HomeMy WebLinkAboutFinal Tract Map No. 14352 of Tentative Tract Map No. 14352-P Recording requested by, Recorded in Official Records, County of Orange
and when recorded return to: Gary Granville, Clerk-Recorder
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Connie Brockway,City Clerk
Office of the City Clerk Pi11 20010790760 0 .3d 1105I01
CITY OF HUNTINGTON BEACH 117 27 A04 1
P.O.Box 190—2000 Main Street 0.00 0.00 0.00 0-00 0.00 0.00 0.00 0.00
Huntington Beach,Ca. 92648
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(Space above this line for Recorder's use only) 1
ACCEPTANCE OF PUBLIC IMPROVEMENTS rl
(Huntington Beach Zoning and Subdivision Ordinance Section 255.22)
PLEASE TAKE NOTICE THAT on September 24, 2001, the City Engineer considered
the subdivision improvements described below, and found them_ to have been completed
satisfactory and accepted, as limited by Huntington Beach Zoning and Subdivision Ordinance
Section 255.22(A), the improvements for public use.
Further, the public improvements for the subdivision(s) have been dedicated to the City
of Huntington Beach, as described on Final Map No. 14352.
Public improvements constructed consist of the domestic water system and appurtenances, the
storm drain system and appurtenances, the sewer system, curb, gutter, paving and sidewalk
within the public streets.
The Foregoing instrument is the City Clerk's Original Document Reflecting City Council Action Taken at
10- 15- QW1 City Council Meeting Submitted for Recordation by the Orange County Recorder.
Attest to- 21- 20 a 1
CONNIE BROCKWAY
City Clerk and Ex-officio Clerk of t Ci cil Of the City of Huntington Beach, California
By Deputy
This document is solely for the
official business of the City
of Huntington Beach, as contem-
plated under Government Code
Sec. 6103 and should be recorded
free of charge.
CITY OF UN TING O BEACH
r
Tax-Exempt-Gr-nernr:icnt Agency
Cl E v dT ':G i ON EEACH
by: City Engineer
By:.-- ---- ----- ----- ------------------------
Deput Ci y Clerk by: Cf y Attorney
GAEng\Elliott\Bonds\Tract acceptance form
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907
State of California
County Of San Diego
On s-9=o1 before me, America San Martin, Notary Public
DATE NAME,TITLE OF OFFICER•E.G.,•JANE DOE,NOTARY PUBLIC'
personally appeared Christine A. Paterson
NAME(S)OF SIGNER(S)
® personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence
to be the person(s) whose name(a) ism
subscribed to the within instrument and ac-
knowledged to me thatlWshe executed
the same in his/her/their authorized
capacity(fm), and that byxXWher
signature(x) on the instrument the person(),
or the entity upon behalf of which the
person(x) acted, executed the instrument.
+ WITNEV my hand official seal.
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
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER:
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S)OR ENTTrY(IES)
SIGNER(S)OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave. P.O._Box.7184•Canoga Park,CA-91309.7184
N4 6895
SPATE OF CAT ORM
DEPARTMENT OF INSURANCE
SM FFANCISCo
Certificate of Authority
Ten Is ago C n"'That.Pursuant to the znssttmm Code of the Stars of Californ,la,
Developers Surety and indemnity Company.
Of West Des Moines, Tnwa ' ,orcantasd under the
latos of Iowa ,aubf ed to is Artfrles of Incorporation or
oWtay fwvAnswntcl organizational documents, is hereby authorized to transact wuyJ+this State,
subject to all Provisions of this Certsca;,the following classes of inatitra=.
safety
as aveh erataes are now or may hereafter be dafined in Aw rn4wwwu Larva of the State of Od4or nia.
Tuffs Cawltum&Tz is expressly conditioned upon, the holder hereof now and hereafter being in
full compliance%oith ail,and not in violation of any.of the applicable lours and lawful requiren e
:trade under authority of the lam of the State of California as long as ouch lava or requirements are
to effect and applicable,and as such Imm and requirements now are,or»lay h ereaf ter be changed
or amended,
Ix Wrmm Woumr.of jectiva as of the_.;0 th .—dy
o f August X have hEre mo Set
my hand and caused my a ff oW seol to be a fl swd th{s 3 0 th —
Of, AUgUat s r� 99
i
>`O
Qualification with the Secretary of State--st be acootnpllshed asjl�e�a
a 'one Co e
promptly after ismsnoe of this Certificate of Authority.Ratlet.e to on of Zns Cs;,io 1
and wiA be gro=dt for revoi' S this Certificate of Authotity pumant to the cDveaants mado in the anzmtion
therefor and tho waditiew contained hereto.
room am
• POWER OF ATTORNEY FOR •
DEVELOPERS SURETY AND INDEMNITY COMPANY
INDEMNITY COMPANY OF CALIFORNIA
PO BOX 19725,IRVINE,CA 92623•(949)263-3300
KNOW ALL MEN BY THESE PRESENTS,that except as expressly limited. DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY
OF CALIFORNIA,do each severally,but not jointly,hereby make,constitute and appoint:
***BART STEWART, CHRISTINE A. PATERSON, CHRIS A. LYDICK, VALERIE M. PEARCE,
JOINTLY OR SEVERALLY***
as the true and lawful Attorey(s)-in-Fact.to make,execute.deliver and acknowledge,for and on behalf of said corporations as sureties,bonds,undertakings and contracts
of suretyship giving and granting unto said Attorey(s)-in-Fact full power and authority to do and to perform every act necessary, requisite or proper to be done in
connection therewith as each of said corporations could do.but reserving to each of said corporations full power of substitution and revocation,and all of the acts of said
Attomey(s)-in-Fact,pursuant to these presents,are hereby ratified and confirmed.
This Power of Attomey is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of
DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA,cffectiw as of November 1.2000:
RESOLVED,that the Chairman of the Board,the President and any Vice President of the corporation be,and that each of them hereby is,authorized to execute Powers of
Attorney,qualifying the attorncy(s)named in the Powers of Attorney to execute,on behalf of the corporations,bonds,undertakings and contracts of suretyship;and that the
Secretary or any Assistant Secretary of the corporations be.and each of them hereby is,authorized to attest the execution of any such Power of Attorney;
RESOLVED,FURTHER,that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such
Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so affixed and in the future with respect to any bond,
undertaking or contract of suretyship to which it is attached.
IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these
presents to be signed by their respective Executive Vice President and attested by their respective Secretary this 81h day of November,2000.
C
By; \11 AI ND /
��� AND '"•., PANy �
David H.Rhodes,Executive Vice President . .. .ND % GOM 0
,SCJ.G0FiPOgq� ' 2 i GOAPOgq�co'9�
€w` SEAL =<= w = OCT.5 p
1936 'o° Z i967 Z
By: P a
Walter A.Crowell, Secretary =,;�7' 1OWP .•`aa•` cqG/FOPN�
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
On November 8,2000.before me,Diane J.Kawata,personally appeared David H.Rhodes and Walter A.Crowell,personally known to me(or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknomrlcdged to me that they executed the same in their authorized
capacities,and that by their signatures on the instrument the entity upon behalf of which the persons acted,executed the instrument.
WITNESS my hand and official seal.
_ DIANE J.KAWATA
JJ COMM.#1167928
�((�?. �m7✓�� • NOTARYPUBUC-CALIFORMA
Signature L rD ORANGE COUNTY
My Cwm Ev.Jan,8,2DO2
CERTIFICATE
The undersigned, as Chief Operating Officer of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, does
hereby certify that the foregoing Power ofAttomcy remains in full force and has not been revoked,and furthemmorc.that the provisions of the resolutions of the respective
Boards of Directors of said corporations set forth in the Pox cr of Attorney,are in force as of the date of this Certificate.
This Certificate is executed in the City of Irvine.California.the 9th day of AUGUST 2001
By
David G.Lane,Chief Operating Officer
ID-1380(11100)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT .
State of California
ss.
County of
On 0 -a) before me, -1-6t
Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public")
personally appeared 4
Name(s)of Signer
personally known to me
❑ 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
JULIA A. FRERICKS the entity upon behalf of which the person(s)
CommWon#1172024 Z
Z t�ctcrry PUNK—Callfomla �, acted, executed the instrument.
dRs Grange Coualy
MY Comm.Expkw re-b 1,-ICM, WITNESS my hand and official seal.
Place Notary Seal Above Signature o otary Public -
; t
II
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
I I .
Description of Attached Document �j
Title or Type of Document: 01>1 1 !✓1 Cf ��1
I I�
'� Document Date: Number of Pages:
2�
Signer(s) Other Than Named Above:
I
Capacity(ies) Claimed gy,Sign r �� r
Signer's Name: ( •,(/
❑ Individual •Top of thumb here
❑ Corporate Officer—Title(s):
❑ Partner— Limited El General
Attorney in Fact
❑ Trustee
t1 ❑ Guardian or Conservator
❑ Other:
I Signer Is Representing:
m 1999 National Notary Association•9350 Do Soto Ave..P.O.Box 2402•Chatsworth.CA 91313-2402•www.nationa'notary.org Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827
ALAN SLATER, ECEC[TrIVE OFFICER AND
CLERK OF THE SUPERIOR COURT
' O U IV TY O 1 ORANGE COUNTY SUPERIOR COURT
PROBATE COURT OPERATIONS
341 .THE CITY DRIVE
P. O. BOX 14171
s 3 RA fV c3i E ORANGE, CA 92613-1571
CLERK OF THE SUPERIOR COURT
C EEerm ATE OP FACT
RATE SEPTEMBER 19, 2001
I ALAN SLATER, EKSC7FZVE OFFICE[t AMID aJ= CM THE SlOPHtIOR tX IIQ AMID PCXt
TEE cOcmTY CST ORANGE, STATE OF CALMMKIA, DO BERM (MRTIFY THAT I AN TEM
OFFICIAL CaWMIAN CST TBE RECW OF TSE SUMIM COMM, C13aT1Y OF OP-4NCZ,
STATE CST CALnimm N.iA.
I DO FURTHER CMMlFY THAT A alWLETE LIST OF ALL 114SMU S AMffT= TO 'IItAN. =
SURETY II�htANCE IN THIS STATE, AS CMRTUMM TO THIS DEPAR329M BY THE INSURANCE
CSMMi.SSIONER, IS ON FILE IN MnS OFFICE. DEVELOPERS SURETY& INDEMNITY COMPANY
IS ON THE LIST AS ONE OF THE IN.SQRERs ADISITTED TO TPANSAC= SURETY nmmmcr, IN
THE STATE CE CALIFtFaTIA.
IN wr gESS WHO. I HAVE SMEMMO SET MY SAPID AND AFFI)= THE SEAL OF TBE
SM?RIOR C C= OF THE Sn= OF CALIFORNIA IN AND FM THE COW Y OF ORMGE.
ALAN SLATER, E mmcuPIyE OFFICER
AND CLERK OF THE SQFPRIOR COMU
OF THE STATE OF CALI C FMIA
0
?
IN AND FOR THE COUNTY OF GRANGE ��
` L1NDA C.WALLACE
ATTACHMENT 3
REQUEST FOR LATE SUBMITTAL OF RCA
RCA
Department: cbnti Title
�-
Council Meeting Date: ],::,,:,.,....[Date of This Request:
REASON (Why is this RCA being submitted late?):
I
EXPLANATION (Why is this RCA necessary to this agenda?):
dam.
CONSEQUENCES How shall delay of this RCA adversely impact the City?):
l
Signature: O Approved O Denied roved O Denied
�( Initials
e ►Required
De art ent Head Ray Silver Michael Uberua a
i
Request for Late Submittal
Requests for Council Action (RCA's) are due and considered late after
the City Administrator's deadline which is 5:00 P.M. Wednesday ten
days prior to the Council meeting at which the item is to be heard. This
deadline reflects the time needed prior to Agenda Review for
Administration staff and the City Administrator to review all RCA's and
their support material prior to forwarding them to the City Clerk for
placement on the preliminary agenda. It also provides time for the City
Clerk's office to review the item and add proper wording for the item to
the preliminary agenda for discussion at Agenda Review the following
Monday.
The Request for Late Submittal form provides a vehicle for RCA's to be
submitted after the Wednesday, deadline when there are extenuating
circumstances .which delayed the item and when action on the item is
necessary at the upcoming Council meeting.
Late items can agendized only with signed authorization on the Request
for Late Submittal form by the Assistant City Administrator or the City
Administrator.
i
CITY OF HUNTINGTON BEACH
�.0 INTER-DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
TO: Connie Brockway, City Clerk
FROM: Gail Hutton, City Attorney
DATE: September 8, 1997
SUBJECT: Signature to Subdivision Agreement for Tract 14352
with J/T Development Company, L. L.C.
JT Development Company is a limited liability company. Pursuant to
Section 17151 of the Corporations Code, limited liability companies may provide for
management by way of the articles of organization or an Operating Agreement.
Further, Section 17151(b) provides that the officers, if any, shall be appointed in
accordance with the written Operating Agreement.
In this case, attached please find the "Operating Agreement" for JT Development
Company, L.L.C., along with the "Agreement to Form a Limited Liability
Company," ("LLC Agreement") which is incorporated by reference into the
Operating Agreement. Pursuant to Section 7.1 of the Operating Agreement, the
Operating Manager may sign on behalf of the company "deeds, mortgages, bonds,
contracts or other instruments," except for those documents that are prohibited to
be executed by the Operating Manager or where the authority to sign is expressly
delegated to other members. However, this Agreement does not approve Tillotson
as Manager. Instead, the L.L.C. Agreement states at the top of page 5 that:
"As the `Operating Manager' of JT/LLC and the Project, Tillotson shall
receive a Management Fee equal to 3% of the completed market value of the
project . . . ."
This language is the closest to specifically designating Tillotson as the Operating
Manager. Since Tillotson is the Operating Manager, he may sign agreement on
behalf of the company. Consequently, we have approved the performance bonds
and the Subdivision Agreement. However, we do intend to inquire further into this
matter to determine if in the future, better documents appointing Tillotson as the
Managing Member can be created.
�c
Gail Hutton
City Attorney a ,
Attachments
� o
SF/s:G:SF-97Memos:Ti11ot
9/8/97-#2 ��
LJ-Ub— _�, :.��tAP r I 'Ur•1 L u:�tb� F'_
�. WN
OPERATING AGREEMENT
of
J/T DEVELOPMENT COMPANY,LLC
November 1994
OPERATING AGREEMENT
of
JIT DEVELOPMENT COMPANY,LLC
Table of Contents
PREAMBLE
ARTICLE ONE OFFICES
1.1 Principal Office
1.2 Registered Agent
ARTICLE TWO MEETINGS
2.1 Annual Meeting
2.2 Regular Meetings
2.3 Special Meetings
2.4 Notice of Meeting
2.5 Quorum
2.6 Proxies
2.7 Telephonic Meeting
2.8 Notice/Meeting Requirement
ARTICLE THREE FISCAL MATTERS
3.1 Fiscal Year
3.2 Deposits
3.3 Checks, Drafts, Etc.
3.4 Loans
3.5 Contracts
3.6 Legal Counsel
ARTICLE FOUR MEMBERSHIP CERTIFICATES AND THEIR TRANSFER
4.1 Certificates
4.2 Transfers of Shares
ARTICLE FIVE BOOKS AND RECORDS
5.1 Books and Records
5.2 Right of Inspection
5.3 Financial Records
AO-
r'- ARTICLE SIX DISTRIBUTION OF PROFITS
ARTICLE SEVEN OFFICERS
7.1 Operating Manager
7.2 Other Officers
7.3 Election and Tenure
7.4 Resignations and Removal
7.5 Vacancies
7.6 Salaries
7.7 fiduciary Duties
7.8 Anticipated Transactions
ARTICLE EIGHT MISCELLANEOUS
8.1 Notice
8.2 Waiver of Notice
8.3 Indemnification By Company
8.4 Indemnification Funding
ARTICLE NINE MEMBER'S RIGHTS
9.1 Voting
9.2 Members-Forced Return of Capital
9.3 Rights/Obligations of Members
ARTICLE TEN CAPITAL ACCOUNTS
10.1 Capital Accounts- Income and Credits of Members
10.2 Capital Account Maintenance
ARTICLE ELEVEN FEDERAL TAX CONSIDERATIONS
11.1
ARTICLE TWELVE DEFINITIONS
12.1 Membership Interest
12.2 Economic Interest
ARTICLE THIRTEEN AGREEMENT TO FORM JT/LLC
13.1
ARTICLE FOURTEEN AMENDMENTS
14.1 Amendments
ARTICLE FIFTEEN ENTIRE AGREEMENT
15.1 Entirc Agreement
2
J-U c,-I I I AI I rF<Ul'-I / 1 4 u`_+bo I
+
ARTICLE SIXTEEN HEADINGS
16.1 Headings
ARTICLE SEVENTEEN SEVERABILITY
17.1 Severability
ARTICLE EIGHTEEN ATTORNEY FEES
18.1 Attorneys Fees
ARTICLE NINETEEN CONSTRUCTION OF AGREEMENT
19.1 Construction of Agreement
ARTICLE TWENTY EXECUTION
20.1 Execution of this Agreement.
ARTICLE TWENTY ONE GOVERNING LAW
21.1 Governing Law
ARTICLE TWENTY TWO JT/LLC LIMITATIONS
22.1 TVLLC Limitations
CERTIFICATION, RATIFICATION and EXECUTION
3
1-'. b
low-
' Operating Agreement
of
J/T DEVELOPMENT COMPANY,LLC
November 1994
PREAMBLE
The purpose and intent of this Operating Agreement is to comply with the requirements
of the California Beverly-Killea Limited Liability Act. This Operating Agreement will set forth
the "Regulations" for the operation and management of JT/LLC. JT/LLC was formed for the
sole and exclusive purpose of managing, operating and developing the "Third Block West/Main
Pier Redevelopment Project" ("Project")pursuant to a Disposition and Development Agreement
with the Redevelopment Agency of the City of Huntington Beach, California.
ARTICLE ONE
OFFICES
. t
1.1 Principal Office. The principal office of JT/LLC will be located at 15272 BoIsa
Chica Road, Huntington Beach, CA 92649.
1.2 Registered Agent. John Tillotson shall be the initial registered agent for JT/LLC
with the registered agent's address being the same as the principal office. The registered office
and the registered agent may be changed from time to time by action of the Members and by
filing the prescribed form with the California Secretary of State
ARTICLE TWO
MEETINGS
2.1 Annual Meeting. JT/LLC shall not be required to hold annual meetings.
.rMLC can hold annual meetings if desired by the Members. If JT/LLC holds an annual
meeting it is not required to give written notice, or to prepare or.keep minutes for such meetings,
but can do so if desired by the Members. The purpose and intent of this section is to limit a
Member's risk of personal liability by complying with the requirements of Section 17101(b) the
California Beverly-Killea Limited Liability Act.
2.2 Regular Meetings. JT/LLC shall not be required to hold regular meetings.
JT/LLC can hold regular meetings if desired by the Members. If JT/LLC holds a regular
meeting it is not required to give written notice, or to prepare or keep minutes for such meetings,
but can do so if desired by the Members. The purpose and intent of this section is to limit a
ICI
t{-Lu8-I U�j; 1 1 :;bAM r kut-1 i 1 4 1 h. i
tIi%4
4
Membefs risk of personal liability by complying with the requirements of Section 17101(b) the
k,
California Beverly-Killea Limited Liability Act. If the Members do not prescribe the time and
place for the holding of regular meetings,regular meetings will be held at the time and place
specified by the Operating Manager in the written notice given to the Members.
2.3 Special Meetings. Special meetings of the Members,for any, unless otherwise
prescribed by statute,may be called by the operating Manager or by any Member.
2.4 Notice of Meeting. 'Written or telephonic notice stating the place,day and hour of
the annual,regular, or special meeting must be delivered not less than twenty one(21) days
before the date of the meeting, either personally or by mail,by or at the direction of the
'Operating Manager, to each Member of record entitled to vote at the meeting. If mailed the
notice will be deemed to be delivered when deposited in the United States mail, addressed to the
Member at his address as it appears on the books of JT/LLC with postage prepaid. When all the
Members of the JT/LLC are present at any meeting,or if those not present sign in writing a
waiver of notice of the meeting,or subsequently ratify all the proceedings of the meeting,the
transactions of the meeting are as valid as if a meeting were formally called and notice had been
given. The Members can waive notice requirements either oral v or in Wig. The Members
are not required to keep records pertaining to notice of meetings,or a waiver of notice for a
particular meeting. The purpose and intent of this section is to limit a Member's risk of personal
liability by complying with the requirements of Section 17101(b) the California Beverly-Killea
Limited Liability Act.
If one Member is involved in civil litigation with another Member or with a third party regarding
the operation and management of JT/LLC or the Project and that Member claims that another
Member 5111g or as a result of any "meeting"pursuant to sections 2.1, 2.2, and 2.3 had
"Knowledge" or"Notice" of a particular"fact" or "event", "Consented" or"Agreed" to a
particular management decision, contract, or other course of action then the Member charging the
other Member must fully comply with the following special notice requirements:
(1) written notice or a written wavier of notice pursuant to section 2.4 and, (2)minutes of the
meeting or other writings which(a) detail or explain the "Knowledge", "Notice", Consent or
"Agreement" claimed by the charging Member, and the minutes or writings contain the written
signature of the party being charged, and (3) The charging Member has the burden of proof to
in establishing these special notice requirements.
2.5 Quorum. At any meeting of the Members in which seventy-five percent(75%)
of the equity interests or "Membership Interests", as determined from the capital contribution of
each Member as reflected by the books of JT/LLC,represented in person or by proxy, will
constitute a quorum at a meeting of Members. For this section "Capital Contribution" shall
include loans made to JT/LLC. The initial Membership Interests in JT/LLC will be as follows:
John Tsai ("Tsai") - Seventy Percent (70%), John Tillotson("Tillotson") -Twenty Five Percent
(25%), and Mike Roberts ('Roberts") - Five Percent (5%).
14 1
2.6 Proxies. At all meetings of Members,a Member may vote by proxy executed in
writing by the Member or by his duly authorized attorney-in-fact. The proxy must be filed with
the Operating Manager of the Company before or at the time of the meeting.No proxy may be
valid after three months from date of execution,unless otherwise provided in the proxy.
2.6 Voting by Certain Members. Membership Certificates standing in the name of a
corporation,partnership or company may be voted by the officer,partner, agent or proxy as the
Bylaws of that entity may prescribe or, in the absence of such provision,as the Board of
Directors of that entity may determine. Certificates held by a trustee,personal representative,
administrator,executor, guardian or conservator may be voted by him, either in person or by
proxy,without a transfer of the certificates into his name.
2.7 Telephonic Meeting. Members of JT/LLC may participate in any meeting of the
Members by means of conference telephone or similar communication if all persons participating
.5.
in the meeting can hear one another for the entire discussion of the matter(s)to be voted on.
Participating in a meeting pursuant to this Section will constitute presence in person at the
meeting.
2.8 Notice/Meeting Requirement. The waiver of notice or non-requirement of
meetings provisions contained in Article Two will be permitted to the maximum event allowed
by the California Beverly-Killea Limited Liability Act.
ARTICLE THREE
' FISCAL MATTERS
3.1 Fiscal Year. The fiscal year of JT/LLC will begin on the first day of January and
{ end on the last day of December each year,unless otherwise determined by resolution of the
Members.
3.2 Deposits. All funds of JT/LLC will be deposited from time to time to the credit of
_ the JT/LLC in the banks, trust companies or other depositories as the Members may select.
t 3.3 Checks, Drafts, Etc. All checks,drafts or other orders for the payment of money,
G, and all motes or other evidences of indebtedness issued in the name of the Company will be
signed b the Operating Manager.
g Y p g 8
3.4 Loans. No loau$May be contracted on brfia fQf TT/LLC or no evidenr es of .
indebtedness try be,issued in its name unless al thorized by both Tsai an jillotson.
i
3.5 Contracts. The Members may authorize any Member or agent of JT/LLC, in
addition to the Operating Manager, to enter into any contract or execute any instrument in the
name of and on behalf of JT/LLC, and such authority may be general or confined to specific
` instances.
�J 6
�J-IJu-I r-1ji r 1 1 = =+GHI:1 I-Y�UII i 1 4 ii�_7JC7j._l�I F-. _I
3.6 Legal Counsel. One or more Attomey(s)at Law may be selected from time to
time by the Members to review the legal affairs of the Company and to perform other services as
i may be required and to report to the Members with respect to those services.
�yy4
ARTICLE FOUR
MEMBER CERTIFICATES AND THEIR TRANSFER
4.1 Certificates. Membership Certificates representing an equity interest and/or
"Membership Interest" in JT/LLC will be in the forni determined by the Members. Membership
Certificates must be signed by the Operating Manager and by all other Members. All
Membership Certificates must be consecutively numbered or otherwise identified. The name and
address of the person to whom the Membership Certificates are issued,with the initial equity
Capital Contribution and any future loans,must be entered in the Certificate Register of JT/LLC.
In case of a lost, destroyed or mutilated Membership Certificate,a new one may be issued and
indemnity to JT/LLC as the Members may prescribe.
4.2 Transfers of Shares. Any Member proposing a transfer or assignment of his
Membership Certificate must first notify JT/LLC,in writing,of all the details and consideration
for the proposed transfer or assignment. JT/LLC, for the benefit of the remaining Members, will
have the first right to acquire the equity by cancellation of the Certificate under the same terms
low- and conditions given to any third party purchaser,or if the transfer or assignment is related to a
Member who is deceased,expelled, or dissolved then pursuant to the procedures in the California
Beverly-Killea Limited Liability Act unless the parties to the transaction agree otherwise in
writing.
If JT/LLC declines to elect this option,the remaining Members who desire to participate
may proportionately (or in the proportions as the remaining Members may agree)purchase the
interest under the same terms and conditions first proposed by the withdrawing Member.
If the transfer or assignment is made as originally proposed and the_o her Members fail to
unanimousassienee will
have no right to participate-in-the management_-of_the business and affairs of JT/_L.LC onto
become a Member. The tran5&me or A5siglagg will gnly he entitled to rerrivr,the Z,hgrqQ f the
profit or other compensation byway of income and the return of contributions and loans to which
that Member would otherwise be entitled.
7
= lit, 1'-_ i i _.HI1 i r'.IJII i 1 4 VJ:JIJ_•�I - I-. I LI
ARTICLE FIVE
BOOKS AND RECORDS
5.1 Books and Records. The books and records of JT/LLC must be kept at the
principal office of JT/LLC or at other places as the-Members from time to time may determine.
5.2 Right of Inspection. Any Member of record will have the right to examine and
make copies, at any reasonable time,the books and records of account,minutes and records of
Members and any other document relating to the operation and management of JT/LLC or the
Project in the possession of JT/LLC, any Member,or agent of a Member. Every Member will
have a duty of"good faith" and "fair dealing" to disclose any knowledge of the existence of any
document requested pursuant to this section or disclose any knowledge of any document
requested pursuant to this section that may be in the possession of a third party. The inspection
may be made by any agent or attorney of the Member. On the written request of any Member,
JT/LLC must mail to such Member its most recent financial statements,showing in reasonable
detail its assets and liabilities and the results of its operations.
5.3 Financial Records. The Operating Manager has a"good faith" duty to ensure all
financial records will be maintained and reported based on General Accepted Accounting
Principals.
;^ ARTICLE SIX
DISTRIBUTION OF PROFITS
6.1 The Members may from time to time unanimously declare, and JT/LLC may
distribute,accumulated profits agreed not necessary for the cash needs of JT/LLC business.
