HomeMy WebLinkAboutAGMT - Bixby Ranch Company (Old Ranch Tennis Club) I
AGREEMENT FOR SERVICES
(Old Ranch Tennis Club)
This AGREEMENT FOR SERVICES is dated as of , 2004, and is entered into
by and between THE CITY OF SEAL BEACH, a municipal corporation ( "CITY ") and BIXBY
RANCH COMPANY, a California limited partnership ( "CONTRACTOR ").
RECITALS
WHEREAS, CITY requires qualified management and operation of the Bixby Ranch Tennis Club
and related facilities, collectively referred to as "Property" located in the City of Seal Beach that have
been dedicated to and accepted by City from Contractor pursuant to Section 3.2.5.1 of that certain
Development Agreement dated July 14, 1997, as amended, between the CITY and the CONTRACTOR;
and,
WHEREAS, CONTRACTOR is qualified and experienced to provide such services; and
NOW, THEREFORE, CITY and CONTRACTOR hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES: TERM
1.1 General Scope of Services.
Commencing on September 22, 2004, CONTRACTOR shall provide professional management
and operational services for Property as set forth in Exhibit "A ".
1.2 Term; Rights to Terminate or Extend.
The term of this Agreement shall begin on September 23, 2004 and continue until December 23,
2004, subject to extension or termination pursuant to the provisions of this Agreement. The City Manager
(or his designee) or CONTRACTOR may terminate this Agreement upon thirty (30) days prior written
notice to the other. Subject to the foregoing rights of the CONTRACTOR to terminate this Agreement
and upon mutual agreement, the City Manager (or his designee) and CONTRACTOR may extend the
terms of this Agreement up to three (3) calendar months by written notice signed by both parties.
ARTICLE II
RESPONSIBILITIES OF CONTRACTOR
2.1 Control and Payment of Subordinates.
CITY retains CONTRACTOR as an independent contractor and not an employee of the CITY.
All personnel to be utilized by CONTRACTOR in the performance of this Agreement shall at all times
be under CONTRACTOR'S exclusive direction and control. CONTRACTOR shall pay all wages,
salaries and other amounts due such personnel in connection with their performance of services under this
Agreement and as required by law. CONTRACTOR shall be responsible for all reports and obligations
with respect to such personnel, including, but not limited to social security taxes, income tax withholding,
unemployment insurance, and workers' compensation insurance.
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2.2 Standard of Care; Licenses.
CONTRACTOR shall perform the Services under this Agreement in a skillful and competent
manner. CONTRACTOR represents and warrants to CITY that it has all licenses, permits, qualifications
and approvals of whatever nature that are legally required to practice its profession and to perform the
work hereunder. CONTRACTOR further represents and warrants that it shall keep in effect all such
licenses, permit, and other approvals during the term of this Agreement, including, without limitation, the
existing liquor license for the Property.
2.3 Project Representatives.
Timothy J. King, Vice President and Chief Financial Officer for Bixby Ranch Company, shall be
CONTRACTOR'S Contract Representative who shall coordinate all management and operational
services and may issue all consents, approvals, directives and agreement on behalf of CONTRACTOR
called for by this Agreement. CONTRACTOR may appoint another person as its Contract
Representative upon written notice to CITY. June Yotsuya, Assistant City Manager for City of Seal
Beach, shall act as CITY'S Contract Representative for purposes of this Agreement, and such Contract
Representative shall have the right to make all decisions to be made by CITY under the Agreement
(unless otherwise expressly provided herein).
2.4 Accounting Records.
CONTRACTOR shall maintain complete and accurate records with respect to revenues and
expenses incurred in the performance of this Agreement. All such records shall be clearly identifiable as
being associated with this Agreement. CONTRACTOR shall meet on a monthly basis with an authorized
representative of CITY, during normal business hours, to examine, audit, and make transcripts or copies
of such records. CONTRACTOR shall allow CITY to inspect all work, data, documents, proceedings
and activities related to this Agreement during the term of this Agreement (including any extensions) and
for a period of two months thereafter.
2.5 Hours of Operation.
CONTRACTOR shall maintain present hours of operation.
2.6 Restrictions.
CONTRACTOR shall not permit any children under the age of sixteen (16) to use the fitness
center, lockers, spa or sauna.
2.7 Property Supervision and Maintenance.
Contractor shall continue to maintain current staffing levels and maintenance of Property
throughout the term of this agreement.
CONTRACTOR shall provide general supervision of all tennis courts including the enforcement
of safety practices and regulations during periods the tennis courts are in use in connection with the
operation of the Property. CONTRACTOR shall exercise the right to exclude persons from using the
Property who do not abide by established rules.
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CONTRACTOR shall use its reasonable efforts to prohibit intoxicated persons, profane or
indecent language, or boisterous or loud conduct in or about the Property and will call upon the aid of
peace officers to assist in maintaining peaceful conditions.
2.8 Property Maintenance / Utilities.
CONTRACTOR shall maintain the improvements to the Property and shall keep the same in a
good, clean condition, order and repair except areas of the Property that CITY is altering or improving
soon or in the future. CONTRACTOR shall be responsible for telephone utilities. CITY will be
responsible for heat, gas, electricity, sewers, and refuse charges. Any and all taxes, other than real
property taxes and assessments (including sales taxes, personal property taxes), shall be the exclusive
responsibility of CONTRACTOR. If the Property is not being kept in good, clean condition, order and
repair, CITY shall give CONTRACTOR written notice to make corrections within thirty (30) days.
2.9 Improvements to Property.
CONTRACTOR acknowledges that CITY intends to make physical improvements to the
Property during the period of this Agreement and will notify the CONTRACTOR of construction
schedules. CONTRACTOR shall coordinate the operation of the Property with such improvements.
ARTICLE III
COMPENSATION; REIMBURSEMENT
3.1 Profits /Losses.
CITY shall reimburse CONTRACTOR on a monthly basis for the amount, if any, by which: (a)
all out -of- pocket operating expenses and maintenance costs incurred by CONTRACTOR under this
Agreement for the operation of Property (excluding any profit or loss from the operation of the Proshop,
which along with lesson revenue belongs to Robert Litrich, plus a management fee of $5,000 exceed (b)
the revenues from the operation of Property. Each monthly payment shall be made within fifteen (15)
days after CONTRACTOR delivers to CITY a written accounting and explanation of such costs and
expenses for the applicable calendar month (or portion thereof) and such additional reasonable
information as may be requested by CITY.
