assessment of the project, however the exact configuration of the project will be subject to entitlement approval. F.%&u%pub1%3190682EM3.V? WY 16, 1991 (2) PR.Putf) BY: kA;.DFN I ASSG+CIATES J08 NO.: C837-267-1 1SM2 COW&N, SUITE 210 DATE: (A/13/90 MINE. CA 9V14 WWCOMBITILLOTUN DEVELOPMENT BY. MS/D8 (7I4) W-0110 hL'NTINCTCN BEACH. CALIFORNIA f�..a�...�...w�. .■YYr++■■sv............ a.aarra.a...ausesea 0«atriasaaaaaaaa tuaa as a a a asa a as &aria-----aa a aasaaaaaa I IEST.MATED I I LMIT I ESTIMATED j i DESCRIPTICYI QUANTITY IUMITI PRICE I COST I REW.RrS I I `� ------ EL£CTRiCAJT£IEPMOhE/GA5I �-----._---- -------- ---— --------------- ------------------ IGMTZZt UaWAWO ELECTRIC 1 750 IL.F.1 I ICE)ISTRUCf uwuRuo" TELEMX I 750 1L.F.1 I 1 I 0tSTR V UiCIMMU D CAM T.Y. I 750 1 L. F.1 I laMTW T GAS LINE I 520 IL.F.I I ; I F I I I I 1 SUBTOTAL I I I I I Toni. UTILITY IMPROVEI-WS I I I 1 V. $TCAM DRAIN IMP OVEl0(TS I I I I t jawrR= JAwIoN muCTURE I 3 1 EA. I I I II MGWE P--UG = JOIN EXISTING R.C.P. ( 2 AEA. I IAT KILIN i OLIVE I IL -AC JCT CATCH WIN (W-4') 1 s AEA. ( I I IaNSTRUCT 184 R.C.P. I "0 IL.F. I IIN MnIN ST. (INCL. LATERALS) I SUBTOTAL I 1 1 1 I I TOTAL PUBLIC IMPRCVF?EM I ] I I 1 Ias >i6!{iT�i�./'■ ffiirawafss aaaf Yfisa Yalif.aifiiaara• 11 aaaaas asa a asaaaaa;assaammanaaaaaaaaaI • E. 'K9NCY FEES : A&SCSSKNTS I I I I t l l IMIKERING b INSPECTION FEES I ! I 1L.3.1 4.OSS I ! TOTAL PUBLIC IMMNENENT COST I JIM DTTERSc"/AswvTIOpd I )TRAFFIC IMPAq FEE I ITRIPI IPER ICAPITAL FACIL�M WATER FEE ( 3 IWS•I jCD++ERCIAL-PfR JEFF REMN I ICAPITAL FACIIjTM 11+ATEA FEZ I 68 ID.U.1 jRESIDMIAL-W A.SWIFTIONS I 1CITY SmR FEZ I 66 1D.U.I IRESIDENTIAL I ACM SM FEt 1 1.9 IAC. I ICDKRCIAL I ICasTR M101 1 AM FM 1 68 10.U.I 13EP.CF SIVUNIT/lo.Q IOS.I11 ADYAMI IORu4;E CO.WY.SANITATION DISTRICT SEWER FEE 1 27.000 1S.F-1 ICCMERCIAL I IORO" WUrT1 SWITATION DISTRICT SEWER FCC I 69 ID.U.I JUSIOENTIAL IMIMAGE FEE I I 3 IAr. I I I loca.om acl? COST 1 IL.s.1 11Z TOTAL PA78LIC DVNXFTENT Carr I jFM ACFI+R.Y M3 & AUMCM .�YMM 1 w f��ti�aa Y�i./�Y.raa M. ■.. Ma■.!■ia/—Ya.aa�./iMMNM..MaM.NMN...r..ai F! cmc.rwl FEES I IL.S.1 1 11CX TOTAL PUBLIC IMPRNCMD(r COST I j 1 I I I jIMM O 3 CIVIL ENGMER DESICM I 1 I I 1 ( I IFIELF CTION SURvf D4 I I I # 1 1 - I 1sol�s ENGIiEERINQ COK3uLTA1fT FEES I w.wr■.aiiswiAsisaaawr�a�-- -�-�aaaaasaa---_--aaaaa�asaaaas�■�asaaawasa■taasssa■awaasWaasaaiasMiwiaasawwss EXHIBIT "A" P5LPAA:D M WJLMN I AS90CIATES ZM NO.: OM7-267-1 IE012 CDY AN. SUITE 210 CATE- 08/13M IFVINE, C4 gmt HFW0048/TILLOTSON DE14LOMEW BYr M5/CB (714) 660-Olio 1+UH'tYwmG wow. GLSFORxII. 441"0114144447iiiaa"4i Rii" X=a;9Wai=ii+ i 11:=M it ss4111st 111m■141 x-1�s e�mmm emmjmm� l ;ESTIK&IED DESCRIPTION I MM 71TY IUNITI l--____-__—�— i Ri1WKS I _--___------ I A. RQMDVAiS - ---• --------------------..�_�—...�I 4 s-v-ET IRDINE EXISTM A.C. PAYUIENT i 38.370 IS.F.I ITO CENTERLINE OF STREETS INCLUOLNG I lR-n-ME ExIsTrw Cups I 1. = IL.F.I (ALLEY (INCL. SA:4 mIHG) I IRDINE C:aq=c SIMULK MUM DRIVEWAY { 13.015 is,F.i i I i l SU270TAL I I I I 1 ! SEWER I ! ! I 1 I l I I I IASS.#0 SEWER PAIN R010VAL FROM l JUMOVE C41STING 8" 35CR LINE I 455 IL.F.I ISM RIB-OF-4AY OF arVE TO i IR01" E:(ISTING SEWER PMNHCLES l 1 IEA. l ICENTERUNE OF oRW I I I I I IINCLUDING EXISTI?4 SEWER LATERALS l I SUBTOTAL l I I I ! I kATER ! I ! I I ! I IRf?WE EXISTING 8" WATER LINE I ! I 395 IL.F.I I l IAS& ED WATER MAIN XMIAL FROM10-I IRE?QVt i SALVAQE EXISTI►4 WATER METER I 1 IL.S. I WORTH OF CENTERLINE OLIVE TO I I I I I (EXISTING 8" WATER (MIN IN ORMQ I j ELECTRIC4jnLf;4"!/GALS I I I I I 1 IREMM EXISTImG UTILITY POLES A LINES I 4 IEA. I 114CLUCING TELEMX I ELECTRICAL I IREKVE EXISTING MEET L100 I 3 IEA. I istRvICfS IREMOVE EXISTING GAS LINE (INCLWINB METERS) I 390 IL.F.I ;14CL;OING EXISTING GAS LATERALS l j� sl�aru I � I I I I I r ML9CELLAMf:0J3 lite4m visnM6 TREE I 7 jEA. I l IRE UXATt PARKING MMA I 20 Im I I ! I REMME FXIM-P G WILE AOUW PIPE I 90 IL. F. I IILSSt3ED REMWE ENTIRE PIPE CROrSSI'Al I ; l I I Iowa[ i PM7itTIa m C>rx1ERLINE I I SMMAL I I I ICAOSSING OLIVE INCLWING YXICI I I Y ' I .__. ! w, • RESTORAT ION TDTA1. REICIVAL I I I I � ii4lYww/i84Mom" Y1Y4�41�s11f�a4y_i11/1i�14�sNi�.�\■11�r■�1141Y1�t1ii>`1y1i�1f1�� I PIEPARED BY: ; 4%LVEN i ASSOCIATES 10012 C04m, SUITE 210 IRVINE. CA 92714 (714) GE-3-011 a I I:sr.P+Ar:D I I I DESCRIPTION I O-WaITV jUNIT1 S. STREET V ROVE>WS IacwW7 cum i W"ER 1.390 L.F.I Ii:PWRXT A.C. PAVDCKT AC I 890 ITOR I A3 1 1,975 ITON I JMS"TiiU(.'I SIDB.ALX I 13.625 IS. F.I ICONSTRUCT CR= HITTER I 600 IS.F.1 IctNTmxr ► WICAP R*qs I 4 IEA. I 1<045TQLT DCCORATM STREET LICNTS - DOUBLE I 3 1CA. I IoFSTR a OC;0PATIVE STREET LIGHTS - S!NGLE 2 IEA. J IRELOCATT MEET LIAITS - STANU" I 6 IEA. I I MEET LI6H'•CONDUIT I 1.470 IL.F.I ISIGNIFS A STNIPINC I 1 IL.S.I ITRAFFIC mK;Y1DL I 1 IL.5.1 I LAIJCS f ALLa+A►r.2 I I I S;STOTAL I I ! I C. ;IrILIIY :P K)VEMENTS I I I I SE1+ER I i i ! I lCilSTa T 80,SMR MAIN I I 1 Roo IL.F.I 1014TRUCT SMR MIM&W I 3 IEA. I Jo3cnt= SotR a.FvW f I Imo• I f it-lim P" A aotx I i IEA. I ICLWTRUCT 384EI LATERAL (6r VCP) I 135 IL.F.I I S1lTQTAL I I I WATCR f 1 I 1 I letmTxjct 9r;WTEA MAiM ( I I 695 IL.F.I IaIKSTRIILT Be:GTE VALVE I 4 [EA. I Ia7M5T'A a i2' VATER MAIN I 395 IL.F.1 I awTm= 121 GTE VALVt 1 1 J EA. J C(M7 Cr FIRE NYMANT ASMMXY (I NCL. VALVE) I 5 - I EJI. I loin I1Cr r 'FIR£ smiLE (Iwx. VALVE) I 1 I EA. I I CrxM U.T 20 -WATER SERVICE (I NcL. METER) 1 4 I m I 1 aINSTRtI` r NOT TAP (INM. VALVE) I 2 [EA. I It-30W T•t#IIST et~Adc i %A A JOIN EXIST. WAY. I 2 IEA. lrl=TE EXIST WQ FIX WWXT I 1 IEA- I SLMTCTAL I I I N(kC"MLLOTSON W4L0rW-NT HUNTINGTOk SCAC +. CALIFOANIA JCS NO.e 0697-25T-1 CAM 00/13M BY: MSIDB r' -Mv.-aa-a� raa vlaara w are a■aa■eaaaaaaaaaaaa aaaaaa aaaaaasaaYar aA■• QF WKS Imo DECORATIVE PAVU"T IMCLIAED I I ASSLK D DECORATIVE CONCRETE JAY 1rIFTH i OLIVE IMAIN STREET I JORANGE. OLIVE A FIFTH STREETS I I IXRING CONSTZiCTION I INCL, 7 Titus ON MAIM ! "mime I I l 1 I IF" EX. M.N. 0 MAIN i OLIVE YEW. CF Ex. UNE JAY P11UN A OLIVE IS LATERALS IN VAIN SMIT JOLIVE I FIFTN STREETS I JKAIN STREET Aswo IDCMESTIC A LANa6CAPE I JAY VAIN i ORAM W I I r�rr�a ■ ■a raver..r.rrrr+_+ra�aMaYrM�iia�i��i ii irwlr� air�aa aa�yr�ra...raarrarasa r �� ATTACHMENT NO. 4 "sw otw el. Dated as of , 19� On or before the "Maturity Date" (as defined below in Section 2), the undersigned, THE FEDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Borrower") promises to pay to the order of NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership ("Lender") at 2800 Lafayette Avenue, Newport Beach, California 92663, or such other place as Lender may from time to time designate in writing, those aaounts advanced by Lender to Borrower pursuant to the terms of the Agreement (defined below) and repayable by Borrower to Lender pursuant to the terms of Section 201[7] of the Agreement, together with interest from the date hereof at the rate and in the manner hereinafter specified. 1. Capitalized Terris. All capitalized terms which are not defined herein shall have the same meaning as set forth in that certain Disposition and Development Agreement (Third Block West) dated , 19 entered into by and between Borrower and Lender (the "Agreement") 2. Maturity Date. The "Maturity Date" shall be the first to occur of the following: (i) Borrower's election not to adopt the resolution(s) of necessity necessary to authorize condemnation of the Third Party Parcels within the time provided in the Schedule of Performance (Attachment No. 6 to the Agreement); or (ii) termination of the Agreement for any reason, other than the Lender's uncured material default under the Agreement. If, at the time the Agreement is terminated, Lender has committed a material default which has not been cured within the cure period provided in the Agreement,- -the - "Maturity Date" -shall- -be - the date -on -which Borrower conveys all or a portion of the Site, or any interest therein, to a developer other than Lender for purposes of redevelopment; provided, (i) that Agency shall use its best efforts to locate such a developer as quickly as possible, and (ii) the "Maturity Date" shall, in any event, be deemed to occur not later than one (1) year after the date of the Borrower's notice to the Lender of the termination of the Agreement. 3. Interest -Rate And_Payment. The outstanding principal balance of this Note shall not bear interest; provided, however that if the outstanding principal balance of this Note is not repaid in full on or before the Maturity Date, f.%&U1"bD317-0682F.003.WP WY 16. 1"1 (1} the same shall thereafter bear interest at a rate equal to twelve percent (12%) per annum or the highest rate permitted by applicable usury law, whichever is less, from the Maturity Date until the date paid. No principal payments are required to be made until the Maturity Date, at which time all unpaid principal and other charges, if any, shall be due and payable. 4. Deed gf 1rust. This Note is secured by a Long Form Deed of Trust and Assignment of Rents which encumbers the Agency Parcels, as more particularly described on Exhibit "A" to the Deed of Trust ("Deed of Trust") dated , 19 . 5. Application of Payments. All payments received by Lender shall be applied as follows: first, to the payment of collection charges, if any; second, to accrued and unpaid interest, if any;'and third, to the payment of principal. 6. Attorneys Fees and Collection Charges. In the event of a default under this Note or the Deed of Trust, in addition to principal and interest, Lender shall be entitled to collect all costs of collection, including but not limited to reasonable attorneys, fees incurred in connection with Lender's collection efforts, whether or not suit on this Note or any foreclosure proceedings with respect to the Deed of Trust is commenced. All such costs and expenses shall be payable on demand and until paid shall also be secured by the Deed of Trust, and shall bear interest as provided in this Note. 7. Default: Acceleration. Subject to the applicable cure periods as set forth in Section 501 of the Agreement, in the event Borrower fails to pay any principal due hereunder on or before the Maturity Date, Lender may proceed to exercise any or all of its rights or remedies under this Note, the Deed of Trust, at law or in equity. In the event Borrower breaches any provision of this Note other than the provisions requiring payment of principal or interest hereon, or upon the occurrence of any Event of Default as defined in the Deed of Trust, or upon any default by Borrower under the Deed of Trust, Lender may, without further notice to Borrower, at its option declare the entire unpaid balance of this Note, together with all accrued interest and other charges, if any, to be immediately due and payable, and Lender may proceed to exercise any or all of its rights or remedies under this Note or the Deed of Trust, at lay or in equity. 8. psury. It is the intention of Borrower and Lender to conform strictly to the usury laws that are applicable to this Note. This Note and any other agreements between f UatepuDM IV06R2r=.WP may 15. 1991 (2) Borrower and Lender evidencing or securing the Borrower's obligation hereunder are hereby expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to Lender or the holder hereof exceed the maximum amount permissible under applicable usury laws. If under any circumstances fulfillment of any provision of this Note shall result in exceeding the usury limits prescribed by law, then the obligation to be fulfilled shall be reduced to the legally valid limit. All sums paid or agreed to be paid to Lender, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, shall be amortized, prorated, and allocated and spread from the date of disbursement of the advances described in this Note until payment in full of this Note so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. 9. Ito waiver by Lender. Failure of Lender or other holder hereof to exercise any right or remedy hereunder shall not constitute a waiver of any future or other default. No indulgence granted from time to time shall be construed to preclude the exercise of any rights which Lender may have. 10. Amendments. Amendments to this Note may not be made orally, but only by an agreement in writing, signed by the party against whom such amendment is sought to be enforced. 11. Waiver by Borrower. Borrower agrees that it will still be liable for repayment of this Note, even if the holder hereof does not follow all otherwise required procedures (including presentment, protest, demand, diligence, notice of dishonor and of nonpayment), which requirements are hereby waived. 12. Notices. Any notices required or permitted to be delivered or given by this Note may be delivered personally, sent by a reputable overnight express mail service, or sent by United States Mail, and shall be deemed to have been given and delivered -upon receipt-if•personally served, one (1) business day after deposit if sent by overnight mail service or three (3) business days after deposit if sent by United States Mail, certified or registered, with postage prepaid and properly addressed. The addresses for delivery shall be as follows: If to Borrower: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attn: Executive Director f.%&&pubil9I4'.0681C:OOi.WP may 16, 1"1 (3) with a copy to: STRADLING, YOCCA, CARLSON & RAUTH 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6441 Attn: Thomas P. Clark, Jr. If to Lender: NEWCOMB/TILLOTSON DEVELOPMENT COMPANY 2800 Lafayette Avenue Newport Beach, CA 92663 Attn: John Newcomb with a copy to: BROWN, WINFIELD & CANZONERI, INC. 300 South Grand Avenue Suite 1500 Los Angeles, CA 90071-3125 Attn: Dennis S. Roy, Esq. Any -of the above entities may from time to time change its address for notice by notifying each other addressee in writing of such change. 13. Governing Law. This Note shall be governed by, construed and enforced in accordance with the laws of the State of California, applicable to instruments executed and to be performed in the State of California. Borrower hereby submits to personal jurisdiction in Orange County, California for the enforcement of Borrower's obligations hereunder and waives any defense to such jurisdiction. IN WITNESS WHEREOF, Borrower has executed this instrument as of the date first above written. "Borrower" THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By. Chairman By. Executive Director f Wate"bt1319,0682E009.UT W! 16. 1991 (4) ATTEST: Agency Secretary APPROVED AS TO FORM: By: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel By: City Attorney, Agency General Counsel r:ta e. p,aersi9toea�Eom.v�� UAV is y�i (5) Aa:0001f. 4901r921rab ST kl.� ;=A= ZT :10. 5 k-01M OF DEM OF TRUST 4wdi r011w t/sesoct a...V To I 300 SCuth Grand Avenue, Sulte 15.0 w Los Angeles. CA 90071-3125 ..,. LAttra: .... Dt-=s S. R:7y of Na tse..a. er • et.CC AOOV9 7+e1111 1.1099 ION stiCOODCO gvye,� Long Form peed of Trust and Assignment of Rents (PPB) TWa Detd of True.' rode thin dal of 19` . 1e,■.e,t •hsos awddnr i/ 2000 ?Bair: St--eetr P4. WX 1,90. Htr:_=c;t0r: Peatch. CA 'Mk."'6t�Ltto.- Dmnce Ccast Ti tie -*r.e.tw"s- '(fir 1.=or:ua Ie"t lelrel too. + IV*Q; ! carporatfon. nereln cared Trustee, and %EW=S/ T-.-2L":te-'T Gil.'-.CPM-IN CLAY. a W.fzr..La gtleral pa.-trlership .Ir,.uan.d.c.cnn.n• Witzesseth: T1tat duster IPitaOCAILT PO.W-1 TUNI? W ua .6alcKs 1. Tsunse al "LIT..ffX IrO.9. or /.tot. Wat property to We Rty o. K .taw gto.l bia=-, Crary'! C"my. Gi,for*q. iewrs►.d a. STD ==- i "A' A"?�'r� HDrr 0 K%M =RKRA= if: F-IM BY .1cS R}TEF_t= "CtTfttR Tt TV the R/1/. errs" eat plots 1610941. St;ljt[T. WOWt Vt11. 10 5h* h&%1. ps-w Md Nt►er.rw oewtooller i-we as eM sosfw.st "we Sessacs" r coffee[ sat ap}ir sacs tens loNr sed pelle. rest C6 PIFills"wo of L.te<,.a. 1. 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Wwo -Iee.+*tm'ee .y to f./a r- 2_ EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. F.:0682007.056/003 1 091390-2 EXHIBIT "B" This is a Rider to that certain Deed of Trust (the "Deed of Trust") dated 19_, executed by THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, as Trustor, to ORANGE COAST TITLE, a California corporation, as Trustee, for the benefit of NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership, as Beneficiary, and supplements the Deed of Trust as follows: I. Acceleration. Upon the occurrence of an "Event of Acceleration" (as hereinafter defined), Beneficiary may, at its option, declare the entire amount of principal, all accrued and unpaid interest and other charges thereon, and all other unpaid amounts herein, to be i=QdiatQly due and payable. An "Event of Acceleration" as such term is used herein, shall exist if Trustor shall, without the express prior written consent of Beneficiary, do or suffer any of the following: (a) sell, transfer, convey or assign any interest in the property secured by the Deed of Trust ("Property") or any part thereof; (b) further encurber, alienate, hypothecate, grant a security interest in, or grant any other interest whatsoever'in the Property or any part thereof; (c) enter into any agreement whereby any of the holders of any prior or subordinate mortgage or deed of trust waives, extends or modifies any of the terms of any such prior or subordinate mortgage or deed of trust in a manner which would diminish the value of the security interest herein granted to Trustee for the benefit of Beneficiary; or (d) default on any prior or subordinate mortgage or deed of trust. 067K682.056 082990 09 ATTACHMENT NO. 6 1443 : • • �_ 2. gENERAL PROVISSIONS 1. Execution of Agreement by Agency. The Agency shall approve and execute this Agreement and shall deliver one (1) copy thereof to the Developer. 2. Adoption of Resolutions of Necessity. Agency shall hold hearings to consider adoption, in its discretion, of the Resolutions of Necessity necessary -to authorize condemnation of the Third Party Parcels. 3. Transfer by City of Agency Parcels to Agency. Agency shall have acquired title to all of the Agency Parcels. 4. Title by Developer. Developer shall review the title report and all supporting documents for the Site. 5. Soils and Preliminary Grading Plan Approval by Developer. 6. Submission of Preliminary Site Plan. Developer nubmits its Preliminary Site Plan to City and the Agency. Within forty-five (45) days after the date of execution and submission of one (1) copy of this Agreement by the Developer. Within thirty (30) days after the Execution of this Agreement by the Agency. Within sixty (60) days after the Execution of this Agreement by the Agency. Within thirty (30) days after receipt by Developer of title report and all supporting documents. Within sixty (60) days after approval of this Agreement by the Agency. Within seventy-five (75) days after Agency approves the Agreement (Items 1 and 5 above.) L'1d.ulfub11319.0692EMAVP T1.Y 16, 1991 (1) 7. Agency/City Review of Site Plan. The Agency/City shall approve or disapprove the Prelirinary Site and Grading Plan. 8. Submission of Complete Site Plan Application. Developer submits full and complete Site Plan application to City and the Agency. 9. Review of Final Site Plan. Planning Commission Hearing and City Council Hearing. Agency/City to review Final Site Plan and Design Review Board, Planning Commission and City Council to approve the concept development plan. 10. Environmental Investi- gation. Phase 2 Envi- ronmental Assessment of the Site commences. Within twenty-one (21) days after submittal by Developer. Within sixty (60) days after Agency/City approval of Preliminary Site and Grading Plan. Within ninety (90) days of submission of complete site plan application. Within thirty (30) days after access to the Third Party Parcels is obtained for the purpose of environmental investigation. fA&tal r.31%0682G001.%T M■y 16. 199I (2) IL411M 11• 1Y ; 1k1 12. Subdivision Map. Developer is to prepare and Agency is to process or caused to be pro- cessed Subdivision Map for approval for the Site to be sold to Developer. 13. Submission of Complete Construction Drawings and Landscaping Plan. Developer shall submit to the City complete Construction (working) Drawings and a Landscaping Plan, Sign Program, and Finish Grading Plan. Landscaping Plan and final Sign Program shall be completed and approval obtained by Developer prior to completion of the Developer Improvements. 14. City Review of Complete Drawings and Plans. The Agency/City shall review the Complete Construction (working) Drawings, the Preliminary Landscaping Plan, Preliminary Sign Program,'and Finish Grading Plan and provide comments. 15. Revisions, if any. Developer shall prepare revised Construction (working) Drawings as necessary, and submit them to City for review. Within one hundred twenty (120) days from Planning Commission and city Council approval of Final Site Plan. Within one hundred twenty (120) days 'from Planning Commission and City Council approval of final site plan (Item 9 above). Within twenty-one (21) days after submittal. Within thirty (30) days after receipt of City's comments. (A&U*ebr%319'.0682E003Ak? May 16, 1991 (3) 16. Final Review and Complete Drawings. The City/Agency shall approve the revisions submitted by the Developer provided that the revisions necessary to accommodate the City comments have been made; said approvals constitute the last City and Agency approvals required in order for the Developer to pull building permits. 17. Developer Bids Drawings and Obtains Construction Financing. III. SITE DISPOSITION 18. Opening of Escrow. Agency shall open escrow for conveyance of fee title to the Site by Agency to Developer. 19. Conditions Precedent. The Developer and Agency shall -satisfy or cause to be satisfied the Conditions Precedent to the Conveyance. Within seven (7) days after submittal by Developer. within one hundred twenty (120) days after approval of construction drawings by all applicable governmental authorities. Within six (6) months after execution of this Agreement. within one hundred twenty (120) days after approval of construction drawings by City/Agency, and not later than the Conveyance. (Maulpub1U19',0682EOQ3-%? M.r 16. 1991 (4) 20. Disposition Conveyance. Agency conveys title to the Site to Developer by the Grant Deed (Attachment No. 7). IV. CONSTRUCTION PHASE 21. Commencement of Grading and Construction. Developer shall commence construction of the Improvements. The Conveyance shall take place promptly upon satisfaction of the Conditions Precedent. If Agency secures an Order for Immediate Possession, the Conveyance shall occur within ninety (90) days thereafter. If Agency elects to delay the Conveyance until it secures title to the entire Site, the Conveyance shall occur within thirty (30) days after the acquisition of such title but, in any event, not later than eighteen (18) months after execution of this Agreement. Within forty-five (45) days after the Conveyance. (.W&ta'.pubr31910682C003.WP May 16, 1991 (5) 22. Completion of Construction. Developer shall complete construction of all of the Improvements. The Developer is to use due diligence to complete the project within fifteen (15) months after commencement of the Improvements; provided, however, the Developer may request up to three (3) three (3) month extensions to -be granted by the Executive Director of the Redevelopment Agency. Approval for such three.extensions (but no other extensions) is not to be unreasonably withheld; provided the foregoing construction shall be completed not later than twenty-four (24) months after the earlier of (i) the commencement of the Improvements or (ii) the time established in this Agreement for the commencement of construction. fA&L fubr3J%0692MM.%%? May 15.1991 (6) ATTACHMENT NO. 7 FORM OF GRMiT DEED RECORDING REQUESTED BY: } AND WHEN RECORDED MAIL TO: ) The Redevelopment Agency of } ) the City of Huntington Beach } 2000 Main Street ) P.O. Box 190 } Huntington Beach, CA 92648. } Attn: Director ) 1 _ The undersigned Grantor declares: Documentary transfer tax is (X) Computed on full value of property conveyed THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its• Dated: , 19 For a valuable consideration receipt of which is hereby acknowledged, The REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor," acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Main -Pier Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership, herein called "Grantee," the real property hereinafter referred to as "Property", described in Exhibit A attached hereto and incorporated f:1du�`pub1319`.p6B2E00}.1A'p may 16. 1"1 (1} herein, subject to the exceptions, reservations, restrictions and covenants described herein. 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. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2578, as amended by ordinance No. 2634 of the City Council of the City of Huntington Beach, pursuant to that certain Disposition and Development Agreement entered into between Grantor and Grantee dated , 1990 (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. Until July 18, 2018, the Grantee shall not develop or use the Property other than for 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). 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall not develop, maintain, use or operate the Property other than as follows: a. Within the time provided in the DDA, Grantee shall develop the Property for residential housing, office, and retail uses as set forth in the DDA. b. Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code applicable to the Property under the terms of the DDA, 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 landscaping as required above, and said condition is not corrected l:1d.upubt1319.O6S2Eo03.WP May 16. 1991 (2) after expiration of thirty (30) days from the date of written notice from the Grantor, either the Grantor, or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. 5. Prior to issuance of a Certificate of Completion for the Property, or the applicable Lot thereof, the Grantee shall not place or suffer to be placed on the Property, or the applicable Lot thereof, any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing construction of the Improvements on the Property, and any other expenditures necessary and appropriate to develop the Property pursuant to the DDA, and, during such period, the Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor pursuant to the terms of the DDA. No approval will be given for a conveyance of the Property to finance the construction of improvements on real property other than the real property described in Attachment No. 2 to the DDA and all off -site improvements required in connection therewith. 6. Prior to issuance of a Certificate of Completion for the Property or the applicable Lot thereof: a. The Grantor shall have the right at its option to reenter and take possession of the Property, or the applicable Lot thereof, hereby conveyed, with all improvements thereon, and to terminate and revest in the Grantor the Property, or the applicable Lot thereof, 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 sixty (60) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or ii) Abandon or substantially suspend construction of the improvements required by the DDA once commenced for a period of sixty (60) 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 Lot thereof, in violation of this Grant Deed or the DDA and fail to cure such violation within sixty (60) days after receipt of written notice thereof from the Grantor, provided that Grantee shall not f:ldata�pubN19ti0682FD03.�lT May 16. 1991 (3) have obtained an extension or postponement to which Grantee may be entitled; or iv) Notwithstanding the time limitations in subsection (i), (ii), and.(iii), so long as Grantee is proceeding with reasonable diligence to correct or cure any cause set forth in such subsections, such time limitations shall be extended for the time necessary to complete such correction or cure. b. The right to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: i) Any mortgage or deed of trust or other security interest permitted by the DDA; or ii) Any rights or interests provided for the protection of the holders of such mortgages or deeds of trust or other security interests. C. In the event title to the Property or any parcel thereof is revested in the Grantor as provided in this paragraph 6, the Grantor shall use its best efforts to resell the Property or any such parcel 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 in the DDA for such Property, or parcel thereof, and specified 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 parcel thereof, (but less any income derived by the Grantor from the Property, or parcel thereof, in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property, or parcel thereof, (or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership thereof by the Grantor), an amount, if paid, equal to such taxes, assessments, or charges, as determined by the County assessing official, as would have been payable if the Property were not so exempt; any payments made or f.Wau'pub1\31W,0682003.V%? may 16, 1991 (4) Vl V necessary to be made to discharge any encumbrances or liens existing on the Property, or parcel 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 on the Property or applicable parcel thereof; and any amounts otherwise owed to the Grantor by the Grantee and its successor or transferee in connection with the DDA; and ii) second, to reimburse the Grantee, its successor or transferee, up to the amount equal to the sum of: (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof); and (2) the costs incurred by the Developer for the development of the Property and for the improvements existing on the Property at the time or reentry and repossession, including costs for plans, reports, studies and other like matters; and (3) all funds advanced by Developer in connection with acquisition of the Third Party Parcels or clearance, environmental testing and remediation of the Site; less (4) any net gains or income withdrawn or made by the Grantee from the Property or the improvements thereon. iii) Any balance remaining after such reimbursements shall be retained by the Grantor. . 7. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against -or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub -tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. S. 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 f.Wata`pubP31%OME0035%? IMy 16, 1991 (5) permitted by paragraph 5 of this Grant Deed or the DDA; 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. Grantee's obligation to develop the Improvements on the Property and the covenants contained in paragraphs 5 and 6 shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property or the applicable Lot therein. Every covenant contained in this Grant Deed against discrimination contained in paragraph 7 of this Grant Deed shall remain in effect in perpetuity. 10. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Subject to the applicable cure periods as set forth in Section 501 of the DDA, the Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 11. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all 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 exceptions, reservations, restrictions or covenants contained in this Grant Deed without 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. 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 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 f 1d+u`rAr31%0682)&Y 16, 1"1 (6) safety rules and do not interfere with the work of Developer, or its contractors, agents or representatives. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Director of the Agency. The Agency shall indemnify, defend and hold the Developer, and its Representatives harmless from any Liabilities arising out of the activities of the Agency and the City referred to -in this Section 311. The Developer shall place and maintain on the Site signs indicating the respective roles of the Developer and the Agency in the construction of the Improvements. The cost of the signs and their installation shall be borne solely by the Developer and shall comply with all applicable City sign codes. 11. JS312] Local, Sta g And Federal_ Laws The Developer shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Improvements, in conformity with all applicable federal and state laws and local ordinances, including all applicable federal and state labor standards, as to the Site, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 12. (S313] Anti-pjagriminat Lon Pursuant to Sections 33435 and 33050 of the California Community Redevelopment Law, the Developer for itself and its successors and assigns, agrees, that in the construction of Improvements on the Site or other performance under this Agreement, the Developer will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, ancestry, or national origin. S. [S314] Mortgage. Deed of Trust. Sale and Lease -Back _Einancing Rights of Holders 1. [S315] No Encumbrgnces xce t o a es eeds of Trust.- a e Lease -Back Development Mortgages, deeds of trust and sales and leases -back 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 Site, the construction and operation of Improvements on the Site, and any other purposes necessary and appropriate in connection with development under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust or sale and lease -back financing, if the Developer proposes to enter into the f:%hW-pOM19'.0682EOD3.