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Final Tract Map 15499 - Subdivision Agreement - Garfield Squ
Citv of Huntington Beach r:- P O Box 711 CALIFORNIA 92648 TELEPHONE 714 536.5200 FAx 714 374.1603 SHARI L. FREIDENRICH CITY TREASURER September 10, 2001 CERTIFIED MAIL American Contractors Indemnity Company 9841 Airport Blvd. Fl. 9 Los Angeles, CA 90045 To Whom it May Concern: This is to inform you the City Council of the City of Huntington Beach, on April 16, 2001 approved the release of the following bond(s): Tract# 15499 Guarantee and Warranty Bond No. 88482 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, le Shari L. reidenrich, CPA, CCMT City Treasurer Enclosures cc: Garfield Square, LLC 1026 South Wall Street, 2"d Floor Los Angeles, CA 90015 Bob Beardsley, Director of Public Works(no attachments) Connie Brockway, City Clerk(no attachments) G:\Joyce\.SHARN.ET`ERS\Bond release TR15499.doc i Citv of Huntington Beach ' P O Box 711 CALIFORNIA 92648 ` TELEPHONE 714 536.5200 FAx 714 374.1603 —---- - SHARI L. FREIDENRICH CITY TREASURER September 18, 2000 CERTIFIED MAIL American Contractors Indemnity Company 9841 Airport Blvd. Fl. 9 Los Angeles, CA 90045 Dear Ms. Williams: This is to inform you the City Council of the City of Huntington Beach, on August 21, 2000, approved the release of the following bonds: Tract# 15499 Faithful Performance and Labor&Material Bond No. 78932 Monument Bond No. 78933 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 L. reidenrich, CPA, CCMT o City Treasurer Enclosures -o n cc: Garfield Square, LLC 203 Trojan Street 77 Anaheim, CA 92804 Bob Beardsley, Director of Public Works (no attachments) Connie Brockway, City Clerk(no attachments) G:\Denine\Shari\Letters\BondLt73 PN 9 b — -T tWo7 J bNb, Council/Agency Meeting Held: - 21 —co Deferred/Continued to: Y4 Approved ❑ Conditionally Approved ❑ Denied _ t �ity C s Signature Council Meeting Date: August 21, 2000 Department ID Number: PW 00-077 CITY OF HUNTINGTON BEACH = REQUEST FOR COUNCIL ACTION Gi" CD �- SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS V 3' SUBMITTED BY- RAY SILVER, City Administrator qze� A PREPARED B OBERT F. BEARDSLEY, Director of Public Works SUBJECT: PROVE THE RELEASE OF SECURITIES FOR TRACT NO. 15499 AND ACCEPT THE PUBLIC IMPROVEMENTS [statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: Garfield Square, LLC, the subdivider of Tract No. 15499, located on the north side of Garfield Avenue, east of Delaware Street, is requesting their bonds and agreement be accepted by City Council. Funding Source: Not applicable. Recommended Action: Motion to: 1. Accept the improvements constructed and dedicated for public use with Tract No. 15499; and, 2. Release Faithful Performance/Labor and Material No. 78932 and Monument Bond No. 78933 pursuant to California Government Code Section No. 66499.7(b); and, 3. Accept the Guarantee and Warranty Bond No. 88482; 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 subdivider, Garfield Square, LLC, of this action and the City Treasurer to notify the Surety, American Contractors Indemnity 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. / v REQUEST FOR COUNCIL ACTION MEETING DATE: August 21, 2000 DEPARTMENT ID NUMBER: PW 00-077 Analysis: On April 19, 1999, the City Council approved Final Map No. 15499 and accepted bonds, the securities furnished for faithful performance, labor and material and monuments. The developer, 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 66499.79(a). Public improvements constructed consist of the domestic water system and appurtenances within the private street. 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 66499.3(d) requires that security for the guarantee and warranty of the improvements be posted upon acceptance of the public improvements. The developer has provided Guarantee and Warranty Bond No. 88482 as security. Following is a list of project data: Subdivider: Garfield Square, LLC, 1026 South Wall Street, 2"d Floor, Los Angeles, California 90015 Engineer: Focus Engineering, Inc. 25 Mauchly, Suite 317, Irvine, California 92618 Title Co.: Investors Title Co., 3055 Wilshire Blvd.., Los Angeles, California 90010 Surety: American Contractors Indemnity Company, 10231 Slater Avenue, Ste. 202, Fountain Valley, California 92708 Location: North side of Garfield Avenue, East of Delaware Street Lots: 1 numbered lot, 1 lettered lot Acreage: 0.517 Zone: R2 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, Cal. Admin. 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. 88482 3 Acceptance of Public Improvement Forms RCA Author: T. Elliott Tract 15499 RCA Acceptance.doc -2- 08/07/00 10:50 AM ATTACHMENT 1 1 `QWg _Q SECTIONAL DISTRICT MAP 35=5-1.1 CITY OF �• � :, . : , , . _.__�� HUNTINGTON BEACH ' ORANGE COUNTY, CALIFORNIA;; :,,:' 'USE OF PROPERTY MAP ,.0 ux TALBERT AVE. C F-R ORANGE (HVRT NMN CENTRAL PARK) LlV•N^! :� •�• ' YRANSFER � r CF-R IYERRY PAf,IKI - GEJL:O - _ I , F I 1 - F ARID DR WILSON CF-R CF-C ' FG;ID. V (r41C!YA gTiw'wm PIC - CF-C g u4ERYA DR . aaurz leu� PaRTI N DR YUKM DR A� F!V'_' Pr PL0.IAFl g . • I LIMA- � 1 WY0.1PF '.sR4Cui , YGY'EPb [41(77 AVE. - a.•miCA = ND,P�AL a y~ `w NRC:WE .......... w lV NDSPi:AL CANPW L 3 N64.LY = O ........ u q .......... j - a Z z GARFIELD. = '< AVE. ATTACHMENT 2 EXHIBIT A GARFIELD SQUARE, LLC THE LLC INTERESTS AND LLC UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF .1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH LLC INTERESTS AND LLC UNITS MAY NOT BE SOLD OR TRANSFERRED UNLESS SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AWAILABLE. THE LLC AGREEMENT (AS DEFINED BELOW) PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE LLC INTERESTS AND LLC UNITS REPRESENTED HEREBY. CERTIFICATE FOR LLC INTEREST IN GARFIELD SQUARE, LLC Certificate No. LLC Units as the Manager of GARFIELD SQUARE, LLC Californ.ia ,Limited Liability Company (the "LLC" ) , hereby certifies that is the holder of LLC Units, as than term :'i_b defined in the Operating Agreement of Garfield Square, LLC,. dated as of as amemded and restated from time to time (the "Agreement" ) (copies of which are on file at ;the principal office of the LLC) . This Certificate is not negotiable or transferable except by operation of law, or as otherwise provided in the Agreement, and any such transfer will be valid only upon delivery of this Certificate, together with an assignment in the form set forth on the reverse hereof (or other»-se acceptable to the Manager and sufficient , to , convey an interest in. an LLC pursuant to the (California) Beverly-Killea Limited Liability Company Act, as it may be amended and in effect from time to time, or any successor statute thereto) , duly executed, to the Manager of the LLC. DATED: Manager of Garfield Square, LLC A California Limited 'Liability Company EXHIBIT 'A 28 S (REVERSE OF CERTIFICATE) ASSIGNMENT OF •LLC INTEREST IN GARFIELD SQUARE, LLC FOR VALUE RECEIVED, the undersigned ( "Assignor" hereby assigns, conveys, sells and transfers unto ( "Assignee" ) (Please,'Insert Social-Security (Please Print or�`Typewrite Name or Other Identifying Number of and Address - Assignee) .. . Name and Address of Assignee) all rights and interest of Assignor in GARFIELD SQUARE, .LLC Units evidenced hereby and directs that all future distributions and allocations with respect to "such specified assigned LLC Units be paid or allocated by the LLC to such Assignee. The Assignor hereby irrevocably constitutes and appoints the Manager -- as Assignor's attorney-in-fact with full power of substitution in the premises to transfer the .same on the books of the LLC. DATED: Signature of Assignor Signature Guaranteed: NOTE: The signature to any assignment must correspond with the name as written upon the face of this Certificate, in every particular, without alteration or enlargement or any change whatever. If the assignment is executed by an attorney, executor, administrator, trustee or guardian, the person executing the assignment must give such person's full title in such capacity, and proper evidence of authority to act in such capacity, if not on file with the LLC or its transfer agent, must be forwarded with this Certificate. ' EXHIBIT+ A 29 The undersigned, the Manager of the LLC, hereby consents to this Assignment pursuant to Section 12 . 2 of the Agreement. DATED: t- Manager THE LLC INTEREST AND LLC UNITS EVIDENCED HEREBY ARE SUBJECT TO ALL TERMS AND CONDITIONS OF THE AGREEMENT AND UNLESS AND UNTIL ADMITTED TO THE LLC AS A MEMBER, NO ASSIGNEE SHALL BE ENTITLEDTO ANY OF THE RIGHTS, POWERS OR PRIVILEGES OF THE ASSIGNOR EXCEPT THAT ASSIGNEE SHALL BE ENTITLED TO THE DISTRIBUTIONS PAID AND ALLOCATIONS MADE WITH RESPECT TO SUCH INTEREST AS DIRECTED BY THE ASSIGNOR ABOVE. EXHIBIT A 30 f��3�.��, E �. �.?s��kr�' �<�z re A � 3 �'xD � �� #fix .�'� � � �„�"� � � 3 - I have received Faithful Performance Bond No. 78932 —American Contractors Indemnity Company, Labor and Material Bond No. 78932 —American Contractors Indemnity Company, Monument Bond No. 78933—American Contractors Indemnity Company for Garfield Square LLC. Re: Garfield Square LLC, final Tract Map No. 15499 n/s Garfield Ave. between Delaware and Florida Streets. Item E-3 approved on April 19, 1999. Dated: B 8040 NO, 78932 • p{JENUM 06.00 FAITHFUL PERFORMANCE BOND WHEREAS.the City Council of the City of Huntington Beach,Slate of C alil"nia.and Garfield Square, LLC (hereinafter designated as'principal')have entered into an agreement whereby principaA agrees to install and complete designated public improvements,which said agreement,dated 0 c t ob e r 28 19,98 and identified as project Tract 15499 ,is hereby referred to and made a pan hereof and WHEREAS,said priru4pal is required under the terms of said agreermut to hm*h a bond for ft faithful perliormarnce of said agreement. Now,therefor.We,y8 pfinppal and American Contractors Indemnity Company as surety,are held and lardy bound unto the Cdy of Huntington Beach,hereinafter calif d'City',the penal sumof Fourty Thousand Three Hundred and 00/10 ($ 40,300.00 lawful money of the United States,for the payment of which sum well and truly to be fric de,,..a bind ourselves,our heirs,successors,executors and administrators.Jointly arnd severally,bandy by these presents. The condition of this obligation Is such that U the above bounded prin l3al,his or its hers. executors,adrtrinisUators,successors or assigns,shal in an things stand to and abide )y.and well and Vuly Creep and peso. m�M- <:,v,;oa nt.:.:w't.,.:�..1 ild provisions in the"d agreement iWA 9r1v P��NR Unered 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 shad indemnify and save harmless'City'.its officers,agents and employees,as therein stipulated,the.i this obligalim shad become null and void;otherwise it shad be and remain in fun force and effect As a pan of the obligation secured hereby and in addition to the face amount specified Uterefor,there shall be included costs and reasonable expenses and tees,including reasonable attormy's tees incurred by'City in successfully enforcing such bbfigagon,an to be taxed as cost;and included in any judgment rendered. I I I The surety hereby stipules and agrees that no charge,extension of time,alteration or adchbon to the temu of the agreement or to the work to be performed thereunder or Ur!specifications accompanying the same shall In anywise affect its obligations on Uds bond,and it doc:,hereby waive notice of any change,extension of lima,alteration or addition to the leans of the agree ment or to the work or to the specifications. In witness whereof,this instrument has been duly executed by fhe p+i lcipal and surety above named,on March 15 19 99 Garfield Square, LLC as Principal 9y er American Contra c ors Ind e ity Com an as By e., v Carver—Hilburn Attorney—In—Fact i, APPRO 2' G9IL 0" City At�orrAy By .;j Der_at;�. City Attorney xi 313% 2 STATE OF CALIFORNIA ) SS COUNTY OF ORANGE } ON Mgkc)4 j-z 1519.BEFORE ME.` ,VAI A NOTARY PUBLIC IN AND FOR'SAID STATE,PERSONALLY APPEAREO__T-eA I D 0 V AI C Z A!l AND _ All/A . PERSONALLY KNOWN TO ME(OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE) TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE Wmm INSTRUMENT AND ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTHORUED CAPACITIES, AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR THE ENTITY UPON BEHALF OF WHICH THE PERSONS ACTED.EXECUTED THE INSTRUM$NT. WITNESS MY HAND SIGNATURE � b MY PRINCIPAL PLACE OF BUSINESS IS NOTARY PUBLIC I AND FOR SAID STATE IN Q &A16 E COUNTY w L ? e-p- (NbFft _ RA#AOfiLRACBIB =_ FOMMMSION EXPIRES Comffddm#114446 z -d NotmyPd3Ha-CagFomb Ormp MyComm. JuI23,2001 STATE OF CALIFORNIA ) ) sS COUNTY OF ORANGE ) ON BEFORE ME. A NOTARY PUBLIC W 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 AUTHORLED 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 y MY PRINCIPAL PLACE OF BUSINESS IS NOTARY PUBLIC IN AND FOR SAID STATE COUNTY (NAME PRINTED) MY COMMISSION EXP RES pots 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On March' 15, 1999 before me, J.T. Kohoutek Date Name and Title of Officer(e.g..'Jane Doe.Notary Public") personally appeared Peggy Carver - Hilburn Name(s)of Signer(s) ExI personally known to me _ to be the personN) whose name(ao isisubscribed to the within instrument and acknowledged to me that IXe/she/tbM executed the same in blig/her/ftdKauthorized capacity(M), and that by )bjx/her/jbnjr signature(ton the instrument the person(o, J.T.KOHOUII:]C or the entity upon behalf of which the person(F) acted, Commission# 1194244 executed the instrument. .� Notary Public-California orangtvNComM.8PkMAu9 2 2� WITNESS my hand and official seal. Sig re of Notary Public 1 OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Bond Nn- 78912 Document Date: Number of Pages: Signer(s) Other Than Named Above: i Capacity( Claimed by Signer(s) Signer's Name: Peggy Carver - Hilburn Signer's Name: Individual ❑ Individual Corporate Officer ❑ Corporate Officer Title(s): Title(s): Partner—❑ Limited :1 General ❑ Partner—❑ Limited ❑ General g� Attorney-in-Fact ❑ Attomey-in-Fact ` ❑ Trustee ❑ Trustee _ Ell Guardian or Conservator ❑ Guardian or ConservatorOall t ❑ Other: Top of thumb here ❑ Other; Top of thump here Signer Is Representing: Signer Is Representing: American Contractors Indemnity Company ®1994 National Notary Association•8236 Remmet Ave..P.O.Box 7184•Canoga Park.CA 91309-7164 Prod.No.5907 Reorder:Call Toll-Free 1-800.876.6827 American Contractors Indemnity Company Los Angeles, California POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That AMERICAN CONTRACTORS INDEMNITY COMPANY,a California Corporation (the"Company"),and having its principal office in Los Angeles,California does hereby constitute and appoint: Peggy Carver Hilburn as its true and lawful Attomey(s)-in-fact,in amount of$ 1.500,000.OQ to execute,seal and deliver for and on its behalf as surety,any and all bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise,and the execution of such instrument(s)in pursuance of these presents,shall be as binding upon the said AMERICAN CONTRACTORS INDEMNITY COMPANY,as fully and amply,to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be certified to and may be revoked,pursuant to and by authority of resolutions adopted by the Board of Directors of AMERICAN CONTRACTORS INDEMNITY COMPANY,at a meeting called and held on the 6th day of December, 1990. RESOLVED that the Chief Executive Officer,President or any Vice President,Executive Vice President,Secretary or Assistant Secretary, shall have power and authority. 1.To appoint Attorneys)-in-fact and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and, 2.To remove,at any time,any such Attorney-in-fact and revoke the authority given. RESOLVED FURTHER, that the signature of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, AMERICAN CONTRACTORS INDEMNITY COMPANY has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer this 22nd day of September . 19 98 CTORS jyG AMERICAN CONTRACTO S E MPANY s INcoRPOIu1Eo z By: SEPT.26,1M o Andy Faust,President STATE OF CALIFORNIA COUNTY OF LOS ANGELES On September 22, 1998 before me, B.Caindec , personally appeared Andes personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he cxezuted the same in his authorized capacity,and that by his signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. 4Ei CAINDEC Cornrnlsslon N 10"M Notary PubAc—CoNamia 10 Las Angeles Canty D. my Comm.E q*w May 28,200D CERTIFICATION I, the undersigned officer of AMERICAN CONTRACTORS INDEMNITY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the resolution adopted by the Board of Directors of said Company as set forth in said Power of Attorney, with the ORIGINALS ON FILE IN THE HOME OFFICE OF SAID COMPANY,and that same are correct transcripts thereof and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 15 th day of March 19 99 &Z: Albert Baumgarten,Secretary BCNDNO. 78932 PREPALN INCL. IN PERFORMANCE BOND. LABOR AND MATERIAL.BOND WHEREAS,the City Council of the City of Huntington Beach,State of-alifontia,and Garfield Square, LLC (hereinafter designated as'Principal')have entered into an agreement whw+eby princpal agrees to install and complete designated pudic ftroverrments,which said agreement dated October 2 8, 19 9 8.and identified as project Tract 15499 is hereby referred to and mace apart hereof,and WHEREAS,under the terms of said agreement,principal is required bgore entering upon the performance of the work,to file a good and sufficient payment bond with the City of Huntington Beach 10 secure the clams 10 which reference is made in Title 15(commencing wiM Section.W82)of Part 4 of Division 3 of Civil Code of the State of Calikml& Now,therefore,said principal and the undersigned as corporate sui et%are held 61* bound unto the City of Huntington Beach and all contractors,subcontractors,laborers, 7aterialmen 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 Twenty Thousand One Hundred Fifty and 00/100 dollars($ 20,15 0.00 ),for materials fi rWwd or labo•thereon of any kind,or for amounts due under the Unemployment Insurance Act with respect to such%vork or labor,Mat said surety will pay the same in an amount not exceeding the amount hereinabove set brth,and also in case suit is brought upon this bond,will pay,in addition to the face amount thereof,cats and reasonable expenses and fees,including reasonade,20^o3y's fees,incurred by'City'in success:Wy enforcing such obligation,to be awarded and fixed by the court and to be taxed as costs and to be ircluded in the judgment#mein rendered. It is hereby expressly stipulated and agreed that this bond shall insure to the benerd of any and all persons,companies and corporations entitled to file claims under Tile 15(cortinencing with Section 3082)of Part 4 of Division 3 of the Civil Code,so as to give aright of action M-hem or their assigns in any suit brought upon this bond. Should the condition of this bond be My performed.then this obfigatic n shall become nu® 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 �o Ow 43 ON900n On ltl S bon(l,and d does hereby waive notice Of any such change. axIonsion,awwmon or addition. In wdness whereof,Muss imbunent has been hAy executed by the pr.rd;W and surety above named,on March 15, tg 99` Garfield Square, LLC ` -- '0=c,d n eis r'rir :q aI A 1*7 By 3/_W#y American C ractors iudemnity CopofqM . By- By- Peggy Ca ver-Hilburn, Attorney-In-Fact STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) // ON MP-91( V'Z J�} �.BEFORE ME, l� E�2.