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HomeMy WebLinkAboutROBERT L. MAYER - WATERFRONT HILTON HOTEL - 1995-08-30 CITY OF HUNTIINGTON BENCH INTER-DEPARTMENT COMMUNICATION MVIYfIHGt(ri E�CN TO: Connie Brockway, City Clerk FROM: Stepher.V. Kohler, Redevelopment Project Man grDDA— SUBJECT: New Original Resolutions Second Amendment to Waterfront DATE: August b, 1992 Attached are resolutions of the City Council and Redevelopment Agency regarding the captioned document. You will recall that the previous originals of these resolutions have been lost and we have generated replacement documents and I would like to ask that you execute them on behalf of the Mayor and Chairman and provide us with a certified copy of each. If you have any questions please call me at ext. 5457. u SVK:jar l 197r PA-) N`V glsl� ' • � z h r � r r n �. lot CN — i RESOLUTION NO. 6311 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND ROBERT L. MAYER, AS TRUSTEE OF THE ROBERT L. MAYER TRUST OF 1982 WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Main Pier Redevelopment Project (the "Project Area") . in order to carry out and implement such Redevelopment Plan the Agency has previously entered into a Disposition and Development Agreement (the "Agreement) with Robert L. Mayer as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended (the "Developer") for the development of certain property in the Project Area (the "Site") , all as described in the Agreement. The parties wish to amend the terms of the Agreement by authorizing the assignment of Developer's right to certain funds, and deleting the Agency's obligations to make certain payments to Developer pursuant to a Second Amendment to Disposition and Development Agreement (the "Amendment") . The Developer has submitted to the Agency and the City Council of the City of Huntington Beach copies of said proposed Amendment in a form executed by the Developer. The Agency and the City Council of the City of Huntington Beach (the "City Council") have conducted a duly noticed joint public hearing regarding the proposed Amendment in accordance with California Health and Safety Code Sections 33431 and 33433. The 33433 report pertaining to the Amendment has been on display prior to the joint public hearing in accordance with Section 33433 of the California Health and Safety Code. The City Council has duly considered all terms and conditions of the proposed Amendment and believes that the execution of the Amendment is in the best interests of the City of Huntington Beach and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements . 333 :7/23/92:ADL -1- The City Council has received and considered the report of Agency staff on the proposed Amendment, and as a result of said consideration and evidence presented at the hearing on the same matter, the City Council has determined that, pursuant to Section 15061(b) (3) of the State of California Environmental Quality Act ("CEQA") Guidelines, there is no possibility that the execution of the Amendment by and of itself will cause a significant effect on the environment because the Amendment will not cause environmental circumstances and conditions of the Site to be changed. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach, as follows: Section 1. The City Council hereby concurs in the Agency's finding and determination that approval and execution of the Amendment is exempt from CEQA pursuant to Section 15061(b) (3) of the State CEQA Guidelines. Section 2. The City Council recognizes that it has received and heard all oral and written objections to the. proposed Amendment and to any other matters pertaining thereto, and that all such oral and written objections are hereby overruled. S!�b,rtion 3 . The City Council hereby approves the Amendment. C UNTINGTON BEACH By - lor ATTEST: �ll,►'LG�i City Clerk APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: Agency Special Counsel Deputy City Administrator/ Director of Economic Development REVIEWED AND APPROVED APPROVED: AS TO FORM: f_4 42K`z1� 'City Attorney/_ 7 2,� c City A ministrator V o- r L 2 �a E) f--tk. 333 :7/23/92:ADL --1- 6311 Res. No. 6311 STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITx 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 on the 5th day Of— August 19 91 by the following vote: AYES: Councilmembers: Pcbitaillp NOES: Councilmembers: None ABSENT: Councilmembers: pr i y Cler ana ex-officioalerk of the City Council of the City of Huntington Beach, California k,.,l RESOLUTION NO. 215 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING THE SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND ROBERT L. MAYER, AS TRUSTEE OF THE ROBERT L. MAYER TRUST OF 1982 WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Main Pier Redevelopment Project (the "Project area") . In order to carry out and implement such Redevelopment Plan the Agency has previously entered into a Disposition and Development Agreement (the "Agreement") with Robert L. Mayer as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended (the "Developer") for the Development of certain property in the Project Area (the "Site") , all as described in the Agreement. The parties wish to amend the terms of the Agreement by authorizing the assignment of Developer's right to certain funds, and deleting the Agency's obligations to make certain payments to Developer pursuant to a Second Amendment to Disposition and Development Agreement (the "Amendment") . The Developer has submitted to the Agency and the City Council of the City of Huntington Beach copies of said proposed Amendment in a form executed by the Developer. The Agency and the City Council of the City of Huntington Beach have conducted a duly noticed -joint public hearing regarding the proposed Amendment in accordance with California Health and Safety Code Sections 33431 and 33433. The Agency has duly considered all terms and conditions of the proposed Amendment and believes that the execution of the Amendment is in the best interests of the City of Huntington Beach and the health,. safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. 334 :ADL:7/23/92 -1- The Agency has received and considered the report of Agency staff on the proposed Amendment, and as a result of said consideration and evidence presented at the hearing on the same matter, the Agency has determined that, pursuant to Section 15061(b) (3) of the State of California Environmental Quality Act ("CEQA") Guidelines, there is no possibility that the execution of the Amendment by and of itself will cause a significant effect on the environment because the Amendment will not cause environmental circumstances and conditions of the Site to be changed. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Huntington Beach, as follows: Section 1: The Agency hereby finds and determines that approval and execution of the Amendment is exempt from CEQA pursuant to Section 15061(b) (3) of the State CEQA Guidelines. Sects n 2: The Agency recognizes that it has received and heard all oral and written objections to the proposed Amendment and to any other matters pertaining thereto, and that all such oral and written objections are hereby overruled. Section- 3: The Chairman of the Agency is hereby authorized to execute the Amendment on behalf of the Agency. A copy of the Amendment when executed by the Agency shall be placed on file in the office of the Secretary of the Agency. Section 4: The Executive Director of the Agency (or his or her designee) , is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Amendment and to administer the Agency's obligations, responsibilities and duties to be performed under the Amendment and related documents. REDEVELOPMENT AGENCY OF THE HUNTINGTON BEACH"�' B �1 airman ATTEST: 1�� aoe� Agency Clerk 334 :ADL:7/23/92 -2- 215 APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: I - — C c.� Agency Special Courtiel. Deputy City Administrator/ Director of Economic Development REVIEWED AND APPROVED APPROVED: AS TO FORM: F" Ih Agency Attorney Eaecuti Director Or 334 :ADL:7/23/92 -3- 215 Res. No. 215 STATE OF CALIFOR 41A ) COMM OF OFF ) CITY OF HUNTINGTC N EEAC I) I, CONNIE BROCDW, Clerk of the Redevelopment Agency of the City of Huntingtan Beach, California, DO FAY CEMIFY that the foregoing resolution was duly adapted by the Redevelopment Agency of the City of Aimtingtm Beach at a meeting of said Redevelopment Agency held on the 5th day of _ August_ , 19 91 , and that it was so adopted by the following vote: AYES: Members: MacAllister, Silva, Kelly, Robitaille NOES: Members: None ASSENT: Members: Winchell, Green, Moulton-Patterson Clerk of the RedeL21op ent of the City of Ftmtifigtori Beach, Ca. CHICAGO TITLE COMPANY RECORDING REQUESTED BY: 01—SEP-199 i 03:49 PM AND WHEN RECORDED MAIL TO: P.ecorded in Wicial Records 57 of GraToe CoLmty, California The Redevelop ment Agency of Garr L. Granville, Clerk-Recorder the City of HuntingtonF3" i of KU Fees: $ 4 0-5 P.O. Box 190 Tax: # 0.00 Huntington Beach, CA 92648 Attn: Assistant Secretary Space above this line for Recorder's Use MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $0. Consideration less than $100.00 The Redevelopment Agency of the ""Computed on the consideration or value {� Cicy of Huntington Beach of property conveyed; OR P.O. Box 190 ....Computed on the consideration or value Huntington Beach, CA 92648 less liens or encumbrances remaining N Attn: Assistant Secretary at time of sale. �O Signature of Declarant or Agent determining tax — Firm Name p QUITCLAIM_DEED • p� FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ROBERT L. MAYER, as Trustee of the Robert L. Mayer Trust of 1982 dated June 22, 1982, as amended ("Grantor") , does hereby remise, release and forever quitclaim to THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Grantee") , the real property in the City of Huntington Beach, County of Orange, State of California, described in Exhibit "A" attached hereto and incorporated herein by reference. The purpose of this Quitclaim Deed is to relinquish -the leasehold estate of Grantor in the above--referenced property. Dated: 1995 ? wull ROB RT L. MAY RE rustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended F32UM065590.00D11215453A. a07114195 • p �t . PEED CERTIFICATION This is to certify that the interest in real property conveyed by the Deed dated MLW is 01955 from ROBERT L. MAYER, as Trustee of the Robert L Mayer Trust of 1982 dated June 22, 1982, as amended, to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a governmental agency (the "Agency' ) , is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency and the Grantee consents to the recordation thereof by its duly authorized officer. Dated:. ,3Z>, f REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BR0Cr AY, - . ' n:F n,c r�SEGREWiRY4 t RK FSM93WS80"112154S34. *07114/95 "2 7 �+ 4 1. �• CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5D07 State of 69 4- 1 ro 2rI 1 09 County of _ ©Rgr7 6 9 On Tu t_y le, before me, ��L3B2►�r! S . �10 ESGh , DATE NAME.TMX OF OFFICER-E G.,-,1ANE DOE.NOTARY KRIM- personally appeared TW6ER__7- G. Ig Cruz NAMES)OF SIGNER(S) G� personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. KBORM S.P�OESCII ro NOTARY t�cnxcRv� WITNESS my hand and official seal. ILAaa �touay ]1 SIGNATUR=_OF NOTARY OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent f.-audulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER QLc.4Z—c_1_/4-�rti-. p�.4.IO TITLE OR TYPE OF DOCUMENT Tmrt(s) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: ?r/ Is !9S7 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTMpES) SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•8236 Remmel Ave.,P.O.Box 7184*Canoga Palk CA 91309-7184 A - � EXHIBIT "A" PACIFIC VIEW AVENUE THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOL SAS, IN THE CITY OF HUNT I NGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS PER MAP FILED I BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCR I BED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF SAID SOUTH HALF THAT IS DISTANT THEREON NORTH 89'43 '07" EAST, 73.26 FEET FROM THE EAST RIGHT OF WAY LINE OF HUNTINGTON STREET, 60.00 FEET IN WIDTH, AS SHOWN ON RECORD OF SURVEY NO. 8i-i15i FILED IN BOOK 703, PAGES 28 AND 29 OF RECORD OF SURVEYS IN THE OFFICE OF SAID COUNTY.. RECORDER, THENCE C0;•!T I NU I t4G, NORTH 89.43-07" EAST 173. 67 FEET ALONG SAID NORTH LINE TO A POINT ON A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2452.00 FEET, A RADIAL LINE TO SAID POINT HAVING A BEARING OF NORTH 35*22*22" EAST.- THENCE SOUTHEASTERLY ALONG SAID CURVE 252.69 FEET THROUGH A CENTRAL ANGLE OF 5'54 '17"; THENCE TANGENT TO SAID CURVE SOUTH 48'43 '21 " EAST 38. 85 FEET; THENCE SOUTH 41 '16 '39" WEST- 97.00 FEET; THENCE NORTH 48'43'21 " WEST 38.85 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2355.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 383.89 FEET THROUM A CENTRAL ANGLE OF 9'20 '24" TO THE POINT OF BEGINNING. ALL AS SHOWN ON PAGE 2 ATTACHED HERETO AND MADE A PART HEREOF. LAND Sp EXP. 12AIA5 v' U L N, S EXPIRES 12131195 `��l [S 51 . For �,tito� • N Orr N 48.43�Z1' W 97 E—X-H-iBIT wA7 85 N 48'4321' A PACIFIC VIEW AVHNLJF 3385' 52' 4S i lu n j ul \ 00 to `r CURVE DELTA RADIUS L EW T W c1 73'38'24' 32.00 41.11 g C2 00'08'40' 2355.00 5.84 1!'1 N 5156115' {R1�DJ C2 45.24' N __-- A1•�8 c1 r .� nn 30.0w 3 52, STREET �V PACE 2 OF 2 ,err MOM J .r. ° zt rr% :rS ihM- Si RECORDING REQUESTED BY: 16.is =r � i2 i�sJ i % ®: i s €z P i € i a . CHICAGO TITLE COMPANY 578Z WHEN RECORDED MAIL TO: �• -a�z� i lii uiii[lai R :c� 5 vi WuiirM ;,UUIILJ7 L,-3 liUilii,�-.-. City of Huntington Beach Ir-^¢`-'•`'==` n___ t r r•___. t r. nn P. O. BOX 190 rase `'° ' rt=;. f V VV Huntington Beach, CA 92648 !ax: $ A �11 Attn: City Clerk Space above this line for Recorder's Use MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $ -0- All 'parties are exempt governmental entities �y . .. .Computed on the consideration or value of property conveyed; OR . .. .Computed on the consideration or value less liens or encumbrances remaining at time of sale. The Undersigned Grantor Signature of Declarant or Agent determining tax - Firm Name S(2 Order No. Escrow No. Loan No. r 1_ EASEMENT GRANT DEED 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, hereby GRANTS to the CITY OF HUNTINGTON BEACH, a municipal corporation, a perpetual easement and right-of-way for street and- public utility purposes in, on, over, under and across all that real property in the City of Huntington Beach, County of Orange, State of California, as more particularly described and shown in Exhibit "Ail attached hereto and by this referenced made a part hereof. Dated Approved As To Form: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic By: e7,-Z"tzG, Agency Counsel B-irscto-r AQ ATTEST: Agency Clerk F82\383\0999994C � � 0 DEED CERTIFICATION This is to certify that the interest in real property conveyed by the deed dated Auo,, O from the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH to the CITY OF HUNTINGTON BEACH, a municipal, corporation, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach, pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recorda- tion thereof by its duly authorized officer. Dated: A 30 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CITY CLERK By: Depqty City Q16rk IM13SY099999-008112154576. i07l14195 A - � EXHIBIT "A" PACIFIC VIEW AVENUE AN EASEMENT FOR STREET AND HIGHWAY PURPOSES OVER THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS; IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH HALF OF SAID NORTHEAST QUARTER WITH THE EAST RIGHT OF WAY LINE OF HUNTINGTON STREET, 60.00 FEET 1N WIDTH, AS SHOWN ON RECORD OF SURVEY NO. 81--7151 FILED IN BOOK 103, PAGES 28 AND 29 OF RECORD OF SURVEYS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG SAID EAST RIGHT OF WAY LINE NORTH 0042 '59" WEST 158.39 FEET; THENCE SOUTH 59421 '49" EAST 91 .80 FEET TO THE 13''GINNING OF A TANGENT CURVE. CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2452. 00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 455.39 FEET THROUGH A CENTRAL ANGLE OF 10'38 '28"; THENCE SOUTH 48*43*21 " EAST TANGENT TO SA ID CURVE 38.85 FEET; THENCE SOUTH 41 '16 '39" WEST 97.00 FEET; THENCE NORTH 48'43'21 " WEST 38.65 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2355.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 389.63 FEET THROUGH A CENTRAL ANGLE OF 9'29'04" TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 32.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE 41 . 11 FEET THROUGH A CENTRAL ANGLE OF 73'36 '25" TO A POINT ON SAID NORTH LINE OF THE SOUTH HALF OF SAID NORTHEAST QUARTER. A RADIAL LINE TO SAID POINT HAVING A BEAR ING OF NORTH 41 '48 '50 WEST; THENCE SOUTH 89 043 '070 WEST ALONG SAID NORTH LINE 30.04 FEET TO THE POINT OF BEGINNING. SUBJECT TO COVENANTS, RIGHTS, RIGHTS OF WAY AND EASEMENTS OF RECORD OR APPARENT. - ALL AS SHOWN ON PAGE 2 ATTACHED HERETO AND MADE A PART HEREOF. ' LAND `tom Q��L GIS�lA`Fp DR 2PIA5 ,KPSE ,Y, L. . F�' XPIVS' 12/31/95 `!1l !S 53'►1 f UI' �tEp� �' p 411N 48 EXHIBIT 'A' 43�I" W 97.0O 38 85 N 48.43�21" W PACIFIC VIEW AVENUE 38.85' 52' / ID \a pN LLJ \ } e, CURVE # DELTA IRADIUS L ENGT C1 73'36'25" 32.00 41. 11 C2 0'08'40" 2355.00 15.94 AM`U / N 31'5615_EIX C2 ' 4324' N 41-48'S0" 14 `30.04' P.OB r STREET Ln ��PAGE 2 OF 2 JN 232.DIA � - 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of /} County of On Lltc a..,�f',� 19 9,; -before me, Da Nama and TWO rwr{a.g.,•, *Da,Notary Pubbe) personally appeared _Vl •J . — f1a na(s)of sw r(a) A Q t Lic1-y4QJ+QB+-4 1 -personally known to me-A ) whose nameW Ware subscribed to the within instrument and acknowledged to me that#h�hey executed the same In*;~,heir authorized capacity(ies ,and that by MBE l_�otOt� hi�erJtheir signature( on the instrument the person, COWA.i991us or the entity upon behalf of which the person(s) acted, Wan►Public--catifonia executed the Instrument. ORANGE COVN Y ivy coffvm f vku KV 11.1997 WITNESS my hand and official seal. s9na Notary Pubw OPTIONAL Though the Information below Is not required by law,It may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: .