3.2 Notices.
All notices and written communications sent by one party to the other shall be personally
delivered or sent by registered or certified U.S. Mail postage prepaid, return receipt requested to the
following addresses indicated below:
IF TO CITY: City of Seal Beach
City Hall
211 Eighth Street
Seal Beach, California 90740
Attn: June Yotsuya, Assistant City Manager
TO CONTRACTOR: Bixby Ranch Company
6621 E. Pacific Coast Highway #200
Long Beach, California 90803
Attn: Timothy J. King, Vice President and Chief Financial Officer
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The effective date of any notice or written communications sent by one party to the other shall be
the date received if by personal service, or forty -eight (48) hours after deposit in the U.S. Mail as reflected
by the official U.S. postmark.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
4.1 Indemnification.
From and after the execution of this Agreement, CONTRACTOR shall indemnify, defend,
protect, and hold harmless the CITY and any and all agents, employees and representatives of the CITY,
from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable
consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out of
pocket litigation costs and actual attorney's fees) and demands of any nature whatsoever, related directly
or indirectly to, or arising out of or in connection with:
(i) any breach or default by CONTRACTOR hereunder, or
(ii) any of CONTRACTOR'S activities.
except to the extent such losses or liabilities are caused by the negligence or intentionally
wrongful acts of CITY.
CONTRACTOR shall defend, at its expense, including all attorneys' fees incurred in such
defense, CITY in any legal action based upon items (i) and (ii) above or either of them. The CITY may
in their discretion, and at their own cost, participate in the defense of any such legal action. The
provisions of this Section shall survive the expiration and any earlier termination of this Agreement, and
shall apply to the terms and conditions set forth in this Agreement.
In turn, CITY shall indemnify, defend, protect, and hold harmless the CONTRACTOR and any
and all agents, employees and representatives of the CONTRACTOR, from and against all losses,
liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties,
fines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and actual
attorney's fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of
or in connection with the activities, planning and work of City, City's agents and employees, on or about
the Property, except to the extent such losses or liabilities are caused by the negligence or intentionally
wrongful acts of CONTRACTOR.
4.2 Insurance.
Insurance requirements under this agreement are provided are set forth in Exhibit `B ".
ARTICLE V
TERMINATION
5.1 Termination.
In the event of a default by CONTRACTOR under the Agreement, CITY may terminate this
Agreement by written notice to CONTRACTOR of such termination, and specifying the effective date
thereof. CONTRACTOR shall discontinue all services affected by such termination within 15 days of
receipt of such notice, unless otherwise instructed by CITY in writing.
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5.2 Termination Without Cause; Proration.
If CITY of CONTRACTOR terminates this Agreement without cause under Section 1.2, any
payments due from CITY under Article III shall be reasonably prorated.
ARTICLE VI
GENERAL PROVISIONS
6.1 Entire Agreement.
This Agreement contains the entire Agreement of the parties with respect to the subject matter
hereof, and supersedes all prior negotiations, understandings, or agreement whether verbal or written,
concerning the same subject matter. This Agreement may be modified only in writing signed by both
parties.
6.2 Successors and Assigns.
This Agreement shall be binding on the successors and assigns of the parties. This Agreement may
not be sold, transferred or assigned by either party, or by operation of law, to any other person or persons
or business entity, without the other party's written permission. Any such sale, transfer or assignment, or
attempted sale, transfer or assignment without written permission, may be deemed by the other party to
constitute a voluntary termination of this Agreement and this Agreement shall thereafter be deemed
terminated and void.
6.3 Subcontractors.
CONTRACTOR shall not subcontract any portion of the work required by this Agreement
without prior written approval of CITY. All approved subcontracts, if any, shall be accomplished by a
written instrument. Such instrument shall contain an expressed assumption by the subcontractor of all
conditions and terms and covenants contained in this Agreement. CITY hereby approves all existing sub
contractors currently providing services to CONTRACTOR on the Property.
6.4 Equal Opportunity Emp 1 oyment.
CONTRACTOR represents that it is an equal opportunity employer and shall not discriminate
either directly or indirectly against an employee or applicant for employment with CONTRACTOR on
the basis of race, color, religion, national origin, ancestry, sexual preference, sex or age. -
6.5 Attorneys' Fees.
If either party commences a legal action against the other party arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover actual
attorneys' fees and costs of suits.
6.6 Governing Law.
This Agreement shall be governed by and construed with the laws of the State of California. Any
Action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the
County of Orange.
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6.7 Time of Essence.
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Time is of the essence for each and every provision of this Agreement.
6.8 Conflict of Interest.
CONTRACTOR covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of its services
hereunder. CONTRACTOR further covenants that in the performance of this Agreement, no person
having any such conflict of interest, shall be employed by CONTRACTOR (with the exception of
Robert Litrich who owns and operates the Proshop and lesson program).
6.9 Statement of Economic Interest.
If CITY determines CONTRACTOR comes within the definition of CONTRACTOR under the
Political Reform Act (Government Code §87100 et. seq.), CONTRACTOR shall complete and file and
shall require any other person doing work under this Agreement, to complete and file a "Statement of
Economic interest" with the City Clerk of the CITY disclosing CONTRACTOR and/or such other
persons financial interests.
6.10 No Waiver of Breach; Time.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a
duly authorized representative of the party against whom enforcement of a waiver is sought referring
expressly to this Paragraph. The waiver of any right or remedy in respect to any occurrence or event shall
not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any
waiver constitute a continuing waiver.
6.11 Third Party Beneficiaries.
Nothing contained in this Agreement shall be construed, to create and the parties do not intend to
create, any rights in third parties, with the exception of Robert Litrich who does benefit by his operation
of the Proshop and lesson program.
6.12 Taxes.
CONTRACTOR agrees to file tax returns and pay all applicable taxes on amounts paid pursuant
to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations,
including, but not limited to, state and federal income and FICA taxes. CONTRACTOR agrees to
indemnify and hold the CITY harmless from any liability which it may incur to the United States or to the
State of California as a consequence of CONTRACTOR'S failure to pay, when due, all such taxes and
obligations.
6.13 Compliance With Law.
CONTRACTOR shall comply with applicable federal, state and local laws, rules and regulations
affecting the CONTRACTOR and his/her work hereunder.
