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HomeMy WebLinkAboutCC AG PKT 2014-02-24 #SA-4 SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY AGENDA STAFF REPORT DATE: February 24, 2014 TO: Honorable Chair and Board Members THRU: Jill R. Ingram, Executive Director FROM: Victoria L. Beatley, Finance Officer SUBJECT: RE-ESTABLISHMENT OF SEWER EASEMENT LOAN MADE BY THE CITY OF SEAL BEACH TO THE FORMER SEAL BEACH REDEVELOPMENT AGENCY t%- r. SUMMARY OF REQUEST: mn 11 That the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency") adopt Resolution No. SA1 4-02 requesting the Oversight Board to make a finding in order to re-establish the Sewer Easement Loan Agreement (defined below) as an enforceable obligation for the purposes of Section 34191.4(b) of the California Health and Safety Code ("HSC"). BACKGROUND AND ANALYSIS: Pursuant to AB X1 26 and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al. (53 Cal.4th 231(2011)), the Seal Beach Redevelopment Agency (the "Former RDA") was dissolved as of February 1, 2012, and the Successor Agency was constituted. Under AB X1 26, with narrow exceptions, agreements and loan arrangements by and between the City and the Former RDA became unenforceable on the Successor Agency as of February 1, 2012, when the Former RDA was dissolved. As the result, the Sewer Easement Loan Agreement, pursuant to which the Former RDA was obligated to make certain repayments to the City, became unenforceable on the Successor Agency. On March 16, 2011, Bay City Partners, LLC ("Bay City"), the Former RDA, the City and the City of Seal Beach Planning Commission, entered into a Settlement Agreement and Mutual Release (the "Bay City Settlement Agreement"), after multiple years of litigation. The Bay City Settlement Agreement, among other matters, provided for Bay City's conveyance of an irrevocable easement on a Agenda Item — 4 certain property for sewer access, construction and maintenance purposes (the "Sewer Easement"). The acquisition of the Sewer Easement was necessary to provide services to residents and businesses within the Former RDA's Riverfront Redevelopment Project (the "Project Area") and, therefore, of benefit to the Project Area. The City and the Former RDA agreed that the City would advance certain funds for the costs relating to the acquisition of the Sewer Easement (the "Sewer Easement Loan"), with the understanding that the Former RDA would repay the City for such advances. The Former RDA's repayment obligation with respect to the Sewer Easement Loan was memorialized by Resolution No. 11- 10, adopted by the Former RDA on June 27, 2011, and Resolution No. 6151, adopted by the City Council of the City on June 27, 2011 (together, the "Sewer Easement Loan Agreement"). At the time of the Former RDA's dissolution, the outstanding unpaid principal amount of the Sewer Easement Loan was $1,200,000. AB 1484, which became effective at the end of June 2012, amended and supplemented AB X1 26. AB 1484, among other things, added HSC Section 34191.4(b), which provides that the Sewer Easement Loan will be re-established and the Sewer Easement Loan Agreement will be deemed an enforceable obligation, if certain prerequisites have been met and other requirements are followed. One prerequisite is the Successor Agency's receipt of a Finding of Completion from the State Department of Finance (the "DOF"). The Successor Agency received its Finding of Completion on July 16, 2013. Another prerequisite is a finding by the Oversight Board that the Sewer Easement Loan was made for legitimate redevelopment purposes. By adopting the attached resolution, the Board will be making a request to the Oversight Board to make such a finding. Any repayment of the Sewer Easement Loan must be listed on a Recognized Obligation Payment Schedule (the "ROPS"), as approved by the Oversight Board and -the DOF. The Successor Agency is required to prepare two ROPS each year. Each ROPS lists the Successor Agency's enforceable obligations payable during the six month fiscal period covered by such ROPS. Per the DOF's interpretation of AB 1484, repayment of the re-established Sewer Easement Loan may not begin until the ROPS 14-15A period (i.e., July 1, 2014 through December 31, 2014). The Successor Agency is required to submit an Oversight Board-approved ROPS 14-15A to the DOF by March 3, 2014. The adoption of the attached Resolution (and the Oversight Board's adoption of the related resolution soon after) will enable the Successor Agency to include the repayment of the Sewer Easement Loan on ROPS 14-15A. AB 1484 provides that 20 percent of each Sewer Easement Loan repayment will be deducted and transferred to the Low and Moderate Income Housing Asset Fund (the "Housing Asset Fund"). The Housing Asset Fund is a fund established and held by the Orange County Housing Authority, in its capacity as the housing Page 2 successor to the Former RDA. Moneys in the Housing Asset Fund must be used for qualified low and moderate income housing purposes in accordance with the Community Redevelopment Law. AB 1484 requires that interest on the Sewer Easement Loan must not exceed the interest rate payable by the Local Agency Investment Fund ("LAIF") administered by the State Treasurer. AB 1484 also provides that all accumulated unpaid interest must be recalculated from the origination of the Sewer Easement Loan at the LAIF rate. Per the DOF's interpretation of AB 1484, the accumulated unpaid interest must be recalculated at the LAIF rate in effect at the time when the Oversight Board resolution re-establishing the Sewer Easement Loan is adopted. AB 1484 also imposes an annual cap on the amount that may be repaid for the Sewer Easement Loan. Under the Dissolution Act, twice a year (on January 2 and June 1), taxing entities receive residual moneys ("Taxing Entities Residual"), if any, remaining in the Redevelopment Property Tax Trust Fund ("RPTTF"), after the County Auditor-Controller's disbursement of pass-through payments and disbursement to the Successor Agency for enforceable obligation payments and administrative cost allowance, as listed on the DOF-approved ROPS. Under AB 1484, each fiscal year, the repayment amount for all loans re-established pursuant to HSC Section 34191.4(b) to be repaid by the Successor Agency to the City must not exceed one-half of the increase between the amount of the Taxing Entities Residual in that fiscal year and Taxing Entities Residual in the 2012-13 base year. Assuming the Oversight Board's approval of the re-establishment of the Sewer Easement Loan (and no objection from the DOF upon the DOF's review of the Oversight Board resolution), the actual dollar amount to be repaid by the Successor Agency for each Sewer Easement Loan repayment will be subject to the availability of RPTTF funds and the annual cap imposed by AB 1484. The attached Resolution authorizes the Finance Officer of the Successor Agency to develop a repayment schedule in accordance with AB 1484 requirements and also authorizes the Finance Officer to modify the repayment schedule from time to time based on AB 1484 requirements and the actual circumstances. ENVIRONMENTAL IMPACT: There is no new environmental impact associated with adoption of the attached Resolution. LEGAL ANALYSIS: General Counsel has reviewed and approved as to form. Page 3 FINANCIAL IMPACT: If, pursuant to the Successor Agency's request, the Oversight Board adopts