&WMgMz Document Date: 941a�Rs Number of Pages: Signer(s)Other Than Named Above: Capacity ies Claimed by Signer( Signer's Name: Signer's Name: WU ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Titl6(s): Title(s): ❑ .Partner—❑ Limited ❑General ❑ Partner—❑ Limited ❑General ❑ Attomey-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conserve r 61 ❑ Guardian or Conservator r (!-'Other Top of thump here ❑ Other. Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 NeWa1 Notary Association•8238 Ranvr*Ave.,P.O.Eox 7184•Canoga Park.CA 91309.7184 Prod.No,3907 Ruder.Cal T*1-Fr**1.800-9754MI CouncillAgency Meeting Held: August 21, 1995 Deferred/Continued to:,g'r����S� 0 Approved 0-do"nditiona1y Approved D Denied A§ency Clerk's Signature Agency Meeting Date: AUGUST 21, 1995 Department ID Number. 95-012 REDEVELOPMENT AGENCY REQUEST FOR AGENCY ACTION SUBMITTED TO: CHAIRMAN AND BOARD OF DIRECTORS OF THE 77 REDEVELOPMENT AGENCY SUBMITTED BY: MICHAEL T. UBERUAGA, Executive Directorem-t `tj PREPARED BY: GAIL HUTTON, Agency Attorney SUBJECT: APPROVAL OF CERTAIN DOCUMENTS IN CONNECTION WITH THE WATERFRONT HILTON HOTEL Statement:10 Issue,Funding Source.Recommended Action,Attemative Action,Analysis,Environmental Status.Attachment(s) Statement of Issue: Whether or not to approve a request for (1) Pacific View Avenue street dedication, and (2) a Reciprocal Easement Agreement for fire lane access in connection with the Waterfront Hilton Hotel. I Funding Source: NIA a \� Recommended Action: (1) Accept the Pacific View Avenue street dedication(pursuant to the relevant DDA and Development Agreement sections attached as Exhibit 'C") and direct the City Clerk to accept and record documents approved by Agency Counsel, (2) Give a instructions to the Agency negotiator to determine adequate compensation for the Easement Grant Deed and the Reciprocal Easement Agreement with instructions to return and ,t agendize for the next Agency meeting, August 28, 1995. �l`1 Alternative Action(s): (1) Defer until the parties can negotiate broader amendments to the DDA and Development Agreement; or, (2) approve Reciprocal Easement�greement with amendments, (3) Approve all documents �: (Exhibits "A-1" through "A-9" and "B-1" through "B-14. " qF A p.^e a F 0 . Analysis: The Waterfront Construction #1 is currently emerging from Chapter 11 Bankruptcy. The debtor, as part of a plan of reorganization, intends to refinance the hotel `t with a new lender. The new lender is seeking several assurances with respect to certain "use and access" easements that include the street dedication of Pacific View Avenue and the easement for fire lane access on the south side of the hotel. ` 1Quitclaim deed only, Exhibit "A-1" to "A-S" 1 0 ti REQUEST FOR AGENCY ACTION MEETING DATE: AUGUST 21, 1995 DEPARTMENT ID NUMBER: These assurances are only part of the other uses that the lender would also like to confirm either in perpetuity or for the same term on the hotel lease. (See attached Figure 1) Such other uses we believe will burden the existing DDA and Development Agreement beyond the current termination date on the existing master lease held by the Robert L. Mayer Trust. Additionally, the proposed Reciprocal Easement Agreement is broader than the required lire access°lane and needs to be amended to provide protection for the Agency as to relocation rights, uses and indemnification, etc. With respect to compensation for the Easement Deed and the Easement Agreement, since the Agency has incurred some $40,000 in legal expenses (as reported in the debtor's disclosure statement) in connection with the Hilton Hotel Bankruptcy, the recommended action at the August 28, 1995 meeting should include some form of compensation in exchange for the uses and easements requested by the debtor which go beyond the requirements of the DDA and the Development Agreement. Moreover, the debtor should be required to defend and indemnify the Agency in the event the Reciprocal Easement Agreement triggers unforseen duties with respect to the DDA or Development Agreement. Finally, this requested grant by the Agency should be considered in the light of the claimed right by R.L.M. Corp. to replace mobile homes which have been purchased by the Agency at the Driftwood Mobile Home Park. In summation, the proposed agreement and Easement Deed should be amended and returned to you on August 28, 1995 for final approval after a determination on compensation has been made. . Environmental Status: Attachment(s1' City Clet,k's, • f . 1. Street Dedication Deeds- Exhibits"A-1"through"A-9" 2. Proposed Reciprocal Easement Agreement for fire lane access and other uses, Exhibit`B" 3. Land controlled by Mayer Trust, Exhibit`B-124" 4. Development Agreement and Disposition and Development Agreement, selected pages relative to Pacific View Avenue dedication, Exhibit"C" HILTON.DOC -2- 08/18/95 10:14 AM 3 � r 1 „& CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK August 31, 1995 Gary L. Granville, County Clerk-Recorder P.0. Box 238 Santa Ana,CA 92702 Enclosed please find the enclosed license agreement to be recordcd and returned to the City of Huntington Beach, Office of the City Clerk,2000 Main Street, Huntington Beach,CA 92648. Also,I am enclosing a self-addressed,stamped envelope and a copy of the agreement for a conformed copy to be returned to the City. Connie Droclnvay,Chic City Clerk Enclosures g:V0110%MP1&ed1tr (Telephone:714.536.5I27) CounciUAgency Meeting Held: August 21, 1995 Deferred/Continued to: ❑Approved ❑ Conditionally Approved ❑ Denied Agency Clerk's Signature Agency Meeting Date: AUGUST 21, 1995 Department ID Number. 95-012 REDEVELOPMENT AGENCY REQUEST FOR AGENCY ACTION x SUBMITTED TO: CHAIRMAN AND BOARD OF DIRECTORS OF THE - REDEVELOPMENT AGENCY SUBMITTED BY: MICHAELT. UBERUAGA, Executive Directorcve?.l .yr - L•1 CD PREPARED BY: GAIL HUTTON, Agency Attorney C" SUBJECT: APPROVAL OF CERTAIN DOCUMENTS IN CONNECTION WITH THE WATERFRONT HILTON HOTEL Statement of Issue,Funding Source.Recommended Action,Alternative Action,Analysts.Environmental Status,Attachments) fz' ��344'-s— >tatement of Issue: Whether or not to approve a request for (1) Pacific View Avenue street dedication, and (2) a Reciprocal Easement Agreement for fire lane access in connection with the Waterfront Hilton Hotel. Funding Source: NIA Recommended Action: (1) Accept the Pacific View Avenue street dedication (pursuant to the relevant DDA and Development Agreement sections attached as Exhibit "C") and direct the City Clerk to accept and record documents approved by Agency Counsel, (2) Give instructions to the Agency negotiator to determine adequate compensation for the Easement Grant Deed and the Reciprocal Easement Agreement with instructions to return and egendize for the next Agency meeting, August 28, 1995. _ Altemative Action(s): (1) Defer until the parties can negotiate broader amendments to the DDA and Development Agreement; or, (2) approve Reciprocal Easement�greement with amendments, (3) Approve all documents "--� - .: --- -: (Ex ibi is "A-l" through "A-9" and "B-1" through "B-14. " A r . A nalysis: The Waterfrant Construction #1 is currently emerging from Chapter 11 ruptcy. The debtor, as part of a plan of reorganization, intends to refinance the hotel a new lender. The new lender is seeking several assurances with respect to certain and access" easements that include the street dedication of Pacific View Avenue and asement for fire lane access on the south side of the hotel. tclaim deed only, Exhibit "A-1" to "A-S" 1_ REQUEST FOR AGENCY ACTION MEETING DATE: AUGUST 21, 1995 DEPARTMENT ID NUMBER: These assurances are only part of the other uses that the lender would also like to confirm either in perpetuity or for the same term on the hotel lease. (See attached Figure 1) Such other uses we believe will burden the existing DDA and Development Agreement beyond the current termination date on the existing master lease held by the Robert L. [Mayer Trust. Additionally, the proposed Reciprocal Easement Agreement is broader than the required Tire access"lane and needs to be amended to provide protection for the Agency as to relocation rights, uses and indemnification, etc. With respect to compensation for the Easement Deed and the Easement Agreement, since the Agency has incurred some $40,000 in legal expenses (as reported in the debtor's disclosure statement) in connection with the Hilton Hotel Bankruptcy, the r0commended action at the August 28, 1995 meeting should include some form of compensation in exchanga for the uses and easements requested by the debtor which go beyond the requirements of the DDA and the Development Agreement. Moreover, the debtor should be required to defend and indemnify the Agency in the event the Reciprocal Easement Agreement triggers unforseen duties with respect to the DDA or Development Agreement. Finally, this requested grant by the Agency should be considered in the light of the claimed right by R.L.M. Corp. to replace mobile homes which have been purchased by the Agency at the Driftwood Mobile Home Park. In summation, the proposed agreement and Easement Deed should be amended and returned to you on August 28, 1995 for final approval after a determination on compensation has been made. Environmental Status: Attachment(s): 1. Street Dedication Deeds - Exhibits'A-1"through 'A-9" 2. Proposed Reciprocal Easement Agreement for fire lane access and other uses, Exhibit"B" 3. Land controlled by Mayer Trust, Exhibit"8-124" 4. Development Agreement and Disposition and Development Agreement, selected pages relative to Pacific View Avenue dedication, Exhibit"C" HILTON.DOC -2. 0811819510:14 AM Page 2 -Counc-YAgency-8/30193 FOLLOWING ITEMS WERE CONTINUED FROM THE COUNCIL MEETING HELD 8126195 F-1. (Redevelopment Agencyl Continued From 8128195 -Acceptance of Pacific View Avenue Street Dedication Waterfront Hilton Hotel Pursuant to Waterfront Disposition & I Development AgreemenUDevelo ment Agreement-Robert Mayer-Determination of Compensation To Be a otiated (600.30) Communication from City Attorney transmitting a request to accept the Pacific View Avenue street dedication (quitclaim deed only) pursuant to the relevant DDA and Development Agreement. and regarding a Reciprocal Easement Agreement for fire lane access in connection with the Waterfront Hilton Hotel. Recommended Action: 1. Accept the Pacific View Avenue street dedication (Quitclaim deed only. Exhibit A-1 to A-5), pursuant to the relevant DDA and Development Agreement sections attached as Exhibit C and direct the City Clerk to accept and record documents approved by 4 Agency Counsel, l And 2. Give instructions to the Agency negotlatcr to determine adequate compensation for the Easement Grant Deed and the Reciprocal Easement Agreement with 11 instructions to return and agendize for the next Agency meeting August 28, 1995. R�exo Velma 7- 0 F-2, (City Council) Continued from 8/28195-Orange County Bankruptcy Recovery Plan (310.10) Communication from the Deputy City Administrator regarding efforts to develop a recovery plan which builds consensus among the participants in the Orange County Bankruptcy. Elements of the recovery plan will soon require legislative action In Sacramento. The County of Orange and the Orange County Investment Pool are requesting cities to be supportive of their recently released Consensus Plan. The Council on August 28, 1995 adopted the following action: The City Council reaffirms its desire to work cooperatively with all participants to reach a Consensus Recovery Plan which is consistent with the following common goats: -End the Bankruptcy -No new taxes -Solve the Bankruptcy within the County -Utilize County resources to solve the County Bankruptcy -Pay all bond and vendor debt -Recognize schools as a priority -Maintain the Integrity of the comprehensive settlement agreement -Restore investor confidence in the bond market -No interception of city revenue by county or state -Plan as finally adopted might subordinate but not totally forgive county The Orange County Bankruptcy Recovery plan was continued to this meeting for further consideration. i?EFD f-1-7 ON L y Council/Agency Ad ournment: To 5:00 p.m.,Tuesday.September 5, 1995 in Room B-8. Civic Center. 2000 Main Street, Huntington Beach, CA. CONNIE BROCKWAY. CITY CLERK City of Huntington Beach 2000 Main Street-Second Floor Huntington Beach,California 92648 536-5227 AGENDA CITY"COUNCILIREDEVELOPMENT AGENCY CITY OF HUNTINGTON BEACH WEDNESDAY,AUGUST 30, 1995 Adjourned Regular Meeting 5:30 P.M.-Room B-7 and B-8 Civic Center,Huntington Beach Mayor Calls Adjourned Regular Meeting to Order /-a ✓ (2an.Councif/Agency Roll Call: . Harman, Bauer,Su Leipzig. Dettloff, Green,Garofalo Call Closed Session of City CouncillRedevelopment Agency Closed Session -Redevelopment Agency pursuant to G.C. Section 54958.8 to give Instructions to the Agency's Negotiator, Ray Silver, regarding negotiations with Waterfront Construction 91 concerning the purchase/sale/exchange/lease of the property located at Waterfront Hilton Hotel. Instructions will concern: price and terms of payment. (400.50) f Closed Session-City Council pursuant to G.C.Section 54956.9(a)to confer with its attorney regarding pending litigation which has been initiated formally and to which the city is a party. The ' title of the litigation Is In re:Orange County; U.S.Bankruptcy Court Case#SA 94-22272 JR Administratively Consolidated with Case#SA-94-22273 JR. (120.80) Closed Session -City Council pursuant to G.C.Section 54956.9(a)to conferwith its attorney regarding pending litigation which has been Initiated formally and to which the city is a party. The title of the litigation is City of Huntington Beach v.Merrill Lynch Pierce Fenner&Smith, Inc.et al. United States DIstrict Court Case No. SACV95-189 LHM(EEX). (120.80) Closed Session -City Council pursuant to G.C. Section 54956.9 (a)to conferwith its attorney regarding pending litigation which has been initiated formally and to which the City is a party Joint agreement of the county of orange the official investment pool participants' committee and each option a pool participant for resolution of all claims against the county of Orange Closed Session -City Council pursuant to G.C.Section 54957.6 to meet with its designated representatives William Osness, Personnel Director and Daniel Cassidy, Esq., Llebert, Cassidy& Frierson regarding labor relations matters -meet&confer re:the following employee organizations: MSOA, POA, PMA, MEA, MEO,HBFA,&SCLEA. (120.80) Recess Council/Redevelopment Agency to Closed Session Reconvene City Council/Redevelopment Agency. Public Comments $ " 'Ci\ CHICAGO TITLE COMPANY 16969 VON KARMAN, IRVINE, California 92714 Phone: (714) 263-2500 Fax: (714) 263-0366 September 7, 1995 C�Ty ATTORUEr Nr1�tT►Nf rr�OF .�e Art DelAloza, Esq. scrow No. : C95031 -V.W Huntington Beach Redevelopement Agency Property: 21100 PACIFIC COAST HWY City of Huntington Beach HUNTINGTON BEACH, 2000 Main Street California Huntington Beach, Ca 92648 Dear Mr. DeLaLoza: Per the request of Rutan & Tucker, enclosed herewith are the following items in reference to the above transaction: 1. Original Consent and Estoppel Agreement (Adjacent Property Ground Lease) ; 2. Original Consent and Estoppel Agreement (Ground Lease) . If you have any questions, please do not hesitate to contact the undersigned. Sincerely, Meral Alcin for Margie Wheeler Senior Escrow Officer Encl. M«/ma GENEFK�$3,19/83-8K Of -, RECEIVED FROM emG - AND MADE A PART OF E REC RU A ' THE COUNCIL MEETIN OF v V OFFICE OF THE CITY CLERK CONNIE BROOKWAY,CITY CLERK R�'rORDING REQUESTED BY AND WHEN RECORDED MAIL TO: RE8E411E0 Fr AND MADE A-14*;i OP=:,E aEEC010 4 . RUTAN & TUCKER ME OF OFFICE 0; CT:%c�,*F ;LERK P.O. BOX 1950 CONNIE BROGMVA r,CITY CLERK Costa Mena, CA 92628-1950 _ Attn: Lori Sarner Smith. Esq. Space above this line for Recorder's use only EE!QIPROCA #,FIRE_LANFL--ACCES, FASEMEN1 AGREEM /7199511by THIS RECIPROCAL FIRE LANE ACCESS EASEMENT AGRis "Agreement") is made as of this day of and among THE REDEVELOPMENT AGENCY OF THE CITY OF HUMNGTON BEACH, a public body, corporate and politic ("Agency") , ERT L. MAYER, as Trustcc of the Robert L. Mayer Trust of 198 , dated June 22, 1982, as amended ("Mayer Trunt") , and WATERFRO CONSTRUCTION #1, a California limited partnership ("Waterfront Construction") , A. Agency is the fee owner of tha certain real property located in the Ccunty of Orange, Sty a of California, more particularly described in Exhibit "A" attached hereto and by this reference incorporated herein (the "May& Trust Property") and that certain real property located in th County of Orange, State of California, more particularly desc ibed in Exhibit "Bu attached hereto and by this refercncc into prated herein (the "waterfront Construction Property") . The Mayer Trust Property and the Waterfront Construction Prop ty are sometimes collectively referred to herein as the "Sub ect Property. " S. Mayer Trust holds leasehold estate in the Mayer Trust Property created by that c fain Third Amended and Restated Lease dated April 281 1989, bet een Agency and Mayer Trust, as amended, a memorandum of which as recorded on November 30, 1992, as InstrumenL• . No. 92-8183 9 in the Official Records of the Orange County Recorder May Trust Leave") . C. Waterfron Construction holds a leasehold estate in the Waterfront Cosst tion Property created by that certain Lease dated April 28, 89, between Agency and Waterfront Construction, as amended, a m�ee orandum of which was recorded on April 28, 1989, as Instrument N6. 