Unless otherwise provided, retained profits shall be deemed an increase in a Member's capital
contribution pursuant to Internal Revenue Service("IRS")requirements and/or standards. This
section shall=mean a Member's equity or "Membership Interest" in JT/LLC will be increased
if that Member decides to retain his profits in JT/LLC. The Agreement to Form a Limited
Lability Company, and other provisions of this Operating Agreement govern "Membership
Interests".
ARTICLE SEVEN
MANAGERS/OFFICERS
7.1 Operating Manager. The Operating Manager will be the chief executive officer
of JT/LLC responsible for the general overall supervision of the business and affairs of JT/LLC.
Vdhen present, he will preside at all meetings of the Members. The Operating Manager may sign,
on behalf of JT/LLC, deeds, mortgages, bonds, contracts or other instruments which have been
appropriately authorized to be executed, by the Members except in cases where the signing or
execution is expressly delegated by the Members or by this Operating agreement or by Statute to
�^ some other Officer or Agent of the company; and, in general, he will perform all duties as may
be prescribed by the Members from time to time.
klul 1 i 14
�-- The specific authority and responsibility of the Operating manager will also include the
following:
(1)The Operating Manager will effectuate this Operating Agreement and the Regulations
and decisions of the Members.
(2)The Operating Manager will direct and supervise the operations of JT/LLC.
(3) The Operating Manager,within parameters as may be set by the Members, will
establish charges for services and products of JT/LLC as may be necessary to provide
adequate income for the efficient operation of JT/LLC.
(4)The Operating Manager,within the budget established by the Members,will set and
adjust wages and rates of pay for all personnel of JT/LLC and will appoint,lure and
dismiss all personnel and regulate their hours of work.
(5)The Operating Manager will keep the Members advised in all matters pertaining to the
operation and management of JT/LLC and the Project, services rendered,operating
income and expenses, and financial position.
The Operating Manager shall also maintain at the Principal Office as required by Section
�^ of Section 17058 of the California Beverly-Killea Limited Liability Act all of the following:
(1) A current list of the full name and last known business or residence address of each
member and of each holder of an economic interest in JT/LLC set forth in alphabetical order,
together with the contribution and the share in profits and losses of each Member and holder of
an economic interest.
(2) A current list of the full name and business or residence address.of each Manager.
(3) A copy of the Articles of Organization and all of its filed amendments, together with
any Member's power of attorney used for these documents.
(4) Copies of JT/LLC's federal, state, and local income tax or information returns and
reports, if any, for the six most recent taxable years.
(5) A copy of JT/LLC Operating Agreement,and any amendments, together with any
Member's power of attorney used for these documents.
(6) Copies of the financial statements of JT/LLC, if any, for the six most recent fiscal
years.
(7) The books and records of JT/LLC as they relate to the internal affairs of JT/LLC for
at least the current and past four fiscal years.
9
The Operating Manager will be responsible for any compliance to the California
Secretary of State as requested by the California Secretary of State or the California Beverly-
Killea Limited Liability Act including filing a registration form to transact intrastate business in
this State within 90 days after the filing of JT/LLC's original Articlesof Organization and
annually thereafter during the applicable filing period in each year, on a form prescribed by the.
Secretary of State.
7.2 Other Officers. JT/LLC, at the discretion of the Members,may have additional
Officers including,without limitation,one or more Vice-Operating Managers, one or more
Secretaries and one or more Treasurers. Officers need not be selected from among the Members.
One person may hold two or more offices, except one person may not hold both the office of
Operating Manager and the office of Secretary. When the incumbent of an office, as determined
by the incumbent himself or by the Members, is unable to perform the duties of his office, or
when there is no incumbent of an office (both such situations referred to hereafter as the
"absence" of the Officer),the duties of the office shall be performed by the person specified by
the Members.
7.3 )Election and'Tenure. If the Members decide to have Officers they will be
elected annually by the Members at an annual meeting,unless otherwise agreed by the Members
in writing. Each Officer will hold office from the date of his election until the next annual
meeting and until his successor has been elected,unless he sooner resigns or is removed,unless
otherwise agreed to by the Members in writing.
7.4 Resignations and Removal. Any Officer may resign at any time by giving
written notice to the Operating Manager or to all of the Members and,unless otherwise specified
therein, the acceptance of the resignation will not be necessary to make it effective. Any Officer
may be removed at any time by the Members with or without cause unless otherwise agreed to
by the Members in writing.
7.5 Vacancies. A vacancy in any office may be filled for the unexpired portion of
the term by the Members.
7.6 Salaries. The salaries of the officers will be fixed from time to time by the
Members unless otherwise agreed to by the Members in writing.
7.7 Fiduciary Duties. The fiduciary duties a Manager owes to JTILLC and to its
Members are of a partner to a partnership and of a partner to his fellow partners of a partnership.
Managers, Officers and their Agents pursuant to this Operating Agreement have three basic
duties that they must follow in performing their functions for JT/LLC.
The first one can be described as a "duty of diligence." Thus means that a Manager,
Officer or Agent must act with the care a reasonable prudent person would exercise under similar
�^ circumstances. He must act at all times in gaod faith and in a manner that is in the best interest
of JT/LLC and its Members. This duty is an affirmative one that requires not only good faith and
10
.� reasonable conduct on matters brought to his attention,but also requires that he makes
reasonable inquires and monitors JT/LLC affairs. While Managers,Officers and Agents are not
insurers of the integrity of their subordinates or of the general JT/LLC performance, they are
required to promote appropriate JT/LLC conduct and to have a program to identify improper
conduct.
Managers, Officers,Agents owe JT/LLC a "duty of loyalty"which includes not engaging
in personal activities which would damage or take advantage of JT/LLC. Managers, Officers,
and Agents hold a position of trust and confidence with JT/LLC and cannot use this position to
further private interests. They have an obligation to not create a conflict of interest with JT/LLC.
For example, they(1) cannot realize secret profits or gains through personal transactions with
TVLLC(2) may not compete with JT/LLC in a manner that hurts JT/LLC or its Members; (3)
cannot usurp a JT/LLC opportunity; and(4) should avoid even the appearance of a conflict of
interest.
Managers, Officers and Agents also have a "du&of obedience"which requires
performance of JT/LLC responsibilities in accordance with State law,the Articles of
Organization,the JT/LLC Operating Agreement,and the California Beverly-Killea Limited
Liability Act. Managers,Officers and Agents may be liable if they authorize any act which is
beyond the powers conferred upon JT/LLC by its Articles of Organization, its Operating
Agreement or the laws of the State of California.
Managers, Officer or Agents are presumed to have complied with the three basic duties if
they comply with a legal doctrine known as the "Business Judgment Rule." This rule recognizes
that not all management decisions will benefit JT/LLC. Generally the rule holds that
management will not be personally liable if it complies with the following:
1. ,Disinterestedness. Management is protected when action reflects disinterested and
independent conduct. Disinterested management are those who do not appear on both sides of a
transaction and who do not expect to derive any personal financial benefit through self-dealing.
2_ Due care. Management decision making must result from a reasonable effort to
obtain all relevant information so the decision reflects an informed judgment.
3. Good faith. The rule will protect management if management acted in the good faith
belief that its decision is in,or at least not opposed to,the best interest of JT/LLC and its
Members.
A Manager has a conflict of interest when a transaction with JT/LLC is one in which the
Manager has a direct or indirect financial or personal interest. A conflict transaction is voidable
by JT/LLC or majority vote of disinterested Members. The Operating Manager must give
disclosure to the Members and receive their unanimous consent of the Membership for any
conflict of interest transaction including but not limited to choice of a general contractor, choice
of architect, and choice of other third party independent contractors used on the Project.
11
1 Z r.. i-
"Personal Interest" for this paragraph includes any family or relative relationship, or any indirect
non-financial interest that could be perceived to benefit the Operating Manager,
7.8 Anticipated Transactions. Notwithstanding the provision of Section 8.5, it is
anticipated that the Members and Officers will have other legal and financial relationships.
Representatives of JT/LLC,along with representatives of other entities,from time to time may
participate in the joint development of contracts and transactions designed to be fair and
reasonable to each participant and to afford an aggregate benefit to all participants. Therefore, it
is anticipated that JT/LLC will desire to participate in these contracts and transactions and,after
ordinary review for reasonableness, that the participation of YMLC in these contracts and
transactions may be authorized by the Members.
ARTICLE EIGHT
MISCELLANEOUS
8.1. Notice. Any notice required or permitted to be given pursuant to the provisions
of the California Beverly-Killea Limited Liability Act,the Articles of Organization of JT/LLC or
this Operating Agreement will be effective as of the date personally delivered, or if sent by first
class mail, on the date deposited with United States Postal Service,prepaid and addressed to the
intended receiver at his last known address as shown in the records of JT/LLC.
8.2 Waiver of Notice. Whenever any notice is required to be given pursuant to the
provisions of the California Beverly-Killea Limited Liability Act, the Articles of Organization of
JT/LLC or this Operating Agreement, a waiver of the notice, in writing, signed by the persons
entitled to the notice, whether before or after the time stated therein,will be deemed equivalent to
the giving of the notice as long as the wavier is allowed by the California Beverly-Killea Limited
Liability Act.
8.3 Indemnification By JT/LLC. JT/LLC may indemnify any person who was or is
a party defendant or is threatened to be made a party defendant to any threatened,pending or
completed action, suit or proceeding,whether civil, criminal,administrative, or investigative
(other than an action by or in the right of JT/LLC) by reason of the fact that he is or was a
Member of JT/LLC, Officer, Employee or Agent of JT/LLC, or is or was serving at the request
of JT/LLC, against expenses(including attorney's fees),judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the action, suit or
proceeding if the Members determine that he acted in "good faith" and in a manner he reasonably
believed to be in or not opposed to the best interest of the Members of JT/LLC, and with respect
to any criminal action or proceeding,has no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent, will not in itself create a
presumption that the person did or did not act in good faith and in a manner which he reasonably
believed to be in the best interest of JT/LLC .
12
r�
8.4 Indemnification Funding. JT/LLC will fund the indenudfication obligations
provided by Section 8.3 in the manner and to the extent the Members may from time to time
deem proper and reasonable.
ARTICLE NINE
MEMBER'S RIGHTS
9.1 Voting. The Members of JT/LLC shall vote in proportion to their"Membership
Interests" in current profits of JT/LLC or, in the case of a Member who has assigned his entire
"economic interest" in JT/LLC to a person who has not been admitted as a Member, in
proportion to the interest in current profits that the assigning member would have had the
assignment not been made.
(1) The following matters shall require the unanimous vote of all Members:
(A) A decision to continue the business of JT/LLC after dissolution of the limited
liability company after dissolution JT/LLC pursuant to Section 17350 of the California Beverly-
Killea Limited Liability Act.
(B) Approval of the transfer of a Membership Interest and admission of the assignee
�^ as a"new" Member JT/LLC.
(2) In all other matters in which a vote is required,a vote of seventy five percent (75%)
of all Members entitled to vote unless the California Beverly-Killea Limited Liability Act
requires a greater percentage.
9.2 Transfer of Economic Interest. A Member's "economic interest" in JT/LLC
may be transferred or assigned without regard of the desires of ether Members.
9.3 Transfer of Membership Interest. A Members "Management Interest" and/or
"Membership Interest" and all his rights in JT/LLC may be transferred or assigned SIX with the
onsen of the membership.
9.4 Members-Forced Return of Capital.
A Member may rightfully demand the return of his capital contribution and loans if the
demand complies with the following requirements:
1. All liabilities of JTILLC, have been paid or there remains property or assets of
JT/LLC sufficient to pay them;
2. The consent of all Members is had, unless the return of the contribution to capital and
,•-� loans may be rightful demanded under other provisions of this Operating Agreement, the Articles
of Organization or the California Beverly-Killea Limited Liability Act;
13
3. The Article of Organization are canceled or so amended as to set out the need for
withdrawal.
9.5 Rights/Obligations of Members. The Members will have those rights and
obligations provided in the Articles of Organization and in this Operating Agreement. All issues
not covered by the Articles of Organization and this Operating Agreement will be reserved for
and governed by the laws of the State of California and the California Beverly-Killea Limited
Liability Act as long as they are not inconsistent with Articles of Organization and this Operating
Agreement.
ARTICLE TEN
CAPITAL ACCOUNTS
10.1 Capital Accounts -Income and Credits of Members. The LLC is required to
maintain for each Member a capital account which reflects that Member's separate distributive
share,whether or not distributed, of each class or item of JT/LLC income, gain, loss, deduction
or credit described in Internal Revenue Code("IRC") §§ 702 and 704. This section shall=
mean a Member's equity or "Membership Interest" in JT/LLC will be increased if that Member
decides to retain his profits in JT/LLC. The Agreement to.Form a Limited Lability Company,
and other provisions of this Operating Agreement govern"Membership Interests". If it is
determined that Member's allocation of income, gain, loss, deduction or credit does=have
substantial economic efireat.his distributive share of such income, gain, loss, deduction or credit
will be determined in accordance with his 'Membership Interest" in JT/LLC.
10.2 Capital Account Maintenance. With an approval of seventy five percent
(75%)of all Members entitled to vote, the capital account of each Member may be adjusted to
reflect the revaluation of JT/LLC's assets on the occurrence of the following events:
1. The significant contribution of money or other property to JT/LLC by a new or
existing Member as consideration for a "Membership Interest";
2. The significant distribution of money or other property by JT/LLC to a retiring or
continuing Member as consideration for a "Membership Interest; or,
3. The liquidation of JT/LLC within the meaning of Treas Reg § 1.704-1(b)(2)(ii)(g).
Adjustments will be based on the fair market value of JT/LLC on the date of the
• adjustment and will reflect the manner in which the unrealized income, gain, loss or deduction
inherent in JT/LLC property (that has not previous been reflected in the capital accounts) would
be allocated among the Members if there were a taxable disposition of the property for fair
market value on that date.
If any JT/LLC asset has a book value that differs from the adjusted tax basis of that asset,
the capital accounts shall be adjusted in accordance with Treas Reg § 1.704-1(b)(2)(iv)(g) for
14
allocations of depreciation, amortization and gain or loss computed for book purposes rather than
tax purposes.
If there is any basis adjustment pursuant to an election under IRC § 754,capital accounts
will be adjusted to the extent required by the IRS. The principals governing the adjustments of
each Membees capital accounts intended to satisfy the capital account maintenance requirements
of Treas Reg § 1.704-1(b)(2)(iv)and must be construed consistently with those requirements.
ARTICLE ELEVEN
FEDERAL TAX CONSIDERATIONS
11.1 It is the intent of the Members of TVLLC to achieve the maximum Federal
Income Tax advantages given to a valid operating Limited Liability Company. Me Mamhers
seek to reach the best utQ=jan of partnership pass-through treatment affQrded to Limited
In regards to definition of tax "items", "phrases",or"general principals"
the IRS definitions, laws,and regulations regarding partnerships will govern all the tax and
accounting operations of JT/LLC and will prevail over any conflict with the California Beverly-
KiIlea Limited Liability Act unless the Beverly-Killea Limited Liability Act prohibits such use
for state income tax purposes. Examples for this paragraph would include definitions for "at
risk" rules, "recourse and non-recourse financing" and the formula to calculate a Member's
r' "adjusted basis" including basis credit for Member loans to JT/LLC.
ARTICLE TWELVE
DEFINITIONS
12.1 Membership Interest. "Membership Interest" means the Membe-es right in
JT/LLC,collectively, including the Member's economic interest, and any right to vote or
participate in management, and any right to information concerning the business and the affairs
of JT/LLC provided by the California Beverly-Killea Limited Liability Act.
12.2 Economic Interest. "Economic Interest" means a person's right to share in the
income, gains, losses, deductions, credit, or similar items and to receive distributions from
JT/LLC, but does not include any other rights of a Member including, without limitation,3ht'!
right to vote or participate irl management, or, except as provided in Section 17106 of the
California Beverly-Killea Limited Liability Act, any right to information concerning the business
and affairs of JT/LLC.
15
ARTICLE THIRTEEN
AGREEMENT TO FORM JT/LLC
13.1 The "Afire_ ment fe Barm a Limi a Lr.iahility QzUpaux"dated
and signed by John Tsai,John Tillotson and Mike Roberts shall be incorporated by reference into
this Operating Agreement,and will become part of this Operating Agreement. ,�l11h Jerms and
.ondilionS Qf Ihat Agreement will be added to this Operating Ag=e ent in there entirety.
ARTICLE FOURTEEN
AMENDMENTS
14.1 Amendments. The power to adopt,alter,or repel the Articles of Organization
or the Operating Agreement for JT/LLC shall be vested in its Members. The Articles of
Organization or this written Operating Agreement may be altered,amended, restated, or repealed
and a new Articles of Organization or Operating Agreement may be adopted by seventy five
percent(75%) of all Members entitled to vote.
ARTICLE FIFTEEN
ENTIRE AGREEMENT
15.1 Entire Agreement. This Agreement,contains the entire agreement between
the Parties, and supersedes all prior wrijIgn and oxA1 negotiations betwcen the Parties.
ARTICLE SIXTEEN
HEADINGS
16.1 Headings. The headings contained in this Agreement have been inserted for
convenience only and in no way define or limit the scope of interpretation of this Agreement.
ARTICLE SEVENTEEN
SV'ERABILITY
17.1 Severability. Should any provision or portion of this Agreement shall be held
unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement
shall be unaffected by such holding.
16
/'.=-
!" ARTICLE EIGHTEEN
ATTORNEY FEES
18.1 Attorneys Fees. If there is a dispute regarding this agreement, or a non-
performance or breach by one of the parties to this Agreement the prevailing party will be
entitled to litigation costs and attorney fees.
ARTICLE NINETEEN
CONSTRUCTION OF AGREEMENT
19.1 Construction of Agreement. None of the Parties or their respective counsel
shall be deemed to have drafted this Operating Agreement for the purpose of construing its
terms. The language in all parts of this Agreement shall in all cases be construed according to its
fair meaning, and not strictly for or against any Party.
ARTICLE TWENTY
EXECUTION
20.1 Execution of this Agreement. The Parties agree that this Operating
Agreement can be executed in counterparts. Each signed counterpart shall be deemed original,
and all counterparts shall be construed as one document and part of the whole Agreement. This
Agreement can be executed and accepted by facsimile transmission between the Parties if an
original signed copy is sent by first class mail to the Parties within a reasonable time.
ARTICLE TWENTY ONE
GOVERNING LAW
21.1 Governing Law. This Agreement shall be governed and construed under the
laws of the State of California.
ARTICLE TWENTY TWO
JT/LLC LIMITATIONS
22.1 JT/LLC Limitations. JT(.LLC wu ftinnrd-LQLthr, sdc and excliasiy&
Noce of managing p ra ing and develo.ping the "Third Block W,st/Main Pier
Redevelopment Project" ("Project"),pursuant to a Disposition and Development Agreement with
the Redevelopm n Agency of the City of Huntington Beach California The Operating
Manager and
r R
17
CERTIFICATION
THE UNDERSIGNED,being all of the Members of JT/LLC, a California Limited
Liability Company, evidence their adoption and ratification of the foregoing Operating
Agreement of JVLLC. IN WITNESS WHEREOF,the parties to this Agreement have duly
executed it in the day and year written below:
Tsai:
Ali✓ �.�, 7
Dated.
Tsai -
Tillotson:
Dated• \ q
John Tillotson
Roberts:
Dated. /
Mike Roberts
18
�^ AGREEMENT TO FORM A LIMITED LIABILITY COMPANY
This AGREEMENT is made between John Tsai ("Tsai"), John Tillotson ("Tillotson"), and
Mike Roberts("Roberts"), (Hereafter collectively referred as the "Parties"):
Recitals
Whereas, at the present time a Joint Venture called the "Newcomb Tillotson Development
Company" ("Joint Venture")is developing a real estate project called the "Third Block West/Main
Pier Redevelopment Project" ("Project") pursuant to a Disposition and Development Agreement
("DDA") with the Redevelopment Agency of the City of Huntington Beach("Agency").
Whereas, the Joint Venture is composed of two partners, "K/W Realty Group Limited
Partnership" ("K/W") and "NIT Development Company",a general partnership ("N/T Partnership").
Tillotson's corporation, "Creative Decor Concepts Group, Inc." ("Creative Decor") is one of the
partners of the N/T Partnership and John Newcomb's ("Newcomb") corporation "Newcomb
Development,Inc." ("Newcomb's Corp.")is the other partner. Creative Decor has a 25%ownership
interest in the N/T Partnership and Newcomb's Corp. has a 75% ownership interest in the NIT
Partnership.
Whereas, the DDA provides for the sale to the Joint Venture all of the land which is the
subject matter of the Project, as well as,and other necessary requirements which must be performed
by both the Redevelopment Agency and the Joint Venture to satisfy the requirements as set forth in
the DDA.
Whereas, K/W, Newcomb, and NIT Partnership desire to sell all of their interest in the
Project for the cash in the amount of$250,000.00.Tillotson has determined that the Agency would
be willing to allow the transfer of the Joint Venture's interest in the Project and the rights and
responsibilities under the DDA to a new entity.
Whereas,at the present time only soft type development costs have been incurred by the Joint
Venture, such as engineering work, investigation and some remediation expenses for hazardous
substances and a S 50,000.00 deposit paid to the Agency pursuant to the DDA. The credit for this
deposit and any credits which the DDA grants pursuant to the DDA to the Joint Venture for
engineering work or remediation performed by the Joint Venture will pass to a new entity with the
assignment of the DDA. After assignment of the DDA,neither the Joint Venture or NIT Partnership
will have any assets relating to the Project.
Whereas, after the assignment of the DDA to the new entity,K/W and the NIT Partnership
will assign all their partnership interests in the Joint Venture to Creative Decor, and Newcomb's
Corp will assign its partnership interests in NIT Partnership to Creative Decor. Creative Decor will
then probably dissolve said entities. After the assignment of these various partnership interests,
Creative Decor which is controlled by Tillotson will emerge with a 100%ownership interest in the
Joint Venture.
1
•
Whereas, 'tlTt n s n desires to continue the development of the Project,but needs additional
equity or debt financing to proceed with the Project.
Whereas, Jwj desires to invest equity and/or loans to finance the Project and meet the
development goals articulated in the DDA.
Whereas,Tsai and Tillotson desire to assign the DDA to a new entity to be formed by them
with the sole purpose of creating a business relationship between themselves to develop and manage
the Project.
Whereas, Tsai and Tillotson desire to have Mike Roberts act as "Project Manager" for the
Project.
Whereas,the purpose of this Agreement is to establish the Parties in=to form a Limited
Liability Company which will receive the assignment of the DDA, and to set forth the agreed terms c
as to the major duties and responsibilities of the Parties which will be incorporated into the Limited
Liability Company's Operating Agreement.
NOW THEREFORE, for valuable consideration pursuant to this Agreement, which the Parties
acknowledge by the execution of this Agreement, the Parties agree as follows:
.*� The Parties agree to form a Limited Liability Company (LLC) under California law and
pursuant to the Beverly-Killea Limited Liability Company Act to undertake and carrying on as
follows:
SECTION 1. Name: The name of the LLC will be the "JT Development
Company, LLC" ("JT/LLC").
SECTION 2. Purpose: JT/LLC will be formed for the purpose of accepting;the
assignment of the DDA from the Joint Venture with the intent to fulfill the Joint Venture's duties
and responsibilities under the DDA, and to develop and manage the Project.
SECTION 3. Understanding- The Parties agree the major terms and essential
elements of their"agreement" which will be incorporated into the JT/LLC Operating Agreement
will be as follows:
A. Ownership Interest Tsai shall have a seventy percent (70%) "Membership
Interest" in JT/LLC, and Tillotson shall have a twenty five percent (25%) "Membership Interest"
in JT/LLC, and Roberts shall have a five percent (5%) "Membership Interest" in JT/LLC. The
Parties "Membership Interest" cannot be changed or transferred to a third party without the
consent of at least seventy five percent (75%)of the outstanding Members of JT/LLC. All
2
!" "profits" of the Project earned by JT/LLC including sales of condominiums, and rental or other
income will be divided in proportion to the Parties "Membership Interest" (ie. Tsai 70%,
Tillotson 25%, Roberts 5%).
B. Capital or Loan Contributions Tsai,or an entity controlled or designated by
him, will be required to make an initial equity investment of Seven Hundred Dollars $ 700.00
(70%), and Tillotson, or an entity controlled or.designated by him, will be required to make an
initial equity investment of Two Hundred Fifty Dollars $250.00(25°lo), and Roberts, or an entity
controlled or designated by him, will be required to snake an initial equity investment of Fifty
Dollars$ 50.00 (5%) Tsai, or an entity controlled or designated by him, will be required to make
additional loans to JT/LLC uo to a total o $4 3 ,3-49.00 as such funds are needed.
Approximately $ 627,900.00 of these loans will be advanced by Tsai upon the sigiung of all
initial documents to complete the formation and operation of JT/LLC. This initial advance will
be used to provide the omb's
Corp's ownership interest in the Joint Venture, and will also be used to pay a$ 254,0�, 0.00
Brokgrgge e�,due Coldwell Banker Towne Center located in Cerrtios, California for procuring
Tsai to invest in the Project. T"ne remaining$123,900.00 will be used for estimated operating
funds for JT/LLC in the first quarter of operation. Tillotson will not be required to invest any
sums except such additional funds as provided herein. Tsai obligation to fund the initial loan of
$ 627,900.00 and the total anticipated loans of$4,385,300.00 is subject to the occurrence of
�. certain Conditions Precedent stated in Section four(4) of this Agreement.
1. Reduction of Tsai Contribution If the Agency or City of Huntington Beach
1,4 lowers the total purchase price for acquiring the "Project Site" as explained in the DDA, then
�J-Tsai's total contribution described in paragraph 3(B)will be lowered dollar for dollar to match
7. 7& wU" the reduced purchase price. Tillotson has a dply to act in "good faith" and use his "best efforts"
to persuade the Agency and/or the City of Huntington Beach to lower the total purchase price of
ll the "Project Site".
C. Repayment of Tsai Loan Tsai will receive a return of 9%per arinum simple
interest on any equity investment or loans made to JT/LLC, such return to be paid at the time
Tsai's equity investments and loans are paid back by JT/LLC. It is understood between the
parties that the repayment of Tsai's equity investment and/or loans, and accrued interest from
JT/LLC is preferred, superior, and take priority over any payments or distributions of"profits"
that will be made to Tsai, Tillotson or Roberts. No "profits" from the project will be paid to
Tsai, Tillotson, or Roberts until all of the Tsai equity investments, loans, and accrued interest
have been paid. The repayment of equity investments, loans, and accrued interest will come from
condominium sales, rental income, and any other sales or income related to the development of
the Project. The "4nerating Manager" of JTlI,LC shall act in "good faith" and use his "best
efforts" to began repayment to Tsai as described in this paragraph when the condominiums or
other portions in the project begin selling,and/or when JT/LLC starts receiving rental income.
3
The "Operating Manager" of the Project will begin repayment to Tsai if it "commercially
reasonable under the circumstances".
D. J7'1LLCAeeounting Tillotson will be able to select the accountant used by
JT/LLC with the cost of this accountant being paid by JT/LLC. JT/LLC will supply each
"Member" of JT/LLC and their accountant with quarterly reports showing a breakdown of funds
expended to date and estimated funds needed in the coming quarter. Tsai's accountant will be
allowed to monitor the expenditure of funds and general accounting operations of JT/LLC, and
perform quarterly and/or random monthly compliance reports as needed. The cost of Tsai s
wtr.
accountant shall be paid by JTILLC.