%T MA) 16. 1991 (44) trust or any other person or entity having any interest less than a fee in the Property. 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 , 1990. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Chairman By: Executive Director ATTEST: Secretary The undersigned Grantee accepts title subject to the covenants hereinabove set forth. NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership By: KIW Realty Group Limited Partner- ship, a Delaware limited partner- ship, General Partner By: Klingbeil Development Company Limited Partnership, &-Delaware limited partnership, its General Partner By: Klingbeil Corporation, Corporation, Partner By: Development a Delaware its General tWau`pa"19-4682EM N%? Mav 16. 1991 (7) By: N/T Development Company, a Califor- nia general partnership, General Partner By: Newcomb Development, Inc., a California corporation, its General Partner By: By: Creative Decor Concepts Group, Inc., a California corporation, its General Partner By: rAdau"pubr31%0682£A03A%T Nay 16. 1991 (8} STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this; day of , 199 before me, the undersigned, a Notary Public in and for sand State, personally appeared known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the ( insert title of the officer) of the Redevelopment Agency of the City of Huntington Beach and acknowledged to ne that the Redevelopment Agency of the City of Huntington Beach executed it. Signature of Notary Public STATE OF CALIFORNIA ss. COUNTY OF ORANGE 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 who executed the within instrument as of the partners of the partnership that executed the within instrument, and acknowledged to me that such partnership executed the same. WITNESS my hand and official seal. Signature of Notary Public f.%Aau1pubt131%1D682EM3.W? May 16, 1991 (9) �+ `.% EXHIBIT A LEGAL DESCRIPTION OF PROEERTY [TO BE COMPLETED AT TIME OF CONVEYANCE] (.%"lpkR919'.0682EW3.%%T AMy 16, 1991 (IO) k..) Q ATTAC—R,=- JT No. S G R GeoRemediaiion Inc. E:.ti'�11�'J,ti'ti!t'147:11.['i)�1:1!•1.11\(�.c.11lTli.•1]7(1� 1%:,t:.Ifrrr;rn�•.��-c'�1rrc•.I�rn�.C�y:'i� . 1%ls, t'd•1Rls IrApril 10, 1990 �, :`;�ii Newcoub—Tillotson Development 15272 Bolas Chico Road )Huntington bcach, California 92649 Attn: Mr. John 211lotson Subject: Summary of investigative activities performed on the site bordered by Main Street, 3th Street, Orange Avenue, and Olive Avenue in Huntington Reach, California. Gentlemen: 1.0 IN TODUCTION Pursuant to your request, GeoRemediatic:, Inc. (GRI) has conducted at the subject site, a liaite: investigation into the potential environmental hazards possi:•:y associated with the previous operation of underground fuel storage tanks and related fuel dispensing equipment. in our earlier discussions you advised GRI that at the present time only certain portions of the subject site cou:d be accessed for subsurface investigation but in any examination of public records or 7botograpb the entire tlock should be considered. Described herein are the procedures and findings of our to date investigative activities along with a presentation of the conclu:ions that can be made with currently know • information and recomsendations for future investigative activities. R April 10, 1990 Page 2 2.0 LYNtSTIGA-TION On ?March 27, 1990 GRI persor.nel conducted a cursory level reconnaissance of the subject site. The site Was found to consist of Fublic parking areas, various eoasercisl establishsents, and a vacant parcel at the northwest corner of 'Main Street and Olive Avenue. This vacant parcel is enclosed by a chainlink fence. No indications of the current use of underground fuel storage tanks were observed. iolloving the reconnaissance, GRI interviewed Kr. Stephen xobler, Prineipsl Redevelopment Specia:iat for the City of Nuntin;ton beach. Mr. Rohler supplie! GRI with a tax map that showed the subject site and indicated which parcels were now controlled by the redevelopment authority and which were under private ownership.- The-previcusly.sentioned property that is enclosed by the fence is part of the privately held land. Kr. Kohler also informed CRI that all of the privately owned property on the block belonged to Kr. James Koller. In further conversation and examination of historical aerial photographs in the hallway near Kr. Tobler's office, it was determined that two service stations had previously existed within the area of interest one at the southwest corner of Orange Avenue and Main Street and the other at the -northwest corner of Olive Avenue and Mair. Street, the area currently enclosed by the fence. April 10, 1990 Pate 3 T AFT Subsequent to our reconnalsaar.ce sng d;stuss=ons with the city redevelopment staff, a drilling and acil saapl:ng Frogran was car -ducted at the location o: the former service station at the northeast corner of the subject site. As previously stated, current access to the fortser service station at the southeast corner is not available, thus, a drilling prograp although necessary was not conducted at this location. On Karch 28, 1990 eight hand auger borings were excavated in a perimeter planter area around the nor:heast corner of the site. The depth of the borings varied iron 12 to 17 feet below current .$round surface. No Ind:=aticn of petroleum hydrocarbon eontatinstion was observed during the borings. While the borings were being excavated, additional GRI personnel conducted interviews with local. fire department officials to determine if records existed regarding removal of the underground storage tanks from either of the Kain Street locations. No records on these tatters were found. 3.0 OQh No indieatior. of subsurface petroleut hydrocarbon contamination eras observed to be associated with the area investigated. iro drilling has been conducted in the internal portions of tht investigated area because no record of the mrevious location of tanks and fuel dispensers has been found t April 10, 1400 Page a D':':AFT to date. It -is possible although unlikely that other agencies could have this information. Any information regarding tb:s ratter could possibly asatat GRI and interested parties in establishing the environmental integrity of the site. tarring additional information, it will likely be necessary to drill and sample the internal areas to redoce the risk of finding contamination during future redevelopment activities. Due to the lithology found during soil drilling and sampling, it Is GRI's opinion that the possibility of finding relatively :srge volumes of soil contarinatien in the future has been re!uced significantly. This is based on the fact that the site was found to be underlain by relatively continuous deposits of sand and no ..indication of contamination wss noted during drilling. It bag been GR:'s experience that if fuel contamination exists in close proximity to a boring in which continuous sand is founds field instrumentation and personnel observations can typically detect its presence. 4.0 RtCorxIxDAT20NS ?ht following recommendations art suggested to establish the environwental integrity of the entire subJect site.__ , o A Level 1 site assessment should be conducted to evaluate the environmental integrity of the site and the surrounding areas that could influence this matter. GRI would have recommended this assessment prior to drilling activities reported herein, however we recognized the possibility of fuel eontsminstion at two locations as a - .. . .... - -J .L.• ....� d•1IIlne April 1C, 1990 Tale 5 findings Could significantly alter the scope of aeaees4ent activities. Results of Level 1 assessments are typically subcitted as a portion of purchase or construction loan Applications in order to aid the lender in assessing the risk associated with funding s loan. A typical scope of work for an environmental assessment is attached. Some of these Assesstent activities ray be useful in establishing the previous location of the underground storage tanks at the two former service stations. a Preferably before Commencing with the majority of assessment activities, access to the previous service station property at the southeast corner of the site should be provided to GRI for investigative purposes. Again, the finding of contamination at this site could significantly redirect future assessment activities. o Any environmentally threatening issues that are discovered Should be evaluated thorougkly in c:.peration with all Interested parties so that proper tititation can be implemented In conJunction with future redevelopment. 5.0 LINITAI12NS Qf ,THIS RIPQR7 This suwtary was prepared using a degree of care and skill ordinarily exercised, under similar circusstances, by reputable Soil =rtineers, Geologists, and tnvirontental Scientists practicing in this or similar localities. Ko other varranty6 expressed or isplied is made as to the conclusions and professional advise included to this document. . April 1C, 1990 % past 6 DRAFT The opportunity to be of service :s ap;reciattd. If you have any questional please call. Very Iruly Your& GeoRttediation Inc. Gary T. Carlin John E. Fosters PHD Senior Environmental Geologist Assoc. Ent. Geologist C.E.G. 113� i Edward T. Ciealak Project Environmental Chemist kwo ATTACHMENT NO. 9 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: (Space above ) ) 1 for Recorder's Use) This document is exempt from the payment of a recording fee pur- suant to Government Code Section 6103. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: , 19� CMIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT A. On or about , the Redevelopment Agency of the City of Huntington Beach, a publ c body, corporate and politic, hereinafter referred to as "Agency," entered into a Disposition and Development Agreement (the "Agreement) with Newcomb/Tillotson Development Company, a California general partnership (the "Developer"), which Agreement provides for the acquisition, disposition, and development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more particularly described on Exhibit "A" attached hereto and ilade a part hereof by this reference. As required in the Agreement and as referenced in the Grant Deed, the Agency shall furnish the Developer with a Certificate of Completion upon completion of f.W.4`.pvbf3W0682E0WA? Wy 16, 1991 (1) construction, which Certificate shall be in such form as to permit it to be recorded in the Recorder's Office of orange County. B. The Agency has conclusively determined that the construction on the Site described hereinabove required by the Agreement and the Grant Deed (the "Construction") has been satisfactorily completed. NOW, THEREFORE, the parties hereto certify as follows: 1. As provided in the Agreement, the Agency does hereby certify that the Construction has been fully and satisfactorily performed and completed in compliance with the Agreement and the Grant Deed. 2. The conditions upon Developer and all obligations of Developer under the Agreement are discharged, except as set forth in the Agreement. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed executed and recorded pursuant to the Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Property will not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under the Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions of the Grant Deed or the Agreement which expressly survive such recordation. 5. This _Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof. This Certificate of Completion is •not notice of- completion as referred to in section 3093 of the California civil code. f %&uwpubA3t9`0682EM3.%kT May 16, 1"1 (2) tiJ 6. The Recitals above are incorporated in full as part of the substantive text of this Certificate of Completion. IN WITNESS WHEREOF, the Agency has executed this certificate this day of I , 19—. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Executive Director ATTEST: Secretary f.%datsVubr319 82C:003MP May 16. 1991 (3) Developer hereby consents to the recording of this Certificate of Completion. NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership By: K/W Realty Group Limited Partner- ship, a Delaware limited partner- ship, General Partner By: Klingbeil Development Company Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Corporation, Corporation, Partner By: Development a Delaware its General By: N/T Development Company, a Califor- nia general partnership, General Partner By: Newcomb Development, Inc., a California corporation, its General Partner By: By: Creative Decor Concepts Group, Inc., a California corporation, its General Partner By: - f.X"t&*A1U19'.06B2EOOS.W? U sy 15. 1991 (a) STATE OF CALIFORNIA } ss. COUNTY OF ORANGE ) On this day of , 199`, before me, c the undersigned, a Notary Publiin and for said State, appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Chairman and the Secretary, respectively, of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. Notary Public (SEAL) STATE OF CALIFORNIA us. COUNTY OF ORANGE On , before me, the undersigned, a Notary Public in and for sad State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as of the partners of the partnership that executed the within instrument, and acknowledged to me that such partnership executed the same. WITNESS my hand and official seal. Signature of Notary Public VAUta1pubrJ19ND682WM.%v? May 16, 1991 (5) EXHIBIT A LEGAL DESCRIPTIONOff' PROPERTY V&tepub" I9'.0682F003.WP May 36, 3993 (6) ATTACHMENT NO. 10 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) ) ) } (Space above for Recorder's use.) THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between NEPICOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership (the "Covenantor") and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency" or "Covenantee") as of the date set forth below. REzII&Lfz A. Covenantor and the Agency have entered into a certain Disposition and Development Agreement dated , 19� (the "Agreement," a copy of which is on file with the Agency at its offices and is a public record) pursuant to which the Covenantor has agreed to subject certain real property (referred to in the Agreement as the ("Restricted Units* or "Assisted Units other than -Restricted Units"] and referred to herein as the "Property") described in the "Legal Description of the Property" (which is attached hereto as Exhibit "A" and incorporated herein by this reference) to certain covenants, conditions and restrictions. B. The Community Redevelopment Law (California Health and Safety Code 33000 at §g.) provides that a redevelopment agency shall establish covenants running with the land in furtherance of redevelopment plans. NOW, THEREFORE, the parties hereto agree and covenant as follows: 1, Affordability Covenants. Covenantor agrees for itself, and its successors and assigns, and every successor to Covenantor's interest in the Property, or any part thereof that until (twenty (20) years from the date of this Declaration (for Assisted Units other than Restricted Units) or July 18, 2018 (for Restricted Units)] (the "Expiration Date"): (a) The Property shall only be owned and occupied by Covenantor or by other persons or families of "low or moderate income" as such term is defined by California Health and Safety Code Section 50093. (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Covenantor or other persons or families of low or moderate income. Affordable Housing Cost shall mean, as to each person or family of low or moderate income, that purchase price which would result in monthly housing payments which do not exceed an amount for which any such person or family is in fact qualified under any currently prevailing conventional home mortgage lending criteria applied by any reputable institutional home mortgage lender, or the lending criteria of any government - subsidized or special mortgage program for which such person or family qualifies. (c) The covenant contained in this Section I shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 2. Transfer„of I!roverty. 110 transfer of the Property shall occur until the Agency determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser's principal residence, (b) that the proposed purchaser is a person or family of low or moderate income, and (c) that the proposed transfer occurs at an Affordable Housing Cost. The Agency shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the Agency such information and completed such forms as the Agency shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the [Restricted/Assisted Unit], each approved purchaser shall submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a low to moderate income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner --occupied at all times and cannot be rented or leased. Covenantor shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such 1273u/2450-43 (2) 100290-12 forms and to provide any required information to the Agency in connection with the Covenantor's original sale of the. [Restricted/Assisted] Unit, provided that the Covenantor shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY' PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE RESTRICTED UNIT AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR FURTHER ACKNOWLEDGES THAT AT ALL TINES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AN LFFORDABLE HOUSING COST. The covenant contained in this Section 2 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 3. Non -Di scrip1naQn_Cove ants. Covenantor 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, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor 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 in the Property. Covenantor and its successors and assigns, shall refrain from restricting the rental or lease (if permitted by Covenantor) or sale of the Property on the basis of race, color, religion, sex, marital status, 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: (a) 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 1273u/2450-43 (3) 100290-12 segregation of, any person or group of persons on account of race, color, religion, sea, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sea, marital status, 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." (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on. account of race, color, religion, sea, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the premises." Nothing in this Section 3 shall be construed to authorize the rental or lease of the [Restricted/Assisted] Unit if such rental or lease is not otherwise permitted. The covenants in this paragraph 3 shall run with the land in perpetuity. . [4. For Assisted Units only: The Expiration Date, as defined in Section 1 hereof, shall be accelerated to the date the Assisted Unit is sold or otherwise conveyed to a purchaser other than a person or family of low to moderate income, provided that the transferor of such Assisted Unit pays to the 1273u/2460-43 (4) 100290-12 1 Agency a sum determined pursuant to a schedule of equity sharing set forth in the loan from the Agency encumbering that assisted unit.] 5. Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 6. Coy-enpn_ts]'Qr Benefit _of City_-and_Agency. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and the City of Huntington Beach (the "City") and such covenants shall run in favor of the Covenantee and the City for the entire period during which such covenants shall be in force and effect, without regard to whether the Covenantee or the City is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee and the City, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. IN WITNESS WHEREOF, caused this instrument to be respective officers hereunto 10 19_. ATTEST: Agency Secretary Approved as to Form: Agency Counsel the Covenantee and Covenantor have executed on their behalf by their duly authorized, this day of THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By. Its: "COVENANTEE" 1273u/2460-93 (5) 100290-12 NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership By: K/W Realty Group Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Development Company Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Development Corporation, a Delaware corporation, its General Partner By: Its: By: NIT Development Company, a California general partnership, its General Partner By: Newcomb Development, Inc., a California corporation, its General Partner By: Its: By: Creative Decor Concepts Group, Inc., a California corporation, its General Partner By: Its: 1273u/2460-43 (6) 100290-12 M STATE OF CALIFORNIA ss. 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 who executed the within instrument as the of Klingbeil Development Corporation, a Delaware corporation, the corporation that executed the within instrument on behalf of Klingbeil Development Company Limited Partnership, a Delaware limited partnership, the partnership that executed the within instrument, and acknowledged to me that such corporation executed the sane as such partner pursuant to its by-laws or a resolution of its board of directors and that such partnership executed the sane. WITNESS my hand and official seal. (SEAL) 1273u/2460-43 (7) 100290-12 �J 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 person who executed the within instrument as the of Newcomb Development, Inc., a California corporation, the corporation that executed the within instrument, and acknowledged to me that he executed :the same on behalf of NIT Development Company, a California general partnership, and that said partnership executed the ,same. WITNESS my hand and official seal. (SEAL) 1273u/2460-43 (8) 100290-12 M 0-9 STATE OF CALIFORNIA ss. COUNTY OF On before me, the undersigned, a Notary Public in and for said State, personally appeared personally know: to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the of Creative Decor Concepts Group, Inc., a California corporation, the corporation that executed the within instrument, and acknowledged to me that he executed the same on behalf of NIT Development Company, a California limited partnership, and that said partnership executed the same. WITNESS my hand and official seal. (SEAL) 1273u/2460-43 (9) 100290-12 STATE OF CALIFORNIA ss. COUNTY OF ORANGE ) On this day of , in the year 19� before me, the undersigned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) who executed the within instrument of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City Huntington Beach executed it. WITNESS my hand and official seal. Signature of Notary Public (SEAL) 1273u/2460-43 (10) 100290-12 EXHIBIT A LEGAL DESCRIETIQU QF PROPER2X (To Be Inserted] 1273u/2460-43 (11) 100290-12 ATTACHMENT NO. 11 MEMORMDMI QF 12ISPOEITIQNND ]2EYELOEMPIT AGRENT Recording Requested By and When Recorded Return To: Brown, Winfield I Canzoneri, Inc. 300 South Grand Avenue, Suite 1500 Los Angeles, California 90071-3125 Attention: Dennis S. Roy, Esq. (a) Panties. This Memorandum of Disposition and Development Agreement ("Memorandum"), dated for identification purposes as of Is—, is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Agency") and NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership ("Developer"). (b) Dispositioon_ and_ Development Ac_;reement. Agency and Developer have executed a Disposition and Development Agreement ("DDA") dated for identification purposes as of , 19 , covering that certain real property located 1n the city of Huntington Beach, County of Orange, State of California, more fully described in the Exhibit "A" attached hereto and incorporated herein by this reference. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. (c) gurpose _pf M.emorandum. This Memorandum is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail. f:ldata`pubA319.06a2OQ1.1HP #day 16, 1991 cl) .The parties have executed this Memorandum at the place and on the dates specified immediately adjacent to their respective signatures. "Developer" Executed , 19� NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership at By: K/W Realty Group Limited Partner- ship, a Delaware limited partner- ship, its General Partner By: Klingbeil Development Company Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Corporation, corporation, Partner By. Development a Delaware its General By: NIT Development Company, a Califor- nia general partnership, General Partner By: Newcomb Development, Inc., a California corporation, its General Partner By: By: Creative Decor Concepts Group, Inc., a California corporation, its General Partner By: f.%&ta1pubA319'.0682F=.%%? M" 16, 1"1 (2) "Agency" Executed , 19i THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH at By: •Chairman By: Executive Director r, F.W&WFubP319':068:F003.%%P MAY 16, 1991 (3) EXHIBIT "A" [TO BE ATTACHED] r:X&4'.pubr3l9`.0682MW.%%? Mmy 16.1991 (4) ATTACHMENT NO. 12 RECORDING REQUESTED BY ) AND WHEN RECORDED, MAIL TO ) Redevelopment Agency of the ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Att on: Ex.ggx v o THIS PARKING STRUCTURE AGREEMENT ("Agreement") is made this day of , 19_ by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency") and NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California corporation ("N/T Development Company"). R 1 9 1 1 A L A. The Agency is a redevelopment agency existing pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33000, gt peq:) which has been authorized to transact business pursuant to action of the City of Huntington Beach (the "City"). The Agency has adopted a redevelopment plan with respect to the Main -Pier Redevelopment Project. B. NIT Development Company is the developer of a mixed use project (the "Project") within the boundaries of the Main -Pier Redevelopment Project. The Project includes residential condominium units, retail space, office space, a food market and a parking garage. The Project is more fully described in the "Project Legal Description" attached hereto as Exhibit "A" and incorporated herein.' C. As used in this Agreement, the term "Developer" shall mean the person(s) and/or entity(ies) holding a fee interest in the portion of the Parking Structure (as defined below) containing the Retail Parking Spaces (as defined below) from time to time, so long as (but only so long as) such person(s) and/or entity(ies) retain such interest. NIT Development Company shall be the initial Developer hereunder and shall remain the Developer for the purposes of this Agreement so long as (but only so long as) it retains a fee interest in that portion of the Parking Structure containing the Retail Parking Spaces. f:1d�u'pubr3141o682E000.V1P MAY 16, 1991 (1) %I..) ko� D. The City has required that the Developer construct (_)parking spaces as a condition of the construction of the Project (the "Required Spaces"). E. Pursuant to Section 403 of that certain Disposition and Development Agreement dated as of March 5, 1991 between Agency and Developer (the- "DDA"), Developer has agreed to construct a subterranean parking structure (the "Parking Structure") and to covenant to the Agency that eighteen (18)- parking spaces (the "Retail Parking Spaces") in addition to the Required Spaces will be constructed within the Parking Structure and devoted to retail parking use. The Parking Structure is more fully described in the "Parking Structure Legal Description" attached hereto as Exhibit "B" and incorporated herein. F. By this Parking Structure Agreement, the Parties wish to provide for the construction and restriction of the Retail Parking Spaces to retail parking and to provide for the maintenance and operation of the Parking Structure for the benefit of both parties. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Agreement, Agency and Developer hereby agree as follows: 1. Retail Parking Spaces. 1.1 construction. Developer will grade, pave, and stripe the Parking Structure so as to provide in the Parking Structure the Required Spaces and the Retail Parking Spaces in a fashion suitable for the issuance of a certificate of occupancy by the City, all in accordance with and subject to the terms set forth in the DDA. 1.2 Purchase Price. In consideration for the covenants contained in this Agreement, the Agency shall pay the Developer the sum of Two Hundred Seventy Thousand Dollars ($270,000) at such time as the Retail Parking Spaces are subject to being placed in use, as evidenced by the -issuance of - a certif icate • of occupancy, • temporary certificate of occupancy, or other applicable permit for use of the Parking Structure ("Commencement Date"). 1.3 Petail Spaces. Subject to the terms and conditions of this Agreement, Developer hereby covenants to Agency, and its successors and assigns, that the Retail Parking Spaces shall be devoted to "public retail parking use." "Public retail parking use" shall mean parking available to members of the public who intend to shop for retail goods and services in the downtown Huntington Beach area. Such parking shall be available regardless of whether the user intends to shop at the Project, both at the Project and at one or more downtown locations, or only at one or more downtown locations other than the Project. f-Wra pabl13WO6820MVP May 16, 1991 (2) W1 1.4 Control of Access. Developer will have the right to control access to the Retail Parking Spaces for security purposes provided that such control does not unreasonably restrict the use of the Retail Parking Spaces by their intended users. 1.5 L-o at o aces. The location of the Retail Parking Spaces shall be at the discretion of the Developer, provided that the Retail Parking Spaces shall not be located in an inferior location relative to other spaces within the Parking Structure devoted to retail customers of the Project. The Developer may, but is not required, to separately mark, distinguish, or separate the Retail Parking Spaces from other parking spaces in the Parking Structure which are devoted to retail customers of the Project. Developer may relocate the Retail Parking Spaces within the Parking Structure from time to time, provided that the total number of Retail Parking Spaces is not reduced thereby and the other conditions of this Section 1.5 are satisfied. 2. Maintenance_and Repair. 2.1 General Ohligati_ons. Developer will at all times keep the Parking Structure and its landscaping and appurtenant structures in a good state of maintenance and repair, normal wear and tear excepted. Developer may contract with an experienced parking lot operator to satisfy its obligations pursuant to this Agreement. 2.2 Total or Partial Destrgction. In the event of total or partial damage or destruction of the Parking Structure during the term of this Agreement, Developer shall elect within ninety (90) days of the event of destruction either to (a) restore the Parking Structure either to its condition before the total or partial destruction, or to a new condition selected by the Developer, provided that the Developer makes eighteen (18) parking spaces available for public retail parking uses in the new Parking Structure on substantially the same or better terms as existed before the total or partial destruction, 'or (b) not restore the Parking Structure. In the event that the Developer elects to restore the Parking Structure, the Developer shall begin any required work of restoration as soon as reasonably possible, but not to exceed ninety (90) days, after the total or partial destruction, and will continue such work with reasonable diligence until completed, the commencement or continuation of the work being subject to any delays caused by governmental restriction, the inability to obtain labor or materials at reasonable rates, strikes, litigation, inability to secure necessary financing, or any other causes beyond the control or without the fault of the Developer. In the event that the Developer elects not to restore the Parking Structure, the Developer shall pay to the Agency within thirty (30) days after the later of (i) its receipt of insurance f.%&u1Pubr319%0682E".WP MOY 16. 1"1 (3) proceeds with respect to the Parking Structure, or (ii) its election not to.reconstruct, a sum of cash equal to the Agency's pro rata portion of the proceeds (net of any unreimbursed costs of collection of such proceeds actually and reasonably incurred by the Developer) received from any insurance policy or policies insuring against loss or damage to the Parking Structure with respect to the damage or destruction which results in termination of this Agreement. The Agency's pro rata share of such proceeds shall be a fraction, the numerator of which is eighteen (18) and the denominator of which is the sum of the number of the Required Spaces and eighteen (18). 2.3 App1icgkbility_ of Insurange. In effecting any work of maintenance, repair, or restoration required by this Section 2, the Developer will use any insurance proceeds which may be collected for such purpose, subject to the terms of any mortgage, deed of trust, encumbrance or like financing instrument made in good faith and for value which encumbers the Parking Structure ("Encumbrance"), which shall be controlling. 