a resolution making a finding that the Sewer Easement Loan was for legitimate purposes (and the resolution is subsequently approved by the DOF), the Sewer Easement Loan will be re-established and the Sewer Easement Loan Agreement will be deemed an enforceable obligation. The amount of each repayment will be subject to availability of RPTTF funds and the other requirements of AB 1484. RECOMMENDATION: Staff recommends that the Board of Directors adopt Resolution No. OB14-02, requesting that the Oversight Board make a finding that the Sewer Easement Loan was for legitimate redevelopment purposes in order to re-establish the Sewer Easement Loan Agreement as an enforceable obligation. SUBMIT-FED BY: NOTED AND APPROVED: V16toria L. Beatley, J". Ingram, Ex6cuti,/e irector Director of Finance Attachment: A. Resolution No. SA14-02 B. Bay City Settlement Agreement C. Resolution No. 11-10, adopted by the Former RDA on June 27, 2011 D. Resolution No. 6151, adopted by the City Council on June 27, 2011 Page 4 RESOLUTION NUMBER SA14-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY REQUESTING THE OVERSIGHT BOARD TO MAKE A FINDING TO RE-ESTABLISH SEWER EASEMENT LOAN AGREEMENT AS AN ENFORCEABLE OBLIGATION AND TAKING CERTAIN RELATED ACTIONS RECITALS: A. The Seal Beach Redevelopment Agency(the"Former RDA")was a duly constituted redevelopment agency pursuant to provisions of the Community Redevelopment Law(the"Redevelopment Law")set forth in Section 33000 et seq.of the Health and Safety Code("HSC")of the State of California(the"State"). B. The Former RDA undertook a program to redevelop a project area known as the Riverfront Redevelopment Project(the"Project Area"). C. Bay City Partners, LLC ("Bay City"), the Former RDA, the City of Seal Beach (the "City") and the City of Seal Beach Planning Commission, entered into a Settlement Agreement and Mutual Release, dated as of March 16,2011 (the"Settlement Agreement"),after multiple years of litigation proceedings. D. The Settlement Agreement, among other matters, provided for Bay City's conveyance of an irrevocable easement on a certain property for sewer access, construction and maintenance purposes(the"Sewer Easement"). E. The acquisition of the Sewer Easement was necessary to provide services to residents and businesses within the Project Area and, therefore,of benefit to the Project Area. F. The City and the Former RDA agreed that the City would advance certain funds for the costs relating to the acquisition of the Sewer Easement(the"Loan"), with the understanding that the Former RDA would repay the City for such advances. G. The Former RDA's repayment obligation with respect to the Loan was memorialized by Resolution No. 11-10, adopted by the Former RDA on June 27, 2011, and Resolution No. 6151, adopted by the City Council of the City on June 27, 2011 (together,the"Sewer Easement Loan Agreement"). H. As of the date of this Resolution, $1,200,000 of the principal amount of the Loan,plus certain accrued interest,remain outstanding and unpaid. I. Pursuant to AB X1 26(which became effective at the end of June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al. (53 CaL4th 239(2011)), the Former RDA was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former RDA, and an oversight board of the Successor Agency (the "Oversight Board")was established. J. Pursuant to AB X1 26,except for those provisions of the Redevelopment Law that are repealed, restricted or revised pursuant to AB X1 26, all authority, rights, powers, duties and obligations previously vested with the Former RDA under the Redevelopment Law are vested in the Successor Agency, K. Pursuant to HSC Sections 34171(d) and 34178, the Sewer Easement Loan Agreement became unenforceable on the Successor Agency as of February 1, 2012; provided,however,that pursuant to HSC Section 34191.4(b),the Loan shall be re- established and the Sewer Easement Loan Agreement shall be deemed to be an enforceable obligation after the Successor Agency receives a finding of completion (a "Finding of Completion")from the State Department of Finance (the"DOF") under HSC 34179.7, if the Oversight Board makes a finding that the Loan was for legitimate redevelopment purposes. Resolution Number SA14-02 L. The DOF issued m Finding of Completion to the Successor Agency on July 1O.2O11 Wt The Board desires oo adopt this Resolution and requests the Oversight Board to make ufinding that the Loan was made for legitimate purposes in order to re- establish Sewer Easement Loan Agreement as on enforceable obligation for the purposes nfH8C Section 34181.4(b). N. |tim recognized that, pursuant UoHSC Section 34131.4(b)'the repayment amount authorized each fioms| year for all loans re-established pursuant to H6C Section 34191.4(b)to be repaid by the Successor Agency to the City shall not exceed one-half of the increase between the amount distributed tutaxing onUboa pursuant to H8C Section 34183(a)(4) in that fiscal year and the amount distributed 1n taxing entities pursuant to H8C Section 34183(a)(4)in the 2O12-13 base year. O. {t |afurther recognized that H8C Section 34191.4(b)(2 provides that 2O percent of each Loan repayment will be deducted and transferred to the Low and Moderate Income Housing Asset Fund established and held by the Orange County Housing Au\hnrity, in the Housing Authority's capacity on the housing successor to the Former RDA pursuant toHGC Section 3417O. NOVV, THEREFORE THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY, HEREBY FINDS, DETERMINES, RESOLVES,AND ORDERS A0FOLLOWS: Section 1. The above recitals are true and correct and area substantive part o/this Resolution. Section 2' The Board hereby requests the Oversight Board to make afinding that the Loan was for legitimate redevelopment purposes and the Sewer Easement Loan Agreement is an enforceable ob|igmhion, with the recognition that the repayment terms thereunder mhe|| be modified in accordance with the requirements of HGC Section 34101.4(b), The Secretary of the Successor Agency im hereby authorized and directed to transmit a copy of this Resolution Vu the Oversight Board. Section 3` The Finance Officer of the Successor Agency is hereby authorized to develop a repayment schedule for the Loan in accordance with the requirements of Section 84191.4(b). Recognizing that the actual dollar amount to be repaid by the Successor Agency for each scheduled repayment is subject to the availability of funds from the Redevelopment Property Tax Trust Fund and the limitations set forth in HGC Section 34191.4(b),the Finance Off icer of the Successor Agency is hereby authorized to modify the repayment schedule from time to time based on the requirements of HSC Section 34191.4(b)and the actual circumstances at the time of the modification. Section 4. The members of the this Board and the officers of the Successor Agency are hereby authorized,jointly and severally, to do any and all things which they may deem necessary ur advisable Vu effectuate this Resolution. PASSED. APPROVED AND AD[)PTED by the Board of Directors of the Successor Agency oia meeting held on the_ 24lhdayofFebrlua!y. 2014. AYES: Board Members: NOES: Board Members: ABSENT: Board Members: Chair ATTEST: Secretary Resolution Number SA1 4-02 STATE OF CALIFORNIA ) COUNTY OF ORANGE )SS CITY{]F SEAL BEACH ) |' Linda D*vne, Secretary 0o the Successor Agency 8u the Seal Beach Redevelopment Agenuy, hereby certify that the foregoing resolution in the original copy of Resolution Numbar _SA14-02_ is on file in the office of the City C!ork, pauoad, appnovud, and adopted by the Board of Directors of the Successor Agency, held on the 24th L_day . 