�f MA t A NOTARY PUBLIC IN AND FOR SAID STATE,PERSONALLY APPEARED_ DO U Al o PeL Al- AND- Add d Q i�9 PERSONALLY KNOWN TO ME(OR PROVED TO ME ON THE 8ASlS OF SATISFACTORY EVIDENCE)TO BE THE PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE MTHIIN INSTTRWENT AND ACKNOWLEDGES TO ME THAT THEY EXECUTED THTHEIRE SAME IN TR AUTHORL:ED CAPACITIES, 0AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,OR TFE ENTITY UPON_ BEH AL OF WHICH THE PERSONS ACTED,EXECUTED THE INSTRUMENT. WITNESS SIGNATURE S MY PRINCIPAL E OF BUSINESS IS NOTARY PUBLI IN AND FOR SAID STATE IN �N¢�✓G COUNTY Z4410J 4 7 . / �� - (NAME PRINTED) MY COMMISSION EXPI ZES o7 X3-0/ STATE OF CALIFORNIA ) ) SS 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 tNSTRUMENT. WITNESS MY HAND SIGNATURE MY PRINCIPAL PLACE OF BUSINESS IS NOTARY PUBLIC IN AND FOR SAID STATE IN COUNT (NAME PRINTED) MY COMMISSION EXPIRES`_ �ooe 2 .o.o CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT _ t State of California County of Orange On March 15, 1999 before me, J.T. Kohoutek Date Name and Title of Officer(e.g..'Jane Doe.Notary Public-) personally appeared Peggy Carver — Hilburn Name(s)of Signer(s) x personally known to me to be the person($) whose name( is=subscribed to the within instrument and acknowledged to me that Ige/she/tbM executed the same in ftjX/her/tl&authorized capacity(im), and that by ybjX/her/jbpjr signatureMon the instrument the person(so, J.T.KOHOUTEK or the entity upon behalf of which the person(50 acted, Commission# 1194244 executed the instrument. Notary Public-Carifomlo Orange County WCCMM-5P1 &,22,mo2 WITNESS my hand and official seal. Signa1bw_9LNotafY Public 1 OPTIONAL 4 Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Bond No. 78932 i Document Date: Number of Pages: Signer(s) Other Than Named Above: i Capacity Claimed by Signer(s) Signer's Name: Peggy Carver - Hilburn Signer's Name: E3 Individual Ei Individual Corporate Officer 121 Corporate Officer Title(s): Title(s): Partner— Limited E] General ❑ Partner—-�] Limited El General n Attorney-in-Fact _ Attorney-in-Fact Trustee Trustee;_ Guardian or Conservator Guardian or Conservator Other: Top of thumb here - Other: Top of thumb here 4' Signer Is Representing: Signer Is Representing: American Contractors C' �) Tndemnity Company ©1994 National Notary Association•8236 Remmet Ave..P.O.Box 7184•Canoga Park.CA 91309.7184 Prot].No.5907 Reorder:Call Toll-Free 1.800-876.6827 American Contractors Indemnity Company Los Angeles, California POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That AMERICAN CONTRACTORS INDEMNITY COMPANY, a California Corporation (the"Company"),and having its principal office in Los Angeles,California does hereby constitute and appoint: Peggy Carver Hilburn as its true and lawful Attomey(s)-in-fact,in amount of$ 1.500,000.0Q to execute,seal and deliver for and on its behalf as surety,any and all bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise,and the execution of such instrument(s)in pursuance of these presents,shall be as binding upon the said AMERICAN CONTRACTORS INDEMNITY COMPANY,as fully and amply,to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be certified to and may be revoked,pursuant to and by authority of resolutions adopted by the Board of Directors of AMERICAN CONTRACTORS INDEMNITY COMPANY,at a meeting called and held on the 6th day of December, 1990. RESOLVED that the Chief Executive Officer,President or any Vice President,Executive Vice President,Secretary or Assistant Secretary, shall have power and authority. 1.To appoint Attomey(s)-in-fact and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and, 2.To remove,at any time,any such Attorney-in-fact and revoke the authority given. RESOLVED FURTHER,that the signature of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF,AMERICAN CONTRACTORS INDEMNITY COMPANY has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer this 22nd day of September 1998 CTO,pf�yo AMERICAN CONTRALTO S ,�' Iv1�^ANY a ; :�s INcol�olulEo z By: _ SEn 26,1990 Andy Faust,President STATE OF CALIFORNIA COUNTY OF LOS ANGELES On September 22, 1998 before me, B.Caindec , personally appeared Andy Faust personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. EL CAINDEC Conwrd im N 10NM Notary PtiNc—C 0amia Los Angeles County eMy Comm.Expkes May n.20m CERTIFICATION I, the undersigned officer of AMERICAN CONTRACTORS INDEMNITY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the resolution adopted by the Board of Directors of said Company as set forth in said Power of Attorney,with the ORIGINALS ON FILE IN THE HOME OFFICE OF SAID COMPANY,and that same are correct transcripts thereof and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 15 th day of March ' 19 99 Albert Baumgarten,Secretary BONDIO. 78933 PRBMl1tJM $300.00 MONUMENT BOND KNOW ALL MEN BY THESE PRESENM THAT Garfield Square, LLC. as Sub"er of Tract No. 15 4 9 9 in the City of Huntington Beach,County.x*vqA Stain of Caffmia,has subrniftd bo sald City a Fatal Map of sald tract contdift an engineves or m%syces cefificate staling that all final morxar* is will be set in the positrons Indc&4 on or before fhc dabs specified in said certificate: That Said Garfield Square, LLC. asP�*al. American Contractors Indemnity Company as smty,hereby guarantee to the City of Huntington Beach the payrnentof the cat ofse"al such n=urnents within or in connection with said tract,as are not already sat prior to th..,recording of said Final Map,in accordance with said map and said certfxabe up bo but not in excess of liv sum of $ 1,550.00 •in which sum we are held and krnly bo,d to the City of Huntirgton Beach,al In accordance with and sped to the terms,conditions and provisions of Article 9,Chapter 4 of the Government Code of the State of Caf nia IN WITNESS WHEREOF,we have ewutad this Instrument this 15 day of March 19 99 Garfield Square, LLC By: ' Br• American Contra./ors I nitCo S4.ff B —Y7 By Peggy Carver—Hilburn, Attorney—In—Fact TO FOR'_•'.:+ -"- '. City Attorney, !° tJ. City Lt=orneZ Q." 1-17. 313�/�� "not STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ON MAx(N 12 M 9.BEFORE ME, � �C7i✓�t A NOTARY PUBLIC IN AND FOR SAID STATE;PERSONALLY APPEARED b D d9✓ �PE-2A-L AND Al 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 0LTRUMENT AND ACKNOWLEDGES TO ME THAT THEY EXECUTED THE SAME IN THEIR AUTH)RIZED CAPACITIES, AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS.OR THE ENTITY UPON BEHALF OF WHICH THE PERSONS ACTED,EXE=ED THE INSTRUMENT. WITNESS MY HAND SIGNATURE MY PR PL4:E OF BUSINESS IS NOTARY PUBLIC AND FOR SAID STATE IN &CT COUNTY �-�N,O ►✓ �,. �L A c c-,¢,ems (NAM§ Aimee ON EXPIRES- :..- RAMON L F ACM .. Corn th"f 1144896 7 -® Nottxy Orvrga county NRYc-orr M OOMJU 23,2001 STATE OF CALIFORNIA ) ) SS 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 W THEIR ALITM)RIZED CAPACITIES. AND THAT BY THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS,Cif;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 I:xPIRES_!_ mn.o t CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT -.; State of California County of Orange On March 15. 1999 before me, J.T. Kohoutek Date Name and Title of Officer(e.g..'Jane Doe.Notary Public-) personally appeared Peggy Carver - Hilburn Name(s)of Signer(s) 0 personally known to me to be the personN) whose name( is=subscribed to the within instrument and acknowledged to me that IXe/she/thAW executed the same in kR/her/tomauthorized capacity(), and that by J.T.KOHOUTEC ybLq/her/jWr signatureod�on the instrument the person(, ' Commission# 1194244 or the entity upon behalf of which the person(x) acted, Notary Public-California executed the instrument. Orange County My Comm.bpkm&g22.2002 WITNESS my hand and official seal. Signa a of Notary Public 1 OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Bond No. 78933 Document Date: Number of Pages: Signer(s) Other Than Named Above: i Capacity Claimed by Signer(s) Signer's Name: Peggy Carver - Hilburn Signer's Name: Individual LI Individual '� Corporate Officer Corporate Officer Title(s): Title(s): El Partner— Limited O General ❑ Partner—-:1 Limited :J General n Attomey-in-Fact ❑ Attorney-in-Fact Trustee E. Trustee ll Guardian or Conservator `! Guardian or Conservator Other: Top of thumb Here ❑ Other: 7�7 t Signer Is Representing: Signer Is Representing: t� _American Contractors Indemnity Company Q 1994 National Notary Association•8236 Remmet Ave..P.O.Box 7184•Canoga Park.CA 91309.7184 Prod.No.5907 Reoraer:Call Toll-Free 1-800.876-6827 American Contractors Indemnity Company Los Angeles, California POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That AMERICAN CONTRACTORS INDEMNITY COMPANY, a California Corporation (the"Company"),and having its principal office in Los Angeles,California does hereby constitute and appoint: Peggy Carver Hilburn as its true and lawful Attorneys)-in-fact,in amount of$ 1,500,000.0Q to execute,seal and deliver for and on its behalf as surety,any and all bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise,and the execution of such instrument(s)in pursuance of these presents,shall be as binding upon the said AMERICAN CONTRACTORS INDEMNITY COMPANY, as fully and amply,to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be certified to and may be revoked,pursuant to and by authority of resolutions adopted by the Board of Directors of AMERICAN CONTRACTORS INDEMNITY COMPANY,at a meeting called and held on the 6th day of December, 1990. RESOLVED that the Chief Executive Officer,President or any Vice President,Executive Vice President,Secretary or Assistant Secretary, shall have power and authority. 1.To appoint Attorneys)-in-fact and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and, 2.To remove,at any time,any such Attorney-in-fact and revoke the authority given. RESOLVED FURTHER, that the signature of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, AMERICAN CONTRACTORS INDEMNITY COMPANY has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer this 22nd day of September 1998 `O��apCTOkr jyG AMERICAN CONTRACT O S ETrYOMPANY s iecoRUPo By: SEPT.26,1990 o Andy Faust,President STATE OF CALIFORNIA COUNTY OF LOS ANGELES On September 22, 1998 before me, B.Caindec , personally appeared Andy Faust personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. B.CAINDEC Commfsslon it iGNM z Notory Public—•Cdl►cxNO y dia� Los Atvek-e Co nh emy Comm.Ewa MW 28.2(!'J0 CERTIFICATION I, the undersigned officer of AMERICAN CONTRACTORS INDEMNITY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the resolution adopted by the Board of Directors of said Company as set forth in said Power of Attorney,with the ORIGINALS ON FILE IN THE HOME OFFICE OF SAID COMPANY,and that same are correct transcripts thereof and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 15 th day of March , 19 99 Albert Baumgarten,Secretary l; ,.. : . . DATE(MM DD::::: > .A�ORD �� � 03/16/99L . ........ PRODUCER �/6( e nl� I/_ _ i L =ALTER ICATE IS ISSUED AS A MATTER OF INFORMATION ALEX SHAHIDI INSURANCE ��G��� CONFERS NO RIGHTS UPON THE CERTIFICATE 900 AVENIDA ACASO IS CERTIFICATE DOES NOT AMEND, EXTEND OR ���. �0 U COVERAGE AFFORDED BY THE POLICIES BELOW. SUITE #N tV-7 /J'��99 COMPANIES AFFORDING COVERAGE CAMARILLO CA 93012 bF �2n f jy �ST( COMPANY 805-484-8222 / 7/2A GENERAL STAR INDEMNITY COMPANY A++ IX INSURED COMPANY RAZI CONSTRUCTION/GARFIELD SQUARE I.I.C. '7_0 B 203 TROJAN ANAHEIM CA 92804 COMPANY 213-627-5689 C COMPANY D CCU``._,;,.:.:,,.; »>> >`> < > >«>< > `` > > > »> ><> » >> <»< < >> >;;> < > ...... ><>>< <> > > >>>_ >< ` < >>VfwHAi ..::: :......_. :.........:,::_:.....::::::::::.::::::::::._::::::::........::::::::::...........::::::::...............................................................:..... .....................................................:..................................:._.............__:::::.::........::._:.::::...::.::::...................................:::::.:..........:.::::::.::.......:::::::::::: ....: ..:::. 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 POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MM/DD/YY) LIMITS GENERAL LIABILITY I GENERAL AGGREGATE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG S 1,000,000 A CLAIMS MADE X❑OCCUR TBD 03/15/99 03/15/00 PERSONAL&ADV INJURY $ 1,000,000 X OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 i i FIRE DAMAGE(Any one fire) S 50,000 MED EXP(Any one person) $ 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS APPROVED AS TOFORM:! BODILY INJURY $ I� SCHEDULED AUTOS GALL tiJi7'Ojf, CityAttorney (Per person) HIRED AUTOS BY:. De City .ttOZII9 (Per accident) $ NON-OWNED AUTOS /;���,. � (Per accident) PROPERTY DAMAGE S i GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE S EXCESS LIABILITY EACH OCCURRENCE 1$ UMBRELLA FORM AGGREGATE $ i OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND WC STATU- OTH EMPLOYERS'LIABILITY TORY LIMITS ER i EL EACH ACCIDENT I$ THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT S PARTNERS/EXECUTIVE I OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE S OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS THE GARFIELD LLC. ACTS AS A BUILDER FOR THESE TOWNHOUSES EMPLOYEES ARE CETIFICATE HOLDERS AND ADDITIONAL INSURED. AND RAZI CONSTRUCTION IS AS CONTRACTORS WITH LIABILITY INS. CITY OF HUNTINGTON BEACH AND ITS AGENTS,OFFICERS AND .. .. REFitTE:HOLDR.:: OANCELLTIL>Id CITY OF HUNTINGTON BEACH ITS AGENTS,OFFICERS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE AND EMPLOYEE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENSHAVOR TO MAIL 2000 MAIN STREET 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, HUNTINGTON BEACH CA 92648 BUT OR LIABILITY OF ANY KIND UPON THE COMP Y, I GENTS OR REPRESENTATIVES. AUTHORIZED REPRESENT E 1........................................................................................:,...................:..............::::::::::::::.::::::::::.:::.::! ..................................::::::.::.:::::::::::::::.::::::::::::.:::::::::::::::::::::::.:..:. . . AC..> <; ORfrORATIt>N: 98&:A 9f ODD.5. d� �j HUNTINGTON BEACH 2O00 Main Street California 92648 DECLARATION of NON-EMPLOYER STATUS In order to comply with City Council Resolution No. 6277, you are required to .provide proof of Workers' Compensation insurance. If you have no employees, this form must be signed and returned to: City of Huntington Beach Risk Management Division 2000 Main Street Huntington Beach, CA 92648 I certify that in the performance of the activity or work for which this permit is issued, I shall not employ any person in any manner so as to.become subject to California Workers' Compensation insurance requirements. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under.this declaration if I hire any employee(s) or become subject to the provisions of the laws requiring Workers' Compensatiorl Insurance. Applicant/Company Name: Garfield Square, LLC l�7 Z�Wd Address: 1026 S. Wall St. , 2nd Floor, Los Angeles, CA 90015 Applicant's Signature: Date: March 26, 1999 Title: General: Manager Location Signed: ZZZ-) Telephone Number: (213) 627-5689 • • I -7 IIIIIIIIIIIIIIIII<. IIIIIIIIIICs, Q.a) IIVIP III' o 0 .. ........... LU Cc-0.0 . . . Co....................... I0 Z5 0 .......... y'A':A, .. ........II0,, II k O�:ct$:I ",Uj O4 'O II`,C 'P ILL. W�� CD IID, 44' 0 f;1 I ... ....... • sb ICIS 1:0 r4 Iw co t j.,r.. . ......... .2 I.. .. ......C .............. ... .....0.;i= 14,cn, Iim'k,w.......... I (D CV I(r,II .. ..........;o--CL r t4(E, pr cj), ,x Ix I . I E3 :, I ,- I j ,z ....... . gg I . .........Cc 0 c . . ..............CO;A-- Co........ •....W co,i L6 I0 1.4 C4 co J�� C3 E-;. WO,AWq L w C14............ U,EnAw ...........cli .. ......... W,fn II1w tIIIf(D Ujr II--- Ea IF4 1 kq,Z cl,07 yy, s.cl 1. {SF .CC 1�:' 'i j Q'{V• :,Zl`, -fit`y:,'S,,. ,\-t.. >y r,., ,.F yS..:>;mn y` :S IIIII RCA ROUTING SHEET INITIATING PLANNING DEPARTMENT DEPARTMENT: SUBJECT: Final Tract Map No. 15499 COUNCIL MEETING DATE: April 19, 1999 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 Attorney) 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 Attached EXPLANATION FOR MISSING.ATTACHMENTS .... FOR' REVIEWED RETURNED.= _ DED Administrative Staff Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) City Clerk ( ) . .. ..... EXPLANATION FOR RETURN OF ITEM: Only)(Below Space For City Clerk's Use CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 20, 2001 Garfield Square, LLC 1026 South Wall Street, 2"d Floor Los Angeles, CA 90015 Re: Release of the Guarantee and Warranty Bond for Tract No. 15499 Please be advised that on Monday, April 16, 2001 the City Council of the City of Huntington Beach took the following action: sty Council) Approved Release to the Subdivider, Garfield Square, LLC of the Guarantee and Warranty Bond (Security)for Tract No. 15499 n/o Garfield Avenue, e/o Delaware Street (420.60)—Approved 1. Release Guarantee and Warranty Bond No. 88482; the security furnished for guarantee and warranty of improvements (American Contractors Indemnity Company); and 2. Instructed the City Clerk to notify the Subdivider, Garfield Square, LLC, of this action, and the City Treasurer to notify the Surety, American Contractors Indemnity Co., of this action. Sincerely, Connie Brockway, CIVIC City Clerk CB:jh g:/followup/tract/release bonds for tract-letter.doc (Telephone:714-536-5227) i y Council/Agency Meeting Held: Deferred/Continued to: A proved ❑ Conditionally Approved ❑ Denied _ '7- o PP. City Cler Signature Council Meeting Date: April 16, 2001 Department ID Number: PW 01-046 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator PREPARED BY: OBERT F. BEARDSLEY, Director of Public Wor s SUBJECT: APPROVE RELEASE OF THE GUARANTEE AND BOND FOR TRACT NO. 15499 - Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,'AttacFiment(s) , 7 Statement of Issue: One year has elapsed since the acceptance of improvements for Tract No. 15499 located on the north side of Garfield Avenue, east of Delaware Street. Should the City release to the Subdivider, Garfield Square, LLC, the Guarantee and Warranty Bond; the security furnished for guarantee and warranty of improvements? Funding Source: Not applicable. Recommended Action: Motion to: (1) Release Guarantee and Warranty Bond No. 88482; the security furnished for guarantee and warranty of improvements; and, (2) Instruct the City Clerk to notify the Subdivider, Garfield Square, LLC, of this action, and the City Treasurer to notify the Surety, American Contractors Indemnity Co., of this action. Alternative Action(s): Deny the recommended action. i REQUEST FOR COUNCIL ACTION MEETING DATE: April 16, 2001 DEPARTMENT ID NUMBER:PW 01-046 Analysis: The City Council, on August 21, 2000, accepted the improvements constructed and dedicated for public use within Tract No. 15499 and accepted Guarantee and Warranty Bond No. 88482; the security furnished for guarantee and warranty. of improvements. California Government Code Section 66499.3(d) requires that security for the guarantee and warranty of the improvements be posted upon acceptance of the public improvements, and that the security remain in effect for a period of not less than one year. Public improvements constructed consist of the domestic water system and appurtenances within the private street. The required time period has elapsed and the City Engineer has determined that the improvements have been constructed in substantial compliance with the approved plans and specifications, and recommends release of the security. Following is a list of project data: Subdivider: Garfield Square, LLC, 1026 South Wall Street, 2"d Floor, Los Angeles, California 90015 Engineer: Focus Engineering, Inc. 25 Mauchly, Suite 317, Irvine, California 92618 Title Co.: Investors Title Co., 3055 Wilshire Blvd., Los Angeles, California 90010 Location: North side of Garfield Avenue, East of Delaware Street Lots: 1 numbered lot, 1 lettered lot Acreage: 0.517 Zone: R2 Environmental Status: This recommended action to release the security is a ministerial act, and is exempt from the requirements of the California Environmental Quality Act, pursuant to State CEQA Guidelines, Cal. Admin. Code, Title 14, Chapter 3, Section 15268(b). Attachment(s): City Clerk's . . - NumberDescription 1 Location Map RCA Author: Bruce Crosby 01-046 april 16 crosby (Tract 15499) -2- 413/01 5:08 PM ATTACHMENT 1 • • • M 1 sells mansivilim in C= 1 � N ©v ©v =_ 211■■■ ■■■■■■■�■ __ CM 'j.MW MMM ; 4 CAM .