1. Check Authorization Any written "check" of JT/LLC in excess of$20,000.00
must be signed by both(1) Tillotson and(2) Tsai or agent of Tsai appointed by Tsai for such
matters. Tillotson has duty to act in "good faith" in not writing multiple checks that would
violate the spirit and intent of this sub-paragraph.
E. Additional Loans If additional funds are needed by JT/LLC after Tsai has
advanced the full $4,386,000.00, Tsai will supply 70%, Tillotson will suppi2S%, Roberts.vi1l
suppiv 5% of gq,,,ljadditional funds as needed. If these additional funds are supplied by Tsai,
Tillotson and Roberts in proportion to their "Membership Interest" (ie. 70%, 25%, and 5%
respectively), then these additional amounts will be considered Lo=to JT/LLC and receive the
same rate of return as described in Section 3(C). These additional loans ("New Loans") will be
"junior" to any equity investment or loans made pursuant to Section 3(C). If any "Member" does
zit supply his share of additional funds as needed,the other "Member" if he supplies such funds �-
("Extra Loans") shall receive a return of 10%per annum simple interest on the amount of funds
supplied which should have been supplied by the other"Member",but not on his proportional
share of such additional funds. Any "Extra Loans" shall be "junior" to any equity investment or
loans made pursuant to Section 3(C) and to any "New Loans". Repayment of any equity
investment, or loans, or interest made pursuant to Section 3(C) shall have nri�antv__over the
repayment of any "New Loans" or "Extra Loans". Repayment of any "New Loans" shall have
prionty over the repayment of any "Extra Loans". The"Operating Manager's" repayment
responsibilities to act in "good faith", use "best efforts", and to act "commercially reasonable
under the circumstances" as described in Section 3(C) apply to any repayment of "New Loans"
and "Extra Loans". A JWember`s 'Wember Interest"as described in Section 3(A)shall never be
lost, converted, increased, or decreased by virtue of mtt being able to fund any "New Loans"or
"Extra Loans"ynl.Lu the Parties agree otherwise in writin
All
Operating Manager& Management Fee A "maiority in interest of the
r/ m " of JT/LLC shall elect an "Operating Manger" for JT/LLC and the Project. This
"Operating Manager" shall also serve as JT/LLC's "President". Tsai agrees to vote all of his
"Membership Interest" in favor of a faur year Mana�err►ent Contract for Tillotson beginning with
4
•
%^ the filing of the Articles of Organization for JT/LLC. As the "Operating Manager" of Tl, /I i C
and the Project Tillotson shalL receive a Management Fec-egual IQ 3%Qfthe completgd market
value 2f the project, such value to be ba sgd on actual sales of those portions sold. and 3% of the
market value of those portions retained by KnLC when tl ei 'Project is sold". When the
"Project is sold" will be defined to mean the following: when eighty five percent (85 0) of the
condominiums are sold and close escrow,or when eighty five percent(85°o) of the,Project is
sold. At the time the "Project is sold" Jillotsonshall be entitled to r eiv is 3% Management
ftf, on t Q as, all loans made by.
Tsai to IS/LLC including_princi awl and interest have been repaid to Tsai. At the time the
"Project is sold" and Tillotson receives his total 3%Management Fee on actual units sold, and
on the remaining portions of the Project not yet actually sold, It:en the total Management Fees
paid to Tillotson will be reconciled and Tillotson will be paid any deficit and will repay any over
payment he has received.
G. Management Fee Valuation If at the time the "Project is sold" Tsai and
Tillotson cannot agree on the fair market value of the retained portions of the Project,tl-eA each
Party will be allowed to pick one independent appraiser,and each appraiser shall pick a third
independent appraiser to value the remaining unsold units or portions. The independent
appraiser shall make his valuation based on the current fair market value of actual units or
portions remaining, and=on an average price paid per unit or portion of Project. If the
independent appraiser uses comparable sales of the Project to determine the value of remaining
units or portions of the Project the appraiser must make "good faith reasonable due diligent
efforts" regarding location,view, and utilization of the properties. If any of the remaining units
or portions of the Project not yet sold are those units classified as "Low Income Housing"
pursuant to the requirements of DDA,or have some other"=" restriction on them,then the
independent appraiser shall take into consideration these matters if they affect the market value
of the remaining portions. If an independent appraiser chosen pursuant to this sub-paragraph
uses the guidelines established in this sub-paragraph to determine the valuation of the remaining
units or portions of the Project, then that valuation shall be conclusive and-binding on all
Members of JT/LLC; and the Parties agree that in any future litigation regarding the proper
valuation of the remaining units or portions of the Project,that this Agreement will be submitted
to establish that this valuation was intended to be conclusive and binding on its Members.
H. Management Contract Renewal Tsai shall consent to renew Tillotson's
Management Contract after four(4)years if Tillotson has successfully managed the Project to
reach the sales and investment goals contained in the Project "Development Cost Summary" ►�
dated 10/18/94., Tsai has a duty to act "commercially reasonable under the circumstances" in
whether to give consent to renew Tillotson's Management Contract. If Tillotson's Management
Contract is renewed then Tillotson and Tsai must mutually agree as to the compensation and
term of the new Management Contract.
5
"logo- I. Payment of lVanagement Fee Based on the Project "Development Cost
Summary" dated 10/18/94 the projected "Net Sales Income" of the Project is $ 21,117,000.00.
If the Project reaches its fullest investment potential as articulated in the "Development Cost
Summary" dated 10/18/94,the projected Management Fee of 3%on the "Net Sales Income will
equal approximately $ 633,510.00 ($ 21,117,000.00 X .03). Since the Parties realize the full
investment value of the Project may not be achieved,eighty percent (80°/a) of the total projectedAr
Management Fee($633,510.00 X.80= $ 506,808.00) will be paid to Tillotson in monthly draws
in the amount of$ 10,558,50 per month over a four(4)year period ($ 506,808.00/48 Months). ��
The remaining twenty percent (20%) of the Tillotson Management Fee($ 126,702.00) will be �{
. paid as follows:
I. Tillotson shall receive the remaining 20%Management Fee at the end of
Tillotson's four year Management Contract or when the "Project is old" which,ever occurs first.
If the Management Contract has expired before the "Project is sold",JbW any Management Fee
distribution made to Tillotson at the end of his Management Contract will be a prorata
distribution based on the market value of actual Sale of those portions of the Project sold, and
the 3%Management Fee on the market value of those portions retained by JT/LLC will be paid
when the "Project is sold".
2. In the event that the cleanup of hazardous waste materials on the Project is
completed ahead of schedule and it is "commercially reasonable"to estimate the Project will be
�,.. completed in three (3)years, then Tillotson's Management Contract will be converted from a
four(4) year term into a three year term with Tillotson's monthly draw being increased
accordingly. Tsai has a to act in"good faith" and "commercially reasonable under the
circumstances" in whether to give consent to convert Tillotson's Management Contract.
3. If the conditions in paragraph 3(I)(2) are satisfied, Tillotson shall be entitled to
the remaining 20% Management Fee on a prorata basis over his three year term, if the funds are
necessary to effectively manage and save the integrity of the Project. Tsai must consent to any
distribution pursuant to this sub-paragraph,and in making his decision,take into consideration
whether Tillotson has successfully managed the Project to reach the sales and investment goals
contained in the Project "Development Cost Summary" dated 10/18/94. Tsai has a duly to act in
"good faith" and "commercially reasonable under the circumstances" in whether to give consent
to distribution of funds pursuant to this subparagraph.
4. Even if the conditions in paragraph 3(I)(2) do=occur, Tillotson shall be.entitled
to the remaining 20%Management Fee on a prorata basis over his four(4) year terns if the funds
are necessary to effectively manage and save the integrity of the Project Tsai must consent to
any distribution pursuant to this sub-paragraph, and in making his decision, take into
consideration whether Tillotson has successfully managed the Project to reach the sales and
investment goals contained in the Project "Development Cost Summary" dated 10/18/94. Tsai
has a duty to act in "good faith" and "commercially reasonable under the circumstances" in
whether to give consent to distribution of funds pursuant to this subparagraph.
6
5. If after four(4) years from the signing of this Agreement eighty five percent
(85%) of the condominiums in the Project have=sold and closed escrow,then Tillotson shall
&rfeit his remaining 20%Management Fee described in paragraphs I(1),I(2),1(3),I(4), and F.
Tillotson remaining 20%Management Fee will be forfeited even if eighty five percent(85%)of
the condominiums or the Project is sold at a later date.
J. Funding Requests Tillotson as the "Operating Manager/President" of JT/LLC and
the Project shall submit a Quarterly Retort to each member and that member's designated QVc
accountant based on the most recent Budget/Development Cost Summary dated 10/1$/94, and as
such this Budget may be amended from time to time. Said Quarterly Report will give an
accounting of funds expended by the JT/LLC since the last quarterly report and the anticipated
expenses and funds needed for the coming quarter. The Quarterly Report shall also be deemed to be a request for the funds needed, as shown in the report, for said coming quarter. Tsai, within
30 calendar days after r pt of said Quarterly Report,shall provide to JT/LLC the funds
requested in said report, but not to exceed in total his required contribution. Tillotson as
Operating Manager has the right to request "eme, ry.nncv" funds with 10 calendar days notice if
there is an item diate financial needed related to the Project. Any "emgrzencv" request by
Tillotson must be made in "good faith" and is "commercially reasonable under the
circumstances". Tsai must consent to any distribution pursuant to this sub-paragraph, and in
making his decision, take into consideration whether Tillotson has successfully managed the
Project to reach the sales and investment goals contained in the project "Development Cost
Summary" dated 10/18/94. Tsai has a 4 to act in "good faith" and "commercially reasonable
under the circumstances" in whether to give consent to the "emgr¢enQ" distribution of funds
pursuant to this subparagraph. All funding requests from Tillotson to Tsai whether normal or
emergency shall be made to Tsai and Tsai's designated accountant.
K. Budget Amendment The BudgetlDevelotment Cost Summary c inn l be
amended unless Tsai consents, and in making his decision, take into consideration whether
Tillotson has successfully managed the Project to reach the sales and investment goals contained
in the Project "Development Cost Summary" dated 10/18/94. Tsai has a C to act
"commercially reasonable under the circumstances" in whether to give consent to the amended
Budget. The Quarterly Report will include a supplemental report entitled "Breakdown of
Management Fee" which will itemize Management Fee expenses for the last quarter including
salaries or other compensation paid to Tillotson.
L. Duties & Responsibilities under lice Management Contract Tillotson's duties
and responsibilities under the Management Contract described in Section 3(F) will be as follows:
re e ' zLsibility and marketing it base can�tracts and terms,
create conceptual plans, generate financial projections, select and direct engineers, planners,
arc itects an other project consu tants, review and evaluate architectural plans and
specifications, prepare construction bud ets and schEdules solicits bids and select cozztractors,
7
prepare leases, covenants, conditions,restrictions and similar documents in concert with legal
counsel, negotiate and administer contracts for consultants and contractors, supervise
construction, represent Project before government bodies,procure interim or other financing,
initiate early marketing programs to procure prospective tenants/buyers,establish long-term
marketing and sales programs, establish long-term operations programs, and administer property
management. illmon'y duties and resno sihili i .sunder the ManageMent C-ontXact described in
Tillot5on's
PrQje,ct once t eon.5truclion and initial marketing of thg Proj t is omplete .
M. ,Management Fee Tillotson's Management Fee received under the
Management Contract described in Section 3(F) will be used to pay the following expenses:
bookkeeping, administration salary, fuel/oil allowance,health/medical insurance, office
equipment, office supplies, rent, utilities, insurance,copies, telephone, fax, vehicle leasing
allowance, secretary and/or receptionist, and contingency fund.
N. Mutual Consent Both TillQtso nd Tsai u�t InutualIg agzega1zd give
n ' e1vvyiu inlystne-nuId—vanv
and mn ment Qf the Praiect, t nd ZWi muZj Mutual&
to QZZY asmr"aichitactuml drawinar desi=inclutiag
will& zaed in thg develj2pmenLQf t_he&Qigct.
a
SECTION 4. Conditions Precedent: The following conditions must occur before
the Parties will be obligated to perform this Agreement or be obligated to continue to perform
this Agreement:
A. The Agency must assign the DDA to JT/LLC within a reasonable time after the
execution of this Agreement. As requested,Tsai shall provide the Agency with a personal
financial statement. Tsai shall not be liable or in breach of this Agreement, and shall be excused
from performing under this Agreement, if the Agency does not approve of the assignment of the
DDA to JT/LLC.
B. Tillotson must be able to facilitate a 100%buyout of K/W's,Newcomb's and
Newcomb's Corp's ownership interest in the Joint Venture.
C. If prior to the purchase of the Project from the Agency,the environment liability
and cleanup costs of hazardous materials on the Project to be borne by JT/LLC significantly
increases to such an amount to iuhslanjia4 effect the overall profitability of the Project and the
sales and investment goals contained in the Project "Development Cost Summary" dated
10/18/94, then Tsai shall be excused from f ether performance under this Agreement. Tsai has a
8
•
` to act in "good faith" and "commercially reasonable under the circumstances" in
determining if this condition is satisfied.
SECTION S. Representations and Warranties.
A. Tsai represents and warrants he has the financial ability to perform his obligations
under this Agreement.
B. Tsai represents and warrants he has performed his own due diligence and "good
faith" reasonable efforts in analyzing the Project including all business plans, projections,
financial information, marketing materials, and all other supporting documents given by
Tillotson to Tsai. Tsai represents and warrants he is a sophisticated business investor and has
read Section 6 of this Agreement and is aware of the "risks" associated with this project.
C. Tillotson represents and warrants to best of his "actual knowledge" and "good
faith" reasonable efforts that all of the business plans,projections, financial information,
marketing materials, and all other supporting documents given by Tillotson to Tsai regarding the
Project "fairly" represent the costs, future sales price of condominiums,projected profits and the
overall "market value" of the completed Project, and he has disclosed all the knows risks and
"material" facts of the Project to Tsai. The parties understand and agree the future real estate
,�- market is volatile, and Tillotson mot guarantee the overall profitability of the Project. This
paragraph einly represents and warrants that Tillotson has made "full disclosure" to Tsai of the
known risks associated with the Project,and the "materials or documents" given to Tsai "•fa&"
represent the Project based on Tillotson "actual knowledge" and "good faith" reasonable efforts
at flLe signing Uf this Agregment.
1. If after the signing of this Agreement it is discovered that Tillotson has W made a
full and complete disc&zaure of all "material facts" or "known risks" associated with the Project,
then (1) Tsai has a right to_vdd this Agreement and the right to withdraw without penalty from
JT/LLC; and (2) Tillotson shall be personally obligated to pay back all of Tsai's capital
contributions and loans made to JTILLC plus the interest for those loans at the rate described in
paragraphs 3(C) and 3(E)_ Total repayment to Tsai will be within 3 months from the date the
nondisclosure is discovered; and (3) Tillotson shall indernnifv Tsai from all damages, loss,
liability, including attorney fees and litigation costs arising from the Agency, the City of
Huntington Beach, or any other third party who brings a lawsuit against Tsai relating to his
withdrawal from the Project,or for damages caused to them for Tsai's decision not to complete
the financing of the Project; and (4) This paragraph is not intended to limit any of Tsai's other
available remedies in law or equity. GLt��ri�o-
D. Tillotson represents and warrants that after the signing of this Agreement he will v,
have on ongoing fiduciary duty to d s`�to Tsai any new risks to the Project or other
"material" information that can effect the sales and investment goals contained in the Project ptc-Y,
"Development Cost Summary" dated 10/18/94.
9
./w^.
SECTION 6. Disclosure of Risk: The Parties "Membership Interest" in JT/LLC
will be considered a "security" for Federal and State purposes. In order to comply with State and
Federal Securities laws a "full disclosure" of the rim in the investment of JT/LLC and the
Project must be made. The Parties agree and understand as follows:
The Project is a risk investment and speculative in nature. As such, any
equity investment or loans to JT/LLC is a risk investment and speculative in
nature. The future profitability and/or market value of the Project or
JT/LLC is uncertain, and there is no certainty that any profits will ever be
realized from the Project or from JT/LLC. Due to the risks inherent in this
Project the Parties are aware they may lose their entire investment. The
Parties warrant they are sophisticated investors capable of understanding the
riak and have the abil' itX to absorb any losses that may be attributed to the
Project or JT/LLC.
SECTION 7. State Securities Compliance: The Parties understand the JT/LLC
will need to register for a California Securities Exemption. The Parties agree to provide all
necessary documentation to prepare, supplement and support the filing of this exemption
s.. including the completion of an "Investor Letter" and "Investor Questionnaire" as needed. Tiv2j: is
12fthe essence for this Agreement, and parties wish to proceed even though State securities
compliance may not yet be fully satisfied.
SECTION S. Choice of Entity: The Parties to this agreement have reviewed with
their own independent legal counsel regarding the proper choice of commercial entity and
structure options. Specifically, as to entity, the parties reviewed, in addition to the traditional
corporation: (1) the LLC; (2) close corporations; (3)partnerships; (4) limited partnerships; (5) S
corporations; (6)joint ventures; and (7) unincorporated associations. The parties unanimously
chose to form an LLC under the Califomia statue known as the Beverly-killea Limited Liability
Company Act.
SECTION 9. Definitions: The words "good faith", "best efforts", and
"commercially reasonable under the circumstances" carry the regular definition used by the
Courts in California. "Commercially reasonable under the circumstances" will also be
interpreted to mean what a rrasoraable real estale investor or developer would do undel the
cirgllm tances.
SECTION 10. Operating Agreement: The parties understand the an Onerating
A2reement g vemi JTILL must be drafted in order to =perly fQnn a California LLC. The
Parties agree to incomorate by reference this entire Agreement into-the 4,LC. If at the sigma
10
fr, of this Agreemant the Earties haveV will
t in " Uith" and ma a their"_best efforts" to-final i -an-Operating Agromtnt a$ soon as
possible.
SECTION 11. Articles of Organization: After the execution of this Agreement,
the Parties shall authorizetheirr legal counsel to prepare and file Articles of Organization for
JTILLC. Tha Parties understand they need feed Ajjjc1e Qf_Org ni ation and have an,aps2roved
Q re sting Agreem -nit to be,a fWj functioning Califgmia
SECTION 12. Entire Agreement: This Agreement, contains the entire
agreement between the Parties, and supersedes all prior negotiations between the Parties.
SECTION 13. Readings: The headings contained in this Agreement have been
inserted for convenience only and in no way define or limit the scope of interpretation of this
Agreement.
SECTION 14. Modifications,Amendments and Waivers:
No provisions of this Agreement may be altered,amended or modified, and no addition to this
Agreement may be made even if supported by new consideration, unless such amendment,
modification, alteration or addition is in writing and signed by all of the Parties . There can be
no waiver with respect to this Agreement of any provision contained herein unless the same is in
writing and executed by the Party to be charged. No waiver of any provision of this Agreement
by any Party shall be, nor shall it be deemed to be,a waiver of the right of any other Party to
enforce strict compliance with the provisions thereof
SECTION 15. Attorneys Fees: If there is a dispute regarding this agreement, or
a non-performance or breach by one of the parties to this Agreement the prevailing party will be
entitled to litigation costs and attorney fees.
SECTION 16. Construction of Agreement: None of the Parties or their
respective counsel shall be deemed to have drafted this Agreement for the purpose of construing
its terms. The language in all parts of this Agreement shall in all cases be construed according to
its fair meaning, and not strictly for or against any Party.
SECTION 17, Execution of this Agreement: The Parties agree that this
Agreement can be executed in counterparts. Each signed counterpart shall be deemed original,
"~ and all counterparts shall be construed as one document and part of the whole Agreement. This
11
Agreement can be executed and accepted by facsimile transmission between the Parties if an
original signed copy is sent by first class mail to the Parties within a reasonable time.
SECTION IS. Governing Law: This Agreement shall be governed and
construed under the laws of the State of California.
SECTION 19. Severability: Should any provision or portion of this Agreement
shall be held unenforceable or invalid for any reason,the remaining provisions and portions of
this Agreement shall be unaffected by such holding.
SECTION 20. Continuing Commitment to Cooperate: At the signing of this
Agreement the Members understand some issues that need to become part of the Operating
Agreement still remain unresolved. The respective legal counsel for each side believes more
negotiations and discussions are needed to explain a Member's "Dissolution" rights and
procedures to follow in the event of the "Death of a Member". Both Members understand that
timQ i, s of the essence because this contract will trigger the happening of other independent events
that are needed before JrTlLLC can own and manage the Project. The respective legal counsel for
each side believes that any unresolved issue in the Operating Agreement can be mutually agreed
,r.. upon at a later date. The Parties agree to go.forward with the formation of JMLC and agree to
agree on other Operating Agreement provisions and/or amendments that may be necessary .
leach Members has a d=to act in "good faith" and "commercially reasonable under the
circumstances" in cooperating with fellow Members to fulfill the intent and purpose of this
section.
12
IN WITNESS WHEREOF,the parties to this Agreement have duly executed it in the day and
r
• year written below:
Tsai:
Dated: A V
J s '
Tillotson:
\ Dated:
John Tillotson
Roberts:
Dated_
Mike Roberts
13
• 0
;, j& CITY OF HUNTINGTON BEACH
a 2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
Date: September 19, 1997
Orange Coast Title Company
14320 Firestone Blvd., Suite 300
La Mirada, California 90638
Attention: John Wick
Regarding: Final Tract Map No. 14352
This is to inform you that all fees have been paid and conditions met on the above
named tract. You are free to record same at your convenience.
After recording, please return two prints of the Tract Map to Bruce Crosby, Department
of Public Works, P. 0. Box 190, Huntington Beach, CA 92648.
Sincerely,
Connie Brockway, CIVIC
City Clerk
CB:jc
Enclosure
Received by:
Dated: Ll zc�-'7-,
gAfollowupuractmap
Ji
(Telephone:714-536-5227)
City- of Huntington Beach
• P O-BOX 711 CALIFORNIA 92648
TELEPHONE 714 536.5200 FAx 714 374.1603
SHARI L. FREIDENRICH
CITY TREASURER
October 31, 2001 CERTIFIED MAIL
Developers Insurance Company
P.O. Box 19725
Irvine, CA 92623
To Whom it May Concern:
This is to inform you the City Council of the City of Huntington Beach, on October 15, 2001
approved the release of the following bonds:
Tract# 14352
Faithful Performance and Labor & Material Bond No. 437455S
Monument Bond No. 437454S
We are releasing the bonds and have enclosed them for your file. Also enclosed, is a copy of the
City Council Action approving the release of the above-referenced bonds.
If you have any questions regarding this matter, please contact me at (714) 536-5200.
Sincerely,
Shari . eidenrich, CPA, CCMT
City Treasurer
Enclosures
cc: J.T. Development Company, LLC
3579 E. Foothill Blvd., Suite 330
Pasadena, CA 91107
Bob Beardsley, Director of Public Works (no attachments)
Connie Brockway, City Clerk (no attachments)
Bond release TRI4352.DOC
i6 zy ti1nDIV
Council/Agency Meeting Held: )°'
Deferred/Continued to:
XAp roved ❑ Conditionally Approved ❑ Denied
_a bO'CI y Clerk dignature
Council Meeting Date: October 15, 2001 t Department ID Number: PW 01-085
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION o
o
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS ��=±
i C)
a�Cn
SUBMITTED BY: RAY SILVER, City Administratora.e,-4
/0- DREPARED BY: ROBERT F. BEARDSLEY, Director of Public WorkCr2 f\
SUBJECT: APPROVE THE RELEASE OF SECURITIES FOR TRACT NO. t435 --AND
ACCEPT THE PUBLIC IMPROVEMENTS
Statement ofissue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: Having completed all required public improvements, JT Development
Company, LLC, the developer of Tract No. 14352, which is located between Main and 5th
Streets and Orange and Olive Avenues, is eligible to receive a release of securities pursuant
to the provisions of the Subdivision Map Act.
Funding Source: Not Applicable.
Recommended Action: Motion to:
1. Accept the improvements constructed and dedicated for public use with Tract No. 14352;
and,
2. Release JT Development Company, LLC, Faithful Performance/Labor and Material Bond
No. 437455S and Monument Bond No. 437454S pursuant to California Government Code
Section No. 66499.7; and,
3. Accept JT Development Company, LLC, Guarantee and Warranty Bond No. 437455S,
the security furnished for guarantee and warranty of improvements, and instruct the City
Clerk to file the bond with the City Treasurer; and,
4. Instruct the City Clerk to notify the developer, JT Development Company, LLC, of this
action, and the City Treasurer to notify the Surety, Developers Insurance Company, of
this action; and,
5. Instruct the City Clerk to record the "Notice of Acceptance of Public Improvements"
(attached) with the Orange County Recorder.
Alternative Action(s): Deny the recommended action.
r
t
&UEST FOR COUNCIL AC
MEETING DATE: October 15, 2001 DEPARTMENT ID NUMBER:PW 01-085
Analysis: On September 15, 1997, the City Council approved Final Map No. 14352 and
accepted Bonds from JT Development Company, LLC, the securities furnished for Faithful
Performance/Labor & Material and Monuments. The developer, JT Development Company,
LLC, has completed all required public improvements and is requesting acceptance of the
work and release of the faithful performance, labor and material and monument bonds,
pursuant to California Government Code Section 66499.7. Public improvements constructed
consist of the domestic water system and appurtenances, the storm drain system and
appurtenances, the sewer system, curb and gutter, paving and sidewalk within the public
streets.
The City Engineer has determined that the improvements have been constructed in
substantial compliance with the approved plans and specifications, and recommends
acceptance of the improvements. California Government Code Section No. 66499.3(d)
requires that security for the guarantee and warranty of the improvements be posted upon
acceptance of the public improvements. The developer, JT Development Company, LLC,
have provided Guarantee and Warranty Bond No. 437455S as security.
Following is a list of project data:
Developer: JT Development Company, LLC, 15272 Bolsa Chica Road, Huntington
Beach, CA 92649
Engineer: HMK Engineering, 24007 Ventura Blvd., Ste. 210, Calabasas, CA 91302
Surety Co.: Developers Surety and Indemnity Company, P.O. Box 19725, Irvine, CA
92623
Location: Between Main and Fifth Streets and Orange and Olive Avenues
Zone: DTSP-5-CZ (Downtown Specific Plan — Mixed Use — Coastal Zone)
Environmental Status: This recommended action is a ministerial act and is exempt from
the requirements of the California Environmental. Quality Act, pursuant to State CEQA
Guidelines, California Administrative. Code, Title 14, Chapter 3, Section 15268(b).
Attachment(s):
City Clerk's
Page Number No. Description
1 Location Map
2 Guarantee and Warranty Bond No. 437455S
3 "Notice of Acceptance of Public Improvements"
RCA Author: T. ElliottJm
01-085 Oct 15 Elliott(Tract 14352) -2- 10/2/01 3:25 PM
0 , CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
October 29, 2001
JT Development Company, LLC
15272 Bolsa Chica Road
Huntington Beach, CA 92649
Re: Release of the Faithful Performance/Labor & Material Bond and Monument Bond for
Tract No. 14352 --[Acceptance of Public Improvements]
Please be advised that on Monday, October 15, 2001 the City Council of the City of Huntington
Beach took the following action:
(City Council) Approved the Release of Securities for Tract No. 14352 and Accepted
the Public Improvements (JT Development Company, LLC) Main and 5th Streets and
Orange and Olive Avenues (420.60) - 1.Accepted the improvements constructed and
dedicated for public use with Tract No. 14352, and 2. Released JT Development Company,
LLC, Faithful Performance/Labor and Material Bond No. 437455S and Monument Bond
No. 437454S pursuant to California Government Code Section No. 66499.7; and
3. Accepted JT Development Company, LLC, Guarantee and Warranty Bond No. 437455S,
the security furnished for guarantee and warranty of improvements, and instructed the City
Clerk to file the bond with the City Treasurer; and 4. Instructed the City Clerk to notify the
developer, JT Development Company, LLC, of this action, and the City Treasurer to notify
the Surety, Developers Insurance Company, of this action; and 5. Instructed the City Clerk
to record the Notice of Acceptance of Public Improvements with the Orange County
Recorder.