89-225546 in the Official. Records of the Orange County Record i- ("Waterfront Construction Lease") . D. A envy and Mayer Trust desire to grant to the owner of the Waterfront Construction Property and its tenants, subtenants, customer, invitees and licensees, including without limitation, Waterfront Construction, an easement for vehicular ingress, egress and access on the portion of the real property legally described on . - -- F52�31<1�SS1�1>txll121S3394.3 iOR+Il145 z t page 1 of Exhibit "C" and depicted on page 2 of Exhibit, 11c" which is located on the Mayer Trust Property, subject to the right of Mayer Trust to relocate same as more particularly described herein ("Access Easement") . The Access Easement is granted in connection with use of a fire access road previously constructed on the Waterfront Construction Property and the Mayer Trust Property and presently required for the operation of the improvements on the Waterfront Construction Property. E. Agency and Waterfront Construction desire to grant to the owner of the Mayer Truat Property and its tenants, subtenants, customer, invitees and licensees, including, without limitation, Mayer Trust, an easement for vehicular ingress, egress and access on the portion of the Access Easement which is located on the Waterfront Construction Property, subject to the right of Mayer Trust to relocate name as more particularly described herein. NOW, THEREFORE, incorporating the foregoing recitals and in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, Agency, Mayer Trust and Waterfront Construction covenant and declare that their respective interests in the Subject Property shall be held and conveyed subject to the covenants, conditions and easements set forth below, which covenants, conditions and easements are hereby declared to be for the benefit of said respective interests in the Subject Property, the owners of said interests and their successors and assigns, and further agree as follows: 1. Rggiprocnl Right„ gf Way and Access. Easement, a. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, Agency and Mayer Trust, for themselves and their respective successors and assigns, reserve for themselves and their respective tenants, subtenants, successors, assigns, agents, licensees and invitees (including employees and guests) and hereby convey to the owner of the Waterfront Construction Property, and its tenants, subtenants, successors, assigns, agents, licensees and invitees (including, but not limited to, Waterfront construction and its employees and guests) an easement appurtenant to the Waterfront Construction Property and right- of-way in, upon, over, and under that portion of the Access Easement located on the Mayer Trust Property. b. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, Agency and Waterfront construction, for themselves and their respective successors and assigns, reserve for themselves, their respective tenants, subtenants, successors, assigns, licensees, agents and invitees (including employees and guests) and hereby convey to the owner of the Mayer Trust Property, its tenants, _ -2- F=383'OQfMMM1353993 aDVI V9.1 r T T cubtenants, successors, assigns, licensees, agents and invitees (including, but not linited to, Mayer Trust and its employees and guests) an easement appurtenant to the Mayer Trust Property and right-of-way in, upon, over, and under that portion of the Access Easement located on the Waterfront Conetruction Property. 2. Use of Access Easement. The Access Easement shall be for . the exclusive use of Agency, Mayer Trust, Waterfront Construction, and their respective tenants, subtenants, employees, agents, customers, guests and invitees as necessary for the use of the fire access lane. The Access Easement eha1Z be used for the purpose of ingress, egress, access, circulation and fire access for the use and benefit of the Waterfront Construction Property and the Mayer Trust Property.' The use of the Access Easement shall be subject to such reasonable rules and regulations regarding the manner of use thereof as Mayer Trust, during the term of the Mayer Trust Lease, and the Agency thereafter, may from time to time promulgate, so long as such rules and regulations do not unreasonably interfere with the use of the Access Easement by the Waterfront Construction Property. 3. Insurance. At all times, each party to this Agreement and each of their successors and assigns (expressly excluding the Agency, but including the Agency's tenants, successors and assigns) shall maintain, and provide to the other parties evidence of public liability insurance naming Agency, Waterfront Construction and Mayer Trust as co-insureds, naming any lender having a security interest in the Waterfront Construction Property as an additional insured and naming any lender having a security interest in the Mayer Trust Property which requests same as additional insured, covering the Access Easement and having policy limits of at least TWO MILLION DOLLARS ($2,000, 000.00) combined single limit. Such public liability insurance shall: (i) contain a cancellation clause making it mandatory that at least thirty (30) days' prior written notice be given to Agency, Waterfront Construction, Mayer Trust, any lender of Waterfront Construction, and, if requested, any lender of the Mayer Trust, before any reduction or cancellation of coverage; (fi) be primary insurance and not contributory with any other insurance which the other party's may have; (iii) Contain no .special limitations on the scope of protection afforded to the other parties and their employees and agents; (iv) be "date of occurrence" and not ,claims made" insurance; (v) apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the inburer' s liability; (vi) be written by a good and solvent insurer qualified to do business in the State of California and registered with the California State Department of Insured; and (vii) contain a maximum deductible or self-insured retention of TEN THOUSAND DOLLARS ($10,000.00) . Such provisions shall be reflected on certificates of insurance provided to each party annually. 4. Maintenance of Access-Easement. Waterfront Construction, during the term of the Waterfront Construction Lease, and the -3- f'SZ13631p6 5W4W1U1JJJW3 SWIM MS i { i holder of any subsequent leasehold or fee interest in the Waterfront Construction Property thereafter, shall maintain and repair the Access Easement and all facilities thereon in a good and orderly condition, including such trash pickup, sweeping, cleaning, restriping, repaving and other work as necessary in order to make use of the Access Easement and shall pay all utility costs for the Access Easement, if any. Mayer Trust, during the term of the Mayer Trust Lease, and the holder of any subsequent leasehold or fee interest in the Mayer Trust Property thereafter, agrees to reimburse Waterfront Construction or the owner of the Waterfront Construction Property for its proportionate share of said maintenance and utility costs; provided, however, that there shall be no obligation to reimburse maintenance and utility costs during any period the Mayer Trust Property is vacant. The amount to be reimbursed shall be mutually determined based on the actual use of the Access Easement by the Mayer Trust or the then holder of the leasehold interest or owner of the Mayer Trust Property, as applicable. Notwithstanding anything contained herein to the contrary, the foregoing obligations shall not be binding upon Agency, but shall be binding upon the tenants, subtenants, successors and assigns of Agency. 5. . eloc .tion and--Improvement. a. Mayer Trust shall have the right, upon written notice to Waterfront Construction, to relocate, realign and/or reconstruct any portion of the Access Easement onto other • portions of the Mayer Trust Property in Mayer Trust's sole and absolute discretion, provided, however, that any material modification to the Access Easement shall not be made by Mayer Trust without the consent of the Fire Department of the City of Huntington Beach or the further consent of the Agency. Waterfront Construction agrees not to unreasonably withhold its consent to Mayer Trust' s request to realign and/or reconstruct the Access Easement on portions of the Waterfront Construction Property not improved with structures. Any such relocation, realignment and/or reconstruction shall be at the sole cost and expense of Mayer Trust. b. Waterfront Construction, during the term of the waterfront Construction Lease, Mayer Trust, during the term of the Mayer Trust Lease, and the owner of the Waterfront Construction Property or Mayer Trust Property thereafter, as applicable, shall have the right to make alterations or improvemeutu to the Access Easement at said parties' sole cost and expense, with the prior written consent of the other party, which consent may not be unreasonably withheld. The parties hereto agree that it shall not be unreasonable for the Mayer Trust to withhold its consent to a proposed improvement or alteration if, among other reasons, Mayer Trust believes the proposed improvement or alteration may interfere with or adversely impact the Mayer Trust's development plans for the Mayer Trust Property. _4 ?=33WQSS19114WtU1JS399.7 +10d11e/9; C. Prior to commencing any such relocation or improvements, the party performing such relocation or improvements shall provide the other parties, including the Agency, with reasonable proof that any individuals or entities (including, but not limited to said parties' agents, employees and independent contractors) entering onto the Access Easement for such purposes are covered by (i) statutory worker's compensation insurance and (ii) public liability insurance satisfying the requirements applicable to the public liability insurance to be carried under Paragraph 3 above. With respect to any entry on or work conducted an the Access Easement, L-he relationship between Waterfront Construction and Mayer Trust will be that of owner and independent contractor, as applicable. 6. Liens. Each party hereto shall promptly pay and discharge all demands for payment relating to the Access Easement for actions by or under said party, and shall take all other steps to avoid the assertion of claims or liens against the Access Easement. In the event a claim or lien is recorded against the Access Easement attributable to work done by or under a party hereto, said party, within twenty (20) days of such recordation, shall record or deliver a surety bond sufficient to release such claim or lien in accordance with applicable law, or provide the other parties with such other assurances as they may reasonably require for the payment of the claim or lien. Each party may elect to record and post notices of nonresponsibiliry from time to time on and about the Access Easement. 7. Indemnity. (a) Each party hereto agrees to indemnify, defend, and hold the other parties hereto free and harmless from and against any and all losses, claims, demands, liens, causes of action, defenses, damages, costs and expenses of any kind or nature, including without 'limitation, attorneys' fees and costs, relating to or arising out of the use of the Access Easement by said party and its respective tenants, subtenants, employees, guests, invitees, licensees, agents, independent contractors and others claiming under said party, excluding, however, any such losses, claims, demands, liens, causes of action, defenses, damages, costs or expenses ariaing' nut of or relating to the negligence or willful acts or omissions of the other parties and their respective its tenants, subtenants, employees, guests, agents, invitees licensees, agents, independent contractors and others claiming under said other parties. Notwithstanding anything contained herein to the contrary, the foregoing indemnity shall not be binding upon Agency, but shall be binding upon the tenants, subtenants, successors and assigns of Agency. (b) Mayer Trust agrees to indemnify, defend, and hold the Agency free and harmless from and against any and all losses, claims, demands, liens, causes of action, defenses, -5- F=3T1W58O-ouut1Z=993 �r�utivo5 damages, costs and expenses of any kind or nature, including without limitation, attorneys' fees and costs, relating to or arising out of the use of the Access Easement by the Mayer Trust and its respective tenants, subtenants, employees, guests, invitees, licensees, agents, independent contractors and others claiming under the Mayer Trust, to the extent such use of the Access Easement results In any claim against the Agency pursuant to that certain Mobilehome Acquisition and Relocation Agreement dated September 26, 1986 ("MAR Agreement") by and between the Agency, RLM Properties, Ltd. , a California limited partnership (predecessor in interest on the Mayer Trust Property to the Mayer Trust) , Driftwood Beach Club Mobile Homeowners Association, Inc. , a California nonprofit corporation, and the Individual Tenants who have executed said MAR Agreement, including without limitation, any claim that the construction and use of the Access Easements constitutes development of any portion of the Site beyond Conversion Phase pursuant to Section 4 (e) (iii) of the MAR Agreement (as such terms are defined in the MAR Agreement) . Notwithstanding anything contained herein to the contrary, the indemnity set forth in this Paragraph 7 (b) shall be personal to the Mayer Trust and shall not run with the Mayer Trust Property or the Waterfront Construction Property and no reference in this Agreement to the MAR Agreement shall be construed as constituting any burden arising from the MAR Agreement on the Mayer Truat Property or the Waterfront Construction Property. 8. Sindina Covenants. _ e�guceesors. Except as provided in Paragraph 7(b) above, Agency, Waterfront Construction and Mayer Trust intend that the grants, covenants, conditions, and restrictions contained herein shall run with the land for the benefit of the owners, occupants, tenants, successors and assigns of the Waterfront Construction Property and the Mayer Trust Property, respectively, and shall bind and inure to the benefit of Agency, Waterfront Construction and Mayer Trust and their respective tenants, subtenants, heirs, personal representatives, successors, assigns and any and all successive owners of the Access Easement, the Waterfront Construction Property and the Mayer Trust Property; provided, however, that if a party sells any portion of its interest in and to the Subject Property, said transferring party shall be automatically freed and relieved from and after the bate of such sale of all liabilities respecting the performance of any agreements or obligations on the part of such party contained in this Agreement thereafter to be performed with respect to the interest so sold, it being intended hereby that the agreements and obligations contained in this instrument on the part of each party shall be binding on such party only during its ownership, but that the selling party stall remain liable for any obligations incurred prior to the date o! such sale. 9 . Breach Shall Not Defeat Deed of_'rust. No breach by any party of any of the terms, conditions, covenants or restrictions of this Agreementi shall defeat or render invalid the lien of any deed -6- U=3S3Wb3319U4n11%2135344.3 OX11 5 of trust made in good faith and for value encumbering all or any portion of the Subject Property, but such terms, Conditions, covenants or restrictions shall be binding upon and effective against any person who acquires title to any such portion of the Subject Property by foreclosure, trustee' s gale, deed in lieu of foreclosure or otherwise. 10. Brea h Shall Not Permit Termination. It is expressly agreed that no breach of this Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement, but this limitation shall not affect, in any manner, any other right or remedies which either party may have hereunder, or at law or in equity by reason of any breach of this Agreement, including, but not limited to, damages and/or injunctive relief. 11. Nan-Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Subject Property to the general public or for any public use or purpose whatsoever, it being the intention of the parties hereto and Lheir successors and assigns and that nothing in this Agreement, expressed or implied, shall confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement, 12. Governing_Laws. This Agreement shall be construed in accordance with the laws of the Statc of California. 13. Severabilfty. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement (or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable) , except those terms, provisions or conditions which are made subject to or conditioned upon such invalid or unenforceable Lerms, provisions or conditions, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14 . Attorneys' Fees. In Lhc event of any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys* fees . and costs. 15. Modifications. This Agreement and the easements granted hereunder may not be amended or otherwise modified, except by an agreement in writing signed by the parties hereto. No such amendments or modifications shall have any force or effect whatsoever unless and until they are written and executed in such a manner, 16. Recordatiort of FasemPntel Character of Easements. This Agreement shall be recorded in the Office of the Recorder of the -7- �7a3w�3u�ac�lutss3v9.3 sna;uws County of Orange and shall serve as notice to all successive owners that the Mayer Trust Property, the Access Easement and the Waterfront Construction Property shall be benefited and/or restricted in the manner herein described, subject to the limitations get fcrth in Paragraph '/ (b) above. Each easement granted pursuant to the provisions hereof is expressly for the benefit of the property of the grantee thereof, and such property benefited shall be the dominant estate and the property upon which such easement is located shall be the servient estate, but where this Agreement provides that only a portion of the Subject Property is bound and burdened, or benefited, as the case may be, by a particular easement, only that portion so bound and burdened, or benefited, as the case may be, shall be deemed to be the servient or dominant tenement, as the case may be. 17. rxhibite. Exhibits "A", = and NCR attached hereto are incorporated herein by reference. IN WITNESS WHEREOF, Agency, Mayer Trust and Waterfront Construction have executed this Reciprocal Fire Lane Access Easement Agreement on the day and year first above written. .ATTEST THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic By: By: Agency Secretary Chairman "Agency" ROBERT L. MAYER, ac Trustee o the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended *Mayer Trust" WATERFRONT CONSTRUCTION #1, a California limited partnership By: THE WATERFRONT, INC. , a California corporation, General Partner By: Its: "Waterfront Construction" STATE OF ) ss . COUNTY OF ) On 1995, before mA, , personally appeared ROBERT L. MAYER, personally--Known to me (or proved to cue on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their aignature (s) on the instrument the person(s) or the entity upon behalf of which the person (s) acted, executed the instrument . Witness my hand and official seal . Notary Public (SEAL) STATE OF ) ab. COUNTY OF ) On 1995, before ate, , personally- appeared , personally known to me or proved to me on the basic of satisfac- tory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person (s) or the entity upon behalf of which the person(G) acted, executed the instrument. Witness my hand and official seal. Notary Public (SEAL] FS2V83ti0L35i�0(bllZl.