2.4 Reduction in Required _Parting, Spaces. If, as the result of normal maintenance and repair activities required by Section 2.1, the number of parking spaces in the Parking Structure available for use as Retail Parking Spaces is temporarily reduced or withdrawn from use for a period in excess of seven (7) consecutive days below the number of required Retail Parking Spaces, the Developer will over the period of such reduction either provide temporary parking spaces for public retail parking use on other property owned by the Developer so that public retail customers will have reasonable access to parking spaces equal to the number of Retail Parking Spaces, or, to the extent that other property owned by the Developer is not available for this purpose, use its best effort to arrange for temporary parking for public retail parking use in other locations near the Parking Structure up to the number of Retail Parking Spaces. This Section 2.4 shall not apply to events of total or partial damage or destruction to which Section 2.2 applies. 2.5 Limited Liability. Nothing contained in this Agreement will create liability on the Developer or its successors or assigns for any damage to person or property or loss of any type of property in connection with the use of the Retail Parking Spaces by the public unless caused by the negligence of the Developer, or its agents, servants or employees. The Agency hereby agrees on its behalf, and on behalf of its successors and assigns, to indemnify, defend and hold Developer and its successors and assigns harmless from all losses, liabilities, damages and expenses (including reasonable attorneys' fees and court costs) arising from or related to entry on the Project by the Agency, the City or their representatives, agents, officers and employees (but specifically f-A&WpnbP3W06&2E=.WP WY 16. 1991 (4) k..01 kJ excluding the public users of the Retail Parking Spaces) in connection with the use of the Retail Parking Spaces. 3. Jaxes and Utilities. 3.1 Beal Property Taxeg. The Developer Will pay, before delinquency, all real property taxes and assessments applicable to all or any portion of the Parking Structure. 3.2 Eersonal Property Taxes. The Developer will pay, before delinquency, all personal property taxes, assessments and charges applicable to all or any portion of the Parking Structure. 3.3 Utilities. delinquency, all electricity, utility charges applicable to Structure. 4. Insurance. The Developer will pay, before water, sewer, landscaping and other all or any portion of the Parking 4.1 My —Liability s a e. The Developer will maintain or cause to be maintained in effect at all times a broad form, comprehensive policy of public liability insurance insuring against liability for damage or injury, including deaths, to person or property of any user of the Parking Structure. This policy will name as additional insureds the Agency and the City. The policy will have minimum coverage levels of One Million Dollars ($1,000,000) for bodily injury or death in any one accident, and one Million Dollars ($1,000,000) for damage to property. The policy limits will be increased from time to time as appropriate to reflect general increases in costs or the claims experience for insurance of similar risks in the Southern California area. 4.2 Zire and casualty Insurance. The Developer will also maintain or cause to be maintained in effect at all times a policy of fire and casualty insurance insuring against loss or damage to the Parking Structure by fire or other casualty, with extended coverage -and malicious- -xischief•endorsements, •or their equivalent, and in amounts not less than the full replacement value of the improvements. 4.3 Primary Coverage. The policies of insurance required by this Section 4 will be written as primary policies, without "contribution" or "solely in excess of coverage carried by others" provisions, with responsible and solvent insurance companies. The policies will waive all rights of subrogation which the insurer might otherwise have, if any, against the Agency or the City. The policies shall also contain an endorsement requiring ten (10) days written notice to the Agency before cancellation of or change in the coverage provided by each policy. fA"tApubP319'.0682E-M.WP Mby 16. 1"1 (5) 4.4 Insurance Certificates. As soon as the Parking Structure is completed, the Developer will supply to the Agency, and at all times will keep on file with the Agency during its existence, either a true and correct copy if required by this Section 4, or a certificate of insurance reflecting the required coverage. The Developer will also provide at all times satisfactory evidence that all premiums have been paid and all policies are current. 4.5 Lapsp.of _Insurance. In the event an insurance policy required by this section 4 lapses by reason of the nonpayment of any premium by the Developer, or for any other reason, the Agency or the City may on their own obtain insurance required by this Section 4. The cost for the insurance will be immediately payable to the party who obtained it by the Developer upon the delivery of a statement to the Developer showing the amount owing, and the amount on the statement will bear interest at the rate of ten percent (10%) per annum until fully paid. 5. Allocation of Costs. The Developer shall bear all costs of maintenance, taxes, utilities, insurance, and other costs required pursuant to Sections 2, 3 and 4 of this Agreement. 6. ggrkipa Rules. 6.1 General. Subject to the terms and conditions of this Agreement, the Developer will have the right from time to time to establish, change, alter, amend, and enforce against all users of the Parking Structure, including the users of the Retail Parking Spaces, such reasonable and uniformly applicable rules and regulations as it deems necessary or appropriate for the operation and maintenance of the Parking Structure. The Agency agrees to cooperate with the Developer in developing an appropriate set of alternate rules or operating controls, and in modifying this Agreement if deemed necessary by the parties, in the event that one or both of the parties finds that more than eighteen (18) retail parking spaces in the'Parking Structure are consistently used at any one time by members of the public who do not shop at or visit the Project, or in the event that one or both parties finds that the Retail Parking Spaces are regularly being used for any purposes other than the use expressly provided by this Agreement. 6.2 Lours of operation. The Developer will keep the Parking Structure open for use by at least the users of the Retail Parking Spaces during standard business hours seven (7) days a week. 6.3 gperating Systems. The Developer may establish for the Parking Structure and may enforce a system of charges, validations, or charges against nonvalidated parking, or any other (:1 &W,pub11319"92EA03.WP May 16. 1"1 k..l k.1 desirable system of operation. Any system adopted shall apply equally to all retail customer users of the Parking Structure, and shall be subject to the reasonable approval of the Agency. The Developer may limit the time that a public retail customer may remain in a Retail Parking Space, provided that such time limit is not less than two (2) hours. The Developer shall also be entitled to retain any revenues obtained from users of the Retail Parking Spaces. 6.4 Control of. Parking Eacilities. The Developer will at all times have the sole and exclusive control and management of the Parking Structure. The Developer may prevent any person from using the Parking Structure, including any public retail customer, who fails to comply with reasonable rules and regulations established by the Developer pursuant to this Agreement. 6.5 Management of Par]Sing-Eacili:ties. For so long as the Developer provides the Retail Parking Spaces in the Parking Structure and otherwise complies with the provisions of this Agreement, the Developer will have the right to make changes which are, in the opinion of the Developer, desirable for the Parking Structure, to determine the direction and flow of traffic, to designate prohibited areas, to landscape areas, and to install and operate security systems. i. Term. Subject to Section 2.2 of this Agreement, this Agreement shall remain in full force and effect for so long as the Parking Structure, in whole or in part, is maintained as a vehicular parking facility for the use of the owners, tenants and customers of the Project, and/or such other users as the Developer desires, but, except as otherwise provided in Section 2.2, neither Developer nor its successors and assigns shall voluntarily remove the Project or cease the operation or occupancy of the Parking Structure prior to expiration of thirty (30) years from the Commencement Date without the Agency's prior written consent. After such thirty (30) year period, and subject to the provisions of Section 2.2 hereof, this Agreement shall automatically terminate upon (a) the demolition of the Parking Structure, (b) the permanent conversion of the Parking Structure to another use other than vehicular parking, (c) the abandonment of the Parking Structure, or (d) the complete or substantially complete replacement of the Project, each of (b) and (c) above with no intent on the part of Developer to resume use of the Parking Structure for parking purposes. "Complete or substantially complete replacement of the Project" shall include, without limitation, the demolition of substantial portions of the Project combined with the reuse of only the building shell or only the building foundation in the redevelopment of the Project. "Complete or substantially complete replacement of the Project" shall not include, without limitation, the 1.%&U1pub"19%0682rM.%%? May 16, 1991 (7) %% krs1 maintenance, repairs, or cosmetic rehabilitation of the Project, the replacement of tenant improvements, or the replacement of building facades. Upon occurrence of each of the above events, the parties shall execute and acknowledge such documents as are reasonably necessary to evidence the termination of this Agreement. S. Gengral provisions. 8.1 Covenants to Run with Land. The covenants contained in this Agreement will run with the land and shall bind the Developer. As set forth in Recital C above, "Developer" shall mean the person(s),or entity(ies) holding a fee interest in the portion of the Parking Structure which contains the Retail Parking Spaces, from time to time. 'In the event that more than one person or entity holds fee ownership in such portion of the Parking Structure, and in the event that such owners form an association or other entity to act on their behalf, such association or other entity shall constitute the Developer for purposes of this Agreement, and such entity shall discharge or cause the discharge of the Developer's responsibilities and obligations under this Agreement, provided that such owners shall continue to be secondarily liable for the Developer's responsibilities and obligations under this Agreement. Notwithstanding anything in this Agreement which is or appears to be to the contrary, the term Developer shall not be deemed to include and the following persons or entities shall not have any responsibility for or obligations under this Agreement solely in their capacity as: (i) an owner of a residential condominium located on the Project, (ii) a tenant, licensee or concessionaire operating -on or occupying commercial or retail space within the Project, (iii) a lender holding an Encumbrance on the Project or any portion thereof, or (iv) any person(s) or entity(ies) following conveyance of all of its (their) fee interest in the portion of the Parking Structure containing the Retail Parking Spaces, including NIT Development Company if this subparagraph (iv) is applicable. Following conveyance of all of its fee interest in such portion of the Parking Structure, the transferor shall have no further liability hereunder for any -obligations -which- arise after -the date -of the transfer to any other person(s) or entity(ies), including, without limitation, the Agency or any successor in interest thereafter constituting the Agency under this Agreement or any liability hereunder to any successor in interest constituting the Developer. 8.2 Enforcement. The rights and the covenants contained in this Agreement may be enforced by any available legal remedy; provided that no breach of the covenants, conditions or restrictions herein contained shall defeat or render invalid the lien of any Encumbrance. 8.3 Assignment. The Agency's rights pursuant to this Agreement shall not be assigned without the prior written approval f %&txkpub1131910682FA03A%? 1►Ly 16, 1991 (8) k4.0, of the Developer, which approval may be granted or withheld in Developer's sole discretion. The Agency may assign its rights hereunder, without the Developer's approval, to the City, to a parking district established by the Agency or the City, to a public entity or corporation formed by the Agency or the City or to any other public body for public parking purposes. 8.4 -Attorneys'—Fees. In the event of any controversy, claim or dispute relating to this Agreement, the prevailing party will be entitled to recover all costs of suit, including reasonable attorneys' fees. 8.5 Governing Law. This Agreement will be governed and interpreted pursuant to the laws of the State of California. 8.6 Lender _Hog igations. The Agency agrees not to unreasonably withhold its approval of any modification or amendment to this Agreement which is requested by a holder or a prospective holder of an Encumbrance. B.7 o ThirA PArftyhts. Nothing in this Agreement is intended to, nor shall this Agreement be construed to, create any rights in any person or entity other than the Agency and its permitted assigns and successors. No person or entity other than the Agency and its permitted assigns and successors shall have any right to enforce any of the covenants and obligations of the Developer set forth in this Agreement. In no event shall this Agreement be construed to create any rights in members of the public generally to enforce any of the covenants and obligations of any party under this Agreement. IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first above written. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Chairman By: Executive Director fAd&U1r0br319%0682E003.1*? May 16, 1991 (9) ATTEST: Agency Secretary APPROVED AS TO FORM: City Attorney, Agency General Ccunsel Stradling, Yocca, Carlson & Rauth Agency Special Counsel NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership By: K/W Realty Group Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Development Company Limited Partnership, a Delaware limited partnership, its General Partner By: Klingbeil Development Corporation, a Delaware corporation, its General Partner By: Its: f.Ws a' publLi 17,0682FA03.W P 1Nq 16. 1991 (10) By: N/T Development Company, a California general partnership, its General Partner By: Newcomb Development, Inc., a California corporation, its General Partner By: Its By:.Creative Decor Concepts Group, Inc., a' California corporation, its General Partner By: Its c:ldau'�ubr31914682F.003.1kP May 16, 1991 (11) EXHIBIT "A" PROJECT LEGAL DESCRIPTION [To Be Attached] Q EXHIBIT "B" URKING S U GA SC ON [To Be Attached] Submitted to: Submitted by: REQI,:7ST FOR CITY CO<PIL/ REDEVELOPMENT AGENCY ACTIONh D90-29 Ir r'y &_J November 19, 1990 Honorable Mayor/Chairman & City CauncillRedevel pment Agency Michael T. Uberuaga, City Administrator/Chief Executive Officer W <Prepared by: Barbara A. Kaiser, Deputy City Administrator/Economic Development Director +'�,,� CL Subject: APPROVAL OF DISPOSITION AND DEVELOPMENT AGREEMENT; THIRD BLOCK WEST; MAIN --PIER REDEVELOPMENT PROJECT AREA _J4t,a p i Consistent with Council Policy? N Yes [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: STATEMENT OF ISSUE: Pursuant to the Exclusive and Newcomb -Tillotson Agreement (DDA) for th developer. RECOMMENDATTON: Negotiation Agreement Development Company, Third Block West has 1) Approve Negative Declaration Number 90-41. between the Redevelopment Agency a Disposition and Development been completed and signed by the 2) Approve and authorize the Clerk to execute the attached resolutions approving the attached Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development Company. 3) Approve and authorize the allocation of $4,620,000 to the project as project related costs received as developer land payment; $2,500,000 for the purchase of 200 public parking spaces upon completion, $250,000 for hazardous substance remediation, and funds sufficient to complete site acquisition ($250,000 reserved). 4) Allocation not to exceed $4 million in proceeds from the Southern California Home Financing Authority Revenue Bond issue 1990 Series B to the project and encumber $950,000 in Redevelopment Agency Set -aside funds for use in the project. ANALYSIS: On March 19, I990, the Agency approved an Exclusive Negotiation Agreement with Newcomb -Tillotson Development Company. This firm was selected through a Request for Proposal Process commenced in October 1989 and completed with the firm's selection from the four responses received. A form of the Disposition and Development Agreement (DDA) was signed prior to the expiration of the exclusive and delivered to Agency staff on September 14, 1990. Subsequent revisions were made and the form submitted herewith was signed by the developer on September 26, 1990. V No Ores �r .RCA/RAA ED 90-29 November 19, 1990 Page two The basic parameters of the Agreement are: o The Agency agrees to sell the site for S4,620,000. o The Agency agrees to pay for the following at a cost not to exceed $4,620,000: - acquisition of the Third Party Parcels; - relocation benefits; -- fixtures and equipment acquisitions; -- demolition of existing structures; - some on and off -site improvements; o The Developer agrees to advance fund:; to the Agency in an amount up to the total purchase price of the site for these activities. o The Agency agrees to pay for remediation of hazardous materials at a cost not to exceed $250,000. o The Agency agrees to pay for site acquisition costs in excess of 150 percent of appraised value ($250,000 reserved). o The Agency agrees to purchase 200 public parking spaces upon completion for the fixed price of $2,500,000. The business points of the Agreement are more fully described in the attached Summary Report, prepared pursuant to Section 33433 of the California Health and Safety Code. The project will consist of: 0 8,000 square feet of retail; o 9,500 square feat of office; o 9,500 square feet of grocery market; and 0 68 residential units (10 restricted and 23 assisted). Land use entitlements fcr the project and a Negative Declaration pursuant to the California Environmental Quality Act (CEQA) were approved by the PIanning Commission on November 6, 1990. The benefits of the project include: o The Agency is receiving fair market value for the parcel (see Keyser -Marston reuse analysis attached). o The Agency will collect the tax increment generated by the project for the duration of the Redevelopment Plan (approximately $182,000 per year) and the city will collect sales tax revenues (approximately $26,000 per year) in perpetuity (See revenue projections attached). RCA/RAA ED 90-29 November 19, 1990 Page three o Ten of the residential units will be affordable to moderate income buyers and will remain so for the balance of the life of the Redevelopment Plan. Up to as many as twenty-three more units may be assisted by the Agency for first-time home buyers (see Housing Program Description attached). o The contribution it will make to the overall completion of the Main -Pier Redevelopment Plan including provision of visitor -serving commercial (including the grocery market that was a condition of the Request for Proposal), office and residential uses necessary to stimulate around the clock activities. The DDA and Summary Report were posted with the Agency Clerk an September 28, 1990. Advertisements fer the joint public hearing on the DDA were published on September 28, and October 5, 1990. The DDA and the approving resolutions have been approved by the Agency Attorney. FUNDING SOURCE: Site Acquisition and Preparation: Developer Land Advance of $4,620,000. Public Parking Spaces, remediation and site acquisition (in excess of 150% of value): Agency $3,000,000. The Main -Pier Redevelopment Project Area has no available funds after meeting current FY 1990-91 obligations. The City has issued Certificates of Participation (C.O.P.)'s for the Main -Pier area to construct the parking structure north of the Pier and approximately $8.7 million of these proceeds are remaining. It is proposed that the funds of $3 million be allocated to the Third Block West development to meet Agency responsibilities for this project. If this allocation is made and other obligations met, the Main -Pier Redevelopment Project will have a C.O.P. balance of approximately $5.7 million for the next fiscal year 1991-1992. The following projects require funding which, without new revenue sources, cannot be completely covered. Pier Pierside Restaurants Pier Plaza (design & construction) Bluff Top Parking North of Pier Parking U.S. Post Office Rehabilitation Celebration Plaza Art Center Renovation Main Promenade Parking Offsites Main -Pier Phase 11 Additional project site acquisition Block 101 ALTERNATIVE ACIMN : $ 2,000,000 $ 6,000,000 $ 3,350,000 $ 500,000 $ 11,500,000 $ 170,000 $ 625,000 $ 350.000 $ 500,000 Unknown Unknown Unknown 1. Refer the DDA back to staff with instructions for revision. 2. Do not approve the DDA. %0) RCA/RAA ED 90-29 November 19. 1990 Page four 1. City Council/Agency Resolutions 2. Negative Declaration 90-41 3. Summary (33433) Report 4. Reuse Analysis 5. Revenue Projections 6. Housing Program Description 7. Dispostion and Development Agreement MTU/SVK: jar 7797r LEGAL ADYERTIS MEND DEPARTMENT OF CONSfUNITY DEVELOPMENT PLANNING DIVISION CITY OF HUNTINGTON BEACH Notice is hereby given by the Department of Community Development, Planning Division of the City of Huntington Beach that the following Draft Negative Declaration request has been prepared and will be submitted to the City of Huntington Beach Planning Commission for their consideration in September 1990. The Draft Negative Declarations will be available for public review and comment for twenty-one (21) days commencing Wednesday, September S, 1990. Draft Negative Declaration No. 90-41 in conjunction with Tentative Tract Map No. 14352, Conditional Use Permit No. 90-39 is a request to construct a mixed use development combining 19,000 square feet of retail commercial space, 8,000 square feet of office space, 68 condominium units and a 494 space subterranean parking structure on 1.93 acres located on the 300 block of Main Street. The proposed project site is bounded by Main Street, Olive Aventie, Fifth Street and Orange Avenue. A copy of the request is on file with the Department of Community Development, City of Huntington Beach, 200014iain Street, Huntington Beach, California. Any person wishing to comment on the request may do so in writing within twenty --one (21) days of this notice by providing written Comments to the Department of Community Development, Environmental Resources Section, P.O. Box 190, Huntington Beach, CA 92649. (694ld-1) kwd Edo CITY OF HUNTINGTON BEACH V 6, ID INTER -DEPARTMENT COMMUNICATION HUNTINGTON 114Cn To MICHAEL T. UBERUAGA From ROBERT J. FRANZ City Administrator Deputy City Administrator Subject REQUEST FOR APPROPRIATION Date NOVEMBER 7, 1990 TO FINANCE REDEVELOPMENT PROJECTS, FIS 90-4S This fiscal impact statement has been prepared to determine the impact of approving funding for three development projects in the Main/Pier area. Unless existing projects are cancelled and commitments to fund those projects are modified, there is not any identifiable funding available for the three projects. Our most recent analysis of Main/Pier Redevelopment funds indicates that for the current year (fiscal year 1990/91) that there are commitments that will utilize all of the available funding. Current commitments will have to be cancelled or modified prior to making additional funding commitments (such as the Pierside Restaurants Project, Third Block West Condominimum Development and design of the Pier Plaza) ,. A a 4 ROBERT J. ARANZ Deputy City Administrator RJF:sd S53Sj Page b - 11/19/90 - council/Agency Agenda D-4 a. Cau n.. R v l m n Agen.,fNT PUBLIC HEAR N MAIN -PIER • DEVEL PMENT I'R T AREA - DRAFT NE ATIVE -600.30 DECLARATION -_THIRD BLOB, WEST— NEWCQMB-TILLOTSON DrVELQPMI.NT CO - DIEPOSITION AND DEVELOPMENT A REEMEN Q N't. Joint public hearing for the purpose of considering Draft .PEN negative Declaration and a Disposition and Development fR11 Agreement between the Redevelopment Agency of the City of 0Q Huntington Beach and Newcomb -Tillotson Development Company for the project area known as "Third Block West" bounded by Main Street, Olive Avenue, 5th Street and Orange Avenue within the Plain --Pier Redevelopment Project Area. The proposed Agreement and a staff report including a summary of the Agreement is available for public inspE!ction at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California. AND D-4b. {41Ly__C_Q_un it R_Q_dQvclopm�r.t Agency) JOINT PUDLIC EEARI?7G - tIAIN-PIER REDEVELOPMENT PROJECT AREA -- THIRD BLOCK WEST__- -600.30 NEWCOMB-TILLOT_SON DZYELOP1<ENT_C0 , DISPOSITION_ AND DEVELOPMEtM_AQREEMr_NT - RESOLUTION NO, 209. -- RESOLUTION 110. ,QNIT. Joint public hearing to consider the Redevelopment Agency's SPIN Initial Study of the project contemplated by the Disposition FRAM and Development Agreement proposed to be entered into by the 11./5/ Z0 Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development Company (the "Project") in accordance with the California Guidelines implementing the California Environmental Quality Act. This Initial Study was undertaken for the purpose of deciding whether the Project may have significant effect on the environment. On the basis of such Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. Copies of the Initial Study and Draft Negative Declaration are on file at the Agency offices at 2000 Main Street, Huntington Beach, California and are available for public review..--'. At its meeting on November 5, 1990 at 7:00 P.M., the Agency and the Huntington Beach City Council (the "City Council") will consider the Project and the Draft Negative Declaration. If the Agency and City Council find that the project will not have a significant effect on the environment, it may adopt the Negative Declaration. This means that the Agency and City Council may proceed to consider the Project without the preparation of an Environmental Impact Report. RECOMMENDU ACT .10N rou ed 1. the joint public hearing of the City 69 A,,-d C2J Council and Redevelopment Agency on the Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development, Inc. regarding the Third Block West Project &"t, in the Main -Pier Redevelopment Project Area "SCr� (6) 2. Approve a six month extension of the Exclusive Negotiation Agreement between the Redevelopment Agency and Newcomb -Tillotson Development. (11/19/90) Page 6 - 11/19/90 - Council/Agency Agenda (6r - D-4a. .(-City Councz /Redevelopment Agency) d NT PUBLIC HEARING - MAIN -PIER _REDEVELOPMENT R ,74 ECT AREA = DRAFT NEGATIVE -600.30 DECLARATION - THIRD BL K WE T - NEW MB-TILL T N DEVELOPMENT C0_- DISPOSITION AND DEVELOPMENT AGREEMENT GQrai'. Joint public hearing for the purpose of considering Draft Q PEN Negative Declaration and a Disposition and Development rROM Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development Company for the project area known as "Third Block West" bounded by Main Street, Olive Avenue, 5th Street and Orange Avenue within the Main -Pier Redevelopment project Area. The proposed Agreement and a staff report including a summary of the Agreement is available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California. AND D-411. (City QUnci1_/Reacv m nt Aaencv)_JOINT PUBLIC HEARIN MAIN -PIER REDEVELOPMENT PRQJ_E T AREA - THIRD BLQQK WEST - -600.30 NEWCOMB-TILLOTSON DEVELOPMENT CQ - DIEPOSITIQN AND DEVELOPMENT AGREEMENT -- R vQLUTION NO. 209 - RESOLUTION -NO, 6231 - CONT. Joint public hearing to consider the Redevelopment Agency's QyEN initial Study of the project contemplated by the Disposition rRQQM and Development- Agreement proposed to be entered into by the ;i1/5/2p redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development Company (the "Project") in accordance with the California Guidelines implementing the California Environmental Quality Act. This Initial Study was undertaker for the purpose of deciding whether the Project may have significant effect on the environment. On the basis of. such Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. Copies of the Initial Study and Draft Negative Declaration are on file at the Agency offices at 2000 Main Street, Huntington Beach, California and are available for public review. At its meeting on November 5, 1990 at 7:00 P.M., the Agency and the Huntington Beach City Council (the "City Council") will consider the Project and the Draft Negative Declaration. If the Agency and City Council find that the project will not have a significant effect on the environment, it may adopt the Negative Declaration. This means that the Agency and City Council may proceed to consider the Project without the preparation of an Environmental Impact Report. RECOMMENDED ACT QN : �e�e1-rec� � l04 do ys roved I. the jcint public hearing of the City Council and Redevelopment Agency on the Disposition and J Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development, Inc. regarding the Third Block West project Cin the Main -Pier Redevelopment Project Area �� 2. Approve a six month extension of the Exclusive Negotiation Agreement between the Redevelopment Agency and Newcomb --Tillotson Development. NEA). � ~1,co,36 REQ�'ST FOR CITY COUkvCIL/ _ 1[ �,s' 9a ` RMEVELOPMENT AGENCY ACTION CITY er ED 90-40 HUXT1PXTrN CEACH, CALIF, Date November 19, 1990 I;�r 15 � �5 FM !r� Submitted to: Honorable 7ayor hairman & City Council/Redevelopment Agency Members Michael T. Uberuaga, City Administrator/Chief Executive OfficerkJO Submitted by: -� Barbara A. Kaiser, Deputy City Administrator/Economic Development.`-�_,.,� Prepared by: CONTINUANCE OF PUBLIC HEARING AND EXCLUSIVE AGREEMENT -- Subject: THIRD BLOCK. WEST -• MAW PIER REDEVELOPMENT PROJECT AREA Consistent with Council Policy? Pq Yes [ ) New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: The joint public hearing - on the Disposition and Development Agreement on the captioned project was scheduled for November 19, 1990. The developer has requested continuance of this item until January 7, 1991. RECQMME_NDATiO): � 0�� r r� �l r3•,p 6"EJ01) pen the joint public hearing of the City Council and Redevelopment '41 Agency on the Disposition and Development Agreement between the �( Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development, Inc. regarding the Third Block West Project in the Main -Pier Redevelopment Project Area to January 7, 1991. 2) Approve a six month extension of the Exclusive Negotiation Agreement between the Redevelopment Agency and Newcomb -Tillotson Development. ANALYSIS: Pursuant to the requirements of the California Health and Safety Code the joint public hearing of the City Council and Redevelopment Agency on the proposed Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson, Inc. was duly advertised for November 19, 1990. To provide additional time to assemble information pertinent to the Council/Agency's • consideration of the Disposition and Development Agreement the developer has 1 requested that the hearing be continued open to January 7, 1991. The developer has executed the form of DDA which will be recommended for approval by Agency staff. However, execution of this document alone does not extend further the Exclusive Negotiation Agreement between the developer and the Redevelopment Agency. For this reason it is recommended that the Agency approve a sixty day extension to that Exclusive Negotiation Agreement. So A . At. RCA/RAA ED 90— November I9, 1990 Page two ALTERNATIVES: Do not continue the public hearing. FUNDING SOURCE: Not applicable to this action. MTU/BAK/SVK: jar 8069r N EWCOM B DEVELOPMENT November 15, 1990 City of Huntington Beach 2000 Main Street 2nd Floor Huntington Beach, CA 92648 Attention: Connie Brockway, City Clerk Subject: 3rd Block West rho CJ CD n =x n cZ f- Dear Ms. Brockway: Please be advised that we respectfully request that the City Council hearing concerning the D.D.A. and the appeal of the C.U.P be continued until the meeting of January 7, 1991. In addition, we :also request the City Council to extend our Exclusive Negotiating Agreement for six months. This continuance and extension are being requested to allow the new members of the City Council time to familiarize themselves with this project. Thank you for your help and cooperation concerning this matter. Sincerely, P�,vWI John. T. Newcomb TC/pld 2800 Lafayette Ave. Newport Beach. CA 92663 (714) 675-9844 NQV.' 15'--, 9n :12: 57 .-HEWCOf DEVELOPMENT :�. 4`00' . • AECEIVEC ` CITY CLERK NEWCOMB C?TY CF HUNTl;;l�4 K%t. CALIF. DEVELOPMENT -- Noy 15 !z 16 rd 190 November 15, 1990 City of Huntington Roach 2000 Main Street 2nd Floor Huntington Beach, CA 9264a Attention: Connie Brockway, City Clerk Subject: 3rd Block West Dear Ms. Brockway: Please be advised that we respectfully request that the City Council hearing concerning the D.D.A. and the appeal of the C.U.P be continued until the meeting of January 7, 1991. In addition, we also request the City Council to extend our Exclusive Negotiating Agreement for six months. This continuance: and extension are being requested to allow the new ! members of the City Council time to familiarize themselves with this project. Thank you for your help and cooperation concerning this matter. Sincerely, John T. Newcomb TC/p1d b 4 ; -9844 2800 Lafayette Ave. Newport Beach, GA 92663 (714) 675 IN Authorized to Publish Advertisements of all kinds including public notices by Decree of the Superior Court of Orange County, Cardomia, Number A-6214. Soptember 29. 