2014. Secretary SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Relcase ("Agreement") is entered by and between: (a) Bay City Partners LLC, a California limited liability company (Also known as Bay Cities Partners, LLC} ("Bay City"), on behalf of itself and its successors, successors-in- interest and assigns,on the one hand; and (b) The City of Seal Beach, a municipal corporation; the City of Seal Beach Redevelopment Agency and the City of Seal Beach Planning Commission (collectively, "City") on behalf of themselves and each of their agencies, divisions, departments, attorneys, staff members,agents and representatives, on the other. The Agreement shall be effective as of March 16, 2011 ("Effective Date"). The Agreement is entered into with respect to the following facts: RECITALS A. Bay City represents that it holds fee title to vacant land of approximately 10.697 acres located between First Street and the San Gabriel River, and between Marina Drive and the City beach in the City,as shown on Exhibit A attached hereto (the "Property"). Bay City's Proposed Residential Project B. Bay City has owned the Property since approximately May 27, 20 03. Bay City intends to pursue residential development of the Property. C. Bay City seeks to develop a subdivision of 48 residential lots on the Property suitable for single-family detached homes with the balance remaining Open Space (the "Proposed Residential Project"). Such lots will be located on the Property generally and largely north of the westerly prolongation of the southern right-of-way boundary of Central Way as shown specifically on Exhibit B attached hereto (the "Proposed Residential Project Area"). Exhibit C-1 attached hereto is the legal description ("Legal Description") of the Proposed 57284-1007\133905M.doc 1 r Residential Project Area. The Proposed Residential Project is shown on plans submitted to the City and is attached hereto as Exhibit C-2("Proposed Residential Project Plans). D. Beginning before 2009, Bay City applied to the City for some of the land use and other entitlements and permits required by the City for the Proposed Residential Project. These land use and other entitlements and permits consist of: (1) Certificate of Compliance 2009-01, approved and recorded March 10, 2009 as Instrument No. 2049000109534 in the Official Records, Orange County, California; (2) Certificate of Compliance 2010-01, approved and recorded August 27, 2010 as Instrument No. 2010000419498 in the Official Records, Orange County, California; and (3) Lot Line Adjustment,approved December 2010. E. Bay City seeks to obtain all land use and other entitlements and permits from the City required by the City and other agencies for the Proposed Residential Project. Bay City also wishes to obtain a coastal development permit ("CDP) from the California Coastal Commission ("Coastal Commission") for the Proposed Residential Project. F. In furtherance of this effort, Bay City intends to submit, on or before March 31, 2011, or as soon thereafter as reasonably possible, the remaining applications for all land use and other entitlements and permits required by the City for development of the Proposed Residential Project. G. The remaining portion of the Property, not included in the Proposed Residential Project Area, lies generally and largely south of the westerly prolongation of the southern right- of-way boundary of Central Way as shown more specifically on Exhibit D attached hereto (the "Open Space"). The City's River's End Project H. The City seeks to refurbish and improve its River's End Staging Area and San Gabriel River Bike Trail through its River's End Staging Area and San Gabriel River Bikeway Enhancement Plan (the "River's End Project"). Much of the River's End Project is located on property adjacent to the southwesterly boundary of the Property. -2- S7284-1007`1339052v2.doc 1. A segment of the bike trail that is part of the River's End Project crosses onto the Property along the San Gabriel River at the Property's westerly property line, as shown on Exhibit E attached hereto (the "Bike Trail Parcel"). The City wishes to acquire the Bike Trail Parcel from Bay City for the River's End Project. The City has not filed a complaint in eminent domain to acquire the Bike Trail Parcel. J. In April 2005, the City successfully applied to the Rivers and Mountain Conservancy for a grant to help fund the River's End Project (the"RMC Grant"). K. In 2010, the City submitted an application to the Coastal Commission for a CDP for the River's End Project. L. On October 26, 2010, Bay City submitted an objection to the Coastal Commission opposing the Commission's issuance of a CDP to the City for the River's End Project. Bay City asserted that portions of the River's End Project are located on the Property. M. In November 2010, the Coastal Commission staff deemed the City's application for a CDP for the River's End Project incomplete. Bay City's Challenge to the River's End Project in the CEQA Lawsuit N. On April 19, 2010, Bay City filed a petition for writ of mandate and complaint for declaratory and injunctive relief against the City, pursuant to the California Environmental Quality Act ("CEQA Lawsuit").) The CEQA Lawsuit is entitled Bay City Partners LLC v. City of Seal Beach, et at (Change County Superior Court Case No. 30-2010 00364553). In the CEQA Lawsuit, Bay City sought to challenge the City's certification of a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the River's End Project. O. On February 1, 2011, the Court entered Judgment in the CEQA Lawsuit. The Judgment granted Bay City's petition in part and denied it in part. On February 1, 2011, the Court issued a Writ of Mandate directed to the City. On March 1, 2011, Bay City appealed the Judgment denying its petition in part. -3- S7284-1007\13390SM.doc The City's Condemnation Lawsuit P. On September 23, 2009, the City filed a complaint in eminent domain entitled City of Seal Beach v. Bay City Partners LLC, et al. (Orange County Superior Court Case No. 30- 2009 00305309) ("Condemnation Lawsuit"). In the Condemnation, Lawsuit, the City sought, among other things, to acquire two portions of the Property located at First Street and Ocean Avenue. In particular, the City sought to acquire: (1) A portion of Orange County Assessor's Parcel Numbers 043-171-02 and 043-172-13, as shown on Exhibit F attached hereto, in fee simple, reserving therefrom that non- exclusive easement for transportation of oil, gas and water, as more particularly set forth in that certain Easement Agreement dated February 17, 2009 and recorded November 2, 2009, as Instrument No. 2009000593882 in the Official Records, Orange County, California (the "Driveway Parcel"). The City asserted that it sought to acquire the Driveway Parcel for an access road- (2) A portion of Orange County Assessor's Parcel Numbers 043-171-02 and 043-172-13, as shown on Exhibit G attached hereto, in fee simple, reserving therefrom that non- exclusive easement for transportation of oil, gas and water, as more particularly set forth in that certain Easement Agreement dated February 17, 2009 and recorded November 2, 2009, as Instrument No. 2009+000593882 in the Official