� son Sol . oil son I,���IIII■ � ��� MIT, 9 EM MM MEN ,� �� ■_® WA 11111fl111n M11111� ," "�� l!"J� ■■ RCA ROUTING SHEET INITIATING DEPARTMENT: Public Works SUBJECT: Approve Release of the Guarantee and Warranty Bond for Tract No. 15499 COUNCIL MEETING DATE: Aril 16, 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 Attorne ) Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable 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,MISSING.ATTACHMENTS REVIEWED RETURNED ; FORWARDED Administrative Staff y ,� Assistant City Administrator Initial City Administrator Initial �2 City Clerk EXPLANATION FOR RETURN,OF ITEM: Only)(Below Space For City Clerk's Use RCA Author: Bruce Crosby RECEIVED BY; • • CITY CLERK RECEIPT COPY Return DUPLICATE to Jeffrey Hughes(ext.6260) (Name) after signing/dating (Date) .t { �q CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: Shari Freidenrich, City Treasurer ATTN: Jim�Slo�bbojaLn, Deputy City Treasurer FROM: DATE- -40 SUBJECT: Bond Acceptance I have received the bonds for - (Company Name) Faithful Performance Bond No. Labor and Material Bond No. Monument Bond No. Mai.ntenance,Bond No. w. Re: Tract No. �5M9l CC No. MSC No. Approved g^ Agenda Item No. f' pp 9 (Council Approval Date) n,� �J City Clerk Vault No. Gc1 r - g:/jah/bondletter.doc �0 Recording requested by, and when recorded return to: Connie Brockway,City Clerk Recorded in Official Records, county of Orange Gary Granville, Clerk-Recorder Office of the wCity Clerk CITY OF HUNUNGTON BEACH 'ill l lill'•.II'I'.II!II II"!II!l I�I! 'llll ill'1111IN01 SEE P.O.Box 190—2000 Main street L0000507273 01-Apm 09126100 Huntington Beach,Ca. 92648 118 4 A04 1 .00 0.00 0.00 0-00 0.00 0.00 0.00 0.00 0 ----- - --- -- (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 July 31, 2000 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. (,O Further,the public improvements for the subdivision(s) have been dedicated to the City J of Huntington Beach, as described on Final Map No. 15499. Public improvements constructed consist of all the domestic water system and appurtenances within the private street as defined and conditioned by the City on Tentative Map 15499. 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 9= 6 — 2000 CM�lNIF RPOCKWAy City Clerk and Ex-officio Clerk of i 1 Of the City of Huntington Beach, California By Deputy This document is solely for the official business or the City of Beach, as contem- CITY OF HUNTINGTON BEACH plaied under Government Code See. 6103 and should be recorded ' free of charge. By: City Engineer t Tax-Exempt-Govei,r!:rent Agenc; jQrBy: City Attorney CITY OF H NGTON BEACH 37803 By: - ------ uL City Clerk w BOND NO. 88482 PREMIUM $300.00 GUARANTEE AND WARRANTY BOND WHEREAS, RAZI CONSTRUCTION as a Principal,and AMERICAN CONTRACTORS INDEMNITY COMPANY a corporation organized under the laws of the State of CALIFORNIA and duly authorized to do business In the State of California,as Surely,are held and firmly bound unto the City of Huntington Beach,California,as Obligee,in the penal sum of FOUR THOUSAND THIRTY AND 00/100 ($4,03 0.00)--------,representing 10 percent of the contract price entered Into between the Principal and Obligee,to which payment well and truly to be made we do bind ourselves,and each of our heirs,executors,administrators,successors and assigns jointly and severally, WHEREAS,the said principal entered into a contract with said Obligee,dated 10/28/98 for work described as follows: TRACT # 15499 WHEREAS,said contract provides that the Principal will furnish a bond conditioned to guarantee and warrant for the period of one year after completion of the work and acceptance thereof by the Obligee,against all defects in workmanship and materials during said one year period. WHEREAS,said work has been completed,and accepted by Obligee on NOW,THEREFORE,the Principal and Surety,jointly and severally shall indemnity the Obfgee for all loss that the Obligee may sustain by reason of any defective materials or workmanship which become apparent during the period of one year from and after date of completion of work and acceptance thereof by Obligee In witness whereof,this instrument hes been duly executed by the principal and surely, above named,on JULY 260, 2000 RAZZ CONSTRUCTION APPROVED AS TO FORM:. as Principal GAIL HUTTON By CITY TORNEY ` _ By: By De ty City Attorn AMERICAN CONTRACTORS. INDEMNITY COMP ,as Surety By , ARI HE ATTOF.NEY—IN—FACT CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of -__ ORANGE On JULY 26, 2000 before me, Peggy Hilburn, Notary Public I, Date Name and Title of Officer(e.g.•'Jane Doe.Notary Public`) I'> personally appeared Ariel Heredia Name(s)of Signer(q) I IMpersonally known to me i fi I I proved to me on the basis of salisfaclory "Z. fi evidence to be the person(Q whose name(B) is/eK% subscribed to the within instrument and PEGGY HILBURN acknowledged to me that he%bVjt§W executed r Commission# 1212599 the same in his/Iir authorized I _e.,& Notary Public-Califomia capacity(), and that by his/hg*/A orange County signature() on the instrument the person(5k), or i My Comm.apires Mor7.20f13 the entity upon behalf of which the person($) acted,/executeda instrument. WITNEd and lal I. Place Notary Seal Above n ure f Notary Public I I OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document I and could prevent fraudulent removal and reattachment of this form to another document. I Description of Attached Document I. Title or Type of Document: BOND NO. 88482 -_ ' Document Date: Number of Pages: I Signer(s)Other Than Named Above: I Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of tttittnb here ❑ Corporate Officer—Title(s): I LJ Partner—LI Limited 1_I General - *k Attorney in Fact ❑ Trustee i=1 Guardian or Conservator I ,. U Other: I Signer Is Representing: American Contractors Indemnity Company I 0 1997 National Notary Association-9350 De Soto Ave-,P.O.Box 2402•Chatsworth.CA 91313-2,102 Pawl.Nn.5907 Renulcr Call Tn16Fice 1-a00-876-GP21 American Contractors Indemnity Company Los Angeles, California POWER OF ATTORNEY .KNOW ALL MIN 13Y THESE PRESENTS:That AMERICAN CONTRACTORS INDEMNITY COMPANY, ❑California Corporalion (the"Company"),and having its principal office in Los Angeles,California dues hereby constitute and appoint: Aprel Heredia as its true and lawful Attorney(s)-in-fact, in amount of$ 100,000.00 to execute,seal and deliver for and.on its behalf as surety,any and all bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed,required or permitted by law,statute,rile;regulation,contract or otherwise,and the execution of such instrunient(s)in pursuance of these presents,shall be as binding upon the said AMERICAN CONTRACTORS INDE.MNrrY COMPANY, as fully and amply,to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be certified to and may be revoked,pursuant to and by authority of resolutions adopted by the Board of Directors of AMERICAN CONTRACTORS INDEMNITY COMPANY,at a meeting called and held on the bth day of December, 1990. RESOLVED that the Chief Executive Officer,President or any Vice President, Executive Vice President,Secretary or Assistant Secretary, shall have power and authority. 1.To appoint Attorney(s)-i n-fact and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of.indemnity and other writings obligatory in the nature thereof and, 2.To remove,at any time,any such Attorney-in-fact and revoke the authority given. RESOLVED FURTHER, that the signature of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, AMERICAN CONTRACTORS INDEMNITY COMPANY has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer this 3rd day of April 2000 `o��QpCTURf�yo AMERICAN CONTRALTO S IYDEM ITY POMPANY S tHCORPORATED z Ily: SEPT.26,1990 o44 Andy Faust,President STATE OF CALIFORNIA COUNTY OF LOS ANGELES On April 3. 2000 before me, Deborah Reese , personally appeared Andy Faust personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. DEBORAH REESE _ Commission# 1205480 -,r Notary Public—Caliiomio Los Angeles County M y Comm. km 16.2W 3 +�! CERTIFICATION I, the undersigned officer of AMERICAN CONTRACTORS INDEMNITY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the resolution adopted by the Board of Directors of said Company as set forth in said Power of Attorney, with the ORIGINALS ON FILE IN THE HOME OFFICE OF SAID COMPANY,and that same are correct transcripts thereof and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 26 th day of JULY 2000 R' James H. Ferguson,Secretary ATTACHMENT 3 CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK September 6, 2000 Gary L. Granville County Clerk-Recorder P.O. Box 238 Santa Ana CA 92702 Enclosed please find "Acceptance of Public Improvements" for Tract 15499 to be recorded and returned to the City of Huntington Beach, Office of the City 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. 15499—Garfield Square, LLC—n/s of Garfield Avenue, e/o Delaware Street IRA Cott MSC g:/fol lowup/tract/acceptpublici m p.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 July 31, 2000 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. 15499. Public improvements constructed consist of all the domestic water system and appurtenances within the private street as defined and conditioned by the City on Tentative Map 15499. The Foregoing instrument is the City Clerk's Original Document Reflecting City Council Action Taken at a$— 21 .dO City Council Meeting Submitted for Recordation by the Orange County Recorder. Attest 9- 6 — 2000 -\1111i F City Clerk and Ex-officio Clerk of Ni '1 Of the City of Huntington Beach, California By Deputy This document is solely for the official business of the City of l i= 4 r;`'_ n Eaach, as contem- CITY OF HUNTINGTON BEACH p.t:ce;d L:.;,?:�.<^.Vc;SrZrnci3¢Code Sec. 6103 and should be recorded free of charge. By: City Engineer t Tax-Exempt-Govei',;?i;,ent Agenc; /�By: City Attorney T CITY OF H t 'NSGTON BEACH 37803 By:..... ... . -------- ------------ ut C'Ly Clerk CITY OF HUNTINGTON _BEACH [Call 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK September 6, 2000 Garfield Square, LLC 1026 South Wall Street, 2nd Floor Los Angeles, CA 90015 Re: Tract No. 15499— Release of Securities & Acceptance of Public Improvements Please be advised that on '�, �`--�� 6, 29G9 the City Council of the City of Huntington Beach took the following action: (City Council) Approved the Release of Securities for Tract No. 15499 and Accepted the Public Improvements —Garfield Square, LLC— n/o Summit Drive, e/o Delaware Street (420.60)— 1. Accepted the improvements constructed and dedicated for public use with Tract No. 15499; and 2. Released the Faithful Performance/Labor and Material No. 78932 and Monument Bond No. 78933 pursuant to California Government Code Section No. 66499.7(b); and 3. Accepted the Guarantee and Warranty Bond No. 88482; 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 subdivider, Garfield Square, LLC, of this action; and the City Treasurer to notify the surety, (American Contractors Indemnity 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:/fol lowup/tract/acce ptp u b lici m p-n otice.doc (Telephone:714-536-5227) RCA ROUTING SHEET INITIATING DEPARTMENT: Public Works SUBJECT: Approve the Release of Securities for Tract No. 15499 and Accept the Public Improvements COUNCIL MEETING DATE: August 21 2000 RCA ATTACHMENTS STATUS W 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 Attorney) 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 Find in s/Conditions for Approval and/or Denial Not Applicable _ _. EXPLANATION_FOR MISSING ATTACHMENTS, .. RETURNED REVIEWED FORWARDED Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk EXPLANATION FOR RETURN OF ITEM Only)(Below Space For City Clerk's Use RCA Author: T. Elliott TiCe Notes Office of the City Clerk Huntington Beach, CaCfornia �i City of Huntington Beach • P.O.Box 190-2000 Main Street Huntington Beach,California 92648 HUNTINGTON BEACH From the desk of. Connie Brockway, CMC j y Clerk ephone: (714) 536-5404 (714) 374-1557 11 ,.y p: /` 1/J� [ GU• ;((i�!��4`4.. *I _ �i Y"L/`�C-!l--a4.-C.� - I r d� 1-7?I-Ae w, , f O I q --oz7o . i { CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 26, 1999 Investors Title Company 3055 Wilshire Boulevard Los Angeles, California 90010 Attention: Fernando Ramirez Regarding: Final Tract Map No. 15499 — Garfield Square n/s Garfield Avenue Between Delaware/Florida 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 itc CaAherine May Major Accounts CB:JC 24 Hr.Pager(800)300-0775 310)374 6209 Enclosure I Investors Title Company 3055 Wilshire Boulevard,Los Angeles,California 90010-1108 Received by: (213)380-1080•(800)252-9106•FAX(213)251-9527 I Dated: g:fb11owuptractmapj c (Telephone:714-536-5227 4 � CITY OF HUNTINGTON BEACH I 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNT1NGTON BEACH DATE: / /P/�I L- r /9 99 TO: u}�kTTENTION: F�ie/QO cJi� ��z l Nam _ &:�3 /YO/a YI p DEPARTMENT: A» strelw REGARDING: Cit3t, taState,Zip See Attached Action Agenda Item 3 Date of Approval 9 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page Agreement Bonds Insurance RCA Deed Other CC: Ze-le- ti ✓ ►� e De artmenL/ j r RCA Agreement Insurance/ Other Yo e Ye r� --le-11 �� •/ Name Department RCA Agreement Insurance Other i Name Department RCA Agreement Insurance Other Narpe - Department RCA Agreement Insuran Other H- Risk Management Dept. Insurance I Received by Name- Company Name- Date G:Foil owup/coverltr Telephone: 714-536-5227) - !99 �YDeYei7- P/Q��iny Council/Agency Meeting Held: Deferred/Continued to: = M Approved ❑ Conditionally Approved ❑ Denied Cit ' erk's Signature Council Meeting Date: April 19, 1999 Department ID Number: CD 98-53 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION .a SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator 'Lj!'J ,l f�l •, PREPARED BY: HOWARD ZELEFSKY, Planning Director SUBJECT: APPROVE FINAL TRACT MAP NO. 15499 OF TENTATIVE - RA& MAP NO. 15499, WITH BONDS AND AGREEMENTS (GARFIELD SUBDIVISION) Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status, Attachment(s) Statement of Issue: Final Tract Map No. 15499 located on the north side of Garfield Avenue, between Delaware Street and Florida Street, is being submitted for City Council approval. Funding Source: Not applicable. Recommended Action: Motion to: 1. "Approve Final Tract Map No. 15499 and accept the offer of dedication, improvements, and bonds pursuant to findings and requirements (Attachment No. 1); and; 2. Approve Subdivision Agreement between the City and Garfield Square, LLC and authorize execution by the Mayor and City Clerk." Alternative Action(s): The City Council may make the following motion: "Deny Final Tract Map No. 15499 and reject the offer of dedication, improvements, and bonds." REQUEST FOR COUNCIL ACTION MEETING DATE: April 19, 1999 DEPARTMENT ID NUMBER: CD 98-53 Analysis: A. PROJECT PROPOSAL: SUBDIVIDER: Garfield Square, LLC 203 Trojan Street Anaheim, CA 92804 ENGINEER: Focus Engineering 25 Mauchly, Suite 317 Irvine, CA 92618 LOCATION: North side of Garfield Avenue, between Delaware Street and Florida Street ZONE: RM (Medium Density Residential) GENERAL PLAN: RM-15.0 (Residential Medium Density) NO. OF ACRES: 0.48 acre NO. OF NUMBERED LOTS: 1 NO. OF LETTERED LOTS: 1 NO. OF UNITS: 6 units DATE OF COMPLETE APPLICATION: April 7, 1999 MANDATORY PROCESSING DATE: May 3, 1999 DISCUSSION: On April 15, 1998 the Zoning Administrator approved Tentative Tract Map No. 15499 to subdivide 0.48 acre for future development of six residential condominium units. Final Tract Map No. 15499 represents the only phase of the project. The subdivider has satisfied the Park and Recreation requirement through the payment of park fees in the amount of$18,720 for the six dwelling units proposed on the site. The applicant has submitted an affordable housing plan that has been approved by the Planning Department. The affordable unit required for this development will be provided off-site. CD98-53 -2- 03/31/99 4:05 PM a REQUEST FOR COUNCIL ACTION MEETING DATE: April 19, 1999 DEPARTMENT ID NUMBER: CD 98-63 The final map has been examined and certified by the City Engineer and the Zoning Administrator as being in conformance with the conditions of approval for the tentative map as filed with, amended and approved by the Zoning Administrator. Environmental Status: This action to accept Final Tract Map No. 15499 is exempt from the requirements of the California Environmental Quality Act, pursuant to Section 15268(b). Attachment(s): City Clerk's Page Number 1. Findings and Requirements for Acceptance of Final Map _.._.___-____. .. ........ . . ........... . 2 Area Map 3. Tentative Tract Map No. 15499 with site plan 4. Tentative Tract Map No. 15499 Findings and Conditions of Approval 5 Subdivision Agreement 6. Bonds (Monument, Labor and Materials, Faithful Performance CD98-53 -3- 03/31/99 4:05 PM I � x ATTACHMENT NO. 1 FINDINGS AND REQUIREMENTS FOR ACCEPTANCE OF FINAL MAP Findings for Acceptance of Final Map. 1. Final Tract Map No. 15499 is:in conformance with the California Subdivision Map Act, City of Huntington Beach Subdivision Ordinance and Tentative Tract Map No. 15499 conditions of approval as approved by the Zoning Administrator. 