Sincerely,
Connie Brockway, CIVIC
City Clerk
CB:jh
g:/followup/tract/acceptpublicimp-notice.doc
(Telephone:714-536-5227)
i
ATTACHMENT 1
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ATTACHMENT 2
4 INSCO INSURANCE SERVICES, INC.
'nsC11=D Underwriting Manager for:
0 o Developers Surety and Indemnity Company
Indemnity Company of California
17780 Fitch,Suite 200•Irvine,California 92614•(949)263-3300
MAINTENANCE BOND
BOND NO.: 437455S
Premium included in Performance Bond
KNOW ALL MEN BY THESE PRESENTS:
THAT we, J/T DEVELOPMENT COMPANY, LLC("JT/LLC"),A CALIFORNIA LIMITED LIABILITY COMPANY as Principal,
and DEVELOPERS SURETY AND INDEMNITY COMPANY ,a corporation organized and doing business under
and by virtue of the laws of the State of IOWA and duly licensed to conduct surety
business in the State of California,as Surety,are held and firmly bound unto
CITY OF HUNTINGTON BEACH
as Obligee,in the sum of FIFTY NINE THOUSAND FOUR HUNDRED AND NO/100
($ 59,400.00 )Dollars,for which payment,well and truly to be made,we bind ourselves,our heirs,executors
and successors,jointly and severally firmly by these presents.
THE CONDITION OF THE OBLIGATION IS SUCH THAT:
WHEREAS,the above named Principal entered into an agreement or agreements with said Obligee to:
TRACT 14352 PLAZA ALMERIA
WHEREAS,said agreement provided that Principal shall guarantee replacement and repair of improvements as described
therein for a period of one year following final acceptance of said improvements;
NOW,THEREFORE,if the above Principal shall indemnify the Obligee for all loss that Obligee may sustain by reason
of any defective materials or workmanship which become apparent during the period of one year from and after acceptance
of the said improvements by Obligee,then this obligation shall be void;otherwise to remain in full force and effect.
IN WITNESS WHEREOF,the seal and signature of said Principal is hereto affixed and the corporate seal and the name
of the said.Surety is hereto affixed and attested by its duly authorized Attorney-in-Fact
this 9TH day of AUGUST 2001
YEAR
J/T DEVELOPMENT COMPANY,LLC("JT/LLC"), DEVELOPERS SURETY AND INDEMNITY COMPANY
Principal
CALIFORNIA LIMITED LI - .\ COMPANY BY.
CHRISTINE A.PATERSON Attorney-in-Fact
BY' F.PP1'tOVI'D AS TO F •'U`�
A 46 in' INens6tA- \ ='� : .� 'i'u2d, City Attornoq
iD-1201 :':. : L`eputf City At
( )(One ear Term)(REV.3/01) �,, � j. +OZ'nfl
j, CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
October 29, 2001
Gary L. Granville
County Clerk-Recorder
P.O. Box 238
Santa Ana, CA 92702
Enclosed please find "Acceptance of Public Improvements"for Tract 14352 to be recorded and
returned to the City of Huntington Beach, Office of theCity Clerk, 2000 Main Street, Huntington
Beach, CA 92648.
Please return a conformed copy of the acceptance when recorded to this office in the enclosed
self-addressed stamped envelope.
Connie Brockway, CIVIC
City Clerk
Enclosures
Tract No. 14352—JT Development Co., LLC—Between Main &Fifth Sts.And Orange and Olive Aves.
g:/followup/tract/acceptpu bli ci mp-recorder.doc
(Telephone:714-536-5227)
•
Recording requested by,
and when recorded return to:
Connie Brockway,City Clerk
Office of the City Clerk
CITY OF HUNTINGTON BEACH
P.O.Box 190—2000 Main Street
Huntington Beach,Ca.92648
(Space above this line for Recorder's use only)
ACCEPTANCE OF PUBLIC IMPROVEMENTS
(Huntington Beach Zoning and Subdivision Ordinance Section 255.22)
PLEASE TAKE NOTICE THAT on September 24, 2001, the City Engineer considered
the subdivision improvements described below, and found them to have been completed
satisfactory and accepted, as limited by Huntington Beach Zoning and Subdivision Ordinance
Section 255.22(A), the improvements for public use.
Further, the public improvements for the subdivision(s) have been dedicated to the City
of Huntington Beach, as described on Final Map No. 14352.
Public improvements constructed consist of the domestic water system and appurtenances, the
storm drain system and appurtenances,the sewer system, curb, gutter, paving and sidewalk
within the public streets.
The Foregoing instrument is the City Clerk's Original Document Reflecting City Council Action Taken at
City Council Meeting Submitted for Recordation by the Orange County Recorder.
Attest to— 20 )
CONNIE BROCKWAY
City Clerk and Ex-officio Clerk o t City cil Of the City of Huntington Beach, California
By Deputy
This document is solely for the
official business of the City
of Huntington Beach, as contsrt*-
plated under Government Code
I-ec. 6103 and should be recorded
free of charge.
CITY OF TING O BEACH
rN
Tax Cxema;G_:ernr:ient Agency
0; i= U'd7 1G T D!,\1 EEAOH by: City Engineer
By:--- ---- ----- ----- ------------------------
Deput Ci y Clerk by: C- y Attorney
GAEng\Elliott\Bonds\Tract acceptance form
RCA AOUT,
ING 91HEET .
INITIATING DEPARTMENT: Public Works
SUBJECT: APPROVE THE RELEASE OF SECURITIES FOR TRACT
NO. 14352 AND ACCEPT THE PUBLIC IMPROVEMENTS
COUNCIL MEETING DATE: October 15, 2001
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Attached
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorney) Not Applicable
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome Not Applicable
Certificates of Insurance (Approved by the City Attorney) Not Applicable
Financial Impact Statement (Unbudget, over $5,000) Not Applicable
Bonds (If applicable) Attached
Staff Report If applicable) Not Applicable
Commission, Board or Committee Report (If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable
EXPLANATION FOR MLSSING ATTACHMENTS
._. .. ........... ........_
REVIEWED.. .: RETURNED FORWARDED
Administrative Staff to
Assistant City Administrator Initial
[C!t Administrator Initial
City Clerk ) ,
EXPLANATION FOR RETURN OF ITEM
....
SpaceOnly)
RCA Author: T. Elliott
CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
Date: September 24, 1997
Orange Coast Title Company
14320 Firestone Blvd., Suite 300
La Mirada, California 90638
Attention: John Wick
Regarding: Final Tract Map No. 14352
This is to inform you that all fees have been paid and conditions met on the above
named tract. You are free to record same at your convenience.
After recording, please return two prints of the Tract Map to Bruce Crosby, Department
of Public Works, P. O. Box 190, Huntington Beach, CA 92648.
Sincerely,
Connie Brockway, CIVIC
City Clerk
CB:jc
Enclosure
Received by: dF-o&&C I q-("lf
Dated: I' �- y ._ �{ }
gAfollowupUractmap
(Telephone:714-536-5227)
S'
--rit
E-'tit`-1 �•"L" �
ORANGE COAST
TITLE COMPANY � Lv)
September 19, 1997
Office of the City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA
Attn: May
Reference: Tract No. 14352
Our Order No. M60518-3
Dear May:
Per our conversation today, I am returning to you the title sheet of the above-referenced
tract map. The Redevelopment Agency must sign the map, and it must be notarized. When
the signature has been obtained, please contact me and I will have a messenger pick up the
title sheet and return it to me for further processing.
Your prompt consideration in the matter is greatly appreciated. If you have any questions,
please do not hesitate to call. My telephone number is (714) 522-1515, ext. 145. Thank you
very much.
Sincerely,
4 q
Nancy J. Noonan
Title Officer
Builder Services Commercial Division
enc. D Q,&Y ea-A-2-o
PX"x� e401���
BUILDER SERVICES/
COMMERCIAL DIVISION
14320 FIRESTONE BOULEVARD,SUITE 300,LA MIRADA,CA 90638 ■714/522-1515
STATEMENT OF ACTION OF THE CITY COUNCIL
Council Chamber, Civic Center
Huntington Beach, California
Monday, September 15, 1997
A videotape recording of this meeting
is on file in the Office of the City Clerk.
The regular meeting of the City Council and the Redevelopment Agency of the City of Huntington
Beach was called to order at 5:00 p.m.
CITY COUNCIUREDEVELOPMENT AGENCY ROLL CALL
PRESENT: Harman, Dettloff, Bauer, Sullivan, Green, Garofalo
ABSENT: Julien
Consent Calendar- (Item Approved)
A motion was made and the following item was approved as recommended by the following roll
call vote:
AYES: Harman, Dettloff, Bauer, Green, Garofalo
NOES: Sullivan
ABSENT: Julien
E-19. (City Council) Final Tract Map No. 14352 Of Tentative Tract Map No. 14352 - Plaza
Almeria Subdivision - Between Main & Fifth Streets & Orange & Olive Avenues
(420.60) - 1. Approve Final Tract Map No. 14352 and accept the offer of dedication and
improvements and bonds (Developers Insurance Company) pursuant to findings and
requirements (Attachment No. 1) as set forth in the Request for Council Action dated
September 15, 1997; and 2. Approve the Subdivision Agreement between the City and J.
T. Development Company. L.L.C. and authorize execution by the Mayor and City Clerk.
Submitted by the Community Development Director
[Approved 5-1 (Sullivan: No)(Julien: Absent)]
I
The meeting adjourned to Monday, September 29, 1997 at 5:00 p.m., in the Council Chambers,
Civic Center, 2000 Main Street, Huntington Beach, California.
/s/ Connie Brockway
City Clerk and ex-officio Clerk of
the City Council of the City of
Huntington Beach, California
ATTEST:
/s/ Connie Brockway /s/ Ralph Bauer
City Clerk/Clerk Mayor
STATE OF CALIFORNIA )
County of Orange ) ss:
City of Huntington Beach )
I, Connie Brockway, the duly elected City Clerk of the City of Huntington Beach, California, do
hereby certify that the above and foregoing is a true and correct Statement of Action of the City
Council of said City at their regular meeting held on the September 15, 1997.
Witness my hand and seal of the said City of Huntington Beach this 19th day of
September, 1997.
/s/ Connie Brockway
City Clerk and ex-officio Clerk of
the City Council of the City of
Huntington Beach, California
By C��Jj (�&_j
Depu ty Clerk
(15) • 09/15/97 - Councilltency Agenda - Page 15
E-17. (City Council)Approval Of Grant Aareement Between The City Of Huntington
Beach And The Huntinaton Beach Conference &Visitors Bureau, Inc., (HBCVB)
For Fiscal Year 1997/98 For Public Relations Services (600.10) - Approve and
authorize execution by the Mayor and City Clerk of the Grant Agreement between the
City of Huntington Beach and the Huntington Beach Conference and Visitors Bureau,
Inc. (HBCVB) for a twelve month Agreement for a total of$190,000. Submitted by the
Economic Development Director
[Approved 6-0 (Julien: Absent)]
E-18. (City Council) Bid Award - Nobest Inc., - Repair/Replacement Of Street
Improvements Alona Trident Lane, Catalina Circle & Castle Drive - MSC-389 -
Approve Agreement (600.10) - 1. Accept the low bid submitted by Nobest Inc. for the
repair/replacement of applicable street improvements along Trident Lane, Catalina
Circle and Castle Drive; and 2. Approve a total project budget of$522,000. This
amount includes $393,402 for contract work, $39,340 for any unanticipated Change
Orders and $89,258 for incidental expenditures (i.e parkway trees, water meter boxes,
manhole lids, etc.) and approve and authorize execution of the agreement. Submitted
by the Public Works Director
[Approved 6-0 (Julien: Absent)]
E-19. (City Council) Final Tract Map No. 14352 Of Tentative Tract Map No. 14352 - Plaza
Almeria Subdivision - Between Main & Fifth Streets & Oranae & Olive Avenues
(420.60) - 1. Approve Final Tract Map No. 14352 and accept the offer of dedication
and improvements and bonds (Developers Insurance Company) pursuant to findings
and requirements (Attachment No. 1) as set forth in the Request for Council Action
dated September 15, 1997; and 2. Approve the Subdivision Agreement between the
City and J. T. Development Company. L.L.C. and authorize execution by the Mayor and
City Clerk. Submitted by the Community Development Director
[Approved 5-1 (Sullivan: No)(Julien: Absent)]
E-20. (City Council) Declaration Of Conditions, Covenants And Restrictions For Property
(Resale Restrictions) -Affordable Housing Covenants For Greystone Keys Project
- Tract No. 14662 - (n/Garfield Avenue -w/Main Street -e/Gothard Street) (420.60) -
Approve and authorize execution of the [Declaration of Conditions Covenants and
Restrictions for Property(Resale Restrictions)] (Affordable Housing Covenants) for the
Greystone Keys Project Tract No. 14662 by the Mayor and City Clerk and direct the
City Clerk to record with the Orange County Recorder (n/Garfield Avenue -w/Main
Street- e/Gothard Street) Submitted by the Community Development Director
[Adopted 6-0 (Julien: Absent)]
(15)
f
AUTHORIZATION OF MAP RELEASE TO TITLE CO.
TO: Janelle Case
Deputy City Clerk
FROM: Bruce Crosby
Civil Engineer Assistant
DATE: September 18, 1997
TRACT NO.: 14352
TITLE CO.: Orange Coast Title Co., 14320 Firestone Blvd., Ste. 300, La Mirada, Ca.
90638
PHONE NO.: (714) 522-1515
TITLE OFFICER: John Wick
I hereby certify that all Public Works fees, bonds, agreements and insurance requirements have
been complied with.
Bruce P. Crosb
27828
4 \ /
NOTICE O� /COMPLIANCE WITH CONDITIONS
ON TRACT/PARCEL MAP AND AUTHORIZATION
FOR RELEASE FOR RECORDING
TO: CITY CLERK DATE: q • �� •�'1-{
FROM: COMMUNITY DEVELOPMENT
Howard Zelefsky
TRACT NO.
PARCEL MAP NO.
PARK AND RECREATION FEES PAID: YES q Z . Vg,UO ❑ NO
OTHER:
for:
oward Zelefsky
Planning Director
A P w
S-T-
Council/Agency Meeting Held: J 1s l97
Deferred/Continued to: �
approved ❑ Conditional A roved ❑ Denie City Clerfs Signature
Council Meeting Date: September 15, 1997 Department ID Number: CD 97-49
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION `-0 7
.:r)ra
Nter, r'
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS rn
SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator ��_�
PREPARED BY: MELANIE S. FALLON, Community Development Director .lei
SUBJECT: FINAL TRACT MAP NO. 14352 OF TENTATIVE TRACT MAP NO.
14352 (PLAZA ALMERIA SUBDIVISION)
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,
Attachment(s)
Statement of Issue:
Final Tract Map No. 14352 (Plaza Almeria Subdivision, a mixed,use project including 42 unit
multi-family residential homes and 41,000 square feet of commercial space) located
between Main and Fifth Streets is being submitted to the City Council for approval.
Funding Source: Not applicable.
Recommended Action:
Motion to:
1. "Approve Final Tract Map No. 14352 and accept the offer of dedication and
improvements and bonds pursuant to findings and requirements (Attachment No. 1);
and
2. Approve Subdivision Agreement between the City and J.T. Development
Company, L.L.C. and authorize execution by the Mayor and City Clerk."
Alternative Action(s): 1A
The CityCouncil may make the following motion:
Y g \
A. "Deny Final Tract Map No. 14352 and not accept the offer of dedication,
improvements, and bonds." \�
V
RQUEST FOR COUNCIL ACTIA
MEETING DATE: September 15, 1997 DEPARTMENT ID NUMBER: CD 97-49
Analysis:
A. PROJECT PROPOSAL:
SUBDIVIDER: J.T Development Company LLC
3579 E. Foothill Blvd., #330
Pasadena, CA 91107
ENGINEER: HMK Engineering
24007 Ventura Blvd., Ste. 210
Calabasas, CA 91302
LOCATION: Between Main and Fifth Streets and Orange and Olive Avenues
ZONE: DTSP-5-CZ (Downtown Specific Plan-Mixed Use-Coastal Zone)
GENERAL PLAN: RL-7 (Low Density Residential)
NO. OF ACRES: 1.883
NO. OF NUMBERED LOTS: 1
NO. OF LETTERED LOTS: 0
NO. OF UNITS: 42
DISCUSSION:
On February 25, 1997 the Planning Commission approved Tentative Tract Map No. 14352
for a mixed use project including 45 attached multi-family residential units in conjunction with
41,000 square feet of commercial space. On appeal, the request was approved by the City
Council on April 7, 1997. The subdivider has modified the project slightly since it was
approved and has reduced the number of residential units to 42. Final Tract Map No. 14352
represents the only phase of the project.
The affordable housing requirement for the residential portion will be satisfied by the
Redevelopment Agency through the provision of seven off-site rental units for very low, low
and moderate income households. The subdivider will satisfy the Park and Recreation
requirement through the payment of park and recreation fees in the amount $92,348.00 prior
to release of the final map for recordation.
CD97-49.DOC -2- 09/08/97 4:50 PM
�QRUEST FOR COUNCIL ACTIA
MEETING DATE: September 15, 1997 DEPARTMENT ID NUMBER: CD 97-49
The final map has been examined and certified by the City Engineer and the Secretary to
the Planning Commission as being in conformance with the conditions of approval for the
tentative map as filed with, amended and approved by the Planning Commission.
Environmental Status:
This action to accept Final Tract Map No. 14352 is exempt from the requirements of the
California Environmental Quality Act, Section 15628(b). On April 7, 1997, the City Council
approved Negative Declaration No. 96-16 for the project.
AttachmentU:
City Clerk"s
Page Number
............._ .........
............ .............
.... ............
. ... ...........
......
..........
......... .....
1. Findings and Requirements for Acceptance of Final Map
2. Area Map
3. Tentative Tract Map No. 14352 with site plan
4. Tentative Tract Map No. 14352 Findings and Conditions of
Approval
5. Subdivision Agreement
6. Bonds
CD97-49.DOC -3- 09/08/97 4:50 PM
_ m
r s
' y
...: ,..
ATTACHMENT NO, 1
FINDINGS AND REQUIREMENTS FOR ACCEPTANCE OF FINAL MAP
Findings for Acceptance of Final Maw
1. Final Tract Map No. 14352 is in conformance with the California Subdivision Map
Act, the City of Huntington Beach Subdivision Ordinance and Tentative Tract Map
No. 14352 conditions of approval as approved by the City Council.
Requirements:
1. Offer of dedication and improvements are subject to completion of requirements
shown on the tentative map.
2. The City Clerk is hereby instructed to file bonds with the City Treasurer:
a. Faithful Performance Bond No. 437455S as presented in Attachment No. 6
b. Labor and Material Bond No. 437455S as presented in Attachment No. 6
c. Monument Bond No. 437454S as presented in Attachment No. 6
3. Instruct the City Clerk to not affix her signature to the map nor release it for
preliminary processing by the County of Orange for recordation until the following
conditions have been complied with for the map:
a. A deposit of fees for water, sewer, drainage, engineering, and inspections shall
be provided;
b. A Certificate of Insurance shall be submitted;
C. Drainage for the subdivision shall be approved by the Department of Public
Works prior to recordation of the final map.
d. An approved Subdivision Agreement shall be submitted(Attachment No. 5);
e. Payment of Park and Recreation In-Lieu Fees.
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RECEIVED
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REVISED TENTATIVE TRACT MAP NO . 14352
h�
IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, CALIFORNIA
1
��. PROPERTY OWNER VICINITY MAP
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N
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� 24007 VENTURA BLw.,SUITE 210 �+V� B � 2. 047E REVISED:
CALABASvw NF
ry 45' LOT B (818)2222-0301F.91302 Nw 51{0�P 7. MAP SCALE: 1'.1�
_ _______ _o _____ _ { [ yylp * 1. TOTAL AREA: 1,121 ACRES GROSS,I.BB3 ACRES NET
-- -- - -- 40.W'
3D.00' ALLEY(TO BE VACATED) 37.50- S. ASSESSOR'S PARCEL NOS.: 24-143-1.4.B,9.10.11. 12.17,
-40'- REGISTRATION
D.IONHARDY.EX L.S.NO.N40 '7 p_�LyO�* 19,20.23.24 k 25
10 = (ffGISTRATION EXPIRATION DATE: 9-.W-2000
6. TOTAL NUMBER OF PROPOSED LOTS: 5]
/ 1R 10. 76' 97' h O 7. DISITW 7DUC: WWNIOWN SPECIFIC PWI(075M DISTRICT SA OWN.ZONE
LEGAL DESCRIPTION
LJ
W p � m Z B. IROP03ED 2d610 DormTaWx SPECIE PLAN(I1rsP)T%srROr 5A coAslu 21%IC
.'�L
w Q LOTS 1 THROUGH 28.INCLUSIVE,OF BLOCK 304 OF HUNTINGTON BEACH y, EXISTING LAND USE:VACANT
J m1 TRACT.IN THE CITY OF HUNTINGTON BEACH.COUNTY OF ORANGE.STATE
O - ^- „N O OF CALIFORNIA AS SHOWN ON A MAP FILED IN BOON 1,PAGE]6 OF .10-PROPOSED NANO USE:A MIXED USE PROJECT CONSISTING OF
u+ I'-4 LOT 2 3 6 '�' MISCELLANEOUS NAPS.IN THE OFFICE OF THE COUNTY RECORDER OF COMMERCIAL/REINL/OFFCE BUILDINGS ON TIRE GROUND LEVEL AND
h SAID COUNTY. ON THE 2NO FLOOR.AND RESIDENTIAL CONDOMINIUMS Of VARYING
O n p a 22438'IY IIEIGHT(LEVELS 2-4). PARKING WILL BE PROVIDED AT GROUND
J p 2}657'01' R- 14.OD' yr I LEVEL ANO BY SUBTERRANEAN PARKING�LEVEL AHI LEVEL)CONSISTING OF
R ]102.Opp,• L 54.°; PROPOSED USE : LEVELL OF 3 WILL BE)OTSCOMMERCIAL/GROUNRETAIL/OFFICE PARKING AREAS. THE
1 7• 12' TO 29•- I 2ND LEVEL OF PARKING WILL BE DMUED INTO SECURED RESIDENTI L
48' 23'� L01 A SECURED RESIDENTIAL PARKING.COMMON AREA(LOWER LEVEL). PARKING AND RESIDENTIAL'GUEST PARKING AREAS.
118. o
LOT B: COMMERCIAL PARKING.COMMON AREA(MAN LEVEL). IT. PUSUC ACCESS PROPOSED:OLNE S7.,57H ST..AND ORANGE ST.
N 4i•37.39'E 347.34• /
N 41'37.37 E LOT B � Y p.I+--DEpCATgN 349.B1' � LOT C: RESIDENTIAL GUEST PARKING(MAN LEVEL&2ND LEVEL). 12. RESTRICTIVE COVENANTS ARE PROPOSED.
1 LOT B LOT D: RESIDENTIAL COMMON AREA(MAIN LEVEL).
LOT E: COMMERCIAL PARKING.COMMON AREA(2ND LEVEL). UTILITY PURVEYORS
N 41.37.39'E 417.34• LOT f: COMMERCIAL OFFICE COMMON AREA ORD LEVEL).
ELECTRICAL POWER : TELEPHONE
MAIN STREET LOT G: RESIDENTIAL COMMON AREA(3RD LEVEL), SOUTHERN CALIFORNIA EDISON GENERAL TELEPHONE
7333 BOLSA AVENUE 7352 SLATER AVENUE
GROUND LEVEL - COMMERCIAL/RETAIL/OFFICE AREA AND WESTMINISTER.CA 92603 HUNTINGTON BEACH.CA 92647
RESIDENTIAL AREA PURPOSE STATEMENT LOT I COMMERCIAL/RETNI(MAN LEVEL&2ND LEVEL) NATURAL GAS
-- L07 2: COMMERCIAL/RETNL(MAIN LEVEL&2ND LEVEL). CABLE TELEVISION
LOT N0. DESCRIPTION LOWER VERTICAL UPPER VERTIGL SQUARE RN7EM OF TENTATIVE TRACT YAP NO 14352: WE ARE vROPoS- SOUTHERN CAUFpMIA CAS CO. PARAGON CABLE
ELEVATION 'ELEVATION FOOTAGE INTO TO PREPARE A VERTICAL SUBDMSION FOR IRIS SITE. THE 1919 S.STATE F,pLLEGC OIVO.
LO7]: COMMERCIAL/RETNI(MAN LEVEL&2ND LEV(L1. 7441 CHAPMAN AVENUE
PROPOSED SITE IS 10 BE FOTN A COMNERCu1/RETAIL/OFFICE ANAHEIM,CA 92603 GARDEN GROPE.CA 97541
LOT B COMMERCIAL COMMON ARWCOM AERCIAL PARKING AND A RESIDENTIAL SUBOMSION. THE PURPOSE OF 7HE VERTICAL L01 4: COMMERCIAL/OFFICE(3RD LEVEL).
5VBOMSION IS TO SEPARATE IHE MIXED USE(Ea.THE COMMER- SANITARY SLIVER&
LOT C: RESIDENTIAL PARKING CULL/RETAIL/OFFICE SITE WILL BE A SEPARATE LOT FROM THE LOT 5: COMMERCIAL/OFFICE(3RD LEVEL). UOMES7IC WATER TRASH DISPOSAL
RESIDENTIAL SITE). THE FINAL TRACT MAP WILL INDICATE BOTH CI EY Of HUNTINGTON BEACH RAINBOW DISPOSAL CO.
LOT 1: COMMERCIAL/REfNL/OFFICE BUILDING (SEE ARCHIRECT PLANS FOR ELEVATIONS AND S0114RE FEET) HORIZONTAL AND VERTICAL LIMITS OF THE PROPOSED LOTS, THE LOT 6-39:RESIDENTIAL(3RD&4714 LEVEL). 2000 MARL STREET 17121 NICHOLS STRELI
CREATION OF THIS VERTICAL SUBDIVISION WILL SEPARATE THE HUMING70N BEACH.CA 9264B HUNIING70N BEACH.CA 92647
LOT 2: COMMERCIA/RETNL/OFFgE BUILDING COUNERCML/RE7NL/OfFK:E KNIURE FROM THE RESIDENT
LOT 4D-SO:RESgEN1LLL(3RD-ITN LEVEL).
VENTURE AND WILL ENABLE SEPARATE FINATK.ING ,
LOT 3: COMYERCWJRETAI./OFTICE BUILDING
LOT IT: RESIDENTIAL COMMON AREA NOTES PARKING STALL TABULATION
RESIDENTIAL 100
1. WE ASSUMED.FOR PURPOSES )f THIS MAP.AN ELEVATION
OF 0.00 FOR GROUND LEVEL
SHEET INDEX 2. ALL EXISTING ONSITE MPROVEMENTS WILL BE REMOVED. COMMERCIAL 5
SHEEP
P� ] ALL EXISTING UTILITIES IY'a !WAIERLRNE.d NEWER
SHEET I-GROUND LEVEL(07S 1-3.B-D) SHEET 4-THIRD FLOOR ILOTS 6-39.F-G) AND POWER POLES)THAT:T'AS.