�iJ49.3 �ASl16/95 T STATE OF CALIFORNIA ) ) sA. COUNTY OF } On 1995, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the persons) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hcr/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person(g) or the entity upon behalf of which the person (s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL) STATE OF CALIFORNIA ) as . COMITY OF � On , before me, , personalry appeared personally known to me or prove to me on the basis o satisfac- tory evidence) to be the peroun(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] -10- rs2u��ss�+aanoiu�sx��s.� �otvter� var.ti L.• a.r a.r. Y arLay...• t.4. v �r ..rr r rr..• r •.ti•.r. V arra.yr• •rr r. r rru... r� EXHIBIT'A" LEGAL VE50MION bF MAYER-TRUS1 PROPERTY The Mayer Trust Property is that certain real property located In the County of Orange, State of California, more particularly described as follows: THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, 1N THE CITY OF HUN11NGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE WESTERLY 111.91 FEET ALONG THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION TO A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA IN BOOK 6168, PAGE 667 OF OFFICIAL RECORDS, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 30 29'43'WEST 593.12 FEET; THENCE SOUTH 25°32' 14' WEST 386.94 FEET; THENCE SOUTH 110 44'36' EAST 771.48 FEET;THENCE SOUTH 780 15' 24' WEST 82.75 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF PACIFIC COAST HIGHNAY, AS DESCRIBED IN BOOK 455, PAGE 400 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, NORTH 5r 05' 09'WEST 2409.77 FEET TO THE SOUTHEASTERLY RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET 1N WIDTH AS NOW LAID OUT; THENCE ALONG SAID SOU rNEASTERLY RIGHT OF WAY LINE, NORTH 370 54'V EAST 299.35 FEET TO AN ANGLE POINT; THENCE NORTH 00 17' 36"EAST 20.44 FEET ALONG THE EAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT,TO THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE EASTERLY 1844.00 FEET ALONG SAID NORTH LINE TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORT1014 THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH UNE OF SAID LAND, NORTH 890 43' EAST 590.00 FEET FROM THE CENTER LINE OF SAID HUNTINGTON AVENUE; THENCE NORTH 896 43' EAST 200.00 FEET; THENCE SOUTH 00 17' EAST 150.00 FEET; THENCE SOUTH 8v 43' WEST 200.00 FEET;THENCE NORTH 0° 1T WEST 150.00 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION INCLUDED WITHIN TRACT NO. 13045 AS PER MAP FILED IN BOOK 628, PAGES 46 AND 47 OF SAID MISCELLANEOUS MAPS. ALL AS SHOWN ON THE ATTACHED PAGE 2 OF THIS EXHIBIT OX ATTACHED HERETO AND MADE A PART HEREOF. EXHIBIT OK PAGE 1 OF 2 )L %,A Li •1\L'.fL\ tY IItIW\. %-ol • U La al'J s 7•A'i{A{ • {XL.{it.\ ai {LL{W\ f AV VI'1 IVVY•+•A N/LY LINE 5 1/2 NE 1/4 SEC 14 e T b S. R It V. M.M. 51/4 ` 1 �� {� too /v;o 0 � J A� l m arc �<t yj� °gyp. EXHIBIT *A" .4-249 SCALE$ I' ■ 3001 PACE 2 OF 2 /.*D4� EXHIBIT"B" LEGAL DESCRIPTION OF WATERFRONT CONSTRUCTION PROPERTY The Waterfront Construction Property Is that certain real property located in the County of Orange, State of California, more particularly described as follows: PARCEL 1: LOT 1 OF TRACT NO. 13045 AS PER MAP FILED IN BOOK 628 PAGES 46 AND 47 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS,AS PER MAP FILED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING ATA POINT IN THE SOUTH LINE OF SAID NORTH HALF THAT IS DISTANT THEREON NORTH W 43'07'EAST 103.26 FEET FROM THE CENTER LINE OF HUNTINGTON STREET,AS SHOWN ON RECORD OF SURVEY NO. 81-1151, FILED IN BOOK 103, PAGES 28 AND 29 OF RECORDS OF SURVEY IN THE OFFICE OF SAID COUNTY RECORDER,:SAID POINT BEING ON A NON-TANGENT 2355.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHWESTERLY,A RADIAL TO SAID POINT BEARS NORTH 310 56'15" EAST,THENCE NORTHWESTERLY 5.94 FEETALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00 08'40'TO THE BEGINNING OF A 32.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHERLY,THENCE WESTERLY 41.11 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 736 36'25'TO SAID SOUTH LINE;THENCE NORTH 890 43'Cr EAST43.24 FEET ALONG SAID SOUTH LINE TO THE POINT OF BEGINNING. ALL AS SHOWN ON THE ATTACHED PAGE 2 OF THIS EXHIBIT OW ATTACHED HERETO AND MADE A PART HEREOF, EXHIBIT'B" PAGE 1 OF 2 .ra,.fi L a •muata.a u a L.a. r V L1 WJ.+ r Y•J.604.4 r N1.+aA.► ►Y iL'LI►L1\ ' 114 %J 1'2 1►JaJU 0s 1%J DA 2355.00' .�v� % 2. d ■ 73036•25- 6 Net � R • 32.00' L 41.11' N 31 47.35• E 3. N 89'43.07' E 43.24• FAR AD �5L Y 2 L50 E W- � O ti • "n i� r = PARCEL I o TRACT NO. 13045 LOT 1 n.m. UL i U t A2 M COAST H I GWAY �' p�1GtfIC EXHIBIT "B" 3.2-es SCALE 1 1 80' PAGE 2 OF 2 . EXHIBIT "C" LEGAL THE EASEMENT AREA IS THAT CERTAIN REAL PROPERTY LOCATED IN HUNTINGTON BEACH, IN THE COUNTY OF ORANGE; STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 OF TRACT NO. 13045 AS PER MAP RECORDED IN BOOK 628 PAGES 46 THROUGH 47 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;, THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT 1 NORTH 53'05'40" WEST 20.00 FEET; THENCE NORTH 36*54020" EAST 270.46 FEET; THENCE SOUTH 53`05 '40" EAST 5.00 FEET; THENCE NORTH 36154'20" EAST 22.36 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 112 .00 FEET; THENCE ALONG SAID CURVE 48.88 FEET THROUGH A CENTRAL ANGLE OF 25000'28". TO A POINT OF REVERSE CURVE. HAVING A RADIUS OF 48.00 FEET; THENCE ALONG SAID REVERSE CURVE 20.95 FEET THROUGH A CENTRAL ANGLE OF 25600'28" TO THE NORTHEASTERLY CORNER OF SAID LOT 1 ; THENCE ALONG THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF SAID LOT 1 . SOUTH 48'43'21 " EAST 24.05 FEET TO A POINT ON A CURVE. CONCAVE NORTHWESTERLY. HAVING A RADIUS OF 72.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT HAVING A BEARING OF SOUTH 5i '38'08'' EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE 29.59 FEET THROUGH A CENTRAL ANGLE OF 23032'56" TO A POINT OF REVERSE CURVE, HAVING A RADIUS OF 88.00 FEET; THENCE ALONG SAID REVERSE CURVE 38.41 FEET THROUGH A CENTRAL ANGLE OF 25'00'28' ; THENCE SOUTH 36'54 '20" WEST 32.82 FEET TO THE BEGINNING OF A CURVE. CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 FEET; THENCE ALONG SAID CURVE 36.57 FEET' THROUGH A CENTRAL ANGLE OF 10028'31 " TO A POINT OF REVERSE CURVE HAVING A RADIUS OF 100.00 FEET; THENCE ALONG SAID REVERSE CURVE 18.28 FEET THROUGH A CENTRAL ANGLE OF 10028'310 ; • THENCE SOUTH 36054'20' WEST 205.46 FEET; THENCE NORTH 53'05'40" WEST A DISTANCE OF 4.00 FEET TO THE POINT OF BEGINNING. ALL AS SHOWN ON THE ATTACHED PAGE 2 OF THIS EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF. L L c 12/31/55 EXHIBIT "C" GRANT OF EASEMENT PAGE 1 OF 2 N.E. CORNER, LOT 1 . TRACT NO. 13045. N 48'43'21" W I .N. 028/48-47 24.05' a25'00'2a' LR-710. &23`32 DSO" 9S �A-72,00 2s� � L•29.58' 6-25*CO'28' i FW 12.00' L-48.ea' e45.00'280 1 R-aa.00' Lw38.4t "MAYER TRUST N 36.54020" E ; PROPERTY" 22.36' c; I N 53.05'40' W '� N 36'54120' E 5.00' r 32.82' 0 N "WATERFRONT I , CONSTRUCTION • PROPERTY" It L�a.57' 0 Lor I N� 7AACT NO. 13046 4' MAL 828145-47 oI A.10.29'31 R-100.00' 1pii 24' •r 20• 9 4' IW S.E. CORNER. LOT 1 . n TRACT NO. 13045, I In M.M. 828/4"7 N 53'05040• w FACHc COAST tK*IWAY FUSCOE, „ EXHIBIT � BNGQ�RING >a SCALE: 1` - 30' PAGE 2 OF 2 uo ,• , � �,Wr CHICAGO TITLE COMPANY, RECORDING REQUESTED BY °�_ � L� AND WHEN RECORDED MAIL TO: 01--SEP--1$9503:49 FM RUTAN & TUCKER F,ecorded in Official Records P.O. Box 1950 of Grasse Coupe y, California Costa Mesa, CA 92628-1950 Gary L. Cranville, Clerk-feccorder Attn: Lori Sarner Smith, Esq. Pam l of 15 Fees: $ 49,0.+ Tax% $ 01 , Space above this line for Recorder's use only L RECIPRQCAL FIRE LANE ACCESS-EASEMENT -AGREEMENT A THIS RECIPROCAL FIRE LANE ACCESS EASEMENT AGREEMENT (this (L "Agreement") is made as of this 12:t2 day of ,,,T' , 1995 by and among THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, (� a public body, corporate and politic ("Agency") , ROBERT L. MAYER, ry as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, Qc 1982, as amended ("Mayer Trust") , and WATERFRONT CONSTRUCTION #1, a California limited partnership ("Waterfront Construction") . A. Agency is the fee owner of that certain real property located in the County of Orange, State of California, more narticularly described in Exhibzt "A" attached hereto and by this reference incorporated herein (the "Mayer Trust Property") and that certain real property located in the County of Orange, State of California, more particularly described in Exhibit "B" attached hereto and by this reference incorporated herein (the "Waterfront Construction Property") . The Mayer Trust Property and the Waterfront Construction Property are sometimes collectively referred to herein as the "Subject Property. " B. Mayer Trust holds a leasehold estate in the Mayer Trust Property created by that certain Third Amended and Restated Lease dated April 28, 1989, between Agency and Mayer Trust, as amended, a memorandum of which was recorded on November 30, 1992, as Instrument No. 92-818329 in the Official Records of the Orange County Recorder ("Mayer Trust Lease") . C. Waterfront Construction holds a leasehold estate in the Waterfront Construction Property created by that certain Lease dated April 28, 1989, between Agency and Waterfront Construction, as amended, a memorandum of which was recorded on April 28, 1989, as Instrument No. 89-225546 in the Official Records of the Orange County Recorder ("Waterfront Construction Lease") . D. Agency and Mayer Trust desire to grant to the owner of the Waterfront Construction Property and its tenants, subtenants, customer, invitees and licensees, including without limitation, Waterfront Construction, an easement for vehicular ingress, egress and access on the portion of the real property legally described on FS213&350635A(1.0(0CgL'1s5399.6 i08J3(1193 i 1 page 1 of Exhibit "C" and depicted on page 2 of Exhibit " " which is located on the Mayer Trust Property ("Access Easement") . The Access Easement is granted solely for use of the fire access road for emergency vehicle and related emergency pedestrian ingress and egress and for no other purpose ("Emergency Access") as previously constructed on the Waterfront Construction Property and the Mayer Trust Property. E. Agency and Waterfront Construction desire to grant to the owner of the Mayer Trust Property and its tenants, subtenants, customer, invitees and licensees, including, without limitation, Mayer Trust, an easement for emergency vehicular ingress, egress and access for Emergency Access only on the portion of the Access Easement which is located on the Waterfront Construction Property. NOW, THEREFORE, incorporating the foregoing recitals and in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, Agency, Mayer Trust and Waterfront Construction covenant and declare that their respective interests in the Subject Property shall be held and conveyed subject to the covenants, conditions and easements set forth below, which covenants, conditions and easements are hereby declared to be for the benefit of said respective interests in the Subject Property, the owners of said interests and their successors and assigns, and further agree as follows: 1. Reciprocal_Fire Lane Access, Easement. (a) For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, Agency and Mayer Trust, for themselves and their respective successors and assigns, reserve for themselves and their respective tenants, subtenants, successors, assigns, agents, licensees and invitees (including employees and guests) and hereby convey to the owner of the Waterfront Construction Property, and its tenants, subtenants, successors, assigns, agents, licensees and invitees (including, but not limited to, Waterfront Construction and its employees and guests) an easement appurtenant to the Waterfront Construction Property for Emergency Access only in, upon, over, and under that portion of this Easement located on the Mayer Trust Property for the term of the Waterfront Construction Lease. (b) For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, Agency and Waterfront Construction, for themselves and their respective successors and assigns, reserve for themselves, their respective tenants, subtenants, successors, assigns, licensees, agents and invitees (including employees and guests) and hereby convey to the owner of the Mayer Trust Property, its tenants, subtenants, successors, assigns, licensees, agents and -2- FST383WhSSRA1-000I%2ISS399-6 a08M-93 invitees (including, but not limited to, Mayer Trust and its employees and guests) an easement appurtenant to the Mayer Trust Property for Emergency Access only in, upon, over, and under that portion of the Access Easement located on the Waterfront Construction Property for the term of the Waterfront Construction Lease only. (c) The parties expressly understand and agree that the rights granted under this Agreement are for Emergency Access only and no other purpose and do not include rights of general ingress and egress over the Access Easement or any other rights whatsoever. 2 . Use of Access Rasemgnt . The Access Easement shall be for the use of Agency, Mayer Trust, Waterfront Construction, and their respective tenants, subtenants, employees, agents, customers, guests and invitees for Emergency Access and for no other purpose. 3 . Insurancg. At all times, each party to this Agreement and each of their successors and assigns (expressly excluding the Agency, but including the Agency' s tenants, successors and assigns) shall maintain, and provide to the other parties evidence of public liability insurance naming Agency, Waterfront Construction and Mayer Trust as co-insureds, naming any lender having a security interest in the Waterfront Construction Property as an additional insured and naming any lender having a security interest in the Mayer Trust Property which requests same as additional insured, covering this Easement and having policy limits of at least TEN MILLION DOLLARS ($20, 000, 000.00) combined single limit. Such public liability insurance shall : (i) contain a cancellation clause making it mandatory that at least thirty (30) days' prior written notice be given to Agency, waterfront Construction, Mayer Trust, any lender of Waterfront Construction, and, if requested, any lender of the Mayer Trust, before any reduction or cancellation of coverage; (ii) be primary insurance and not contributory with any other insurance which the other party's may have; (iii) contain no special limitations on the scope of protection afforded to the other parties and their employees and agents; (iv) be "date of occurrence" and not "claims made" insurance; (v) apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability; (vi) be written by a good and solvent insurer qualified to do business in the State of California and registered with the California State Department of Insured; and (vii) contain a maximum deductible or self-insured retention of TEN THOUSAND DOLLARS ($10, 000.00) . Such provisions shall be reflected on certificates of insurance provided to each party annually. 4 . Maintenance of Access Easement , Waterfront Construction, during the term of the Waterfront Construction Lease, and the holder of any subsequent leasehold or fee interest in the Waterfront Construction Property thereafter, shall maintain and repair this Easement and all facilities thereon in a good and orderly condition, including such trash pickup, sweeping, cleaning, -3- FS213&3XW55W-M112155399.6 W&W/95 7 f) restriping, repaving and other work as necessary in order to make use of the Easement and shall pay all utility costs for the Easement, if any. Mayer Trust, during the term of the Mayer Trust Lease, and the holder of any subsequent leasehold or fee interest in the Mayer Trust Property thereafter, agrees to reimburse Waterfront Construction or the owner of the Waterfront Construction Property for its proportionate share of said maintenance and utility costs; provided, however, that there shall be no obligation to reimburse maintenance and utility costs during any period the Mayer Trust Property is vacant. The amount to be reimbursed shall be mutually determined based on the actual use of the Access Easement by the Mayer Trust or the then holder of the leasehold interest or owner of the Mayer Trust Property, as applicable. Notwithstanding anything contained herein to the contrary, the foregoing obligations shall not be binding upon Agency, nor upon the tenants, subtenants, successors and assigns of Agency. 