6.14 Title to Documents.
Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and
other final work products compiled by the CONTRACTOR under the Agreement shall be vested in the
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CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or
agency without the express written consent of the CITY. Basic survey notes and sketches, charts,
computations, and other data prepared or obtained under the Agreement shall be made available, upon
request to CITY, without restriction or limitations on their use. CONTRACTOR may retain copies of
the above described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of CITY during the term
of this Agreement or until ninety (90) days after receipt of final payment from CITY.
6.15 Validity.
The validity in whole or in part of any provision of this Agreement shall not void or effect the
validity of any other provisions of this Agreement.
6.16 Headings.
Section and subsection headings are not to be considered part of this Agreement, are included
solely for convenience, and are not intended to modify or explain or to be a full or accurate description of
the content thereof.
6.17 Counterparts.
This Agreement may be executed in one or more counterparts by the parties hereto. All
counterparts shall be construed together and shall constitute one agreement.
6.18 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that they are duly
authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are
formally bound to the provision of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date and
year first above written.
CITY OF SEAL BEACH:
CITY MANAGER
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
BIXBY RANCH COMPANY,
a California limited partnership
By: Bixby Management Corporation,
a Delaware corporation, General Partner
By:
Name:
Title:
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EXHIBIT "A"
Certain Required Services
Contractor shall manage and operate Old Ranch Tennis Club and related facilities in its present
structure for the term of this Agreement, including the following operations
Snack shack
Fitness center
Lockers and Spa areas
Pro Shop
Tennis Instruction
Tennis Court Rentals
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EXHIBIT `B"
Insurance Provisions
A Vendor /Contract Policy for General Liability will be in force during the terms of this
Agreement, to cover work performed by CONTRACTOR. This policy will be paid for by
CITY as well as any deductibles. CONTRACTOR may have to pay when seeking coverage
under policy. In addition, CONTRACTOR shall provide the following:
Contractor's Insurance.
CONTRACTOR shall obtain and maintain (i) Business Auto Coverage on ISO
Business Auto Coverage from CA 0001 including symbol 1 (Any Auto) with limits of no less
than $1,000,000 per accident, combined single limit; and (ii) workers compensation coverage on
a state - approved policy for providing statutory benefits as required by law, with employers
liability limits of no less than $1,000,000 per accident for all covered losses.
Subcontractors' Insurance.
CONTRACTOR shall also furnish or cause to be furnished to CITY evidence
satisfactory to CITY that any contractor with whom it has contracted for the performance of
work on the Property or otherwise pursuant to this Agreement carries workers' compensation
insurance as required by law, commercially reasonable liability insurance and commercially
reasonable vehicle liability coverage.
Insurance Certificate.
With respect to each policy of insurance required above, CONTRACTOR and each of
CONTRACTOR'S contractors shall furnish to CITY an insurance certificate on the insurance
carrier's form setting forth the general provisions of the insurance coverage (as well as a copy of
each insurance policy promptly upon receipt by CONTRACTOR).
General Requirements.
All insurance policies required by this Section shall be issued by responsible insurance
companies licensed to do business in California with an A.M. Best's rating of no less than A:
VIII, be primary and noncontributing, shall be nonassessable and shall contain language to the
effect that (i) the policies cannot be canceled or materially changed except after thirty (30) days'
written notice by the insurer to CITY by certified mail, and (ii) the City shall not be liable for
any premiums or assessments. All such insurance shall have deductibility limits, which shall be
commercially reasonable. Such insurance policy(s) shall name CITY as additional insured.
Waiver of Subrogation.
Each policy of insurance required above shall include a waiver by the insurer of all rights
it may have to be subrogated to rights against CITY (or its elected officials, council members,
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board members, officers, employees, agents and representatives) in connection with any insured
loss, and CONTRACTOR hereby waives any rights it may have against such persons or entities
in connection with matters covered by insurance.
CITY shall maintain property insurance as well as general liability insurance for any public
improvements the City makes to the property during the terms of this agreement. CITY shall
name CONTRACTOR as additional insured and provide CONTRACTOR with a certificate of
insurance.
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Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
Attachments: (2)
Attachment 1: Operating Memorandum Number Two, Dated May 29,
2001
Attachment 2: Section 4.9, Development Agreement, recorded July 10,
2000
Operating Memo #2.CC Staff Report 3
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Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
ATTACHMENT 1
• OPERATING MEMORANDUM NUMBER TWO,
DATED MAY 29, 2001
Operating Memo #2.CC Staff Report 4 .
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• +.
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
OPERATING MEMORANDUM NUMBER TWO
DATED MAY 29, 2001
I. RECITALS
1. On November 23, 1998, the City Council of the City of Seal Beach
adopted an ordinance authorizing the execution of that certain agreement entitled
"Development Agreement and Amendment to Memorandum of Understanding
Dated July 14, 1997" (hereinafter "DA ") for the development of the Property, as
that term is defined therein.
2. The parties to the DA are the City of Seal Beach ( "City ") and the
Bixby Ranch Company ( "Owner "). City and Owner are sometimes collectively
referred to herein as "the parties."
3. DA Section 4.9 provides that City and Owner may, from time to
time, agree that refinements and clarifications are appropriate with respect to the
details of performance of City and Owner. Where City and Owner agree that
such clarifications are necessary or appropriate, City and Owner shall effectuate
such clarifications through an operating memoranda approved by City and Owner.
4. The parties previously have agreed upon certain refinements and
clarifications to the DA, which matters are set forth in that certain agreement
entitled "Operating Memorandum Number One Dated December 15, 1998"
(hereinafter "OM 1 ").
5. The parties agree that the following additional refinements and
clarifications are appropriate.
II. AGREEMENT
Based upon the foregoing recitals, and for good consideration, City
and Owner hereby agree that the following refinements and clarifications shall be
made to the DA and, where applicable, to OM1.
1. Pursuant to DA Section 3.2.5.1, Owner agreed, inter alia, to
dedicate the Old Ranch Tennis Club to City at no cost and to pay to City the sum
of One Million Dollars ($1,000,000.00). Owner hereby agrees to advance One
Hundred Thousand Dollars ($100,000.00) of that amount to City prior to the
acceptance by City of Owner's offer of dedication. Such advance of funds shall be
submitted to City within ten (10) days of execution of this Operating Memoranda
Number 2 (hereinafter "OM2 "). Owner shall pay to City the balance of that amount
Operating Memo #2.CC Staff Report 5
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Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
(Nine Hundred Thousand Dollars ($900,000.00)) upon acceptance of the offer of
dedication, in accordance with the provisions of DA Section 3.2.5.1. Should City
not accept the dedication of the Old Ranch Tennis Club within the time period
established by the DA, City shall within thirty (30) days of the expiration of such
time period refund the sum of One Hundred Thousand Dollars ($100,000) so
advanced by Owner.