Records, Orange County, California (the "Sewer Parcel"). The City asserted that it sought to acquire the Sewer Parcel for a sewer maintenance area. Q. The City asserted that it sought to acquire the Driveway Parcel for a public access roadway from First Street and Ocean Avenue to the public parking lot that serves the River's End Project. The City further asserted that it needed the Driveway Parcel in order to maintain public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street parking lot,and the River's End Caf6. R. The City asserted that it sought to acquire the Sewer Parcel for a sewer maintenance area to maintain an existing City sewer line. -4- S7294-1007\1339052v2.doc The Settlement S. The intentions of Bay City and the City in entering this Agreement include, without limitation: (1) Good faith consideration of land use and other entitlements and permits for Bay City's Proposed Residential Project, including issuance of a CDP from the Coastal Commission; (2) Compensation of Bay City for the transfer to the City of fee title to the Driveway Parcel, the Sewer Parcel, the Bike Trail Parcel, and the Open Space as promptly as possible; (3) Resolution of all existing, current disputes and litigation between Bay City and the City,finally and completely; (4) Approval and issuance of a CDP from the Coastal Commission for the City's River's End Project; and (5) Transfer of fee title to the Open Space, including the Driveway Parcel, the Sewer Parcel, and the Bike Trail Parcel, to the City upon the triggering event described in the Agreement. NOW, THEREFORE, BASED ON THESE FACTS, AND IN CONSIDERATION FOR THE COVENANTS SET FORTH BELOW, BAY CITY AND THE CITY AGREE AS FOLLOWS: 1. Concurrent with the Effective Date of the Agreement: The parties agree that, within fourteen(14)days of the Effective Date of the Agreement: A. City's Obligations Concurrent With the Effective Date: (1) $900,000 Payment. The City shall pay the amount of$900,000 to Bay City concurrent with the Effective Date of the Agreement. Such $900,000 payment to Bay City is non-refundable. Bay City shall have no obligations hereunder unless and until such timely payment occurs. The City shall not be entitled to a refund or reimbursement of any portion of such payment. In particular, there shall be no refund or reimbursement of such -5- 57284-1007\1339052v2.doc payment, regardless of whether or when the Proposed Residential Project is approved by the City or the Coastal Commission as discussed in paragraphs 2 and 4, below. The $900,000 payment shall be payable by check to Bay City Partners LLC- (2) Dismissal of the Condemnation Lawsuit. The City shall dismiss the Condemnation Lawsuit without prejudice. The Condemnation Lawsuit may be re-filed, if at all, only in accordance with paragraph 4,below. The City acknowledges that such dismissal may result in an obligation on the City's part to reimburse Bay City's ordinary court costs (but not attorneys' fees) under Code of Civil Procedure section 1032. The parties estimate and agree that such ordinary costs are less than$10,000. (3) Indemnity. As a material term of the Agreement and the Lease, the City shall indemnify, save, hold harmless and defend Bay City, its members and its successors, successors-in-interest and assigns from any and all claims, costs, causes of action, and liability for any damages, personal injury or death which may arise, directly or indirectly, from the use of the Driveway Parcel, the Bike Trail Parcel or the Sewer Parcel by the City or the public. AM&` iOF (4) Insurance. As a material term of the Agreement and the Lease, within fourteen(14)days of entering the Lease, the City shall provide Bay City with evidence of insurance coverage carrying an annual aggregate limit of $2,5+00,000 for the Driveway Parcel, the Bike Trail Parcel,and the Sewer Parcel. B. Bay City's Oblieations Concurrent With the Effective Date: (1) Lease of the Driveway Parcel and the Bike Trail Parcel. Concurrent with the $900,000 payment described in paragraph LA(1), above, the City and Bay City will enter a lease for the Driveway Parcel and the Bike Trail Parcel (the"Lease"), based on the terms sheet attached hereto as Exhibit H. Under the Lease, Bay City will lease the Driveway Parcel and the Bike Trail Parcel to the City. The City and Bay City agree that the term of the Lease will commence on March 31, 2011. The City and Bay City agree that the term of the Lease will terminate on the earlier of: -5- 57284-1007\1339052v2.doc (a) March 31,2015; or (b) Conveyance of the Driveway Parcel and the Bike Trail Parcel to the City pursuant to the transaction described in paragraph 5.13,below; or (c) If the Coastal Commission denies or declines to process further the Proposed Residential Project, then thirty (30) days thereafter such denial or declination. (Bay City shall determine, in its sole discretion, whether a Coastal Commission denial or declination has occurred. Bay City shall promptly notify the City in writing of such determination.) (2) Irrevocable Easement for the Sewer Parcel. Upon Bay City's receipt of the $900,000 payment described in paragraph I.A(I), above, Bay City will convey to the City an irrevocable easement for the Sewer Parcel (the "Irrevocable Easement"). The Irrevocable Easement shall be for sewer access, construction and maintenance purposes only. The City shall be entitled to keep the Irrevocable Easement. In particular, the City shall not be required to reconvey to Bay City, or abandon the Irrevocable Easement regardless of whether or when the Proposed Residential Project is approved by the City or the Coastal Commission as discussed in paragraphs 2 and 4,below. (3) Dismissal of the CEQA Lawsuit. Upon Bay City's receipt of the $900,000 payment described in paragraph 1.A(1), above, Bay City shall also: (a) dismiss its appeal filed on March 1, 2011 in the CEQA I,awsuit; and (b) authorize its attorneys to enter into and execute a stipulation regarding the City's return to the February 1, 2011 Writ of Mandate. (4) Cooperation on the River's End Project. Upon Bay City's receipt of the $900,000 payment described in paragraph 1.A(1), above, Bay City shall also: (a)withdraw its opposition with the Coastal Commission to the City's application for a CDP for the River's End Project; and (b) take reasonable steps, upon written request from the City, to: (i)assist the City in obtaining a CDP from the Coastal Commission for the River's End Project; and (ii) assist the City in expediting the River's End Project to help the City avoid losing the -7- 57284-1007\1339052v2.doc RMC Grant. For purposes of Bay City's obligation to take "reasonable steps" to assist the City, "reasonable steps"shall not require Bay City to spend any money or pay any money to the City. 2. Concurrent Upon Bay City's Proposed Residential Project Application: The parties further agree as follows: A. Bay City's Obligations Concurrent With Bay City's Proposed Residential Project Application: Bay City will submit to the City the necessary applications, information and documents for all land use and other entitlements and permits that the City requires for the Proposed Residential Project within the time frame described in paragraph F of the Recitals, above. B. City's Obligations Concurrent With Bay City's Proposed Residential Project Application -_City Consideration of Proposed Residential_Project: (1) Consideration. Although the