1961. and A-2,1831 June 11, t M STATE OF CALIFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the ago 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, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of California, and that attached Notice is a true and complete copy as was printed and published in the Costa Mesa, Newport Beach, Huntington Beach, Fountain Valley, Irvine, the South Coast communities and Lacuna Beach issues of said newspaper to wit the issue(s) of: October 19, 26, 1990 PUBLIC NOTICE ' NOTICE OF HARING DISPOSITION A DEVELOPMENT AGREEMENT kEWCOMd-TILtOTeONi DEVELOPMENT COMPANY On November S. 1990 at :00 p.m. or as s rA- tier as the mattar may .- eard. at the Cry Counril hambers locale) at 2000 lain Street. Hunlingtcn each. California. the G'y puncif of the City of Hunl- igton Beach and the Ro- eveloDment Agency o1 Ire ity of Huntington Beach will old a joint public hearing to onsider approval of Di;- ositton and Development greement (the "Agree-1 rent") by and among Ira edeveloprnant Agency of is City of HuntinEton Beach he 'Agency") and New-. omo-Tillotson Develop tent Co. S.iCh agreement Rferences the project' nown as ,Third Block, lest" bounded by Man ,feet. Olive Avenue, 51h. treat and Orange Avenue ilhin the Main -Pier R-;- evelopment .Project area. he proposed Agreement nd a stall report including a ummary of the Agreement available for public ki- pect-on at the O:tice of We Illy Clerk. 2000 Main Street. Rr, C a V 'D r;r i r11990 DEPAI COMMUNII %xJlT OF CEV—_L0P4?ENT PLA?1N .G DIVISION I declare, under penalty of perjury. that the foregoing is true and correct. Executed on b 6 r 1 99 o at Costa Mesa, California Si ature PROOF OF PUBLICATION r PUBLIC NOTICE Huntinglon Beach. Cali- fornia. Snook] you desire further Mformation Concern- Ing this matter, kindly call ,Stephen Kotler at (714) 536-5542. p NOTICE OF PREPARATION OF { DRAFT NEGATIVE DECLARATION DISPOSITION A TILLOTSON DEVELOPMENT COMPANY Notice is hereby given that the REDEVELOPMENT 'AGENCY OF THE CITY OF IHUNTINGTOK BEACH (the Agency") has Completed 'an Initial Study of the project ;contemplated by the Dis- �posilion and Development ,Agreement proposed to be ,entered Into by the Re - ;development Agency of the ,City of Hunt ngton Beach lend Newcomt-Tillotson De- Wopmerti Co. (the "Pro- )ect") in accordance with the Falifornla Guidelines Im- Iementing the. California nvlronmenial Quality Act. This Initial Sluly was under- taken for the purpose of f7eciding whether the Project may have signakant effect Ion the environment. On the 'basis of such IniPal Study. the Agency start i has con - Wed that fre Project will .not have a significant effect on the environment. and has -therefore preuared a Dralt INegalive Declaration. Copies of the Initial Study and Nall Negative Declar- ation are on file at the Agen- cy offices at 2000 Main Street, Huntington Beach. California and are available for public review. AI It s meet- Ing on November 5. 1990 at 7.00 p.m . the Agency and the Huntington Beach City Council (the "City Council') will consider the Project and the Nall. Negative Deciar- tation. If the Agency and City Councilhnd that the project Will not have a signif"nl ef- .rect on the environment. it rney adopt the negative Dec- Isration_ This means that the !Agency and City Council 'nay proceed to consider the 'Project without the prep- Yration of an Environmental Impact Report. Any person wishing to comment on this matter must submit such comments. In writing. 10 the Agency prior to the start of the meeting. By- Connie Brockway. City Clerk. City of Hunl- Ingion Basch Published Orange Coast Daily Pilot October 19. 26. 1990 F843 �J • NOTICE OF HEARING ti S �s►� +��1 v rn ' Nl! � oM -- 7-111 a +Soiv 'p'10 � to �r►..t.a rn %�,e-r On November 5, 1990 at 7.00 p.m. or as n-therea ter as a ma er may , at the City Council chambers located at 2000 Main Street, Huntington Beach, California, 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 to consider approval of Disposition and Development Agreement (the "Agreement") by- and among the Redevelopment Agency of the City of Huntington Beach (the "Agency") and Newcomb -Tillotson Development Co. Such agreement references the project known as "Third Block West" bounded by Main Street, Olive Avenue, Sth Street and Orange Avenue within the Main -Pier Redevelopment Project area. The proposed Agreement and a staff report including a summa-y of the Agreement is available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California. Should you desire further information concerning this matter, kindly call Stephen Kohler at (714) 536--5542. NOTICE OF PREPARATION OF DRA Notice is hereby given that the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency") has completed an Initial Study of the project contemplated by the Disposition and Development Agreement proposed to be entered into by the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development Co. (the "Project") in accordance with the California Guidelines implementing the California Environmental Quality Act. This Initial Study was undertaken fcr the purpose of deciding whether the Project may have significant effect on the environment. On the basis of such Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. Copies of the Initial Study and Draft Negative Declaration are on file at the Agency offices at 2000 Main Street, Huntington Beach, California and are available for public review. At its meeting on November 5, 1990 at 7:00 p.m., the Agency and the Huntington Beach City Council (the "City Council") will consider the Project and the Draft Negative Declaration. If the Agency and City Council find that the project will not have a significant effect on the environment, it may adopt the Negative Declaration. This means that the Agency and City Council may proceed to consider the Project without the preparation of an Environmental Impact Report. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to the start of the meeting. By: Connie Brockway City Clerk City of Huntington Beach Published Daily Pilot October 19 & 26, 1990 %s1 REo6EST FOR CITY COU�IL/ REDEVELOPMENT AGENCY ACTION Date November 5, 1990 Submitted toHonorable Mayor/Chairman & City Council/Redevelopment Agency Submitted byMichael T. Uberuaga, City Administrator/Chief Executive Officer 6;;(„J Prept:red by: Barbara A. Kaiser, Deputy City Administrator/Economic Development Directo CONTINUATION OF HEARING DATE — THiRD BLOCK WEST — DISPOSUION AND Subject: DEVELOPMENT AGREEMENT — MAIN —PIER REDEVELOPMENT AREA Consistent with Council Policy? N Yes [ j Now Policy or Exception Statement of Issue, Recommcmdation, AneWs, Funding Source, Altemative Actions, Attachments: STATEMENT QF I_SSLIF: The Planning Commission has continued its consideration of the entitlements for the captioned project until November 6, 1990. RECOMMENDATION: Continue open the advertised hearing for the Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb —Tillotson Development, Inc. regarding the Third Block West Project in the Main —Pier Redevelopment Project Area and the Negative Declaration for the project to the next scheduled City Council/Agency meeting. - ANALYSTS: The joint hearing of the City Council and Redevelopment Agency on the Disposition and Development Agreement between the Redevelopment Agency and Newcomb —Tillotson Development, Inc. was advertised for November S, 1990. This advertisement took place In anticipation of Planning Commission action on entitlements for the project at its meeting of October 16, 1990. At that time, the Planning Commission continued the project to November 6. To allow the Planning, Commission the opportunity to consider the* entitlements prior to the Council/Agency consideration of the Disposition and Development Agreement, it is recommended that the hearing date for the DDA and Negative Declaration be continued. C= z ONPINQ 5011FC, Not applicable for this action. x ALTERNATIVE ACTION: �r Do not continue the hearing date. cn 7 ,kTTACHMENTS: None. 1dTU/BAK/SVK: jar i946r 1 tll� STBADLING, YOCCA, CARLSON & RAUTH A PROFESSIONAL CORPORATION FRITY R. STR•OLIMG LAWRENCE S-COyN NICK C. TOCCA WARRCN S. DIVEN C. CPMO CARLSON JAMS$ OE XT ER CLARK WILLIAM R. RAUTM III STEPMEN H. LACOVNT K.C. MCMAAF MARLCY L. SJCLLANO RICMARO C. GOOOMAM STEPMEN T. IRE;MAN JOHN J. MVRPHT PERRY J. TARNOFSKT THOM AS R CLARKI JR. ROMERT A. WILMCN SEN A. FRVDMAH LIMA M. KITMUTA pAVIC• R. M.EWEN CMERTL A. COW PAUL L. GALC NICHOLAS J. VOCCA RVOOLPC. SHEPARD NT JULIE M. PORTER ROSERI. %ANC MARK T. PAUK M. D. TALSOT ROSERT C. FUNSTEN ■RUCE C. STUART ALETA LOUISE SRYANT DOUGLAS F. I.IGMAM RONALD A. VAN MLARCOM E. KURT TEAGER STEPMEN M. M.NAMARA ROSCRT J. WHALEN GARY A. PEMRER"ON ROSERT E. RICH JOHN M. ANTOCI THOMAS A. PISTONS J. MICMAEL VAUGHN SCOT T C. M*CONNYLL CINOT R. HUGHES RANCALL J. SHCRMAN OCNIME E. MAREAUGH SRUCC W. FEVCHT ER SARMARA L. ZC.O MARK J. HUCSSCH ERIC T. SALTZMAN KARE V A. ELLIS MICMAEL J. RUSINO CLIZAMCTH C. GREEN JON E. GOETZ ■RUCC O. MAY ALAN J. NESSEL DONALD J. MAMMAN ANDREW PR RIFKIN JOHN J. SWIGARTI JR. GARY PL DOWNS MICM4CL A. ZASLOCKI JOHN D. IR ELAND NCILA R. SEPNSTEIN MICMAEL J. PENOER6AST CELEIITE STAHL SRACY DAVIO H. MANN CHRI11TOPMCR J. KILPATRICK GALE 1. MCMLESIIIC.ER JOWL H. GUTH CANA M. KEZMOH JULIC M.COV AKIN* 0ARRTL S. GIM*OY DAWN C. HONETWELL JOHN O. M•CLENCON OWEN S. LVSOw ATTORNEYS AT LAW 660 NEWPORT CENTER DRIVE, SUITE 1600 POST OFFICE BO%7a60 NEWPORT BEACH, CALWORNIA 92680-6441 TELEPHONE (714- 725•4000 TELEPHONE (714; 640.7035 FAK NV,.SER (714) 115-100 October 23, 1990 Mr. Stephen Kohler HUNTINGTON BEACH REDEVELOPMENT AGENCY 2000 Main Street Huntington Beach, California 92648 Re: Disposition and Development Agreement Third P1ock west Dear Steve: JOHN E. MMCCRENRIOGE MCNA C. STONE Or COVNCLL WRITER'S DIRECT DIAL! (714) 725-4179 1 v ol) Enclosed are seven pages to be inserted into the Third Flock West DDA. The existing pages in that DDA should be discarded. Only one substantive change was made in these substituted pages: the third paragraph of Section 307, which was inadvertently deleted in the last version of the DDA, was inserted. Please let me know if I can be of any further assistance. Very truly yours, STR LING, YOCCA, W Jon . Goe z JEG/dr nclosure, vW CARLSON & RAUT11 4W qW M. [§213] Conditions Precedent to the Conveyance N. [§214] General Plan Designation and Zoning of the Site; Subdivision Map Approval O. [§215] Submission of Evidence of Financing Commitments and Loan Closing P. [§216] Relocation III. [§300] DEVELOPMENT OF THE SITE A. [§301] Development of the Site 1. [§302] Scope of Development 2. [§303] Site Plan 3. [§304] Construction Drawings and Related Documents 4. [§305] Review and Approval of Construction Drawings and Related Documents 5. [§306] Cost of Development 6. [§307] Demolition of Site 7. [§308] Construction Schedule 8. [§309] Indemnity, Bodily Injury and Property Damage Insurance 9. [§310] City and Other Governmental Agency Permits 10. [§311] Rights of Access 11. [§312] Local, State and Federal Laws 12. [§313] Anti -Discrimination B. [§314] Mortgage, Deed of Trust, Sale and Lease -Back Financing; Rights of Holders 1. [§315] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease -Back for Development 2. [§316] Holder Not Obligated to Construct Improvements 3. [§317] Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure (ii) No,/ kr+l B. [S102] The dev e a The Redevelopment Plan for the Project Area was approved and adopted by Ordinance No. 2578, as amended by Ordinance No. 2534, of the City Council of the City of Huntington Beach. Such ordinances and the Redevelopment Plan as approved and amended (the "Redevelopment Plan") are incorporated herein by reference. Prior to issuance of a Certificate of Completion for the entire Site, the Agency agrees not to amend, modify, or change the Redevelopment Plan for the Project Area in a manner that would affect the uses or development permitted on the Site, the restrictions or controls that apply to the Site, or any other aspect of the use and enjoyment of the Site in the manner contemplated by this Agreement, without the prior written consent of the Developer. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of Developer. C. [$103] The_Site The Site is that portion of the Project Area so designated on the Site Map which is attached hereto as Attachment No. 1 and incorporated herein by reference. The Site is de- scribed in the "Legal Description" Which is attached hereto as Attachment No. 2 and incorporated herein by reference. The Site consists of the following parcels of property (collectively, the 'Parcels"), which are identified on the Site Map: (i) those certain parcels owned by the City and the Agency (the "Agency Parcels"); those certain parcels owned by one or more third parties (the "Third Party Parcels"); and that certain property, consisting of public alley located within the Site, which will be vacated and abandoned by City and conveyed to the Developer in connection with redevelopment of the Site (the "Alley, Parcel"). It is understood by the Agency and Developer that the existing Site will be subdivided substantially in accordance with that certain Tentative Tract Map No. 14352 (the "Subdivision Map") submitted by the Developer to City. The legal lots created as a result of that subdivision (collectively, the "Lots") will consist of separate legal lots containing retail, market and office uses (the "Commercial Lots") and a lot containing residential condominium improvements (the "Residential Lot"). D. [5104] parties to the Agreement 1. [5105] 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 D:0582E003.WP/003 (2) 101990-12 inspector(s) and any other component system inspector(s) designated by Developer, at Developer's expense, to expedite inspections and approvals for the improvements to be constructed on the Site. If an outside plan checker(s), engineer(s) or inspector(s) is (are) retained at Developer's request, the Agency shall use its best efforts to cause the City to submit such persons for Developer's reasonable prior approval, to select such outside plan checker(s), engineer(s) or inspector(s) and to arrange for the bills for the services of such plan checker, engineer or inspector to be delivered directly to Developer. Developer shall be solely responsible for the payment of such bills. 5. [S306] Cost of.Deyelopment Except as otherwise provided in this Agreement, all costs for planning, designing, and constructing the Improvements shall be borne exclusively by the Developer. Except as otherwise provided in this Agreement, the Developer shall also bear all costs related to discharging the duties of the Developer set forth in this Agreement. The Developer assumes the responsi- bility to construct and shall let contracts for or cause to be constructed all "Off -Site Public Improvements" (as that term is defined in the Scope of Development, Attachment No. 3) which are required by City to be constructed in connection with Developer's improvement of the Site. If any "Additional Off -Site Improvements" (as defined below) are validly required by the Agency or the City, the Developer shall, subject to the limitations below, be obligated to construct or cause the construction of such improvements and the Agency shall reimburse the Developer for all "Expenses" (as defined below) incurred in connection with planning, designing and constructing such improvements. If the Agency or the City requires Developer to construct any Additional Off -Site Improvements, Developer shall promptly obtain an estimate of the cost of designing and constructing such improvements and shall deliver such estimate to the Agency. If the Agency still wishes to have Developer proceed with the design and construction of such improvements, it shall, within thirty (30) days after receipt of such estimate, approve the scope of such work and the proposed costs thereof (together with a contingency for specified types and amounts of cost increases or overruns). If Agency disapproves the proposed Additional Off -Site Improvements work within that period, then the Developer shall have no obligation to construct the applicable Additional Off -Site Improvements. Agency shall pay to Developer all Expenses incurred by Developer in connection with the Additional Off -Site Improvements not later than thirty (30) days after Developer's submission of (i) a signed demand for payment from the Developer certifying that the work for which payment is requested has been performed, and (ii) a certificate, opinion or other similar document from an D:0682E003.WP/003 (38) 101990-12 %.+f `11� architect or engineer acceptable to both Developer and Agency, in their reasonable discretion ("Approved Architect") (which certificate, opinion, advice or approval may rely upon the certificate, opinion, advice or approval of other licensed architects, engineers or government officials and may contain reasonable and customary assumptions or qualifications) stating that the work for which payment is requested has been performed. If such Expenses are not paid by Agency to Developer when due, they shall thereafter bear interest at the Agreed Interest Rate fron the date due until the date paid. "Additional Off -Site Improvements" shall mean all improvements or work located outside the legal lot line of the Site ("Boundary of the Site") as shown on the Subdivision Map, or within the area of the Alley Parcel which is to be vacated in connection with development of the Site, which are not expressly identified in the Scope of Development as included within the maximum required Off -Site Public Improvements, including, without limitation, all such street, sewer, water, storm drain, CATV, gas, electric, telephone and other utility improvements and/or relocations required outside the Boundary of the Site or in the Alley Parcel. Notwithstanding anything herein which is or appears to be to the contrary, the "Additional Off -Site Improvements" shall include any and all decorative paving or pavement required by the Agency or the City to be installed by Developer outside the Boundary of the Site. The "Expenses" of constructing any Additional Off -Site Improvements shall mean all direct and indirect design, planning and construction costs, expenses or fees incurred in connection with any Additional Off -Site Improve- ments, including, without limitation, all engineering, legal, consultant, and architectural fees, all permit and bonding fees or costs, all points, fees and other financing costs, all Interest charges and/or reserves, all insurance, management and inspection fees and costs, and Developer's overhead costs, which shall be deemed equal to ten percent (10%) of all other costs and expenses incurred in connection with constructing the Additional off -Site Improvements. The Agency shall not be responsible for reimbursing the Developer for any payments by Developer to Developer or any wholly -owned affiliate of Developer which are in excess of the amount that would have been paid for such services in an arms length transaction between unrelated third parties acting under the same circumstances. In no event shall Agency withhold or delay issuance of any Certificate of Completion because of the Developer's failure or refusal to construct any Additional Off -Site Improvements. Subject to the terms of this Agreement, the Developer shall be responsible for all fees associated with development of the Improvements, including, without limitation, school facilities fees and other impact fees. The Agency shall use its D:0682E003.WP/003 (39) 101990-12 %000 16� best efforts to assist the Developer in its efforts to minimize the amount of such fees. 6. [$307] The Agency shall be responsible for demolition of all improvements existing on the Site and for clearing all asphalt, structures, foundations, tanks, and other improvements from the Site prior to the Conveyance. All demolition costs and any other costs related thereto shall be borne solely by the Agency. Notwithstanding that all costs related to the demolition shall be ultimately borne by the Agency, Developer shall advance such costs on behalf of the Agency as such costs are incurred. All such advances and any other costs incurred by the Developer in connection with such clearance and demolition shall be added to and become a part of the Developer Loan described in Section 201[7] above and shall be deducted from the gross purchase price in connection with the determination of the Purchase Price pursuant to Section 201[8] above. All such demolition and clearance work shall be bid, performed and supervised in the manner provided in Section 211[3] above with respect to the Remediation work, including, without limitation, involvement of the Environmental Consultant in the bidding and the supervision of the performance of all asbestos removal work comprised within such demolition and clearance, and the involvement of the Developer in the bidding, supervision, inspection and monitoring of all such demolition and clearance work. At Developer's election, in its sole discretion, Developer may allow the Conveyance to occur prior to the demolition and clearance provided for by this Section in order to allow .Conveyance of the Site to Developer concurrent with Developer's funding of the Acquisition Costs for the Third Party Parcels. In that event, the Developer shall have sole responsibility for coordinating and supervising such demolition and clearance and shall contract directly with the persons or entities performing such work; provided, however, that the Agency shall remain responsible for funding such costs of demolition and clearance which are incurred by the Developer pursuant to the following terms. The Developer shall obtain the Agency's prior approval of any proposed contracts for demolition or clearance or amendments thereto, and shall, from time to time as demolition or clearance costs are incurred, submit invoices together with all bills and other documentation reasonably requested by the Agency to the Agency evidencing such expenditures. The Agency shall reimburse the Developer for such costs within thirty (30) days of its receipt of Developer's submission of its written request for payment. Any costs not reimbursed to Developer within the time provided above shall thereafter bear interest at the Agreed Interest Rate until paid. D:0682E003.WP/003 (40) 101990-12 requirements pursuant to Health and Safety Code Section 33413 or Government Code Section 66583 or any other applicable sections. C. [S403] Parking Garage Developer shall construct a subterranean parking structure (the "Parking Structure") on the Site, as described and set forth in the Scope of Development (Attachment No. 3). The cost of constructing the Parking Structure shall be borne solely by the Developer. At such time as those spaces within the Parking Structure which are to be transferred to the Agency for its use, as identified on the Vesting Tentative Map (the "Agency Parking Spaces"), are subject to being placed in use (as evidenced by issuance of a certificate of occupancy or temporary certificate of occupancy therefor or other applicable permit for use), the Agency shall pay the Developer the amount of Twelve Thousand Five Hundred Dollars ($12,500) in cash for each of the Agency Parking Spaces, for a total of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the "Parking Space Purchase Price"). Concurrent with receipt of such payment, Developer shall transfer fee title to the Agency Parking Spaces to the Agency. In connection with the above, Agency agrees to assist Developer in securing legal authority to place the Agency Parking Spaces in use, and to secure a certificate of occupancy or temporary certificate of occupancy therefor, at the earliest possible time, and to take all steps and execute all documents necessary thereto. Agency further agrees to pay Developer for the Agency Parking Spaces notwithstanding that construction has not yet been completed on the rest of the Site Improvements, so long as Agency is capable of using the Agency Parking Spaces for public parking purposes. In order to facilitate the earliest possible transfer to and use of the Agency Parking Spaces by the Agency, the Agency shall use its best efforts to cause the City to take all steps reasonably possible to issue a certificate of completion, temporary certificate of completion, or other authorization allowing the Agency Parking Spaces to be placed in use, at the earliest feasible date, even if less than all of the improvements contemplated by this Agreement for the Site have been completed at this time. In connection with the above, the Agency shall use its best efforts to cause the City to consult and cooperate with Developer to the extent reasonably possible in establishing temporary traffic circulation patterns for the Site as necessary to allow the early use of such Agency Parking Spaces even if such circulation patterns differ from the patterns conterplated for the Site upon completion of all of the improvements required to be constructed on the Site pursuant to the terms of this Agreement. D:0682E003.WP/003 (53) 101990-12 L,J the applicable housing unit's continued affordability shall be recorded in the official records of Orange County, California. c. Maximum pumper OI k!2pnS; INN ueveivper VD,LjgaLla0 Notwithstanding the Agency's obligations in paragraphs (a) and (b) above, the Agency shall not be obligated to pay SCHFA loan commitment fees on behalf of more than thirty-three homeowners or to make Agency Loans to more than thirty-three (33) homeowners, nor shall Developer be required to use such loans in connection with any applicable housing units other than the Restricted Units. d. m=eting Pr4aram. The Developer shall state, in a prominent location in all advertising and marketing materials, that low-cost, Senior Citizen or First -Time Homebuyer financing is available for certain purchasers of housing units within the housing development. The Developer shall notify each prospective purchaser which it reasonably believes might qualify for such loans of the availability of the SCHFA Loan and the Agency Loan, as applicable. 4. Covenants to Remain Affordable. Prior to the conveyance of each of the Restricted Units, and each unit on which the purchaser has obtained an Agency Loan (collectively, the "Assisted Units"), the Developer shall execute and record in the official records of Orange County, California, a Declaration of Covenants, Conditions and Restrictions ("CC&R's") with respect to such Assisted Unit in the form of Attachment No. 12, incorporated herein by reference, which shall provide the following: a. Each Restricted Unit shall be owner -occupied and the owner shall be a Low -to -Moderate Income Person or Family, and, until July 18, 2018, shall only be conveyed at an Affordable Housing Cost to a Law -to -Moderate Income Person or Family; b. Each Assisted Unit (other than a Restricted Unit) shall be owner -occupied and the owner shall be a Low -to -Moderate Income Person or Family, as herein defined, and shall only be conveyed to a Low -to -Moderate Income Person or Family fora period of twenty (20) years; provided, however, that the unit may be sold to other than a Low -to -Moderate Income Person or Family without restriction as to price provided that the owner pays a sum determined pursuant to a schedule of equity sharing to the Agency due under the terms of the Agency Loan, and, upon such payment, the CMOs shall, by their terms, terminate, and the Agency shall execute whatever instruments are necessary to remove them from record; c. Prior to any transfer of the Restricted Unit or Assisted Unit the owners of the Restricted Unit or Assisted Unit shall submit to the Agency a request for approval of a proposed D:0682E003.WP/003 (51) 101990-12 REQI;,; ST FOR 'CITY CODU.*ILI REDEVELOPMENT AGENCY ACTION ED90-33 pate October 15, 1990 Submitted to: Honorable Mayor/Chairman & City Council/Redevelopment Agency Members Submitted by: Michael T. Urberuaga, City Administrator/Chief Executive Office4wo Preperod by: Barbara A. Kaiser, Deputy City Administrator/Economic Development Y�:-� Subject: ESTABLISHMENT OF HEARING DATE - THIRD BLOCK WEST - DISPOSiTiON AND DEVELOPMENT AGREEMENT Consis'.ent with. Council Policy? M Yes I ] New Policy or Exception Statement of Issue. Recomnundation. Analysis, Funding Source, Altemative Actions. Attachments: l ,SIATEMENT_OF ISSUE: r� x The Planning Commission has continued its consideration of the entitlements for -`the:; captioned project until October 16, 1990. FEMMMENDAIMN: ~ `" Ln Establish the hearingdate for the Disposition `'' � position and Development Agreement betweerLthe Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development, Inc. regarding the Third Block West Project in the Main-0er Redevelopment Project Area and the Negative Declaration for the projector' November 5, 1990. ANALYSIS: The joint hearing of the City Council and Redevelopment Agency on the Disposition and Development Agreement between the Redevelopment Agency and Newcomb -Tillotson Development, Inc. was 2dvertised for October 15, 1990. This advertisement took place in anticipation of Planning Commission action on entitlements for the project at its meeting of October 2, 1990. At that time, the Planning Commission continued the project to October 16 to allow the Planning Commission the opportunity to consider the entitlements prior to the Council/Agency consideration of the Disposition and Development Agreement. It is recommended that the hearing date for the DDA and [Negative Declaration be established for November 5, 1990. 41)�MUM*0111 111014 Not applicable for this action. ALTERNATIVE ACTION: Do not establish the hearing date. ATTACHMENTS: None. NITU/BAK/SVK:sar 7£84r P17 41" City f Huntington � Y ton Beach o g 2000 MAIN STREET CALIFORNIA 92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Office of the Director 536-5582 Economic Development 536-5542 c-.) -4 October 10, 1990 co co Messrs. Uri Gati, Gary Lubliner, Dick Harlow L California Resorts International, Inc. 222 5th Street Huntington Beach, California 92648 RE: MEETING WITH COUNCIL MEMBERS — BLOCK 101 Dear Messrs. Gati, Lubliner, Harlow: 7 rn r, 71 Thank you for the opportunity to join you at your meeting with Grace Winchell and Peter Green on October 2, 1990 regarding Block 101 and several additional issues. As we discussed, the following summarizes your concerns and my response. 1. Staff is attempting to prepare sufficient information regarding your proposal to develop Block 101 and make a recommendation to the Redevelopment Agency at their meeting on November 5, 1990. I would appreciate it if you could provide us with the additional information as requested in my letter of October 4, 1990 and I will set a meeting shortly to review the conditions of the Exclusive Negotiation Agreement. We have requested that property owners notify us of their intentions under the owner participation rights. As you informed Dr. Green and Ms. Winchell, the Agency will not be obligated to provide any funds for this project. I would also suggest that you meet again with Mike Adams as his interpretation of current codes would require that 50% of Block 101 be commercial with three blocks along PCH under consideration. 2. I reviewed with Mike Uberuaga your comments regarding nonresponsiveness to your letter of April 16, 1990 (see attached). Mike informed me that a meeting was held with Messrs. Gati and Harlow after this letter was received to review the Phase II situation. It was stated at the meeting that a written response to your letter would not be forthcoming at this time as it may have affected the then current negotiations with Messrs. Torriero, Abdelmuti and Cloobeck. The Agency was in no position to start negotiations with another party. In addition, it was mentioned that a Request for Proposals might be issued if negotiations were unsuccessful. You would then have an opportunity to submit a proposal under the RFP process. Of California Resorts International October 10, 1990 Page two As you're aware, the Redevelopment Agency has issued an RFP for development of Phase II to all property owners with a response required by November 26, 1990. 1 have enclosed a copy for your information. I would suggest that you meet with the owners and consider the feasibility of submitting a proposal under the terms and conditions of the RFP if you are still interested. 3. I understand the difficulties you have experienced with building inspectors on the Pierside Pavilion project. It is clear that field corrections have an impact on projects and are not always noted during plan check. 