1'r RTINC ALLEr WILL -
MAP DATA/NOTES TYPICAL STREET SEC710NS BE RELOCATED.
SHEET 2-SUBIERRANEAN LEVELS(LOT A) SHEET 5-FGURIH FLOOR(LOBS 40-50) N IOIAI 7n
TO ME BEST OF OUk NOWLEDOE.THERE ARE MJ WELL5. 1)F
!-DIMENSIONAL METALS IRRIGATION UNES.CESSPOOLS,AIRS. .uLVER1S.STORY
SHEET 3-SECOND FLOOR,LOT E) SHEET 6-BOUNDARY MAP DRAINS.SOLD GR LK%AD WASTF Y.PAAL SITES.7R 14DER-
SECTION A A GROUND STRMCIURES W11WN'HI LJBDNIypI El.:f PT AS i
SHEET 7-]pYEN5gNI1 UE7ML5 SHOWN ON THIS AMP.
I
REVISED TENTATIVE TRACT MAP NO . 14352
IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, CALIFORNIA
N
�GP 5TH STREET
/� — S.-B•SR w fin.— ....
19 S 4176'30'W 347.36•
ses•
LLI
LLJ
Z ^I I I A I� bi
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bi
7 I L------------�
a LOT A
I I
30.00• 40.00'
In ;
108' 13W Iry LLI
0
> § b Q
0 e O
I � I
n•i
I N 4I.37'39'E N7.3A' I
`yl--- Si
1 \ — — M 4I'37.39'E — • — II7}I' — — �l .
MAIN STREET
SUBTERRANEAN PARKING / STORAGE AREA
LOT NO. DESCRIPTION LOWER VERTICAL UPPER VERTICAL SOUARE
ELEVATION ELEVATION FEET
LOT A RESIDENTIAL PARKING/COMMON AREA (SEE ARCI9TECT PLANS FOR ELEVATIONS AND SOME FEET)
cl NOTES
:HEE7
I. wE ASSUMED,FOR PURPOSES OF THIS MAP.AN ELEVARp1
Of 0.00 FOR
GROUND LEVEL. I
W 7. SEE SHEET NO. 3 FOR SECTION A_A,
3, SEE SHEET NO.4 FOR TYPICAL SIREET SECTIONS. „F
a. SEE SHEET NO. 7 FOR 3 DIMENSIOWF DETAILS
REVISED TENTATIVE TRACT MAP NO . 14352
IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, CALIFORNIA
41
�d
XO
5TH STREET
SECTION A-A
N07 TO SCALE
— S+1'36'30'W 347.36'
36,16' 110,
I 10' ^�' 27'„ 1
m to 1' W
Q n 18, 1 t' �
� I a LOT C " IR LZ�,
a
I w w ~O F� h Q
a a J o 43
SEE ARCHITECT PLANS FOR SECTION
I 17 n I
]0.00'
LOT E Ow
39' o
ul 3
+3'
I 76' 95'. Iry W
Lijyi
Q
o UPPER PART UPPER PART v lry p
I LOT 2 LOT 3
tz•
1 1
I N+I'37.39'E 347.3+' I
� �1y
N 4F37'79'E • A17.Si'
MAIN STREET
SECOND FLOOR - COMMERCIAL/RETAIL/OFFICE AREA
AND RESIDENTIAL CONDOMINIUMS : NOTES
LOT NO. DESCRIPTION LOWER VERTICAL UPPER 071Cµ SQUARE 1. WE ASSWED,FOR PURPOSES Of MIS wP,AN ELEVATION
ELEVATION ELEVATION FEET OF 0,00 FOR GROUND LEVEL,
LOT C: RESIDENTIAL PARKING 2. SEE SHEET NO.2 FOR 3-DIMENS04AL DETNLS.
LOT 11 COMMERCIAL/RETAIL/OfF10E AREA(2ND FLOOR). (SEE ARCHITECT PLANS FOR ELEVATIONS AND SQUARE FEET) 3 SEE SHEET NO.+FOR TYRWG STREET SEC11ONS.
LOT 2: COMMERCNL/RETAIL OFFICE AREA(2ND FLOOR). +. SEE SHEET NO. 7 FOR 3 DIMENSIONAL DETAILS.
LO7 3: COARAERCLAL/RETAK./OFFICE AREA(2ND FLOOR), SHEET
LOT E: RESIDENTIAL PARKING
I
1
I
REVISED TENTATIVE TRACT MAP NO . 14352
IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, CALIFORNIA
TYPICAL STREET SECTIONS
NOT TO SCALE
1' 5TH STREET
S '38'30 W 117.36_ 12' �
!1 —
' S 1 ul vFC EXIST PROP.II1C�1 ?
S 4I'38'30Y W $ ]47.]6' — W W!ix 1C I ( µ0 TS GUTTER -----_--
1 PROP, b_ \ CSC.
LOT 1 1 N n Y IN Y] n m LOT 19 CONC. EXIST.CU18�A PROP.CURB ENST.A.C.
W WALK f QITRR f EYIIER PAVEMENT
W RI p O O O O O O
� LOT 10 J J J J J J LOT 20 I� w MAIN STREET
A >
Z LOT G Q
W LOT 9 n LOT 21
n '� n „O1,
LOT 8 o 0 0 o o LOT 22
30' 30•
0
30.00• LOT C „) ao.ar 3 20• To-
n N I 101, 20• 20' a' 6'
~O LOT 29 LOT 28 N N O 3 -� I (XIS
WAPIT
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n c5 N W
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O p ~ O O r ___ ff SCU1RN) PAKAENT R
LOT 30 0
H LOT 6 J J J LOT 27 LOT C J LOT 24 W 1 Q cDES`. -EMSTINO
LOT C
J F1 O WAIN awe fI ITT R) AR AREA ORR
O r
JU
OLIVE AVENUE cow. AL"
I LOT 4 LOT F LOT 5 � I
LOT F 1
N a1.37'37 E LOT F Sa.3a• — as 40'—
R ¢ 27s' ].T
1 12.7• . -
295' 10.5'
12.5'''''''777 ROP
N!I'3]•]7 E at).la' 1"p Cpp\ ROF
EvST
MAIN STREET °__-- aka `""""` -
ar qH
S
yOU'lA,%O n[%R I.AC./ PAOP. EMT—, 'PROP. CONC.
PAV01dl V-Wmp "a f CURB NAl%
THIRD FLOOR - OFFICE AREA AND W,IEN
STH STREET
RESIDENTIAL CONDOMINIUMS NOTES
LOT NO. DESCRIPTION LOWER VERTICAL UPPER VERTICAL SQUARE I. WE ASSUMED.FOR PURPOSES•YF THIS NAP.AN
ELEVATION ELEVATION FOOTAGE ELEVATION OF 0.00 FOR CROU14D LEVEL. ]T UO)IURON
3 3
LOT!: OFFICE (SEE ARCHITECT PLANS FOR ELEVATIONS AND SQUARE FEET) 2. SEE SHEET N0.2 FOR 3-pMENSgNAI DETAILS. � R
II
LOT 5: OFFICE 3. SEE SNECI NO. 3 FOR SECNOrI A-A. --- --
LOT F: OFFICE COMMON AREA a. SEE SHEET NO. 7 FOR 3 INNENSEVW COAILS,
CI 10'— 30' 25'OR SO`
LOT G: RES4)ENTW/COMMON AREA p
LOT 8- 39; RESIDENTIAL.CONOOYINIUN$ % Ev151. Nvlt.COxC,
a w coxc71 oR ENST WIFE.)
SHEET
MAL% LANOSCAPC ENST.A.C. 1!WIIUR)
RAW 1
• y. %' °ROP. —ENST I •..• Nnr OF
01 f CURB
WITER ORANGE AVENUE
REVISED TENTATIVE TRACT MAP NO . 14352
IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, CALIFORNIA
0
oe
N
FOURTH FLOOR - RESIDENTIAL CONDOMINIUMS
/ �GP 5TH STREET
LOT NO. DESCRIPTION LOWER VERTICAL UPPER VERTICAL SQUARE
S 11'36.30'W /17.38' _N ELEVATION ELEVATION FEET
g y LOT 40-48: RESIDENTIAL CONDDMMMS (SEE ARCHTTECT PLANS FOR ELEVATIONS AND SQUARE FEET)
S 11'36'30r W $ 317.36• .
LLJ
D
^I la w
W „ ci R
>
a NOTES
1. WE ASSUMED,FOR PURPOSES OF THIS MAP,AN ELEVATION
w.ar
OF O.DO FOR GROUND LLVT1,
30.ar I 7. SEE SHEET NO.7 fOR 3-0111ENSIONAL DETAILS.
]. SEE SHEET NO.3 FOR SECTION A-A.
s
1, ry /W� 1. SEE SHEET N0.1 FOR TYPICAL STREET SECTIONS.
V
P
> p Q
�( 13• IS' I]' 13• 13' II,13+113' I]' 13' EC
O s O O g0 O •O O O ^0
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N AI.31.31 E 317.31'
I
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MAIN STREET
rr
SHEET
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I
N41 v29•E SIXTH 1,411.10' STREE`T-38• -•
FOUND$PIKE t WASHER FOUND GEAR SPOQ t WASHER i
NO REF. STWPED'RGE 19402'.PER
BLOCK 305 Tit NO.12900,M.M.621/42-47. I 4
J I >E
u
a R FOUND GEAR SPIKE t WASHER a I(1' 4 Z
F � STAMPED'RGE 19402',PER
N41'36'30'E 117.50' 417.J6'
1 TR NO.12900.M.M.621/42-47.
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FOUND I(Y I.P..NO HAG, I o I m
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- I N41'36'30'E 349.88' (
N41 6'30'E 347.36 73 _
O 73
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317.60
N41.37'52'E <N40'37'17'E 417.62'> 417.65•
THIRD ((t17.50')) STREET `� D V
z: FOUND PK NAIL t WASHER C� FOUND SPIKE t WASHER r3
STAMPED 5037'.NO REF. LN� STAMPING ILLEGIBLE ACCEPTED
N N" AS SPIKE k WASHER STAMPED r' m
LS 1955'PER TR.N0.12268.
M.M.593/27-28.
FOUND SPIKE t WASHER W/ D O
PUNCH MARK PER TR.NO. CPS 5019 I_
/12268, M.593/27-29 2187438.17 m
6030D1D.94 O
FOUND GEAR SPIKE AND 1 1/2'BRASS
FIRST ST. TAG.STAMPED'LS 4955•. STATION IS
LOCATED AT INTERSECTION OF ORANGE
AVE..FIRST ST.AND ATLANTA AVE. Z
PER TR.NO.12268.M.N.593/27-29.
r�
a�5 W
v o 1'9
REVISED TENTATIVE TRACT MAP NO . 14352
IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, CALIFORNIA
3 DIMENSIONAL DETAILS
NOT To sala
C, O
7 / ��
0<1
\ / Ok
3l PARKING LEVEL 1 / LEVEL 2
/\ LEVEL —1 \ SEE SHEET NO.3 \ SEE SHEET NO. 4
SEE SHEET NO. 2 /\ LOT E VARIES FROM -3.DO TO 7.00 AND 7.00 TO 18.00 /\ LOTS F&G 18.00 10 NO UPPER UNIT
LOT A VARIES FROM -13.00 TO-3.00 AND-18.50 TO -3.00 (ENTRY TO LEVEL I FROM FIFTH STREET) LOTS 4&5 18.00 TO 30.50
AND A 7.50 TO-4.50 LOTS 6 TO 39 18.00 TO NO UPPER llMli
(COMNERCV3L PARKING)
\\1 � G ` P3N 9.
(11 TO MAIN LEVEL FRO.ORANGE AVENUE \ / PARKING LEVEL 1.5 `� \ / `� LEVEL 3
MAIN LEVEL AND OLNE AVENUE) / SEE SHEET NO. 3 SEE SHEET NO. 5
/\ LOTT aSEE SHEET NO. I RCNLIESS FROM -3.00 TO 7.00 AND -13.00 TO -3.00 /\ LOT E 7,00 70 18.00 /\ LOiS 40 TO 48 18.00 TO NO UPPER LIMIT
(COMME
LOT C -3.00 TO 7.00
(RESIDENTIAL PARKING)
LOT 8 0.00 TO NO UPPER LIMIT
(C0MMERCAL COMMON AREA)
SHEET
ol LOT D 0,00 f0 NO UPPER LIMIT
(RESIDENTIAL COMMON AREA)
LOTS 1.2 & 3 0.00 TO 18.00 /
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Page 20 - Council/Aglay Minutes - 04/07/97 •
Councilmember Garofalo asked the City Attorney if the city has any input in the development
of CC&Rs relative to mixed use. Deputy City Attorney Barron replied that under the setting
Councilmember Garofalo described, the city does not.
Councilmember Garofalo stated that he would encourage the landowner or developer should
this project or whatever project is approved to strongly put up front the language that would
help mitigate future concerns about the lifestyle there.
Councilmember Sullivan referred to the parking code distributed by Mr. Bolen, and Planning
Director Zelefsky stated that this diagram did not relate to the issue being discussed. He
informed Council that the zoning code covered this provision.
Councilmember Sullivan presented further questions on the issue and Planning Director
Zelefsky reported.
A motion was made by Green, second Garofalo, that Council approve the following actions:
1. Approve Negative Declaration No. 96-16 with findings and mitigation measures as set
forth in Attachment No. 1 to the Request for Council Action from the Community
Development Department, dated April 7, 1997.
2. Approve Conditional Use Permit No. 90-39 (R) with Special Permits - Coastal
Development Permit No. 90-30 (R) - Tentative Tract Map No. 14352 (R) with findings and
conditions of approval as set forth in Attachment No. 1 of the Request for Council Action
from the Community Development Department, dated April 7, 1997 with the following sixth
Condition of Approval: Any future redesign of the project which reduces the total number
of approved residential units and/or reduces the overall approved building height shall be
compatible with the surrounding use and consistent with the Spanish
Village/Mediterranean theme of the project. Any future reduction of approved residential
units and/or overall building height shall be subject to review and approval by the Design
Review Board only. The review of the project shall be to ensure a design consistent with
the approved architectural theme for the project.
and
3. Approve Findings for Approval for Special Permits as set forth in the communication from
the Community Development Director to the Mayor and City Councilmembers dated
April 7, 1997, Subject: Plaza Almeria Appeal(announced earlier in the public hearing)
and further that Condition 17 (d) be revised to read "residential or commercial refuse
collection may occur on Orange Avenue between 9:00 a.m. and 4:00 p.m., Monday
through Saturday."
Mayor Bauer stated the reasons why he believed it is an excellent project, including the fact
that it has been examined for close to seven years and that six months ago Council had a
world renown architect basically tell us what we ought to do and that has been executed, and
at that time Council did indicate to the project proponent that what was described by Mr. Von
Tilberg, Architect, was an excellent project. He stated that the people who have voiced
objections at this meeting have had six months to voice their objections and that every single
issue raised at this meeting has been addressed in a reasonable fashion. He stated that the
850
Huntington Beach Planning Commission
P.O. BOX 190 CALIFORNIA 82648
February 28, 1997
Robert Hidey
Robert Hidey Architects
130 Newport Center Drive, Suite 210
Newport Beach, CA 92660
SUBJECT: CONDITIONAL USE PERMIT NO. 90-39 (R)/COASTAL
DEVELOPMENT PERMIT NO. 90-30 (R)/TENTATIVE TRACT MAP
NO. 14352 (R)/NEGATIVE DECLARATION NO. 96-16 (Plaza Almeria-
Third Block West) (CONTINUED FROM FEBRUARY 11, 1997
PLANNING COMMISSION MEETING)
PROPERTY
OWNER: City of Huntington Beach Redevelopment Agency, 2000 Main Street,
Huntington Beach, CA 92648
REQUEST: To permit a revision to a previously approved plan for development of a mixed
use commercial and residential development on a full block bounded by Main
Street, Olive Avenue, 5th Street, and Orange Avenue in Downtown Hu4tington
Beach. The project consists of 15,000 square feet of retail, 15,000 square feet of
restaurant, 11,000 square feet of office, and 45 two-story,two-bedroom
townhomes with six special permit requests for building height, ground floor
setbacks,upper story setbacks, public open space size and location, and
residential open space. A one lot subdivision for condominium purposes is also
proposed to divide the property for the sale, lease, or finance of airspace. The
condo plan includes common parking, landscaping, and public open space as
well as establishes commercial, office, and residential lots.
LOCATION: 301 Main Street(Full block bounded by Main Street, Olive Avenue, 5th Street,
and Orange Avenue)
DATE OF
ACTION: February 25, 1997
(97CL0225-1)
.•
Your application was acted upon by the Planning Commission of the City of Huntington Beach
on February 25, 1997, and your request was conditionallyapproved. Attached to this letter are
the Findings and Conditions of Approval for this application.
Please be advised that the Planning Commission reviews the conceptual plan as a basic request
for entitlement of the use applied for and there may be additional requirements prior to
commencement of the project. It is recommended that you immediately pursue completion of
the conditions of approval and address all requirements of the Huntington Beach Zoning and
Subdivision Ordinance in order to expedite the processing/completion of your total application.
The conceptual plan should not be construed as a precise plan reflecting conformance to all
Zoning and Subdivision Ordinance requirements.
Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance, the action
taken by the Planning Commission becomes final at the expiration of the appeal period. A
person desiring to appeal the decision shall file a written notice of appeal to the City Clerk within
ten calendar days of the date of the Planning Commission's action. The notice of appeal shall
include the name and address of the appellant,the decision being appealed, and the grounds for
the appeal; it shall also be accompanied by a filing fee. The appeal fee is $500.00 for a single
family dwelling property owner appealing the decision on his/her own property. The appeal fee
is $1,200.00 for all other appeals.
In your case, the last day for filing an appeal and paying the filing fee is March 7, 1997
Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any
application becomes null and void one (1) year after final approval, unless actual construction
has started.
If there are any further questions, please contact Jane Madera, Associate Planner at
(714) 536-5271.
Sincerely,
Howard Zelefsky, Secretary
Planning Commission
by:
Sco*, AICP
Senior Planner
xc: Property Owner
Attachment: Findings and Conditions of Approval
(97CL0225-2)
,f
• 0
FINDINGS AND CONDITIONS OF APPROVAL
CONDITIONAL USE PERMIT NO 90-39 (R)WITH SPECIAL PERMITS/
COASTAL DEVELOPMENT PERMIT NO. 90-3Q=
TENTATIVE TRACT MAP NO. 14352 (Rl/
FINDINGS FOR APPROVAL-NEGATIVE DECLARATION NO. 96-16
1. The Negative Declaration No. 96-16 has been prepared in compliance with Article 6 of the
California Environmental Quality Act(CEQA) Guidelines. It was advertised and available
for a public comment period of twenty (20)days. Comments received during the comment
period were considered by the Planning Commission prior to action on the Negative
Declaration and Conditional Use Permit No. 90-30 (R), Coastal Development Permit No. 90-
39 (R) and Tentative Tract Map No. 14352 (R).
2. Mitigation measures, incorporated into the attached conditions of approval, avoid or reduce
the project's effects to a point where clearly no significant effect on the environment will
occur.
3. There is no substantial evidence in light of the whole record before the Planning Commission
that the project, as mitigated through the conditions of approval for(CUP, CDP,TT), will
have a significant effect on the environment.
MITIGATION MEASURES FOR ENVIRONMENTAL CONCERNS:
1. The existing storm drain in Olive Avenue shall be extended from Main Street to Fifth Street,
removing the half round drain pipe. The existing storm drain in Main Street shall be
extended to the north side of Orange Avenue,removing the half round drain pipe.
2. Fire protection shall include a separate fire service and shall be capable of providing 4,000
gallons/minute above the domestic water service. The developer shall abandon the existing
eight inch water main within the alley between Main and Fifth Street, from the connection
points at Orange Avenue to the north and Olive Avenue to the south.
The developer shall design and construct water mains within Olive Avenue and Fifth Street.
The water main within Fifth Street shall be twelve inches in diameter. The water main within
Olive Avenue shall be eight inches in diameter from the existing point of connection at Main
Street to approximately the (existing) alley between Main and Fifth Streets, increasing to
twelve inches in diameter to the proposed twelve inch water main within Fifth Street. The
twelve inch portion of the proposed water main within Olive Avenue shall connect to the
existing twelve inch tap in the existing twenty inch water transmission main at approximately
the location where the alley between Main and Fifth Streets intersect with Olive Avenue.
(97CL0225-3)
s •
3. All venting and mechanical systems for any restaurants shall be designed and constructed no
lower than the highest residential unit to minimize potential odor impacts to the townhomes.
4. An acoustical analysis report,prepared under the supervision of a person experienced in the
field of acoustical engineering, shall be completed prior to submittal of building permits.
The noise study shall address potential noise impacts to the residential units from adjacent
commercial and restaurant uses,refuse collection,parking garage, trash chutes, delivery,
restaurant venting/shafts, and other project related noise sources. The acoustical analysis
shall include recommendations for building materials and design of the units to reduce
exterior noise standards to below 60 dB (A) and interior noise standards to below 45 dB (A).
FINDINGS FOR APPROVAL- CONDITIONAL USE PERMIT NO. 90-39 M)-
1. Conditional Use Permit No. 90-39 (R)with Special Permits/Coastal Development Permit No.
90-30(R)/Tentative Tract Map No. 14352 (R) for the establishment, maintenance and
operation of the mixed use commercial, office and residential project will not be detrimental
to the general welfare of persons working or residing in the vicinity or detrimental to the
value of the property and improvements in the neighborhood. The project has been evaluated
for compatibility with the surrounding neighborhood and with the conditions of approval
imposed the project will provide adequate public plaza area, open air commercial amenities,
be designed on a pedestrian scale and character,will provide sufficient parking to serve the
uses on site, and will meet the goals and policies of several elements of the General Plan.
2. The conditional use permit will be compatible with surrounding uses because the project is
designed with a Spanish Village/Mediterranean theme which is compatible with the
Downtown Design Guidelines and with the conditions of approval imposed the project will
provide architectural elements and features to enhance the pedestrian character and scale of
the street scene surrounding the project. The project will provide public improvements to
make the project compatible with other downtown development.
3. The proposed mixed use project will comply with the provisions of the base district and other
applicable provisions in Titles 20-25 of the Huntington Beach Zoning and Subdivision
Ordinance and any specific condition required for the proposed use in the district in which it
would be located, except for the six special permits that have been requested.
4. The granting of the conditional use permit will not adversely affect the General Plan. It is
consistent with the Land Use Element designation of MV-F6/25-sp-pd(Mixed Use Vertical-
2.0 FAR/25 du/acre-specific plan-pedestrian overlay) on the subject property. In addition, it
is consistent with the following goals and policies of the General Plan:
a. _Goal LUI: Achieve development that maintains or improves the City's fiscal viability
and reflects economic demands while maintaining and improving the quality of life for
the current and future residents of Huntington Beach.
(97CL0225-4)
b. Goal L U2.1.7.• Ensure that development shall not occur without providing for adequate
school facilities. Require that development impacts be reviewed by the City with the
developer and with the School Districts prior to project review for determination of
necessary mitigation's to school impacts. Require developers to meet with the
appropriate school district with the intent to mitigate the impact on school facilities,prior
to project approval by the permitting City authority. Appropriate mitigation may include,
but not be limited to,use of existing facilities or surplus sites, construction of new
facilities,payment of fees, and reduction of densities.
c. Goal L U7: Achieve a diversity of land uses that sustain the City's economic viability,
while maintaining the City's environmental resources and scale and character..
d. Objective LU71: Accommodate the development of a balance of land uses that(a)
provides for the housing, commercial, employment, educational, cultural, entertainment,
and recreation needs of existing and future residents, (b)provides employment
opportunities for residents of the City and surrounding sub-region, (c) captures visitor and
tourist activity, and(d)provides open space and aesthetic "relief' from urban
development.
e. Goal L U9: Achieve the development of a range of housing units that provides for the
diverse economic,physical, and social needs of existing and future residents of
Huntington Beach.
f. Goal LUII: Achieve the development of projects that enable residents to live in
proximity to their jobs, commercial services, and entertainment, and reduce the need for
automobile use.
g. Objective ED1.1: Enhance the City's market potential in terms of retail, office,
industrial, and visitor serving activity. This would allow Huntington Beach to provide
for retail, office, and industrial opportunities that serve the current and projected
population and enhance sales and occupancy tax revenue.
h. Goal ED3: Enhance Huntington Beach's economic development potential through
strategic land use planning and sound urban design practices.
i. Policv ED3.2.2: Encourage mixed use (retail/office/residential) structures in the
downtown area and at the visitor-serving nodes along Pacific Coast Highway.
j. Policy LU15.2.2: Require that structures located in the pedestrian overlay zone be sited
and designed to enhance pedestrian activity along the sidewalks in consideration of the
guidelines noted in the general plan.
(97CL0225-5)
5. In accordance with a court finding for this site,this revised conditional use permit complies
with the permitted uses standards contained in District 5 of the Downtown Specific Plan.
The court reaffirmed the City's decision of March 4, 1991,to analyze the maximum
commercial to residential square footage ratios on a District 5 wide basis. The revised
project's proposed residential square footage exceeds the maximum 50%residential to 50%
commercial square footage ratio on this site only. Therefore,the revised project is in
compliance with the ratio standard for the District and is site specific.
FINDINGS FOR APPROVAL- COASTAL DEVELOPMENT PERMIT NO. 90-3021:
1. Coastal Development Permit No. 90-39 (R)for the development project, as proposed or as
modified by conditions of approval, conforms with the General Plan, including the Local
Coastal Program.
2. The project is consistent with the requirements of the CZ Overlay District,the base zoning
district, as well as other applicable provisions of the Municipal Code except for the six
special permits requested and approved concurrently.
3. At the time of occupancy the proposed development can be provided with infrastructure in a
manner that is consistent with the Local Coastal Program.
4. The development conforms with the public access and public recreation policies of Chapter 3
of the California Coastal Act.
FINDINGS FOR APPROVAL-TENTATIVE MAP NO. 14352 M)
1. Tentative Tract Map No. 14352 (R) for a one lot subdivision for condominium purposes is
consistent with the General Plan Land Use Element designation of MV-F6/25-sp-pd(Mixed
Use Vertical-2.0 FAR/25 du/acre-specific plan-pedestrian overlay) on the subject property, or
any applicable specific plan, or other applicable provisions of this Code except for the six
special permits requested and approved concurrently with this application.
2. The site is physically suitable for the type and density of development. The site is relatively
flat and is situated on an entire block. The existing alley will be vacated in association with
this project and dedications for street widening purposes will be made.
3. The design of the subdivision or the proposed improvements will not cause serious health
problems or substantial environmental damage or substantially and avoidably injure fish or
wildlife or their habitat.
4. The design of the subdivision or the type of improvements will not conflict with easements,
acquired by the public at large, for access through or use of,property within the proposed
subdivision unless alternative easements, for access or for use, will be provided.
(97CL0225-6)
• •
CONDITIONS OF APPROVAL- CONDITIONAL USE PERMIT NO. 90-39(R):
1. The site plan, floor plans and elevations received and dated January 22, 1997, shall be
resubmitted to the Department of Community Development and be subject to a
comprehensive plan check to reflect the following modifications:
a. All site plans, floor plans, and building elevations shall be completely dimensioned and
all non-obvious building elements, features, and characteristics shall be clearly labeled.