City cannot guarantee approval of the Proposed Residential Project or any of Bay City's applications for land use and other entitlements and permits for the Proposed Residential Project, Bay City and the City's staff expect that such consideration of the Proposed Residential Project will occur, and as a matter of fact, mutually represent to one another that such consideration is foreseeable, reasonable, and expected. The parties further acknowledge that all obligations of Say City in this paragraph 2A shall be contingent on such timely consideration. (2) In furtherance of consideration of the Proposed Residential Project, the City specifically agrees as follows: (a) The City's staff shall use each of his or her best efforts to secure consideration of (i) the Proposed Residential Project as shown on the Proposed Residential Project Plans; and(ii)Bay City's applications for land use and other entitlements and permits for the Proposed Residential Project subject to CEQA analysis, findings, and mitigation measures; -8- 57284-1007\1339052v2.doc (b) The City's staff shall each recommend to the Planning Commission and City Council that the City's staff in good faith considered the Proposed Residential Project and Bay City's applications for land use and other entitlements and permits for the Proposed Residential Project; (c) The City's staff shall work diligently and in good faith with Bay City to expeditiously accomplish consideration of the Proposed Residential Project and Bay City's applications for land use and other entitlements and permits for the Proposed Residential Project upon Bay City's submission of the applications, information and documents necessary for processing approval; (d) The City shall process expeditiously and in good faith the applications, information and documents for the Proposed Residential Project. The City shall expedite the processing of any current applications for land use and other entitlements and permits for the Proposed Residential Project already on file with the City and any future applications that Bay City may submit to the City for the Proposed Residential Project, according to a schedule developed by the parties. (3) Terms of Approval. In connection with such approval, the City specifically agrees: Bay City's conveyance of the Open Space to the City discussed in paragraph S.B,below, satisfies a]l of the following possible exactions for the Proposed Residential Project: (a) Park fees("Quimby fees"); (b) Park improvement obligations; (c) Affordable housing requirements (either in lieu fees or on- site improvements); In no event shall the City require or impose additional park fees ("Quimby fees"); additional park improvement obligations; or additional affordable housing requirements (either as in lieu fees or on site improvements) for the Proposed Residential Project. The parties will amend the existing reimbursement agreement between the parties to -9- 52284.1002t1339052v2.doc reduce planning staff overhead charges from 17.5% to 8% for the Proposed Residential Project. The City waives the Transportation Facilities Fee for the Proposed Residential Project. (4) Hearing on Project, On or about March 31, 2012, or as soon thereafter as the City concludes is reasonably and legally possible, and subject to Bay City's timely submittal of all necessary applications, studies, reports and plans, the City Council will hold a hearing for final action on approval of the Proposed Residential Project and Bay City's applications for land use and other entitlements and permits for the Proposed Residential Project. (a) At the hearing, the City Council will consider, among ether things: the terms of the Agreement; Bay City's desire to facilitate prompt approval of the Proposed Residential Project; and the fact that the parties have settled current disputes and litigation between the parties through the Agreement. (b) After all legally necessary and appropriate notices and deliberations, the City Council may issue a final approval of the Proposed Residential Project and Bay City's applications for land use and other entitlements and permits for the Proposed Residential Project. (e) Nothing herein shall be deemed to constrain or limit the City's legislative discretion. a (5) The City agrees that the "sitting area" shown on the River's End Project plans, attached hereto as Exhibit I, shall be moved to a location south of the westerly prolongation of the southerly right-of-way of Central Way to allow 3,504 square feet of the San Gabriel River bike path to be incorporated into the Proposed Residential Project at no cost to the City. 3. If And When the City Approves the Proposed Residential Project: If and when the City Council approves the Proposed Residential Project discussed in paragraph 2, above, the City agrees to: (a) take reasonable steps to assist Bay City in obtaining a CDP from the Coastal Commission for the Proposed Residential Project; (b)testify on behalf of Bay City in favor of a CDP for the Proposed Residential Project before the Coastal Commission at any -1D- 57284.100711339052v2.doc hearing; and (c) if legally permissible, be a co-applicant with Bay City for a CDP from the Coastal Commission for the Proposed. Residential Project and removal by the City of the fence surrounding the Open Space to be conveyed to the City upon receipt of a CDP by Bay City and Construction by the City of a replacement fence along the new common property line. For the purposes of City's obligations in this paragraph 3 to assist Bay City, such obligations shall not require City to spend any money or pay any money to Bay City (other than the cost associated with the fence). 4. If No City Approval of the Proposed Residential Project: If the City does not approve the Proposed Residential Project,then the parties have no obligations under paragraph 5, below, of the Agreement. Instead, the City shall promptly consider acquiring through negotiation or eminent domain, if necessary, the Driveway Parcel and the Bike Trail Parcel. In the event the City Council authorizes the acquisition by eminent domain of the Driveway Parcel and the Bike Trail Parcel, Bay City and its assignees waive any and all claims associated with the adoption of a resolution of necessity, right to take, precondemnation activities and any other claims or defenses previously waived in the eminent domain matter identified in Recital P and not related to valuation of the subject interests. The City agrees that the larger parcel for the Driveway Parcel is as previously stipulated in the eminent domain matter identified in Recital P. Such acquisition shall seek to acquire not only the Driveway Parcel and the Bike Trail Parcel as well. 5. Concurrent With the Coastal Commission's Issuance of a CDP for the Proposed Residential Project: Promptly upon the Coastal Commission's issuance of a CDP to Bay City for the Proposed Residential Project,the parties agree as follows: A. City's Obligations Concurrent With Issuance of a CDP for the Proposed Residential Project: (1) $1,100,040 Payment. The City will pay the amount of$1,100,000 to Bay City or its successors, successors-in-interest and assigns immediately upon recording of the deed described in paragraph B, below. -11- S7284-1007\1339052v1doc (2) Donation Tax Credit. The City agrees that Bay City may take a donation credit for tax purposes for all of the land Bay City transfers to the City under the