1 will pass on your concerns to Mike Adams. As always, Mike Uberuaga and I appreciate the opportunity to meet with you to address your concerns as often as needed. The City continues it's commitment to a strong public -private partnership in the redevelopment of downtown. Working together, we can seek solutions to issues that can then be presented to the City Council for decision making. Sincerely, Barbara A. Kaiser Deputy City Administrator/ Economic Development BK: jar xc: City Council Department Heads al forma Resorts Intema6onal, Inc. T April 16, 1990 � z �'v r �Z;"C Michael Uberua a g Co � ze Citv Administrator czi City of Huntington Beach x o 2000 Main StreetJ. r' r ' n Huntington Beach, CA 92648 C45 4 Dear Mr. Uberuaga: This letter is written to express the concern that California Resorts International, Inc. has with the delays that have occurred with Phase II of the Main/Pier Redevelopment area. The five block area on PCH between Lake Street and 6th Street, and the area identified as the Pier restaurant site, were originally identified as the Main/Pier Redevelopment area. The area south of Main Street and the pierside restaurants were Identified as Phase I. The two block area north of Hain Street was identified as Phase II. Both Phase I and Phase II were to be planned together and developed as an integral unit. It was understood that failure to proceed with the cleanup and development of Phase II could have a.severe negative impact on the success of Phase I. As you know, the Pierside Pavilion is scheduled to open in the sum.^ier of 1990. To ensure the future success of our center, it is imperative that redevelopment of Phase II proceed immediately. Our project does not have a significant amount of frontage on Main Street; therefore, cannot by itself upgrade the image of Main Street. One of our greatest fears is to have Pierside Pavilion open and have customers become disenchanted with the area because of the unsightly and intimidating environment. We have no intention of interfering with current negotiations for development of Phase II; however, we cannot expose ourselves to the uncertainty of either no development taking place or for a prolonged delay in development. The success of our project is key to the success of the balance of the downtown area. Our first desire is to have development of Phase II begin immediately. If this is not possible, California Resorts International, Inc. is prepared to purchase Block 105 from the -Redevelopment Agency for $6 million cash and 222 51h. Street, Hun,mgton Beach. CA 926413 (714) 960-3307 FAX (714) 9f0.2637 Mr. Michael Uberuaga April 17, 1990 Page Two will contribute an additional $1 million toward development of Block 104. Our plan would be to develop approximately 100 residential units on Block 105 and to work with the Redevelopment Agency and with the property owners of Block 104 in a manner that Is acceptable to the Redevelopment Agency, Mr. Abdelmudi, and a majority of the Main Street property owners. We believe that any plan for development of the commercial area (Block 105) must be compatible with Phase I and include a plaza at the intersection of Main Street and PCH as well as conform to all setback requirements. Please call if you have any questions or if you wish to discuss this matter further. Sincerely, C LI RNI PRESORTS INTERNATIONAL, I1TC. Uri E. Ca i Gary Lubliner Owner Owner ps 90-125 cc; files Bannister John Erskine Peter Green Don MacAllister Thomas Mays Jim Silva Grace Winchell REQ�ST FOR CITY COW,.L/ . REDEVELOPMENT AGENCY ACTION ED 90-33 Dste October 15, 1990 Submitted to: Honorable Mayor/Chairman & City Council/Redevelopment Agency Members Submitted by: Michael T. Urberuaga, City Administrator/Chief Executive Office` Prepared by: Barbara A. Kaiser, Deputy City Administrator/Economic Development) Subject: ESTABLISHMENT OF HEARING DATE -- THIRD BLOCK WEST - DISPOSITION AND DEVELOPMENT AGREEMENT Consistent with Council Policy? t4 Yes [ ] New Policy or Exception Statement of issue, Recomnmidation, Analysis, Funding Source, Alternative Actions, Attachments: k1t GIV 14 0:1 a 16) a The Planning Commission has continued its consideration of the entitlements for the captioned project until October 16, 1990. RMly-C&„! s e Establish the hearing date for the Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development, Inc. regarding the. Third Block West .Project in the Main -Pier Redevelopment Project Area for November 5, I990. ANALYST: The joint hearing of the City Council and Redevelopment Agency on the Disposition and Development Agreement between the Redevelopment Agency and Newcomb -Tillotson Development, Inc. was advertised for October 1S, 1990. This advertisement took place In anticipation of Planning Commission action on entitlements for the project at its meeting of October 2, 1990. At that time, 'the Planning Commission continued the project to October 16 to allow the Planning Commission the opportunity to consider the entitlements prior to the Council/Agency consideration of the Disposition and Development Agreement. It is recommended that the hearing date for the DD&be= established for November 5, 1990. x N r .UNDrNQ SOURCE: `=> "x Not applicable for this action. w n�rno ALTERNATIVE AC110N: r' r Do not establish the hearing date. None. &ITU/BAK/SVK:sar ' 7 884r P10 4/84 Authorized to Publish Advertisements of all kinds including publ;c notices by Decree of the Superior Court of Orange county, CaMomia, Number A-6214, September 29. 1961, and A-24831 .tune 11,1963 STATE OF CALIFORNIA County of Orange 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, a newspaper of general circulation, printed and published in the Ciy of Costa Mesa, County of Orange, State of Califomia, and that attz-.hed Notice is a true and complete copy as was printed and published in the Costa Mesa, Newport Beach, Huntington Beach, Fountain Valley, Irvine, the South Coast communities and Laguna Beach issues of sad newspaper to wit the issue(s) of: September 28, October 5, 1990 I declare, under penalty of perjury, that the foregoing is true and correct. October 5, 0 Executed on .199..,,_ at Costa Mesa, California. Signature 11 3Ci,(cG PROOF OF PUBLICATION PlfI3LIC [NOTICE NOTICE OF ttE AROG On October 15. 1990. at T D0 P.M. or as soon there- after as the matter may be heard. at 1111,0 City Counut Chambers located at 20M Ma n Street, Huntington Beach. Cali'ornla, the City Council of the City of Hunt - Ing-on Beach and the Re- do,olopment Agency of the ClIv of Huntington Reach will ;ho19 a joint public hearing to .Consider approval Of 0ia- .position and Development 'Ag,eemenl (the 'Agree- Iment"j by and among the Reievetopment Agency of the City of 1,untington 9each (1h9 "AWclr') and New- comb -Tillotson Develop- gnent Co. The proposed 'Agreement and a start re- port including a summary of the Agreenvent Is available for public Inspection at the 011ie@ of tho City Clerk. 2000 M.Itn Street. Hununptofi Beach, C(lllornla. Should jrou desires lufth@r - Infor+ IInIlion corcerning this Mat- her, kindly call Stephen Kohler at 1-141536.5542. 1 CONNIE BROCKWAY.I -CITY CLERK, CITY OF HI)NMGTON BEECH l PublisheJ Orange Coast pally Plot September 28. October 5. 1990 1`774 il� Authorized to Publish Advertisements of all kinds including public notices by Decree of the Superior Court of Orange Ccuflty, Cardomia., Number A-6214, September 29, 1961, and A-24831 dune 11.1963 STATE OF CALIFORNIA County of Orange 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, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of California. and that attached Notice is a true and complete copy as was printed and published in the Costa Mesa, Newport Beach, Huntington Beach, Fountain Va'ley, Irvine, the South Coast communities and Laguna Beach issues of said newspaper to wit the issue(s) of: September 28, October 5, 1990 declare, under penalty of perjury, that the foregoing is true and correct. October 5, 0 Executed on , 1 gg _ at Costa Mesa, California )RI JYvO r)a .fin I 1� k Signature RRIC NOTICE NOTICE OF PREPARATION OF DRAFT MR43AnvE DECLAMATION NoUce is hereby given that the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency') has completeC an Initial Study of the project acintempiated by the Dis- Dosition and Development Agreement proposed to be .sneered Into by the Re- •]evelopment Agency Of the PROOF OF PUBLICATION City of Huntington Beach and Ntwcomb-Tillotson De- vetoprrent Co. (the "Pro- ject") M accordance with the Calllornia GuiCehnes ltn- plement,ng the California Environmental Quality Act. This In list Study was under- taken tot the purpose of deciding whether the ProleCt may have a significant effect on the environment. On the basis of such Initial Study I" A.lency staff has Con- ctudec that the Project will not have a significant ever• on the environment. and han theref fe prepared a Drat; Negative Declaration. Copies of the Initial Study and Craft Negative Declar- ation are on file at the Agen- cy oinces .at 2000 Mein Street, Huntington Beach. California and are ava-labs-i for pubic review. At ks meeting on October -15, 1990 at 7.00 PM. the Agency and the t•luntinglo-t Beach City Council (the j"Crty Council") will consider ,the Project and the Drat Nega Iva Dedsrst'On' It the Agency and City Council find that their protect will rx)t have a significant effect on the environment. Il ffMy adopt the Negative Dacia-• allon This means that t!# Agency and City Council May proceed to consider tt e Project without the prep- aratiixl of an Environmental Impart Report. Any person wishing to Comment on this matter must submit such corl- menis. in writing. to tivs: Agency prior to the start of the meeting. Dated: 9-26-90 MICHAEL GIFFORD, aTAFF CONNIE BROC%MIAY, CITY CLERK, CITY OF W MTIN42TON MACK f tllished Orange Coast Daily Pilot Sapternber YB. Octrber 5. 1990 �,..— -_ -_._. 1775 I On kTo-a_J� , 1*�o, at TW P .M. or as soon thereafter as the matte may be heard, at the City Council chambers located at 2 00 Main Street, Huntington Beach, California, the Cit Council of the City of Huntington Beach and the Redevelop ent Agency of the 'City of Huntington Beach will hold a joi t public hearing to consider approval of Disposition a Development Agreement (the "Agreement") by and among the Re evelopment Agency of the City of Huntington Beach (the "Agen ") and Newcomb -Tillotson Development Co. The proposed greemE!nt and a staff report including a summary of the Agre ment is available for public inspection at the Office of the ity Clerk, 2000 Main Street, Huntington Beach, Calif rnia. Should you desire further information concerning this matter, kindly call Stephen Kohler at (7 14) 536-5542. Dated: September 26, 1990 COWIS ?(LOavjft� CITY CLERK CITY OF HUNT I NGTOU BEACH 07-30-90 0840u/2460/43 �Ja If -CITY OF HUNTIIVGTON BEACH CITY COUNCIL COMMUNICATION To From MICHAEL T. UBERUAGA Don e City Administrator Councyinah—_-- - Subject Date BLOCK 101-ENA September 24. 1990 I understand that Redevelopment staff has sent back the $50,000 deposit from California Resorts. WHY? I have placed this item on the agenda for staff response for the first meeting in October. DMA:bb ccty Clerk W NOTICE OF PREPARATION OF DRAFT NEGATIVE DECLARATION Notice is hereby given that the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency") has completed an Initial Study of the project contemplated by the Disposition and Development Agreement proposed to be entered into by the Redevelopment Agency of the City of Huntington Beach and Newcomb -Tillotson Development Co. (the "Project") in accordance with the California Guidelines implementing the California Environmental Quality Act. This Initial Study was undertaken for the purpose of deciding whether -the Project may have a significant effect on the environment. on the basis of such Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. Copies of the Initial Study and Draft Negative Declaration are on file at the Agency offices at 2000 Main Street, Huntington Beach, California and are available for public review. At its meeting on 0CWBE - 15,1950 at 1100 PM , 'the Agency and the Huntington Beach City Council (the "City Council") will consider the Project and the Draft Negative Declaration. If the Agency and City Council find that the project will not have a significant effect on the environment, it may adopt the Negative Declaration. This means that the Agency and City Council may proceed to consider the Project without the preparation of an Environmental Impact Report. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to the start of the meeting. Dated: q-U-°o O?-30-90 0838u/2460/43 Staff C714) q�q-z18rJ CON'P1 %E �a-4x KWf-`e CITY OF HUNTINGTON BEACH M SUPPLEMENTAL AGREEMENT NO. 1 TO NEGOTIATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND NEWCOMB-TILLOTSON DEVELOPMENT COMPANY TO EXTEND THE NEGOTIATING PERIOD THIS AGREEMENT is made and entered into this day of November , 1990, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, hereinafter referred to as "AGENCY,« and NEWCOMB-TILLOTSON DEVELOPMENT COMPANY, a California Corporation, hereinafter referred to as "DEVELOPER." WHEREAS, AGENCY and DEVELOPER are parties to that certain agreement, dated March 19, 1990, entitled "Negotiation Agreement between Newcomb -Tillotson Development Company and the Redevelopment Agency of the City of Huntington Beach for Development Within the Main -Pier Redevelopment Project Area," herein referred to as the Agreement; and The original Negotiating Period was previously extended 60 days by the DEVELOPER'S timely submittal of a signed DDA, pursuant to Section 1 of the Agreement; and AGENCY and DEVELOPER wish to amend the Agreement to further extend the negotiating period established therein, NOW, THEREFORE, the parties hereto do hereby agree as follows: The Negotiating Period, as referred to in Section 1 of the Agreement is hereby extended an additional 180 calendar 'days. Said negotiating period shall expire on May 13, 1991, unless it is further extended pursuant the provisions of the Agreement. --1- 14,wol' %-.� 2. REAFFIBMTION Except as specifically modified herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the date first above written. DEVELOPER: Newcomb -Tillotson Development Company, a 13y: t e c° l bA �e.fre�°� esident Secretary ATTEST: Agency Clerk . REVIEWED AND APPROVED: Executive Director AGENCY: The Redevelopment Agency of ity of Huntington Beach a pub body thairman Pro-Tem APPROVED AS TO RM: 7 Agency Attorney -P.L- , I1-101-9p INITIATED AND APPROVED: Ct Deputy City Administrator/ Director of Economic Development -2- NEGOTIATION AGREEMENT BETWEEN NEWCOMB-TILLOTSON DEVELOPMENT COMPANY AND TIE REDEVELOPMENT AGENCY OF THE CITY OF JR NTINGTON BEACH FOR DEVELOPMENT WITHIN THE MAIN -PIER REDEVELOPMENT PROJECT AREA This Negotiation Agreement ("Agreement") is made and entered into this _(fhlday of , 1990, by and between NEWCOMB-TILLOTSON DEVELOPMENT COMPANY, a California corporation ("Developer"), and the REDEVELOPMENT AGENCY of the CITY OF HUNTINGTON BEACH, public body ("Agency"). WHEREAS, in furtherance of the objectives of the Community Redevelopment Law of the State of California (Egalth-and Safety Code Section 33000, a §aq.), the Agency desires to redevelop a one block site bounded by Main and Fifth Streets, and Orange and Olive Avenues, located within the Main -Pier Redevelopment Project Area ("Project Area"), as shown on the map attached hereto as Exhibit "A" and incorporated herein by this reference, said one block site referred to herein as the "Proposed Development Site;" and The parties desire to negotiate -a Disposition and Development Agreement ("DDA") for the purpose of redeveloping the Proposed Development Site; -and The parties recognize and acknowledge that the purpose of this Agreement is to seek to negotiate the terms of a DDA which will include without limitation, the economics of the development, and the other terms of a DDA toward the disposition and redevelopment of the Proposed Development Site. NOVI, THEREFORE, the parties hereto do hereby agree as follows: 1. NEGOTIATING PERIOD The parties shall negotiate diligently and in good -1- faith for a 180 day period from the date this Agreement is executed by the Agency ("Negotiating Period"), to establish and agree upon mutually acceptable development plans, concepts, or alternatives, determine the economic feasibility of the development, and establish a value of the Proposed Development Site. Except as this Agreement may be extended, if on the 180th day from the date of this Agreement (the end of the Negotiating Period), the Developer has not signed and submitted a DDA to the Agency, then this Agreement shall automatically terminate, and the parties knowingly agree that none of the parties shall have any further rights or obligations to the other under this Agreement. If a DDA is so signed and submitted within the Negotiating Period, then this Agreement may be extended in writing for a period not to exceed sixty (60) days from the date of such submittal to enable the Agency to: (i) determine whether it desires to enter into such DDA, (ii) take the actions necessary to bring such DDA before the Agency for consideration, action, and authorization to sign, and (iii) sign the DDA, if such is approved. z. ESTABLISH! ENT OF DESIGN AND DEVELOPMENT 013JECTIVU The design and development objectives for the project shall be specified in the DDA and the actual development shall be in conformity therewith. The Developer shall cooperate fully with the Agency's professional consultants and associates in providing them with any information and assistance reasonably within the capacity of the Developer to provide in connection with the preparation and execution of the drawings, plans, and specifications or other documents or information required to be -2- k.) submitted by the Agency to the City of Huntington Reach ("City") pursuant to this Agreement or as required by state or local laws and regulations. All design, architectural, and building plans for development shall be subject to the review and approval of the Agency and the City. 3. EXILURE_19 PERFQRI� In the event that either party fails to fulfill the obligations described in this Agreement within the times specified, the non -performing party shall have fifteen (15) days following written notice from the other party to cure, or commence to cure, such failure to perform as may be identified in the written notice. If the non -performing party has failed to cure, or failed to commence to cure, within such fifteen (15) day period, the other party may terminate this Agreement and, thereafter, none of the parties shall have any further rights or obligations to the others under this Agreement except as hereafter provided. The Developer, by execution hereof, knowingly agrees, notwithstanding anything herein to the contrary, that it shall have no right by virtue of this Agreement to specific performance of this Agreement, nor to specific performance for conveyance of, nor to claim any right of title or interest in, the Proposed Development Site or any part thereof, nor to money damages, nor any other legal remedies or equitable remedies under the law. 4. COVENANT I,GA N T DISCRIMINATION The parties hereto shall not discriminate against nor segregate, any person, or group of persons on account of sex, race, color, age, marital status, religion, handicaps, creed, -3- national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Proposed Development Site, nor -shall the parties establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. 5. NO LIABILITY FOR REAL EU I N The Agency shall not be liable for any real estate commission or brokerage fees which may arise herefrom. Each party represents that it has engaged no broker, agent or finder in connection with this transaction, and each party agrees to hold the other parties harmless from any claim by any broker, agent or finder claiming through any such party. 6. COMPLIANCE WITH APPLICABLE LAWS The parties hereto acknowledge and agree that under the DDA, should it be adopted, they shall be required to comply with all applicable federal, state and local laws and regulations concerning the displacement and relocation, if such occurs, of persons and/or businesses on and from the Proposed Development Site, including without limitation, compliance with the Relocation Assistance Law, Government Code Section 7260, et seq. 7. NOTES All notices required or permitted hereinunder shall be delivered in person or by registered or certified mail to an authorized representative of the party to whom delivery is to be made, at the place of business of such party, or to any other place designated in writing by such party. -4- .f 7 L 22 f y nos° 20 M4 i 18 i f 3 Is 12 12 3 ro 6 7s' 6 P75� 2 .ys K• n ORANGE AVENUE 2 24 2 �3 20 ti 4 18 16 / v l00 S� n7.i• V , 5 20 �l 4 sfyF. b s ss• ,2 h i 23 10 ti 2/ 21 /9 22 -17 / 13 14 g 18 -+--. 17 e OLIVE AVENUE •�, ISj I + 2B 2T ti sus 25 23 v 20519 M 17 J5 - 9 14 y IQ, 5 (9)' is � ti to f1G' I 8 4 22 20 \ 18 23 1 19l / i✓ 6 4 �� ions• 2 �j•So' 26 � rc 5 35 t4 /G•. l 3 3a 9 .� 6 (9 v C I -42 21 2-3. , 19 / 13 / SBEISO-30-t2-/ ' ,9 9 b II 3 / � -s• h P7 �y III 19 1 a4 17 14 '45 � 3 25 It 38 3T ' f'. 3 6 -f l 27 5, • 2 ' I S 4 2 2 / 4 8 6 d M� PROJECT SITE f 1o.rr s� 4t l BEDF11V M.M. 3— 3 N67TE — ASSESSOR'S BLOCK & A S 5. 15 PARCEL NUMBERS 800 SHOWN IN CIRCLES COUl 8. ENTIRETY This Agreement, and the Exhibit *A* attached hereto, represents the entire agreement between the parties. The parties hereto have executed this agreement on the date and year first above written. NEWCODM-TILLOTSON DEVELOPMENT COMPANY a California corporation &N!L-MAMIX"law i ATTEST: Agency .Cleric 3 --7) `/ o REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a Cal' rnia public body Chairman APPROVED AS TO FORM: Z�— ►�.2�jo gencAt j ney Fri-d10 Agency Special Co u sel INITIATED, REVIEWED AND APPROVED Execu ive Directo -5- 'r - '' REQUEST FC REDEVELOPMENT�,IGENCY ACTION APPROVED BY CITY COUNCIL `, pp Fri 90-17 I4L� Date I�.�arc h 19, 1990 ITY C r xK Honorable Ctk'tixman and Red Ogren 7jency Members Submitted to: Michael T. ihenoga, City Atn nistrator/Exectative Directo � Submitted by: Charles P. Spencer, Director of Housing & Redevelop Prepared by: Eya mm imcmATICN AMMMU EETWEE9 7HE ET OPM NT ACEWT AND Subject: DEVEMFMW OCMPAW Consistent with Council Policy? [ ] Yes [ 1 New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: Staff is seeking Agency authorization to enter into an Exclusive Negotiation Agent with Newcarb-Tillotson Developnent CanpwW for the developnenct of one block within the I-I3in-Pier Project Area. Authorize the execution of the attached Exclusive Negotiation Agreement between the Redevelopw—nt Agency of the city of Huntington Beach and the N��b-Tillotson Develaprent Carpany On February 20, 1990, the Agency authorized staff to draft an Exclusive Negotiation Agroernent ulth the Newocarb- Tillotson Develop-ent Oagany for the developkent of one block bounded by Main Street, Orange Avenue, 5th Street and Olive Avenue. 'The project primed for this block will corr;ist of retail and office use including a grocery market fronting Main Street, 40-60 residential -$nits along 5th Street and 200 woes of public parking in addition to the parking required by the project. The attached occlusive negotiation Agreet:rent provides for a one hundred and eicty day time period within which staff will met with the developer to negotiate the terms of a Disposition and Development Agreement (DOA) . The resulting DOA will specify the design and development objectives of the project and the econarnics of the developwerrt. me Exclusive Negotiation Agrmament provides an additional sixty (60) day extension for Agency revimm. JUNDTNG 9CURCE: ITeviously budgeted contractual services aaxmt. P 1 Q11 /85 RAA 90-17 Yzrch 19, 1990 Page 2 AMMUMW ACPIOW,• Do not approve the attached EmIusive Negotiatim Agremnent. 1.) Reclusive Negotiation Agreement. 2.) Site Map IIIIU/CPS/SHE: ki 1 0200h REQUEST FOR REDEVELOPMENT AGENCY -ACTION coo&, - �w✓ 9� �0-16 - 5�1Z ernt1 L �3 Date _Febnlanr 20i aan Submitted to: Honorable C2•:airman and Redevel APPROVED BY CiTYCO[!,\'CIL oprr..nt Agency x _ oofff� Submitted by: Paul E. Cook, Executive Director • - �/!v trwl Prepared by; les P. Spencer, Director of HwsIng & Redo t crnrc�tx Subject: (AUII� "U=CN TO MUT AN EXGI U VE NY7CMTIMCN AQ2EDOU BMVEZN MIC R�Vmawr ACE3CY AND Nw2mTmaism LE:VEfAF 4am OQmm Consistent with Council Policy? W Yes [ ) New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments, SrATF24 Wr or �rsst7r:- Staff is seeking Agency authorization to draft an Exclusive Negotiation Agreement between the Redevelop writ Agency and Nezwlc�illotson Development Ocrpany for the development of one block bounded by Main and 5th Streets, Orange and Olive Avemies (Third Block West), located within the Maul -Pier redevelopment Project Area. The RedavelcpLnent Agency Cmmttee for Third Block hest and staff reocmexnd that an Exclusive Negctiation Agreement be drafted for One Hundred, Eighty (180) days between the Redevelopment Agency and Newcmb-Tillotson Developrent CmInny- AN7 USM: On Octcber 2, 1989, the Redevelop-ent. Agency authorized staff to solicit proposals for an 84,000 sq.ft. mixed-use,projec on the third block of Main Street located within the Main -Pier Redevelopoent: Project Area. The develop-ent site located within District 5 of the Drf ntawn Specific Plan is designated as mixed -use; cam-ercial/office/residential land -use district. Requests for Proposal %nre subsequently distributed, defining a project that included a 13,000 sq.ft. grocery market as an anchor on the northeast eorrrx of the block, retail and office use fronting Main Street, a residential ca ponent, and 200 spaces of public parking in addition to the parking mired by the project. The Request for Proposal also stated that alternate development concepts wrald be accepted for review. Three development firm`: submitted proposals (a fourth, Halcyon-Koll, sulxaitted a proposal that was later withdrawn) which were reviewed by the related Agency O m:tlittee, the Agency's economic consultant, Keyser Marston Associates, and staff. The companies iho participated include The Howard Platz Group of Irvine with Mclarand, Vasquez Architects; Le Plastrier Development Cmpany, O Inc., of Irvine with Richardson, Nagy, Martin Ar-Udtccts; and Nowcorn illotson Development CaVany of Hu-&ington Beach/Newport Beach with , Stockton Hidey Ardhitects. P10:1/es The developrient concept proposed by the Howard Platz Group includes 23,000 sq. ft. of retail and market space fronting Main Street. The residential ca-ponent consists of 88 one -and two•-bedrean apartment units with parking provided for the project on ground level and in two subterranean levels. In addition to satisfying the parking requirement for the project, one -hundred additional spaces ar+x: provided for public parking. The Le Plastrier Development Cmpany'initially submitted a proposal which included 147 affordable (senior citizen) rental units, approximately 83,000 sq.ft. of retail/cc mercial space (including a grocery =rket) which fronts Plain Street, and 742 parking spaces which satisfies parking requirements and provides 200 space_ for public parking. This canpany has indicated, however, that based upon Agency direction, the project density could be reduced and proposed conda-drdums substituted for rental units. The project proposal submitted by NewcoatbJrillotson Development Cmpany provides for 9,050 sq.ft. of retail and 8,600 sq.ft. of second -level office space fronting Main Street. The proposal dedicates 9,600 sq.ft. for a specialty market which opens up to a 6,000 sq.ft. food cmirt on the second level. Three levels of residential housing (40 units) are separated from the vial portion by a central court yard. Surface and two levels of subterranean parking satisfy the project requirements ments and provide an additional 200 spaces of public parking. Both the Howard -Platt Group and Le Plastrier Development C3-p,-uny have indicated a flexibility toward project design and a willingness to reduce the development density. The Agency C7c . u- ttee and staf f , however, rend initiating an Exclusive Negotiation Agreement with the Newcmb-'Tillotson Development Clang ny based upon the develo xnt concept proposed, the economics of the project as analyzed by Keyser Marston Associates (see Page 5 of Summary Table) , and not least in i7rportance, the team's perform -once ability as evidenced by the completed projects Villas Del Mar (Beachfront Constriction) and Huntington Bayshore (Newcoerb Development) . Excerpts fra, the three development proposals and the Keyser Marston analysis are attached for Agency review. FUNDING SOURCE' Previously budgeted Contractual Services accounts. AI.TfsMTM ACTIM S: Direct staff to initiate an Exclusive Negotiation Agreerent with one of the alternative development c=panies. 1) Request for Proposcd. 2) Analysis by Keyser Marston Associates, Thies Block West Developer Proposals. 3).Howard-Platt Group proposal. 4) Le Plastrier Development Coaany proposal. 5) Newer -Tillotson Daveloptent Cmpany proposal• 6) Site Map. CPS/SIm: kj 1 0152h City of Huntington Beach 21511 MAIN STREET CALIFORNIA 92648 =�-:A-d HUNTINGTON BEACH REDEVELOPMENT AGENCY OFFICE Or TFE EXECUTIVE DIRECTOR October 5, 1989 Dear Developer: RE: Third Block West The Redevelopment Agency of the City of Huntington Beach is pleased to announce that it is seeking a developer for a mixed —use project in the heart of downtown Huntington Beach within the Main —flier Redevelopment Project Area. The Agency wants a developer who has a proven ability to develop and secure the commitment of quality retailers for the construction and operation of facilities within this project. The selected developer must work cooperatively with the Agency in designing and constructing public amenities and developing pr cposals which are compatible with the city's adopted Redevelopment Plan. We are looking for an economically viable development and one which will demonstrate i the careful planning and design necessary for a project of high quality. We welcome your interest and participation. L Sincerely, Paul E. Cook Executive Director f PEC:lp Telephone (714) 9699-2185 M M DOCUMENT: PROJECT: CITY: AGENCY: SITE: LOCATION: ZONING: DEVELOPMENT OBJECTIVE: OtVNERSHIP : AGENCY 'SSISTAN'CE: EXECUTIVE' SUK1 ARY Request for Proposal Third Block West. Huntington Beach, California; City of Huntington Beach Redevelopment Agency Approximately 84,000 square feet Bound by 5th, Orange, Hain, & Olive Mixed -use; commercial/office/residential Approximately 27,000 sf mixed retail, 14,000 office, 28 honsing units, and 200 space public parking structure. 75% Agency owned, 25% Privately owned; owner participat-ion is encouraged. To be negotiated based on economic need and projected retiir. n . RESPONSE DEADLINE: 5:00 P.M. December 18, 1969 Huntington Beach Redevelopment Office 215 1.12 Main Street CONTACT PERSON: Paul Cook (714) 536-5575 k% TABLE OF CONTENTS REQUEST FOR PROPOSALS Main Pier Redevelopment Project Area Third Block West TACT SHEET TABLE OF CONTENTS I. BACKGROUND ' I?. REQUEST FOR PROPOSALS A. Invitation to Submit Proposals B. Existing Project Area C. [proposed Development D. Agency Commitments E. Submittal and Selection Schedule III. MARKET INFORMATION A. Neighborhood residents B. City residents C. Regional Residents/Beach Visitors D. Tourists IV. SUBMISS104N REQUIREMENTS A. Summary of Submission Requirements B. Proposal Content C. Selection Procedure D. Selection Criteria E. - Right to Reject APPENDICES (Available Upon Regr.est to Developers) Downtown Specific Plan - Revised January 1989 Downtown Design Guidelines Main -Pier Redevelopment Area -- Fact Sheets Exhihit 1 - Proposer qualification statement Exhibit 2 - Financial information release authorization Exhibit 3 - Certification of correctness of statement of financial capability Exhibit 4 - Offer to exclusive negotiation to develop the redevelopment parcels I. BACKGROUND THE CITY CF HUNTINGTON BEACH Huntington Beach is located in the southwesGerri portion of Orange County. It is adjacent to Westminster and Fountain Valley to the north, Costa Mesa and Newport Beach to the east, the Pac-fic Ocean to the south, and Sunset Beach to the west. Huntington Beach is situated approximately 28 miles southeast of Lou Angeles and 90 miles northwest of San Diego. The City has an estimated 1989 population of 189,000. This represents an 11% increase from the 1980 census figure (170 ,127) and a phenomenal 1545 o increase-! since 1960 (11,492). : Incorporated as a charter City in 1909, Huntington Beach is governed by a seven member council/administrator tore of government. Huntington Beach's General Man was adopted in December 1976. It embraces nine elements, including land use, open space and conservation, safety, noise, recreation, circulation, housing, coastal and community facilities. Uoth law enforcement and fire protection are fully provided through the City of flunLingt:on Beach. Vatutie collection is contracted through a private tire; and' streets and parks are maintained by City crews and equipment. F:t, educational facilities arc provided to Citg residents by way of five sr.horA districts; Huntington Beach Elementary, Huntington Beach Union High, Ocean View Elementary, Fountain Valley Elementary, and Westminster Elementary. These districts provide 43 elementary schools and five high schools with a combined estimated average daily attendance of 45,777. Higher learning is available at Golden West Community College;, which is located within the City boundaries, California State University -Long Beach, California State University -Fullerton, and Cniversity of California - Irvine. Also nerving Huntington Beach's educational needs are three private schools. Shopping is available to residents through 11 neighborhood shopping centers and a regional enclosed shopping mall (Huntington Center), Huntington Beach's accessibility is made easy via an extensive transportation network. Rail facilities via Amtrak is located 10 miles away. Bus services are Page 1 provided by the Orange Co'anty Transit District (OuTD) with linkages to the Los Angeles Metropolitan area. Important to Huntington Beach's transportation system are three major highways, the San Diego Freeway (405), Pacific Coast Highway (1), and Beach boulevard (39). Most major trucking lines serving Los Angeles and Orange County service Huntington Beach. Air passenger and air freight service is available through several airports; John Wayne Airport, Long Beach Airport, and Los Angeles International Airport. Huntington Beach's water supply is provided by the Huntington Beach Water Department. Sewer services are provided by. the Orange County Sanitation District. Natural yas services are provided through the Southern California Gas company and electricity is provided by the Southern California Edison Company. Telephone facilities -are provided through General and' Pacific Telephone companies. According to the Annual Planning Information Report for 1985 published by the Employment DPvelopmPnt Department, nonagricultural wage and salary employment in Orange County grew by 9% in 1984 to 953,000 fcr a net growth of 78,500 in the number of -ohs. A well diversified manufacturing base provided 24% of the wage and salary jobs with dependence on aer.