Special attention shall be paid to clearly-labeling architectural features on the elevations
and additional architectural treatment shall be provided on the ground floor building
facade on all sides of the project. Additional features should focus on awnings or
eyebrows above windows, additional arches and pop-outs, and redesigning the parking
garage ventilation arches to be more unobtrusive and to match the elements in the
residential units on the third and fourth floors. All architectural features as currently
proposed on upper floors shall be included on building permit plans. Each sheet of plans
shall include a scale.
b. All elevations shall be completely labeled with proposed colors and materials.
c. In order to increase open space along Main Street and create an enhanced pedestrian
thoroughfare, all structures more than forty-two (42) inches in height, except architectural
features such as non-habitable floor area, staricases, a tower element, an entry vestibule,
and the rounded turrets at the corners of Main and Olive and Main and Orange, shall be
set back a minimum of six(6) feet from the front property line on Main Street. Other
architectural features may encroach into this minimum six(6) foot setback subject to
review and approval of the Community Development Director.
d. In order to provide more open space along Main Street and minimize the extent of the
special permit, an approximately ten(10) foot wide by twenty-eight (28) foot long area
for outdoor dining/plaza shall be provided within the net site area immediately in front of
the 6,525 square foot restaurant along Main Street near the south side of the project.
e. In order to create a character and scale consistent with the pedestrian orientation along
5th Street, the top plate of the parking garage shall not exceed eighteen(18) feet from
highest adjacent curb and the entire elevation along 5th Street shall be revised to
minimize the vertical mass by including special and unique architectural features to
screen the ventilation openings of the parking garage and to match elements of the
residential units on the third and fourth floors; these revisions shall be subject to review
and approval of the Community Development Director.
f. All structures more than forty-two (42) inches in height shall be setback a minimum of
five (5) feet from the property line on 5th Street.
g. Pavers or a similar stamped concrete treatment shall be incorporated on all four sides of
the project and shall be designed to differentiate between the public and private right-of-
way. The use of decorative pavers shall be subject to review and approval of the Director
of Public Works.
(97CL0225-7)
• i
h. In order to avoid an institutional atmosphere and stark appearance of the pedestrian
hallway between the parking garage and the.plaza area on Main Street, the interior design
of the corridor shall incorporate innovative design elements and have appropriate lighting
subject to review and approval of the Community Development Director.
i. All levels of the parking garage shall be revised to depict all necessary support columns
and/or walls. Columns may only be placed within three feet of the front or the rear of a
parking stall. The width of all parking spaces adjacent to a wall more than forty-two (42)
inches in height shall be increased by three feet for a total clear parking stall width of
twelve feet.
j. Parking Space No. 52 shall be physically separated from the residential car wash area on
Parking Level 2 by a wall or other screening method. This space and space No. 49 on the
same level shall be increased by three (3) feet in width.
k. The entrance to the residential parking garage shall be redesigned so that both the
entrance and exit is completely secured from vehicular and pedestrian traffic and
accommodates guest access via a telephone access system. Design of the security gate
system shall be subject to approval of the Director of Public Works, Director of
Community Development, and Design Review Board.
1. The two commercial trash enclosure areas shall be redesigned to include a mat wash
down area which drains directly to the sewer system.
m. The public telephones depicted on Parking Level Minus 1 shall be deleted.
n. The two rooms labeled"T"between the mechanical equipment rooms and trash rooms on
both the north and south side of the project shall be defined on the site plan for
consideration of being included in the final design of the project by the Community
Development Director.
o. Ramp slopes in the parking garage shall be redesigned to meet the maximum slope
permitted by code. Transition ramps which are also used as back-up space for parking
stalls shall have a maximum slope of 5 percent. The maximum slope for transition ramps
with no adjacent parking spaces shall be 10 percent. A ramp used for ingress and egress
to a public street shall have a transition section at least 16 feet long and a maximum slope
of 5 percent. (Code Requirement)
p. One parking stall shall be restriped for a turn around space for vehicles entering the
project from Olive Avenue and.traveling north on the main parking level. Restripe either
parking stall No. 1 or parking stall No. 89 on the Main Level as a turnaround space. This
turnaround space shall not be counted toward meeting the minimum number of required
parking spaces.
(97CL0225-8)
• •
q. A public art element shall be integrated and be in a publicly accessible place within the
Plaza Almeria project. Public art shall include art of:
1) Artistic excellence and innovation,
2) Appropriate to the design of the project,
3) Reflective of the community's cultural identity, (ecology, history, society).
A public art element shall be reviewed and approved by the Design Review Board,the
Community Development Director, and the Cultural Services Division Manager prior to
issuance of a building permit for the project. The public art shall be in place at the
subject site prior to final inspection.
r. The transformers on the north side of the project that are encroaching into the minimum
five (5)foot exterior yard setback shall be screened from view by any combination of the
following: 1) sink the transformers into the ground and construct a low screen wall, 2)
utilize special architectural treatments, 3)utilize creative landscape treatments, or 4) any
other screening method approved by Community Development and Public Works
Directors.
s. Parking lot striping detail shall comply with Chapter 231 of the Zoning and Subdivision
Ordinance and Title 24, California Administrative Code. (Code Requirement)
t. Depict all utility apparatus, such as but not limited to back flow devices and Edison
transformers on the site plan. Utility meters shall be screened from view from public
rights-of-way. Electric transformers in a required front or street side yard shall be
enclosed in subsurface vaults. Backflow prevention devices shall be prohibited in the
front yard setback and shall be screened from view by landscaping or an alternate
approved method subject to the Community Development Director's review. (Code
Requirement)
u. All exterior mechanical equipment shall be screened from view on all sides. Rooftop
mechanical equipment shall be setback 15 feet from the exterior edges of the building.
Equipment to be screened includes,but is not limited to,heating, air conditioning,
refrigeration equipment,plumbing lines, ductwork and transformers. Said screening shall
be architecturally compatible with the building in terms of materials and-colors. If
screening is not designed specifically into the building, a rooftop mechanical equipment
plan showing screening must be submitted for review and approval with the application
for building permit(s). (Code Requirement)
v. Depict all gas meters, water meters, electrical panels, air conditioning units,mailbox
facilities and similar items on the site plan and elevations. If located on a building,they
shall be architecturally designed into the building to appear as part of the building. They
shall be architecturally compatible with the building and non-obtrusive, not interfere with
sidewalk areas and comply with required setbacks.
(97CL0225-9)
w. Outdoor lighting shall be included and energy saving lamps shall be used. All outside
lighting shall be directed to prevent "spillage" onto adjacent properties and shall be
shown on the site plan and elevations. Lighting shall also be included on all levels of the
parking structure and shall include lighting in all pedestrian pathways and over vehicle
parking areas. An indoor and outdoor lighting plan shall be submitted prior to issuance
of building permits.
x. Plans shall be amended to reflect the revised project description for 15,000 square feet of
commercial, 15,000 square feet of restaurant, and 11,000 square-feet of office.
y. Parking tabulations on the cover shall be amended to reflect 284 required parking spaces.
z. All venting and mechanical systems for any restaurants shall be designed and constructed
no lower than the highest residential unit to minimize potential odor impacts to the
townhomes. Any external venting or mechanical equipment shall be subject to review
and approval by the Design Review Board prior to submittal of building permits.
aa. The Redevelopment Agency shall pursue relocating the bus stop from its.current location
on Orange Avenue at the northwest corner of the site to the east side of Main Street just
north of Orange Avenue. If the applicant is unsuccessful in relocating the bus stop, then
an alternate location for loading and unloading shall be subject to review and approval of
the Community Development Director and Public Works Director and if necessary,by
the Planning Commission. Provision of the on-street loading zone shall not result in the
loss of any on-street parking spaces.
bb. The first and second floor facades shall be redesigned to accommodate appropriate
signage. In addition, a planned sign program establishing a colors,materials, and sign
theme for the entire site shall be submitted prior to issuance of building permits. The
planned sign program shall include guidelines and criteria for all tenants, directional
signs,parking level signs, elevators, staircases, ingress and egress signs, etc. ,
cc. The public plaza area shall be designed so that 30%of the area is landscaped, the entire
plaza has textured paving, a visual feature such as a fountain, information kiosk, pond,
sculpture, etc., is included,public seating is provided, and a maximum of 50% of plaza
area on private property may be used for commercial activities.
dd. The common residential open space area shall include a combination of the following (or
similar) amenities throughout the open space area: barbecues, an outdoor fireplace,
seating areas, shade structure, etc. These open space amenities shall be subject to review
and approval by the Community Development Director.
2. Any change in type of use and/or square footage which would increase the number of
required parking spaces shall be subject to review and approval by the Planning Commission.
(97CL0225-10)
• •
3. Any restaurant use (greater than 12 seats) shall require the review and approval of a
conditional use permit by the Planning Commission.
4. Any outdoor dining use shall require the review and approval of a conditional use permit by
the Planning Commission. All outdoor dining shall be located adjacent to the buildings and
the restaurant uses they serve. As a result,the pedestrian corridor/access way shall be located
along the eastern, southern, and northern edges of the project boundaries.
5. Any proposed alcohol sales shall require the review and approval of a conditional use permit
by the Planning Commission.
6. No basement area shall be permitted without the approval of the Community Development
Director.
7. The proposed public improvements along Main Street, Olive Avenue, 5th Street, and Orange
Avenue shall be maintained by the property owner through a License Agreement between the
Public Works Department and the property owner. The License Agreement and associated
insurance requirements shall be reviewed as to form and content by the City Attorney's
Office prior to approval of the public improvement plan.
8. A minimum ten(10) foot wide public access way be maintained on all four sides of the
project by the property owner through Covenants, Conditions, and Restrictions (CC & R's)
and a License and Maintenance Agreement. Both documents shall be approved as to form
and content by the City Attorney's Office.
9. The cost of relocating any on-street parking meter and re-striping on-street parking spaces
shall be the sole responsibility of the property owner. All restriping and parking meter
relocation shall be subject to review and approval of the Public Works Department and there
shall be no net loss of public parking spaces or parking meters.
10. All public improvements including but not limited to special pavers and concrete,
landscaping, lighting, etc. that are not consistent with standard Public Works plans previously
approved by the City Council shall be subject to review and approval of the City Council
through an amendment to the Main Street Improvement Plan.
11. Construction shall be limited to Monday- Saturday 7:00 AM to 8:00 PM. Construction shall
be prohibited Sundays and Federal holidays. Construction hours along with a contact name
and phone number shall be clearly posted on all four sides of the site.
12. Prior to of submittal for building permits, the following shall be completed:
a. Zoning entitlement conditions of approval shall be printed verbatim on the cover page of
all the working drawing sets used for issuance of building permits (architectural,
structural, electrical, mechanical and plumbing).
(97CL0225-11)
b. Submit three (3) copies of the site plan and floor plan and the processing fee to the
Planning Division for addressing purposes.
c. All Fire Department requirements shall be noted on the building plans. (FD).
d. An acoustical analysis report,prepared by an acoustical.engineer, shall be completed
prior to submittal of building permits. The noise study shall address potential noise
impacts to the new residential units and to adjacent properties from new on-site
commercial and restaurant uses, refuse collection,parking garage, trash chutes, delivery,
restaurant venting/shafts, and other project related noise sources. The acoustical analysis
shall include recommendations for building materials and design of the new residential
units to reduce exterior noise standards to below 60 dB (A) and interior noise standards to
below 45 dB (A).
e. A detailed soils analysis shall be prepared by a registered Soils Engineer and submitted
with the building permit application. This analysis shall include on-site soil sampling and
laboratory testing of materials to provide detailed recommendations regarding: grading,
foundations,retaining walls, streets,utilities, and chemical and fill properties of .
underground items including buried pipe and concrete and the protection thereof. (Code
Requirement)
f. An engineering geologist shall be engaged to submit a report indicating the ground
surface acceleration from earth movement for the subject property. All structures within
this development shall be constructed in compliance with the g-factors as indicated by the
geologist's report. Calculations for footings and structural members to withstand
anticipated g-factors shall be submitted to the City for review prior to the issuance of
building permits. (Code Requirement)
g. Floor plans shall depict natural gas and 220V electrical shall be stubbed in at the location
of clothes dryers; natural gas shall be stubbed in at the locations of cooking facilities,
water heaters and central heating units.
h. A planned sign program for all signage shall be submitted to the Department of
Community Development. Said program shall be approved prior to the first sign request.
i. Prior to submittal of building permits,the final design, including but not limited to colors,
materials, architectural elements,.and landscape plans, shall be subject to a second review
and approval by the Design Review Board. If any changes are made to the DRB
approved plans during the plan check process, then a subsequent review and approval by
the DRB will be required prior to issuance of building permits.
(97CL0225-12)
13. Prior to issuance of grading permits, the following shall be completed:
a. A grading plan, prepared by a Registered Civil Engineer, shall be submitted to the
Department of Public Works for review and approval. (PW)
b. A plan for silt control for all water runoff from the property during construction and
initial operation of the project may be required if deemed necessary by the Director of
Public Works. (PW)
c. In accordance with NPDES requirements, a"Water Quality Management Plan" shall
be prepared by a Civil or Environmental Engineer and submitted to the Department
of Public Works for approval.
d. A detailed soils analysis shall be prepared by a registered engineer. This analysis
shall include on-site sampling and laboratory testing of materials to provide detailed
recommendations for grading, chemical and fill properties, foundations, retaining
walls, streets, and utilities.
e. Hydrology and hydraulic studies shall be submitted for Public Works review and
approval. The developer shall design and construct the drainage system required to
serve the development.
f. A sewer study shall be submitted for Public Works approval. The developer shall
design and construct the sewer system required to serve the development. Additional
off-site sewer main construction and/or slip lining may be required depending on the
results of the sewer study.
14. Prior to issuance of building permits, the following shall be completed:
a. Submit copy of the revised site plan, floor plans and elevations pursuant to Condition No.
1 for review and approval and inclusion in the entitlement file to the Department of
Community Development.
b. A Landscape Construction Set must be submitted to the Department of Public Works and
approved by the Departments of Public Works and Community Development. The
Landscape Construction Set shall include a landscape plan prepared and signed by a State
Licensed Landscape Architect which identifies the location, type, size and quantity of all
existing plant materials to remain, existing plant materials to be removed and proposed
plant materials; an irrigation plan; a grading plan; an approved site plan and a copy of the
entitlement conditions of approval.
(97CL0225-13)
The landscape plans shall be in conformance with Chapter 232 of the Zoning and
Subdivision Ordinance and applicable Design Guidelines. Any existing mature trees that
must be removed shall be replaced at a two to one ratio (2:1) with minimum 36 inch box
trees and shall be incorporated into the project's landscape plan. (PW) (Code
Requirement)
c. A street improvement plan, prepared by a Registered Civil Engineer, shall be submitted
to the Department of Public Works for review and approval. (PW)
d. An erosion control plan shall be submitted to the Department of Public Works. (PW)
e. The developer shall submit a separate utility plan showing water system improvements,
including service connections to each building, fire hydrant, valves,backflow devices and
other appurtenances in accordance with applicable U.P.C., City ordinances, Public Works
Standards and Water Division design criteria. These plans shall be approved by the
Public Works Water Division and the City of Huntington Beach Fire Department prior to
any construction. (PW)
f. A Parking Management Plan(PMP) consistent with the Downtown Parking Master Plan
shall be submitted for review and approval by the Community Development Director.
The PMP shall consist of a full size (18 inch by 24 inch) plan of the parking structure, a
written narrative, and a written policy for all building tenants and employees. The plan
shall detail those areas designated for employee parking and the written policy shall
specify that all employees shall park on site at Plaza Almeria in a specified area. The
written policy shall outline a plan for validated parking in the structure for patrons of
Plaza Almeria. The validation program shall be the same as the validation program
provided at the City's parking structure. The Parking Management Plan shall be
incorporated into the CC&R's for the project. (Code Requirement)
g. The Final Map shall be accepted by the City Council, recorded with the Orange Bounty
Recorder and a copy filed with the Department of Community Development. (Code
Requirement)
h. An interim parking and building materials storage plan shall be submitted to the
Department of Community Development to assure adequate parking and restroom
facilities are available for employees, customers and contractors during the project's
construction phase and that adjacent properties will not be impacted by their location.
The construction plan shall identify a staging area and street closures and shall be subject
review and approval by the Community Development Department, Public Works
Department, Police Department, and Fire Department. The applicant shall obtain any
necessary encroachment permits from the Department of Public Works.
(97CL0225-14)
i. Submit gated entryway(access control devices)plans to the Department of Community
Development. The gated entryway shall comply with Fire Department Standard No. 403.
Prior to the installation of any gates, such plan shall be reviewed and approved by the
Community Development, Fire and Public Works Departments.
j. An"Acceptance of Conditions" form shall be properly.executed by the applicant and an
authorized representative of the owner of the property,recorded with County Recorder's
Office, and returned to the Planning Division.
k. Final design elevations of grading shall not vary from elevations shown on the tentative
map by more than one (1)foot unless approved by the City Engineer.
1. A Grading Plan,prepared by a Registered Civil Engineer, shall be submitted for review
and approval.
m. Prior to issuance of building permits for any model homes or temporary sales office, the
applicant shall obtain approval of a Temporary Use Permit through the City of
Huntington Beach Zoning Administrator.
15. During construction, the applicant shall:
a. Use water trucks or sprinkler systems in all areas where vehicles travel to keep damp
enough to prevent dust raised when leaving the site:
b. Wet down areas in the late morning and after work is completed for the day;
c. Use low sulfur fuel (.05%)by weight for construction equipment;
d. Attempt to phase and schedule construction activities to avoid high ozone days (first
stage smog alerts);
e. Discontinue construction during second stage smog alerts.
16. Prior to final building permit inspection and approval of the first residential unit(or
commencement of use),the following shall be completed:
a. The 18 parking spaces previously,, required on this site for the Townsquare project shall be
either:
1) Provided at an off-site location; or
(97CL0225-15)
2) Be satisfied by payment of an in-lieu parking fee subject to review and approval by
the Planning Commission through the conditional use permit process; or
3) An entitlement plan amendment to delete or revise the 18 parking spaces condition of
approval of the Townsquare project shall be applied for to the Planning Commission.
b. The applicant shall obtain the necessary permits from the South Coast Air Quality
Management District and submit a copy to Department of Community Development.
c. All improvements to the property shall be completed in accordance with the approved
plans and conditions of approval specified herein, including:
1) Landscaping;
2) Construct full improvements as required on 5th Street, Main Street, Olive Avenue,
and Orange Avenue,per Public Works requirements (PW).
3) Signing, striping, and street lighting shall be designed and constructed in accordance
with Public Works Standards.
4) Drainage flows from adjacent properties shall not be obstructed. Flows shall be
accommodated per Public Works Department requirements.
5) The developer shall submit a separate water utility plan at a scale of one inch equals
twenty feet, showing water system improvements for the proposed development. All
water improvements shall be designed and installed per the City of Huntington Beach
Water Division's Standard Plans, Specifications and Design Criteria.
6) Each of the proposed retail buildings shall have a separate domestic water service
sized per the UPC (minimum size one-inch). This service shall include backflow
protection per Standard Plan No. 609 with the backflow device located within a
landscape area and screened from view. The proposed retail building located(on the
southerly portion of the proposed project shall have the water meters located on Olive
Avenue. The proposed retail building located on the northerly portion of the proposed
project shall have the water meters located on Orange Avenue.
7) All residential units of the proposed project shall be served water from a single water
meter, sized per the UPC. This meter shall be located on Fifth Street near the
intersection of Orange Avenue and Fifth Street. The water service shall include
backflow protection per Standard Plan No. 609, with the backflow devises located
within a landscaped area and screened from view.
8) Fire protection shall include a separate fire service per Standard Plan No.618, sized
per the Fire Department Requirements, located on Fifth Street near the intersection of
Fifth Street and Olive Avenue. The water service shall include backflow protection
per Standard Plan No. 609,with the backflow device located within a landscaped area
and screened from view.
(97CL0225-16)
9) Landscape irrigation shall consist of at least one-two inch meter assembly per
Standard Plan No. 603-B and backflow device per Standard Plan No. 609, located per
the City of Huntington Beach Landscape Architect.
10)The developer shall abandon the existing eight inch water main within the alley
between Main and Fifth Streets, from the connection points at Orange Avenue to the
north and Olive Avenue to the south.
11)The developer shall design and construct water mains within Olive Avenue and Fifth
Street. The water main within Fifth Street shall be twelve inches in diameter. The
water main within Olive Avenue shall be eight inches in diameter from the existing
point of connection at Main Street to approximately the (existing) alley between Main
and Fifth Streets, increasing to twelve inches in diameter to the proposed twelve inch
water main within Fifth Street.
12)The twelve inch portion of the proposed water main within Olive Avenue shall
connect to the existing twelve inch tap in the existing twenty.inch water transmission
main in Olive Avenue. This existing tap is located in the Olive Avenue transmission
main at approximately the location,where the alley between Main Street and Fifth
Street intersect with Olive Avenue.
13)All existing overhead utilities to the first pole off-site, less than 66 KV, shall be
undergrounded.
14)The existing storm drain in Walnut Ave. or Main St. shall be extended to the
intersection of Fifth St. and Olive Ave.,removing the half round drain pipe on all four
corners.
15)The existing storm drain in Main Street shall be extended north as needed to
accommodate site drainage.
16)The existing sewer main located within the existing alley shall be rerouted around the
project.
17)Trash storage areas and mat wash down area shall drain into the sewer.
18)No combustible construction shall occur without the approved water system installed.
19)Fire extinguishers will be installed and located in areas to comply with Huntington
Beach Fire Code Standards. (FD)
(97CL0225-17)
20)A fire alarm system will be installed to comply with Huntington Beach Fire
Department and Uniform Fire Code Standards. Shop drawings will be submitted to
and approved by the Fire Department prior to installation. The system will provide
the following:
a) manual pulls;
b) water flow,valve tamper and trouble detection;
c) 24 hour supervision;
d) smoke detectors;
e) annunciation;
fl audible alarm; and
g) graphic display;(FD)
21)Fire lanes will be designated and posted to comply with City Specification No. 415.
(FD)
22)Address numbers will be installed to comply with City Specification No. 428. The
size of the numbers will be sized a minimum of six(6) inches with a brush stroke of
one and one-half(1-1/2) inches. (FD)
23)Exit signs and exit path markings will be provided in compliance with the
Huntington Beach Fire Code and Title 24 of the California Administrative Code.
Low level exit signs will be included. (FD)
24)On-site fire hydrants (4) shall be provided in number and at locations specified by
the Fire Department and shall be installed prior to combustible construction. (FD)
25)An automatic fire sprinkler system shall be approved and installed pursuant to Fire
Department regulations. (FD)
26)A Class III wet standpipe system(combination)will be installed to comply with
Huntington Beach Fire Department and Uniform Building Code Standards. Shop
drawings will be submitted to and approved by the Fire Department prior to
installation. (FD)
27)Elevators will be sized to accommodate an ambulance gurney. Minimum six(6)
foot, eight(8) inches wide by four(4)foot,three (3) inches deep with minimum of
42 inch opening. (FD)
28)Security gates will be designed to comply with City Specification#402. (FD)
29)Submit to the Fire Department for approval a Fire Protection Plan containing
requirements of Fire Department Specification#426. (FD)
(97CL0225-18)
30)Soils issue and leaking tank at Main and Olive. There is hydrocarbon contamination
located at Main and Olive. All project soils must meet City Soil Specification#431-
92. (FD)
31)Water supply shall be capable of providing 4,000 gallons/minute above domestic for
required fire flow. (FD)
d. Compliance with all conditions of approval specified herein shall be accomplished and
verified by the Community Development Department.
e. All building spoils, such as unusable lumber, wire,pipe, and other surplus or unusable
material, shall be disposed of at an off-site facility equipped to handle them.
f The project will comply will all provisions of Huntington Beach Municipal Code Title
17.04.085 and City Specification No. 429 for new construction within the methane gas
overlay districts. (FD)
17. The use shall comply with the following:
a. There shall be no excessive noise generating uses, such as, restaurants and live
entertainment, permitted in the office spaces on the second floor.
b. Service roads and fire access lanes shall be maintained. If fire lane violations occur and
the services of the Fire Department are required, the applicant will be liable for expenses
incurred. (FD)
c. Commercial loading/unloading activities may occur on Orange Avenue only between the
hours of 7:00 AM- 8:00 PM.
d. No residential or commercial refuse collection may occur on Orange Avenue at any time.
e. Commercial loading/unloading activities and residential and commercial refuse collection
may occur on Olive Avenue at any time.
f. Residential refuse collection is the only activity permitted on 5th Street.
18. This Conditional Use Permit No. 90-39 (R)with Special Permits/Coastal Development
Permit No. 90-30(R)/Tentative Tract Map No. 14352 (R) shall not become effective for any
purpose until an "Acceptance of Conditions" form has been properly executed by the
applicant and an authorized representative of the owner of the property, and returned to the
Planning Division.
19. The Community Development Director ensures that all conditions of approval herein are
complied with. The Community Development Director shall be notified in writing if any
changes to the site plan, elevations and floor plans are proposed as a result of the plan check
process. Building permits shall not be issued until the Community Development Director has
reviewed and approved the proposed changes for conformance with the intent of the Planning
Commission's action and the conditions herein. If the proposed changes are of a substantial
nature, an amendment to the original entitlement reviewed by the Planning Commission may
be required pursuant to the HBZSO.
(97CL0225-19)
INFORMATION ON SPECIFIC CODE REQUIREMENTS:
1. Conditional Use Permit No. 90-39 (R)with Special Permits/Coastal Development Permit
No. 90-30(R)/Tentative Tract Map No. 14352 (R) shall not become effective until the ten
day appeal period has elapsed. .
2. Conditional Use Permit No. 90-39 (R)with Special Permits/Coastal Development Permit
No. 90-30(R)/Tentative Tract Map No. 14352 (R) shall become null and void unless
exercised within one year of the date of final approval or such extension of time as may be
granted by the Director pursuant to a written request submitted to the Department of
Community Development a minimum 30 days prior to the expiration date.
3. The Planning Commission reserves the right to revoke Conditional Use Permit No. 90-39
(R)with Special Permits/Coastal Development Permit No. 90-30(R)/Tentative Tract Map
No. 14352 (R), pursuant to a public hearing for revocation, if any violation of these
conditions or the Huntington Beach Zoning and Subdivision Ordinance or Municipal Code
occurs.
4. All applicable Public Works fees shall be paid. The developer will be responsible for the
payment of any additional fees adopted in the "upcoming" Water Division Financial Master
Plan. (PW)
5. Traffic Impact Fees shall be paid prior to final inspection or issuance of a Certificate of
Occupancy. (PW)
G. An encroachment permit shall be required for all work within the right-of-way. (PW)
7. A Certificate of Occupancy must be issued by the Department of Community Development
prior to occupying the building.
8. Park and Recreation fees shall be paid prior to approval of the final map by the City.
9. State-mandated school impact fees in an amount negotiated with the appropriate school
districts shall be paid prior to issuance of building permits.
10. The development shall comply with all applicable provisions of the Municipal Code,
Building Division, and Fire Department as well as applicable local, State and Federal Fire
Codes, Ordinances, and standards, except as noted herein.
11. All signs shall conform to the HBZSO. Prior to installing any new signs, or changing sign
faces, a building permit shall be obtained from the Department of Community
Development.