5 . Liens . Each party hereto shall promptly pay and discharge all demands for payment relating to the Access Easement for actions by or under said party, and shall take all other steps to avoid the assertion of claims or liens against the Access Easement. In the event a claim or lien is recorded against the Access Easement attributable to work done by or under a party hereto, said party, within twenty (20) days of such recordation, shall record or deliver a surety bond sufficient to release such claim or lien in accordance with applicable law, or provide the other parties with such other assurances as they may reasonably require for the payment of the claim or lien. Each party may elect to record and post notices of nonresponsibility from time to time on and about the Access Easement. 6. Indemnity. (a) Each party hereto agrees to indemnify, defend, and hold the other parties hereto free and harmless from and against any and all losses, claims, demands, liens, causes of action, defenses, damages, costs and expenses of any kind or nature, including without limitation, attorneys' fees and costs, relating to or arising out of the use of the Access Easement by said party and its respective tenants, subtenants, employees, guests, invitees, licensees, agents, independent contractors and others claiming under said party, excluding, however, any such losses, claims, demands, liens, causes of action, defenses, damages, costs or expenses arising out of or relating to the negligence or willful acts or omissions of the other parties and their respective its tenants, subtenants, employees, guests, agents, invitees licensees, agents, independent contractors and others claiming under said other parties. Notwithstanding anything contained herein to the contrary, the foregoing indemnity shall not be binding upon Agency, but shall be binding upon the tenants, subtenants, successors and assigns of Agency. -4- PST,383`,06558()- W1U135399.b a08130.93 (b) Mayer Trust agrees to indemnify, defend, and hold the Agency free and harmless from and against any and all losses, claims, demands, liens, causes of action, defenses, damages, costs and expenses of any kind or nature, including without limitation, attorneys' fees and costs, relating to or arising out of this Easement, to the extent such Easement results in any claim against the Agency pursuant to that certain Mobilehome Acquisition and Relocation Agreement dated September 26, 1988 ("MAR Agreement") by and between the Agency, RLM Properties, Ltd. , a California limited partnership (predecessor in interest on the Mayer Trust Property to the Mayer Trust) , Driftwood Beach Club Mobile Homeowners Association, Inc. , a California nonprofit corporation, and the Individual Tenants who have executed said MAR Agreement, including without limitation, any claim that the construction and use of this Easement constitutes development of any portion of the Site beyond Conversion Phase I pursuant to Section 4 (e) (iii) of the MAR Agreement (as such terms are defined in the MAR Agreement) . Notwithstanding anything contained herein to the contrary, the indemnity set forth in this Paragraph 7 (b) shall be personal to the Mayer Trust and shall not run with the Mayer Trust Property or the Waterfront Construction Property and no reference in this Agreement to the MAR Agreement shall be construed as constituting any burden arising from the MAR Agreement on the Mayer Trust Property or the Waterfront Construction Property. 7 . Binding-_Qgvenants. Euccepsorg. Except as provided in Paragraphs 1 (a) and (b) and 6 (b) above, Agency, Waterfront Construction and Mayer Trust intend that the grants, covenants, conditions, and restrictions contained herein shall run with the land for the benefit of the owners, occupants, tenants, successors and assigns of the Waterfront Construction Property and the Mayer Trust Property, respectively, and shall bind and inure to the benefit of Agency, Waterfront Construction and Player Trust and their respective tenants, subtenants, heirs, personal representa- tives, successors, assigns and any and all successive owners of the Access Easement, the Waterfront Construction Property and the Mayer Trust Property; provided, however, that if a party sells any portion of its interest in and to the Subject Property, said transferring party shall be automatically freed and relieved from and after the date of such sale of all liabilities respecting the performance of any agreements or obligations on the part of such party contained in this Agreement thereafter to be performed with respect to the interest so sold, it being intended hereby that the agreements and obligations contained in this instrument on the part of each party shall be binding on such party only during its ownership, but that the selling party shall remain liable for any obligations incurred prior to the date of such sale. 8 . Breach Shall Not Defeat De4g�of—Trust. No breach by any party of any of the terms, conditions, covenants or restrictions of this Agreement shall defeat or render invalid the lien of any deed of trust made in good faith and for value encumbering all or any -5- AS?�383VD6SSl0.]-0(X1I1215S399,6 ABI30.95 t portion of the Subject Property, but such terms, conditions, covenants or restrictions shall be binding upon and effective against any person who acquires title to any such portion of the Subject Property by foreclosure, trustee' s sale, deed in lieu of foreclosure or otherwise. 9. Breach Shall .Not Permit Termination. It is expressly agreed that no breach of this Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement, but this limitation shall not affect, in any manner, any other right or remedies which either party may have hereunder, or at law or in equity by reason of any breach of this Agreement, including, but not limited to, damages and/or injunctive relief . 10. Ngn-Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Subject Property to the general public or for any public use or purpose whatsoever, it being the intention of the parties hereto and their successors and assigns and that nothing in this Agreement, expressed or implied, shall confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. 11. Governing Lam. This Agreement shall be construed in accordance with the laws of the State of California. 12 . Severability. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement (or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable) , except those terms, provisions or conditions which are made subject to or conditioned upon such invalid or unenforceable terms, provisions or conditions, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 13 . Modifications . This Agreement and the easements granted hereunder may not be amended or otherwise modified, except by an agreement in writing signed by the parties hereto. No such amendments or modifications shall have any force or effect whatsoever unless and until they are written and executed in such a manner. 14 . Regordation of Easements; Char Easements. This Agreement shall be recorded in the Office of the Recorder of the County of Orange and shall serve as notice to all successive owners that the Mayer Trust Property, the Access Easement and the Waterfront Construction Property shall be benefited and/or restricted in the manner herein described, subject to the limitations set forth in Paragraph G (b) above. Each easement granted pursuant to the provisions hereof is expressly for the benefit of the property of the grantee thereof, and such property -6- FS21383"5580-0WIM55399.6 m08/30^95 benefited shall be the dominant estate and the property upon which such easement is located shall be the servient estate, but where this Agreement provides that only a portion of the Subject Property is bound and burdened, or benefited, as the case may be, by a particular easement, only that portion so bound and burdened, or benefited, as the case may be, shall be deemed to be the servient or dominant tenement, as the case may be. 15 . Exhibits . Exhibits "A" , 11B11 and " " attached hereto are incorporated herein by reference. IN WITNESS WHEREOF, Agency, Mayer Trust and Waterfront Construction have executed this Reciprocal Fire Lane Access Easement Agreement on the day and year first above written. ATTEST THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic A zw_� By: � By: -Agency Chairman p•�; G/f$k PlAgency" APPROVED AS TO FORM AND CONTENT: By: � • Fire Chief ROBERT L. MAYER, as Trtstee of the me Robert. L. Mayer Trust of 1982, dated June 22, 1982, as amended "Mayer Trust" WATERFRONT CONSTRUCTION #1, a California limited partnership By: THE WATERFRONT, INC. , a California corporation, General Partner By: �1 Its• TC "Waterfront Construction" -7- FS'W31065$80-00011I155399.6 @08/9(u95 STATE OF ss. COUNTY OF �`-CU►'LCf-k-- ) On i G 1995, before me, l�J �� /N rtj IZ . ell XICC personally a eared ROBERT L. MAYER, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal . Notary Public [SEAL] L OFFICIAL SEAL VIP.G',N'A R. PARKER !<aEaty PLblic-California STATE OF ORANGE COUNTY ss. My Cer.-m.Exp.Nov.22.1995 COUNTY OF On ! ,. C] �, 1995, before me, V 1 101- C- IIU personally appeared , personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person(s) or the entity upon behalf of which the person(B) acted, executed the instrument. Witness my hand and official seal. No-tarlk Public [SEAL] OFFICIAL SEAL Y�,-,• r'-�": VIRGINIA R.PARKER flo:ary Pt;blic-California r •r:'-: ORANGE COUNTY i�V MI Cc-M Exp.Nov.22.1995 -p- FS21383106594-0MIM55399.6 sOUK/95 • .r STATE OF CALIFORNIA ) ss. COUNTY OF � � ) On , 195, before me, �}° personally ppeared ' personally known to me {erg - terrev-1dancQ) to be the person(q whose name(s) 4--/are subscribed to the within instrument and acknowledged tome that +m-/e a-/they executed the same in h4-j4her4their authorized capacity(ies) , and that by h4-G Ttreir signature (,s� on the instrument the person(ff) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal . MAYN CE LJOHNM No Publ i '[SEt coku i 991m NWMV PJAC-•Coit 40 ORMGC coU *IMF Comm.6»res MAY 11.1"? MAY1j=L JOFMM COLOA.•991$36 STATE OF CALIFORNIA ) WV PWAC-Canemla ORM'GE GOUPfiY s s. MY Comm.E4*0 MAY 11.1997 COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and ackncwledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal . Notary Public [SEAL] -9- PS21363U5580-0D01%21553".6 a(18/30I95 EXHIBIT'A" LUAL.DESCRIUM OF MAYER 1=51 PROPERTY The Mayer Trust Property is that certain real property located in the County of Orange, State of California, more particularly described as follows: THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS SOLSAS, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE WESTERLY 111.91 FEET ALONG THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER-- OF SAID SECTION TO A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA IN BOOK 6168, PAGE 667 OF OFFICIAL RECORDS, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 3°29' 43' WEST 593.12 FEET; THENCE SOUTH 250 32' 14' WEST 386.94 FEET; THENCE SOUTH 110 44' 36' EAST 771.48 FEET, THENCE SOUTH 780 15' 24' WEST 82.75 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF PACIFIC COAST HIGHWAY,AS DESCRIBED IN BOOK 455, PAGE 400 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, NORTH 5211 05' 09'WEST 2409.77 FEET TO THE SOUTHEASTERLY RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT; THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE, NORTH 370 54' 51' EAST 299.35 FEET TO AN ANGLE POINT;THENCE NORTH 011171 36" EAST 20.44 FEET ALONG THE EAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT,TO THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE EASTERLY 1844.00 FEET ALONG SAID NORTH LINE TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LAND, NORTH 890 43' EAST 690.00 FEET FROM THE , CENTER LINE OF SAID HUNTINGTON AVENUE; THENCE NORTH 890 43' EAST 200.00 FEET, THENCE SOUTH 00 IT FAST 150.00 FEET; THENCE SOUTH 890, 43'WEST 200.00 FEET;THENCE NORTH 00 1T WEST 150.00 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION INCLUDED WITHIN TRACT NO. 13045 AS PER MAP FILED IN BOOK 628, PAGES 46 AND 47 OF SAID MISCELLANEOUS MAPS. ALL AS SHOWN ON THE ATTACHED PAGE 2 OF THIS EXHIBIT"A' ATTACHED HERETO AND MADE A PART HEREOF. EXHIBIT"A" PAGE 'I OF 2 i rl W� M LY LINE S 1/2 NE 1/4 SEC 14 � T 6 S. R 11 W. 11.H. 5 1 A a ti� to • n 40 ABC f� m �coy Sp. tt �r � sas— '�b EXHIBIT "A" 3-s-a9 SULU 1• 300' PAGE 2 OF 2 E:XHIBIT'B" LEGAL $IPTIQN QF WATERFRONT CONSTROTION PROPERTY The Waterfront Construction Property is that certain real property located In the County of Orange, State of California, more particularly described as follows: PARCEL is LOT i OF TRACT NO. 13045 AS PER MAP FILED IN BOOK 628 PAGES 46 AND 47 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN TH=RANCHO LAS BOLSAS,AS PER MAP FILED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF SAID NORTH HALF THAT IS DISTANT THEREON NORTH 690 43'07' EAST 103.28 FEET FROM THE CENTER LINE OF HUNTINGTON STREET, AS SHOWN ON RECORD OF SURVEY NO. 81-1151, FILED IN BOOK 103, PAGES 28 AND 29 OF RECORDS OF SURVEY IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING ON A NON TANGENT 2355.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHWESTERLY,A RADIAL TO SAID POINT BEARS NORTH 310 56' 15" EAST;THENCE NORTHWESTERLY 5.94 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00 08'40'TO THE BEGINNING OF A 32.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHERLY;THENCE WESTERLY 41.11 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 730 36'25"TO SAID SOUTH LINE;THENCE NORTH 890 43' 07' EAST 43.24 FEET ALONG SAID SOUTH LINE TO THE POINT OF BEGINNING. ALL AS SHOWN ON THE ATTACHED PAGE 2 OF THIS EXHIBIT"B"ATTACHED HERETO AND MADE A PART HEREOF. EXHIBIT"B" PAGE I OF 2 fit► O d • 0"08'40- ���•� / 1 R a 2355.000 / i 41.f1' N 31 47'35• E 3. M 89*43'07' E 43.24' PARCEL 2 K-3 LM:L5' E tAA e p n • 00 . ro - s a z PARCEL 3 o TRACT NO. 13045 o� LOT I m f1. UL i kL t Al FAC IFTC COAST H1GWAY EXHIBIT "B" SCALE% 1" 800 PAGE 2 OF 2 1.34.JlD¢ . i J 4 EXHIBIT "C" LEGAL _DUM ET ION OF EASEMENT SEA THE EASEMENT AREA IS THAT CERTAIN REAL PROPERTY LOCATED IN HUNTINGTON BEACH, IN THE COUNTY OF ORANGE; STATE OF CALIFORNIA. DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 OF TRACT NO. 13045 AS PER MAP RECORDED IN BOOK 628 PAGES 46 THROUGH 47 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;, THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT 1 NORTH 53'05'40" WEST 20.00 FEET ; THENCE NORTH 36*54'20" EAST 270.46 FEET; THENCE SOUTH 53*05*40" EAST 5.00 FEET; THENCE NORTH 36'54'20" EAST 22.36 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF. 112.00 FEET; THENCE ALONG SAID CURVE 48.88 FEET THROUGH A CENTRAL ANGLE OF 25000'28". TO A POINT OF REVERSE CURVE, HAVING A RADIUS OF 48.00 FEET; THENCE ALONG SAID REVERSE CURVE�20.95 FEET THROUGH A CENTRAL ANGLE OF 25'00'28" TO THE NORTHEASTERLY CORNER OF SAID LOT 1 ; THENCE ALONG THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF SAID LOT 1 . SOUTH 48'43'21 " EAST 24.05 FEET TO A POINT ON A CURVE. CONCAVE NORTHWESTERLY. HAVING A RADIUS OF 72.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT HAVING A BEARING OF SOUTH 51 '38'08" EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE 29.59 FEET THROUGH A CENTRAL ANGLE OF 23'32'56" TO A POINT OF REVERSE CURVE, HAVING A RADIUS OF 88.00 FEET; THENCE ALONG SAID REVERSE CURVE 38.41 FEET THROUGH A CENTRAL ANGLE OF 25'00'28 THENCE SOUTH 36054'2O" WEST 32.82 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 FEET; THENCE ALONG SAID CURVE 36.57 FEET' THROUGH A CENTRAL ANGLE OF 10'28'31 " TO A POINT OF REVERSE CURVE HAVING A RADIUS OF 100.00 FEET; THENCE ALONG SAID REVERSE CURVE 18.28 FEET THROUGH A CENTRAL ANGLE OF 10'28'31 " ; • THENCE SOUTH 36'54'20" WEST 205.46 FEET; THENCE NORTH 53'05'40" WEST A DISTANCE OF 4.00 FEET TO THE POINT OF BEGINNING. ALL AS SHOWN ON THE ATTACHED PAGE 2 OF THIS EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF. -CRff L U C TON, L& 534 7 W. 12PI/95 LNUSE E RES 1Z/31/95 Is EXHIBIT "C" GRANT OF EASEMENT PAGE 1 OF 2 .J N.E. CORNER, LOT 1 . TRACT NO. 13045, N 48*43*21a W M.M. 828/48-47 24.05' �~ `~ N l K QB . Z-27:2 A-23832'56" R-72.00 L-29.59' 6-25'00 R-112.00' r L-48.88' f jk, A-25'00'28" j R-88.00' 1 t-38.41 ' "MAYER TRUST N 3s•54'20'�E PROPERTY" 22.38' n f N 53'05'40" W i N 36'54'20' E 4 5.00' '`'I f 32.82' . II c "WATERFRONT I CONSTRUCTION PROPERTY" E 'V z L ( 0 ' ' R =241D0.000D `r L-36.57' o 04 LOT I N TRACT NO. 13045 w M.M. 82B/48-411 61 L-10028'31` N R-100.00 � L-18.28' . I �l 24' 20' N 4' Iw 0 ii t S.E. CORNER. LOT 1 . !p TRACT NO. 13045. N.N. 628/46-47 (z N 53005'40' W 1 PALM OOAST H WAY bm 1&0 FUSCOE �` EXHiBiT C ENGINS�RING N scA:.E: t` - 30' PAGE 2 OF 2 CONSENT AND ESTOPPEL AGREEMENT (Adjacent Property Ground Lease) August 30 , 1995 Lehman Brothers Holdings Inc. Three World Financial Center, 20th Floor New York, New York 10285 Attention: Xavier Sheid Re: Third Amended and Restated Lease dated April 28, 1989 by and between the Redevelopment Agency of the City of Huntington Beach, a- public agency, as "Lessor" , and Robert L. Mayer, as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended, as "Lessee" , as amended by the First Amendment to Third Amended and Restated Lease dated November 16, 1992 by and between Lessor and Lessee (collectively, the "Lease") Ladies/Gentlemen: Lessor understands that Lehman Brothers Holdings Inc. ("Lender") may be making a loan (the "Loan") to Waterfront Construction #1, a California limited partnership ("Borrower") , the repayment of which would be secured, among other security, by a leasehold deed of trust (the "Leasehold Deed of Trust") on (1) Borrower' s leasehold interest in the premises adjacent to the premises described in the Lease (the "Property") ; (2) Borrower's interest in the easements granted pursuant to that certain Reciprocal Fire Lane Access Easement Agreement by and among Borrower, Lessee, and Lessor (the "Fire Access Lane Easement Agreement") ; and (3) Borrower's interest in the easement pursuant to that certain Parking and Ancillary Use Easement Agreement) by and between Borrower and Lessee (the "Use and Access Easement Agreement") (together with the Fire Access Lane Easement Agreement, collectively, the "Easements") , and