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. 78932 as presented in Attachment No. 6 b. Labor and Material Bond No. 78932 as presented in Attachment No. 6 c. Monument Bond No. 78933 as presented in Attachment No. 6 3. Instruct the City Clerk not to 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. ~'�, CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: Janelle Case Deputy City Clerk FROM: Bruce P. Crosby Civil Engineer Assistant SUBJECT: Tract No. 15499 (Authorization to Record) DATE: April 26, 1999 Please release subject tract to the Title Company for recordation. All requirements have been met per the Subdivision Map Act. TITLE CO: Investors Title Co., 3055 Wilshire Blvd., Los Angeles, CA. 90010 TITLE OFFICER: Fernando Ramirez ORDER NO.: 533552-42 PHONE NO.: (213) 380-1080 ruce P. Crosby 34624 Tr 15499 author to record to c NOTICE OF COMPLIANCE WITH CONDITIONS ON TRACT/PARCEL MAP AND AUTHORIZATION FOR RELEASE FOR RECORDING TO: CITY CLERK DATE: �' 7-2' FROM: CON*AUNITY DEVELOPMENT Howard Zelefsky TRACT NO. PARCEL MAP NO. PARK AND RECREATION FEES PAID: All YES $ 'I S��Z�• oo D NO OTHER: N� �l�T �Ow4maSrit�-'�— for: Howard Zelefsky Planning Director ;z s `� "� +' &'fit„ s+• - 'mob z` i"s� � r- 'v`` z,. I --- c NUHTINOTON ST. -4 •, 1 1� I. s oE"WAR b @FLOMIDA IsiAxo Lwl z !zo � D I✓ S A m N t" 41. C f" Q. »• FGNT _ f� A� mi 1 HUNTINGTON BEACH .. 'r. a..:Rom, ,.r�», s �s,. �_ � .�.. _k� :ss,;'' TENTATIVE TRACT MAP 15499 F_...........__ ._...._ BEING A SUBDIVISION OF LOT 14 IN BLOCK 'G' OF TRACT 7, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER NAP RECORDED IN BOOK 9, PAGE 8 OF MISCELLANEOUS MAPS, I GENERAL NOTES: IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXC9E-T 'THEREFROM THE EAST 75 FEET. jni nueevr te!r1a �fA-� p I tt �,••� wuxg enAN9 eN M-- 19i g 1WAl 10f 1116BF1h 1 t lum 10I tm, ernes AW v. lOAe L PROJECT SIZE I alPen sera t11E 9 :ACAM CLIME OF NDGO PLm I J � —�1 I (N� : 9a aesesrmfa. '"I p1 I9 KEY VIP 'I S DELAWARE STREET . UTILITY COMPANIES: zma IF RA Gr + r t 1 teR twc __,T ptwl a tut tMiE't I) _ -_ wtlea ttp AR c"OF Mummo Pt E'Emm H W BEAC. CACHM TYPICAL SECTION R a I: SFAER a marwwlacvr�P�•rt.Ta rant >A94IWM BEACH, G 93848 t� SCrooL asnvcT: re SCHOM 1G�73t HARMJG LANE MUM Pfi F8e3H` G P2o18 I D —e—am i 'cf>Ert°"E LOT 1 PLACE m .e3Civa'o +r 1r CAL. PSMIa'liEm�Pw GAS Ca < mar ins APIf�1E$6 G 9=1-12AG m JAaZ § tart h ( ♦17-taa LOT A _. n i MUL. m SwniERPI CALAMR•i%EXISM P.G.BG%7" PWOLM G Rant LECENOe (MG)e55-e653 mar tC top ff arts ———— PL PIAe 1K TIME 131RIER CAME1010 COYPNJT 7M1 GC ow>MIEKUE R NfiB®MOOR O' G1IMOi it001( t4 895-= I t+v NV Ii N TOP W FTOP cr WIKG I= P ARMON,7 LIRE >Ol t7.Cleq QEh111O'I ar ne I I>I TVV wla on Pl WOM �w,L r a Ie W gum NMI FLORIDA STREET ®q PRDJFCt ------r------- 2fP'� ." /lJ�?1iY13+�' .3.s�,FiJJIj!!, TpeA d TYPICAL.SECTION A-A C CITY OF HUNTINGTON BEACH TENTATIVE SHEET sRJc7-+ MARK: aYNER/suBD+AOrR: PREPARED F7Y: REVISIONS 1 aCIEVININ a Wean us v OeNOA GARAELD SCJARE, LLC o Wo „ 10• TRACT MAP 15499 P1.AW.7�lefe 116E SO"My VIM 317 OF ]6l iR6NN 02iN CML4(�G]t mte ��G 9eeG( OVA 1.tFyW • P I e11 a 41 tar .e6-e3q wsaG,tn 1 GENERAL NOTES: GAIREFIF m+w zZom Sid \ Toa m� 1 Toni+m 1m M Wr. _ P.SaE 2L au,me IF ROOD n1►t I ■ � Ig KEf MP PEx ral lta OEO,Ya777F. a UTILITY COMPANIES: +�ol. " a,"at ' a CIL Delaware MOM 14X IM a T,P ,9Y OF HuNnNorm Far, H a1N STFELT SERArL CAi2e4a 7YPM SEcn B-B au tL7lHBNI SEWM a1P OF HUNnNcm FAW STREU Io 'al FilO+. CA02&e pu)EL7tHeldl SCHOOL SCHOOL. 1=1 0100E (714 87e-SNICA 9254a TICUPHIRM "�Y�,...�..�" J'AiL�yy� ..——7 �—._....—....•�.........�. :�. �� ,�� N•.� 1Y 1r tr 1r I ME PLACE G 0130 I Er °asouamlN G.Ya77aa GAS lxi ' A Bno a 05 1 2EB r F P.C.IIIOX l lae M1F,Es G 90671-,24Y � s• ' � I ! r I (0$ s27_a00 � ' Imo, I t `w4 Its $ -,asr pmm SMffHE al Gxnvam,E SM A r r RUL0.70,a�� i 8 96 z LEGEND: 77m SCmu TMAW"CABLE Ca~ —�-+ i I `'+ R EoO�GIM CA sml �— (714)BGeF7l0a ——- r——_.— — ....................... n �v W�a1E10 t o I an El WO >m P)6®e,aEam, erIWd wIIt rwt 1 e an I N fu Mum Lc �TYPICAL SECTION A-A� CITY OF HUNTINGTON BEACH BENCH MARK OWNER/SUBDMOER: PREPARED BY: REVISIONS PRELIMINARY SITE PLAN SHErr wnm , n 9010, GARFIELD SQUARE. LLc �aE�O' a� °"6 FOR TENTATIVEcomm Or � 6,57•720 AM AN. ,m TOM mexr rwAaarm1e�n TRACT MAP 15499 OF Nl�11 p7E ., fl'a'1u 17p 02c7 ' F'�A.(�Ai)40FOEYE -PAW" '� � Lam. k"� �:' �>��i� r n_P�- c �a ��� � I ._% ��' z��3� � � �,� .may ,x� - ,� � x r _ � � � __ � � - � _ c � `f �; n � i'` -..�'s��'t � � y h_. ,sv b,b - - ads � �= K �= � `3s "x`"'`�'�5^ `" -'�,'°x a�r� ti. �- '� �� -: .� ^=� :3a '6, -fin ,.;. "°,'� yp � z r ��'"` --.�w..r'��c'S '.'' z ��- -t`= � ice* o F< - a � �. �� � "#s'-��,; _..�''�,,,.'�r t t�t a"� _ �e�c e;.,.."'`" .a'�� �� p��,x��,� fir-" �'i`��. 5� �':-`�� �` .a P �" a "vim,- r .,a� "�.� �' �s' r -�`.� ��' ® &Auk OFFICE of the ZONING ADMINISTRATOR CITY OF HUNTINGTON BEACH • CALIFORNIA P.O. BOX 190 CALIFORNIA 92648 (714) 536-5271 NOTICE OF ACTION April 15, 1998 PETITION DOCUMENT: ENVIRONMENTAL ASSESSMENT NO. 97-9/TENTATIVE TRACT MAP NO. 15499/CONDITIONAL USE PERMIT NO. 97-38 (GARFIELD SUBDIVISION) APPLICANT: Feridoun-Rezai Development, 203 Trojan Street,Anaheim, CA 92804 PROPERTY OWNER: Garfield Square L.L.C., 203 Trojan Street,Anaheim, CA 92304 REQUEST: To permit subdivision of 0.48 acres into a one (1) lot subdivision for condominium purposes and construct six(6) single family dwellings. LOCATION: 7801 Garfield Avenue (north side of Garfield Avenue between- V-Y Delaware and Florida Streets) PROJECT PLANNER: Joseph Thompson Dear Applicant: Your application was acted upon by the Zoning Administrator of the City of Huntington Beach on April 15, 1996 and your request was Conditionally Approved. Included in this letter are the Conditions of Approval for this application. Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance, the action taken by the Zoning Administrator is final unless an appeal is filed to the-Pla.ming Commission by you or by an interested party. Said appeal must be in writing and must set forth in detail the action and grounds by which the applicant or interested party deems himself aggrieved. Said appeal must be accompanied by a filing fee of Two Hundred Dollars ($200.00) if the appeal is filed by a single family dwelling property owner appealing the decision on his own property and Six Hundred Fifty Dollars ($650.00) if the appeal is filed by any other party. The appeal shall be submitted to the Secretary of the Planning Commission within ten(10) calendar days of the date of the Zoning Administrator's action. The last day for filing an appeal and paying the filing fee for the above noted application is April 27, 1998. Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 2 Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void one (1)year after the final approval,unless actual construction has begun. FINDINGS FOR APPROVAL-TENTATIVE TRACT MAP NO. 15499: 1. Tentative Tract Map No. 15499 for subdivision of 0.48 acres into a one.(1) lot subdivision for condominium purposes is consistent with the General Plan Land Use Element designation' of Residential Medium Density on the subject property, or any applicable specific plan, or other applicable provisions of this Code 2. The site is physically suitable for the type and density of development at 12 units per acre. The site was previously studied for a greater intensity of land use(15 units per acre) at the time the General Plan land use designation was adopted for the property. The size,depth, frontage, and other design features of the proposed subdivision are in compliance with the General Plan. 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.The.pioject site was evaluated by Environmental Assessment No 97-9 and was found to have no adverse environmental effects. 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. The subdivision will provide all necessary easements and will not affect any existing easements. FINDINGS FOR APPROVAL- CONDITIONAL USE PERMIT NO. 97-38: 1. Conditional Use Permit No. 97-38 for the establishment, maintenance and operation of the six(6) single family dwellings 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 location, site layout, and design of the proposed six (6) single family dwellings properly adapts the proposed structures to streets and other adjacent structures and uses in a harmonious manner. 2. The proposed project will be compatible with surrounding uses because the proposed colors, materials, and design will be similar to existing multi-family dwellings in the neighborhood. The project's design includes density,height, setbacks, and building bulk compatible with the area. Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 3 3. The proposed six(6) single family dwellings 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. The proposed residential units meet all code provisions, including lot size, setbacks, density, and parking. 4. The proposed project will not adversely affect the General Plan. It.is consistent with the Land Use Element designation of Residential Medium.Density-on the subject property. In addition, it is consistent with the following goals and policies of the.General Plan: LU9.1.2: Requires that single-family residential units be designed to convey a high level of quality and character considering the following guidelines: 1) Modulate and articulate building elevation, facades and masses (avoiding undifferentiated"box-like" structures). 2) Encourage innovative and creative design concepts. CONDITIONS OF APPROVAL-TENTATIVE MAP NO. 15499: 1. The tentative map received and dated February 17, 1998 and the Site Plan and Elevations received and dated April 6, 1998, shall be the approved layout. 2. 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 Garfield Avenue shall be released and relinquished to the City of Huntington Beach except at locations approved by the Zoning Administrator. b. Hydrology and hydraulic studies for the entire site shall be submitted for Public Works review and approval. The developer shall design and construct the drainage system required to serve the development..On-site drainage shall not be directed to adjacent properties,but shall be handled by a Public Works approved method. c. Drainage flows from adjacent properties shall not be obstructed. Flows shall be accommodated per Public Works Standards. d. A sewer study, including the existing system, shall be submitted for Public Works approval. A flow test will be required at the manhole between Florida Street and Delaware Street. 1 I Tentative Tract Map No. 15499/ Conditional Use Permit No. 91-38 Page No. 4 e. The developer shall install a new 8"sewer within the driveway area with 4" laterals to each home. In addition, a new manhole will be required to.be.constructed within Garfield Avenue. f. A Grading Plan,prepared by a Registered Civil Engineer, shall be submitted for review and approval. g. The developer shall remove and replace the existing sidewalk and driveway on Garfield Avenue adjacent to the project. h. The existing traffic signal interconnect shall be protected in place. i. The developer shall submit.a composite utility plan, showing water system improvements and all other underground utilities (existing and proposed)to each proposed structure. The plan shall include travelway locations and identify irrigation areas, including service connections for water and sewer to each building,public and private fire hydrants,valves, and other appurtenances in accordance with applicable Uniform.Plumbing Code, City Ordinances, Public Works Standards, and Water Division Design Criteria. These plans shall be approved by the Public Works Water Division prior to any.construction. j. All water systems constructed within the City of Huntington Beach shall be designed, installed and inspected to meet minimum requirements of the City Water Division. k. All dwelling units shall require a separate domestic water meter and service. All domestic water meters shall be sized per the Uniform Building Code, Building Department and Fire Department Standards. 1. The developer shall remove the existing water meter and abandon service to the main on Garfield Avenue. m. Final design elevations of grading shall not vary form elevations shown on the tentative map by more than one (1) foot unless approved by the City Engineer. n. A reproducible mylar copy and a print of the recorded map, along with a digital graphics file of the recorded map, shall be submitted to the Department of Public Works. o. The following shall be dedicated to the City of Huntington Beach: 1) The water system and appurtenances. 2) The sewer system and appurtenances. 3) The two foot public utility easement. 4) Sub-surface water rights. Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 5 p. Any existing water service shall be abandoned, at the main,per Public Works Water Division specifications. . q. The developer shall install new curb, gutter and sidewalk.on Garfield Avenue fronting the site per Public Works requirements. r. All common area improvements shall be completed by the developer. s. 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. t. The engineer or surveyor preparing the fmal.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. u. An Affordable Housing Agreement Plan shall be submitted for review and approval by the Department of Community Development. The-plan shall-provide one(1) unit to be affordable to families of low and moderate income level up to 120%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 under construction, or available to the public,prior to final building permit approval (occupancy) of the first home. CONDITIONS OF APPROVAL—CONDITIONAL USE PERMIT NO. 97-38: 1. The site plan, floor plans and elevations received and dated April 6, 1998 shall be the conceptually approved layout with the following modifications: a. The landscape strip.located just inside the entrance on the east property line shall be reduced to allow for the,required 25' turning radius into Unit 41. b. Parking lot striping detail shall comply with Chapter 231 of the Zoning and Subdivision Ordinance and Title 24, California Administrative Code. (Code.Requirement) c. 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. Back flow prevention devices shall be prohibited in the front yard setback and shall be screened from view. (Code Requirement) Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 6 d. 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) e. 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. f. If outdoor lighting is included, 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. 2. Prior to submittal for building permits,the following shall be completed: a. Zoning entitlement conditions of approval shall be printed verbatim on the second page of all the working drawing sets used for issuance of building permits (architectural, structural, electrical,mechanical and plumbing). b. All Fire Department requirements shall be noted on the building plans. (FD). c. 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) (PV ) d. 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) Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 7 e. 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. 3. 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. (PV ) 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. Block-wall/fencing plans shall be submitted to and approved by the Department of Community Development. Double walls shall be prohibited. Prior to the construction of any new walls, a plan must be submitted identifying the removal-of any existing walls next to the new walls, and shall include approval by property owners of adjacent properties. The plans shall include section drawings, a site plan and elevations. The plans shall identify materials, seep holes and drainage... _ 4. 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. The landscape plans shall be in conformance with Chapter 232 of the Zoning and Subdivision Ordinance and applicable Design Guidelines. The two existing mature trees that must be removed shall be replaced at a two to one ratio (2:1) with minimum 36 inch box tree or palm equivalent (13'-14' trunk height for queen palms and 8'-9' of brown trunk) and shall be incorporated into the project's landscape plan. (P`V) (Code Requirement) Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 8 c. Hydrology and hydraulic studies.shall be submitted to the Department of Public Works for approval. The developer shall design and construct the drainage system required to serve the development. (PW ) d. In accordance with NPDES requirements, a"Water Quality Management Plan"shall be prepared by a Civil or Environmental Engineer. Grates shall be used in lieu of side opening catch basins to collect debris. (NPDES) e. The developer shall submit a separate utility plan showing water system improvements, including service connections to each building, fire hydrant, valves, back-flow 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. Final design elevations of grading shall not vary from elevations shown on the tentative map by more than one (1) foot. (PW ) g. An interim parking and/or building materials storage plan shall be submitted to the Department of Community,Development to assure adequate parking and restroom��` z= 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 applicant shall obtain any necessary encroachment permits from the Department of Public Works. h. All conditions of Tentative Tract No. 15499 shall apply. 5. 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. Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 9 6.. Prior to final building permit inspection and approval of the first residential unit(or commencement of use),the following shall be completed: a. The applicant shall restripe the parking lot so that it conforms to provisions of Chapter 231 of the Huntington Beach Zoning& Subdivision Ordinance. b. All improvements to the property shall be completed in accordance with.the approved plans and conditions of approval specified herein, including: 1) 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) 2) Service roads and fire lanes, as determined by the Fire Department,.shall be posted and marked. (FD) 3) On-site fire hydrants shall be provided in number and at locations specified by the Fire Department. (FD) 4 . An automatic firesprinkler system shall be approved-. nd insaed'Pu.rsnto-Fire" = Department regulations. (FD) 5) Trash pickup shall be provided by Rainbow Disposal. Trash shall be picked up on a tenant by tenant basis. c. 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. d. 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) e. If the lots are not considered exempt by FEMA, a second elevation certificate shall be submitted to the Planning Division for each unit"as built." f. A separate water meter and back-flow prevention device shall be provided for the irrigation system. Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 10 g. All landscape planting' irrigation and maintenance shall comply with the City Aiboricultural and Landscape.Standards and specifications: h. Automatic sprinkler systems.shall be installed throughout to comply with Huntington .Beach Fire Department and Uniform Building Code Standards. Shop drawings.shall be submitted to and approved by the Fire Department prior.to installation. (FD) i. Compliance with all conditions of approval specified herein shall be accomplished and. verified by the Community Development Department. 7. 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 Zoning Administrator's action and the conditions herein. If the proposed changes are of a substantial nature, an amendment to the original entitlement reviewed by the Zoning Administrator may be required pursuant to the HBZSO. INFORMATION ON SPECIFIC CODE REQUIREMENTS: - - 1. Conditional Use Permit No. 97-38 and Tentative Map No. 15499 shall not become effective until the ten-day appeal period has elapsed. 2. Conditional Use Permit No. 97-38 and Tentative Map No. 15499 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 Zoning Administrator reserves the right to revoke Conditional Use Permit No. 97-38 and Tentative Map No. 15499, 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. 20.1 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. (PV ) 5. Traffic Impact Fees shall be paid at the time of final inspection or issuance of a Certificate of Occupancy. (PVV) 6. An encroachment permit shall be required for all work within the right-of-way. (P'VV) Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 11 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 or at issuance of building permits. 9. State-mandated school impact fees 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. Construction shall be limited to Monday - Saturday 7:00 AM to 8:00 PM. Construction shall be prohibited Sundays and Federal holidays. 12. 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. 13. The applicant shall submit a check in the amount of$38.00 for the posting of the'Notice of Exemption 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 Zoning Administrator's action. The Department of Community Development will perform a comprehensive plan check relating to all Municipal Code requirements upon submittal of your completed structural drawings. Please be advised that the Zoning Administrator reviews the conceptual plan as a basic request for entitlement of the use applied for in relation to the vicinity in which it is proposed. The conceptual plan should not be construed as a precise plan,reflecting conformance to all Code requirements.. It is recommended that you immediately pursue completion of the Conditions of Approval and address all requirements of the Huntington Beach Municipal Code in order to expedite the processing of your total application. Tentative Tract Map No. 15499/ Conditional Use Permit No. 97-38 Page No. 12 I hereby certify that Conditional Use Permit No. 97-38 and Tentative Tract Map No: 15499 were Conditionally Approved by the Zoning Administrator of the City of.Huntington Beach, California,on April 15, 1998,upon the foregoing conditions and citations. Ve truly yo s, Herb Fauland Zoning Administrator HF:JT:kjl xc: Property Owner g-If SUBDIVISION AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND GARFIELD SQUARE, LLC FOR TRACT NO. 15499 TABLE OF CONTENTS Section Page 1 General Improvements...............................................................................................2 2 Arterial Highway Improvement.........................................: 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 Insurance...................................................................................................................6 12 Non-Performance and Costs.....................................................................................8 13 Record Map..............................................................................................................8 SUBDIVISION AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND GARFIELD SQUARE, LLC FOR TRACT NO. 15499 THIS AGREEMENT is entered into this jR�4- day of fiP1jz 1998,by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," and GARFIELD SQUARE, LLC, a limited liability corporation,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. 15499; 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 California Government Code of the State of California, and Chapter 225 of CITY's Zoning and Subdivision Ordinance. 1 g:/Agreements/Tr 15499 Rev. 11/3/97 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,perform and pay 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 mainlines and lot laterals and structures; street lights; street signs; construction of domestic water systems including the construction of water mains, services 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 pians,-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 SUBDIVIDE. CITY may withhold all occupancy permits until completion of improvements. 2 &/Agreemen ts/Tr 15499 Rev. 11/3/97 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 obligations 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;performing weed;rodent and other pest;control and other:work determined by the Public Works-Department to_he necessary.to insure.establishment - of plants. Said plant establishment work shall be performed for a.period of one (1) year from and after the date of City Council acceptance of the work as complete. 5. IMPROVEMENT PLAN WARRANTY SUBDIVIDER warrants the improvement plans for the work are adequate to accomplish the work as promised herein 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 g:/Agreements/Tr 15499 Rev. 11/3/97 6. NO WAIVER BY CITY Inspection of the work and/or materials, or approval of work and/or materials, or statement(s)by any officer,.agent or.employee of 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,-onany.combination or all of these acts,..shall not relieve SUBDIVIDER of its obligations--to.fulfill this Agreement as prescribed; nor shall CITY therebybe 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 CITY before acceptance of any work as complete by the City Council. 9. IMPROVEMENT SECURITY Upon executing this Agreement, SUBDIVIDER shall,pursuant to California Government Code Section 66499, and the Huntington Beach Zoning and Subdivision Ordinance, provide as security to City: A. Faithful Performance: For performance security, in the amount of forty-thousand three hundred dollars ($40,300)which is one hundred percent(100%) of the estimated cost of the work. Such additional security is presented in the form of: 4 g:/Agreements/Trl 5499 Rev. 11/3/97 Cash, certified check, or cashier's check. Acceptable corporate surety bond. Acceptable irrevocable letter of credit. ..With this security,-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 Labor and Material: Security in the amount of twenty thousand one hundred fifty dollars ($20,150)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 Acceptable corporate surety bond Acceptable irrevocable letter of credit. With this security, SUBDIVIDER guarantees payment to the contractor, to its subcontractors, and to persons renting equipment or furnishing labor or materials to them or to 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 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. 5 glAgreements/Tr 15499 Rev. 11/3/97 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 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. INSURANCE In addition to SUBDIVIDER'S covenant to 'indemnify CITY, SUBDIVIDER shall obtain and furnish to CITY a policy of general public liability insurance, including_motor vehicle coverage. Said policy shall indemnify CITY, its officers, agents and.employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with this Agreement, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of$1.000,000 per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than $1,000,000 for this project. Said policy shall name City of Huntington Beach, its agents, officers, employees and volunteers as Additional Insureds, and shall 6 g:/Agreements/Tr 15499 Rev.11/3/97 specifically provide that any other insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that SUBDIVIDER's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention,or a"deductible"or�any.other similar form of limitation on the required coverage.. Prior.to commencing.performance of the work hereunder, SUBDIVIDER shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by-this.Agreement;.said certificates shall: 1. provide the name and policy number of each carrier and policy; 2. shall state that the policy is currently in force; 3. shall promise to provide.that such policies will not be canceled or modified without thirty(30) days' prior written notice of CITY; 4. and shall state as follows:-."The above detailed coverage is-not subject to _ any deductible or self insured retention, or any other form of similar type limitation." SUBDIVIDER shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement-for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by SUBDIVIDER under this Agreement. CITY shall at all times have the right to demand the original or a copy of all said policies of insurance. SUBDIVIDER shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 7 g:/Agreements/Tr 15499 Rev. 11/3/97 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, 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 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 CITY.and its forces, including contractors, in the event 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 CITY,even if SUBDIVIDER subsequently completes the work. Should-CITY;sue to compel performance underrthis 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. 13. RECORD MAP In consideration hereof, CITY shall allow SUBDIVIDER to file and record the Final Map or Parcel Map for said Subdivision. SIGNATURES ON NEXT PAGE 8 glAgreements/Tr 15499 Rev.11/3/97 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. GARFIELD SQUARE, LLC, CITY OF HUNTINGTON BEACH, a A limited liability corporation: municipal corporation of the State of California By: ; 9 ! pA namelk2 Mayor ITS: ( +> mat>�Pres;dei -�resident ATTEST: AND City Clerk print . APPROVED AS TO-FORM: ITS: (circle one cretary/Chief Fin ial Officer/Asst.Secretary —Treasurer City Attorney �lh6 REVIEWED AND APPROVED: INITIATED AND APPROVED: Cit Administrator City Engineer 9 gJAgreemenis/Tr 15499 Rev.11/3/97 GARDFIELD SQUARE, LLC 1026 South Wall St.,2"fir. Los Angeles,Ca 90015 (213)745-5191 Ph(213)747-8225 Fax January 26, 1999 Ms. Gail Hutton City Attorney City of Huntington Beach Re: 7801 Garfield Ave. City of Huntington Beach Dear Ms. Hutton; Per your request, it is mutually resolved that, Gardfield Square,LLC, a California Limited Liability Company, hereby authorized, Mr. Feridoun Rezai, (the managing member of said LLC), to handle negotiation and execution of documents with the City of Huntington Beach. It is further resolved that, said authorized member shall perform all the arbitration proceeding connected to the property that is under the jurisdiction of the City Attorneys Office, of the City of Huntington Beach, California. Approved and Executed on this day of 261 January 1999. Feridoun Rezai David Taban (Managing Member) (Member) Enayat Taban Albert Taban (Member) (Member) acob Taban (Member) LIMITED LIABILITY COMPANY— STATEMENT OF INFORMATION RENEWAL ..A.$10,00 FILING FEE MUSTACCOMPANY�THIS FORM:. FILED IMPORTANT—Read Instructions On Back Before Coin leting This Form. In the office of the Secretary of State;, 1. LIMITED LIABILITY COMPANY NAME of the State of California GARFIELD SQUARE, LLC 0 C T 0 8 1998 203 -Trojan St. . 1Screta7ryof Anaheim, CA 92804 BILL JONE State THIS SPACE FOR FILING USE ONLY 2. SECRETARY OF STATE FILE NUMBER _ 3. JURISDICTION OF FORMATION 101997052061 CALIFORNIA IF THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED IN LAST STATEMENT OF INFORMATION ON FILE WITH THE CALIFORNIA SECRETARY'OF STATE, CHECK BOX AND PROCEED TO ITEM 12. ' A. STREET ADDf1ESS OF PRINCIPAL EXECUTIVE OFFICE CITY AND STATE ZIP CODE S. STREET ADDRESS IN CALIFORNIA OF OFFICE WHERE RECORDS ARE MAINTAINED (FOR DOMESTIC ONLY) CITY _ ZIP CODE CA LIST THE NAME AND COMPLETE ADDRESS OF.ANY MANAGER OR MANAGERS,AND CHIEF EXECUTIVE OFFICER,IF ANY,OR IF NONE HAVE BEEN APPOINTED OR ELECTED,PROVIDE THE NAME AND ADDRESS OF EACH MEMBER. (CHECK THE APPROPRIATE DESIGNATION). ATTACH ADDITIONAL PAGES IF NECESSARY. ,;:;.. . ..; :.:.".;.;•'.: 6. NAME [ ] MANAGER' ADDRESS "; l [ I CHIEF EXECUTIVE OFFICER CITY STATE ZIP CODE 1 ') MEMBER 7. NAME MANAGER ADDRESS ( J CHIEF EXECUTIVE OFFICER;i CITY STATE ZIP CODE (•j MEMBER 6. NAME THE AGENT FOR SERVICE OF PROCESS AND CHECK THE APPROPRIATE PROVISION BELOW: WHICH IS , [ ) AN INDIVIDUAL RESIDING IN CALIFORNIA. PROCEED TO ITEM 9. ( I A CORPORATION WI41CH HAS FILED A CERTIFICATE PURSUANT TO SECTION 1505. PROCEED TO ITEM 10., i 9. ,TS REET ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IN CALIFORNIA. CITY ZIP CODE CA )0. DESCRIBE TYPE OF BUSINESS OF THE LIMITED LIABILITY COMPANY. 11. NUMBER OF PAGES ATTACHED,IF ANY, 12. 1 DECLARE THAT THIS STATEMENT ISZVi-- 'EIGNAE,CORRECT AND COMPLETE. o URE OF INDIVIDUAL AUTFIORIZEO TO SIGN) mAr t:! �'o UJ DATE Feri'cdoun Rezai Manager �c� °�+ .. 5� TYPE OR PRINT NAME AND IITLE OF PERSON SIGNING - Y DUE DATE: SOS•OP•LLC-EO 12R-IG/1 m9 - . d 4 ,y` , . , . F 1 ' s ,, P �'iI`' -1 C. o r :•.fi; is I d .d4 _h , `n ,. s f • '9 H y O SECRETARY OF STATE - - I, BILL JONES, Secretary of State of the State of California, hereby certify: That the attached transcript of I__ page(s) was prepared by and in this office from the record on file, of which. it .purports to be a copy, and that it is full, true and correct. i IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of rr, �.A.►zli o. .:.ry_ the State of California this day of ' 4 - �P s OCT 1 3 :1998 cA L N�P Secretary of State l.F O R Sec%Slite Form CE-108(rev.6198) 98 10617 ta� Os State of California f �� ' ' •� Bill Jones _'A „0 Secretary of State LLC-1 LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION 1MPORTAMr-Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 of the California Corporations Code. 1. Limited liability company name: (End the name with'LLC'or'Limited Liability Company'. No periods between the letters in'LLC'.'Limited*and*Company,may be abbr"isted to"Ltd.'and"Co.*) GARFIELD SQUARE, LLC 2. Latest date (month/day/year)on which the limited liability company is to dissolve: 2006 3. The put-pose of the limited liability company is to engage in any lawful actor activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act. 4. Enter the name of initial agent for service of process and check the appropriate provision below: FERIDOUN REZAI ,which is [ %] an individual residing in California. Proceed to Item 5. [ ] a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. Skip Item 5 and proceed to Item 6. 5. If the initial agent for service of process is an individual,enter a business or residential street address in California: Street address: 203 TROJAN ST. City: ANAIIEIM State: CALIFORNIA Zip Code: 92804 i 6. The limited liability company will be managed by : (check one) x one manager more than onetmana er limited liability company members [ ] g [ ] g [ ] tY P Y ; 7. If other matters are to be included in the Articles bf Organization attach one or more separate pages. Number of pages attached, if any: 8. It is hereby declared.that-I am the person who _ For Secretary of State Use i executed this instrument,which execution is 1 my act and deed. S i Signature of organizer FERIDOUN REZAI - Type or print name of organizer Date: JANUARY 27, , 19 97 y Q LLC•1 Approved by the Secretary of Stare , fi Filing Fee S70 I/96 S � 1 GARFIELD SQUARE, LLC z: 203. Trojan St., Anaheim, CA 92804 Tel. No. - (714) 220-2893 September 28, 1998 Mr. Armando Brizueta City of Huntington Beach 2000 Main St. Huntington Beach, CA 92648 RE: GARFIELD SQUARE, LLC 9ACT 154gy Dear Mr. Brizueta: We would like to inform you that Mr. Feridoun Rezai is the General Manager and one of the owners of the above referenced property located at 7801 Garfield Ave., �..: Huntington Beach, California 92648. He has the authority to deal with any.transactions which pertains to the property mentioned. Sincerely, Fendoun Rezai General Manager LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GARFIELD SQUARE, LLC A CALIFORNIA LIMITED ;LIABILITY COMPANY Dated as of April 4th,.=J 1997 f :t1 r . f. I TABLE OF CONTENTS I . DEFINITIONS 1. 1 AFFILIATE 1 1. 2 AGREEMENT 1 1. 3 ARTICLES OF ORGANIZATION 1 1. 4 AVAILABLE CASH FLOW 1 1. 5 BUSINESS OF THE LLC 2 1. 6 CAPITAL ACCOUNT 2 1. 7 CAPITAL CONTRIBUTION 2 1 .-8 CODE 2 1. 9 DEPRECIATION 2 1. 10 DISSOLUTION 2 1. 11 ECONOMIC INTEREST 2 1. 12 FISCAL_ YEAR 2 1. 13 LLC 2 1. 14 LLC 2- . 1. 15 LLC LOANS 3 1, 16 MAJORITY INTEREST OF THE MEMBERS 3 1. 17 MANAGER 3 1 . 18 MEMBER 3 1. 19 NET CAPITAL CONTRIBUTIONS 3 1. 20 NET PROFITS AND NET LOSS 3 1. 21 PERCENTAGE INTEREST 4 1. 22 PERIOD OF DURATION 4 1. 23 PERSON 4 1 . 24 PERSONAL 4 1. 25 PROPERTY 4 1. 26 REGULATIONS 5 1. 27 RESERVES 5 1 . 28 SECF;ETARY OF STATE 5 1. 29 STATUTE 5 1. 30 TWO-THIRDS INTEREST OF THE MEMBERS 5 1. 31 VOTE 5 II . INTRODUCTORY MATTERS 2. 1 FORMATION OF LLC 5 2 . 2 NAME : 5 2 . 3 PRINCI-PAL OFFICE 6 2. 4 AGENT FOR SERVICE OF PROCESS 6 2 . 5, , PERIOD OF DURATION 6 2 . 6 BUSINESS AND PURPOSE OF ,THE LLC 6 III . MEMBERS AND: CAPITAL CONTRIBUTIONS, 3 . 1 NAMES AND ADDRESSES OF INITIAL ;MEMBERS 6 3 . 2 CONTRIBUTIONS 6 , 3 . 3 ADDITI.ONAL CONTRIBUTIONS 6 3. 4 RI•GHTS WITH RESPECT TO CAPITAL 6 3 . 5 GENERAL RULES FOR ADJUSTMENT OF 7 CAPITAL ACCOUNTS 3 . 6 SPECIAL RULES WITH RESPECT TO 'CAPITAL 7 ACCOUNTS ;. i • 3 . 7 TRANSFEREE'S, CAPITAL ACCOUNT 8 IV. ALLOCATION OF PROFITS AND LOSSES. 4. 1 NET PROFITS AND LOSSES 8 4. 2 RESIDUAL ALLOCATIONS 8 4. 3 SECTION 704(c) ALLOCATION 8 V. DISTRIBUTIONS 8 VI. RIGHTS, DUTIES, OBLIGATIONS AND COMPENSATION OF MANAGERS AND OFFICERS 6 . 1 MANAGER 9 6 . 2 CO-MANAGERS "' 10 6 . 3 LIMITATIONS ON RIGHTS AND POWERS 11 6 . 4 COMPENSATION OF MANAGER 12 6 . 5 COMPENSATION OF MEMBERS 13 6 . 6 EXPENSE REIMBURSEMENTS 13 VII . MEMBERS' MEETINGS 7. 1 PEACE OF MEETINGS 13 7 . 2 MEETINGS 13 7 . 3 NOI`ICE OF MEETINGS 13 7 . 4 VALIDATION OF MEMBERS ' MEETINGS 14 7. 5 ACTIONS WITHOUT A MEETING 14 7 . 6 QUORUM AND EFFECT OF A VOTE 14 VIII .RESTRICTIONS ON TRANSFER OR CONVERSION OF LLC INTERESTS, ADDITIONAL CAPITAL CONTRIBUTIONS; ADMISSION OF NEW MEMBERS _. 8 . 1 TRANSFER OR ASSIGNMENT OF MEMBER'S INTEREST 15 8 •2 VOID TRANSFERS 16 8 . 3 - ADDITIONAL CAPITAL 16 8 . 4 ADMISS.ION OF NEW MEMBERS` " 16 IX. BOOKS RECORDS, REPORTS AND BANK ACCOUNTS 9 . 1 MAINTENANCE OF BOOKS AND. RECORDS 16, 9 . 2 ANNUAL ACCOUNTING - 1. 