-oHpace contracts greatly decreased fro the level of the late 60`s. Trade accounted for. 25 0 of the wage and salary jobs in Crange (county, the service industry 24 government ).3 and all other non -farm industries 17%, . The agricultural working force totaled 8,700 in 1984 represc:ntirig less that one percent of all -jobs in the county. Huntington Beach has 1,762 acres zoned for planned industry of which approximately 6C acres is currently vacant, new housing costs range from a low of $90,000 to a high of $900,000. Excellent health facilities and services are: available in Huntington Beach. Located within the City are two hospitals with a combined total of 251 beds. There are 193 doctors, 118 dentists, 15 chiropractors, 24 optometrists, 40 medical and dental ]al,nratorieu, ind several convalescent facilities. Recreation is abundant in Huntington Beach. Residents have access to 9 miles of beach, 57 public parks, three golf courses, 72 tennis courts, a marina and many private clubs. Nearby are such facilities as Disneyland, Knott's Berry Farm, the Queen Mary and the Spruce Goose, Anaheim Stadium, and the Los Alamitos Race Track. Page 2 Huntington Beach is a well balanced community with an excellent location with easy access to freeways and airports, clean air, extensive recreation facilities and programs, beautiful beaches, progressive lccal government, numerous retail shopping centers, and a aide variety of employment opportunities. Citizens actively contribute their time and energy generously ;.o maintain and enhance the outstanding living environment of Huntington Beach. In 1982 the City of Huntington beach, in an effort to revitalize its downtown core, established the Main -Pier Redevelopment Project Area. Central to the project- area was the implementation of a village concept: which emphasized the following: The development of mid -density residential projects in the neighborhood surrounding Main Street; The development of neighborhood serving uses in the third and fourth blocks north of Pacific coast Highway; The recognition that regionally oriented retail and entertainment users are viont appropriate along PCV. a;sd north of Pacific Coast [izghway along the .first two blocks of Mairs Street; That su)stantial parking lot development will be ke< uired if retail revi.tali,zation of. the. Main Streelt Commercial core in to truly be Fiorccssfu.1 . Towards L•haL end, the Agency has been aggressively implementing the plan with over a dozen projects built, under construction, or planned. Xi. REQDEST FOR PROPOSALS A. INVITATION TO SUBMIT PROPOSALS Page 3 The Huntington Beach Redevelopment Agency is seeking a developer for a mixed -use project within the Main -Pier Redevelopment Project Area. The Agency seeks a qualified developer who has the ability to secure the commitment of quality retailers for the construction and operation of facilities within this proposed resident and visitor -serving complex. The selected developer must work cooperatively with the Agency in designing and constructing public amenities and developing proposals which are compatible with the city's adopted Redevelopment Plan. C. i The Agency will select and enter into an Exclusive negotiation Agreement with the best qualified developer for the project. The developer selected will be expected to prepare a master plan of the site. Of primary importance in the selection of the developer, will be the overall quality of the development team as evidenced by previous work, financial capability, willingness to work with the Agency in providing options which offer existing property owner participation in the project or other Agency projects. 13. EXISTING PROJECT AREA The Third Block West project area is a full city block bounded by Olive, ,5th, Orange and fronting Main Streit, encompassing approximately 84,000 sf of land. The block is currently 75% owned by the City of Huntington Beach Redevelopment Agency with the remaining three parcels under private ownership. The project area is located within District 95 of the city's Downtown Specific Plan. The proposed project must comply with all design guidelines as outlined and amended in applicable city policy documents. District 15 designated as Mixed -Use; Commercial/office/Residential Land -use District. This District includes the }docks on either side of and including Main Street, and constitutes the oldest commercial area ir. the City. The purpose of this District is to re-establish the area as the Do«ntcwn for the City by creating a more urban .atmosphere, encoz;ragincg relatively higher intensity development viable commercial office and residential uses. Within this district, the Lain Street pier axis is intended to be an active, vital and interesting pedestrian and vehicular way, intersecting with and complementing the visitor -serving commercial area on PCH and the Pier area. Currently the project area is over half utilized by surface parking with the remainder largely occupied by existing commercial uses. C. PROPOSED DEVELOPMENT After careful consideration of the project area by the Redevelopment Agency and its consultants, the Agency proposes the development of a mixed -use project that will serve the downtown residential population, while providing an amenity to the beach visitors. In addition, the project is to provide parking above that required by the development per code, to help mitigate the neighborhood's parking short fall. Page 4 For Third Block West. a high. density mixed -use complex integrating a specialty market, street retail, second level office, 200 space public parking structure, and approximately 28 two-story walk up residential 'units is proposed. A suggested development program, by level follows: Below Grade, at Grade and above Grade: Subterranean parking is proposed. The lowest levels will serve the residential and office population. The proposed f irs L ,floor. contains the fol lowi.ng uses and .characteristics. A minimum 13,000 sf grocery market' located at the northeast corner of the complex 14,000 -sf of street level retail on Main Street from the market to Olive Street. Approximately 110 parking stalls of which about one- third are exposed surface parking., with the remainder in the parking structure. Parking for residential' units above. accond floor program inc Ludes : Approximately 14,000 sf of office space fronting Madn street.. Approximately 28 residential walk-up units organized around. a central courtyard. Parking provided within the parking structure. Third .floor program: The third floor plan comprises the upper floor of each residential unit. An alternative development program will be accepted. D. AGENCY COMMITMENTS The Redevelopment Agency is prepared to facilitate the implementation of the project through the following actions: 1. Provide for the coordination of property owner parti.cipation discussions as appropriate to facilitate project implementation efforts. Page 5 2. Continue with the acquisition of land within the project area subject to the availability of Agency funds. 3. Pursue all actions necessary to assemble land as required and needed for specific site development. These actions will be subject to the provision of acquisition funds by developer. 4. Provide tenant and business relocation advisory assistance as required by law and Agency policy guidelines. 5. Assist site development efforts by providing economic assistance if shown to be required. E. SUBMITTAL AND SELECTION SCIIEDULE The Schedule of Events as anticipated in the Request for Proposals process is: Action Agency issues Requests for Proposal. Agency pre -responses meet.ng(to be scheduled). Developer responses due 5:00 P.M., December 19, 19801. Agency's review of proposals. Preliminary interviews and request for any clarifications . of nateria is . Possible presentation(s) to selection committee: and/or Agency committee. Selection of developer and entering into exclusive negotiations. Period of exclusive negotiations begins. Execution of Disposition and Development Agreement between Agency and d eveloLier. III. MARKET INFORMATION Based upon current development trends in Huntington Beach, the Third Block West mixed -use project should enjoy patronage from four distinct market segments: neighborhood residents, City residents, regional residents, and tourists. The characteristics of each of these submarkets is outlined in the following paragraphs. Page 6 A. NEIGQDORDOOD RESIDENTS As described in the appendices (main -Fier Redevelopment Area -Fact Sheets), there are a large number cf developments, recently completed, currently under construction, or planned in the immediate vicinity of the Third Block west project which indicate there is a rapidly expanding pool of potential shoppers in .the Main Street neighborhood. To date, there are over 440 units completed or under construction within two blocks of the Main Street District and an addition additional 1,000 units are in the late or early planning states. In addition to these proximate projects, there has been a large volume of privately sponsored projects, developed within the last three years in the area representing well over 200 (minimum)new condo and apartment Units. The demographic profile of existing neighborhood residenit_c is stlrong. There are an estimated 8,290 , 18,490 , 38,580 , households within a 1, 3, and 5 mile radius respectively. Average income }n 1988 hays been respectively estimated to be 35,500 42,140 , and 47,660. for residents within a 1, 2, and 3 mile radius of Main Street and Pacific. Ccast Highway. Owner occupancy within a 3 mile radius is signif'scant- particularly for a beach community, aL 55.E . Overall, with new condominium projects demanding higher prices, the median family inoorne ha ' L.^cr. rising, and is anticipated to continue to rive. 7'11e table on the following page details the demographic characteristics of existing neighborhood residents. B. CITY RESIDENTS Estimates of beach visitation indicate that close to 20% of the annual 6,000,OOC visits to City beaches are by City residents, with the pier area acting as the "anchor" for this activity. median household income for the ci.ty's approximately 70,000 households is estimated at roughly $3Q,000 and over 30% of the City's households earn income, above $50,000 <<nnually. More than 600 of the City's residents reside in two income households. 1Donnelly Marketing Services Page 7 C. REGIONAL RESIDENTS/DEACH VISITORS The Main Street and Pier areas attract tremendous visitation from Orange, Los Angeles, and San Bernardino County residents. ' Visitation by regional residents, excluding Huntington Beach residents, is over 3,500,000 annually at City beaches. Although this group of users is undoubtedly attracted to the area primarily by virtue of its proximity to the beach, not it's retail offerings, there is no question they contribute significantly to the District's sales, particularly in the quick service food category. D. TOURISTS In the past, the habits of tourists visiting the Main Street area ►were similar to those of Regional residents. however, the completion of the Hilton Hotel in mid-1990 will bring a 'large population of visitors to the Main Street District who were previously under -represented -- upper income tourists and corporate meeting attendants. The new siahmarkPt will undoubtedly contribute significantly to the sales potential in the food, fashion, and gift categories. The 293-room Hilton is just the first phase of the four hotel "Waterfront" project. Total -room count. upon completion of the. Waterfront project will be approximately 1,400. ]V. SUBMISSTON REQ01RrMENTS A. SUMMARY Or SGDMISSION 1ZEQ1JII1l:MEN,r5 - SUMMARY Proposals for Third Block West may include specific elements outlined in Section !V-B. however, alternate development programs will be accepted. The Agency's primary concern is the economic component of each proposal. a. Developer's Qualifications: Attached as Exhibit 1 is the Proposer Qualifications Statement which must be completed by all proposers. b. Financial Package: Each proposal must be accompanied by a package of financial documents, detailed in Section IV-B- Proposal Content. The proposer should be sure to complete attached Exhibits 2 and 4. C. Projects and Reference: Page 8 M e. B. Page 9 Each proposal must include major projects completed by detailed proposer reference financial and retail tenant also he included. Development Schedule: complete list of the proposer. A list, including relationships, must Each proposal must be accompanied by a proposed development schedule for the project. Offer to Negotiate Exclusively: Each proposal must be accompanied by a signed Offer for Zxclusive Negotiation (Exhibit 3) for a 60--day negotiating period, which will begin when final developer selection has been completed. PROPOSAL CONTENT 1. Developer(s) Experience The developer's previous relevant project experience for a single project of this size (including joint venture partners); photographs, a brief description of projects (date, location, concept land. uses, size, architectural features, design of off site improvements, construction costs, role of development entity, ctc.). Include also experience in development and opera :ion of joint public/private partnerships, and time schedules from the last three projects. 2. Developer-'s Financial Qualifications A Statement of the developer's qualifications and an audited financial statement must be submitted. Submittals should include information, as outlined in the Developers Statement of Qualifications and Financial Responsibility. Ten copies of Qualification fcrms are required. in addition, proposers should describe their abil2.ty to raise equity/debt dollars, including currant relationships with major lenders, and their ability to provide for ongoing operation and maintenance of project. 3. Organizational and Management Approach Organizational and management approach, and role of each development partner and major consultant in the implementation of the �i development. Identi.fi.cation and role of key individuals in the developnent team, (architects, engineers, project manager, and ethers), who would be involved in the implementation, including their background experience. 4. Project Development - Description and Physical Planning A written analysis of the Agency'n plan shall be submitted. Based on the developer's analysis, an implementation program including phasing and timing for the total project shall he submitted. 5. Owner Participation The Huntington Beach Redevelopment Agency has adopted owner participation guidelines for the Main -Pier Redevelopment Project Area. A written statement as to how the developer intends to approach owner participation in the project's implementation is required. 6. Economic Feasibility/City - Project A major objective of the City/Redevelopment Agency, in terms of the project, relates to its long-term economic hcnef_it to the city. In order to provide for the long -term - viability of the project:, in terms of both m•anicipa]. services for the -project as well as net project benefit to the total community, the generation of significant annual project revenue is critical to the city. In view of this, revenue projections in 1989 dollars must be included as a part of the submittal. 7. Economic Feasibility/Developer - Project A financial pro forma shall be included as a part of the proposal and include the following elements: 1. Project rents for each use and project total. 2 Projected sale price for each residential unit. 3. Proposed net rentable rate. 4. Estimated market capitalization rate. 5. Estimated value of improvements, including fixtures and equipment. Pagc 10 A written statement shall be included expressed in dollars per net square foot, as to the projected reuse purchase price, based upon individual project components. Any further obligation or• conditions imposed upon the agency in terms of assembling the property must be stated by the developer in writing. 8. Estimates for Operating Expenses Xn additional measure to did in comparison of proposals is the expected rate of return on the project a2nd comparable rates of return received for similar projects. In addition, a cencraiized construction pro forma shall be providejd including estimates on the following: I. Cost per square foot and total cost to build. 2. Cost of tenant improvements including fixtures and equipment. 3. Architectural, engineering, and other)?rr- development costs. 4. Other construction related fee: carrying costs, tees, financing, grading, etc. 5. Economic Benefits Provide an overview of the cconoinic benefit(s) of other projecLu to the c:.tics in which they were built, including an overview of the 1. Total annual sales tax generated on a per square footbasis. 2. Before and after property valuation of last five projects. 3. Total number of new permanent and part- time jobs created as a result of the last five (5) projects. 10. Offer to Negotiate Exclusively All offers to Negotiate Exclusively must be in writing and in a form substantially the same as the form of the Offer to Negotiate Exclusively included as Exhibit 4. The offer should be on developer business letterhead and provide one original and one copy, each executed. Page 11 11. miscellaneous Information Any additional information that the developer wished to submit may be attached in the form of an appendix. Statements should be complete, but be as brief a, possible. Written and telephone inquiries should be directed to Paul Cook, City of Huntington Beach, 215 1/2 Main Street, Huntington Beach, California 92648, (714) 536-5575. C. SELECTION PROCEDURE All, submitted proposals are to be submitted to the Agency office attention of Paul Cook, City of Huntington Bead-h, 215 1/2 Main Street, Huntington. Beach, California 92648. An Agency Staff: Review Committee will then review all submittals received for the project. After completion of this review the following activities will be initiated: 1. A summary of all developer proposals will be transmitted by Agency staff to Agency members along with a recommenced list of developev , to be interviewed by the Agency. 2. Agency members will review documents submitted by each of the developers, including the staff recamomended list of developers- to be interviewed by the Agency. 3. The Agency will interview and select a single development entity with which to negotiate exclusively for a period of 60 days. 4. A mafater Disposition and Development Agreement will be negotiated between the Agency and the developer during the period of exclusive negotiations. This agreement will be subject tc approval by the Huntington Beach Redevelopment Agency. The developer will design and construct the project in conformance with the Disposition and Development Agreements, and the design for development. Page 12 D. SELECTION CRITERIA Cach proposal will be evaluated based on the developer's response to each element specifically outlined under the proposal content section of this document. E. RIGHT TO REJECT The Agency reserves the right to reject any and all offers at its sole and absolute discretion and to waive any immaterial defect or informality in any proposal or proposal procedure. Proposers..should understand that the Agency reserves the right to consider all factors, not only Qronomir.s, in its selection. of a developer. Page 13 EXGIBIT 1 Third Block West Project Main -Pier Redevelopment Project Area Huntington Beach Redevelopment Agency Developer's Statement of Qualifications and Financial Responsibility Must Provide the Following Information: (For Confidential Office use of the Agency) 1. a. Name of Developer b. Address and ZIP code of Developer C. Phone and FAX numbers of Developer 2. Is the Developer a subsidiary of, or affiliated with, any other corporation(s) or firms? If yes, list each such corporation or firm by name and address, specify its relationship to the developer, and identify the officers and directors or trustees common to the Developer and such other corporation or firm. 3. a. The financial condition of the Developer, as of December 31, 1988, or later, is as reflected in the attached financial statement. (NOTE: Attach to this statement: an audited certified financial statement or a reviewed financial st:ntement from a Certified Public Accountant showing the assets and the liabilities, including contingent liabilities, fully itemized. in accordance with accepted acnount.i ng standards and based on a proper audit. If the date of the Certified firancial statement prccedos tree date of th:Ls submission by more than six months, also attach an interim balance sheet no more that 3 months old). b. Name and address of auditor or public accountant who performed the audit on which said financial statement is based. 4. If funds for the developer of the project are to be obtained from sources other than Developer's own funds, a statement of the Developer's plans for financing the acquisition and development of the land is required. 5. Sourced and amount of cash available to Developer to meet" ecuj.ty requirements of the proposed undertaking: a. In bank(s): Name Address Z ip Code, Bank Acct # Amount $ Exhibit. ] gage 2 loans from affiliated or associated corporations or firms: b. By Name Address Source Zip Code Amount $ C. By sales of readily saleable assets: Mortgages Description Market Value $ Mortgage or Liens $ 6. Names and -addresses of bank references: Name Address • Zip 7. 11as :he Developer or (if any) the parent corporation or any subsidiary or affiliated corporation of the Developer's officers or principal :members, shareholders c;-- investo.:n, or other interested parties, been adjudged ban)crupt, ei.the r voluntary ar involuntary, within the past la years: Yes No If yes, give date, place., and under what name. 9. a. Undertakings, comparable to the proposed redevelopment project, which have been completed by the Developer or any of the principals of the Developer, including identification and brief description of each project and date of completion. b. If the Developer or any of the principals of the Developer has ever been an employee its a supervisory capacity for construction contractor or builder on undertakings comparable to the proposed redevelopment work, name of such employee, name and address of employer, title of position, and brief description of work. a. If the Developer or a parent corporation, a subsidiary, an affiliate, or a principal of the Developer is to participate in the development of the land as a construction contractor or builder. a. Name and address of such contractor or builder: Exhibit 1 Page 3 h. Has such contractor or builder within the last 10 years ever failed to qualify as a responsible bid3er, refused to enter into a contract after. an award has been made, or failed to complete a construction or redevelopment contract? Yes No If yes, give date, place, and under what name. C. Total amount of construction or development work performed by such contractor or builder during the last three years: d. Construction contracts or developments now being performed by such contractor, or builder: Identification Contract or Development Location Date to be Completed Amount$ e. Outstanding contract bids of such contractor or builder: Awarding Agency Amount $ Date Opened___ 1.0. Brief statement. wit -It respect to equipment, experience, financial capacity, and other resources available to such contractor or builder for the performance of the work involved in the redevelopment of the land, specifying particularly the qualifications of the personnel, the nature of the equipment, and the general experience of the contractor. 11. Does any member of the developer's corporation/partnership have any known relationship in connection with purchasing and implementing the project with any member of the governing body of the Agency to which the accompanying bid or proposal is being made, or to any officer or employee -of the Local Public Agency who exercises any functions or responsibilities in connection with the carrying out of the project under which the land covered by the Developer's proposal is being made available: Yes No If yes, explain. 12. Statements and other evidence of the Developer"'s qualifications and financial responsibility (other than the financial statement referred to in Item 3a) are attached hereto and hereby made a part hereof as follows. EXUIBIT 2 FINANCIAL INFORMATION RELEASE AUTHORIZATION ion your letterhead) Contact Person Financial Institution Address Dea r (Firm Name) has submitted a proposal to the City of Huntington Beach Redevelopment Agency to enter into negotiations for the purpose of developing a 84,000 sf parcel for a mixed -use commercial project in downtown Huntington Beach. As part of the screening process, the Agency may need to contact you about our banking relationship. I (We) authorize you to provide the Agency's or their consultants with the information they require, with the understanding that all information provided will be kept confidential to the. extent permitted by law. Very truly yours, WI EXUTBIT 3 CERTIFICATION OF CORRECTNESS OF STATEMENT OF FINANCIAL CAPABILITY I (We) , certify that this Confidential "Statement of Financial Capability" and. the attached evidence of the Developer's financial responsibility, including financial statements, are true and correct to the best of my (our) knowledge and belief. Date Signature Title Address Date :signature Title Address If the developer is a corporation, this-Statcment should be signed by the president and secretary of the corporation; if an individual, by Ruch individual; if a partnership, by one of the general partners; if an entity not having a president or secretary, by one of its chief officers having knowledge of the financial status and qualifications of the developer. pol 1.21-9 EXUIBIT 4 offer to Negotiate Exclusively Each developer interested in will submit, in.writing to th Agency, an Offer to Negotiate development of the project or available, requesting that th the developer for a period no form and content shall be use Exclusively. Text of Developer's Offer Date: developing the downtown core project e Huntington Beach Redevelopment Exclx:sively for the purchase and major portions thereof, as may be e Agency negotiate exclusively with t to exceed 60 days. The following d for the Offer to Negotiate Mr. Paul Cook Executive Director City of Huntington Beach/Huntington Beach Redevelopment Agency 2000 Main Street Huntington Beach, California 92648 Dear The undersigned developer hereby submits to the Huntington Beach Redevelopment Agency an Offer to Negotiate Exclusively for a period of 60 days .for the acquisition and development of that area in the Main -Pier Redevelopment Project Area, known as the "Third Block West". We request that: the Agency ncgotiate exclusively with us for a 60--day perio3 during which time we gill seek to complete an agreement for the developnr-!nt of those portions of the project as identified on the-att-ached exhibit (to be prepared by the developer). It is understood that negotiations may be extended beyond the 60- clay period at the option of the Agency. During negotiations, the terms and conditions of the developer's land acquisition of the property be it; purchase, lease, lease with an option to purchase, or some cther mechanism, will be finalized. In addition, the conditions covenants, and restrictions will be considered and the Disposition and Development Agreement will be prepared. A non --refundable deposit of $50,000 will be required prior to the commencement of the exclusive right to negotiate period. We understand that the nature and type of development is subject to the approval of the Redevelopment Agency, and that we will be required to make full disclosure to the Agency of our principals, officers, stockholders, partners, etc., and all other pertinent information concerning the developer and our associates. The developer connected with the development shall be subject to the approval of the Agency, as well as the methods of financing to be used in purchasing and developing the (Project Name). Lxriioit 4 page 2 it is recognized tYTat the Agency reserves the right at any time, either before or after the offers are submitted, to request additional information from the developers. Adequate time to obtain and submit such additional matters wild be provided by the Agency. The Offer to Negotiate Exclusively is subject to the approval of the Agency. The Agency 'shall not be liable for any real estate commission or brokerage fees which may arise here£rom. I hereby submit this Offer to Negotiate Exclusively on behalf of: By Company Name Title Date This Offer to Negotiate Exclusively is hereby accepted as of the day of 1999, subject to the terms and conditions stated above. HUNTINGTON BEACH REDEVELOPMENT. AGENCY By Paul Cook City Administrator/Executive Director KeyserMarstonAssociatesinc. Richard L. Botti 500 South Grand Avenue, Suite 1480 Calvin E. Hollis, 11 Los Angeles, California 90071 213/622-8095 Fax 213/622-5204 SAN DIEGO 619/942-0330 Heinz A. Schilling SAN FRANCISCO 415/398-3050 Timothy C. Kelly A. Jerry Keyser Kate Earle Funk Robert J. NVetmore Michael Conlon Denise E. Conley M E M O R A N D U M TO: Mr. Paul Cook, Executive Director Huntington Beach Redevelopment Agency FROM: KEYSER MARSTON ASSOCIATES, INC. SUBJECT: Third Block West - Developer Proposals DATE: February 1, 1990 In accordance with your request, Keyser Marston Associates, Inc. (KMA) has reviewed the -three proposals submitted for the develop- ment of Third Block West. Included in the review is a -summary of the proposed scope of development for each project, and an estimate of the net public revenues that will be generated. BACKGROUND The Huntington Beach Redevelopment Agency currently owns ap- proximately 75% of the block bounded by Olive, 5th, Orange and Main Street. This block, known as Third Block West, is a site that has been designated for mixed -use development. To this end, in October of .19891 the Agency issued a Request For Proposals to prospective developers soliciting mixed -use development programs. ANALYSIS KMA reviewed the four developer proposals to reach a preliminary understanding of the public financial implications associated with each proposal. Included ,in the review, are property tax, sales tax, land sale proceeds arid'project participation revenue projec- tions. While KMA reviewed the public revenue projections provided in the developer proposals, for. consistency's sake, it was assumed that the assessed value per square foot and sales productivity levels for similar uses would not vary significantly between projects. Based on data gathered from existing projects and projects currently under construction in the downtown Huntington Beach area, KMA prepared preliminary projections of the public revenues to be generated by each project. Real Estate Predevelopment & Evaluation Services 1.0 Page 2 The anticipated property tax revenue to be generated by the "for sale" residential units was based on average sales values of $200 per square foot. The values for the commercial and residential rental components were projected based on the project's net operat- ing income, capitalized at the rate applied to similar projects in the marketplace. It was assumed that retail space would achieve an average rental rate of $1.50 per square foot, and that office space rents would equal $1.00 per square foot. These rents are triple net, with net operating income equal to 92% of gross revenues. it was assumed that the residential rental units would achieve a rental rate of $1.05 per square foot, and that operating expenses would total 30% of these revenues. To determine the anticipated value of the completed retail/office components, KMA capitalized the net operating income at 9.5%. To estimate the rental residen- tial value, the net operating income was capitalized at an 8.5% rate. These capitalization rates are conservative so as to reflect the values currently being ascribed by the orange County Assessor for similar projects. To project the anticipated sales tax revenues to be generated by the proposed developments, KMA used the same sales productivity es- timates for all three proposals. The shop space was assumed to achieve average taxable sales volumes of $150 per square foot and food court sales were projected at $300 per square foot. Total grocery store sales were estimated at $400 per square foot, but only approximately 45% of these sales are taxable. Thus, taxable grocery store sales were estimated at $180 per square foot. The present values of the property tax and sales tax income streams were estimated by inflating the revenues annually by 2% and 5%, respectively, for a 30 year period. These revenue streams were then discounted back to present value at 8%, the assumed public in- vestment rate. The final component of public revenue projection is the land purchase price or participation offer proposed by the developers. 