that Lender will be relying upon this letter in connection with the Loan. Capitalized terms used but not otherwise defined herein shall have' the respective meanings set forth in the Lease. Lessor hereby certifies, confirms and acknowledges to and agrees with Lender that: (1) the copy of the Lease attached hereto is a true, correct and complete copy of the Lease, and has not been changed, modified or amended; (2) the term of the Lease commenced on April 28, 1989 and shall terminate on January 31, 2013, unless sooner terminated as provided therein; (3) Lessee has accepted the Premises and assumed the Lease; FS2%223VW59G4=1U160795.3 WOW (4) the Lease is in full force and effect, free from any default by either party thereto and there are no conditions known to Lessor which upon giving of notice or lapse of time or both would constitute a default by Lessee under the Lease; (5) Lessor has no presently existing setoffs or claims under the Lease; (6) fee title to the Premises is owned by Lessor and there are no deeds of trust or other liens or security interests encumbering Lessor's fee title interest in the Premises; (7) until such time as the lien of the Leasehold Deed of Trust has been extinguished, Lessor shall not agree to any mutual termination nor accept any surrender of the Lease, nor shall Lessor consent to any amendment or modification of the Lease, without Lender's written consent, in each instance; (8) until such time as the lien of the Leasehold Deed of Trust has been extinguished, notwithstanding any default by Lessee in the performance or observance of any agreement, covenant or condition of the Lease on the part of Lessee to be performed or observed, Lessor shall have no right to terminate the Lease unless (i) an event of default shall have occurred and be continuing under the Lease, (ii) Lessor shall have given Lender written notice of such event of default, and (iii) Lender shall have failed to remedy such default within sixty (60) days after receipt of notice from Lessor setting forth the nature of such event of default; (9) if Lender is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee from commencing to cure the defaults, the times specified in paragraph (8) above for commencing the cure of such defaults shall be extended for the period of such prohibition plus an additional period of sixty (60) days thereafter; provided that Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under the Lease and shall continue to pay currently such monetary obligations as and when the same are due; (10) Lessor shall mail or deliver to Lender a duplicate copy of any and all notices of default and notices and/or correspondence pertaining to Lessee' s right of first refusal pursuant to Paragraph 3 .1 of the Lease which Lessor may from time to time receive from, give to or serve upon Lessee pursuant to the provisions of the Lease, and such copy shall be mailed or delivered to Lender simultaneously with the mailing or delivery of the same to Lessee. No notice of default by Lessor to Lessee under the Lease shall be deemed to have been given insofar as Lender's rights hereunder are concerned unless and until a copy thereof shall have been mailed or delivered to Lender as set forth herein; -2- FS211`XW58(�"112160395.3 @08130/95 i (11) All notices to Lender under this Consent and Estoppel Agreement shall be in writing and shall be personally served, .sent via Federal Express or other nationally recognized overnight courier, or sent via registered or certified mail, postage prepaid and addressed to the following addresses (or at such other addresses as Lender or its successor or assign shall designate to Lessor from time to time) : Lehman Brothers Holdings Inc. Three World Financial Center, 20th Floor New York, New York 10285 Attention: Xavier Sheid With a copy to: Steefel, Levitt and Weiss One Embarcadero Center 30th Floor San Francisco, California 94111 Attention: Bruce E. Prigoff, Esq. Any notice so served upon or sent to Lender in the manner described above shall be deemed sufficiently given for all purposes hereunder (i) if personally delivered on the date of delivery, (ii) if mailed three (3) days after the date the same was deposited in a United States Post office, or (iii) if sent via overnight courier, on the next business day following the day the same was deposited with such overnight courier, except that notices of changes of address shall not be effective until actual receipt; (12) Lender is expressly approved as the holder of a mortgage encumbering the Fire Access Lane Easement and the Lessee' s leasehold interests in and to the Use and Access Easement; provided that nothing in the foregoing approval shall be deemed to constitute (i) approval of the Use and Access Easement with respect to the fee interests of Lessor in the areas covered thereby; (ii) a waiver of any limitation on uses provided for in the Disposition and Development Agreement subsequent to a "Disposition Transfer" as defined in such Agreement; or (iiiY approval of uses if and to the extent same do not comply with authorizations granted from time to time by the City of Huntington Beach pursuant to its regulatory authority. -3- FS:1223%M580.000:1216D'395.3 cos"95 s " r (13) This Consent and Estoppel Agreement inures to the benefit of Lender and is binding upon Lessor and their respective successors and assigns. Dated: 1995. LESSOR: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTIN TON BEACH ATTEST: el!� By: c.G Agency Clerk Chairman REVIEWED AND APPROVED AS TO FORM: �~City Attorney �o-y -4- FS:12Z3 M59000011:160395.3 aOS13C195 CONSENT AND ESTOPPEL AGREEMENT_ (Ground Lease) August 3D _ , 1995 Lehman Brothers Holdings Inc. Three World Financial Center, 20th Floor New York, New York 10285 Attention: Xavier Sheid Re: Lease (the "Ground Lease") dated April 28, 1989 by and between the Redevelopment Agency of the City of Huntington Beach, a public agency, as Lessor, and Waterfront Construction #1, a California limited partnership, as Lessee. Ladies/Gentlemen: Lessor understands that Lehman Brothers Holdings Inc. ("Lender") may be making a loan (the "Loan") , the repayment of which would be secured, among other security, by leasehold deed of trust (the "Leasehold Deed of Trust") on (1) Lessee's leasehold interest in the premises described in the Ground Lease (the "Property") ; (2) Lessee's interest in the easements granted pursuant to that certain Reciprocal Fire Lane Access Easement Agreement by and among Borrower, Lessor and Robert L. Mayer, as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended ("Mayer Trust") (the "Fire Access Lane Easement Agreement") ; and (3) Lessee' s interest in the easements granted pursuant to that certain Parking and Ancillary Use Easement Agreement by and between Borrower and Mayer Trust (the "Use and Access Easement Agreement") , and that Lender will be relying upon this letter in connection with the Loan. Capitalized terms used, but not otherwise defined herein shall have the respective meanings set forth in the Ground Lease. Lessor hereby certifies, confirms and acknowledges to and agrees with Lender that: (1) the copy of the Ground Lease attached hereto is a true, correct and complete copy of the Ground Lease, and has not been changed, modified or amended; (2) the terry of the Ground Lease commenced on April 28, 1989 and shall terminate on December 31, 2086, unless sooner terminated as provided therein; (3) Lessee has accepted the Property and assumed the Ground Lease and has confirmed its acceptance of the Ground Lease notwithstanding Lessee' s right to reject the Ground Lease pursuant to 11 U.S.C. § 365; F521223V0655&1-000M160393.4 rOS130.95 (4) the Ground Lease is in full force and effect, free from any default by either party thereto and there are no conditions known to Lessor which upon giving of notice or lapse of time or both would constitute a default by Lessee under the Lease; (5) Lessor has no presently existing setoffs or claims under the Ground Lease. (6) fee title to the Property is owned by Lessor and there are no deeds of trust or other liens or security interests encumbering Lessor's fee title interest in the Property; (7) all buildings and other improvements and appurtenances on the Property have been completed in accordance with the terms of the Ground Lease; (8) until such time as the' lien of the Leasehold Deed of Trust has been extinguished, Lessor shall not agree to any mutual termination nor. accept any surrender of the Ground Lease, nor shall Lessor consent to any amendment or modification of the Ground Lease, without Lender's written consent, in each instance; (9) until such time as the lien of the Leasehold Deed of Trust has been extinguished, notwithstanding any default by Lessee in the performance or observance of any agreement, covenant or condition of the Ground Lease on the part of Lessee to be performed or observed, Lessor shall have no right to terminate the Ground Lease unless (i) an event of default shall have occurred and be continuing under the Ground Lease, (ii) Lessor shall have given Lender written notice of such even of default, and (iii) Lender , shall have failed to (A) remedy such default promptly or (B) acquire Lessee's estate created under the Ground Lease or (C) commence foreclosure or other appropriate proceedings in the nature thereof promptly, and remedy such-default within sixty (60) days after receipt of notice from Lessor setting forth the nature of such event of default, and if the default is such that possession of the Property may be reasonably necessary to remedy the default, a reasonable time after the expiration of such sixty (60) period within which to remedy such default, provided that (1) Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under the Ground Lease, including interest and late fees, within such sixty (60) period and shall continue to pay currently such monetary obligations as and when the same are due, and (2) Lender shall have acquired Lessee's estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof within such period, or prior thereto, and is diligently prosecuting any such proceedings; (10) if Lender is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times specified FS2122n%06558D4=1%2160393.4 NO&W35 -2- � L in paragraph (9) above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition plus an additional period of sixty (60) days thereafter; provided that Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under the Ground Lease and shall continue to pay currently such monetary obligations as and when the same are due; (21) in the event Lender acquires Lessee's estate in the Property by foreclosing the lien of the Leasehold Deed of Trust or accepting a deed thereto in lieu thereof, Lender may transfer title to such estate in accordance with Articles XVI and XVII of the Ground Lease, including without limitation, Section 17.3 (e) and (h) ; (12) Lessor shall mail or deliver to Lender a duplicate copy of any and all notices of default which Lessor may from time to time give to or serve upon Lessee pursuant to the provisions of the Ground Lease, and such copy shall be mailed or delivered to Lender simultaneously with the mailing or delivery of the same to Lessee. No notice of default by Lessor to Lessee under the Ground Lease shall be deemed to have been given insofar as Lender's rights hereunder are concerned unless and until a copy thereof shall have been mailed or delivered to Lender as set forth herein; (13) all notices to Lender under this Consent and Estoppel Agreement shall be in writing and shall be personally served, sent via Federal Express or other nationally recognized overnight courier, or sent via registered or certified mail, postage prepaid and addressed to the following addresses (or at such other addresses as Lender or its successor or assign shall designate to Lessor from time to time) : Lehman Brothers Holdings Inc. Three World Financial Center, 20th Floor New York, New York 10285 Attention: Xavier Sheid With a copy to: Steefel, Levitt and Weiss One Embarcadero Center 30th Floor San Francisco, California 94111 Attention: Bruce E. Prigoff, Esq. Any notice so served upon or sent to Lender in the manner described above shall be deemed sufficiently given for all purposes hereunder (i) if personally delivered on the date of delivery, (ii) if mailed three (3) days after the date the same was deposited in a United States Post office, or (iii) if sent via overnight courier, on the next business day following the day the same was deposited with FS2=310655M-M112160393.4 a08rMS -3- t such overnight courier, except that notices of changes of address .shall not be effective until actual receipt; (14) Lender is expressly approved as the holder of a mortgage encumbering the Ground Lease; (15) This Consent and Estoppel Agreement inures to the benefit of Lender, its successors and assigns, and is binding upon Lessor and its successors and assigns. Dated: 3U 1995. LESSOR: THE REDEVELOPMENT AGENCY OF THE CITY OF 'HUNTINGTON BEACH AlsTEAZ�e- ST: � �u BY _ Chairman Agency Clerk REVIEWED AND APPROVED AS TO FORM: City Attorney M112M55804=2=93.4 a08%93 —4— "t OV-3'1—95 1 5 s 46 FROM, r I D s PAGE 2, Wo I _ � 3 `I E CHICAGO TILE COMPAW RECORDING REQUESTED BY: 0DOC 9 9 5-0 ,$4748 1-5CF-.19�� 03:4q FM AND WHEN RECORDED FRAIL TO: ;} vrsr.j} �y,:•,,. �;,t!:'�t1 ' '3.1' :. ",rt'1.3::! {:e•i�l:cr3r• The Redevelopment Agency of i the City of Hurtington Beach ti E P.O. Box 190 ''"' Huntington each, CA 22648 Attn: Assistant Secretary i I _ Space above thle I Lne for nscorder_s Ca• ` MAIL TAX 3TIITL'SEHTS TO: O=KXNTARY TRM,$rtR TAX $0. i I C*raldaratlon leas than $100.00 i Tl:e Redevelopment Agency at the *• Ca°puted on the consldaratlan or value s - City of Huntington Beach of property eonveye41 OR ••••corputed a.: the consideration or value F;untingten Cta:h, Ca 92648 less Ilene or encuamrances remaining r: Attn& Assistant tacratary at time rl of sale. M:14aura at .e arani or gent da:arm:ninq tax - Firm Karr s } � t� D r f.r FCR A VALUABLE CONSIDERATION, receipt or which is hereby jt . acknowledged, ROBERT L. MAYER, as Trustee of the Robert L. !layer • Trust of 1992 dated June 23, 1982, as amended ("Grantor"), does hereby remise, release and fcraver quitclaim to THE REDEVELOPHENT AGENCY OF THE CITY or HL•NTINCTON BEACH, a pub.-_ :,_:y, corporate and politic ("Grantee") , the real property in the City of Huntingtcn Beach, County of Orange, State of California, described in Exhibit "A■ attached hereto and incorporated herein by reference. The purpose of this Q'sitclain Deed is to relinquish Cris lets+nold estate of Grantor in the above-referenced F-operty. Dated: 1/1w sh . 1993 CB R KAYR ,- rustee cL e 4 Robert L. Mayor 2Mayor Tr�t of 1982, dated ` June 22, 1982, as amended f7Grt111{aftsN�67tilIL/H �•1N1 � - 11-21—y� U�:Stlrk 6u[ DEED CERTIFICATION This is to certify that the interest in real property conveyed by the Deed dated from ROBERT L. MAYER, as Trustee of the Robert L. Mayer Trust of 1982 dated June 22, 1982, as amended, to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a governmental agency (the "Agency") , is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency and the Grantee consents to the recordation thereof by its duly authorized officer. Dated:- -42 30,1us� REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, 's EGREWuRY- C:k€R K, Mu33"3530-ooOMIJUSs 07134193 -2- A- z CAl.II=ORNIA ALL-PURPOSE ACKNOWLEDGMENT 140.SW7 State of i Fa p r d _ County of 0R-3r7 & On Lz-V 1Y, before me, _�� � 2�N S . /o t<Sch , DATE NAME,71TLE OF OFFICER•E G..-JANE DOE,NOTARY PUBLIC- personally appeared • of3t✓�2�• G. A14-sesvZ_ NAME(S)OF SIGNER(S1 ® personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. r ,.. DEBOII H S.PLOESCH v 3 -- NOTARY1992309 or ,� WITNESS my hand and official seal. owde coaltlr SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by taw,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this fcrm, CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TIMES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES Igi TRUSTEE(S) ❑ GUARDIAWCONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: kMAE OF PERSONS)OR ENTITY(IFS) SIGNER(S)OTHER THAN NAMED ABOVE C1993 NATIONAL NOTARY A SSOCIATION•8236 Remme!Ave.,P.O.Box 7184-Canoga Park CA 91309.71 S4 11 1 EXHIBIT "A" PACIFIC VIEW AVENUE THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF SAID SOUTH HALF THAT IS DISTANT THEREON NORTH 89'43 '07" EAST, 73.28 FEET FROM THE EAST RIGHT OF WAY LINE OF HUNT 1 NGTON STREET, 60.00 FEET IN WIDTH, AS SHOWN ON RECORD OF SURVEY NO. 81-1151 FILED IN BOOK 103. PAGES 28 AND 29 OF RECORD OF SURVEYS IN THE OFFICE OF SAID COUNTY. RECORDER, THENCE CONTINUING NORTH 89`43'07" EAST 173. 67 FEET ALONG SAID NORTH LINE TO A POINT ON A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2452. 00 FEET, A RADIAL LINE TO -SAID POINT HAVING A BEARING OF NORTH 35022 '22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE 252. 69 FEET THROUGH A CENTRAL ANGLE OF 5'54 "17"; THENCE TANGENT TO SAID CURVE SOUTH 48'43 '21 " EAST 38.85 FEET; THENCE SOUTH 41 '16 '39" WEST- 97.00 FEET; THENCE NORTH 48'43 '21 " WEST 38.85 FEET TO THE BEGINNING OF A TANGENT CURVE. CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2355.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 383.89 FEET THROUG?l A CENTRAL ANGLE OF 9020 '24" TO THE POINT OF BEGINNING. ALL AS SHOWN ON PAGE 2 ATTACHED HERETO AND MADE A PART HEREOF. AND sU EXP. 12/31A5 J 5 EXPIRES 12IJ1195 *f f �S 534, OF Cp,L1E� NEXHIBR �A' N 48.43�1" W �j/97.0 38 85 / N 48'4321" W PAGIFIG VIEW AVENUE 58.85 52' rl Al ol Ln Lu rq } m � _ N 3_52_2'2 E (RAD) O r p / r CURVE # DELTA RADIUS LENGT J Cl 73'36'24" 32.00 41. 11 C2 00'08'40" 2355.00 15.94 VA — O� / N 3C56'15_�(RI�DJ 'O N 31'4735_E (� C2 45.24' 30.OW 3 52' STREET �V PAGE 2 OF 2 JN 232.OIA 1�� PAGE fi`vV�2!^-99 15o47 FROM$ - 1 I T --. .. _ . .._ -_ ►fir 3 j s ' P.ECORDING REQUESTED BY: TIT may., v �v `tl I 01- F•-190,5 03:49 Pri � r j rHICAGO TILE CCU. ANY I( 1.'7•[S1+ RECORDED tSAIL TO: -' -1`S: �"�••r. C3::�:�-•1 T ��� City of Huntington' Beach '�'* °- s��:::t• +::t•►T�::•;r• s J P. 0 Box 190 ��+ : 5'• %�:4: f :... ' Huntington Beach, CA 926e9 T1;: � "•.