17` 9 . 3 INSPECTION AND AUDIT RIGHTS 18 9 . 4 RIGHTS- OF MEMBERS AND NON-MEMBERS 18 9.5 BANK ACCOUNTS 18 9. 6 TAX MATTERS HANDLED- BY MANAGERS 18 9. 7 FEDERAL INCOME TAX ELECTIONS MADE BY 18 MANAGERS 9. 8 OBLIGATIONS OF MEMBERS TO REPORT ALLOCATIONS 19 X. TERMINATION- AND DISSOLUTION 10 . 1 DISSOLUTION y 19 10 . 2 STATEMENT OF INTENT TO DISSOLVE 19 10 . 3 CONDUCT OF BUSINESS 20 10. 4 DISTRIBUTION OF NET PROCEEDS 20 j f { y XI . INDEMNIFICATION OF THE MEMBERS MANAGERS AND THEIR AFFILIATES. 11. 1 INDEMNIFICATION OF THE MEMBERS AND THEIR 20 PRINCIPALS 11. 2 EXPENSES 21 11. 3 INDEMNIFICATION RIGHTS NON-EXCLUSIVE 21 11 . 4 ERRORS AND OMISSIONS INSURANCE - 21 11 . 5 ASSETS OF THE LLC 21 XII . ISSUANCE OF LLC CERTIFICATES 12 . 1 ISSUANCE OF LLC CERTIFICATES 21 12 . 2 TRANSFER OF LLC CERTIFICATES 22 12 . 3 LOST, STOLEN OR DESTROYED CERTIFICATES 22 XIII .AMENDMENTS 13 . 1 AMENDMENT, ETC. , OF OPERATING AGREEMENT 23 13:- 2 AMENDMENT, ETC. , OF ARTICLES OF ORGANIZATION 23 XIV. MISCELLANEOUS PROVISIONS 14. 1 COUNTERPARTS ;'; 23 . 14. 2 SURVIVAL OF RIGHTS 23 14. 3 SEVERABILITY 23 14. 4 NOTIFICATION OR NOTICES 23i 14. 5 CONSTRUCTION 24 14. 6 SECTION HEADINGS 24 14. 7 GOVERNING LAW 24 14.8 ADDITIONAL DOCUMENTS "--24 14. 9 PRONOUNS AND PLURALS,,,,. Y � 24 14. 10 TIME OF f.THE ESSENCE -.- " 24 14. 11 FURTHER ACTIONS 24 14. 12 WAIVER OF JURY 25 14. 13 THIRD PARTY BENEFICIARIES 25 14. 14 TAX ELECTIONS 25 14. 15 PARTITION 25 14. 16 ENTIRE AGREEMENT 25 14. 17 WAIVER 25 14. 18 ATTORNEY'S FEES 25 i LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company operating Agreement (the "Agreement") is made and entered into dnd effective as of April 4, 1997, by and among parties listed in SCHEDULE 1, which is attached hereto and incorporated herein by reference, .w.ith reference to the recitals set forth below. RECITALS The parties hereto have formed a limited liability company (hereinafter called the "LLC" ) pursuant to the provisions of the (California) Beverly-Killea Limited- Liability -Company Act as set forth in Title 2. 5 (commencing with ; `Section . 17000) of the Corporations code of the State of: California (the "Statute" ) . In consideration of the covenants and the promises made herein, the parties hereto hereby agree as follows: I. DEFINITIONS For purposes of this agreement',---' the terms set ,;forth below are defined as follows: y 1. 1 AFFILIATE. "Affiliate" means, when used with reference to a specified Person, the Principal of the Person, any Person directly or indirectly controlling, controlled by or under common control with such Person," any Person owning or controlling 10% or more of the outstanding voting interests of such Person, and any relative or spouse of such `Person. 1.2 AGREEMENT. "Agreement" means this Limited Liability Company Operating Agreement, as originally executed and as amended from time .to time, as the context requires. Words such as "herein", '!hereinafter" , . "hereto" , "hereby" and "hereunder" , when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires. 1.3 ARTICLES OF ORGANIZATION. "Articles of Organization" means the-' articles of "organization filed with the California Secretary of State 'for the purpose of forming ;the LLC. 1.4 AVAILABLE CASH FLOW. "Availab'le Cash , Flow" means, with respect to,- any Fiscal Year or othe '4p reriod; the sum of all cash receipts of the LLC from any and all sources, .less all cash disbursements (:including loan repayments, capital improvements and replacements) , adjusted for any increases ordecreases to reasonable allowances for Reserves, contingencies and anticipated obligations as determined by the Manager. i 1.5 BUSINESS OF THE LLC. "Business of the LLC" shall have the meaning set forth in Section 2. 6 hereof. 1.6 CAPITAL ACCOUNT. "Capital Account" of a Member shall have the meaning set forth in Section 3 . 5 hereof. 1. 7 CAPITAL CONTRIBUTION. "Capital Contribution" shall have the meaning set forth in Article III hereof. 1. 8 CODE. "Code" means the Internal Revenue' Code of 1986, as amemded (or any corresponding provi`si-on or provisions of any succeeding law) . 1. 9 DEPRECIATION. "Depreciation" means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery allowable wit 'respect to an asset for such Fiscal Year or other period. 1. 10 DISSOLUTION. "Dissolution" means when used with reference to the LLC, the earlier of (a) the date upon which the LLC is terminated under the Statute, or any similar provision enacted in lieu thereof, or (b) -the date upon which the LLC ceases to be a going concern, and when used with reference to any Member, the earlier of (a) the date upon which there is a Dissolution of the LLC or (b) the date upon which such Member's entire interest in the LLC is terminated, by means of a distribution or a series of distributions by the LLC to such Member. 1. 11 ECONOMIC INTEREST. "Economic Interest" means a Person's 'right to share in the Net Profits, Net Loss or similar items of, and to receive distributions from, the LLC, but does not include any other rights of a Member including, without limitation, the right to vote or to participate in the management of the LLC, or, except as provided in Section 9. 4, any right to info,-rmation concerning the business and affairs of the LLC.. 1. 12 FISCAL 'YEAR. "Fiscal Year" means. the date of formation until December 31, with respect to the year '-of� organization; from January 1 through the date of dissol--tion with respect, to the year of dissolution; and from'-January 1 through and including December 31 with respect to all other years. 1. 13 LLC. "LLC!' means GARFIELD SQUARE, LLC. 1. 14 LLC INTEREST. "LLC Interest4'or "Interest" means an ownership interest in the LLC, which. the Economic Interest, the right to vote br participate in the management of the LLC, and the right to information concerning the business and affairs of thel LLC, as provided in this Agreement" and under the Statute. 2 r. 1. 15 LLC LOANS: "LLC Loans" shall refer- �to any loans or advances made by any Member to the -LLC without obligation ;to do so. Such LLC Loans shall contain such terms and bear interest at the rate agreed to between the Member and the Manager. 1. 16 MAJORITY IN INTEREST OF THE MEMBERS. "Majority ii "Interest of the Members, " unless otherwise provided in the Agreement, means more than fifty percent (50% ) of the interests of the Members in. the current profits:_of the LLC. 1. 17 MANAGER. "Manager" means the Person elected to manage the LLC pursuant to Section 6 . 1 of this Agreement. At any time that the Members shall have elected to have more than one Manager, all such Persons so elected shall` be referred to as the "Managers" . 1. 18 MEMBER. "Member" means a Person who: 1. 18. 1 Has been admitted to the LLC as a member in accordance with the Articles of Organization or this Agreement, or an assignee of an Interest other than an Economic Interest, who has become a Member pursuant to Section 8 . 1. 1.18.2 Has not resigned, withdrawn or been expelled as a Member or, -if other than an individual, been dissolved. Reference to a "Member" shall: ebe. to any one of the Members. Reference to an "Initial Member" shall be to any one. of the members referred in Section :y3;. 1. 1. 19 NET CAPITAL CONTRIBUTIONS. "Net Capital Contributions" means the aggregate of a Member's Capital Contributions over the aggregate distributions theretofore made to such a Member pursuant to Section 5 . 1: 1.20 NET PROFITS AYdD NET LOSS. A "Net Profits" and-."Net Loss" mean, for each Fiscal Year or other period, an amount equal to the LLC's taxable income or loss for such year or period, determined. in accordance with Code Section 103 (a) (for this purpose, all items of income. gain, loss- or deduction required to be stated separately pursuant to Code Section 703 (a) ( 1) shall be included in the taxable income or loss) , with the following adjustments: 1.20. 1 Any income of the LLC that is exempt from Federal income tax and not otherwise taken into account in computing Net Profits or Net Loss shall be added to such taxable income or loss; 3 e 1.20.2 Any expenditures of the LLC described in Code Section 705 (b,) (2) (B) or . treated as Code Section 705 (b) (2) (B) expenditures pursuant to Regulations Section 1. 704-1(b) (2) (iv.) (i) and not otherwise taken into account in computing Net Profits or Net Loss shall be subtracted from such taxable income or loss; 1.20.3 Gain or loss resulting from any disposition of Property .with respect.-to which gain or loss is recognized for Federal income tax purposes shall be computed by determining the fair market value of the Property at the time of its acquisition :as its original basis if required from a Member nowithstanding. that the adjusted .tax basis .at the time of . acquisition of such Property differs from 'its fair, market value; 1.20.4, 'In lieu of depreciation, amortization and other .cost recovery deductions. taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other•_period, computed in accondance with the subsection hereof entitled "Depreciation" ; and 1.20. 5, Notwithstanding any other provision of this subsection, any,, items of ' income,,, : gain, loss or . deduction whicYi'" are specifically allocated shall not `-be taken into account in computing Net Profits or Net Loss. 1.21 PERCENTAGE INTEREST. The Initial ,IMembers, "Percentage Interests" shall be listed after the parties in SCHEDULE I hereto. 1.22 PERIOD OF DURATION. "Period of Duration" shall have the meaning set forth in Section 2. 5 hereof. 1.23 PERSON. "Person" means an individual, partnership, limited partnership, corporation, trust, e-state, association, limited liability company, or other entity, whether domestic or foreign. 1.24 PRINCIPAL. "Principal".means the natural Person which is in ultimate control pf a Member. 1.25 PROPERTY. "Property" means that certain real property located at 7801 Garfiled Ave. , Huntington Beach, ,.California 92648 and all interest that the LLC may have in any rimprovements located thereon and any other property that-';may 'be purchased by the LLC. 4 i 1.26 REGULATIONS. "Regulations" means the federal income tax regulations promulgated by the Treasury Department under the Code, as such regulations may be amemded from time to time. All references herein to a specific section of the Regulations shall be deemed also to refer to any corresponding provisions of succeeding Regulations. 1.27 RESERVES. "Reserves" means funds set aside from Capital Contributions or'., gross cash revenues as reserves. Such Reserves shall be maintained in amounts reasonably deemed sufficient by the Manager for.wo:rking capital and the payment of taxes, insurance, debt ' service, .repairs, replacements, renewals, : or other costs or expense,s,; ncident to the Business of the LLC, or in the alternative, the Dissolution of the LLC. 1.28 SECRETARY OF STATE. "Secretary of State" shall mean the Secretary -of State of the State of California. 1.29 STATUTE. "Statute" shall mean the -(California) Beverly-Killea Limited Liability Companys` Act as set forth in Title 2.5 (commencing with Sectionl17000) of the Corporations Code of the State of California (or any corresponding provision or provisions of any sicceeding law) . 1. 30 FIFTY-ONE PERCENT INTEREST OF THE MEMBERS. "Fifty-one percent of Members, " unless otherwise provided in ,the Agreement, means fifty-one percent of the Interest' of the Members in the current profits of the LLC. 1. 31 VOTE. Except where superseded by another Section of this Agreement, or required by the terms of the Statute, Code or applicable Regulations thereunder, all decisions made -by, the LLC shall .be approved by more than fifty percent (50%) of the votes ( "Vote" ) of the Members, wherein,each Member casts a number of votes equal to the Member's Percentage Interest in the LLC. II: INTRODUCTORY MATTERS 2. 1 FORMATION OF LLC. The part ies:h'aye formea',the LLC pursuant to the provisions of the Statute ,.by filing the Articles of Organization with the S,ecretary"of State. 2 .2 NAME. ; The name of the LLC is GARFIELD SQUARE, LLC. The Members shall operate the Business of the LLC under such name or use such other or additional names as the'Members may deem necessary or desirable provided - that: no such` name shall contain the words "bank,:! "insurance, " "trust, " ""trustee, xp 'lincorporated:�,;" «inc. , 11 Ircor`•poratign, " "corpf: , 11 or any similar name or variation thereof. The Members shall register such name under assumed or fictitious name statutes or similar laws 5 I of the states in which the LLC..operates. a 2 .3 'PRINCIPAL OFFICE. The LLC shall"'mainCaintits principal place of business at 203 Trojan St. , Anaheim, CA 92804, or any other location mutually agreed upon by the 'Members. 2 .4 AGENT FOR SERVICE OF PROCESS. The name and address of the LLC'S agent for service -of process is FERIDOUN .REZAI, 203 Trojan St. , Anaheim, CA 92804. :. 2 . 5 PERIOD OF DURATION. The period of duration of the LLC ( "Period of ;`Duration" ) shall commence on : the date of the .filing of 1 the Articles of Organization with the California Secretary of State and shall continue through and including June 30, 2006, unless_ the LLC is terminated or dissolved sooner, in accordance with the provisions of .this .Agreement. 2 . 6 BUSINESS AND PURPOSE OF THE LLC. The purpose of the LLC is to own and operate the Property and to engage in all activities reasonably related thereto. III . MEMBERS AND CAPITAL`-=.CONTRIBUTIONS 3 . 1 NAMES AND ADDRESSES OF INITIAL MEMBERS. The names and addresses of the Initial Members are set forth in SCHEDULE I hereto. 3 .2 CONTRIBUTIONS. The Initial "Members shall contribute the amounts as set forth after their names in SCHEDULE I hereto. 3 . 3 ADDITIONAL CONTRIBUTIONS. Ex6bpt as she!-1 be expressly- set forth 'herein, no Member. shall be required ;to (a) make any additional Capital Contributions, make any loan, or (c) cause to be loaned any, money` or other assets to the LLC. 3 .4 RIGHTS WITH REPECT TO CAPITAL. 3 .4. 1 LLC CAPITAL. No Member shall have "the right to withdraw, or receive any return_. of, its Capital Contribution, and no Capital Contribution may be returned in the form. of property other than cash except as specifically provided herein. 3 .4.2 NO INTEREST ON CAPITAL CONTRIBUTIONS. Except as .expressly provided in this Agreement, no Capital Contribution of any Member shall bear any interest Pr otherwise entitle the contributing Member to any compensation for use of the contributed capital. 3.4.3 ESTABLISHMENT OF CAPITAL ACCOUNTS. A separate capital account ( "Capital Account" ) shall". be 6 t..d • maintained for each Member. 3 .5 GENERAL RULE6,FOR ADJUSTMENT OF CAPITAL ACCOUNTS. The Capital Account of each Member shall be: 3.5. 1 INCREASES. Increased by: (i) Such Member's cash contributions; (ii) The agreed fair , market value.- .of property contributed -by such Member (net °of liabilities secured by such contributed property that the LLC is considered to assume or .take subject to under Code Section° 752) ; (iii)All items of LLC income and gain (including income and gain exempt •from tax) allocated to such Member pursuant to Article IV or other provisions of this Agreement; and L.j 3 .5:2 . DECREASES. Decreased by: (i) The amount of' cash distributed to such Member; (ii) The agreed fair market value of all actual and .deemed.;.distributions of property made to such Member` pursuant to this Agreement (net of liabilities secured by such distributed property that the Member is considered to assume or take subject to under 'Code Section 752) ; ,(iii)All items of LLC deduction and loss allocated to such Member pursuant to Article IV or other provisions of this Agreement. 3 .6 SPECIAL RULES WITH RESPECT TO CAPITAL ACCOUNTS 3 .6. 1 TIME OF ADJUSTMENT FOR CAPITAL CONTRIBUTIONS. For purposes of computing the balance. ,in a Member's Capital Account, no credit shall be given for any Capital Contribution which such Member is to make :until such contribution; is actually made. "Capital "Contribution" refers to the total amount of cash and the agreed fair market value (net liabilities) contributed to the LLC by that Member and any subsequent contributions of cash and the agreed fair market value (net liabilities) of any property subsequently contributed to the LLC. by the Member. c 3 . 6.2 INTENT TO COMPLY WITH ; ,TREASURY REGULATIONS. The foregoing provisions of Section 3 ..5 and 3'. 6 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to' comply with Regulations Section 1. 704-1(b) , and shall be interpreted and applied in a manner consistent with such Regulations Section. To the extent such provisions are inconsistent with such Regulations Section or are incomplete with respect thereto, Capital Accounts shall be maintained in accordance with such Regulations Section. 3 . 7 TRANSFEREE'S CAPITAL ACCOUNT. In the event a Member, or the holder of an Economic Interest, transfers an Interest in accordance with the terms of. this Agreement,,,.the transferee shall succeed to the Capita]_ Account of .the •transferor to the extent it- relates to the transferred 4JnLErest. IV. ALLOCATION OF- PROFITS AND LOSSES Net Profits and Net Loss of the LLC in each Fiscal Year shall be allocated among the Members as follows: 4. 1 NET PROFITS AND LOSSES. Except as otherwise. provided in this Article IV, .:Net Profits and Net Losses shall be allocated among the. Members in direct proportion to ', their respective capital contributions. 4.2 RESIDUAL ALLOCATIONS. Except as otherwise provided in this Agreement, all items of LLC income, gain, loss, deduction and any other allocations not -otherwise provided for shall be divided. among the Members in the same proportions as they share N.at Profits or Net Losses, ' as the case -may be, for the Fiscal Year. 4. 3 SECTION' 704(c) ALLOCATION. Any item of income, gain, loss and deduction with respect to any property (other than cash) that has been contributed by a Member to the capital of the LLC and which ,is required or permitted to be allocated to such Member for income tax purposes under Section 704(c) of the Code so as to take into account the variation between the tax basis of such property and, its fair market value at the time of its contribution shall be allocated to such Member solely for income tax purposes in� the manner so required-:or permitted. V. DISTRIBUTIONS .. Distributions shall be made as determined by the Manager. All distributions, other than distributions in liquidation, shall be distributed to .the Members in direct proportion to their respective capital contributions. •a 8 r V � VI . RIGHTS, DUTIES,-'OBLIGATIONS AND COMPENSATION Of MANAGERS AND OFFICERS 6. 1 MANAGER. Subject to removal,.- pr_ resignation " 'as hereafter set forth, the LLC shall be managed:..by FERI60UN REZAI (the "Manager" ) . The..,.,Manager shall have such rights, duties and powers as are specified in this Agreement,or conferred upon the Manager by Vote of the Members. 6. 1. 1 DUTIES OF THE MANAGER. Subject to the -limitations contained in _Section 6 . 