Agreement. The donation credit may be for the difference between Bay City's appraised value for the land transferred and the total cash compensation of$2,000,000 paid to Bay City for the land transferred. The City's agreement to the donation credit and to use of Bay City's appraised value does not obligate the City to agree with Bay City's appraised value. (3) Transfer of City-Owned Property. The City will convey by quitclaim deed to Bay City fee simple title to approximately 7,000 square feet of land that the City owns adjacent to the corner of Marina Drive and First Street shown on and legally described in Exhibit K attached hereto ("City-Owned Property"). B. Bay City's Obligations Concurrent With Issuance of a CDP for the Proposed Residential Project--Purchase and Sale A.11reement for Open Space: The City and Bay City will enter a purchase and sale agreement that contains all of the standard provisions (the "Purchase and Sale Agreement"), including a provision awarding attorneys' fees, costs and expenses to the prevailing party in any action or proceeding instituted to interpret or enforce any of the terms or provisions of the Purchase and Sale Agreement. Pursuant to the Purchase and Sale Agreement, Bay City will convey to the City, by quitclaim deed, fee title to all of the land described in Exhibit D attached hereto and identified as the "Open Space." The Open Space that Bay City will convey to the City by quitclaim deed consists of: (1) All of the land south of the westerly prolongation of the southern right-of-way boundary of Central Way, except ±1,200 square feet of land within the Proposed Residential Project Area south of the westerly prolongation of the southern right-of-way boundary of Central Way as shown and identified on Exhibit 3 attached hereto. (2) The Driveway Parcel; (3) The Sewer Parcel; and (4) The Bike Trail Parcel. -12- 57284-1007N1339052v2.doc The City agrees that Bay City's conveyance of the Open Space to the City shall be for the purpose of future open space and park uses. The quitclaim deed from Bay City to the City conveying the Open Space to the City will include a deed restriction limiting the uses of the Open Space to open space and park uses. The City may allow Bay City or its successors, successors-in-interest and assigns limited grading on the "Open Space" parcel as part of the review and approval process as shown on Exhibit C-2. 6. If No Issuance of a CDP By the Coastal Commission for the Proposed Residential Proiect: If the Coastal Commission does not issue a CDP to Bay City for the Proposed Residential Project, the parties shall have no obligations under paragraph S, above, of the Agreement. 7. DOOR Oil and Gas License and Easement: A. Bay City and its assignees shall retain all rights to and interests in the easement for transportation of oil, gas and water, as more particularly set forth in that certain Easement Agreement dated February 17, 2009 and recorded November 2, 2009, as Instrument No. 2009000593882 in the Official Records, Orange County, California, and as shown on Exhibit L attached hereto("DCOR Easement"). B. Bay City and its assignees shall retain all rights to and interests in the oil and gas license with Dos Cuadras Offshore Resources, LLC ("DCOR") or its successors as shown on Exhibit M attached hereto,and located within the DOOR Easement. C. The City agrees that it will not (a) interfere with or impede the normal course of business under either the license with DCOR or the DCOR Easement; or (b) interfere with any of the pipelines existing under either the license with DCOR or the DCOR Easement. 8. Standard Provisions: A. Entire Agreement. The Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties, and supersedes and replaces all prior negotiations, proposed agreements, and agreements, whether written or oral, express or implied, -13- S7284-1007\1339052v2.d ac of any type whatsoever. Each of the parties hereto acknowledges that neither any other party hereto, nor any agent or attorney of any other party has made any promise, representation or warranty whatsoever, expressed or implied, not contained herein concerning the subject matter hereof to induce it to execute the Agreement, and acknowledges and warrants that the Agreement is not being executed by such party in reliance on any promise, representation or warranty not contained herein. B. Mutual Release. (1) Bay City, for itself and each of its agents, representatives, heirs, executors, administrators, co-owners, co-tenants, subtenants, successors, successors-in-interest, assigns past and present, officers, directors, partners, trusts, trustees, members, contractors and subcontractors, and each of them,hereby releases and discharges the City, and each of its agents, representatives, heirs, executors, administrators, co-owners, co-tenants, subtenants, successors, successors-in-interest, assigns past and present, officers, directors, partners, trusts, trustees, members, contractors and subcontractors, and each of them, from any and all claims, demands, actions, causes of action, obligations, liabilities, losses, debts, contracts, covenants, duties, damages, expenses, costs, costs on appeal and charges of whatever kind, whether known or unknown, suspected or unsuspected, which exist or may exist as of the Effective Date of the Agreement regarding and/or arising from or pertaining to: (a)the Condemnation Lawsuit; and (b)the CEQA Lawsuit. (Z) The City, on behalf of itself and each of its agents, representatives, heirs, executors, administrators, co-owners, co-tenants, subtenants, successors, successors-in- interest, assigns past and present, officers, directors, partners, trusts, trustees, members, contractors and subcontractors, and each of them, hereby releases and discharges Bay City, and each of its agents, representatives, heirs, executors, administrators, co-owners, co-tenants, subtenants, successors, successors-in-interest, assigns past and present, officers, directors, partners, trusts, trustees, members, contractors and subcontractors, and each of them, from any and all claims, demands, actions, causes of action, obligations, liabilities, losses, debts, contracts, -1.4- S7284-1007\1339052v2.doc covenants, duties, damages, expenses, costs, costs on appeal and charges of whatever kind, whether known or unknown, suspected or unsuspected, which exist or may exist as of the Effective Date of the Agreement regarding and/or arising from or pertaining to: (a)the Condemnation Lawsuit; and(b)the CEQA Lawsuit. C. Civil Code Section 1542. The parties hereto acknowledge that they are familiar with section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. The parties hereto, and each of them, waive and relinquish all rights and benefits to the full extent that they may lawfully waive all such rights and benefits as existed or currently exist, but such waiver shall not apply to such claims as may arise in the future. D. Attorneys' Fees,Costs and Expenses. (1) Each party shall hear its own attorneys' fees and litigation expenses. � In any action or proceeding instituted to interpret or enforce any of the terms or provisions of the Agreement, the prevailing party or parties shall be entitled to attorneys' fees, court costs and expenses incurred by the prevailing party in connection with such action or proceeding. E. Successors and Assigns. The Agreement shall inure to the benefit of and be binding upon