2. DA Section 3.1.1.1 provides that Area D may be subdivided into 90
parcels, of which 75 parcels are permitted to be residential lots. DA Section 3.2.5.2
and OM1 Section II.4 require Owner to dedicate land to City and to construct
building shell improvements, which were (notwithstanding the references contained
therein) to be within Area D as a use permitted in addition to the 75 residences.
Section 3.1.1.1 was therefore not intended to apply to the property proposed for
dedication. A final map has now been recorded for the residential development on
the land other than that which was to be dedicated, and City has determined it does
not need such dedication and construction. In lieu thereof, Owner shall pay to City
Two Hundred and Ten Thousand Dollars ($210,000.00) within ten (10) days of
execution of this 0M2. In addition, if Owner transfers such property, and the
transfer results in the construction of more than the 75 residences contemplated by
DA Section 3.1.1.1, then the City shall be entitled to receive from Owner an
additional One Hundred Thousand Dollars ($100,000.00) within ten (10) days
after approval of a subsequent land subdivision entitlement by City.
Upon City's receipt of all funds required herein, all of Owner's obligations
and duties pursuant to DA Section 3.2.5.2 and OM1 Section 11.4 shall be satisfied,
and to prevent such land from sitting vacant, Owner may utilize the land which
would have been so dedicated for residential development, subject to all other
Applicable Rules, notwithstanding the limitation on number of residential lots
contained in Section 3.1.1.1. The provisions of Development Agreement Section
4.2, Cooperation and Implementation, shall be applicable to the fullest extent
reasonable and feasible to implement this provision.
3. Owner hereby agrees that the $35,000 which Owner must pay to
City pursuant to DA Section 3.2.5.7(5) may be utilized by City for improvements
to enhance Lampson Avenue and the property adjacent thereto other than or in
addition to removing the block wall located on the north side of Lampson Avenue
between the Western Education Building and Parkwood and to improving the
landscaping in the same area. Owner shall pay that amount to City that amount
within ten (10) days of execution of this 0M2. Upon City's receipt of all funds
required herein, all of Owner's obligations and duties pursuant to DA Section
3.2.5.7(5) shall be satisfied.
4. Pursuant to DA Section 3.2.5.7(6), Owner shall repair a wall and
improve certain landscaping. In lieu of Owner's obligations set forth in DA
Section 3.2.5.7(6), Owner shall pay to City Fifteen Thousand Dollars
Operating Memo #2.CC Staff Report 6
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Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
($15,000.00) within ten (10) days of execution of this 0M2. The payment of such
amount shall satisfy all of Owner's obligations required by DA Section 3.2.5.7(6).
5. DA Section 3.2.5.10 requires Owner to "set aside" at no cost to City
land to accommodate a water well. In lieu of such obligation, Owner shall dedicate
to City such land. Within forty -five (45) days of execution of this 0M2, Owner
shall prepare appropriate documents to facilitate the transfer in fee dedication to City
of that certain property located within Area "C" at the extreme easterly corner of
said Area "C" and Lampson Avenue and more particularly described in Exhibit A
( "water well site "). City shall lease the water well site to Owner for uses allowed in
the Recreational Golf (R -G) Zone for $1.00 per year until City constructs the water
well. City shall provide Owner a "Notice to Quit — Intention to Construct Water
Well" at least sixty (60) days prior to the award of a contract for the construction of
the water well facility. Owner shall vacate the water well site within thirty (30) days
of receipt of the "Notice to Quit — Intention to Construct Water Well" from City.
6. OM1 Section II.6.a requires Owner at its own expense and cost to
install decorative pavement treatment at the intersections of (i) Seal Beach
Boulevard and Lampson Avenue; and (ii) Seal Beach Boulevard and Rossmoor
Center Drive. Within ten (10) days of execution of this 0M2, Owner shall pay to
City a total of Twenty -Four Thousand Dollars ($24,000.00) in lieu of installing
such improvements. The payment of such amount shall satisfy all of Owner's
obligations required by OM1 Section II.6.a.
7. OM1 Section II.6.c requires Owner to purchase and dedicate to
City a speed monitoring radar device. Within ten (10) days of execution of this
0M2, Owner shall pay to City a total of Thirty -Two Thousand Dollars
($32,000.00) in lieu of acquiring and dedicating to City such speed monitoring
device. The payment of such amount shall satisfy all of Owner's obligations
required by OM1 Section II.6.c. •
8. OM1 Section 11.8. requires Owner to complete certain
improvements set forth in DA Sections 3.2.5.7 and 3.2.5.9 prior to reopening the
golf course. To provide increased flexibility to the parties herein, the City
Manager of City (hereinafter "City Manager ") is hereby authorized to extend the
dates for completion of such improvements set forth in DA Sections 3.2.5.7 and
3.2.5.9 and within OM1 Section 11.8, should Owner request such extension.
Approval of such request shall not be unreasonably withheld by City Manager and
Owner shall expeditiously proceed with the completion of the required activities
in a good faith effort to accomplish all required activities in as timely manner as
possible in conjunction with the reopening of said golf course.
9. It is the desire of the parties to clarify responsibilities for additional
project implementation activities that are not clearly set forth, or were not
contemplated, within the Development Agreement or OM1. City and Owner
agree as follows:
Operating Memo #2.CC Staff Report 7
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Receive and File — Operating Memorandum iVo. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
(a) Frontage Improvements - Seal Beach Boulevard and
Lampson Avenue. The payment for certain frontage improvements already
installed by Owner and additional frontage improvements shall be resolved as
follows:
(1) Owner shall pay all costs, fees and expenses associated
with existing frontage improvements installed by Owner on the easterly side of
Seal Beach Boulevard between Rossmoor Center Way and St. Cloud, including
center median islands.
(2) As set forth in the "Improvement Agreement" between City
and Owner, dated April 4, 2001, Owner shall pay all costs, fees and expenses
associated with, arising from, incurred or to be incurred in connection with
frontage improvements contemplated in the Final EIR for the Old Ranch Towne
Center Project on the easterly side of Seal Beach Boulevard between Northbound
I -405 Off -Ramp and Lampson Avenue, including installation of curb, gutter, and
bus turn-out.