3 below, the 9 ager is the general managerand chief executive officer of the LLC' and has, subject to the control of the Members, .general supervision, -. direction, and control of the business of the LLC. The Manager - shall preside at all meetings of the Members: The Manager shall have the general powers and. duties of management typically vested in a general partner of a partnership and such other powers and duties as may be prescribed by the Members. Until the Members shall have elected more than one Manager for the LLC, the term "Manager" as used in ..this Agreement, but other than Section 6 .2, shall mean the Person who alone has the powers and duties specified in this Section 6 . 1. 1. 6. 1.2 ELECTION. When there is a vacancy 1n the position of Manager, the Manager of the LLC shall be chosen by the Vote"_: of the Members. In voting for Managers, each Member shall have a number of votes equal -to its Percentage Interest in the LLC. The candidate for each Manager position. who obtains the majority of Member'votes cast shall succeed to that Manager position. 'Each Manager shall hold office until the Manager— resigns.--'.,or shall be removed or otherwise disqualified to serve. 6. 1.3 SUBORDINATE OFFICERS. The Members or, if the Members fail to do so, the Manager may appoint a secretary, a chief financial officer, and such other officers of the LLC as the Business of the LLC may require,-`:each of whom shall hold office for such period, have such authority- and perform such duties as are provided in this Agreement, or as the Members determine. 6. 1.4 . REMOVAL AND RESIGNATION. Any Manager or other officer of the LLC may be.- removed, with or without cause, by the Vote of the Members. Any Manager or other officer of the :LLC may resign," at any time without prejudice to any rights of the LLC under 9 ,. i S �f any contract to which the Manager or other officer of the LLC is a party, by giving written notice to the Members, -.or to the Manager, as applicable. Any such resignation shall take effect at the date of the receipt of'-'-such notice or at any later time specified therein; and. unless otherwise specified therein., the acceptance of such resignation shall not be necessary to make it effective: 6.2 CO-MANAGERS. If at any time during the Period of Duration, the Members by Vote shall determine to =have more than one Manager, the Managers shall be elected pursuant to the provisions of Section 6 . 1. 2 and shall 'be subject to removal pursuant to the provisions of Section 6. 1.4. Each -Manager shall also have the right to resign provided in Section 6 . 1. 4, and any vacancy in a Manager position shall be filled pursuant to the provisions of Section 6 . 1.2. The following provisions of this Section shall govern the manner in which the Managers shall manage the Business of the LLC if the Members have elected more than one Manager. 6,.2 . 1 The Managers shall share in the duties described in Section- :6`. 1. 1 . 6.2 .2 Meetings of the Managers shall be held at the principal. office of' the LLC " - unless some other place is designated in the, notice of the meeting. Any Manager may participate in a meeting through use of a '. conference telephone or similar communication equipment so long as all Managers participating in such a meeting can hear one another. - Accurate minutes of any .meeting of the Managers shall..., be maintained by the officer designated by the.. Managers for that purpose. 6.2 . 3 Meetings of the Managers for any purpose may be called at any time by any Manager. ;, At least forty- eight (48) hours notice of the time and place of a _.special meeting of the Managers shall be delivered personally to the Managers or personally communicated to them by an officer of the LLC by telephone, telegraph or facsimile. If the notice is sent to the Manager by letter,'-.-lit shall be .addressed to him at his last known address as it is shown on the records of the LLC. In case such notice is mailed, it -shall be deposited iiY the United States mail, first-class postage, prepaid, :in the place in which the principal office of the LLC is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, `-' telephoning or delivery as above provided shall be considered due, legal and 1 , personal -notice to such Manager. 6.2 .4 With respect to meetings which- }lave not been duly called or noticed pursuant to the provisions of Section 6 . 2.4, all transactions carried out at the. meeting are as valid as if had at a meeting regularly called and noticed if: all Managers are present at the meeting, and sign a written- consent -to the holding of such meeting, or if a .majority of the Managers are present and if those .:,ot present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which waiver, consent or approval shall be filed with the other records of the LLC, or LIE a Manager attends a meeting without notice and does not protest prior to the meeting or at its commencement that .notice was not given to him or her. 6.2. 5 Any action required or permitted to be taken by the Managers may be taken without a meeting, and will have. the same force and- effect as if taken by a vote of Managers at a meeting properly called and noticed, if 'authorized by a writing signed individually or collectively by all, but .not -less than all, the Managers. Such consent shall be filed with the - records of the LLC. 6 2 . 6 A majority of the total number of incumbent Managers shall be necessary to constitute a quorum for the transdction ;of.. business ,.at, any meeting of the Managers, and except as -otherwise provided in this Agreement or by the Statute,. the action of a majority of the Managers present at any meeting at which there isa quorum, when duly assembled, is valid. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Managers, if any action taken is..;-approved by a majority of the required quorum is.,.., such meeting. 6. 3 LIMITATIONS ON RIGHTS AND POWERS. Except by vote. of Fifty-One Percent (51%) of the Members which is evidenced in writing, neither the Manager nor any other officer of the LLC shall have 'authority to: 6. 3 . 1 Enter into or ' commit to any agreement, contract, commitment or obligation on behalf.. of the LLC obligating any Member or Principal to find additional capital, to make or guarantee a loan or to increase its personal liability either to the 11 - I i LLC or to third parties; 6.3 .2 Receive or permit any Member or Principal to receive any fee or rebate, or to participate in any reciprocal business arrangements that would have the effect of circumventing any of the provisions hereof; 6.3 . 3 Materially alter the Business of the LLC or deviate from any approved business plan of the LLC as set forth in this .Agreement; 6. 3 .4 Permit or cause the LLC to place title .to any Property in the name-. of- a nominee; 6. 3 . 5 Permit the LLC's funds to be.�commingled with" the funds of any other Person .except ., as otherwise . provided in this Agreement; 6- 3.6 Do any_ act in contravention of this Agreement; 6. 3 . 7 - Do any act which' wo-uld- make it -impossible to .carry on the Business o ` to LLC; 6.3 .8 Confess a judgment against- the LLC; 6. 3 .9 Possess Property, or assign rights . in specific Property, for other than a :LLC purpose; 6.3 . 10 Admit any person as a Member, except as otherwise provided in this- Agreement; 6. 3 . 11 Borrow any money; 6.3. 12 Allowing the Property to be used as collateral for a loan; 6.3. 13 Modifying the existing Lease on the Property; 6.3 . 14 Selling, entering into an agreement, to sell or granting an option to sell the Property; 6.3 . 15 Carrying on any business other than owning or operating the Property; 6. 3 . 16 Attempt to dissolve or withdraw from the LL"C; and 6.3 . 17 Invest or reinvest any proceeds from the operation �,. of the LLC, or the sale, refinancing or other disposItion of any Property, except for short-term investment of reserves.. 12 6.4 COMPENSATION OF MANAGER. . The LLC shall pay to. the Manager and officers such salary and other benefits as shall be approved from time to time by Vote of Fifty-One Percent (51%) Interest of the Members. The LLC shall reimburse the Manager and officers for any expense paid by the Manager that properly is to be borne by the LLC. 6. 5 COMPENSATION OF MEMBERS. Except as expressly permitted by this Agreement of -any other written agreement, the LLC shall ... . pay no compensation to- any Member or any Principal of any Member for their -services to the LLC. 6. 6 EXPENSE REIMBURSEMENT. The°-.LLC. shall : reimbtrse the Members for any expense paid by them tri3t properl..y is to be borne by the LLC, as approved from time to time by. -the-Manager. VII . ,MEMBERS' MEETINGS 7. 1 PLACE OF MEETINGS. Meetings of the Members,, if.-any, shall be held at the principal office of the LLC, unless some other appropriate and convenientl location, either within or without the state where the Articles of Organization were filed, shall be designated for that purpose from time time by the Manager. 7.2 MEETINGS. Meetings of the Members may be called at any time by the Manager or by one or more Members holding in the aggregate more than ten percent ( 10%) of the Percentage Interests. Upon receipt of a written request, which request may be mailed or delivered personally to the Manager, by any Person. "entitled to call a meeting of Members, .. the Manager shall cause notice to be given to the Members that a meeting will be held at a time requested by the Person or Persons calling the meeting, which time for the meeting shall ,be not less than ten ( 10) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the Persons calling the meeting may give notice thereof in the manner provided in this Agreement. 7.3 NOTICE OF MEETINGS. Except as provided for in Section 7 . 2, notice of meetings shall be.-given to the Members in writing not less than ten ( 10) nor ;more than sixty (60) days before the date of the meeting by the Manager".: Notices for meetings shall be given personally by mail, of: by" facsimile, and shall be sent to each Member's last known business address appearing on the books of the LLC.. Such notice shall be deemed given at the time it is delivered personally, or deposited in the mail, or sent by facsimile. Notice of any meeting of Members shall specify the place, the day and the hour of the -meeting, the general nature of the business to be transacted. 13 7.4 VALIDATION OF MEMBERS'.. MEETINGS. The transactions of a .meeting of Members which was not called or noticed pursuant to the provisions of Section 7. 2 or 7 .3 shall be.,"valid as though transacted at a meeting duly held after regular call and notice, if Members holding 'in' the aggregate more than fifty percent (50%) or more of the Percentage Interests are present, and if, • either before or .after the meeting, each of the members entitled to vote but' not present (whether it ;person or by proxy; as that term is used in the Statute) at the meeting signs a waiver of notice, or a consent -to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed'.wit'h the. records of the LLC. Attendance shall constitute a waiver of notice, unless objection shall be made. 7. 5 ACTIONS WITHOUT A MEETING. 7. 5. 1 Any action which may be taken at any meeting of Members may be taken without a meeting and without prior notice if a consent.`in writing, setting forth the action so taken, shall be signed by Members holding in the aggregate the number of .votes equal to or greater than the Vote, unless a lesser vote is provided for by this Agreement or the Statute; provided, however, that any 'action which �by the terms of this Agreement or. by . the ' Statute -is required to be .taken pursuant to ,a "greater vote of the Members may only be taken..by a written consent which has been signed by Members holding the requisite number of votes. a ,7.5.2 Unless-�he consents of all Members .have been given in I writing, notice of any approval made by the members without a,.";meeting by . less" `than unanimous written consent shall, be giverl at least ten (10) days before the consummation of the action authorized by such approval. Any Member giving a written consent may revoke the consent by a writing received by the LLC prior to the time that written consents of Members required to authorize the proposed action have been filed with -the LLC. Such revocation is effective upon its receipt by the LLC. 7. 6 QUORUM AND EFFECT OF VOTE. Each Member shall have a number of votes equal to the Percentage Interest held by such Member, provided that if, pursuant to the Statute or the terms of this Agreement, a Member is not entitled to vote on a specific matter, then such Member's number. of votes and Percentage Interest shall not be considered for purposes of determining whether a quorum is present, or whether approval by Vote of the Members has been obtained, in respect of 'a-1such specific 14 matter. Members holding an aggregate of more than fifty percent (500) of the Percentage Interests shall- constitute a quorum at all meetings..of the .Members for the t"ra"nsaction of business, and the Vote of Members shall be required to approve any action, unless a greater vote is required or a lesser vote is provided for by this Agreement or by the Statute. VIII. RESTRICTION, ON TRANSFER OR CONVERSION OF LLC INTEREST, ADDITIONAL CAPITAL CONTRIBUTIONS; ADMISSION OF NEW MEI4BERS 8. 1. . TRANSFER OR ASSIGNMENT OF MEMBER'S INTEREST.The Interest of each Member and the Economic Interest of a Peron who is not a Member constitutes personal property of the Member or Economic Interest Holder. Each Member and each Economic Interest holder has no interest in the Property. 8. 1. 1 All Member's Interest or an Economic Interest may be transferred or assigned only as provided in this Agreement. 5.1.2 No tr•?nsfer, hypothecation, . encumbrance or assignment ( "Transfer" ) of a Membe '..s Interest, or any part there r of, -J..n the LLC will be valid without the consent of Fifty-One Perce,it of the .Members," other than the Member proposing to :dispose of its Interest, except .for assignment to -one or more of the following persons: (a) Feridoun Rezai (b) Enayat Taban (c)' David Taban (d) Albert Taban (e) Jacob Taban (f) Any trust created solely for the benefit of any existing Member _ or one or more of the authorized assignees described in his Section . 8 . 1. 2 . (g) Any entity in which all of the holders of a legal or equitable interest are presently existing members or one ; or more authorized assignees described in this Section 8 . 1. 2. 8. 1.3 A Transfer or an Economic Interest may be done t:' without .,the consent of the other Members or of the t . 15 Manager. Any holder of an Economic Interest shall have no right to participate in the management of the business and affairs of the LLC or to become a number thereof. 8.2 VOID TRANSFERS. Any Transfer of an Interest which does not satisfy the requirement of Section 8 . 1.2 shall only-effect a Transfer of an Economic .Interest, and the transferring Member shall continue to be obligated under each and every provision , of this Agreement. 8. 3 ADDITIONAL CAPITA .. During the Period of.- Dutation, each of the Members shall be required to make additional Capital Contributions to the " LLC only: if such additional Capital Contributions are approved .,-by Members holding, in the aggregate, one hundred ( 100%) or - more of the Percentage Interests. F, 8. 3 . 1 Each Member shall be obligated to contribute an amount of additional capital equal to such Member's Percentage Interest times the total Capital Contribution amount required of all Members. 8. 3 .2 The Members' Percentage interests shall be adjusted to recognize any Member's failure to make the required additional Capital Contribution. 8. 3 . 3 Any Member who fails to contribute= some or all of the required additional capita]. shall be in default of this Agreement and shall have no right to participate in the management of the business and affairs of the LLC, but such Member shall not forfeit its rights to distributions and Net Profits and Net Loss allocations. 8.4 ADMISSION OF NEW MEMBERS. A new Member may be admitted into the LLC only if authorized by Section 8 . 1. 2 . or upon the consent of Fifty-One percent of the Members. 8.4. 1 The amount of Capital Contribution which must be made by a new Member shall be determined by the vote of -Fifty-One ^Percent of the Members. 8.4.2 A new Member shall ; riot be de6nied admitted in the LLC until the Capital contribution required of such Person shall have: been made and such Person has become a party to this Agreement. IX. BOOKS RECORDS, REPORTS AND BANK ACCOUNTS 16 A 9. 1 MAINTENANCE OF BOOKS AND RECORDS. The LLC shall cause books and records of the LLC to be maintained in accordance with generally accepted accounting principles, and shall give reports to the Members in accordance with prudent business practices and the Statute. There shall be . kept at .the principal office of the LLC, as well as at the office of record of the .LLC specified. in Section 2. 4, if different, the following LLC documents: 9. 1. 1 A current list of the full name and . last known business or residence address of eac `Member and each holder of an Economic Interest in the LLC set :forth in alphabetical order, together :with the Capital Contributions and share in Net Profits and Net Loss of each Member and holder of an Economic Interest; 9. 1.2 A current list of the full name and business or residence address of each. manager; 9. 1. 3 A copy of .the .Articles of Organizatior and any -amendments .thereto, together with any powers of .. attorney pursuant to which the , . Articles of Organization and any ,. amendments .;' . thereto were executed; 9. 1.4 Copies of the LLC's federal, state and local income tax or information returns and reports, if any, for the six most recent Fiscal Years; 9.`1. 5 A Copy.-_ of this Agreement and any amendments thereto, together . with any powers, of attorney pursuant to which this.. Agreement. and` any amendments thereto were executed;. 9. 1. 6 Copies of the financial 'statements of the LLC, if any, for the six most recent Fiscal Years; 9. 1. 7 The LLC's books and records as they relate to the internal affairs of the LLC for at least the current. and past, four Fiscal Years;. 9. 1.8 Originals or copies of all minutes, actions by written consent, consents to action and waivers of notice to Members and Member Votes, actions and _ consents; and 9. 1. 9 Any other information required-to be maintained by the LLC pursuant to the Statute. 17 .1 Cr 9.2 ANNUAL ACCOUNTING. Within;.180 days after the close of each Fiscal Year of the LLC; the, LLC -6hall cause to be prepared and submitted to each Member a balance sheet and income statement for the preceeding Fiscal Year of the LLC (or portion thereof) in conformity with generally accepted accountiig' principles and provide to the Members all information necessary for them to complete federal and state tax returns. 9 . 