each party hereto, including each party's respective agents, representatives, heirs, administrators, executors, successors,successors-in-interest, and assigns. -15- S7284-10071,13390522.dnc F. Counterparts. The Agreement may be executed in one or more counterparts, each of which, when taken together, shall constitute a completely executed original. The counterparts may be transmitted by facsimile, which shall be deemed original signatures. G. Authority. (1) Bay City warrants and represents that each signatory to the Agreement on behalf of Bay City has authority to sign the Agreement in his or her representative capacity. Similarly, the City warrants and represents that its signatory has authority to sign the Agreement on behalf of the City. (2) Each of the undersigned represents and warrants that he, she or it is fully authorized to enter the Agreement on behalf of his, her or its principal, and to bind such principal to the terms set forth herein without further ratification or approvals. H. Resolution of Disputes. Pursuant to Code of Civil Procedure section 664.6, the parties agree that the Orange County Superior Court will retain jurisdiction over the parties and the Agreement. The Court shall resolve all disputes, controversies and claims relating to the Agreement and the obligations of the parties under it. The disputes, controversies, and claims covered by this paragraph include, without limitation, any dispute sounding in contract or tort, any dispute as to the making, validity, interpretation, reformation or enforceability of the Agreement, and any dispute seeking legal,equitable, provisional or permanent relief relating to the Agreement. I. Notice. (1) if to the City: City of Seal Beach With Copy To: 211 8th Street Quinn Barrow, Esq. Seal Beach, California 90740 Richards, Watson&Gershon Attn: City Manager 355 South Grand Avenue,40th Floor Los Angeles, California 90071-3101 Email: Qbarrow(&nyglaw.com Fax No.: (213)626-0078 -16- 57284-1007\1339052v2.doc (2) If to Bay City: Bay City Partners LLC With Copy To: 2999 Westminster Avenue, Suite 211 John C. Murphy, Esq. Seal Beach, California 90740 Murphy& Evertz LLP Attn: Rocky Gentner 650 Town Center Drive, Suite 550 Email: Rockygggentnerandcompany.com Costa Mesa, California 92626 Email: imurphyaa,murphyevertz.com Fax No.: (714)277-1777 J. Jurisdiction. The Agreement shall be deemed by the parties to have been executed and delivered within the State of California, and the rights and obligations of the parties hereto shall be construed and enforced in accordance with, and governed by, the laws of the State of California. K. Venue. The parties hereto agree that any action, suit, claim or other proceeding of any type that may be prosecuted, initiated or attempted in connection with the Agreement, shall be brought in the Superior Court for the State of California, County of Grange. L. Construction. Each party has cooperated in the drafting and preparation of the Agreement, or has had the opportunity to do so. Hence, the normal rule of construction to the effect That any ambiguities are to be resolved against the drafting party will not be employed in any interpretation of the Agreement. M. Severability. In the event any part of the Agreement should be found invalid, unenforceable or nonbinding,the remaining portions will remain in force and fully binding. N. Waiver of Breach. The waiver by any party of any breach of any term in the Agreement shall not be construed as a waiver of any subsequent breach. -17- 57284-1007\13 3905 M.d cc D. Voluntary Agreement. Each party hereto acknowledges and warrants that such party has been represented by counsel of its own choice throughout all negotiations which preceded the execution, of the Agreement. Each party has read or has had read to such party the Agreement, and has had it satisfactorily explained to such party by counsel representing such party. Accordingly, each party is satisfied with the settlement contained herein and has signed the Agreement voluntarily. IN WITNESS WHEREOF, the City and Bay City cause the Agreement to be executed. Dated: �(y _ , 2011 CITY OF SEAL BEACH, A municipal corporation By: 4"qv ichael Levitt Mayor of City of Seal Beach Dated: r/'�J ,2011 SEAL BEACH REDEVELOPMENT AGENCY By: CT/ David Sloan Chairman Dated: 12011 BAY CITY PARTNERS LLC, A California limited liability company By: Rocky Gentner Member -18- 57284-1007\133905M.doc Dated: ,2011 BAY CITY PARTNERS LLC, A California limited liability company By: Bob Griffith Member Dated: / , 2011 BAY CITY PARTNERS LLC, A California limited liability company By; J es Parkhurs ember Dated: . / , 2011 CITY PARTNERS LLC, A California limited liability company By: Br' yle Member Dated: '" [ �P � , 2011 BAY CITY PARTN S LLC, A California limite liability company By: Cindy Atkinon Member APPROVED AS TO FORM: Dated: 3 / 6' , 2011 CITY OF SEAL BEACH, A municipal corporation By: Quinn M. Barrow City Attorney of City of Seal Beach -19- 57284-1007\1339052v2.doc EXHIBIT A BAY CITY PARTNERS LLC THE PROPERTY r The Pl' A-1 Exhibit Lc&Deacription of Property PARCEL 1: LOTS 1,2 AND 3 IN BLOCK 100 OF TRACT NO.69k IN THE CITY OF SEAL BEACH,COUNTY OF ORANOE, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 31, PAGE 27 OF MISCELLANEOUS DAPS,IN THE OFFICE OF 7I1E COUNTY RECORDER OF SAID COUNTY. EXCEPT THAT PORTION INCLUDED IN THE FINAL ORDER OF CONDEMATION RECORDED MARCH 23, 1977 IN BOOK 12115.PAGE 201,OFFICIAL RECORDS. SAID LAND IS INCLUDED WITIEN THE AREA SHOWN ON A MAP FIL.l3D IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANOE COUNTY, IN BOOK 90, PAGES 23 TO 30 INCLUSIVE OF RECORD OF SURVEYS, PARCEL 2; THAT PORTION OF TIDE LAND LOCATION NO. 137(SURVEY NO. 106) AS PATENTED BY THE STATE OF CALIFORNIA ON FEBRUARY I2, 1901 AND REG'ORDED APRIL 27, 1901 IN BOOK 9. PARE 103 OF PATEN'S, RECORDS OF LAS ANGELES COUNTY AND RBCOIRDFA SEPTEMBER S. 1905 IN BOOK 1. PAGE 231 OF PA'T'EMTS, RECORDS OF ORANGE COUNTY DESCiRTBM AS FOLLOWS: BEGINNING AT STATION 49 OF THE BOUNDARY SURVEY OF THE RANCHO LOS ALAMIPOS.AS PER MAP RTiCORDED IN BOOK I,PAGES 460,461 AND 462 OF PATENT'S OF SAID L03 ANGELES COUNTY;THENCE MONO SAID BOUNDARY NORTH 6S0 00'04"WEST 230.47 FEET TO A LINE PARALLEL WITH AND 200.00 FELT NORTHWESTERLY FROM THE RANCHO LINE BETWEEN BOUNDARY STATIONS 49 AND SO; THENCE ALONG SAM PARALLEL LINE NORTH 540 48'00" EAST 1 226.40 FEET TO A L.l'ME PARALLEL EL WITH AND 30.00 FEET SO[TiTiVJPSTFRL,Y FROM THE SOUTHWESTERLY LINE OF THE 200 FOOT STRIP OF LAND DESCRIBED IN QUITCLAIM DEED TO THE PACIFIC BLBCTR.IC RAILWAY COMPANY RBCORDED FEBRUARY 21, 1934 IN BOOK 314, PAGE 44 OF DEEDS OF SAID ORANGE COUNTY;THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 420 IF 00"EAST 20I32 FEE I TO SAID RANCHO LINE;THENCE SOUTH S4"4V 00"WEST 1 136.60 FEET TO THE PONE OF BEGINNING. EXCEPT THEKEPROM THAT PORTION LTWO NORTHF.ASTMLI Y OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES RECORDED IN BOOK 426,PAGE 378 OF DEEDS, OFFICIAL RECORDS OF SAID ORANGE COUNTY, AND SUBSEQUENTLY RELJNQUISHED'ISO THE CTIY OF SEAL BEACH BY INSTRUMENT RBOORDED IN BOOK 700, PAGE 260 OF OFFICIAL.RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THIS BOUNDARY LINE BETWEEN STATIONS 49 AND 50 OF SAID RANCHO LOS AL"170S,DISTANT NORTH S40 48'00"EAST 213.77 FEEL'FROM SAID STATION 49, THENCE NORTH 4311 S6'OO" WEST 202..36 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHWESTERLY 200.00 FEET PROM SAID