1n order to estimate the net public revenue or cost, the assumed site assemblage cost of $80.00 per square foot and any other sub- sidy requested by the developer were subtracted from the revenues identified. previously. Also, 'the cost of the 200 requested public parking spaces was subtracted at a:cost of $10,000 per space. Newcomb & Tillotson The mixed -use development proposal -by Newcomb & Tillotson consists of 40 condominium units, 26,881'square feet of retail and food court space, and 8,780 square feet of office space. The retail component primarily fronts Main Street in three two-story build- ings. The residential component fronts 5th Street and has four levels, with the first level consisting of parking for the units. Ke}serNlarstonAssociatesInc. Page 3 Parking for the retail/office development and the public is provided in two levels of underground parking over the entire site. As can be seen in Table 1, it is estimated that this development would produce approximately $206,000 of sales tax and property tax revenues annually. This equates to a present value of $3.10 mil- lion. When the estimated present value of these income streams is combined with the 'developer land offer of $4.62 million, we arrive at total public revenues generated by the proposal of $7.72 mil- lion. Subtracting the total public costs of $8.72 million from the anticipated revenues leaves net public cost of $1.0 million. l&e astrier The mixed -use proposal from Le Plastrier consists of 147 senior F citizen rental units, 43,140 feet of retail space, and 40,000 square feet of office space. The Le Plastrier development scheme is not portrayed clearly in the proposal, but it appears to consist t of a four story structure covering the entire block., Retail, of- fice and parking uses make up the first two levels of the project, and the senior citizen units are located on the third and fourth levels. As.shown on.Table 2, it is estimated that this project would gener- ate $298,000 annually in sales and property tax revenues, with a present value of $4.44 million. These revenues are materially higher than the revenues projected to be generated by the Newcomb/ Tillotson proposal because the Le Plastrier project is sig- nificantly more dense with more retail/commercial space and residential units. The approximate present value of the property tax and sales tax income streams, plus the Le Plastrier land offer of $2.36 million, results in total estimated public revenues of $6.80 million. To calculate the net Agency revenues, the Agency costs must be subtracted. In addition to the land assemblage cost of $6.72 million, the developer has requested a waiver of fees and off -site assistance equal to $158,000.' Also, the Le Plastrier proposal assumes that the Agency will provide parking for the en- tire development, 742 spaces. When the Agency's parking cost is added to the above expenses, the total public cost is $14.3 mil- lion, and the net public cost is $7.49 million. Howard -Platt The Howard-Platz - Group has' proposed a development with 23,000 square feet of retail shops and market space, and 88 apartment units. As shown on Table! 3, it is estimated that the proposed project would generate approximately $161,000 of sales tax and property tax revenues annually. This equates to a present value of $2.4 mil- Ke=rMarstonAssociateslnc. Page 4 lion. When the present value of these income streams is combined with the land offer of $750,000, we arrive at total public revenues generated by the Howard-Platz proposal of $3.15 million. When to- tal public costs $8.72 million are subtracted, the net public cost is $5.57 million. Halcyon &_Koll The Halcyon & Koll proposal is different from the three previously discussed in that Halcyon is proposing to be a project manager for the City, rather than a developer. Halcyon proposes to manage a mixed -use development, for fee income and a small participation. The City and Koller would be required to contribute their land and be equity partners. The proposed development would consist of 56 condominium units, 29,000 square feet of retail space and 14,000 square feet of office space. No elevations were provided, but in general it is envisioned that the retail space would be at ground level along Main, with office above, while the condominiums would be in a 3-story NUN shaped building constructed over parking. As shown on Table 4, it is estimated that the proposed Halcyon proposal would generate $249,000 in sales and property tax an- nually, with a present value of $3.66 million. Halcyon has of- fered no land payment. Rather, the proposal offers the City par- ticipation income equal to approximately 68% of project income, after deducting the cost of providing public parking. Based upon this formula, Halcyon has estimated the present value of the Agency participation to be $1.9 million. It should be noted, however, that the estimate of participation is based upon the Halcyon projections. Based on a cursory review of these projections, it appears that this estimate is somewhat aggressive. That fact not- withstanding, when the participation payment projection provided by Halcyon is added to the estimated property and sales tax revenues, the project is estimated to generate $5.56 million in public revenues. The cost to the Agency of site assemblage is less under the Hal- cyon proposal than the others, because the Koller property does not need to be acquired; Koller is assumed to be an equity partner. Assuming site assemblage costs of $80.00 per square foot over 75% of the site, the public land acquisition cost would be $5.04 mil- lion. When the total public costs are subtracted from the es- timated revenues, there are net revenues of $522,000. However, it should be noted that the Agency does not receive any guaranteed payments under this proposal. The total land compensation comes from participation income, which 'is highly speculative in nature. While, it is possible the Agency could realize more participation income than currently estimated, there is also the possibility that no participation income would be realized. Halcyon states that if the Agency is averse to this type of a partnership they would like eyrMarstonAssociateslnc. y Page 5 to propose as developers. However, no land offer was explicitly made, and thus Halcyon cannot be evaluated as a developer at this time. The: preliminary projections of the public revenues to be generated by each of the proposals can be summarized as follows: Newcomb/ Le Howard/ Halcyon/ Tillotson Plastrier Platz Koll Sales Tax Property Tax Land Sales Proceeds/Participation Total Public Revenues (Less) Agency Costs Land Acquisition Public Parking Net Public Rev. (Cost) $1,008,000 $1,312,000 $ 723,000 $ 913,000 2,091,000 31130,000 11681,000 2,747,000 4,620,000 2,363,000 7501000 11902,000 $7,719,000 $6,805,000 $3,154,000 $5,562,000 $6,720,000. $6,878,000* $6,720,000 $5,040,000 2,000,000 7,420,000 2,000,000 -0- ($1,001,000) ($7,493,000) ($5,566,000) $ 522,000 *Includes off -site assistance requested by the developer. 90025.HTB 14066.0019 Kexse rMarstonAssociatesI . TABL= 1 • ESTIMAIED PUBLIC REVENUE/(COSTS) THIRI BLOCK VEST HUNTINGTON BEACH, CALIFORNIA F DEVE.OPER ti N£VCCHE 6 TILLOTSON EST. TAX EST. TOT EST. SF SALES SF TAX SALES SALES TAX ESTIMATED SALES TAX REVENUE SHCP SPACE 10,280 $150.00 $1,542,000 S15,000 SPECIALTY MARKET 9,801 $180.00 S1,764,180 S18,000 FOCD COU27 6,800 $300.00 S2,040,000 $20,000 ESTIMATED ANNUAL SALES TAX S53,000 ESTIMATED PRESENT VALUE OF SALES TAX INCOME STREAM 51,008,000 ASSESSED VALUE ESTIMATED PROPERTY TAX REVENUE ....... RESIDENTIAL UNITS 40 UNITS 2 S200.00 PER SF 1.200 / AVG SF UNIT $9,600,000 RETAIL SPACE 26,881 SF $445,149 NOI 2 9.50% CAP $4,685,000 OFFICE SPACE 8,870 SF $97,925 Not 2 9.50% CAP $1,031,000 TOTAL ASSESSED VALUE S15,317,000 TOTAL ESTIMATED PROPERTY TAX 5153,000 ESTIMATED PRESENT VALUE OF PROPERTY TAX INCOME STREAM $2,091,000 LAYC OFFER $4,000 SF 1 S55.00 /SF $4,620,000 PRESENT VALUE OF TOTAL PUBLIC REVENUES S7,719,000 ESTIMATED PUBLIC COSTS SITE ASSEMBLAGE 84,000 SF 2 S80.00 /SF S6,720,000 WAIVER OF FEES N.A. OFFSITE ASSISTANCE N.A. COST OF PUBLIC PARKING 200 SPACES $10,000 /SPACE 2,000,000 TOTAL PUBLIC COSTS S3,720,000 NET PUBLIC REVENUE/(COST) (S1,001,000) SOURCE: KEYSER MARSTON ASSOCIATES, INC. JANUARY, 1990 TABLE:BLK3 DC 4 t TABLE 2 ESTIMATED PUBLIC REVENUE/(COSTS) THIRD BLOCK WEST HUNTINGTON BEACH, CALIFORNIA DEVE_OPER i ESTIMATED SALES TAX REVENUE LE PLASTRIER EST. TAX EST. TOT EST. SF Cl) SALES SF TAX SALES SALES TAX SNCP SPACE 28,Sr,0 S150.00 S4,320,000 S43,000 SPECIALTY MARKET 14,340 S180.00 $2,531,200 $26,000 FCCO COURT ESTIMATED ANNUAL SALES TAX $69.000 ESTIMATED PRESENT VALUE OF SALES TAX INCOME STREAM 91,312,000 ESTIMATED PROPERTY TAX REVENUE RES:DENTIAL UNITS 97,500 SF S659,950 NO1 8 RETAIL SPACE 43,140 SF S714,398 NOI 2 OFFICE SPACE 40,000 SF 5441,600 1401 8 TOTAL ASSESSED VALUE TOTAL ESTIMATED PROPERTY TAX ESTIMATES PRESENT VALUE OF PROPERTY TAX INCOME STREAM LANC OFFER PRESENT VALUE OF TOTAL PUBLIC REVENLES ESTIMATED PUBLIC COSTS SITE ASSEMBLAGE WAIVER OF FEES OFFSITE ASSISTANCE COST OF PUBLIC PARKING (2) TOTAL PUBLIC COSTS NET PJBLIC REVENUE/(COST) ASSESSED VALUE 8.00% CAP S10,749,000 9.50% CAP 37,520,000 9.50% CAP 56,648,000 $22,917,000 $229,000 $3,130.000 84,000 SF 2 S28.13 /SF $2,363,000 S6,805,000 84,000 SF 2 S80.00 /SF S6,720,CCO 158,000 "742 SPACES SIO,000 /SPACE 7,420,000 S14,298,000 • (S7,493,C00) (1) SPLIT IN RETAIL SPACE ESTIMATED BY XMA. NO SPLIT WAS PROVIDED. (2) ASSUTAES AGENCY IS REOUIREO TO BUILD ALL PROJECT PARKING. SOURCE: KEYSER MARSTON ASSOCIATES, INC. :- - JANUARY, 1990 TABLE:BLK3 DC r t M i TABLE 3 ESTIMATED PUBLIC REVENUE/(COSTS) THIRD BLCCK WEST HUNTINGTCN BEACH, CALIFORNIA DEVELOPER HOUARD - PLATZ EST. TAX EST. TOT EST. Sf (1) SALES SF TAX SALES SALES TAX ESTIMATED SALES TAX REVENUE SHOP SPACE 11,500 S150.00 S1,725,000 $17,000 SPECIALTY MARKET 11,500 $180.00 $2,070,000 $21,000 FOOD COURT ESTIMATED ANNUAL SALES TAX S38,000 ESTIMATED PRESENT VALUE OF SALES TAX INCOME STREAM S723,000 ASSESSED VALUE ESTIMATED PRCP£RTY TAX REVENUE ....... RESIDENTIAL UNITS 74,800 SF S659,736 NOi a 8.00% CAP $8,247,000 RETAIL'SPACE 23,000 SF S380,880 NOI a 9.50% CAP $4,009,000 IOTA. ASSESSED VALUE S12,256,000 TOTAL ESTIMATED PROPERTY TAX 4 i....... S123,000 I ESTIMATED PRESENT VALUE Cf PROPERTY TAX INCOME STREAM $1,681,000 LANC OFFER 84,000 SF a S8.93 /SF 5750,000 PRESENT VALUE OF TOTAL PUBLIC REVENUES S30154,000 ESTIMATED PUBLIC COSTS SITE ASSE93LAGE 84,000 SF a S80.00 /SF S6,720,000 1iAViER OF FEES N.A. CFF:ITE ASSISTANCE N.A. COSI OF PUBLIC PARKING (2) ,,200 SPACES S10,000 /SPACE 2,000,000 TOTAL PUBLIC COSTS $8,720,000 NET PUBLIC REVENUE/(COST) ' (550566,000) sas_:ss (1) SPLIT IN RETAIL SPACE ESTIMATED BY KMA. NO SPLIT WAS PROVIDED. (2) ASSUMES 100 PUBLIC SPACES PROVIDED BY DEVELOPER. SOURCE: KEYSER 14ARSTON ASSOCIATES, INC. JANUARY, 1990 TABLE:9LK3 DC �s TABLE 4 ESTIMATED PUBLIC REVENUE/(COSTS) . THIRD BLOCK WEST HUNTINGTON BEACH, CALIFORNIA i DEVELOPER HALCYON d KOLL ...................................... 7............................... EST. TAX EST. TOT. EST. SF SALES SF TAX SALES SALES TAX ESTIMATED SALES TAX REVENUE SHOP SPACE 14,00 S150.00 $2,100,000 $21,000 SPECIALTY HARKET 15,OC4 S180.00 S2,700,000 $27,000 FOOD COURT ESTIMATED ANNUAL SALES TAX $43,000 ESTIMATED PRESENT VALUE OF SALES TAX INCOME STREAM S913,OCO ASSESSED VALUE ESTIMATED PROPERTY TAX REVENUE ....... RESIDENTIAL UNITS 56 UNITS 2 S200.00 PER SF 1,200 /AVG SF UNIT $13,440,000 RETAIL SPACE 29,OOC SF S480,240 NOI 0 9.50% CAP $5,055,000 OFFICE SPACE 14,OOC SF $154,560 N0[ s 9.50% CAP $1,627.COO IOTA. ASSESSED VALUE $20.122.000 4 TOTAL ESTIMATED PROPERTY TAX S201,000 ESTIMATED PRESENT VALUE OF PROPERTY TAX INCOME STREAM $2,747,000 PAZTICIPATION OFFER (1) $1,902,000 PRESENT VALUE OF TOTAL PUBLIC REVENUES $58562,000 ESTIMATED PUBLIC COSTS S17E ASSEMBLAGE 63,000 SF 0 $80.00 /SF $5,040,000 WAIV`.R OF FEES N.A. OFFSETE ASSISTANCE '+ N.A. COST OF PUBLIC PARKING (2) 0 SPACES $10,000 /SPACE 0 TOTAL PUBLIC COSTS s' $50040,000 NET P18LIC REVENUE/(COST) S522,000 :::::a (1) BASED ON HALCYON PRO FORMA. EOUA-ES TO LAND VALUE OF APPROX. $30 PER SF FOR AGENCY OWNED LAND. (2) A.L PUBLIC PARKING COSTS ARE SU8"RACTED FROM AGENCY'S PARTIC:PATION SHARE. SOURCE: YEYSER MARSTON ASSOCIATES, 111t. JANUARY, 1990 TABLE:8LK3 DC AA 0 goo Wi 4:W1 p- IX I I- -u f 71 It .1 HUNTINGTON BEACH THIRD BLOCK WEST REDEVELOPMENT PROJECT 3. ORGANIZATIONAL AND MANAGEMENT APPROACH (continued): Civil Engineer = Property Management = Construction and Management = Traffic Engineering Environmental Toxic = Soils Engineering = Church Engineering, Inc. Irvine, California / See Exhibit D LDCo - To Be Nominated LDCo LSA & Associates Irvine, California Schaefer Dixon Associates Santa Ana, California Leroy Crandall & Associates Glendale, California 4. PROJECT DEVELOPMENT - DESCRIPTION AND PHYSICAL PLANNING: After a complete analysis of the Agency's proposed plan per the RFP, and in concurrence with both our discussion with City / Agency personnel and the statement within the RFP that alternate plans would be accepted, LDCo is pleased to submit the following Preliminary conceptual project package for your review and consideration. Although the following pages will visually represent our concept, several highlights and comments prior to your review are appropriate. A) An analysis of the Agency's prospective plan shows that there is a tremendous amount of under -utilization of the site. B) In the City's open pre -submittal meeting and in other meetings we have had with City / Agency personnel, we have been strongly encouraged to present our analysis of site utilization. tl HUNTINGTON BEACH THIRD BLOCK WEST REDEVELOPMENT PROJECT 4. PROJECT DEVELOPMENT - DESCRIPTION AND PHYSICAL PLANNING: (Continued:) C) Several key highlights of our plan are: P2.RKING Extra parking spaces RESIDENTIAL 147 affordable qualifying ambulatory senior citizen rental housing units RETAIL/ COMMERCIAL - An excellent integrated street level experience D) RE - PARKING: We have accommodated up to 750 +/- parking spaces which is far in excess of our needs together with the City's initial requirement of 200 extra spaces. This has been done because this block offers an excellent opportunity to create extra one -location municipal parking in the downtown core area to support other potential projects. This would be inherently less disruptive than would be multiple municipal parking structures. E) RE - RESIDENTIAL: The residential component is designed specifically for ambulatory senior citizens (i.e. 55 or older). This brings a very desirable people element to the downtown core area and also qualifies as/for affordable housing. This, of course, is an important basic concept in the course of redevelopment, both politically favorable and eminently responsible. Further there already exits a substantial amount of set -aside funding corning out of the Main -Pier redevelopment area targeted for this use. F) RE - RETAIL / COMERCIAL: The retail component comprises a local grocery store and other residential serving retail/commercial enterprises. Anticipated uses could be such services as: pharmacy, laundronat, dry cleaner, insurance, escrow, medical, orthodontist, s&l, hairdresser, barber, shoe repair, restaurant, news stand, flower -shop, travel agency ... etc. The success of this component is obviously not reliant upon visitor serving needs. Rather, it is specifically targeted towards the increasing service element required for the expanding residential segment of the main -pier core downtown area. RZTAJLCOMMUC1AL 123MCIMAL lARIDiO ROnMUL ROSE lTr c2w-w. RAT*XM VVIEX"!" own YR dl^ 9. A^-M4d e-�fMk"LA LOmuz-.% M9. AllEA ZVOMMIA 7rACUUOD MS?ACU AYOAAlA alum ouI 7 nn nn 85.900 62.200 40,54D4 n 3 1170.000 40,000 3 OOJ 75% 5 2� 130,000 97,500 16,000 75 14 663 ;OiAls, ur aau n�Tw r ROSTOrAL BOSS I MT cac%rC ",*-a I 91-1%"FA CRCAA I<er C"tffL RAMG.,W I A.YT k"u I A'QIJ" I A\q A"A ORMARlAI PACr37VADI{ II "SPAM II} �l AS'OARFA a96,2nr1 118,80a 83,140 14,154 70. �21,5C0 i30,400 97,500 35,(100 75x i6,5ao 147 663 247,400 732 17;; PROJECT DATA ND FOAL!! OAAIOM WRAVOMAOY71A1 PM1e?d eARuaAO.cAu.tF�w..ar. rM bl.,w, Al 77TIRD BLOCK "T-Tr HwMrd Back CaGrorr! •AFT RWMW LA Marlrler Development Comimny, Inc. DP.Cr.%MFA 1k teM a M W a i 1 � Y•1 i2 L a.w<• rvud Ilt;'Clfs! rr� ti k+ 1 may{ {� r^N -+w:+r-r��ifac Le•:+ .•-sly,^•�`..' !*t']'��'. NOVIts 4ilL:"it'1! � ■I�--a awl, Y, ■.i. A v law- r ii �- .■ ra .� •■arf rM• 1. taaauaa■■■m-__ i ■• . L �r arfr■»aaa■.p■arrrr■a■ra Iur.uuu..ral. �ir.'a�Y>P � :°i.a.:.a •-.u■uur■ouuu..■■ - ��`~ - �•.^" �:.} :'iC•.-�:s.-"'i5�+a.._ airs-�c:tr.� �---�---. .,,_..�«.� .�...r a�...r �.:-•r:.t ` �• ,f.k: � t .a•a�z�•;it.i...�:dL��t�' i•3tiL: 2-•�ira 'ti"i4'Crr W:�i ►'ita...••• C ;. i��7l•J�:l'�. a'� �..,d i. _�i •.s" y�'y2C{•- �! I .a." ��Y Y^'' l�jf 11.E -:f `: • IY•f ~:tom z HUNTINGTON BEACH THIRD BLOC{ WEST REDEVELOPMENT PROJECT 6. ECONOMIC FEASIBILITY / CITY -- PROJECT: Rather than address this section in hard dollar figures at this time, we have chosen instead to outline common goals and benefits we believe can be achieved by LDCo and the City working together. Long-term economic benefits to the City: Provides a self-contained project that meets the needs of the aging citizens. Creates affordable housing close to beach, retail shopping and commercial. Provides site for extra municipal parking to support retail growth and tourism in downtown area. Provides a population base to support the project's retail and commercial elements. Provides traffic mitigation effect. - Requires no extraordinary municipal services to/for the LDCo project. Net Project benefit to the total community: Generation of sales tax revenue from retail activities. - Responsible placement of an affordable housing element within the community which is politically popular and community supported. Residential element would not create a burden to school system. HUNTINGTON BEACH THIRD BLOCK WEST REDEVELOPMENT PROJECT 7. ECONOMIC FEASIBILITY / DEVELOPER - PROJECT: This projection assumes that the parking element / structure would be financed, owned and maintained by the City. Project Sq.Ft. Units / SF/MO. / UNIT/MO. ANNUAL RENT $ Rents Apts 97,500 Retail 43,140 Commercial 40,000 180,640 Less 5% Vacancy 147 $1. 06 $ 700 $ 1,234,800 55.3% $1.00 $ 517,680 23.2% $1.00 $ 480,000 21.5% $ 2,232,480 100.0% Expenses for Apartments $0.30 Expenses for Conmercial NET NET OPERATING INCOME (111,624) ------------ $ 2,120,856 $ 200 (352, 800) NET -0- ------------ $ 1,768,056 Projected sale price for each residential unit: - Not applicable - Rental Project Proposed Net Rentable Rate: - See Above Estimated Market Capitalization Rate: - 8.5% $20,800,659 Estimated value of improvements, including fixtures and equipment: - See Above Further obligations or conditions imposed upon the Agency in terms of assembling the property: - Contribution of Agency/City land. Reduced fees. No school fees. Subsidation of off -sites. Potential acquisition assistance. -- OTHER: Per RFP HUNTINGTON BEACH THIRD BLOCK WEST REDEVELOPMENT PROJECT 8. ESTIMATES FOR OPERATING EXPENSES: Expected operating expenses: See Above (7.) Expected rate of return on the project: 8.9% $19,935,980 Generalized Pro -forma: See Above PROJECT COSTS: - Cost per square foot and total cost to build: - Cost of tenant improvements including fixtures and equipment: - Architectural, engineering, and other pre -development costs: - Other construction related fees carrying costs, fees, financing, grading, etc.: BUILDING COSTS PER SF % OF COSTS TOTAL PER UNIT Architectural, Engineering $ 5.00 5.1% $ 903,200 Developer Fees $ 4.00 4.1% $ 722,560 Other Soft Costs $24.00 24.7% $ 4,335,360 Hard Costs Apartments $52.00 28.9% $ 5,070,000 $ 34,490 Commercial $55.00 26.0% $ 4,572,700 Tenant Imp. & Leasing Com. $15.00 7.1% $ 1,247,100 Contingency $ 4.00 4.1% $ 722,560 -------------------------------------------- Total Costs Before Land 100.0% $17,573,480 Assumed valuation of Land (87,500sf) $26.89 $ 2,362,500 TOTAL PROJECT COST $19,935,980 Value of Project @ 8.51 cap rate: $20,800,659 Total Profit if sold at completion on 8.5% cap rate: $ 864,679 Pro -forma as a percentage of total costs - 10.0% Project valuation cap rate - 8.5% HUNTINGTON BEACH THIRD BLOCK WEST REDEVELOPMENT PROJECT 9. ECONOMIC BENEFITS: Total annual sales tax generated on a per square foot basis: Not applicable. No current data immediately available to generate these figures. Before and after property valuation of last five (5) projects: Not applicable. The last five (5) projects were residential. Total number of new permanent and part-time jobs created as a result of the last five (5) projects. Not applicable at this time due to nature, type and location of last five (5) projects. ALL OF THE ABOVE IS INTENDED TO BE DISCUSSED IN THE DEVELOPER RFP / ENA SHORT LIST SELECTION INTERVIEW. >S 1 ..0 .y � , : G�y� ; r' ,,1 'f v- }' { ,� 1-r 7i . "� �.� 1' � r�,� f•- r �''lt .ya •1�'�� f + -• vj�Z!' t rl1 �:,1-�t III P .� I li }• rP 4� �i'1^ h , l c a• 1 :S t 4 t t r i i 1. u.r irt :1t f rr S - - - S ) t i 'r -� '' r- T / - •ir 1� ��-��� hf ! � ��•1r3i� yyi :fEJ 7'� , �} � • 'r-.7.;-. :`�" i 77 r--�k.. it-'i y-■i -A_ I .f �. i. ry , �-. , '-■ , r� ' !, r`.E _-�� � . {'�,.. t• • rt r � -, jjlj',1 �<•* .'_'S 1t ,>~ 1' 1 t, i� w ,._ .} +tom .�.:s .. y-� i '� 1 .E r 1; "a 1, `.'. 1 �-R �. ', ♦ ,'f) 1'�r ••� i �.�..1 f t .1 - r r . .. 1''i. �. tt 1 ': i�".i r' 1,� w.. ' t- �� i I 1, - �'r: - Fr �` Z-^•,i' '^:r � P • :'rS '� ° i_.: _1"i`.t I. ,tom - { y - � 4 .r, , e• � 7�r•...,L�� .j -.1' ^�,�f .'I} .. ,' -� -•� � 7 �.�1�-� f t t �1 1 >. r i r tt `i �, '.f T:-I ^:!t-ijt - dnt a-. �y y a-.1 �'. } 1 � 1 � rt l..r )fr w „ 1'.i I • S.Y. '' ■ f,i � �Y'r LL `7 � '1f �f � :, k `` /i �� 1 t � y-� _r. _i � �`}•�',- �• ��1 is -4- 1 ki.} , jr;,'! ; :'4. i �• r ;.'ram r f . ♦ � * �� - - � 1 . L' . ..y �• .ti .-� ip ,- . IT ~�..:�..}.-v.� :•rsrr�•-= - -sip _rs�•- r • AWOf t !: •_.�;�=' � .:•-e.-_�.-+�_ :�� ±.: ��i^-'�_--- _�t'=Y-i4�-�1=r--_T'`�'��'-��'1L"Zs�r-..r�� �+ �{ e ' E,�... :. � �� "- ��`��'• � �%�' �ijk `�� •• .� • ter. �'' 3 `•�} •, /trig►1�f3aIWO�a��1_^.���Nif iri���� T ��►t�t�tit �tf.11�n�� f ' 'r WITT: - 10. Aerial View Third Block West a BHA__-- Newcomb/Tillotson Stockior)/HideyAs.�o(iatv DeveloOment Main Street Y 5th Street - ---- Summary Street level j n �j �f � Dlarket 9,600 S.F. Retail 9,050 S.F. Second level Re,tim,al 2 Bedroom 3 leveh 2 & 3 16 Parkmg Street Level level - I 79 187 Food Catrt 6,OtX7 St, Ie"I 4 - �3 LexPL-1—___142 Commerdat �.4.9.4_4.L Total 5o Total 458 Cars ka.i 11. 25n S.I P.nl,ey; (>..trdxn.n (m of HB X) Wvlr>t.r 125 W! 4% Plan Third Block West H Stockton / kidey ��a� Block West z ' FoodCourt � � � Z.. Commercial 6 000 $ F 5,000 S.F. yI ' � ' ':sad a i •; g �'"" - z' q 3600 S.F �' 4 Ou aCd+l�'llinftl�' �r - h� LTOP Second Level Plan �t,aet."[ 4rsldrnuni ' U1,11, IN Newcomb/Tillotson Stockton / Hidey Associates Third level Plan fourth Level Plan, R-0 I Similar - , ti-f nun 0'., Third Level/ Roof Plan Third Block Stockton / Ffidey West -1 Third NO& West ? T i � � ,� II I I 1 i 1 i( i r -SH Stockton /Hidey Parking Level -1 70,000 S.V 187 C.. Block West �i :r Parking Level -2 L :: ��J !.y 70,0005.1. 192 Cars --SHE Stockton/Hidey Associates i Project Development GENERAL INFORMATION Based on our experience working in Southern California and in the City, we propose minor amendments to the Agency's original plan for Phase Three. We propose a slight increase in the number of residential units, from 28 to 40 and adding a second story to the market along with additional parking. The residential increase is necessary because the commercial, office and market space in the project will take some time to become financially successful. The residential portion, however, will afford immediate profit, which would offset the holding time required to make the other'elements of the project financially reliable. That plan would reduce the amount of money or financial assistance the builders might need to recline from the Redevelopment District to make this a financially feasible project. While the developersare aware that segments of the public oppose any density increases, Phase Three needs additional residential areas to support the additional commercial developments. Ideally, the work force attracted to the commercial aspects will live in the included residential units, cutting traffic and harmful automobile emissions. The .12 extra units proposed for Phase Three would .in. no way. harm the project, yet would greatly increase the City's incremental annual tax income. A second story on the market would add approximately 6,300 square feet, which the developers propose as a food service area on the Main Street side. A veranda overlooking the street would provide diners a fascinating view of the city. We will have two levels of underground parking, plus additional parking. Further details about parking are shown in the proposed plans and renderings. Once the builders and City reach a development agreement, John Tillotson and John Newcomb estimate six to eight months to process the necessary permits. Construction will start within 30 to 60 days after permits are issued. The builders estimate an 18-month construction schedule. On that timeline, Phase Three would be certified for occupancy in July 1992; assuming a selection date of January 30, 1990. — 161 — Project Development DEVELOPMENT SCHEDULE Assuming a selection date of January 30, 1990. Newcomb and Tillotson project a development :schedule as follows: 60 Days — Negotiate with CIty 45 Days — Document and finalize agreement: Pre -application engineering and architecture 180 Days — Take project through City planning process: Prepare final construction plans: 60 Days — Construction plans through City plan check: Record final tract map 30 Days — Construction permits and start construction 540 Days — Construction period to Certificate of Occupancy } Completion — July 1992. 0 —162— H StocktonlH i dey ,Associates THIRD BLOCK WEST The project, Third Block West, site3 at a key location within the Main -Pier Redevelopment Project Areal will serve as an important transition from the Town Square residential project to'the commercial uses presently under development to the south. The elements of the proposed project are: 9,050 Sr Street retail 9r600 Sr Specialty market 6,000 SF Food court 8,600 SF Second story professional office 50 Units Residential 200 Spaces public parking 133 Spaces retail/office parking 125 Spaces residential parking The design divides the site at grade with the north -south vehicle access serving pedestrian drop off, delivery access to the retail and commercial uses and parking on and below grade. The Main Street frontage is dedicated to the specialty, retail and office functions while the 5th Street frontage to the residential. Vehicle access is restricted to Orange and Olive streets avoiding a -pedestrian - auto conflict on heavily traveled Main street and maintaining the character of a residential street on 5th street. The eastern porticn of the site frontage -on Main Street consiata of two story structures. The building at the corner of Main and orange houses a first floor specialty market with a skylighted central court open to the second story food court above. The building at the corner of Main and Olives bisected by the diagonal arcade is to house the retail on the ground floor with office space above. To encourage the patron to enter into the interior elements, two wide arcades penetrate the Main Street frontage, one at the corner of Main and Olive and a second from Main. Both pedestrian "streets" lead to the central court. The circular court created by.the building forms, arbor and tower. ' The -western porticn of the -site along 5th Street is to be three levels of residential units on the second, third, and fourth floors. All units will have open vistas either toward -the existing residential neighborhood or the interior courtyard. The residences to the west consist of 50 units each with -two bedrooms and -two baths. The living areas will be approximately 1100 to 1200 square feet each. All ' residences will receive daylight in a minimum of two StocktanlHldey Associates Architecture & Mannino 5 Corporate F3rk Ome. #270. Inane, CA 92711 7efthone (714) 553.9235 exposures and have private open spa^e. The units will be acoustically isolated to meet or exceed prevailing requirements. The architectural style is contemporary Mediterranean. The primary exterior building materials are smooth plaster of a light pastel shad: and clay roof tiles. Extensive detailing in plaster moldings, precast concrete, glazed tile, large beams and wrought iron will be provided. Attention to detail will be emphasized in the design of paving, windows, balconies, and railings. Careful design consideration has been carried through to the development of the project in an intimate human scale to•serve as a destination and "sense of place" for the residents and guests of Huntington Beach. Vcr 14 •Qg 15;55 PAGE.03 �..1 1�J Economic Feasibility — City As earlier mentioned in this proposal. John Tillotson and John Newcomb plan slight amendments to Phase Three to increase its economic feasibilty to the City and builders. The developers estimate the project value as follows: Forty condominums (Average sale $175,000) ..................$ 7,000.000 Office space, 8.780 square feet .......................................$ 1,639,282 Retail, including market ..................................................$ 7,543.918 Total project value..........................................................$16.183.200 Assuming the City will realize 1 percent of the appraised value through annual residential property tax, the annual property tax would be approximately $70,000. Estimate sales taxes are: Market sales ($436 per square foot, estimate 40 percent of the sales are taxable) would annually return to the city .....$ 5,252 Retail sales ($115 per square foot multiplied by 1 percent returned to the city. $115 x 10.280 square feet = $1.182,200 in gross sales.) Annual return to city..................$11,822 Food court sales ($140 per square foot, 1 percent returned to city. 6,800 square feet x $140 = $235.000) Annual return to city.............................................................$ 2.352 Using those estimates. John Tillotson and John Newcomb's proposal would return to the city annually $89.426 in sales and property taxes. — I 72 -- Economic Feasibility — Developer GENERAL INFORMATION In addition to the enclosed estimates, we can expect an average of $25 per square foot for leasehold improvements once the market, retail and office is completed. On a total of 26,881 square feet in the market and retail, plus 8.870 square feet of office space, the leasehold improvements would equal $882,775. —173— Economic Feasibility — DeveIoper AUUN STREET MIXED USE PROFORMA REWL AND M&EKET SPACE........................................................26.881 Square Feet Scheduled Gross Rent ($2.25): $725,787 Less: Vacancy (5 percent) (36.289) Effective Gross Income: $689.498 Less: Expenses (48.265) (5 percent Management. 2 percent Replacement) Net Operating Income Capitalization rate 8'/2 percent $641.233 at .085 = $7.543.918 $641,233 OFFICE SPACE..............................................................................8.870 Square Feet Schedules! Gross Rent ($1.80) $189.648 Less: Vacancy (5 percent) (9.482) Effective Gross Income $180.166 Expenses Cleaning: ($.059 x 8.780) Repair: ($1.10 x 8.780) Utilities: ($1.13 x 8,780) Management: ($.60 x 8.7801 Fixed Expenses: ($1.23 x 8.870) Total Expenses: Net Operating Income Capitalization rate 81/2 percent $139,339 at .085 = $1.639.282 C0NDOM1t!1L1y[a 40 units - Average sales price S175.000. Value PROJECT VALUE Total Value J —174— $ (40.827) $139,339 $7.000,000 $7.543.918 1,639.282 7,000.000 $16,183,200 k',, �.j Estimate for Operating Expenses Based on their extensive experience, John Newcomb and John Tillotson estimate construction and operating expenses as: COSTS Land, at $55 per square foot .................................................. $4.620.000 Development and excavation....................................................... 600.000 Garage: $ 4.500 per space (243 spaces) ...................................... 1,093,500 Construction, 83,600 square feet at $44.................................. 3,678,400 Tenant Improvements. $25 x 20.090 square feet ......................... 