(97CL0225-20)
i •
12. The applicant shall submit a check in the amount of$38.00 for the posting of the Notice
of Determination at the County of Orange Clerk's Office. The check shall be made out
to the County of Orange and submitted to the Department of Community Development
within two (2) days of the Planning Commission's action.
CONDITIONS OF APPROVAL -TENTATIVE MAP NO. 14352 (�l:
1. The tentative map received and dated January 27, 1997, shall be the approved layout.
2. Prior to submittal of the final map for approval by the City Council,the following shall
be required:
a. An Affordable Housing Agreement Plan shall be submitted for review and approval
by the Department of Community Development. The plan may allow the
Redevelopment Agency to meet the requirement to provide for a minimum 15
percent of the housing units (7 units total) as affordable either on-site or at an off-site
location. The Redevelopment Agency may elect to rehabilitate off-site units in the
Oakview Redevelopment Project Area. A minimum of 40% of the 7 affordable units
(minimum of 3 units) shall be affordable to families of very low income for a period
of thirty years through recorded covenants. The remaining 4 units shall be affordable
to families of low and moderate income level (average 80%of Orange County
median) for a period of thirty years. Said plan shall be executed prior to issuance of
the first building permit for the tract. The affordable units shall be completely
rehabilitated, and available to the public,prior to final building permit approval
(occupancy)of the first home in Plaza Almeria.
b. At least 60 days before City Council action on the final map, CC&Rs shall be submitted
to the Department of Community Development and approved by the City Attorney. The
CC&Rs shall reflect the Parking Management Plan and maintenance of all walls and
common landscape areas by the Homeowners'Association. In addition, the CC&R's
should include a disclosure regarding the mixed use nature of the project and this
information shall be available in the sales office and advertising literature. All potential
residents should be required to sign a waiver or disclosure form that it is understood that
Plaza Almeria is a mixed use project and that uses such as, restaurant, live entertainment,
and alcohol sales, etc. may be established on the ground floor of the building. The
CC&Rs must be in recordable form prior to recordation of the map.
c. The residential parking spaces within the secured parking garage shall be divided by the
condo plan so that each of the 45 residential units is assigned and purchases two of the
parking spaces with the purchase of the townhome.
d. The storage units provided within the residential parking garage shall be divided by the
condo plan so that each of the 45 residential units is assigned and purchases at least one
of the minimum 100 cubic feet of storage space with the purchase of the townhome.
(97CL0225-21)
3. The following conditions shall be completed prior to recordation of the final map unless
otherwise stated. Bonding may be substituted for construction in accordance with the
provisions of the Subdivision Map Act. (PV )
a. All vehicular access rights to Main Street, 5th Street, Olive Avenue, and Orange .
Avenue shall be released and relinquished to the City of Huntington Beach except at
locations approved by the Planning Commission.
b. The engineer or surveyor preparing the final map shall tie the boundary of the map
into the Horizontal Control System established by the County Surveyor in a manner
described in Sections 7-9-330 and 7-9-337 of the Orange County Subdivision Code
and Orange County Subdivision Manual, Subarticle 18.
c. The engineer or surveyor preparing the final map shall submit to the County
Surveyor a digital-graphics file of said map in a manner described in Sections 7-9-
330 and 7-9-337 of the Orange County Subdivision Code and Orange County
Subdivision Manual, Subarticle 18.
d. The developer shall dedicate the following for street purposes:
1) Two and one half(2 1/2) feet off of Orange Avenue.
2) Four(4) feet off of Main Street.
3) The storm drain system and appurtenances within the public streets.
e. The following shall be dedicated to the City of Huntington Beach:
1) The water system and appurtenances within the public streets.
2) The sewer system and appurtenances within the public streets.
3) The storm drain system and appurtenances within the public streets.
f. The existing alley,between Olive and Orange Avenues, shall be vacated on the Final
Map.
g. The condominium plan shall be subject to review and approval of the Community
Development Director and the Public Works Director. The condominium plan shall
include a minimum of two (2) assigned parking spaces and one (1)minimum 100
cubic feet of assigned storage space for each of the 45 residential units. A copy of
the final condo plan shall be submitted to the Department of Community
Development for inclusion in the file.
4. The following conditions shall be completed prior to issuance of building permits unless
otherwise stated.
a. Final design elevation of grading shall not vary from elevations shown on the
tentative map by more that one (1) foot unless approved by the City Engineer.
(97CL0225-22)
b. The fmal map shall be accepted and recorded.
c. All common area improvements shall be completed by the developer.
d. Signing, striping and street lighting shall be designed and constructed in accordance
with Public Works Standards.
e. Drainage flows from adjacent properties shall not be obstructed. Flows shall be
accommodated per Public Works Standards.
f. On-site drainage shall not be directed to adjacent properties,but shall be handled by
a Public Works approved method.
(97CL0225-23)
s •
x
Em
r
SUBDIVISION AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH AND
J.T. DEVELOPMENT COMPANY, L.L.C.
FOR TRACT NO. 14352
TABLE OF CONTENTS
Section Page
1 General Improvements...............................................................................................2
2 Arterial Highway Improvement.................................................................................3
3 Guarantee...................................................................................................................3
4 Plant Establishment Work..........................................................................................3
5 Improvement Plan Warranty......................................................................................3
6 No Waiver by City.....................................................................................................4
7 Costs..........................................................................................................................4
8 Surveys......................................................................................................................4
9 Improvement Security...............................................................................................4
10 Indemnification, Defense, Hold Harmless.................................................................6
11 Workers' Compensation Insurance............................................................................6
12 Non-Performance and Costs......................................................................................7
13 Record Map...............................................................................................................8
SUBDIVISION AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH AND
J.T. DEVELOPMENT COMPANY, L.L.C.
FOR TRACT NO. 14352
THIS AGREEMENT is entered into this ,!S day of Z4M , 1997, by and
between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of
California, hereinafter referred to as "CITY," and J.T. Development Company, L.L.C., a limited
liability company, hereinafter referred to as "SUBDIVIDER."
RECITALS
WHEREAS, SUBDIVIDER is the owner of a tract of land in CITY, which it is seeking to
subdivide into lots and to dedicate certain streets, alleys, and other improvements therein to
public use, and is about to file with CITY a map of the tract of land known as Tract No. 14352;
and
As a condition of the approval of and prior to the recordation of said subdivision map,
SUBDIVIDER is required to improve and dedicate the streets and alleys, and to perform certain
other improvements in said subdivision; and
SUBDIVIDER desires to enter into an agreement with CITY to delay performance of
certain of the work; to agree to perform said work as herein provided; and to execute and deliver
to CITY bonds for the faithful performance of said agreement, for the payment of all labor and
material in connection therewith, and for the guarantee and warranty of the work for a period of
one (1) year following completion and acceptance thereof against any defect in work or labor
done, or defective materials furnished, as required by Sections 66499 and 66499.3 of the
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• •
Government Code of the State of California, and Chapter 225 of CITY'S Zoning and Subdivision
Code.
NOW, THEREFORE, in consideration of the promises and agreements of the parties as
herein set forth,the parties agree as follows:
1. GENERAL IMPROVEMENTS
SUBDIVIDER does hereby agree to do and perform the following work in said
tract: - all conditions of the tract map not completed at the time of the recordation thereof to
include, but not limited to,the construction of streets, including excavation,paving, curbs,
gutters, sidewalks,trees and landscaping; sewers, including construction of main lines and lot
laterals and structures; street lights; street signs; construction of domestic water systems
including the construction of water mains, lot laterals and installation of meters; engineering
costs; and any other deposits, fees or conditions as required by CITY ordinance or resolution and
as may be required by the City Engineer. All of said work shall be done and performed in
accordance with plans, specifications and profiles which have been approved by the City
Engineer and filed in the office of the City Engineer. All of work shall be done at the sole cost
and expense of SUBDIVIDER. The acceptance of the dedication of said streets, alleys and other
improvements, and said work shall be completed on or before two (2) years from the date hereof,
unless the tract map conditions require an earlier completion date, and all labor and material
bills therefor shall have been paid by SUBDIVIDER. CITY may withhold all occupancy permits
until completion of improvements.
2
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RLS 97-674
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2. ARTERIAL HIGHWAY IMPROVEMENT
SUBDIVIDER agrees to complete all arterial highway improvements, including
perimeter walls and landscaping required by conditions of the tract map, prior to release or
connection of utilities for occupancy for any lot in the Tract.
3. GUARANTEE
SUBDIVIDER shall guarantee all work and material required to fulfill its
obligation as stated herein for a period of one (1) year following the date of City Council
acceptance of same.
4. PLANT ESTABLISHMENT WORK
SUBDIVIDER agrees to perform plant establishment work for landscaping
installed under this Agreement. Said plant establishment work shall consist of adequately
watering plants,replacing unsuitable plants, doing weed,rodent and other pest control and other
work determined by the Public Works Department to be necessary to insure establishment of
plants.
Said plant establishment work shall be performed for a period of one (1) year
from and after City Council accepts the work as complete.
5. IMPROVEMENT PLAN WARRANTY
SUBDIVIDER warrants the improvement plans for the work are adequate to
accomplish the work as promised in Section 2 and as required by the Conditions of Approval for
the Subdivision. If at any time before the City Council accepts the work as complete or during
the one year guarantee period, said improvement plans prove to be inadequate in any respect,
SUBDIVIDER shall make whatever changes are necessary to accomplish the work as promised.
3
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RLS 97-674
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6. NO WAIVER BY CITY
Inspection of the work and/or materials, or approval of work and/or materials or
statement by any officer, agent or employee of the CITY indicating the work or any part thereof
complies with the requirements of this Agreement, or acceptance of the whole or any part of said
work and/or materials, or payments therefor, or any combination or all of these acts, shall not
relieve the SUBDIVIDER of his obligations to fulfill this Agreement as prescribed; nor shall the
CITY by thereby be stopped from bringing any action for damages arising from the failure to
comply with any of the terms and conditions hereof.
7. COSTS
SUBDIVIDER shall pay when due, all the costs of the work, including
inspections thereof and relocating existing utilities required thereby.
8. SURVEYS
SUBDIVIDER shall set and establish survey monuments in accordance with the
filed map and to the satisfaction of the CITY before acceptance of any work as complete by the
City Council.
9. IMPROVEMENT SECURITY
Upon executing this Agreement, the SUBDIVIDER shall, pursuant to
Government Code 566499, and the Huntington Beach Zoning and Subdivision Code,provide as
security to the City:
A. For performance and Guarantee: $0 cash, plus additional security, in
the amount of Five Hundred Ninety-four Thousand Dollars ($594,000)
4
SF/s:PCD:Agre e:Tr 143 52
RLS 97-674
8/29/97-#3
which together total one hundred percent(100%) of the estimated cost of
the work. Such additional security is presented in the form of:
Cash, certified check, or cashier's check.
X Acceptable corporate surety bond.
Acceptable irrevocable letter of credit.
With this security, the SUBDIVIDER guarantees performance under this
Agreement and maintenance of the work for one year after its completion
and acceptance against any defective workmanship or materials or any
unsatisfactory performance.
B. For Payment: Security in the amount of Two Hundred Ninety-seven
Thousand Dollars ($297,000.00) which is fifty percent (50%) of the
estimated cost of the work. Such security is presented in the form of:
Cash, certified check, or cashier's check
X Acceptable corporate surety bond
Acceptable irrevocable letter of credit.
With this security, the SUBDIVIDER guarantees payment to the
contractor,to his subcontractors, and to persons renting equipment or
furnishing labor or materials to them or to the SUBDIVIDER.
SUBDIVIDER may, during the term of this Agreement, substitute improvement
security provided that the substituted security is acceptable to the City Attorney; however, any
bond or other security given in satisfaction of this condition shall remain in full force and effect
5
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until the work of improvement is finally accepted by CITY and SUBDIVIDER may be required
by CITY to provide a substitute security at any time.
10. INDEMNIFICATION, DEFENSE, HOLD HARMLESS
SUBDIVIDER shall defend, hold harmless and indemnify CITY and its elective
and appointive boards, commissions, officers, agents and employees against any liability or
claim for damage of any kind allegedly suffered, incurred or threatened, including personal
injury, death, property damage, inverse condemnation, or any combination of these, and resulting
from any act or omission(negligent or non-negligent) in connection with the matters covered by
this Agreement, but save and except those that arise from the sole active negligence or willful
misconduct of CITY.
The promise and agreement in this Section are not conditioned or dependent on
whether or not the CITY has prepared, supplied, or reviewed any plan(s) or specifications(s) in
connection with this work or subdivision, or has insurance or other indemnification covering any
of these matters.
11. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code § 1861, SUBDIVIDER acknowledges
awareness of§ 3700 et seq. of said code, which requires every employer to be insured against
liability for workers' compensation; SUBDIVIDER convenants that it will comply with such
provisions prior to commencing performance of the work hereunder.
SUBDIVIDER shall maintain Workers' Compensation Insurance in an amount of
not less than One Hundred Thousand Dollars ($100,000)bodily injury by accident, each
6
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occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee,
Two Hundred Fifty Thousand Dollars ($250,000)bodily injury by disease, policy limit.
SUBDIVIDER shall require all contractors and subcontracts to provide workers'
compensation insurance for all of the contractors' and subcontractors' employees.
12. NON-PERFORMANCE AND COSTS
If SUBDIVIDER fails to complete the work within the time specified in this
Agreement, and subsequent extensions, or fails to maintain the work, the CITY may proceed to
complete and/or maintain the work by contract or otherwise, and SUBDIVIDER agrees to pay all
costs and charges incurred by the CITY(including, but not limited to: Engineering, Inspection,
surveys, contract, overhead, etc.) immediately upon demand.
SUBDIVIDER hereby consents to entry on the subdivision property by the CITY
and its forces, including contractors, in the event the CITY proceeds to complete and/or maintain
the work.
Once action is taken by CITY to complete or maintain the work, SUBDIVIDER
agrees to pay all costs incurred by the CITY, even if SUBDIVIDER subsequently completes the
work.
Should CITY sue to compel performance under this Agreement or to recover costs
incurred in completing or maintaining the work, SUBDIVIDER agrees to pay all attorney's fees,
and all other expenses of litigation incurred by CITY in connection therewith, even if
SUBDIVIDER subsequently proceeds to complete the work.
7
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RLS 97-674
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13. RECORD MAP
In consideration hereof, CITY shall allow SUBDIVIDER to file and record the
Final Map or Parcel Map for said Subdivision.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written.
SUBDIVIDER: CITY OF HUNTINGTON BEACH, A
J.T. DEVELOPMENT COMPANY, L.L.C. municipal corporation of the State of
California
y
o Tillotson, Managing Member
Mayor
ATTEST: APPROVED AS TO FORM:
4vl� 4� '-'� 114� -
City Clerk /g/9� �111 - ity Attorney
,y_fly
ROVED: 4 INIT ED A PROVED:
City Administrator Direct of!�blic Works
8
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8/29/97-43
r
r
k
t
,� 3 �
I have received Faithful Performance Bond No. 437455S - Developers Insurance
Company, Labor and Material Bond No. 437455S - Developers Insurance Company
and Monument Bond No. 437454S - Developers Insurance Company.
Re: Final Tract Map No. 14352 - J.T. Development Company, L.L.C.
RCA and Action Agenda for September 15, 1997 attached.
Dated:
I
By: _
• BOND NO.437455S 1.
i PREMIUM INCLUDED
LABOR AND MATERIAL BOND
WHEREAS,the City Council of the City of Huntington Beach,State of California,and
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"), A CALIFORNIA LIMITED LIABILITY COMPANY
(hereinafter designated as"Principal")have entered into an agreement whereby principal agrees to install
and complete designated public improvements,which said agreement,dated December 16
1996 ,and identified as projectTRACT NO. 14352,is hereby referred to and made a part hereof,and
WHEREAS,under the terms of said agreement,principal is required before entering upon
the performance of the work,to file a good and sufficient payment bond with the City of Huntington Beach
to secure the claims to which reference is made in Title 15(commencing with Section 3082)of Part 4 of
Division 3 of Civil Code of the State of California.
Now,therefore,said principal and the undersigned as corporate surety,are held firmly
bound unto the City of Huntington Beach and all contractors,subcontractors,laborers,materialmen and
other persons employed in the performance of the aforesaid agreement and referred to in the aforesaid
Code of Civil Procedures in the sum of TWO HUNDRED NINETY SEVEN AND NO/100
dollars($ 297.000.00 ),for materials furnished or labor thereon of any
kind,or for amounts due under the Unemployment Insurance Act with respect to such work or labor,that
said surety will pay the same in an amount not exceeding the amount hereinabove set forth,and also in
case suit is brought upon this bond,will pay,in addition to the face amount thereof,costs and reasonable
expenses and fees,including reasonable allorney's fees,incurred by"City"in successfully enforcing such
obligation,to be awarded and fixed by the court,and to be taxed as costs and to be included in the
judgment therein rendered.
It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any
and all persons,companies and corporations entitled to file claims under Title 15(commencing with
Section 3082)of Part 4 of Division 3 of the Civil Code,so as to give a right of action to them or their assigns
in any suit brought upon this bond.
Should the condition of this bond be fully performed,then this obligation shall become null
and void,otherwise it shall be and remain in full force and effect.
The surety hereby stipulates and agrees that no change,extension of time,alteration or
addition to the terms of said agreement or the specifications accompanying the same shall in any manner
1
9090
•,' • affect its obligation on this bond,and it does herove notice of any such change,extension,alteration
or addition.
In witness whereof,this instrument has been fully executed by the principal and surety
above named,on September 4 1997
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"),
A CALIFORNIA LIMITED L LITY COMPANY as Principal
By.
By:
DEVELOPY,.RS INUCINCE COMPANY as Surety
By;
By: BART STEWART, ATTORNEY-IN-FACT
APnOVrD AS TO FC�;n1
STATE OF CALIFORNIA ) GAI HUTrON,GO'//dbxrbY
SS By Deputy City Aucrney
COUNTY OF ORANGE ) Gy�AAjo
ON ZC it .d✓01l� ,BEFORE ME, Cr2 CE r'AL a•IIJP� �-t cc vac;
r�
A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED,or+t_i
PERSONALLY KNOWN TO ME(OR-PROVE ME-ON THE-BASIS-OF SATISFACTORY-EVIDENCE)
TO BE THE PERSONS WHOSE NAMES A14t SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGES TO ME THAT THtf EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES,
AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT.
WITNESS MY HAND
SIGNATUR MY PRINCIPAL PLACE OF BUSINESS IS
NOTARY PUB C IN AND FOR SAID STATE IN OA!/WGr" COUNTY
Lf►ti,e_A A. 1/62-s e AJ
(NAME PRINTED) MY COMMISSION EXPIRES
STATE OF CALIFORNIA )
LAMRA A�
) SS ca,
COUNTY OF ORANGE ) rmrann,aa—caro,ao
oww.'a"
My CamE,pM.0 2L low
ON ,BEFORE ME, ,
A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED
AND
PERSONALLY KNOWN TO ME(OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE)
TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES,
AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT.
WITNESS MY HAND
SIGNATURE MY PRINCIPAL PLACE OF BUSINESS IS
NOTARY PUBLIC IN AND FOR SAID STATE IN COUNTY
(NAME PRINTED) MY COMMISSION EXPIRES
M.01
2
9090
STA
TE OF CALIFORNIA
SS.
COUNTY OF SAN DIEGO
On September 4, 1997 ,before me, CHRISTINE A. PATERSON, NOTARY PUBLIC
PERSONALLY APPEARED BART STEWART
personally known to me ( jnored-te me ert-the_bftis-vf-
satisfactmy-evidrnco to be the person($) whose name(s)
is/are subscribed to the within instrument and acknowl-
edged to me that he/she/they-executed the same in his/
her/them authorized capacity(ies), and that by his/leer/
theie signatw-e(t3) on the instrument the person(s), or the
----------
entity upon behalf of which the non S acted, executed ., ,,,. N.Y� M.
i �' p � O • °�: CHRISTINE A. PATERSON
tr the insument. COMM. h 1100753 N
NOTARY PUBLIC a CALIFORNIA 0
WTTNESS m hand and official seal. ' Comm. OIEGO COUNTY
Y � �•'w!�fy m.Expires June 13,2000#
ti wrmxmirmmrr.tiwMtiwstiwmwvwv+�r
Signature Thus arra for Official yutaria!Seal
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 —
mu:rs TITLE OR TYPE OF DOCUMENT
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
® ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
❑ GUARDIAWCONSERVATOR
❑ OTHER:
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
WAC OF PERSONS)OR EW YPES)
SIGNER(S)OTHER THAN NAMED ABOVE
DEVELOPERS INSURANCE COMPANY
m6m "`".6/% ALL-PURPOSE ACKNOWLEDGEMENT
• POWER OF ATTORNEY OF
IEMNITY COMPANY OF CALIFOR
AND DEVELOPERS INSURANCE COMPANY N2 0 0 7 6 4 6
P.O.BOX 19725,IRVINE,CA 92623•(714)263-3300
NOTICE: 1. All power and authority herein granted shall in any event terminate on the 31 st day of March,1999.
2. This Power of Attorney is void if altered or if any portion is erased.
3. This Power of Attorney is void unless the seal is readable,the text is in brown ink,the signatures are in blue ink and this notice is in blue ink.
4. This Power of Attorney should not be returned to the Attomey(s)-In-Fact,but should remain a permanent part of the obligee's records.
KNOW ALL MEN BY THESE PRESENTS,that except as expressly limited,INDEMNITY COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY,do each
severally,but not jointly,hereby make,constitute and appoint
-JEROLD D. HALL, BART STEWART, CHRISTINE A. PATERSON, SANDRA J. LITTLE, JOINTLY OR
SEVERALLY-
the true and lawful Attorney(s)-In-Fact,to make,execute,deliver and acknowledge,for and on behalf of said corporations as sureties,bonds,undertakings and contracts of suretyship
in an amount not exceeding Three Million Five Hundred Thousand Dollars($3,500,000)in any single undertaking;giving and granting unto said Attomey(s)-In-Fact full power and authority
to do and to perform every act necessary,requisite or proper to be done in connection therewith as each of said corporations could do,but reserving to each of said corporations full
power of substitution and revocation;and all of the acts of said Attomey(s)-In-Fact,pursuant to these presents,are hereby ratified and confirmed.
This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of INDEMNITY
COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY,effective as of September 24,1986:
RESOLVED,that the Chairman of the Board,the President and any Vice President of the corporations be,and that each of them hereby is,authorized to execute Powers cf
Attorney,qualifying the attorney(s)named in the Powers of Attorney to execute,on behalf of the corporations,bonds,undertakings and contracts of suretyship;and that the Secretary
or any Assistant Secretary of the corporations be,and each of them hereby is,authorized to attest the execution of any such Power of Attorney;
RESOLVED,FURTHER,that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such
Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so affixed and in the future with respect to any bond,undertaking
or contract of suretyship to which it is attached.
IN WITNESS WHEREOF,INDEMNITY COMPANY OF CAUFORNIA and DEVELOPERS INSURANCE COMPANY have severally caused these presents to be signed by their respective
Presidents and attested by their respective Secretaries this 3rd day of February,1997.
INDEMNITY COMPANY OF CAUFORNIA DEVELOPERS INSURANCE COMPANY
By V By V
Dant •.Vincenti,Jr. Dan F.Vincenti,Jr.
esident QNPANYOF resident �5"�PCR4�C
r n
ATTEST R.27 O
OCT.5 1%7 O 1979
„ y
0 .[lFOAN�'J��
By * BY
Walter Crow I Walter Crowell
Secretary Secretary
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
On February 3,1997,before me,Sherie L.Bell,personally appeared Dante F.Vincenti,Jr.and Walter Crowell,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.
SHME L BELL
%Ja) GOMM.rKttt9416
Signature-ti ' WTMyME-CIFMIA
m�N
WYCiOWE Dr-12,2=
CERTIFICATE
The undersigned,as Senior Vice President of INDEMNITY COMPANY OF CALIFORNIA,and Senior Vice President of DEVELOPERS INSURANCE COMPANY,does hereby
certify that the foregoing and attached Power of Attorney remains in full force and has not been revoked;and furthermore,that the provisions of the resolutions of the respective
Boards of Directors of said corporations set forth in the Power of Attorney,are in force as of the date of this Certificate.
This Certificate is executed in the City of Irvine,California,this 4th day of Septemberi99 7
INDEMNITY COMPANY OF CALIFORNIA DEVELOPERS INSURANCE COMPANY
>GQQ?ANY
—,I �25apPQR4NCc<`
.�? �9r O 4 � n
By i- OCT.5 By -- MAR.27 O
L.C.Fiebiger W 1%7 s° L.C.Fiebiger 197e
Senior Vice President may, [1F PN��; Senior Vice President yo ,lFQa��ti
• • BOND $11
PREMIUM UM s1l, 80aso.00
PREMIUM IS FOR A TERM
OF TWO YEARS.
FAITHFUL PERFORMANCE BOND
WHEREAS,the City Council of the City of Huntington Beach,State of California,and
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"), A CALIFORNIA LIMITED LIABILITY COMI'A�Y
(hereinafter designated as"principal')have entered into an agreement whereby principal agrees to install
and complete designated public improvements,which said agreement,dated December 16
19 96 ,and Identified as projeCtTRACT NO. 14352,is hereby referred to and made a part hereof;and
WHEREAS,said principal is required under the terms of said agreement to furnish a bond
for the faithful performance of said agreement.
Now,therefor,we,the principal and DEVELOPERS INSURANCE COMPANY
as surety,are held and firmly bound unto the City of Huntington Beach,hereinafter called"City",the penal
SUM Of FIVE HUNDRED NINETY FOUR THOUSAND AND NO/100 dollars($594,000.00 )
lawful money of the United States,for the payment of which sum well and truly to be made,we bind
ourselves,our heirs,successors,executors and administrators,jointly and severally,firmly by these
presents.
The condition of this obligation is such that if the above bounded principal,his or its heirs,
executors,administrators,successors or assigns,shall in all things stand to and abide by,and well and
truly keep and perform the covenant,condition and provisions in the said agreement and any alteration
thereof made as therein provided,on his or their part,to be kept and performed at the time and in the
manner therein specified,and in all respects according to their true intent and meaning,and shall indemnify
and save harmless'City',its officers,agents and employees,as therein stipulated,then this obligation
shall become null and void;otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to tile face amount specified
therefor,there shall be included costs and reasonable expenses and fees,including reasonable attorney's
fees incurred by"City in successfully enforcing such obligation,all to be taxed as costs and included in
any judgment rendered.
I
The surety hereby stipulates and agrees that no charge,extension of time,alteration or
addition to the terms of the agreement or to the work to be performed thereunder or the specifications
accompanying the same shall in anywise affect its obligations on this bond,and it does hereby waive
notice of any change,extension of time,alteration or addition to the terms of the agreement or to the work
or to the specifications.
In witness whereof,this instrument has been duly executed by the principal and surety
above named,on September a ,1997
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"),
A CALIFORNIA LIMITED ILITY CQNS!$OfYlclpal
By
DEVELOfhRS/ I'U�ANCE COMPANY as Surety
By
By BART STEWART, ATTORNEY-IN-FACT
APPROVED AS TO FORM
GAIL HUTTON.City Attorney
By.Deputy City Attomey
2
STATE OF CALIFORNIA )
) SS
COUNTY OF ORANGE )
ON {�ct�(i�r 6' (�!`l ).BEFORE ME,
A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED 3-'tA
AN
PERSONALLY KNOWN TO ME(OR-PROVED-TO-ME-0N THE-BASIS-OF-SATISFAC-TORY EVIDENCE)
TO BE THE PERSONS WHOSE NAMES AREtUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGES TO ME THAT THE'I EXECUTED THE SAME IN THEIR AUTHORIZED CAPACIT[[(&,
AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT.