(3) Frontage improvements contemplated by City, but not yet
constructed on the easterly side of Seal Beach Boulevard between Lampson
Avenue and St. Cloud, including re- alignment of center median islands, shall be
constructed by City in conjunction with future bridge reconstruction over the I-
405 Freeway, and Owner shall have no responsibility to pay any costs, fees and
expenses associated with, arising from, or incurred in connection with those
construction activities. Owner shall prepare an interim intersection improvement
plan, and construct the improvements shown thereon, for the Seal Beach
Boulevard/Lampson Avenue intersection to: (i) eliminate the existing "free" right
turn lane from westbound Lampson Avenue to northbound Seal Beach Boulevard;
and (ii) accommodate the future design of the street improvements, 12 foot bike
path and the maintenance structure referenced in Section 9(b)(1) herein, in
substantial compliance with the plan attached hereto as Exhibit B and
incorporated by this reference. The contemplated future frontage improvements
include three northbound travel lanes, a northbound right turn lane for movement
in and out of the development entrance, and a northbound right turn lane at
Lampson Avenue on Seal Beach Boulevard between the I -405 NB ramps and
Lampson Avenue. The interim plan shall include all lane modifications and signal
relocation necessary to locate said signal at the appropriate design location for the
contemplated future improvements to accommodate the future full widening of
Seal Beach Boulevard as shown on Exhibit B.
(4) Frontage improvements on the westerly side of Seal Beach
Boulevard between Northbound I -405 Off -Ramp and Lampson Avenue, including
re- alignment of center median islands, shall be constructed by City in conjunction
with future bridge reconstruction over the I -405 Freeway, and Owner shall have
Operating Memo #2.CC Staff Report 8
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Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
no responsibility to pay any costs, fees and expenses associated with, arising
from, or incurred in connection with those construction activities.
(5) As set forth in the "Improvement Agreement" between City
and Owner, dated April 4, 2001, Owner shall pay all costs, fees and expenses
associated with, arising from, incurred or to be incurred in connection with traffic
lane width re- striping and center median island reconfiguration /landscaping on
Lampson Avenue.
(b) Abandonment of right- of -way. Certain land dedications
have been accepted by City from Owner and recorded. Abandonment of portions
of these recorded dedications are necessary to carry out the intent of the land
dedications and not cause substantial harm to Owner or its assigns, and to
conform such land dedications to other discretionary approvals previously granted
by City. City hereby agrees to process the following abandonments of rights -of-
ways upon preparation and submittal to the City of the appropriate abandonment
documents by Owner:
(1) Old Ranch Country Club Maintenance Area. Owner
deeded to City by Instrument Number 20000356782 certain lands along Seal
Beach Boulevard from Lampson Avenue to Rossmoor Center Way. Such
document inadvertently included portions of the Old Ranch Country Club
Maintenance Area, adjacent to Lampson Avenue, within said dedication. It was
never contemplated by City or Owner that said Maintenance Areas would be
deeded to City, and City and Owner desire to abandon portions of said dedication
to remove said Maintenance Areas from those lands owned by City. Owner shall
prepare appropriate documents for the abandonment of such Maintenance Area as
set forth in Incledon Kirk Engineer's letter of February 23, 2001. Such
documents shall be in substantial compliance with the plan attached hereto as
Exhibit C, which, inter alia, shows the location of the maintenance structure and
the 12 -foot wide bike path required by the "Mitigation Monitoring Program" for
the Bixby Old Ranch Towne Center Project. Such abandonment documents are
subject to the review and approval of the City Attorney.
(2) Old Ranch Towne Center. Owner deeded to City by
Instrument Number 20000356782 certain lands along Seal Beach Boulevard from
Lampson Avenue to Rossmoor Center Way. Such document conflicts with
concurrent Site Plan Review approvals granted by the City for a 26.045 -acre retail
center (Area A). In consideration of Owner's obligation set forth in Section
9(a)(1), the City shall abandon the property shown on Exhibit D. Owner shall
prepare appropriate documents in recordable form subject to the review and
approval of the City Attorney.
10. Upon execution of this 0M2, the City Clerk is hereby directed to
attach such Memorandum as an addendum to the Development Agreement.
Operating Memo #2.CC Staff Report 9
•
• •
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
IN WITNESS WHEREOF, the parties have each executed this Agreement on the
date first above written.
CITY OF SEAL BEACH
By:
City Manager
A'T1'EST: APPROVED AS TO FORM
By: By:
City Clerk City Attorney
BIXBY RANCH COMPANY,
a California limited partnership
By: Bixby Management Corporation,
a Delaware Corporation, its General Partner
By:
Its:
By:
Its:
Operating Memo #2.CC Staff Report 10
• •
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
EXHIBIT A
WATER WELL SITE
•
Operating Memo #2.CC Staff Report 11
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Pump Station Dedication
Legal Description
May 20, 2001
In the City of Seal Beach, County of Orange, State of
California, being an undivided portion of Section 32, Township 4
South, Range 11 West, San Bernardino Base and Meridian, in the
Rancho Los Alamitos, as per the map filed in Book 14, Page 31 of
Deeds, in the Office of the County Recorder of said County,
described as follows:
Beginning at the Northwest Corner of the Southwest Quarter of
said Section 32, thence easterly along the north line of said
Southwest Quarter of said Section 32 to the northerly right -of-
way line of Lampson Avenue, 80 feet wide, said point being the
TRUE POINT OF BEGINNING; thence westerly along said north line
of said Southwest Quarter of said Section 32 a distance of
589.00 feet; thence southerly, at right angles to said north
line of said Southwest Quarter of said Section 32 to said
northerly right -of -way line of said Lampson Avenue, 80 feet
wide, a distance of approximately 182.92 feet; thence easterly
along said northerly right -of -way line of said Lampson Avenue to
the TRUE POINT OF BEGINNING. .