502,250 Landscape...................................................................................250.000 Field Overhead............................................................................ 480,000 Midlines: Construction Loan: Fees (wldocumentation) ....................... $185.000 Interest (11 1/2 percent - 24 mos.)......... 1,339.750 SUBTOTAL ................................ $1.524,750 Sales and Marketing .................................. 450.000 Lease Lip and Commission ........................ 350.000 Developer/Construction Fee ...................... 300,000 Legal, Title and Taxes ................................ 240.000 TOTAL M[DLINE COSTS ......................................... $2,80'4.750 $14.088.900 (3 percent Contingency)...............................................422.667 TOTAL.................................................................................. $14,511,567 PROJECTED PROFIT MARQiN — 9 percent CITY PARKING (not included in above costs) 200 spaces x 4,500................................................................... $900,000 Contractors's Fee (10 percent) .................................................. :..... 90.000 City's cost..............................:.................................................. $990.000 —175— THE-HOWARD-PLATZ GROUP PROJECT DEVELOPMENT in preparing this proposal, we have reviewed the Agency's plan for the Third Block West. We understand the Agency's objectives for retail and residential uses on the site as well as the desire for additional parking. We do,not perceive the office market in this location as particularly strong,' -and so, have elected to eliminate commercial office from our concept. The drawings which accompany this proposal depict our concept for the site. The key elements in our proposed design are: J 23,000 sf. of Retail and Market space 88 Apartment.Units 74 one bedroom 14 two bedroom J382 car parking structure While the design concepts are preliminary in nature, we feel they address the site conditions and relate well to surrounding devel-opments. Our proposed development includes 100 parking spaces in addition to that which is required by code to accommodate the site. These spaces are intended for public use. If it is desirable for the City to have more spaces available for public use, they could be added to the project for a cost of approximately $13,000 per car. Another alternative which could be explored to provide additional public parking would be to increase the residential density on the site. The project could support additional parking spaces with a higher density than is currently proposed. As an example, in Fullerton we are nearing completion of a similar project known as Wilshire Promenade. That project has a residential density of 70 units per acre. At the Agency's request, we would be happy to develop this idea further. our proposal for real estate acquisition in this scheme is that the Redevelopment Agency assist the developer in the property acquisition such that the developer's total cost for property acquisition is $750,000. We encourage participation by property owners in the development process. The nature of the proposed development would lend itself to an equity participation by any interested property owners. It is our intent to develop the project in a single phase. Full Spectrum RC41 Estate Investment and Dcvelopment 400 North Brand Boulevard (Glendale, CA 912031(8I8) 240-0400 18318 Teller AvenuelSuite 14911mine, CA 927151(714) 851-3900 5TH STREET SITE ILLUSTRATIVE THIRD BLOCK WEST HUNTINGTON BEACH THE HOWARD-PLATZ GROUP 171AN'90 1'211 TABULATION W a WSITE: AREA 1.93 AC Q GROCERY '13,000 SF. RETAIL 10,000 SF. Z PUBLIC PARKING 197 SPACES Q HOUSING 88 UNITS (46 DU/A) O- I NRM I11 UNITS 8- 2 RRM 8 UNITS V9, TOWNIIOMES b UNITS 71 PARKING SUMMARY GROUND LEVEL "73 SPACES LEVEL "1 225.SPACES LEVEL -2 132 SPAIES TOTAL 492 SPACES 2. RISIORMTIAL RCOR ji1ClATLAA VINWL%AR ill` ►RCIALRLTAIL D J P A C I F I C ]q� I L Wit THIRD BLOCK WEST HUNTINGTON HFACII TRR 11I)WARMPLATZ OROUT s f CL {VkIAil' ?AICULATIM + ►roatTRIAM Blom PACIFIC COAST HIGHWAY V URBAN AGRAM •' A 5THSTREET a� n I I I I I i � � I I I � I I I I I I j I I I I � I I j I I I I � I THIRD BLOCK WEST I HUNTINGTON BEACH THE HOWARD-PLATZ GROUP 1 ]IAN9(1 em OLIVE AVE. Vk .LALATT a ILAT FLAT ILAt ILwT A W. ARIA /ILwI 'A STN ST. ITow. FLAT MAIM n RLTAIL MAIM 3T. oAPLrRo urRL _ �y,e.,�y •1u.RL as _rwrl IL AT FIAT ILA7 /LAT ILAT ■LAT ►LAI /LAT /MI /lwT lLAT lLAT ILAT o lLAT FLAT /LA[ rLAfEn- KAr d IVR wYR FLAT TMc FLAT Iur FLAT PLAT .LT.... GweRT CA oRGURP LRvlL A •a LL.LL AI?i1A— AE3� THIRD BLOCK WEST IIUNTINGTON REACH THE WYWARMPLATZ ORnUP SECTION A SECTION B SITE SECTIONS C: THE HowARDTLArz GROUP pEVELOMNT CH�EDII_LE The following milestone listing of proposed dates is, of course, subject to the review and acceptance 'of the Huntington Beach Redevelopment Agency. The dates listed are achievable by The Howard Platz Group. ' Development Team Selection February 15, 1990 Preliminary Design March 1, 1990 City Approvals March 15, 1990 Schematic Design April 15, 1990 City Approvals May 1, 1990 Design Development July 1, 1990 City Approvals August 1, 1990 Construction Documents October 15, 1990 Building Permits November 30, 1990 Start of Construction January 15, 1991 Substantial Completions February 1, 1992 Occupancy March 1, 1992 Full Spectrum Real Estate Investment and Development 400 North Brand Boulevard Vendale, CA 91203 018) 240-0400 788I8 Teller AvenuelSuile 1401Irvine, CA 927151(714) 85I-3900 '..f.-.. .. •-t � ��.y _f.- .en.•. ^r-- ._ --'T r'--, .r-�.�3�. .-r..�_•.,.�.,,. w.r+.�� �+-�-r•-.�-.e--.••�--tr-•..max-w:�_ I THE HOWARD-PLATZ GROUP ECONOMICAL FEASIBILITY The benefits to the City of Huntington Beach from our proposed development are numerous. This development would provide the desired revitilization of this block by providing, high quality, -- affordable housing in a desirable location. Retail uses such as a market will service not only this development but neighboring blocks as well. This developments relieves some of the parking within the redevelopment area, not only by providing adequate parking for it's uses, but also supplying a surplus of parking _ spaces. Economically, this project contributes to the City in two ways. Incremental Property Tax per year $150,000 Sales Tax from Retail Uses per year 100,000 Total annual economic benefit $250,000 Full Spectrttm Real Estate Investment and Development 400 North Brand Boulevard/Glendale, CA 97203 /(818) 240-0400 18818 Teller Avenue)Suite 14011mine, CA 927151(714) 851-3900 SENT BY:ROLLAM CONSTR XTORS : 2- 7-W 1128PM OLSS482596i 714 Sao eC 7;u 2 k inland Onstruclorf ,1,1Lrrv.fFaurl,..r February 7, 1990 CITY OF HUNTMGTON BEACH Redevelopment Agency 215 1/2 Main St. H-intington Bench, CA 92648 Attn: Susan Evans Ras Third Block West Dear Susan, Thank you for taking the time to meet with us last Friday. He • cantinue to be very enthusinatic about this project. As was suggested in the meeting, we have locked at sevaral alter- natives to our proposed development and have completed economic proformas for them. We are sending three alternatives to the base proposal we previously submitted. They are: 1. 71 condominium units in the mama configuration as the 68 apartments. 2. 67 condominiums units, only three stories in the center section. ]. 82 apartment units, only three stories in the cantor section. Any of these alternatives look like they would be workable for us and we remain flexible in ways to structure the land acquisition, city parking and agency participation. Please call if you need further clarifications. Sincaralv, Arthur D. Cas for Tut HOWARD PIATZ GROUP fi1e:e:\wa4\9e2-7 1i:A.Rwl.uvrrwtnfisp.,�N%+LdrrriU.f!nw�Glrr��i.Cr1,;rviu91j:,; NaN•Sa�•-:rr ias�HGA;N-t�+t]ScxS T11E IiCWAO•P1Af2 CRa1► Ol•►eo-9C 5"CES Art A►KItATIOMi OF A=11 12:51 M AWMTI%OTOM UACM • ALT 1 S/eq ft lid 737,000 7.67 offaltu:Ile o.yeloptwr,e o o.00 Direct Omits Landscaping 0 0.00 Parking structure 5,025.000 11.33 Str►cturst Sne11 0 0.00 tow InWro au,tm 4a0,000 4.7C Ott►er Direct Onalte 3,740.000 36.24 Tout Direct Onalts ............. 9,223.000 .......... 94.33 Indirect Architecture R IMin Bring 650,000 4.63 Devsl"wre Overfuad L ►a 730.000 7.67 Fees 8 psrslts 320,000 3.27 Couwal tanditiorn 0 0.00 6"ral Contractors Foe 0 0.00 Laalr'/Satsa A Narkattro 610,000 6.60 Other Indirect 75,000 0.77 Total Indirect ............. 2,241,000 .......... 22.96 Maw Interest Amorvs 1,526,go 15.61 loon Fees 139.417 1.63 Preferred Return 0 O.00 Other Finance C 0.00 Total Finance 1,666,036 17.24 Contingsrry 762,OW 7.67 TOTAL APPL1CATIOld OF F=1 14,636,016 1A9.86 Capital Injection S00.000 3.11 city Contribution 2,500,000 to Arvnrcu 0 0.00 %0I During tame-W 0 0.00 Construction Lean 11,W.036 119.18 TOTAL S"CEN Of FUNDS tL,a4,036 149.66 Return on Total Coma n/4 loan-to•values n/a low, -to -Total CWT: We Debt Service Coverage tperaerant tan)1 Na IRtr Total Appticatlone of Fhrdt 1<.6d6,036 14i.A6 lams 009 During Operation 0 0.00 Total Cast ............. .......... 14,656,036 147.86 .....ram... Salon Pries: 21,11M.1 00 gross Profits 7,203.%4 Oros& Profit Margins 49.151 ►C R� • .. THE 1r0iAW-PUtTZ P" C7-Fob-90 A KWTIIMS U-M rm AXTIVdTW UACN - ALT I COWS rRbtE`T TM: Gondn.lni�wr/ttrtall Los" latoes RKatt i.Z3 Yiill Sate pats$ lotafl 10 month• frae completion of comiructfon codminivs 10 mo*hs frm cogdetlon of eflnatruotlon gate ►rfcst Retell i.00Y W Canlorinfum SZ00 per of iWen footspeia7t • Ertift Z3.m r4mt btr cadminha 74.W wtebte 71 units Total 4mro /octala 97. 'E..O' lortlrp 41b Spaces Cometosforr gets: 3.001 Of Indus S.m f trance testa: interest gate 10.30x Caxtruttlan 0.0m Ptmwlent Lem Fees 1.502 tonrtmCtfon 0.00x Srekareso TtE 1t>b-PtAl2 l»Jr emsT■x"Ou CJSO PLOY it] INGTOI1 SEAU - ALT 1 T ` F2WECTED »»»sss»»> »>s»>►s»»r»>»»rss»s»»>s»»s»r»►rss»» srar»s»srs»>s»>»►►rq»�>►f►»s»>m*»s»ssm>►s»n»>a�r»»» s�» >►»»s»>ss>»s».+ + +> © ...Budget--- --- I�1-_-- -__ Doc-" _._ Jrr91 r.._felr9lr _. _wr-91_ _. �91- ___ Npr91- ___.aur•91_ _w-Jul 91_ .. A.M. . _._.-91 �41 ... ... Oct�41- --. ■av-91..._ OW-91� -_. Jrrg2. SOL* Es OF CAM CopItat tn)ectfan (s00,000) a 0 0 0 0 a a 0 f • 0 0 0 0 City CmtrlhRlon (2,500.O0o) 0 0 0 11 0 0 • 0 0 0 0 0 0 0 ■ C as 0 0 0 0 f 0 p • 0 • • R Q 0 0 Deferred Preferred Red" 0 0 0 0 • 0 0 • 0 0 • 0 0 O 0 Net Operatled Ineam 0 0 0 0 ewer f e.■r�er.rwe 0 e�.wrre O 0 a O ! 0 0 0 errrrrw�� Q ..�� • �.....� 10TAL S"CES 07 Wil _...... _.................'.-..._._._._.........._............_...................._...._.........».-.._...............--........----........_...«.......---_.........._............_....._....__ ��e (3.OW.000) �...r_ 0 r.■+_. 0 0 0 0 w...+r� 0 wr■■err. 0 wr■a� 0 rrr.■..■..............w f 0 a Q a _......_..._.__.. a "K1[ATtd1s Or us■ Land 750,000 750,000 0 0 0 0 a 0 0 0 0 ■ 0 0 0 0 OttelwslteDowIxi.art 0 0 0 0 0 0 0 a o 0 0 a o 0 0 0 Direct 0nalte t arehtirjO ro 0 0 O 0 0 0 0 0 0 ! 0 ■ 0 0 0 Q parting Sfrtztw* S,025,0D0 O a3T,S00 837,SOD a37.300 "?.50o a3T,500 d37,sa0 a a 0 • 0 0 a ' structnrat 5hett o 0 o D 0 f D ! Q • 00 a D a o Twunt lEProwrents A". goo 0 • 0 0 f 0 f 76,667 76,667 76,667 76,667 76.667 76,667 0 Dow Direct amite 3.740,000 0 311,667 3T1,66T 311,66T 311.66T 311.66T 311.667 311,fi67 311,667 311,667 311.66T 311.667 311,667 0 - )nerrect Arc*itetture A FMIn erin■ 650,000 0 216,66T 216.667 216,66T e a 0 Q a a p 0 0 a 0 Dowtepers Ow M" ■ fee 750,D00 • 62.5m 6z,s0o 62,300 62.500 62.500 62.500 62,500 62,s0a 62,5oa 62.500 62.5% 4Z.500 0 a pure a Pvmlte 3Th,Ow 0 320,000 0 0 a a ! a ! 0 0 0 a 0 0 Guars l CoWl t leas 0 0 p a 0 f a 0 0 0 0 0 O 0 0 0 Ger+eral (orrtraeters fee LaeelnO/tales 4 nurteting 0 0D,000 O 0 ! a 0 f 0 0 a 1 O 0 0 56.250 6 56.250 0 %.250 0 56.250 a 56,ZS0 0 56,2s0 D 56,250 0 56.250 0 0 ether tndfreet 75,000 0 6,250 4.250 6.2Stf 6,250 4.250 6,2SO 6,250 6,256 61250 6,250 6,250 6.250 4 0 fin■noa [Merest Reserve 1.526,620 0 a a 1f,?% 23,90a 35,512 46.a2s 5a,930 64,4" T0,067 75,734 al. "a 87.192 92,993 94,?99 Lern Ices ib9,417 0 151,41T • 0 a 0 0 0 D f • • 0 0 0 Ere4errzd R*ture • 0 0 f a a 0 • • D ■ f • 0 0 0 other fln-" 6 O O a 0 a 0 ! 0 0 0 f 0 O 0 Q tantlnOt.tey )50,000 a 67,500 62.500 62,500 62,500 62.'1DD ".Soo 62,5DO 62.500 62,500 42.uo 62.500 62,300 0 0 TOTAL opp car10r= Of coif e.we�ww ■ w.■�e,r 14,656,9% • 750,D0a ■■■.ee■.rr � >. r,rrwu■r 1,976.S00 1.497.003 1,SD7,790, eierer_■■ ■�■e■■■ r.�.rwrr■ r�w■■ew 1.304.316 1.315,7N 1.36s,492 er�.rrr 474.764 640,516 rwwrM■wrr 60,971 ■.yw■!.■■ er.rwreer 45t,ST7 4s?.274 ee.wn....r 663,025 rrwwwrre 149.m wr.rrr. 94.279 ever. (surpltw)/DsfItfoxy (2,250,000) 1.976.500 1.49T.M3 1.S07.790 1.Ia4.3/6 1,315,7?4 1,3al.492 634.T64 640,31a 645.971 651.5n 457.274 663.025 149,243 94.299 tMM RAtAWr (11,750.9001 12Ts,500) 1.223,583 2.731.373 4.41M. l9 5,331.414 6,734.910 7.369.674 e,009,M s,6ss,9u 9.Sa7.46S 9,%44.7s9 18.62f.7a4 t0.777,R27 10.071.V6 l IRE alAWAPD-PtATI 62MV 07-feb-40 CC>K1RWIION MR 1L01► IMI PM #Un111G10t1 IMUN - MY 1 r1rlfll0i »> Y»►> 7»»» f.»►»>!1»>►»»»►1►►»!>.ss_e»y►iiism!!>t»H>►►»> s s Y»»>» si»»i»> fi»»»f»f»»>} !C)� Feb-W .... --..... err-92 ---....... Apr-92 ----------- % -r. ..... _.... JUM-92 ........... h!L-92 .....�.........------ Ilcq-V2 11e¢92 ----------- resat■ ----- -••-- 9"CEt OF CAsil — Capital. Injection D a 0 Q 0 Q e 0 CSOO,T?001 City Contribution 0 a 0 Q 0 0 Q a (2,500,000) lib AdoWX*o O 0 R e 0 0 R O 0 Deferred fteferrd Metre 0 0 / a 0 0 e 0 0 WWI 0peretinr grace 0 a 0 0 er.r...rr>e 0 0 0 0 0 TOTAL tWt+C" Of CASE wwwwww 0 ww.wwr a >r.w�e e 1 ew.ew.�e R ww�^� O >.�.w-w i .�.w►�rw O (7,000,o00) APPLICATIONS 00 CAS1 Lord 0 / 0 1 0 0 0 O 750,CW Cflalle/lilte 4erelapwnt 0 0 0 Q e 0 6 0 e Direct melts trwacepip 0 i 0 0 0 0 e 0 0 ►erkirp ftnttwev 0 / 0 Q 6 0 / 0 S.C25,000 stru~ot Shati 0 i 0 0 0 0 0 4 0 1 rmm twpmvcsents !s 0 0 10 0 0 i D 444.04 other Direct omit& 0 0 0 0 0 0 / 0 3.740,Oo0 lydirett Architecture i IPrlrrerin0 o e 0 o i 0 e 0 wo.0o0 Developers &.whmd i Fee 0 0 0 0 0 Q e 0 750.oaa fees i Peralts 0 0 0 0 0 0 i 0 326,0f4 Cer►ere l Ca mfi t f err 0 0 0 0 0 0 9 0 0 iarervl Cwtrecters Tee 0 0 0 0 0 0 e 0 0 Leegirw5eies 6 wwketlro 0 0 0 0 0 0 R e 4",ota other` Irdim 0 0 0 0 0 0 e 0 75,000 Fi►wce Interest Rewrve 4S,t24 95,9S6 96,796 97,643 9e.497 99,359 T00,229 101,106 1,SM,620 Leven lees 0 0 O 0 0 O e 0 1",A1f Preferred Renrn 0 0 0 0 0 0 1 R 0 tit her F i nerves 0 0 0 0 0 0 i 0 0 co vt Inom y D 0 0 0 0 0 e • 750.000 ramv. Wa r ■wr.wr.......r...w 10TAi AM milaK Df coo 93,724 9S,9S6 7; 96,7% 97.643 ",497. 991"y9 Too,,. 101,104 14.6%.OM C"h (sarPlue)m0flelrey vs.124 95,956 9d,796 97,643 ".497 99,3i9 1"'m 101.104 MW SAt"CE T0,9".43R 11,062,400 II,t59,2W 11,256,a+i t1,35i,34t 11,454,702 10.554.971 11,656,976 11,6%,036 TIK IIGLI M-PI ATZ COM Or•iets-90 1.taul MOR "WEMOK 12:51 PM MAITIN470M KAU - AO I IIT1tW5 E371PATO SALES FR:C! Retell 6,900,0m Cando�lM+as 1c,9d0,000 Total latiwted tales price 21,660,OM Lose: locrw and twlesI&%s i,DY3,= teee saluxs 111636,CU fsturn of taphsl SMAM 641srred Tro+arred Return 0 MET ULEt /et10EECS 6,610.964 AILocAtla Of WFITS 6anerel tartrar 100.= 6,6101%4 Limited ►ertrnr O.M 0 9 TN[ n01MA0•FLATZ CA" C7•Fe0.9C IMC93 AMD AMICATIOMI Of IyV2 1242 ►M 1UMTZ14TCO MCA - ALT 2 NTVFX06 ' s/aq f t Land n3,0oo .......... $.of - arr.tt.�lta Oaralws.rt o 0.00 Direct Crafts Lardsespinv O O,Or - Parting Structure 4,9401000 33.00 ftruetLral tMlt 0 0.00 Tenant laprorammts 4d0,COc 1.02 Other Direct drafts 31529.30C 37.71 Tots 01rect arm lta •• l,f49.390 ......... 4i.62 - Irrdtract r ArtAltattwe I lrrinaarins 653,00C 6.9% Oawtopara Overhow 1 fee 752,0OC 1.01 loss i pualta 320,D00 3.42 "rant Cwwftlwa O O.00 Darrel Cmtreetore Foe 0 0.00 Lssalrri/eslos 11 Narkatirg 453,000 4.51 Misr Indirect 7S,000 0.60 Totd indirect ............. 2.145,000 .......... 23.90 - Firrrxe lntarat Aoserva 1,464,1F3 15.96 Lori lose 154,964 1.66 ' • Praforrod suture 0 0.00 Other llnsnce 0 6.00 . Total Flnance 1,639,137 •• 17.31• Canttreoncy 753,D00 1.01 • TOTAL MPLIGrICw# Or I=$ 14133'31637 1111.15 Capltsl injection FOC,000 5..0 City Contribution 2,50t~,OC4 IPC A&wvm 0 0.00 ' Not oarfrr0 Lewa-up 0 0.00 Carrtrrrtion L■■n 11,333,637 121.10 TOTAL M AlC[I Of RMS 14,iIs.637 133.13 . 24twn an Totst Costs We LoorMe-Valuer . We `. Low -to -Total Coast Ma ' Debt larvtct Coverage (por+anent laan)t Iva IRIS Tatsl Applications of lush 14,333,W7 133.13 Lout not DwIrV Operatlom 0 O.00 ' Total Cat ............. 14.317,07 ■saaaaa■■■a .....---- 133.13 $aloe lrlcat 21,01B,ow Cress Profits i,404,7t3 Cross Profit Karlin; 46.63% tRt? RawR�•run iROl,9 or•F.a-vo Asf1JMT)CMi 12:32 ►� "TIMIM Ma • I,LT I RTC PROJECT TTPV Cwdortnl%= - bd.eed benstrVA suit Loa" Mast RetalL ZJS RRr Rats Oates Ratan 10 manthe fron "Lotion of mmstm atfan CandnrWums 10 ImOs from completion of construction LLs Price - Wait 9.= CAP Condoslnlun =200 per of iguore rasta0a(s)e ' Rstell 23,000 rencobto Cor,dosfnlun 70.590 rsntabls E7 units TotsL 11nre rootage ri.590 Parting 430 apron Cowtssfos Rate: 6.W% CPI Wax: 5.00% Ptrw%4 Cats. Interest Rate 10.501 Contraction O.= ►e^rvsnt Lean Pass 1.3CL Constnstlon 0.00% Rrokmrs" VY 1ME ~to-PLATz Cot" CONSTlr1CT1011 CASS FLOW mLOTINOTOII WAC1 - ALT 2 PRMC1Ea>»►»sY>»>»:r»ss>s»>»»»ssss>s>ss»»>►>O>»>s>ra»s»>»»»>s»>»»ss»»>sf»rs»»»ffYY>►►»s7s>»>»»>sm»>s»f»r»ss»>»>s»�»a»>»»»� +>•»s Wte-teen _.. /n ._..., Due-9°....- �- ---.reo-91..__ Isar-91- --- �-91 ......... 91 ----Ju -" ... Ju! 91- -__ A+AR-91- --- sep-91- --. act-91- ---.Nov-91 _.._Dee--91- ........... =MCI S of CASH Cam tst Injection (500.000) 0 1 0 O 0 1 0 0 0 0 0 0 0 0 Cit)r conributlon (Z,5D0.000) 0 a 0 0 / / 0 0 0 0 I 0 0 0 0 F►G Ad -- *a 0 0 0 0 0 0 I a 0 I 0 a 0 O a a Deferred Preferred Robin 0 0 0 0 0 0 1 0 a 1 I e 0 0 0 Not Operating Income 0 0 a 0 0 9 a 0 0 0 1 I 0 nww� ww•.�a arm. w.waa� rwr.wr� rarrara r.r . a fear. arrraaa....er�r 0 / wr.rw 0 ^.,manor 0 re.wa.. 0 T01AL SOLICES OI CAN (3,000,000) a 0 a 0 0 Q 0 e 6 Ar►tllA1IOW5 OF CAN lard 730.000 750,000 9 0 0 a 0 0 0 1 0 0 0 0 O a Offella/site Dowtopeent 0 0 1 0 0 1 e 0 0 1 0 O 0 0 a 0 oirset Cmlla LoVkCapins 0 O 0 0 0 / 0 1 0 e 0 0 0 0 0 O ►•Airy $trwturm 4.%01000 0 L26,667 926,667 M.667 $26.661' E26,667' 1M0667 0 0 0 0 0 0 0 0 Stnxtura4 $halt a 0 0 0 0 0 0 e 0 1 Q 0 0 0 0 0 rw� 1wwA tepehte MA.W0 0 0 0 a a a 1 76,667 76,66T 76,667 T6.66T 76,66T 76,667 a 0 0 Other Direct Orrfta 3,s29,soo 0 294,125 294,125 294.125 -94,125 294.12S 294.12S M.225 294.125 294,125 2%,175 294.175 "4,17S 0 1 Indirect Architecture t ErglneerlIV 650.000 O 276."Ir 216.66T 216,667 a 0 0 0 0 0 0 0 0 0 0 oa.aetapara owrherd L too 750.000 a 62,500 62,500 62,s04 62.sm 62,s00 62.50/ 62,soo 62.300 "Soo f..W. A7.500 62,Sn0 0 a Foes i Parwtts V0.060 0 320.0w 0 a a 0 0 0 0 0 0 a 0 0 D 0 c~sl ewhdit iona 0 0 a 0 0 0 1 0 a a O 0 0 0 0 a General Caitracters Fee Lo+eirwUlas L 11orkolme 0 450.000 0 0 1 / 1 0 a a O a 0 I 0 S6,250 a 56.250 I 56,750 0 56,250 0 56,250 e 56.250. O s6,250 0 S6,250 0 Ocher trdtr it TS.t1O0 1 4.750 6,250 6.250 6,?SO 6,23D 6,250 6,25a 6,250 6,250 &.250 6,ZS0 6.250 0 0 F [.whoa )rwerest Reserve 1,454.153 e 9 0 10,1T1 ",11t 34.269 45,524 57,370 62,7ST 68.191 73,6T3 79.203 04,7E1 92,44T I1,691 Loan two IS4.9E4 0 134.984 0 4 0 1 0 0 0 0 0 a O 0 a 1 0 a Preferred Notsrn 0 0 0 0 0 a 0 0 0 a O 0 0 0 Wer T1nmo 0 0 0 0 a I 0 0 e 0 0 a O O 1 C0*1rowley 75a,a01 0 62,300 62,300 42,500 62.501 62.500 62,504 6t.S00 62,SO0 62.500 62,500 62.5C0 62.507 a O totAL ArrtiCATRWI OF Casa rrra..w.■ r�.aar 14.333.631' Mom w.r.rwrr 1.943,691 awar...r 1,4641T4he rraw.rr 1,4TB,1f79. rrrwaa. aw..a�ar �rawr rrr.r� r..w.rr aawr.r�r 1,27S.153 1,7M.310 1,s5s.114 61s.w 621,1149 626,4ra renewer rw.w.+.r ..�..wo 631.964 437,494 643,072 �r�r 146,657 aww....a... 91,691 Cash (5urplue)/Or4lc1enry (2,250.000) 1,941,693 1,461,7ob 1.M.11 9 1.275.153 1,766.310 1.3SS,116 615.662 6"'C49 626.413 631,9" 63T,494 643.072 1",637 91.691 LD+m BALANCE 42.2)0,000) 4306,30T) 1.16Z.401 2.641.2a0 3,916.431 5,202,744 6,3S6.sS9 7.172,221 7,791,269 6,419,7S2 9,CS%.T1f 9.609,211 10.332.?43 10,478,941 IMM.431 THE IIOWRD-RA1I CMP cwsit=100 GIST ELIM RMII`I0 mac" - AT 2 O7-reb-90 ' 17:�2 M DTDPF�i6 >.r»►>►»►»»s►»►»» »»» s►>►►►r>>» rsq»►s»ssss>srr>»>►ms►►»»» s>»>»»sss»>s»»s►�>sss»»» reb92 .................................. Rar•92 Apr-92 arr92 ----- ...... J+rr?Z ...... r.. Jut-72 ........... ALm-92 ........... eep-97 ........... Total/ IOURC 2 0r trig ............ Capital Injection 0 0 a 0 a 0 a a (S00,000) City Caatrihutran 0 0 0 0 a 0 0 a (2.500,000) RPG AdvRrrse 0 0 0 0 a 0 0 0 a Warred Pr*hrred Aetom e 0 0 0 0 e 0 0 0 not Operating lrd%re 0 wr_� 0 0 0 a p 0 a a TOTAL sale or CAS# e w��.rr-r 0 rr�a��r 0 wrrrwr 0 wr+rrrwrwr �0 a 0 wawa ww�wrr e+�wrr.wr■ 0 0 L3,000,00p) AAPLICAT tOrs Of LASS Lard e 0 a 0 0 0 0 0 750,000 Offrita/site Deveteprmt a 0 e 0 a a ! 0 Direct Oiatlr tardra•apiou 0 0 0 0 ! d 0 0 O Puking Stnrcturs 0 a b 0 0 0 0 0 4,9d0.000 structural shall 0 0 0 o a a 0 0 a Tanent 1epaI'aeents 0 0 0 a 0 a 0 a 460.000 other Direct cmrte 0 0 0 a 0 1f 0 0 3,S29,S00 Indirect Arch(lectrre A EeOlrrrrtrd 0 0 O ! a 0 a 0 dso.cm Owntepra Oiwr% ed i fie a 0 D 0 D 0 0 O 71A.000 race t Pawls a a 0 ! 0 0 0 0 320,000 General Ca+ditiara 0 0 O D ID0 a 0 0 General Contractors fee 0 0 O a 0 0 0 0 0 Leasrnysates & marketing a 0 0 0 0 O a 0 43e,000 Other Irdirecl e 0 O 0 O 0 0 a 73,000 r Inane a Intareet Raaervs 91.493 93,302 04.119 94,942 91.775 96,611 97.454 96.309 1.464.157 Loch f sea e 0 a 0 a 0 0 0 154.954 Preferred Return 0 a a 0 a 0 D 0 0 Other f 4rrrre0 s O a 0 0 D 0 0 0 cart Irwancy e 0 ! 0 a e 0 4 7SO,001) w...r�y r.rrrrww r.rererwr r�rrw� rrrs..wwr rsr.rw r.wrrrrrrr wr.rrw,rr rrr^err MAL APKICAMMI Or Can 92.493 93,3w 94.119 94,942 95,773. 96,611 97.456 ".309 14,333,937 Cash taurpttn)/Oeticiehry 92.493 93,3v 94,119 94,942 95.773 96.411 97,4S6 ".309 LOAW DALAWE 70."S.174 10.756,427 t0,ES0.S4S 10.94S,4m 1I.64I,261 11,13T,Bn 11,235.3211 11.1",637 11.333,637 c SENT BV:FZ(XLk4D�CCrriSTRWTGk'S : 2- 7-93 1:MPM 14 `36 4697;412 ' y TK tt]:i -PLAT; CAMP 07•feL•9O LIWIDATIOA PRUICTICO 12:52 PK NUtTUI M IIAU - A:I 2 ITIPMA ISTI%ATSD SAM PIiCI ifeteii A,PDO,OdQ tondcalnium l�,illr� Total dtiinted Sal" Price 25,O1I,000 Least IKraw and Ceallnlone 1.OS01400 Lean Ietenee 11,1I3,437 Return of Capital 500,00O Oefrrrd Preferred Return 0 MIT s+uq ?*=EDI ............ L131.A43 AL=TIOI Of '::FITS Mrnrat Partner 100.00% I,M,1d3 Limited Partner O.00x 0 w SENT 13" & ROWE-AM CGVSTRUCTORS : s.- 7-d0 l : =5pr1 : 714 536 4597: ii 13 m TMI MGWm•ILATZ OROUP 0T-Ieb•Q� 90UIICIt AND APPLICATIONS OF FUICI 12:2E N NtMT1MaTOM VAU - ALT 3 NTIPFNCT t/a4 It Lard n0,000 8.09 1lfrelwslt. nevet t a a.oa Direct OvIsjts Landtcaatng a 0.03 hrtlfv str>=tu-. s,267,4s4 S6.e2 Itructural i1,olt a a.DO Tonant Isprwamanis 460,000 4.46 Direr 9lrsot Omits 3,27S,4S4 .......... 3t.53 Total Direct "its ............. 14,952,904 96.34 Indirect Whitacture A InpinetrIng 110,D09 7.01 Deralwar, Ovw+@ d A Fee nO,Daa 6.09 Fees i Permits 320.00) 3.43 Oanerel Candltlon 0 0.00 0aneral Centratt6ra Fee a 0.00 1.0"IrWilates i Merketlne N✓f,3t3 4.Sl Outer Indirect Ti.004 0.61 Tatst Inilreet ............. .......... 2,2•.1.lte 23.58 Firtence Interest Reeem 1,3Z7,197 16.32 Lean Fees 266,236 3.17 Preferred ltoturn 0 O.00 Other Fironre 0 0.00 Totat Flrwrce ............. .......... 1,573,432 17.19 Contbl" y 7S3,000 1.09 TOTAL APOLICAT1oKlI OF WS 0,232.706 153.61 Capital Injection SOo,= 5.39 City Contribution 2,307.000 IIP4 Adwneea 0 0.00 Not Durtrw tow*-Uo 50,4C6 6.0 Commmclia+ Lam 1D,650,222 11t." 107AL NMC I OF FWOI ,23v,n B •••]3..b1• Return on Total casts 9.9C% LW•to-Valust 63.06% Laan•te•Tetat Cat& 71An Oebt I*rvtta CmArw (pars*nent loan)& 1.25 IRKS Total Application. of ►tndo 1t,239,= iS7.dt Lew: 30I During Lesse•Up (SV,406) ............. Wu) Total Cat 13.6m.222 .......... 1t7.2S Nall t,331,074 1.0n CAP Rate Yaluas 1A,iaa,t2s Profits 3.23a.2m Profit Maryinl I?.727: TKE tgWllo-run otalP An" IIams tmmincTM KA" - ALT 3 �"� at-fan-90 12:28 PH Mti�fttC7 PROJECT TYPE: A7arts+tl • Reduced OerritT/letalt taara-tap Rates 11tall 39.0C; pre -leaned 10.00% per month themefter eooldentlet 30.0= pre -leased 10.WX pop acnth thereafter Yacovy Rotal S.OLx Rentat m■tee: Retail 2.2! RUN Reetdentlal 1.33 par Sq It Prot Rwst: 3 eentht Operatird Everves: eetllt 0.00 zAwso stop twwo ■esldantlet 2S.WX of Gress lnetae t:quere pootssalalt Ratan 21,000 rentaAte Rssidentlal 69,700 parnable 82 units Totat S"re peetepo 92.?w partite 4T6 specks Consfaeione mete: ept Index- S.00I CAP eatet f.tl0i Plnane. costa: Inter"t Rate 10.$C% Comtnutlon 9.S= pore ,-ant Loan Fm 1.5D% Comtructlen 1.0Z Rrokspspe 9 Tr! WWO-Puri CWJP CO STIUCTIOK CAsv FLOW 12:2t Ptt wATI NCTOw Kum - Atr 3 pow 1 of 2 IrTNPPsOi pamctra>»>»»»>»»»>s>►>»s»rrs»»»ss»»s>»»>»»>»»»»»>n►>».>.»s»»»»».»»»»>►>ss»»ss»»»»»>ssss»sssss»s>s>y»»yyyy►s»ay>:sv>s s»• w9bet PTA 6ee-90 iwrvt Fob-" Mer-91 Apr-91 Mry-91 JWI-" Aul-91 Au0-91 1ep-91 act-91 Mer-91 ow-91 Jw-VZ §DtXCt:S OF CAS/ ............ .... »..... «......... ........ ... ...... ... ... ...... ........... ......... ........... _........ ._...... . .... Taepit.l rnJ+etlaw a t506,000) o 0 0 0 ' � o o-..-.-..- a o 0 City Contributtas a C2.500.aoo) e a a a e 0 0 o a 0 o a 0 MPG Advances 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 Net OperwRing Inca 0 0 0 0 a a 0 0 0 0 0 O O a (20,W., ^� TOTAL SMINCES OF CASN �..r- 0 w■.w. - ■w.w■■" tl.e00r00o) ■ r -o 0 � 0 a a ■..��� 0 w,.......e. 0 ■ewrw..e■ 0 ewes■.w 0 w�r■wwe ■■..w.ww 0 0 ■■err 0 (20,ST7; APPLICAT30US OF CAIN Led 1W.O o 0 750,COo 0 O 0 e 0 O 0 0 0 a a a O Wf.Ite/site oevelepwnt 0 a 0 0 0 e 0 0 0 0 a a a 0 0 D Direct orrte LarKla ipin0 0 0 O 0 O a 0 e a O 0 0 e 0 0 0 Perkln0 structure 5,267.4S4 0 0 1.316^4 1.316,a64 1,3}b.ed4 1,316,t{6i a e 0 0 0 0 • 0 0 Structural. shett 0 0 0 0 0 a o 0 0 0 0 0 0 a o 0 Tenant I.prourow a 460.aw 0 O 0 0 0 0 0 0 0 A 0 a 2]O,o00 i4,000 46,OOa Other Oireet aralte 3.205,454 0 0 267,1ZT 267.121 257.121 267.121 ?AT.IZI 267.121 7A7.121 267,121 267,121 2A7,121 267.121 26r.121 a Irdirect Architecture i rtilmorinN 650,000 0 216.667 2t6.667 216,667 0 0 / 0 0 0 0 D e o 0 Oevetamra ewrAa.d a roe M,ow 0 SO,lu" 30.Ct'0 50'a" 50.000 50,000 30.000 50.000 50.000 50.000 So,O00 SO,O06 s0,000 50,liaa SO,O00 Feee i Permits ",ON 0 320.000 0 a 0 0 0 0 0 0 0 0 0 a a Gerwrst Cadltlar 0 0 a a 0 0 0 0 0 0 0 e 0 0 O 0 Generat Carotractere Fee a 0 0 11 0 0 0 0 O a a 0 a a O 0 Lee.Ing/Utes A Martetfie 41e,su e a 0 a 0 0 0 0 0 0 52.294 S2,294 SZ.294 SZ,294 S2,2% other Indust 7Y,OOe 0 4,412 4.412 4P412 4.412 4,412 4.412 4.412 4,412 4,412 4.412 4,412 4.412 4,41Z 4.412 rinano. Interest teeerve 1,377,19T o a 0 5,VA 71.8m 36,B60 52,I32 5s.00S 59.612 63.451 67.325 rt.60a 76.043 t2.547 a1,44R Loon Fees x5d,256 0 266,2s6 0 0 a 0 e 0 0 0 O a e O O Pr*ferrd ret:en 0 0 0 0 e 0 a e a 0 0 0 e e o 0 Other Frnarra 6 a 0 0 a a 0 0 0 0 0 0 0 0 0 0 Vm0now" 7s0.00a 0 57.692 ST.692 57.692 9T.642 57,692 57.692 $7.692 57.692 57.692 37.692 ST.672 57.692 57,692 0 ..ww..wr. rr,w.■r■a■r ■warw.e. r.waw.rw r�.rw■r. rr,■rrw. ■w■■a,we r.«.�. ■r..■� rw� wrar..■wr wwwr■w ■ww■w■aa r� rr��r ..w�. TOTAL APPLICATIONS Of CAU 14,?".Fw 0 1,64S.on 1,912.TYS 1,947,61t 1.711,925 1.T32,957 431,757 43s.0)o 438.t137 447.677 41r0,844 503,209 737,612 .. s1,0.066 740.1s'3 ........................................................................................................................................................................................ Ca.h (surptue)1vorlowr7 0 C1.334,974) 1,9I2,7" 1,911F,e11 1,717.9z5 1,732,957 431,257 435,030 1.5s. 1r 442.677 496,844 50.209 737,412 S60.066 21v,r66 LOAw sAuwrF 0 (1.334,974) S77,7a2 2,493,593 4.213.519 S,946,475 6.377,T32 6.e12,762 7,251.559 7,6%.776 8.193,319 8,696,!03 9.433.940 9.994,OOS 10,213,771 r IaE tKNM-PtAT2 0" 07-r.b-00 CCRTTMt1C130Y CASK FOU Mpa prr uAll"STOM SfAcR - KT 3 pave 2 of 2 11ypf1107 Ib92 Irr-'92 Apr92 P-r-f4 JWI-92 Jut-02 Au0-92 Totals, SMOCES Of CASH ......... ---... .. --------.. . .............................. .. CapltAl Injection a 0 O a 0 9 0 I500,000) City Omtrfbrtfan 0 0 0 0 0 e D (2.500,000) MPO Advances 9 0 0 0 0 0 9 0 Not "telling fndae S27,f1L!) (33,479) r --w (e2,175) A� 194,1451 -F (106,116) (112,912) f .m (112,590) (Stl4.4a6) TO)AL SWRCES OF CAM [27,103) (33.979) C32,1751 494,1451 (10d.11L) (112.912) ST12,KS*!) 0.5!9,0A) AMICATIMS OF CASH land a 0 q 0 0 0 b 75b,000 OffelfwSttecovaUpa.nt 0 0 0 0 0 0 0 0 Direct Onelto LeraI -- in@ a O O 0 0 0 0 0 POTMrs stmzftm 0 a 0 0 0 0 0 S,287,454 Strtcl rst shell 0 0 O O Q 0 0 0 Twd Impnovaoente ",000 46,000 46.000 0 Q 0 a 4M.Ow Other Direct owf» a a 0 0 0 O 0 3.M,454 trw f roct Architecture A OnOn mine 0 0 a 0 0 0 9 450.000 covet opera Omotlaw d A foe W.000 0 a a 0 0 0 750,000 Feet A ►orefte 0 a a 0 a 0 0 329.000 currarot Carciftlom a 0 a 0 a 0 0 a Grnerst Cortraetors fee 0 0 0 0 0 0 0 a leasIrWulea = Ilarkotlna $2.2% 52,294 52.294 0 0 0 a 418.342 Otfar 3ndlrect 4.412 4,412 4.412 0 0 0 0 75.000 f hence Intareet 0eaerw 09.370 11.251 92.651 93.611 ",a? o'S.137P 43,35a 1.37T.191 teen fees 0 0 0 0 0 0 0 266.7% Preferred Return 0 0 0 0 0 0 0 0 Other ffnrr0 0 0 0 e 0 0 0 0 eorRfrbenrr o 0 0 1 01 0 a Tio,000 w.w.rw• rr Mw .... -. TOUL AM [CATIONS Of CAU 242.0r6 117.956 195,356 93,641 93.637 93.527 ................................... 93.358 14,759,79e cask [suylwJlOeffcfency 214,D93 159.977 113,111 - f56i) (12,4791 (1►.3a4) -• (19.237) LOAN SAL MAX 10.420,664 10.546,644 10.791,672 10,741,S1a 10.6m,al9 10.669,04 10.650,222 10,00,722 C v THE NOUARO•PLAT2 CR" 07-letr90 LIASF•11P PRO:EC11011 12125 PA MINUMOTC11 $EACH • ALT 3 17RPfR07 PR0!ltTEO>f>»►r►rr»»>»>»»>»r►s>s►»►►►»»»»>»>►). ►►a-30 »»r» Jen•92 Pab•92 Xor-92 Apr-92 Key-42 ,Iu+-92 jul•92 Au4-92 ' Percent PayirO Iratell) ............................................................................... C.00% O.W42 O.C7X 0.7.W% 90.DC'4 100.00% t00.W% 100.On Percent Paying (realdentlat) 30.O±X 40.= 50.00t 60.00% Mom 50.00% 90.0" t00.00I i RENTAL 30cwj Retail 0 0 0 61,400 46,575 51,750 S1,750 31,755 : Realdansial 27,133 36,244 45,3C5 $4.366 63,427 72,4e0 Jf1,349 90,610 ................................................................................ GRas RENTAL INLp1E 27.113 36,244 65.3C5 9S,766 110,002 124,23E 133,2'" 142,369 4up Yoercy 0 ................................................................................ O 0 0 0 0 0 I7.i1EY I1sIC1LVE CR:s! LNMKE 27,1E3 36.2i: 45,305 95,7b6 110,0C2 124,23E 133,299 133,2A2 OPERATING W MfES Retail 0 0 0 0 0 0 0 d Restaantlal 6,7% 9,L81 11,326 13,572 13,837 1E,122 29,3E7 22,6I3 ............................. .......... .......... ......... .......... .......... ;• TCTAL OPERA71N4 UPENiES 6,796 9,C61 11,326 13.592 15,E57 15,122 20,U7 22,653 NET CPEXATINO INCCRE 20,3E7 27,10 33.979 U,175 94.145 106.116 112,912 112,59C MIT 1'+ (: Fil7WLCM COI GTRUCTOF- i 2- 7-90 1: zopm i 818`�ScS?D� 714 5.36 4697; 418 lxt NDtiARO.1LAtt (,11D1P 07•Eat•40 10.1EAR O►[xATim4 ►tUFC CKS 1Zr28 P� KMTIN-*TDN 86AXN - AL1 3 NT6PINDT ►NDIECTIDsssr»>»fss►»»s►a»assf»>»ss»»�»»►»»a»»»»»s>►ssss»>ss»s►a»►>s»►>»s» year Frding AU9,93 Auo-% Aup•93 AL4-% AAp-97 Aup•98 Au0.99 Lie-= Aup•2801 Ljq-2m2 RENTAL IMxpE ......................................................................................... Rataft 621,000 632,033 684,653 718,885 754,829 792,571 132.199 873,8D9 917,300 %3,3n Re+ldentfaL 1.067.320 1,141,68S 1►198,770 1,238.709 1,321.644 1,387,726 1.457,113 1,529.968 1,676."T 1,686,M GAMS RENTAL =NCW .......................................................................................... 1,708,320 1,793,73S 1,883,423 1,977,394 2.076,474 2,189,297 2,M.312 2,u.3,778 2,523,%7 2,6S7,165 ►+++r ra+arcy A►laraw a 8S.416 89,68' 94,171 98,880 10,224 109,015 114,464 122,1E9 126.198 132,5:a .......................................................................................... EFFECTIYE CRM 19'.CK 1,622,904 1.704,049 1,709.252 1,873,714 1,97Z,630 2,071,2E2 2,174,847 2.2E1,539 2,397,768 2.517,637 CPEAATINC FXPEXSFF RataiL b 0 0 0 0 0 0 0 0 O Rnldentlal 27T,830 2a3,4= 2",693 314,477 331,411 346,932 364.278 382.492 401,617 421,695 ......................................................................................... TOTAL D►'EAATiN6 IXFIEXSES Z71,837 Z83,4ZZ 299,693 314.677 333,411 346.932 364,278 382.492 401.61T 421,696 NET CPTIATIIG 1>arE 1,331,074 1,41S.An 1,48%559 1,364,037 1,6L2,239 1,724,131 1,813,368 1.901,097 !,9%,152 2.095,959 VEIT RIVIC! Trlr+eipaL 71,1l0 77.909 85,310 0,415 102,289 112,007 122,64T 134,299 147.057 161.023 Interns 1.011,7T1 1.003,O1Z 997,611 989,506 980,632 9T3.914 960.274 %48,622 935.864 921,893 ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... TOTAL OEFT SFAYICE 1,082,921 1.082,921 1,082,921 1.082.921 1.CW.921 1.C82,921 S,D82,921 1,C82,9Z1 1,082,921 1,082,921 ' NET PROTECT CASH FLOW 268,133 335.737 4„dXU 01,116 5S9,318 641.430 727.64a 618.176 913,231 1,013,035 V � THE MdiM-IUTZ CUP 07•re4'9a UCAADATlttl M :.^TICM 12:29 hl IPATIMtTCM WEACK - ALT 3 tTfPMt Projected We Tear: 1998 %971MAT© WS MIa 22,QI2,1CS Leta: Lures and tmfsml&% 1.131,6CS Low totems 10,108,W teturn of Capital 500,= MET tuff fAMOt 10,1p2,357 ALLOUT1CM 6T PKII't ienerrl ►artrrr 100,07% 10,892.357 Limited Partner Oxx 0 m %m B[+' k 4 22 20 ' J f. 16; r 19 10 r7 6 4 2 rs 2/ 2 3 19 /7 204 -2115 ,3 / sserso-so-Pz-t ' 9 3 THIRD BLACK WEST et So- 54 le,: 36 � 51 /01 30) s; `1 6 c9 is a ��,_1 � a • < <y 4 f. d F 2i� 4J F ,Z 1 J 16! 10 4, B 6 r 4 �.7.r• 25 19 ao 17 N !15 i! 7 13 5 a 3 12 :Y AVENUE 27 ti 25 23 21 20 /9 /7 �5 15 I3 // 9 ` 7 21 5 3 fAC ` / r AVENUE NOTE — ASSESSOR'S BLOCK & ASSESSOR'S MAP PARCEL NUMBERS BOOK 24 PAGE /4 SHOWN IN CIRCLES COUNTY' OF ORANGE 1" -100•