== Attn: city Clerk spree above chls line for Reearder's Va• 2 ! KAIL TAX STATEtln-rS TO.* 00CLxt„rAA1 TRASSFER TXt i -o- A11 LU ti _. are evzM12t oovarr_M�ea! sn�lt�•s ; V ....Carputed on %" co-rlCaratton or value :S prop4:t+ 4anveyedi ON p- ....Canmputed on the Canalaeration or value less hens or eneualbraness ee.ainlnq f` at clad of sate. r`t Vie Vldtralenrd eranter signature a! 0ee14rans or Agent f d•tarslnLnq tea • TLrw $a" ., order .4o. + Escrow No. Loan No. " f £ASE` "T CFA% r Drr FOR A VALUU LL CONSIDERATION, rec3ipt of which is heresy Acknovladged, the XZDETLLOPXE T ACENCY Or TER CITY Or T4]lTIvowv _ ... . REACT, a public body, corporate and politic, hareby GRANTS to the CITY Or EVVT2V2TOK DEACR, a municipal ccrporatioa, a rerpetual easement and right-of-way for street and public utility purposes in, in, over, under and across •ll that real property in the City of Huntington Beach, Crinty of Crange, State of California, as more particularly described and shown in Exhibit OAS attached hereto and by this referenced Lads a part hereof. Dated S-Z a•'!f Approved As To Forst REZVELOPMENT AGENCY OF THE CITY cr KL-4TINCTON BEACH, a public body, •Corpor4ttejand politic y 6.1••u- By — z' I xalloeg f +� Agency Counse'F" Erector r,�l'► A:"'E"ST: + fz.� F t 1•' :t Clark c�_ 4 IA SON ll-Cl-y7 U�:SoPsd "rue .f _ DEED CERTIFICATION This is to certify that the interest in real property conveyed by the deed dated Ayc,,jsf 30, l 5ci ! from the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON TON BEACH to the CITY OF HUNTINGTON BEACH, a municipal corporation, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach, pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recorda- tion thereof by its duly authorized officer. Dated: 3 0 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CITY CLERK By: � �•J Depqty City irk M%3a3`,M""-00UU1S457a. %W114195 EXHIBIT "A" PACIFIC VIEW AVENUE AN EASEMENT FOR STREET AND HIGHWAY PURPOSES OVER THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 51 , PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH HALF OF SAID NORTHEAST QUARTER WITH THE EAST RIGHT OF WAY LINE OF HUNTINGTON STREET, 60.00 FEET IN WIDTH, AS SHOWN ON RECORD OF SURVEY NO. 81-1751 FILED IN BOOK 103. PAGES 28 AND 29 OF RECORD OF SURVEYS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG SAID EAST RIGHT OF WAY LINE NORTH 0042 '59" WEST 158.39 FEET; THENCE SOUTH 59021 '49" EAST 97 .80 FEET TO THE BEGINNING OF A TANGENT CURVE. CONCAVE SOUTHWESTERLY. HAVING A RADIUS OF 2452. 00 FEET: THENCE SOUTHEASTERLY ALONG SAID CURVE 455.39 FEET THROUGH A CENTRAL ANGLE OF 10'38 '28"; THENCE SOUTH 48*43 *21 ' EAST TANGENT TO SAID CURVE 38.85 FEET; THENCE SOUTH 41016 '39" WEST 97. 00 FEET: THENCE NORTH 48'43'21 " WEST 38.85 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2355.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 389.83 FEET THROUGH A CENTRAL ANGLE OF 9"29 '04" TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 32.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE 41 . 11 FEET THROUGH A CENTRAL ANGLE OF 73036 '25" TO A POINT ON SAID NORTH LINE OF THE SOUTH HALF OF SAID NORTHEAST QUARTER, A RADIAL LINE TO SAID POINT HAVING A BEARING OF NORTH 41 '48 '50" WEST: THENCE SOUTH 89'43 '07" WEST ALONG SAID NORTH LINE 30.04 FEET TO THE POINT OF BEGINNING. SUBJECT TO COVENANTS, RIGHTS, RIGHTS OF WAY AND EASEMENTS OF RECORD OR APPARENT. ALL AS SHOWN ON PAGE 2 ATTACHED HERETO AND MADE A PART HEREOF. uND SUS DR 12AII%5 1�jWXPlRLC-921JI195 �rj jOIS Fr N 48.4321" W 97.0o EXHIBIT W- 38.85 N 48.43'21" W PACIFIC VIEW AVENUE 58.85 52' 4461-1 �N% �z �C), Nye tn \ l i" 00 ,Q \ in \ n > 0 N 35'22'22" E _ / N � , •\ 4 c� a c� p CURVE DELTA IRADIUS ILENGfq a / w C1 73'36'25" 132.00 41. 11 f �y / ` C2 0'08'40" 12355.00 5.94 Lu Z N 31'56I5_,E (RJ,Da r C2 4324 N 4148'50" W (ftADa C1 r / 50.04 _ ROIL :K 52, — �� . 0� STREET , PAGE 2 OF 2 JN 232.OtA A - 9 T PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY Recorded in the County of Orange, California AND WHEN RECORDED MAIL TO Gary L Granville,IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII lllllll I Clerk/Recorder No Fee I II IIII III 19950395515 11 :00am 09/12/95 008 002618 03 03 MB1 Al2 14 7 00 39 00 0 00 0 00 0 00 0 00 1 THIS SPACE FOR RECORDER'S USE ONLY TITLE I C� 0 THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) b 11/92 F1r*COR91t�3 RFOUESTED apyo=KWLTO Recording RequestedbBy and return to: LICENSE AGREEMENT BY AND BET%VEEN THE CITY --i.ty Clerk OF HUNTINGTON BEACH AND NVATERFRONL T CONSTRUCTION 01 P.O. Box 190 HuntingtonBeach TO PROVIDE LANDSCAPING AND OTHER IMPROVEMENTS CA 92648 1N THE PUBLIC RIGHT OF WAY This agreement is made and entered into on this,,day of 19,g by and between the CITY OF HUNTINGTON BEACH,a California municipal corporation,hereinafter referred to as"CITY,"and WATERFRONT CONSTRUCTION#1,a California general partnership hereinafter referred to as"LICENSEE." WHEREAS,in connection with the development of that certain real property located in the City of Huntington Beach, County of Orange, State of California,and more particularly described in Exhibit"A"attached hereto("Property''), LICENSEE requested and was required by the Department of Public Works of CITY to provide landscaping and other improvements (i.e.,decorative paving,decorative curbs,decorative gutters and decorative side%walks)in the public right-of-way in accordance with plans and specifications submitted by LICENSEE and approved by CITY;and - _ LICENSEE has provided for maintenance of a portion of said improvements in public right-of-way as noted above(hereinafter referred to as"Improvement Area'),which area is located in the City of Huntington Beach,and more particularly set out and delineated in Exhibit "B"attached hereto; and By this agreement,the parties hereto desire to clarify and specifically delineate their respective obligations with respect to the maintenance of the hereinabove described Improvement Area. NOW,THEREFORE,in consideration of the promises and agreements hereinafter made and exchanged, the parties covenant and agree as follows: I. GRANT OF LICENSE Subject to terms and conditions hereinafter set forth,LICENSEE shall have a nonexclusive,revocable license (the"License')to use that certain portion of the Property defined in Paragraph 2 hereof as the"Improvement Area,"for landscape/hardscape purposes. V25195 1 During the term of this License,the LICENSEE agrees to maintain the existing improvements of the area shown in Exhibit"B"and designated thereon as the"Improvement Area"in good and satisfactory condition. Maintenance shall include but not be limited to watering,repairing and/or adjusting irrigation systems when failures occur,fertilizing, cultivating,edging,performing general planting and trimming or other corrective gardening, spraying grass and plants with both insecticides and herbicides,and generally keeping the landscaped area in clean,safe and attractive condition,taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. The growth of all plant materials shall not be allowed to grow,nor irrigation be allowed to spray across or onto any bicycle path,pedestrian walk or street right-of-way from the interior edge of sidewalk or the edge of the curb/gutter in medians to the center of the street as designated on Exhibit"B." The Improvement Area shall be free from weeds,debris and harmful insects at all times. All such gardening and maintenance practices so performed shall conform to the best maintenance practices and to the Arboricultural and Landscape Standards Specification,issued by the CITY's Department of Public Works. LICENSEE agrees to maintain and keep the Improvement Area in good condition and repair, free and clear of litter and debris and free from any objectionable noises,odors or nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris only in receptacles designated by CITY. 2. LQCATIQN The Improvement Area shall initially be that portion of the Property labeled Exhibit`B" attached hereto and made a part hereof by this reference. 3. PLANS AND SPECIFICABONS LICENSEE shall perform at LICENSEE's sole cost and expense any and all refurbishing to the Improvement Area as necessary to bring the Improvement Area into an operating condition,all in accordance with plans submitted by LICENSEE to CITY,which plans shall be subject to the prior written approval of CITY, No changes,modifications or alterations may be made to the Improvement Area without the prior written consent of CITY. ans/9s 2 4. DAMAGE TO IMPROVEMENT AREA In the event any damage is caused to any pathways,sidewalks,curb,street or utilities as a result of the installation of the landscaped material installed and/or maintenance of the Improvement Area,LICENSEE or its successors and assigns agree to repair same at their own expense. 5. ' LIEN LICENSEE agrees not to suffer any mechanics' lien to be filed against the Improvement Area by reason of any work, labor,services or material performed at or furnished to the Improvement Area,to CITY or to anyone holding the Improvement Area through or under the Agreement. Nothing in this agreement shall be construed as a consent on the part of the CITY to subject the CITY's estate in the Improvement Area to any mechanics' liens or liability under the mechanics' lien laws of the State of California. 6. ASSIGNMENT The License herein granted is personal to LICENSEE and is non-assignable. Any attempt to assign the License automatically terminates the License. Other than the License granted hereunder,LICENSEE hereby expressly waives any claim to or interest or estate of any kind or extent whatsoever in the Property arising out of the License or out of LICENSEE's use or occupancy of the Improvement Area,whether now existing or arising at any future time. This License is appurtenant to the Property and may not be separately assigned apart from the Property or the interests therein, it being understood that the delegation and assignment of Association or a similar organization having the same qualifications for membership and formed for the same purposes as Association,shall be deemed to be valid assignment. LICENSEE shall give notice in writing to CITY of each such assignment and delegation;such notice shall include the mailing address of the delegee,and will become the delegee's address for senice of notices. s,�sr�s 3 7. TERM The term of this License shall be perpetual,provided that CITY may at any time terminate this License upon thirty(30)days written notice to LICENSEE. In the event of any such termination,LICENSEE and its successors and assigns shall be obligated to restore the improvements,including the plantings and irrigation systems,to their condition at the time of the original installation and to satisfy all CITY requirements pertinent to restoration of the Improvement Area. The LICENSEE or its successors in interest shall be required to disconnect the water and electrical supply source from the Property and to construct and reconnect a new water and electrical supply source to the Improvement Area irrigation system to the satisfaction of CITY. LICENSEE and CITY shall each have the right to terminate this License Agreement at any time upon ninety(90)days prior written notice delivered to the other party. Upon the expiration or earlier termination of the License,LICENSEE shall quit and surrender the Improvement Area with all improvements thereon. 8. APPLICABLE LAW LICENSEE shall,at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Area all municipal ordinances,and all state and federal statutes now in force and which may hereafter be in force,and shall fully comply,at its sole expense, with all regulations,orders,and other requirements issued or made pursuant to any such ordinances and statutes. All building permits,business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE. 9. LMLITIES LICENSEE shall bear the expense of electricity and any other utility necessary to the operation of the License Area pursuant to this License. LICENSEE shall be solely responsible for using such utilities in a safe and hazardless manner,complying in all respects with applicable codes and ordinances. arsrss 4 10. WORKERS COMPENSATION JXSUE6SCE Pursuant to California Labor Code §1861,LICENSEE or its successors or assigns acknowledges awareness of Section 3700 et seq. of said code,which requires every employer to be insured against liability for workers compensation;LICENSEE covenants that it«ill comply with such provisions prior to commencing performance of the work hereunder. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not Iess than One Hundred Thousand Dollars($100,000)bodily injury by accident,each occurrence, One Hundred Thousand Dollars($100,000)bodily injury by disease,each employee,and Two Hundred Fifty Thousand Dollars($250,000)bodily injury by disease,policy limit,at all times incident hereto,in forms and underwritten by insurance companies satisfactory to CITY. 11. INSURANCE LICENSEE or its successors and assigns shall carry at all times incident hereto,on all operations to be performed hereunder,in the public right-of-way as contemplated herein,general liability insurance, including coverage for bodily injury,property damage,products/completed operations,and blanket contractual liability. Said insurance shall also include automotive bodily injury and property damage liability insurance. All insurance shall be underwritten by insurance companies in forms satisfactory to CITY for all operations,subcontract work,contractual obligations, product or completed operations and all owned vehicles and non-owned vehicles. Said insurance policies stall name the CITY, its officers,agents and employees and all public agencies as determined by the CITY as Additional Insureds. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement,in an amount of not less than One Million Dollars($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. 12. CERTIFICATES OF INSURANCE Prior to the Commencement date LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the insurance coverage as required by this Agreement; said certificates shall provide the name and policy number of each carrier and BR5/95 5 `-� policy,and shall state that the policy is currently in force and shall promise to provide that such policies will not be canceled or modified without thirty(30)days prior written notice of CITY. LICENSEE shall maintain the insurance coverage in force until the License is terminated. The requirement for carrying the insurance coverage shall not derogate from the provisions for indemnification of CITY by LICENSEE under the Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. LICENSEE shall pay,in a prompt and timely manner,the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of LICENSEE's insurance policies,naming the CITY, its officers and employees as Additional Insureds shall be provided to the City Attorney for approval prior to any payment hereunder. 13. INDEMNIFICATION AND HOLD HARMLESS LICENSEE hereby agrees to protect,defend, indemnify and hold and save harmless CITY,its officers,and employees against any and all liability,claims,judgments,costs and demands,however caused,including those resulting from death or injury to LICENSEE's employees and damage to LICENSEE's property,arising directly or indirectly out of the grant of License herein contained, including those arising from the passive concurrent negligence of CITY,but save and except those which arise out of the active concurrent negligence,sole negligence,or the sole willful misconduct of CITY. In the event suit is brought by either party to enforce the terms and provisions of this agreement or to secure the performance hereof,each party shall bear its own attorneys' fees. 14. RULES AND REGULATIONS LICENSEE or its successors or assigns as the case may be,agrees to obey and observe (and cause its officers,employees,contractors,licensees, invitees and all other doing business with LICENSEE to obey And observe)all rules and regulations of general applicability regarding the Property as may be established by CITY at anytime and from time to time during the term of this Agreement. 05195 6 15. DEFAULT In the event LICENSEE or its successors and assigns does not maintain the Improvement Area in an adequate manner,CITY shall cause such maintenance to be performed adequately and all costs incurred shall be assessed to and billed directly to the LICENSEE. Payment shall be due within ten(I0)days of billing. 16. COVENANT LICENSEE for itself,its successors and assigns,agrees that this instrument shall be a covenant running with the land,binding upon and inuring to the benefit of the owner of the Common areas of the Property,as the burdened parcels,and its respective successors in interest, heirs,personal representatives,and inuring to the benefit of CITY,as the owner of the Improvement Area,as the benefited parcel,provided,however,that upon conveyance of the common areas of the Property, including without limitation,LICENSEE's transfer thereof to Association,the transferor shall be released from all duties under this Agreement arising after the date such transferor shall have given notice of assignment in writing to CITY. t 17. NOTICES Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE(as designated herein)or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid,and depositing the same in the Untied States Postal Service,addressed as follows: TO CITY: TO LICENSEE: Les Jones,Director of Public Works Waterfront Construction#1 City of Huntington Beach 660 Newport Center Drive,Ste. 1050 2000 Main Street Newport Beach, CA 92660 Huntington Beach,CA 92647 Attn: Stephen K.Bone 18. CAPTIONS AND TERMS The captions and section numbers appearing in the Agreement arc for convenience only and are not a part of the Agreement and do not in any way Iimit,amplify,define,construe or sRsr�s 7 describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 19. RECORDATION This agreement shall be recorded with the County Recorder of Orange County, California. 