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• •
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
EXHIBIT B
INTERIM/ULTIMATE INTERSECTION
IMPROVEMENTS AT SEAL BEACH BOULEVARD
AND LAMPSON AVENUE
(Note: ENGINEERING DRAWINGS TO
BE INSERTED PRIOR TO EXECUTION BY BOTH
CITY AND BIXBY RANCH COMPANY)
Operating Memo #2.CC Staff Report 12
• •
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
EXHIBIT C
ABANDONMENT AREA AT SEAL BEACH BOULEVARD
MAINTENANCE BUILDING
(AREA C) •
Operating Memo #2.CC Staff Report 13 •
Feb -23 -01 05:45P Inclon Kirk Engineers 71411221 P.06
I I I
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$ ABANDONMENT EXHIBIT
1 1 FEBRUARY 23, 2001
NCLED0N KIRK ENGINEERS
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Feb -23 -01 05:45P Incled. Kirk Engineers 7142.1221 P.05
1 7 15767 � T RACT 15 LOT 3
1 LOT 8
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N88'46'2014/ S01 13 34"W 58.69
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FEBRUARY 23, 2001
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Feb -23 -01 05:45P Incl.n Kirk Engineers 71,11221 P.03
Legal Description
02AFT
February 23, 2001
In the City of Seal Beach, County of Orange, State of California, being a portion of the
land described in the Grant Deed from Bixby Ranch Company to City of Seal Beach,
recorded July 7, 2000 in the Office of the County Recorder of said County as Instrument
Number 20000356782, described as follows:
Beginning at the southerly terminus of a line in the boundary of Lot 3 of Tract 15767 as
shown on Lot Line Adjustment No. LL -01, recorded June 22, 2000 in the Office of the
County Recorder of said County as Instrument Number 20000329078, said line having a
bearing of S 01 ° 13'34" W and having a length of 58.69 feet; thence N 88 ° 46'26" W
along the southerly boundary of said Lot 3 as•shown on said Lot Line Adjustment a
distance of 249.77 feet to the easterly boundary of said Grant Deed; thence S 01 ° 13'35"
W along said easterly boundary of said Grant Deed a distance of 664.45 feet to the TRUE
POINT OF BEGINNING; thence continuing along said easterly boundary of said Grant
Deed S 01 ° 13'35" W a distance of 181.12 feet; thence leaving said easterly boundary of
said Grant Deed N 66 ° 11'04" W a distance of 6.96 feet; thence N 16 W a distance
- of 18.80 feet; thence N 02 ° 20'00" E a distance of 160.52 feet; thence S 88 ° 46'25" E a
distance of 8.92 feet to the TRUE POINT OF BEGINNING.
• •
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
EXHIBIT D
ABANDONMENT AREA AT SEAL BEACH BOULEVARD
PURSUANT TO SITE PLAN REVIEW 98 -1
(AREA A)
Operating Memo #2.CC Staff Report 14
MAY -15 -01 12:06 PM IN DON 94949162 P.03
EXRIBIT "A"
,.egol Description
!n the City of Seal Beach, County of Orange, State of California, being a portion of Lots
1, 4, 5 and 6 of Tract Map Number 15767 filed as Instrument Number 19990303000 in
Book 783. Pages 17 through 19, inclusive, of Miscellaneous Maps in the Office of the
County Recorder of said County and modified by Lot Line Adjustment Number 00 -01, filed
June 22, 2000 as Instrument Number 20000329078 in the Office of the County Recorder
o' scid County, described as follows:
Beginning at the most northeasterly corner of said Lot 4 of said Tract 15767; thence N
88-46-26 W o distance of 141.41 feet to the TRUE POINT OF BEGINNING; thence 5
01-13-35 W a distance of 144.12 feet; thence 5 01 -13 -35 W a distance of 149.17
feet; thence S 01 -13 -35 W a distance of 20.00 feet; thence 5 01 -13 -35 W a distance
of 6.20 feet; thence N 88 -46 -26 W a distance of 20.00 feet; thence N 01-13-35 E a
distance of 6.20 feet; thence N 01-13-35 E a distance of 20.00 feet; thence N
01 -13 -35 E a distance of 149.17 feet; thence N 01 -13 -35 E a distance of 144.12
feet, thence S 88 -46 -26 E o distance of 20.00 feet to the TRUE POINT OF BEGINNING.
1 588'48'26 "E
20.00
N88 141.41'
N
IN 7
> ka: i c pi g LOT 4
CO .., ....,
z / QUITCLAIM AREA
TRACT
- 6 r S88'46'26% 20.00 1 5 7 67
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DEEDED TO CITY OF
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I , NO. 20000356782
0
Receive and File — Operating Memorandum No. 2
Bixby Old Ranch Towne Center Project Development Agreement
May 29, 2001
ATTACHMENT 2
SECTION 4.9, DEVELOPMENT AGREEMENT,
RECORDED JULY 10, 2000
"4.9 Operating Memoranda. The provisions of this Agreement
require a close degree of cooperation between the City and Owner and
development of Property hereunder may demonstrate that refinements and
clarifications are appropriate with respect to the details of performance of the
City and Owner. If and when, from time to time, during the term of this
Agreement, the City and Owner agree that such clarifications are necessary
or appropriate, the City and Owner shall effectuate such clarifications
through operating memoranda approved by the City and Owner, which, after
execution, shall be attached hereto as addenda and become a part hereof, and
may be further clarified from time to time as necessary with future approval
by the City and Owner. No such operating memoranda shall constitute an
amendment to this Agreement requiring public notice or hearing. The City
Manager, in consultation with the City Attorney, shall be authorized to make
the determination on behalf of the City whether a requested clarification may
be effectuated pursuant to this Section 4.9 or whether the requested
clarification is of such a character to constitute an amendment hereof
pursuant to Section 4.8 above. The City Manager shall be authorized to
execute any operating memoranda hereunder on behalf of the City."
•
Operating Memo #2.CC Staff Report 15
• •
Attachment C
City of Seal Beach
Analysis of Bixby_Ranch Company Contribution for the Tennis Club
Year - to Date Contribution from Bixby Ranch Company 107,000
Amount to be Contributed from Bixby Ranch Company 893,000
Total Contribution $ 1,000,000
Amount expended on preliminary project designs (8,700)
Admin expenses re: attorney, prop transfer, etc. (10,000)
Contribution amount available $ 981,300
Proposed Expenditures for Old Ranch Tennis Club
Public Improvement upgrades (500,000)
Two year budget for ongoing maintenance (320,000)
Bixby Ranch Company interim operating agreement (45,000)
Remaining Balance
116,300
The City is currently negotiating an operating agreement with a new lessee regarding expenses
and revenue projections. The ongoing maintenance expenses may go up or down slightly based
on the final outcome of negotiations. Based on figures received by the leading candidate for the
operating contract, the projected annual revenues are minimal and city accounting practices
do not permit revenues received for the tennis club to directly offset tennis club expenditures.
Therefore, revenue is not considered a factor in the proposed expenditure plan.