WITNESS MY HAND
SIGNATURE e24 MY PRINCIPAL PLACE OF BUSINESS IS
NOTARY PUQUC IN AND FOR SAID STATE IN Der v66 COUNTY
A. Ajc-LSc.J
(NAME PRINTED) MY COMMISSION EXPIRES
UURA A NEL90N
ComNaion I IOEG263
STATE OF CALIFORNIA ) N°'m Nuc-C.M.'0
ownge coj*
SS MY Cort Lq*.M 23,190
COUNTY OF ORANGE )
ON ,BEFORE ME,
A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED
AND
PERSONALLY KNOWN TO ME(OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE)
TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND .
ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES,
AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT.
WITNESS M r HAND
SIGNATURE MY PRINCIPAL PLACE OF BUSINESS IS
NOTARY PUBLIC IN AND FOR SAID STATE IN COUNTY
(NAME PRINTED) MY COMMISSION EXPIRES
807501
3
t i
STATE OF CALIFORNIA
SS.
COUNTY OF SAN DIEGO
On September 4, 1997 ,before me, CHRISTINE A. PATERSON, NOTARY PUBLIC
PERSONALLY APPEARED BART STEWART
personally known to me (rn�roeed- rrre-ert +e-basis-of—
satisfartary-evidenrej to be the person($) whose name(s)
is/ar-e subscribed to the within instrument and acknowl-
edged to me that he/she/they-executed the same in his/
her/them authorized capacity(ies), and that by his/hef/
theif signature(g) on the instrument the person(s), or the
entity upon behalf of which the person(g) acted, executed CHRISTINE A. PATERSON
the instrument. r ~'A COMM. # 1100753 ''-
- NOTARY PUBLIC • CALIFORNIA o
SAN DIEGO COUNTY
WTINESS my hand and official seal. -My Comm.Expires June 13,2000�
wm�vrmrmvmrrti
Signature � This area <or 04icwl Notarial Seal
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
TITLE OR TYPE OF DOCUMENT
TmEts
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
® ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
❑ GUARDIAWCONSERVATOR
❑ OTHER:
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
P"W of PSRSC►*S)OR e►mrrrts)
SIGNER(S) OTHER THAN NAMED ABOVE
DEVELOPERS INSURANCE COMPANY
M14M Irv.`/% ALL-PURPOSE ACKNOWLEDGEMENT
ISPOWER OF ATTORNEY OF
EMNITY COMPANY OF CALIFORIO
AND DEVELOPERS INSURANCE COMPANY NI- 0 0 7 6 4 6
P.O.BOX 19725,IRVINE,CA 92623•(714)263-3300
NOTICE: 1. All power and authority herein granted shall in any event terminate on the 31 st day of March,1999.
2. This Power of Attorney is void if altered or if any portion is erased.
3. This Power of Attorney is void unless the seal is readable,the text is in brown ink,the signatures are in blue ink and this notice is in blue ink.
4. This Power of Attorney should not be returned to the Attorney(s)-In-Fact,but should remain a permanent part of the obligee's records.
KNOW ALL MEN BY THESE PRESENTS,that except as expressly limited,INDEMNITY COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY,do each
severally,but not jointly,hereby make,constitute and appoint
"'JEROLD D. HALL, BART STEWART, CHRISTINE A. PATERSON, SANDRA J. LITTLE, JOINTLY OR
SEVERALLY'
the true and lawful Attorney(s)-In-Fact,to make,execute,deliver and acknowledge,for and on behalf of said corporations as sureties,bonds,undertakings and contracts of suretyship
in an amount not exceeding Three Million Five Hundred Thousand Dollars($3,500,000)in any single undertaking;giving and granting unto said Attomey(s)-In-Fact full power and authority
to do and to perform every act necessary,requisite or proper to be done in connection therewith as each of said corporations could do,but reserving to each of said corporations full
power of substitution and revocation;and all of the acts of said Attomey(s)-In-Fact,pursuant to these presents,are hereby ratified and confirmed.
This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of INDEMNITY
COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY,effective as of September 24,1986:
RESOLVED,that the Chairman of the Board,the President and any Vice President of the corporations be,and that each of them hereby is,authorized to execute Powers of
Attorney,qualifying the attorney(s)named in the Powers of Attorney to execute,on behalf of the corporations,bonds,undertakings and contracts of suretyship;and that the Secretary
or any Assistant Secretary of the corporations be,and each of them hereby is,authorized to attest the execution of any such Power of Attorney;
RESOLVED,FURTHER•that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such
Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so affixed and in the future with respect to any bond,undertaking
or contract of suretyship to which it is attached.
IN WITNESS WHEREOF INDEMNITY COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY have severally caused these presents to be signed by their respective
Presidents and attested by their respective Secretaries this 3rd day of February,1997.
INDEMNITY COMPANY OF CALIFORNIA DEVELOPERS INSURANCE COMPANY
0,1 By V By V
Dant '.Vincenti,Jr. Dan F.Vincenti,Jr.
resident NPAN 0 resident 5\NSUg4X
Q�uOPPO C,
a o9G ATTEST R.27 0
OCT.S �I 1979 a
1967 07
oy [IFOPN�'ia y° ,IFOa�p
By * By /-t"4*0
Walter Crow I Walter Crowell
Secretary Secretary
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
On February 3,1997,before me,Sherie L.Bell,personally appeared Dante F.Vincenti,Jr.and Walter Crowell,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. -- M
SHERIE L BELI,
GOMM.01119419
Signature NOTARY PUBLIC-CALFORNIA
ORANGE COUNTY
W Comm.F*Dx.12,2000
CERTIFICATE
The undersigned,as Senior Vice President of INDEMNITY COMPANY OF CALIFORNIA,and Senior Vice President of DEVELOPERS INSURANCE COMPANY,does hereby
certify that the foregoing and attached Power of Attorney remains in full force and has not been revoked;and furthermore,that the provisions of the resolutions of the respective
Boards of Directors of said corporations set forth in the Power of Attorney,are in force as of the date of this Certificate.
This Certificate is executed in the City of Irvine,California,this 4th day of September,199
INDEMNITY COMPANY OF CALIFORNIA DEVELOPERS INSURANCE COMPANY
MPANYO \HSU94
pPPOq�v Q�Q4 pP0 ,lCc�`
BY z' OCT.6 By O 2 MAR.27 0
L.C.Fiebiger y 1967 a L.C.Fiebiger 1979 v
Senior Vice President °y� t11o114 Senior Vice President ° °IFOP�'~
* *
ID-313 REV.(3/97)
• t • • BOND NO.437454S
PREMIUM $120,00
PREMIUM IS FOR A TERM
OF TWO YEARS.
MONUMENT BOND
KNOW ALL MEN BY THESE PRESENTS:
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"),
THAT A CALIFORNIA LIMITED LIABILITY COMPANY
as Subdivider of Tract No._14352 in Ole City of Huntington Beach,County of Orange,Stale of
California,has submitted to said City a Final Map of said tract containing an engineer's or surveyor's
certificate stating that all final monuments will be set in the positions indicated on or before the date
specified in said certificate:
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"),
Thatsaid A CALIFORNIA LIMITED LIABILITY COMPANY
(Subdivider)
as principal,and DEVELOPERS INSURANCE COMPANY
as surety,hereby guarantee to the City of Huntington Beach the payment of the cost of setting all such
monuments within or in connection with said tract,as are not already set prior to the recording of said Final
Map,in accordance with said map and said certificate up to but not in excess of the sum of
SIX THOUSAND AND N01100
$ 6,000.00 in which sum we are held and firmly bound to the City of Huntington Beach,all in
accordance with and subject to the terms,conditions and provisions of Article 9,Chapter 4 of the
Government Code of the State of California.
IN WITNESS WHEREOF,we have executed this instrument this 4th day of
September 1997
J/T DEVELOPMENT COMPANY, LLC ("JT/LLC"),
A CALIFORNIA LIMITED LIABILITY COMPANY as Principal
By:
By:
DEVELOPERS INSURANCE COMPANY as SUfety
By: _ �"'
By:BART STEWART, ATTORNEY-IN-FACT
APPROVED AS TO FOWY1
GAIN HUTTON, ofrfey-
6y'Deputy y Attmey
s'
8092.01
STATE OF CALIFORNIA )
) SS
COUNTY OF ORANGE )
ON SeT�-eM'2-1 BEFORE ME,
A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED
PERSONALLY KNOWN TO ME(0 W�9�lE ME 044HE M6 a-OF-SA-TISFA"TORY-EV"ENCE)
TO BE THE PERSONS WHOSE NAMES A SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGES TO ME THAT THEY 5(ECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES,
AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT.
WITNESS MY HAND
SIGNATURE,-7 MY PRINCIPAL PLACE OF BUSINESS IS
NOTARY PU C IN AND FOR SAID STATE IN A,o C COUNTY
614--012,4 A, A;",, f,j
(NAME PRINTED) MY COMMISSION EXPIRES 7 z ``
ft
uuaA A.NaWN
Conn kow 0 MOMS
NOWYa�cic—caran+o _
STATE OF CALIFORNIA ) 0="Cw*
) SS My Comm.EVbw u X,19"
COUNTY OF ORANGE )
ON BEFORE ME,
A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED
AND
PERSONALLY KNOWN TO ME(OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE)
TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES,
AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT.
WITNESS MY HAND
SIGNATURE MY PRINCIPAL PLACE OF BUSINESS IS
NOTARY PUBLIC IN AND FOR SAID STATE IN COUNTY
(NAME PRINTED) MY COMMISSION EXPIRES
8092.01
STATE OF CALIFORNIA
SS.
COUNTY OF SAN DIEGO
On September 4, 1997 ,before me, CHRISTINE A. PATERSON, NOTARY PUBLIC
PERSONALLY APPEARED BART STEWART
personally known to me for-prerec# rtze-ereis-of—
satisfactmy .evidencej to be the person($) whose name(s)
is/are,subscribed to the within instrument and acknowl-
edged to me that he/sQw/they-executed the same in his/
her/them authorized capadty(ies), and that by his/het/
their signature(g) on the instrument the person(s'), or the
entity upon behalf of which the person(g) acted, executed CHRISTINE A. PATERSON
the instrument. o � NOTARY
CONIM. ;r 1100753 PUBLIC • CALIFORNIA o
SAN DIEGO COUNTY
WTTWFSS my hand and official seal. My Comm.Expires June 13.2000
wksnvrwrrmmrrtivwwwvv+vwvwrwwwr
Si ature Th*area for OFScial Notnrial Seal
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
D CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
1mLEts
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
® ATTORNEY-IN-FACT NUMBER OF PAGES
❑ TRUSTEE(S)
D GUARDIAWCONSERVATOR
❑ OTHER:
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
wuE of PERSONS)oa EWnTYpEs)
SIGNER(S) OTHER THAN NAMED ABOVE
DEVELOPERS INSURANCE COMPANY
�061tcr 6�'` ALL-PURPOSE ACKNOWLEDGEMENT
POWER OF ATTORNEY OF
ObEMNITY COMPANY OF CALIFOF&
AND DEVELOPERS INSURANCE COMPANY N2 0 0 7 6 4 7
P.O.BOX 19725,IRVINE,CA 92623•(714)263-3300
NOTICE: 1. All power and authority herein granted shall in any event terminate on the 31 st day of March,1999.
2. This Power of Attorney is void if altered or if any portion is erased.
3. This Power of Attorney is void unless the seal is readable,the text is in brown ink,the signatures are in blue ink and this notice is in blue ink.
4. This Power of Attorney should not be returned to the Attomey(s)-In-Fact,but should remain a permanent part of the obligee's records.
KNOW ALL MEN BY THESE PRESENTS,that except as expressly limited,INDEMNITY COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY,do each
severally,but not jointly,hereby make,constitute and appoint
"'JEROLD D. HALL, BART STEWART, CHRISTINE A. PATERSON, SANDRA J. LITTLE, JOINTLY OR
SEVERALLY—
the true and lawful Attorney(s)-In-Fact,to make,execute,deliver and acknowledge,for and on behalf of said corporations as sureties,bonds,undertakings and contracts of suretyship
in an amount not exceeding Three Million Five Hundred Thousand Dollars(S3,500,000)in any single undertaking;giving and granting unto said Attomey(s)-In-Fact full power and authority
to do and to perform every act necessary,requisite or proper to be done in connection therewith as each of said corporations could do,but reserving to each of said corporations full
power of substitution and revocation;and all of the acts of said Attomey(s)-In-Fact,pursuant to these presents,are hereby ratified and confirmed.
This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of INDEMNITY
COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY,effective as of September 24,1986:
RESOLVED,that the Chairman of the Board,the President and any Vice President of the corporations be,and that each of them hereby is,authorized to execute Powers of
Attorney,qualifying the attorney(s)named in the Powers of Attorney to execute,on behalf of the corporations,bonds,undertakings and contracts of suretyship;and that the Secretary
or any Assistant Secretary of the corporations be,and each of them hereby is,authorized to attest the execution of any such Power of Attorney;
RESOLVED,FURTHER,that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such
Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so affixed and in the future with respect to any bond,undertaking
or contract of suretyship to which it is attached.
IN WETNESS WHEREOF,INDEMNITY COMPANY OF CALIFORNIA and DEVELOPERS INSURANCE COMPANY have severally caused these presents to be signed by their respective
Presidents and attested by their respective Secretaries this 3rd day of February,1997.
INDEMNITY COMPANY OF CALIFORNIA DEVELOPERS INSURANCE COMPANY
'RA-10 I ),.-....P.
By—" • ouUJI, '4. By V
Dant .Vincenti,Jr. Dan F.Vincenti,Jr. �t�SUR
resident MPANYO resident 5 qN
O o P PPO C
OHq�c Q4,VO qr F
ATTEST R.27 0
M.5 1967 O 1979 S
yi (rFOPN\Paa y0 4 IFOP•�p t2
By * By
Walter Crow I Walter Crowell
Secretary Secretary
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
On February 3,1997,before me,Sherie L.Bell,personally appeared Dante F.Vincenti,Jr.and Walter Crowell,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. »•MM
"RIE L BELL
COMM,11111111941e
Signature NOTARY PUBLIC-CA -ORNIA
ORANGE COUNTY
My COM E*DK 12,2=
CERTIFICATE
NI-
The undersigned,as Senior Vice President of INDEMNITY COMPANY OF CALIFORNIA,and Senior Vice President of DEVELOPERS INSURANCE COMPANY,does hereby
certify that the foregoing and attached Power of Attorney remains in full force and has not been revoked;and furthermore,that the provisions of the resolutions of the respective
Boards of Directors of said corporations set forth in the Power of Attorney,are in force as of the date of this Certificate.
This Certificate is executed in the City of Irvine,California,this 4th day of Septembe 199 7
INDEMNITY COMPANY OF CALIFORNIA DEVELOPERS INSURANCE COMPANY
N.PANYC �tiSURq
O P Oqq C, �P�pP 0 4lCc`
v Q 4
By—X. 2'= OCT.5 0, By �=MAR-27 0
L.C.Fiebiger y 1967 a L.C.Fiebiger uJ 1979
Senior Vice President oy� TO Senior Senior Vice President y° 4 IFOP�P
* *
ID-313 REV.(3/97)
Oft,Dq-r
DATE n
al
08/1 9/97
'A`
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Weaver& Associateslnc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
711 W.Camino Real (91007) ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O.Box 1508 COMPANIES AFFORDING COVERAGE
Arcadia,CA 91077-1508 COMPANY .
A Steadfast Insurance Co.
INSURED /ao.(.6 T/Lo,,-'ti COMPANY
J.A.Hill Corporation 4 B New Hamphire Insurance Co.
JT Development Company LLC 1014v4h- '11)4 -7 COMPANY.
Plaza Almeria LLC
3579 E.Foothill Blvd.,#330
Pasadena,CA 91107 COMPANY
7iE Ae9f�Z KM� D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED,NOTWITHSTANDING ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTA I DATE(MMJDDIYY) DATE(MMIDDNY)
A GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000
X COMMERCIAL GENERAL LIABILITY SCO 2669896-00 08/20/97 08/20/99 PRODUCTS•COMPiOP AGG S 1,000,000
7 CLAIMS MADE 1_X_1 OCCUR PERSONAL 8 ADV INJURY $ 11000,000
OWNER'S 9 CONTRACTOR'S PROT EACH OCCURRENCE S 1,000,000
X Broad Form PD FIRE DAMAGE(Any one fire) $
I X I BF Contractual MED EXP(Any one person) $
AUTOMOBILE LIABILITY
ANY AUTO PR(Y,r T� ks �o COMBINED SINGLE LIMIT $
ALL OWNED AUTOS r'T 1)11
BODILY INJURY $
(Per person)
SCHEDULED AUTOS
HIRED AUTOS BODILY INJURY $
NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
GARAGE LIABILITY V AUTO ONLY-EA ACCIDENT $
.. .. ........
ANY AUTO OTHER THAN AUTO ONLY:
EACH ACCIDENT S
AGGREGATE S
B EXCESS LIABILITY 3200-9318 08/20/97 08/20/99 EACH OCCURRENCE S 4000,000
UMBRELLA FORM AGGREGATE s 4,000,066
OTHER THAN UMBRELLA FORM $
.................
WORKERS COMPENSATION AND W ATU-
IM1161--m a
EMPLOYERS'LIABILITY TQRY
EL EACH ACCIDENT S.
THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $
PARTNERS/EXECUTIVE
CUTIVE
OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE $
OTHER
DESCRIPTION OF OPERATIONSILOCA'nONSIVEHICLESISPECIAL ITEMS
Re: Plaza Almeria Project
CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER AI-I'ACHED FORM STF032B
PRIMARY&NON-CONTRIBUTING INSURANCE AND WAIVER OF SUBROGATION PROVISIONS
.................................. .......
. ..... .........
. . ....
N. .. A . .
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City or Huntington Beach,Its EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL 1111IMBRIOMMM MAIL
Agents,Officers& Employees 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
2000 Main Street
Huntington Beach,CA 92648
U ED REPRESENTATIYF
....................
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009330 KMR
INSURED: J.A. Hill Corporation
DESCRIPTION OF OPERATION S/LOCATIONSN EHICLES/SPECIAL ITEMS-(Continued): +
APPLY PER THE ATTACHED FORMS.
::...................................................................................................................................................................................................................................... ............................. .........................:;
I
::.....:. ....:::::. :::::.: :r....... .
::.: r... ...................:.ii>:.;:.r:{.:.i;:.i:•.}•:::.:}:;{.r;;•.}:.}:.:{.r;.;:::::.}:.;:{.irr:.}:::::::::::::{.::{.}:.}:.r:.r:.;r:.;:.}:.:{{{:;::::::.;:.;:.rr:.:>r;:{{.i:;;.r:.;:.;:. r:.:.;r:.;:.;};:;. ::;r::»:
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HUU-IW-J I J. l,)j it t VV- N- VUVI U% U
9�is r
r,8/19/97
rreoued enean.m.nt
-PD 6fJ
Nonremium Endorsement
lasued by
�] Steadfast Insurance Company
Polity Number -Certificate Number Npmad Insured
SCO 2669896-00 1 1J.A MR A LLC
roducar Pkv�iucer No.-o C
W.K. COOPER & COMPANY
Inception(Month-oay-Year) t:xpintion(Month Effactive gate and Time of Endorsement
Policy Poriod:
1 *8/20/97
It is agreed that this poriry is he«by tfrO-oded ss indicated. npKregttfms and condillons of this policy femaln unchanged.
BL ANKE1 WAIVER OF SUBROGATION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
The follvwiriy is added to SECTION V-CONDITIONS:
We waive any right of recovery we may have against the person or organization shown in the Schedule because
of payments we make for injury or damage arising out of 'your work' done under a written contract with that
person or organization. The waiver applies only to the person or organization shown in the Schedule.
Person or Organization:
All patties for whorri you have agreed, under writterr contract for'your work,' to waive your legal rights of
in�emrtification.
All other terms and conditions rerrtairi unchanged,
Signature a!Authorized Representative
STFZ.-3wF r311 Ilia I Steadfast Insurance Company
TOTAL F. 0C,
f111,, 14JU Uv i V. II.u, --
Non-Premium Endo. ..
Ment Ua1rP8 19/97 on.ri trw.
Isau.d by
Q Steadfast insurance Company 44t- 9�S/f;
Po.lcy Numbor Certificate Number Nsm6d Intured
SC0::2669896-00 1 J.A. HILL CORP; JT DEVELOPMENT CO. , LLC; PLAZA ALMERIA LLC
Producer Pro5uoor No,-O C
W.K. COOPER & COMPANY
InxpUon(MonUf-Day-Year) Expiration(Month• y- ear) Elfadive hats and Tim4 or Endorsement
Policy Period:
18/20/97 8 20 99 1.2:01 a.m.
It is agreed that this policy is homoy amandeo as indicatod. All other terms and conditions of this policy remain uncharged.
BLANKET ADDITi�'. NAL IN UREA `0-0—N IMENT
It is agreed that the Parsons Insured (Section II) is amended to include the entities named below as an
additional insured under this policy, but only as respells liability arising out of work performed by or for the
named insured on behalf of the additional insured.
It is further agreed that naming tt:e below individuals)as an insured does not serve to increase the Company's
Limits of Liability as specified in the Declarations of this policy.
Name of Additional lns ram:
A!I entities and/or persons for whom the named 'insured, under written cor ?t ctrfias agreed to provide coverage
as an additional insured.
A Dom ,
y S17N�n2tuurr of A—urhcriized Reprecentativo
r'n2s".( Ifret sTr0329 Steadfast InSUrance ComioanY
Non-Premium Endo0ment r 8/14 97 BN0.
Is+usd by � flee_ I f-3,5 2Z.)® Steadfast Insurance Company � �,t Q
Policy Number Car, cato Nuwnber Nat ns,"—
SCO 2669896-00 1 J.A. HILL CORP. ; JT DEVELOPMENT CO., LLC; PLAZA ALMERIA LLC
Producer Producnt No.-oPc
W.K. COOPER ,& COMPANY
Inception(Month- ay- ear) aplration(Month-0ay-Year) trr,^.tiva Oito arxi Tirne of Endomement
Polity Period:
8/20/97 8 20 99 12:01 a.m.
tit tS ogreed that th s policy is hereby amended as Indi=cd. All other terms ar.d r,r6'44 ,"uf l}rit policy remnin unch2ngod..
PRIMARY!NON-CONTRIBUTOANT- SURANCE ENDORSEMENT
in consideration of the payment of the premium, it is hereby understood and agreed that Section S, Other
Insuranca of Provision iV, Conditions, is deleted in its entirety and replaced by the following:
5. Other insurance: When both this insurance and other insurance apply to a loss on the same
basis, whether the other insurance is stated as primary, excess or contingent, the company shall
not be liable under this policy for a greater proportion of the loss than that stated in the
applicable contribution provision below:
(a) Contribution by Equal Shares. If all of such other valid and collectible insurance
Provides for contribution by equal shares, the company shalt not be liable for a greater
proportion of such share until the share of each insurer equals the lowest applicable limit
of liability under any one policy or the full amount of the loss is paid, and with respect to
any amount of loss not'So paid tile remaining insurers then continue to contribute equal
shares of the remaining amount of the loss until each such insurer has paid its limit in
full or tite full amount of tiie loss is paid.
(b) Contribution by Limits. If any of such other insurance does not provide fcr
contribution by equal shares, the coihpany shall.not be liable for a greater proportion of
such loss than the applicable limit of liability under this policy for such loss bears to the
total applicable limit of liability of all valid and collectible insurance against such loss.
Notwithstanding the foregoing, the company agrees that such insurance as is afforded by this policy for the
benefit of certificate holders included as persons insured shall be primary and non-contributing insurance, but
only as respects a claim, loss or liability arising out of insured cperations or work on behalf of the named
insured performed under a written ccritract between the named insured and certificate holder that requires the
named insured to maintain such primary Lind non-contributory insurance and to include the certificate holder a a
person insured thereunder.
Signatum orAuthorized Reprusan.a0ve
................::::.::.:::.
.. :. �::::isi::i`:: ;:2:::i:: ::: : ::::::::::::: DATE(MM
ACORE,. >.:.:G. T.I. .t:C1T ::. :. .::LI. B.I� ll.::. N:S:U:RA..::...::. .E:..::.::>:.:::.:::::::::::.._::::::.,:>.::::::.::. f....::::::... 08 19/97
PRODUCER ......C...... � IS.����ISSUED ������MATTER��OF INFORMATION����THIS��CERTIFI ATE IS A N
Weaver& ASSociates,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
711 W. Camino Real (91007) ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O.Box 1508 COMPANIES AFFORDING COVERAGE
Arcadia,CA 91077-1508
COMPANY
A Golden Eagle Ins.Co. 44
INSURED COMPANY Lti�LI�
J.A.Hill Corp. - B
3579 E.Foothill.Blvd. COMPANY
Suite#330 C _
Pasadena,CA 91107 3✓r KM COMPANY
77ei¢ z
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPEOFINSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE(MM/DD/YY) DATE(MMIDD/VY)
GENERAL LIABILITY GENERAL AGGREGATE S_
COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG S _
CLAIMS MADE OCCUR PERSONAL d ADV INJURY $
OWNER'S d CONTRACTOR'S PROT EACH OCCURRENCE $
FIRE DAMAGE(Any one lire) 3
MED EXP(Anyone person) $
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT S
ANY AUTO
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) $
HIRED AUTOS t�
j C BODILY INJURY S
NON•OWNED AUTOS pF�i•,0 }' (Per accident)
r�r. - ----
G" = ~•,� PROPERTY DAMAGE $
AGE LIABILITY AUTO ONLY-EA ACCIDENT $
I
vy ' GS
ANY AUTO f OTHER THAN AUTO ONLY
I'6 EACH ACCIDENT $ y _
AGGREGATE $
EXCESS LIABILITY EACH OCCURRENCE $
UMBRELLA FORM AGGREGATE $
OTHER THAN UMBRELLA FORM S
A WORKERS COMPENSATION AND X WC STAB U• PR-
EMPLOYERS'LIABILITY NWC-419373-04 01/01/97 01l01/98 EL EACH ACCIDENT $ 1000000
THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ 1,000,000
PARTNERS/EXECUTIVE
OFFICERS ARE: RX EXCL EL DISEASE-EA EMPLOYEE $ 1000 000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Re:Plaza Almeria Project
: :..::: :..... ..:...::. . ....::.. ...
...�...�Cat:�E.Hb.Lt11:�i............................_:.......................................................................�dNC.�LLk'1'ioN.,:'�en:l�u :.lV:n.fr.�..f..araV:ah.:I'.........._._of.I'Y..mi.....:.................
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Huntington Beach,Its EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL K11113HifICM.TD MAIL
Agents,Officers& Employees
30_DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
Attn: Risk Management Division BUY*X)CXfBEX1ZX`1Ar1 ZVCF4WGI[=ViM1KVRPD-"AX31DXQ®t6XVDN!(QKJCDiBM1X
2000 Main Street
Huntington Beach,CA 92648 DRX!!llIYXVYNRXXIPOY�(CTFiE�fXQfmIRA7ilCXxIBCXX6RIC/BCXDRX!kTEFAISBiIVNNYt�C
AU 0 ED REPRESENTATIV
00933.0..................:.
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N:>1988:
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