20. ENTIRETY The foregoing,and the attachments hereto, set forth the entire Agreement between the parties. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized offices the day,month and year first above written. LICENSEE: CITY OF HUNTINGTON BEACH WATERFRONT CONSTRUCTION#1 a municipal corporation a California limited partnership of the State of California By: THE WATERFRONT,INC. -� Its: sole gener partne ` r� Mayor c� By: Stephen k. Bone Its: President `REV EWED AND OVED ATTEST: City Administrator �Cr Jerk 3!�y5, APPROVED AS TO FORM: Tax-Exempt-Government Agency CITY OF HUNTINGTON BEACH Connie Brockway, CIVIC City Attorney - 2 P f 3- city Clerk BY INITIATED AND APPROVE Deputy City Clerk This document is solely for t=�u Director of Public Works official i)usi.nass of --he City of C;u t.Irf; ua contem 'Plated lat u::wc c *e,.:; Code eii r sec. e1C3 and Should be recorded free of char e. 8/25/95 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.SW7 State of &-il- R to ► A- County of d Q Vq Y1 C L, On _ LCd WCP77 a%7!., IRf before me, Pe eo R►4 4 5 - _PLvF-SCb —I DATE N"EE,TITLE OF OFFICER•E.G.,JANE DOE,NOTARY PUBLIC personally appeared �f�P Fl�.0 k� &.1 t 1"E(S)OF SIGNER(S) personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. DEBORAH S.PLOERH w Cwm#292309 WITNESS my hand and official seal. 3 10tMY KR=•CNIUM a w tarn°C 2Z 11"7 SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER Q-eS I 04-ttiX� TITLE OR TYPE OF 0CUMENT TITLE4S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAWCONSERVATOR ` r p ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSO)$S)OR ENTITY('.ES) SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•VW Remmet Ave..P.O.Box 7184-Canoga Park,CA 913C9-7184 CAUFORN>IA ALL-PURPOSE ACKNOWLEDGMENT No.SW7 State of County of On O before me, ��e�! VmAa ��g&L- FF DATE - NAME,TITLE OICER.E.G 1.4VE E.NOT IC- personally appeared �. � _ NAME(S)OF SIGNER(S) cr Q personally known to me - to be the personal whose name(s) Ware subscribed to the within instrument and ac- knowledged to me that heAs# they executed c�a �r�ra� the same in 4im&A:�e4their authorized OWMcots capacity ies), and that by b+sl�#g ltheir QPW Cmrn.Eg*sa MAY 11.11"7 signatureUs on the instrument the person(, or the entity upon behalf of which the personal acted, executed the instrument. WITNESS my hand and official seal. s*NA E:of NOTARY OPTIONAL Though the data below is not required by law,It may prove valua5le to persons relying on the document and could prevent fraudulent reattachment of this fcrm. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE 16R TYPE OF DOCUMENT � ❑ PARTNER(S) ❑ LIMrrED W ❑ GENERAL g ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN(CONSERVATOR - C'OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NA6tE OF PERSON;S),lOR�ENTttYI(-IES) SI NER(S)OTARrHAN NA D ABOVELc 01993 NATIONAL NOTARY ASSOCIATION•8236 Rommel Ave-,P.O-Box 7184•Canoga Park,CA 9 1 309-71 54 w y EOQ-.�i RIT nAn ALL THOSE CEF= IAVL16 IN = M7 OF Jl=IlMW EEACi, CIOUM7 OF ORANGE, STATE OF CALIFORTIA, GIBED AS FOLMM: PARCEL 1: IM I OF TRACT NO. 13 045 AS PER MAP FIIED IN BOOK 6 2$ PAGES 4 6 AND 4 7 OF MLSCELr- IAN= PAPS IN THE OFFICE OF THE OOU11TY RECORDER OF SAID OOUNIY. PARCEL 2: THAT P R270fl OF.THE NORTH BALF OF 'THE NORTHEAST QUARTER OF SECTION 14, TLC OE IIP 6 SCI=, RAID 11 WEST, IN ME RANCHO IAS BO=, AS PER MAP FTIED IN BOOK 51, PAGE 14 OF MISCMM=Z MAPS, IN ME OFFICE OF ME COMM REOCRM OF SAID COMrI'Y, DESCRIBED AS FOI )WS: EDGIZaI M AT A FOINr IN THE SOUTH LINE OF SAID NORTH BUF THAT IS DISTANT TiE'RMI NOM 89' 43' 07" FAST 103.28 FI3:.T FROM CQIIEit LINE OF H[R2rnn= ST7tEET, AS SIFT ON RECORD OF SURVEY NO. 81-1151, FILM Ill BOOK 103, PAGES 28 AND 29. OF RECORDS OF SURVEY IN THE OFFICE OF SAID 001ITY RE=MER, SAID POIW SING ON A NON-LANGW 2355.00 FOOT RADIUS CURVE TfiAT IS CONCAVE SMM-rA= IBC, A RADIAL TO SAID P02Nr BEARS NOFdH 31' 56' 15" EAST; THMM NORMESTERLY 5.94 FEET ALOt1G SAID CURVE THRC[.M A CINIRAL ANGLE OF 0. 08' 40" TD THE EiDGIMM OF A 32.00 FOOT RADIUS CURVE THAT' IS CONCAVE SOMEM; T MICE WESTERLY 41.11 FEET AMn SAID CURVE Zvi A CENTRAL Mi= OF 73' 36' 25" TO SAID SOUTH LINE; TRENCH: NORTH 89' 43' 07" EAST 43.24 _FEET AIDNG SAID SOUTH LTNE TO TIDE POINT OF EEGINNnn. ALL AS MiXV Ctl THE ATTACHED PAGE 2 OF THIS EXHIBIT "A" ATTACHED I IEREM AND MZE A PART HEREOF. Emu= "A" PAGE 1 0,F 2 LG-231 134.1204 o ok 1G. d 0*08'40" R = 2355.00' L = 5.94' y 5.•/ 2O. d = 73036'25" 5 R = 32.00' L 41 . 11' N 31 47'35" E` / / 3O. N 89°43'07" E 43.24' R7D 2 / PARCEL 2 N 31 56' 15" E 3 RAD \ / / \N41 48_50 W R w- : oo M V, 01 co Z PARCEL 1 w owc TRACT NO . 13045 LOT t M.M. U- / 4L & 4Z Z O H U Z H Z = I pACIFIC COAST HIGHWAY EXHIBIT "A" 3-2-69 SCALE: I" = 80' PAGE 2 OF 2 /34,/gyp¢ ^ J PACIFIC VIEW AVE. 3� co E" WATERFRONT HILTON W : N TRACT 13045. H co. � uy Ul tVr COAST'. HIGHWAY, PACIFIC IMPROVEMENT AREA IMPROVEMENT AREA EXHIBIT "W' 7/16/90 CtWEngbrem-Land Sunrym ,.00 MINUTES CITY COUNCILIREDEVELOPNIENT AGENCY CITY OF HUNTINGTON BEACH Adjourned Regular Meeting 5:30 P.M. - Room B-7 and B-8 Civic Center, Huntington Beach Wednesday, August 30, 1995 Call To Order Mayor Leipzig called the adjourned regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach to order at 5:30 p.m. in Room B-7 and B-8. City CouncillRedevelopment Agency Roll Call; PRESENT: Harman, Bauer, Leipzig, Dettloff, Green, (Garofalo 5:32 p.m.), (Sullivan 5:35 p.m.) ABSENT: None Recess -Closed Session The Mayor called a recess of the City Council and Redevelopment Agency to consider the following closed session issues: Closed Session - Redevelopment Agency pursuant to Government Code Section 54956.8 to give instructions to the Agency's Negotiator, Ray Silver, regarding negotiations with Waterfront Construction No. 1 concerning the purchaselsalelexchangeAease of the property located at the Waterfront Hilton Hotel. Instructions will concern: price and terms of payment. (400.50) Closed Session - City Council pursuant to Government Code Section 54956.9(a) to confer with its attorney regarding pending litigation which has been initiated formally and to which the city is a party. The title of the litigation is regarding Orange County; U, S. Bankruptcy Court Case No. 1 SA 94-22272 JR Administratively Consolidated with Case No. SA-94-22273 JR. (120.80) Closed Session - City Ccuncil pursuant to Government Code Section 54956.9(a) to confer with its attorney regarding pending litigation which has been initiated formally and to which the city is a party. The title of the litigation is City of Huntington Beach v. Merrill Lynch Pierce Fenner and Smith, Inc. et al. United States District Court Case No. SACV95-189 LHM(EEX). (120.80) Closed Session -City Council pursuant to Government Code Section 54956.9 (a) to confer with its attorney regarding pending litigation which has been initiated formally and to which the City is a party Joint agreement of the County of Orange official investment pool participants' committee and each Option A pool participant for resolution of all claims against the County of Orange. (120.80) -'4'5 4 Page 2 - City Council/Redevelopment Agency Minutes -08130195 Closed Session- City Council.pursuant to Government Code Section 54957.6 to meet with its designated representatives William Osness, Personnel Director and Daniel Cassidy, Esquire, Liebert, Cassidy and Frierson regarding Labor Relations Matters-Meet and Confer regarding the following employee organizations: Marine Safety Officers Association, Police Officers Association, Police Management Association, Municipal Employees Association, Management Employees Organization, Huntington Beach Firefighters Association, and Surf City Lifeguard Employees Association. (120.80) Reconvene The Mayor reconvened the adjourned regular meetings of the City Council and Redevelopment Agency meeting. A audio tape recording of this meeting is on file in the Office of the City Clerk Items Continued From The Council/Agency Meeting Held August 28 1995 (City CouncillRedevela2ment Agency)Acceptance of Pacific View Avenue Street Dedication Waterfront Hilton Hotel Pursuant to Waterfront Disposition and Development Agreement/ Development Agreement-Robert Mayer_License Agreement -Reciprocal Fire Lane Easement - Estoppel Certificate Agreement-Approved, (310.10) The Council considered a communication from the City Attorney transmitting a request to accept the Pacific View Avenue street dedication (quitclaim deed only) pursuant to the relevant Disposition and Development Agreement and Development Agreement and regarding a Reciprocal Easement Agreement for fire lane access in connection with the Waterfront Hilton Hotel. A communication was distributed to the City Council from Arthur De La Loza, Deputy City Attorney, dated August 30, 1995 titled Waterfront Construction No. 1 Loan Closing Documents. The City Administrator informed Council that Deputy City Attorney De La Loza would present a report on the documents presented for approval. Deputy City Attorney De La Loza informed Council that action was proposed on the Maintenance Agreement, Estoppel Certificate/Agreement on Waterfront Construction No. 1 lease (Hilton Hotel) and the Estoppel Certificate/Agreement on Mayer Trust Master tease (adjacent to hotel) following the posting of the agenda. He informed Council of the need for a determination by Council that the need to take action on the aforementioned items arose following the posting of the agenda. 455 Page 3 - Council/Agency Minutes - 08/30/95 A motion was made by Green, second Sullivan, that the need to take action on the Maintenance Agreement, Estoppel Certificate/Agreement on Waterfront Construction Lease (Hilton Hotel) and the Estoppel Certificate/Agreement on Mayer Trust Master lease (adjacent to hotel) arose following the posting of the agenda. The motion carried by unanimous vote. Deputy City Attorney De La Loza reviewed the proposed transaction and Recommended Actions Nos. 1 through 9 of the Request for Council Action dated August 30. 1995 including Final Recommendation and stated that the documents in the possession of the City Clerk were in order. He stated as a matter of record that the City has emerged fully paid from the bankruptcy, much to the credit of the debtor. A motion was made by Garofalo, second Dettloff, to approve the following recommended actions: Recommended Actions No. 1 and No. 2 Quitclaim Deed From Robert L. Mayer- Pacific View Avenue Street Dedication Accepted the Pacific View Avenue street dedication from Robert L. Mayer, as Trustee of the Robert L. Mayer Trust of 1982 dated .tune 22, 1982, as amended, to the Redevelopment Agency of the City of Huntington Beach (Quitclaim deed only, Exhibit A-1 to A-5) pursuant to the relevant Disposition and Development Agreement and the Development Agreement sections attached as Exhibit C and directed the Agency Clerk to execute acknowledgment for delivery to loan closing forthwith. Agency Deed To City Approved and authorized Chairman and Clerk to execute for delivery forthwith to closing. License Agreement Between City And Waterfront Construction No. 1 For Landscape And Other Improvements - (600.10) Approved and authorized execution of the License Agreement by and Between the City of Huntington Beach and Waterfront Construction No. 1 To provide landscaping and other improvements in the public right of way. Estoppel Certificate/Agreement on Waterfront Construction No. 1 Lease - Hilton Hotel Approved and authorized the Agency Chairman and/or Chief Executive Officer, as appropriate, to execute for delivery forthwith to loan closing. 4Ps Page 4 - City.Council/Redevelopment Agency Minutes - 08/30/95 Estoppel Certificate/Agreement On Mayer Trust Master Lease-Adiacent To Hotel -Approved and authorized Agency Chairman or Chief Executive Officer to execute for delivery forthwith to loan closing the Reciprocal Fire Lane Access Easement Agreement by and among the Redevelopment Agency of tha City of Huntington Beach and Robert L. Mayer as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended (Mayer Trust) and Waterfront Construction No. 1 a California limited partnership. Actions Taken On Items Nos.—7 8 and 9 7. Opinion letters from Stradling, Yocca, Carlson and Rauth relating to: a) Potential Health and Safety Code Section 33433 risk, b) Acquisition and Relocation Agreement Risk Assessment, c) Other issues reflected therein 8. Defense and Indemnity Agreement by the R. L. Mayer Trust and Waterfront Construction No. 1 relating to Section 33433 risks identified above 9. Instruction letters relating to payment to the city in the sum of$63,000 The City Council received, authorized and accepted level of risk based on defense and indemnity (Item 8) and opinion let. s from Str adl'Ig,Yocca, Carlson and Rauth (Item 7). and Authorized the ChairmanlMayor andfor the Chief Executive Officer to execute any and ail related do=uments consistent herewith so long as approved as to form by the City Attorney to facilitate the loan closing August 31, 1995 and further on condition that there are no material changes that are inconsistent with the documents provided to Council; further that it be made a matter of record that this is a meeting of the Redevelopment Agency and the City Council as originally noticed on August 21, 1995 continued to August 28, 1995 and again continued to August 30, 1995. The motion carried by unanimous vote. Also the Council/Agency included in the record of the meeting, at the request of the City Clerk/Clerk, the fact that the Council/Agency members had received the Request for Council Action with revisions by Deputy City Attorney De La Loza that was handed out today tcge!her with Une additional memorandum titled Waterfront Construction Loan Closing Documents dated August 30, 1995. [City Council) Status Report Regarding Orange County Bankruptcy Recovery Plan (120.90) The City Council considered a communication from the Deputy City Administrator Barnard dated August 28, 1995, regarding efforts to develop a recovery plan which builds consensus with the participants in the Orange County Bankruptcy. Elements of the recovery plan will soon require legislative action in Sacramento. The County of Orange and the Orange County Investment Pool are requesting cities to be supportive of their recently released Consensus Recovery Plan. 457 �r Page 5 -Council/Agency Minutes - 08/30/95 The Council on August 28, 1995, adopted the following action: . The City Council reaffirms its desire to work cooperatively with all participants to reach a Consensus Recovery Plan which is consistent with the following common goals: End the Bankruptcy No new taxes Solve the Bankruptcy within the county Utilize County resources to solve the county bankruptcy Pay all bond and vendor debt Recognize schools as a priority Maintain the integrity of the comprehensive settlement agreement Restore investor confidence in the bond market No interception of city revenue by county or state Plan as finally adopted might subordinate but not totally forgive County Reports were made by Councilman'Bauer and City Administrator Uberuaga regarding the proposed plans and the meetings they had attended on the bankruptcy issue, Mike Uberuaga, City Administrator, reported on the communication he had just distributed to the City Council from the Orange County Division of the League of California Cities dated August 29, 1995, titled Orange County Division, League of California Cities Offers Conceptual Approval of County Consensus: Recovery Plan. The City Administrator reported on proposed language that keeps arising that is detrimental to the city and must be watched. He informed Council that he had requested that the wording in paragraph E be included as follows:"Any litigation proceeds received by the County of Orange will be applied to non-county third party claims until those claims are paid.' Mr. Uberuaga reported that this wording should be accepted; that he has met with the schools in an effort to gain support for inclusion of said language. The City Administrator stressed the importance of elected officials speaking to other elected officials to gain acceptance of favorable conditions for the city. At 6:10 p.m. Councilman Bauer stated that he would have to leave the meeting. Status Report Regarding Option Agreement Requested, (120.90) Councilman Garofalo stated he would like to receive a status report from the City Attorney's Office regarding their interpretation of the Option Agreement with the county. At Councilman Sullivan's request, the City Administrator reported on the proposed language in the plan relative to pro rata sharing of the $18,000,000 General Revenue Costs among all OCIP participants from future proceeds due participants. �458 x Page 6 - City Council/Redevelopment Agency Minutes -08/30/95 (City_Co_uncil} Appointment To Fourth Of July Executive Boa_rd_Annou_nc_ed - Maureen Rivers (110.20) Pursuant to discussion at the previous Council meeting, Councilman Sullivan announced that Maureen Rivers is his appointee to the Fourth of July Executive Board. Adiournment• City Council/Redevelopment Agency, The Mayor adjourned the adjourned regular meetings of the City Council and the Redevelopment Agency of the City of Huntington Beach to Monday, September 5, 1995, at 5:00 p.m. in Room 8- 8, Civic Center, 2000 Main Street, Huntington Beach, California. City Cleric and ex-ofhcio Clerk of the City Council of the City of Huntington Beach, and Clerk of the Redevelopment Agency of the City of Huntington Beach California ATTEST: City ClerWClerk Mayor/Chairman 459 f' CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH To: CONNIE BROCKWAY, City Clerk From: ARTHUR DELALOZA, Deputy City Attorney Date: October 17, 1995 Subject: ORIGINAL ESTOPPEL AGREEMENTS GROUND LEASE, HILTON AND ADJACENT PROJECTS Here are the above original documents for your file. Thanks much. (Dictated but not read) ARTHUR DELALOZA Deputy City Attorney akI � �