California Land Title Association • • Owner's Policy
Your Ref : SCHEDULE A
80401285 OLD RANCH TENNIS CLUB
Amount of Insurance: $5,000,000.0 0 Policy No. 43803502 M07
Date of Policy: October 14, 2004 at 11:24 AM Premium: $3 , 500.00
1. Name of Insured:
CITY OF SEAL BEACH, A MUNICIPAL CORPORATION
2. The estate or interest in the land which is covered by this policy is:
A FEE
3. Title to the estate or interest in the land is vested in:
CITY OF SEAL BEACH, A MUNICIPAL CORPORATION
4. The land referred to in this policy is described as follows:
SEE ATTACHED DESCRIPTION
This Policy valid only if Schedule B is attached.
CLTAOA58-- 10/13/85 AA CHICAGO TITLE INSURANCE COMPANY
r t
• DESCRIPTION
Page 1
Policy No . 43803502 M07
THAT PORTION OF SECTIONS 31 AND 32 IN TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO
LOS ALAMITOS, CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP
FILED IN DECREE OF PARTITION IN THE SUPERIOR COURT OF LOS ANGELES COUNTY, CALIFORNIA,
CASE NO. 13527, A CERTIFIED COPY OF THE FINAL DECREE OF SAID CASE HAVING BEEN
RECORDED FEBRUARY 2, 1891 IN BOOK 14, PAGE 31 OF DEEDS OF SAID ORANGE COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF PARCEL 1 OF THE LAND DESCRIBED
IN THE DEED TO THE STATE OF CALIFORNIA RECORDED FEBRUARY 2, 1960 IN BOOK 5082, PAGE
307 OF OFFICIAL RECORDS WITH THE SOUTHEASTERLY LINE OF LAMPSON AVENUE, 80.00 FEET
WIDE, AS DESCRIBED IN THE DEED TO THE CITY OF SEAL BEACH RECORDED APRIL 7, 1965 IN
BOOK 7475, PAGE 46 OF OFFICIAL RECORDS, SAID POINT BEING THE BEGINNING OF A CURVE IN
SAID SOUTHEASTERLY LINE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1040.00 FEET, A
RADIAL TO SAID POINT BEARS SOUTH 0° 11' 56" WEST; THENCE NORTHEASTERLY 930.35 FEET
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 51° 15' 17 "; THENCE NORTH 38° 56' 39"
EAST 145.00 FEET ALONG SAID SOUTHEASTERLY LINE TO THE WESTERLY CORNER OF PARCEL 3 OF
THE LAND DESCRIBED IN THE DEED TO THE CITY OF SEAL BEACH RECORDED JULY 15, 1965 IN
BOOK 7594, PAGE 609 OF OFFICIAL RECORDS; THENCE NORTH 89° 08' 14" EAST 39.05 FEET
ALONG THE SOUTHERLY LINE OF SAID PARCEL 3 TO THE SOUTHWESTERLY LINE OF PARCEL 2
DESCRIBED IN SAID DEED; THENCE SOUTH 51° 03' 21" EAST 89.94 FEET ALONG SAID
SOUTHWESTERLY LINE TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS
OF 430.00 FEET; THENCE SOUTHEASTERLY 282.49 FEET ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 37° 38' 25" TO A POINT TO WHICH A RADIAL BEARS SOUTH 1° 18' 14" WEST, SAID
POINT BEING THE BEGINNING OF A CURVE IN THE WESTERLY LINE OF PARCEL 1 OF THE LAND
DESCRIBED IN THE DEED TO THE CITY OF SEAL BEACH RECORDED MARCH 13, 1968 IN BOOK 8541,
PAGE 859 OF OFFICIAL RECORDS, SAID CURVE BEING CONCAVE SOUTHWESTERLY HAVING A RADIUS
OF 15.00 FEET; THENCE SOUTHEASTERLY 23.27 FEET ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 88° 53' 42 "; THENCE SOUTH 0° 11' 56" WEST 220.78 FEET ALONG SAID WESTERLY
LINE TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 40.00 FEET;
THENCE SOUTHERLY 21.49 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30° 47' 03"
TO THE BEGINNING OF A REVERSE CURVE CONCAVE EASTERLY HAVING A RADIUS OF 70.00 FEET;
THENCE SOUTHERLY 109.69 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89° 47' 00"
TO SAID NORTHERLY LINE OF THE LAND OF THE STATE OF CALIFORNIA; THENCE NORTH 89° 48'
04" WEST ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING.
DESCPOL -02/26/92 -Irc
California Land Title Association • • Owner's Policy
Your Ref: SCHEDULE B
80401285 OLD RANCH TENNIS CLUB Policy No. 43803502 M07
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses)
which arise by reason of:
PART I
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes
or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,
whetheror not shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by
an inspection of the land or which may be asserted by persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct
survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance
thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are
shown by the public records.
PART II
A 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED
FOR THE FISCAL YEAR 2004 -2005 THAT ARE A LIEN NOT YET DUE.
2. THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF ANY,
MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3.5 OR PART 2, CHAPTER
3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION 75) OF THE REVENUE
AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF THE TRANSFER OF
TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR AS A RESULT OF CHANGES IN
OWNERSHIP OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF POLICY.
F 3. THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE ANY RIGHTS OF
INGRESS OR EGRESS TO OR FROM THE FREEWAY LYING SOUTH OF SAID LAND, EXCEPT AS
THEREIN DESCRIBED.
SAID RIGHTS HAVE BEEN RELINQUISHED TO THE STATE OF CALIFORNIA BY INSTRUMENT
RECORDED FEBRUARY 2, 1960 IN BOOK 5082, PAGE 307, OFFICIAL RECORDS.