3 INSPECTION AND AUDIT RIGHTS. Each Member has the right upon reasonable request, for purposes reasonably related to the interest of that Person, to inspect and copy during normal business hours any of the LLC books and records required to be maintained in accordance with Section 9 . 1 . Such right may be exercised by the Person or by that Person's agent or. attorney. Any Member may require a review and/or .audit of the books, records and reports of the LLC. The -.determination of the Manager as to adjustments to the financial report, books records and returns of the LLC, in the absence of fraud or gross negligence, shall be final and binding upon the LLC and all of the Members. 9.4 RIGHTS OF EMBERS AND NON-MEMBERS. Upon the request of a Member for purposes reasonably related .to the interest of that Person, the Manager shall promptly deliver to the Member at the expense of the LLC, a copy of this Agreement and a copy of the information listed in Sections 9 . 1 . 1, 9 . 1 . 2 and 9 . 1 . 4 of this Agreement. 9. 5 BANK ACCOUNTS. The bank accounts of the LLC shall be maintained in such banking institutions as the Manager shall determine with such-- signatories as the Manager shall authorize. 9. 6 TAX MATTERS HANDLED BY MANAGERS. One of the Managers who is also a Member, or in the event no Manager is a Member, a Member or an officer of.. a corporate Member, shall be designated as "Tax Matters Partner" (as defined in Code Section 6231) , to represent the LLC (at the LLC's expense) in connection with all examinations of the LLC's affairs by tax authorities, including resulting judicial and administrative proceedings, and to expend LLC funds for professional services and costs associated therewith. In its capacity as "Tax Matters Partners" , the designated Person shall oversee the LLC tax affairs in the overall best interests of the LLC. Unless the Mem;-,ers designate another to be "Tax Matters,Partner" , the Manager shall be the "Tax Matters Partner" , provided that Person is a Member or an officer of a corporate Member. The "Tax Matters Partner", shall not, without the vote . .of a Majority in Interest of the Members (i) agree to extend the statute of limitations for determination of tax liability or (ii) initiate a federal tax proceeding in any court other than the United States Tax Court. 18 9. 7 FEDERAL INCOME TAX ELECTIONS MADE BY MANAGERS. The Manager on behalf of the LLC may make all elections for federal income tax purposes, including but not limited to, the following: 9. 7. 1 USE OF ACCELERATED DEPRECIATION METHODS. To the extent permitted by applicable law and regulations, the LLC may elect to use an ' accelerated depreciation method on any depreciable unit of the -assets of the LLC; 9. 7.2 ADJUSTMENT OF BASIS OF ASSETS. In case of a transfer of all or part of .,the Interest of any Member, the LLC may elect, pursuant to Code Sections 734,;. 743 and 754 of the Code .to adjust the basis of the assets of the LLC. 9. 7. 3 ACCOUNTING METHOD. For financial reporting purposes, the book s_; and records of the LLC shall be . maintained in accordance wi'ctii such method of accounting applied in a consistent manner as is selected by the .Manager and shall reflect all transactions of the LLC and be appropriate and adequate for- the purposes of the LLC. 9. 8 OBLIGATIONS OF MEMBERS TO REPORT ALLOCATIONS: The Members are aware of the income_ tar consequences of the allocations made by this Agreement and hereby agree to be:` bound by the provisions of. this Section 9. 8 in reporting their shares of the LLC income and loss for income tax purposes. X. TERMINATION AND DISSOLUTION 10. 1 DISSOLUTION. The LLC shall. be dissolved upon the occurrence of any of the following events: 10. 1. 1 When the Period of Duration of the LLC expires; 10. 1.2 The written approval by a Fifty-One Percent ( 51%) Interest of the Members to dissolve the LLC; 10. 1. 3 The death, withdrawal, resignation, expulsion, bankruptcy or dissolution of a Member or the occcurrence of, any other event which terminates the Member's continued membership in the LLC, unless the business of the LLC is continued._by the written approval: of a major tyf_in interest of all remaining Members within ninety (90) days_of the happening of that event. 10.2 STATEMENT OF INTENT TO DISSOVE. As soon as possible.:,3fter the occurrence of any oE, .the events specified in Section 10. 1 19 iF above, the LLC shall execute a Statement of Intent to Dissolve in such form as prescribed by- the Secretary of State. 10. 3 CONDUCT OF BUSINESS. Upon the filing of the Statement of Intent to Dissolve with the Secretary of State, the LLC shall cease to carry on its- business, except insofar as may be necessary for the winding up of its business, but the LLC's separate existencze shall continue _ until the Articles of Dissolution have been filed with the Secretary of rState or until a decree dissolving -the LtC has been entered .by a court of competent jurisdiction. 10.4 DISTRIBUTION OF NET PROCEEDS The Members - shall continue to divide Net Profits and Losses and Available Cash . Flow during the winding-up period in the same . manner and the same priorities as provided for in Articles IV and V-hereof. The proceeds from the liquidation of Property shall` he applied in the following order: 10.4. 1 To the payment of . creditors, :in the order of priority as provided by law, except to Members on account of their contributions; 10.4.2 To the payment of loans or advances that may have been made by any of the Members or their Principals for working capital or other requirements of the LLC. 10.4. 3 To the members in accordance with the positive balances in their Capital . Accounts after adjustments for all allocations of -Net. Profits and Net Loss. Where the distribution pursuant to this Section 10.4 consists both of cash (or cash equivalents) and non-cash assets, the cash (or cash equivalents) shall first be distributed, in a descending order, . to fully sat_-, ,fy each category starting ,_With the most preferred category above. In the. case of non-cash assets, the distribution values are to be .based on the fair market value thereof as determined in good faith by the liquidator. XI INDEMNIFICATION OF 'THE MEMBERS, MANAGERS, _i AND�;tHEIR AFFILIATES 11. 1 INDEMNIFICATION OF THE MEMBERS AND THEIR PRINCIPALS. The LLC shall indemnify and hold harmless the Members, the Managers, their Affiliates and their respective officers, directors, employees, . agents and Principals (individually, an "Indemnitee" ) from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys'. fees 20 and disbursements) , judgments, .,fines settlements and other amounts arising from any - and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the Business of the LLC, excluding liabilities to any Member, regardless of whether the Indemnitee .continues to be a Member, an Affiliate, or an officer, director, employee, agent or Principal of the Member at the time any such liability or expense is paid or incurred, to the fullest extent permitted by -the. Statute and all other applicable .laws. 11.2 EXPENSES. Expenses incurred by an Indemnitee In.defending any claim, demand, action, ' suit or proceeding upon. receipt by the LLC or - an undertaking by or on behalf of the. .Indemnitee to repay such .amount if it shall be determined that such Person is not entitled to be indemnified as authorized in Section 11. 1 . 11.3 INDEMNIFICATION RIGHTS NON-EXCLUSIVE. The indemnification provided by Section 11. 1 shall be in addition to any other rights to which those indemnified may be ,entitled under any agreement, vote of the Members, as a matter of _1aw or equity or otherwise, both .as to action in the Indemnitee's capacity as a Member, as an Affiliate or as an officer, director, employee, agent or Principal of a- Member and as to .any .action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such : capacity and`:shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 11.4 ERRORS AND OMISSIONS .INSURANCE. The LLC may purchase and maintain insurance, at the LLC's expense,on behalf of the Members and such other persons as the Members shall determine, against any liability that may be asserted, against, or any expense that may be incurred by, such Person in' connection with the activities of the LLC and/or the Members' acts or omissions as _the Members c the LLC regardless of whether the LLC would have' the power to indemnity such Person against such liability under the provisions of this Agreement. 11. 5 ASSETS OF THE LLC. Any indemnification under Section 11. 1 shall be satisfied solely out of the assets of the LLC. No Member shall be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions. XII . ISSUANCE OF LLC CERTIFICATES 12 . 1 ISSUANCE OF LLC CERTIFICATES. The interest of each Member in 21 ict•M a the LLC shalt_ be represented by an LLC certificate. Upon the execution of 'this Agreement and , the payment of the Capital Contributions by the Members as listed in SCHEDULE I, the Manager shall cause the LLC to issue one or more LLC certificates in the name of each Member certifying that the Person named therein is the record holder of the LLC units set forth therein. For purposes of this Agreement, the term "record holder" shall mean the person whose name appears in Section 1. 21 as the Member owning the LLC Intert.st ,at issue. 12..2 TRANSFER OF LLC CERTIFICATES. An LLC Interest _which is transferred in accordance with the terms of Section 8 . 1 of this Agreement shall be transferable on the books of -the LLC by the record holder thereof in person or . by .such record holder's duly authorized attorney, but, except as .provided in Section 12. 3 hereof with respect to lost, stolen or destroyed certificates, no transfe"r of an LLC Interest shall be entered until the previously issued LLC Certificate representing such LLC: Interest shall have been surrendered to the LLC and cancelled and a replacement - LLC Certificatd issued to the assignee of such LLC Interest in accordance with such procedures as the Manager may establish. The Manager shall issue to the transferring Member - a new. LLC Certificate representing the LLC Unit not, being transferred by th.e Member, in the event such Member only transferred some, but not all, of the LLC Units represented by the original LLC Certificate. Except as otherwise required by. law, the .LLC shall be entitled to treat the record holder of an LLC Certificate;-oa its books as the owner thereof for all purposes regardless of any notice or knowledge ,to the contrary. 12 . 3 LOST, STOLEN OR DESTROYED CERTIFICATES. The LLC shall issue a new LLC Certificate in place of any , LLC Certificate previously issued if . the record holder of the new LLC Certificate: 12 . 3 . 1 Makes proof by affidavit, in form and substance satisfatory to the Manager, that a previous issued LLC Certificate has been lost, destroyed or stolen; 12 .3.2 Requests the issuance. of a new LLC Certificate before the LLC has notice that the LLC Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; 12 .3. 3 If requested by the Manager, delivers to the LLC a bond, in form and substance reasonably satisfatory to the.. !Manager, with such surety or sureties and with fixed or open penalty as the Manager may direct, in his reasonable discretion, to indemnify the LLC against any ;claim .. that may be made on account of the alleged loss, destruction or theft 22 of the LLC certificate; and 12 . 3.4 Satisfies any other reasonable requirements imposed by the Manager. If a Member fails to notify the LLC within a reasonable time after it has notice of the loss, destruction or theft of an LLC Certificate, and a transfer .ofthe LLC :Interest :represented by -the LLC Certificate .is registered before receiving such -notification, the LLQ shall have no,-liability with respect to any claim .against the LLC -for such transrer or for a new LLC Certificate. XIII. AMENDMENTS 13 . 1 AMENDMENT, ETC. , OF OPERATING •AGREEMENT. This -Agreement may be adopted, altered, amended, or repealed -and anew operating agreement may be adopted by a Majority In Interest of the Members. 13.2 AMENDMENT, ETC. , OF ARTICLES OF ORGANIZATION. Notwithstanding any provision- to the contrary in the Articles of Organization ,or this Agreement, in no event shall the Articles of Organization be amended without the vote of Members representing a Majority In Interest of the Members. XIV. MISCELLANEOUS PROVISIONS 14. 1 COUNTERPARTS. This Agreement may be executed. in several counterparts, and all counterparts so .-executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart. 14.2 SURVIVAL OF RIGHTS. This Agreement shell be binding upon, and, as to permitted or accepted successors, transferees and assigns, inure to the benefit of the Members and the LLC and their respective heirs, legatees, legal representatives, successors, transferees and assigns, i all cases whether by the laws of descent and distribution, merger, `•reverse merger, consolidation, sale of assets; other sale, operation of law or otherwise. 14.3 SEVERABILITY. -In the event any Section, or any sentence within any Section, :is declared by a court of rcompetent jurisdiction to be void or unenforceable, such sentence or Section shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in full force and effect. - _ 14.4 NOTIFICATION `OR NOTICES. Except for notices to be given under 23 Articles VI and VII, for purposes of meetings of Managers and meetings of Members, -,any notice or other communication required or permitted hereunder shall be in writing shall be deemed to have , been given if personally delivered, transmitted by facsimile (with mechanical :confirmation of transmission) , or deposited in the United States mail, registered or certified, postage prepaid, addressed to the parties' addresses set forth .below. .Notices given in the manner provided for in this -Section 14. 4 shall be deemed effective on the third day following deposit in the mail or on the day of transmission :or; delivery if :given by facsimile or by hand. Notices must be :addressed to -the parties hereto at the following addresses, unless . the same shall have been .changed by notice in accordance herewith. 14. 5 CONSTRUCTION_:= The language in all parts .of this Agreement shall be in all cases construed simply ,according. to its fair meaning and not strictly for or against any of the Members. 14. 6 SECTION HEADINGS. The captions of the :articles or Sections in this Agreement are for convenience only and in no way define, extend or - describe the scope or intent of any of the : provisions hereof, shall not be deemed part :of.this Agreement and shall not be used in construing or interpreting this Agreement. 14. 7 GOVERNING LAW. This Agreement shell be construed according to the laws of the State of California. 14. 8 ADDITIONAL DOCUMENTS. Each Member, upon the request of another Member, agrees to perform all further acts and execute, acknowledge and deliver all documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement, including but not limited to acknowledging before a notary public any signature heretofore or hereafter made by a Member. . 14. 9 PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. 14. 10TIME OF THE ESSENCE. Except as otherwise provided herein, time is of the essence :in connection with each and every provision of this Agreement. 14. 11FURTHER ACTIONS. Each of the Members agrees to execute, acknowledge and deliver such additional documents, and take such, further actions, as may be reasonably be required from time to time to carry out each of the -provisions, and the intent, of this Agreement, and every agreement or document 24 relating hereto, or entered into in connection herewith. 14. 12WAIVER OF JURY. WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION -WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, EACH MEMBER HEREBY IRREVOCABLY WAIVES ALL RIGHTS IT MAY HAVE TO DEMAND A JURY TRIAL. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY THE. MEMBERS AND EACH MEMBER ACKNOWLEDGES THAT NONE- OF THE 'OTHER MEMBERS NOW ANY PERSON ACTING ON BEHALF OF THE OTHER PARTIES HAS MADE ANY REPRESENTATION OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO. MODIFY OR NULLIFY ITS EFFECT. THE MEMBERS EACH FURTHER ACKNOWLEDGE THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED .IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, ,..SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO 'DISCUSS THIS WAIVER WITH COUNSEL. THE MEMBERS - EACH FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION. 14. 13THIRD PARTY BENEFICIARIES. There are no third party beneficiaries of this Agreement except Affiliates and Principals of the Members and any other Persons as may be entitled to the benefits of Section 11. 1 hereof. 14. 14TAX ELECTIONS. The Manager, in his sole discretion, shall cause the LLC to make or not make all elections required or ' permitted to be -made for income tax -purposes, except as otherwise specified in this Agreement. 14. 15PARTITION. The Members agree that the Property that the LLC may own or have an interest in is not suitable for partition. Each of the Members hereby irrevocably waives any and all rights that it may have to maintain any action -for partition of any Property the LLC may at any time have an!"I'nterest in. '=l; 14. 16ENTIRE AGREEMENT. This : Agreement and the Articles of organization constitute . the entire agreement of the Members with respect to, and supersedes all prior 'written and oral agreements, understanding and negotiations with respect to, the subject matter hereof. 14. 17WAIVER. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition. 14. 18ATTORNEYS' FEES. In the event of any litigation, arbitration or other dispute arising as a result of or by reason of this Agreement, the prevailing party in any such litigation, arbitration or other dispute shall be entitled to, in addition to any other damages asse,ssed, its reasonable attorneys , fees, 25 and all other costs and expenses incurred. in connection with settling or resolving such dispute. The attorneys' fees which the prevailing party is entitled to recover shall include fees for prosecuting or defending any appeal and shall be awarded for any supplemental proceedings until the final judgment is satisfied in full. In addition to the foregoing award of attorneys' fees to the prevailing party, the prevailing . party in any lawsuit or arbitration procedure on this Agreement .shall be entitled to 'its reasonable attorney's fees incurred in any post judgment proceedings . to collect or enforce the judgment. This attorney's fees provision is separate and several ,and shall survive the merger- of this Agreement into any_ judgment. IN WITNESS WHEREOF, the parties have hereunto executed this Agreement- on this � day of April, 1997 . Feridoun Rezai �- Enayat Taban David -Taban Albert Taban cob Taban A : 26 SCHEDULE I SCHEDULE OF MEMBERS Percentage Members Signatures' of Interest i Feridoun Rezai v 40 . 00% EnaY at Taban ,` 15 .00 0 David Taban `�� � ? -� 15 . 00% Albert Taban 15 . 00% Jacob Taban 15 . 00% 27