c 4. A WAIVER OF ANY CLAIMS FOR DAMAGES TO SAID LAND BY REASON OF THE CONSTRUCTION
OF A CONTIGUOUS HIGHWAY AND /OR FREEWAY DIVIDED BY A CENTRAL DIVIDING STRIP, AS
CONTAINED IN AN INSTRUMENT
IN FAVOR OF: THE STATE OF CALIFORNIA
RECORDED: FEBRUARY 2, 1960 IN BOOK 5082, PAGE 307, OFFICIAL
RECORDS
CLTAOB88-- 10/13/95 AA CHICAGO TITLE INSURANCE COMPANY
Policy No. 43803502 -MOO •
Page 1
SCHEDULE B (coNT. )
Part II
x 5. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED TO: STATE OF CALIFORNIA
PURPOSE: MAINTAINING A STORM DRAIN
RECORDED: JULY 3, 1962 IN BOOK 6165, PAGE 989, OFFICIAL RECORDS
AFFECTS: THAT PORTION OF SAID LAND MORE PARTICULARLY DESCRIBED
THEREIN
6. THE TERMS, COVENANTS AND CONDITIONS SET FORTH IN AN AGREEMENT DATED
SEPTEMBER 16, 1964 AND RECORDED MARCH 8, 1965 IN BOOK 7437, PAGE 892,
OFFICIAL RECORDS, EXECUTED BY AND BETWEEN UNITED STATES OF AMERICA, ACTING
THROUGH THE DEPARTMENT OF THE NAVY, REFERRED TO AS "THE GOVERNMENT" AND
FRED H. BIXBY RANCH COMPANY, A CORPORATION, REFERRED TO AS "THE COMPANY ",
WHEREIN AMONG OTHER THINGS, "COMPANY" AGREES IT WILL NOT CONSTRUCT ANY
RESIDENTIAL, INDUSTRIAL OR COMMERCIAL BUILDINGS ON THE PROPERTY UNLESS
WRITTEN CONSENT THERETO IS FIRST OBTAINED FROM THE COMMANDING OFFICER.
NOTE: SAID AGREEMENT APPEARS TO AFFECT THE MOST WESTERLY PORTION OF SAID
LAND
REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.
x 7. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED TO: SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION
PURPOSE: ELECTRIC AND COMMUNICATION LINES
RECORDED: DECEMBER 1, 1966 IN BOOK 8117, PAGE 344, OFFICIAL
RECORDS
AFFECTS: THAT PORTION OF SAID LAND MORE PARTICULARLY DESCRIBED
THEREIN
L 8. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED TO: GENERAL TELEPHONE COMPANY OF CALIFORNIA, A CORPORATION
PURPOSE: FOR THE TRANSMISSION OF ELECTRIC ENERGY FOR
COMMUNICATION AND OTHER PURPOSES
RECORDED: APRIL 11, 1969 IN BOOK 8925, PAGE 790, OFFICIAL
RECORDS
AFFECTS: THAT PORTION OF SAID LAND MORE PARTICULARLY DESCRIBED
THEREIN
rr 9. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
CLTA88C -- 12/16/88
Policy No. 43803502 -MO
•
Page 2
SCHEDULE B (CONT.)
Part II
GRANTED TO: SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION
PURPOSE: ELECTRICAL SUPPLY AND COMMUNICATION SYSTEMS
RECORDED: JULY 14, 1970 IN BOOK 9345, PAGE 374, OFFICIAL RECORDS
AFFECTS: THAT PORTION OF SAID LAND MORE PARTICULARLY DESCRIBED
THEREIN
N 10. AN INSTRUMENT ENTITLED "AIRCRAFT OPERATION, SOUND, AIR SPACE AND AVIGATION
EASEMENT DEED ", DATED JULY 9, 1984 AND RECORDED APRIL 30, 1985 AS
INSTRUMENT NO. 85- 154248, OFFICIAL RECORDS, EXECUTED BY AND BETWEEN FRED H.
BIXBY RANCH COMPANY AND THE MILITARY DEPARTMENT OF THE STATE OF CALIFORNIA,
AS THE OPERATOR OF THE LOS ALAMITOS ARMY AIRFIELD, LOS ALAMITOS, COUNTY OF
ORANGE, STATE OF CALIFORNIA, UPON THE TERMS, COVENANTS AND CONDITIONS
THEREIN PROVIDED.
o REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.
P 11. A NOTICE OF SPECIAL TAX LIEN PURSUANT TO SECTIONS 3114.5 OF THE STREETS AND
HIGHWAY CODE AND SECTION 53328.3 OF THE GOVERNMENT CODE IMPOSING A
CONTINUING LIEN.
EXECUTED BY: CLERK OF THE BOARD OF EDUCATION, LOS ALAMITOS UNIFIED
SCHOOL DISTRICT
AMOUNT: NO AMOUNT IS SHOWN IN SAID NOTICE
DATED: JUNE 15, 1990
PURPOSE: COMMUNITY FACILITIES DISTRICT NO. 90 -1 OF THE LOS
ALAMITOS UNIFIED SCHOOL DISTRICT
RECORDED: JUNE 19, 1990 AS INSTRUMENT NO. 90- 323934, OFFICIAL
RECORDS
Q 12. A DOCUMENT ENTITLED "NOTICE OF CONSENT TO USE OF PROPERTY ", DATED OCTOBER
11, 1990 EXECUTED BY BIXBY RANCH COMPANY, A CALIFORNIA LIMITED PARTNERSHIP,
SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED,
RECORDED JULY 31, 1991 AS INSTRUMENT NO. 91- 405350, OFFICIAL RECORDS.
REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.
s
AFFECTS: THE HEREIN DESCRIBED LAND AND OTHER LAND.
T 13. A DOCUMENT ENTITLED "MEMORANDUM OF EASEMENT AGREEMENT ", DATED AUGUST 3,
1995 EXECUTED BY AND BETWEEN BIXBY RANCH COMPANY, A CALIFORNIA LIMITED
PARTNERSHIP AND LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED
PARTNERSHIP, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN
CONTAINED, RECORDED SEPTEMBER 8, 1995 AS INSTRUMENT NO. 95- 0392725,
OFFICIAL RECORDS.
CLTA88C -- 12/16/88
Policy No. 43803502 -M0
Page 3
SCHEDULE B (CONT.)
Part II
✓ REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.
✓ 14. AN UNRECORDED SUBLEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY
AND BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS,
CONDITIONS AND PROVISIONS SET FORTH THEREIN
SUBLESSOR: LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON
WIRELESS
SUBLESSEE: CALIFORNIA TOWER, INC., A DELAWARE CORPORATION
DISCLOSED BY: MEMORANDUM OF SUBLEASE
RECORDED: NOVEMBER 28, 2000 AS INSTRUMENT NO. 20000645470,
OFFICIAL RECORDS
w THE PRESENT OWNERSHIP OF THE SUBLEASEHOLD CREATED BY SAID SUBLEASE AND
OTHER MATTERS AFFECTING THE INTEREST OF THE SUBLESSEE ARE NOT SHOWN HEREIN.
x 15. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN AREA,
ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT ALTA SURVEY WOULD
DISCLOSE, AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS OR BY AN INSPECTION
OF SAID LAND.
CLTA88C - 12/16/88
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