BOUNDARY LIMB; THENCE NORTH 34'48'00" EAST 80.94 FEET ALONG SAID PARALLEL LINE;T'HR4CE SOUTH 430 56' 00" FAST 202.36 FEEL TO SAID BOUNDARY L.IM THENCE SOUTH $4.48,00" WLST 80.94 FEET ALONG SAID BOUNDARY LM TO THE POINT OF BEGINNING. �3W 1OK7a A-1 HW�14nlgvd SAID LAND IS INCLUDED WITHIN THE AREA SHOWN AS PARCEL A IN LICENSE SURVEYORS MAP OF THE TIDELANDS EAST OF NAPLES FILED IN BOOK 2,PAOSS 47 AND 48 OF RECORD OF SURVEYS. IN THE DFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF ORANGE. PARCEL 3: THAT PORTION OF nEE SOUTH HALF OF SECTION 1I, TOWNSHIP 3 SOUTH. RANGE 12 WEST, INCLUDED WMUN' LOT C-1 OF THE RANCHO LOS ALAMTTO& IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA,AS PER MAPS I AND 2 FILED M DECREE OF PARTITION IN THE SUPERIOR COURT OF CALIFORNIA IN AND FOR TIE COUNTY OF LOS ANGELES,CASE NO, 13527,A CERTIFIED COPY OF THE FINAL DECREE OF SAID CASE HA'VINQ BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14,PAGE 31 OF DEEDS. IN THE OFFICE OF THE COUW Y RECORDER OF SAII7 ORANGE COUNTY,DESCRIBED AS FOLLOWS; BEGINNING AT STATION 49 OF SAID RANCHO LOS ALAMITOS,THEME NORTH$40 42'05" EAST 213.27 FEET ALONG THE WESTERLY BOUNDARY OF SAID RANCHO TO THE SOUTHWESTERLY LINE OF MARINA DRIVE.AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 4315, PAGE ID7 OF DEEDS OF SAID ORANi3E COUNTY;'THEWM ALONG SAID SOUTHWESTERLY LINE SOM 44°02" FAST 33.50 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NOR'T'HEAST HAVING A RADIUS OF 940 FEET; THRICE SOUTHEAS'T'ERLY 123.71 FEET ALONG SAID CURVE TO THE NORTHEASTERLY PROLONGATION OF THE NOR77 WESTERLY LINE OF FIRST STREET,AS SHOWN ON A MAP OF BAY CITY RECORDED IN BOOK 3, PAGE 19 OF MISCELLANBOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;THENCE SOUTH 31 17 50" WEST 137.49 FEET ALONG SAID PROLONGATION TO THE SOEn7fWESTERLY LINE OF SAID LOT C-1; THENCE NORTH W 02' 10" WEST 240.00 FEET TO THE POINT OF BEGINNINCI, EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION RECORDED MARCH 23. 1977 IN BOOK 12113,PAGE 201,OFFICIAL RECORDS. PARCEL 4: THAT PORTION OF BLOCK B OF BAY CRY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED TN BOOR 3, PAGE 19 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID CCIUNTY LYING NORTHWESTERLY OIL THE SOtI'13WESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF FIRST STREET AS SHOWN ON SAID MAP. EXCEPT THAT PORTION TWEOF L'YM NORTHE'.ASTE ELY OF THE SOUTWEMMLY LINE OF OCEAN AVENUE AS DESClTMED IN THE DEED TO SAID CITY RECORDED JANUARY 23,1932 IN BOOK 536,PAGE 49 OF OFFICIAL RECORDS, ALSO EXCEPT?HAT PORTION fiflEREOP LYING SOUTHMLY AND SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINEr 2R3M 101471 A-2 14&0:W319 v6 BEGINNING AT A POINT OF INTERS )CMN OF THE SOLT IVEASTARLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SAID STRELt1'S ARE SHOWN ON 771E MAP OF SAID BAY CITY, T IENCE ALONG 773E SOUTHWESTERLY PROLONGATION OF SAID SOUTHEASTERLY LINE OF FIRST STREET 273.93 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 53"S4"WEST 3333 FEET,THENCE NORTH 22" 51'WEST 366.64 FEET;THENCE NORTH 240 3P EAST 78.78 FEU TO TIE SOUTHWESTERLY LINE OF OCEAN BOULEVARD,AS SHOWN ON SAID MAP. PARCEL 3: THAT PORTION OF BLOCK "B" TOOETlIER WITH THAT PORTION OF "OCEAN AVE." A STREET, IN THE BAY C17Y TRACT,IN THE CITY OF SEAL BEACH.COUNTY OF ORANGA STATE OF CALIFORN A,AS PER MAP RECORDED IN BOOK 3.PACE 19 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RWORDER OF SAID COUNTY LYING WESTERLY OF TFW SOLt173ERLY PROLONGATION OF THE EASTERLY L NE OF BLOCK "C" OF SAID BAY CITY TRACT DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHWEMIRLY PROLONGATION OF THE NORTE WESTERLY LINE OF FIRST STREET,AS SHOWN ON SAID MAP,WITH THE NORTF ASTERLY LINE OF SAID BLOCK"B"; THENCE NORTH 31. 1 T 00" EAST SM I I FEET ALONG SAID SOUTHWESTERLY PROLONGATION TO THE MOST SOUI71MY CORNER OF SAID BLOCK "C"; THENCE NORTH 55° 4 P 30" WEST 317.36 FEET ALONG THE SOUIHWF..STLRLY LINE OF SAID BLOCK "Co 'ISO THE EASTERLY LINE OF THE LAND DESCRIBED IN THE D® 76 LOS ANGELES COUNTY FLOOD CONTROL DISTWGT RECORDED MAY 20,1933 IN BOOK 612,FACIE 317 OF OFFICIAL RECORDS OF SAD ORANGE COUNTY. THENCE SOUTHERLY ALONG THE SOUTHERLY PROLONGATION OF SAID EASTERLY LINE, APED THE SI&AL BEACH BOUNDARY AGREEWIN!' NO. 2, RECORDED APRIL 8,1968 IN BOOK 8565.PAGE 1 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY TO THE NORTHERLY TBRMD= OF THE AGREENIM LINE BETWEEN THE STATE LANDS COMMISSION AND THE CITY OF SEAL BEACH AND THE CITY OF LOS ANGELES RECORDED AUGUST 9, 1967 IN BOOK 8336 PAGE 954 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY: THENCE SOUTH 24. 31' O0" WEST 60.00 FEET ALONG LAST SAID AGREEMENT LINE TO THE SOUnMWERLY CORNER OF THE LADED DESCRMED IN THE DEED TO THE CITY OF SEAT.BEACH RECORDED JANUARY 23,1932 IN BOOK 536,PACE 49 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY;THENCE SOUTH 6T 66127"EAST 297,06 FWr ALONG THE SOtrI7H ERLY LINE OF SAID LAND OF THE Cr Y OF SEAL BEACH,SAID SOUTHERLY LINE BEING THE SOUnMRLY LINE OF OCEAN AVENUE AS SET FORTH IN RESOLUTION NO 197 BY THE TRUSTEES OF ME CITY OF SEAL.BEACH AND RECORDED IN SAID BOOK 536,PAOE 49 OF OFFICIAL RECORDS,TO THE POINT OF BEGINNING. A PORMON OF SAID OCEAN AVE.WAS VACATED UPON APPLICATION OF THE BAYSIDE LAND COMPANY AND ACTION OF THE TRUSTEES OF THE Cr Y OF SEAL BEACH RECORDED AUOU'ST 18,1914 IN MINUTE BOOK 1l AT PAGE S 1. 2113M 101-97.2 A-3 H&O:W319 r6 PARCEL& BLOCK C OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANM STATE OF CALIFORNIA.AS PER MAP PMORDED IN BOOK 3,PAGE 19 OF MISCF.I.LANBDUS MAPS,IN, THE OFFICE OF THE COUN'T'Y 1RECORM OF SAID COUNTY,AND THAT PORTION OF LOT A-2, IN THE RANCHO LOS AL4MTTOS INCLUDED WrM N SAID CITY OF SEAL I3T~ACH,AS SHOWN ON MAP NO. 1 FTLH7 IN DECREE OF PARTITION IN THE SUPERIOR COURT OF LAS ANGELES COUNTY, CALNORNIA, CASE NO. 13537, 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 ORANCM COUNTY,LYING WMMRLY OF SAID BL=C AND LYING NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTHWESTInY LINE OF SAID BLOCK C. EXCEPT FROM THE ABOVE DESCRIBM PORTION OF SAID LOT A-2 THAT PORTION THEREOF LYING WESTERLY AND SOUTHERLY OF THE FOLLOWINO DESCRIBED IJNE: BBGINNlN© AT A POINT NORTH 65'00'00w WEST,330.00 FEET FROM STATION NO.49 OF THE PATENT BOUNDARY LINE OF THE RANCHO LOS AI.A?AYM 8F-.AWG IN THE NORTHEASTERLY LINE OF SAID BLOCK"C"AND ON THE EASTERN SHORE OF THE INLET FROM THE PACIFIC OCEAN TO ALANGTOS BAY,THENCE SOUTH 12'04'OD"WEST.34780 FEET;THENCE SOT,ITH 6.OD'00"WEST,69.95 FEET;THENCE SOUTH 29' 1S'00'EAST,38.72 FEET TO THE POINT OF IN'TERSBCITON WTrH THE NORTHEASTERLY LINE OF OCEAN AVE., AS SHOWN ON AFORESAID MAP OF BAY CI'T'Y; THENCE SOUTH 55. 43'W EAST, ALANCI SAID LINE OF OCEAN AVENUE 325.63 FEET TO THE SOUT IE ASTERLY CORNER OF SAID BLOCK"C. ALSO EXCEPT THAT PORTION THEREOF INCLUDED WITITN TRACT 598. AS PER MAP RECORDED IN BOOK 31. PAGE 27 OF MISCELLAN130US MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION RECORDED MARCH 23.1977 IN BOOK 121.15,PAGE 201,O"IC AL R]RCORDS. EXCIFT FROM`SA1D PARCELS 1 THOUGH 6 ALL WATER AND WATER RIGHTS APPURTENANT WHETHER SURFACE OR SUBSURFACE AND ALSO EXCEPT THEREFROM ALL OIL,GAS,AND PETROLEUM,OR OTHER MINERAL OR HYDROCARBON SUBSTANCES, WITHOUT TIC$RR)HT TO ENTER UPON THS SURFACE OF SAID LAND FOR SUCH USE,AS RESERVED BY THE CITY OF LAS ANGELES, A MUNICIPAL 00APORATION,9 IN THE GRANT DEI?D RECORDED MAY 27,2003 AS INSTRUNfENT NO.Z MOD0i6125W,OF OFFICIAL RECORDS. END OF LEGAL DESCRIPTION 2113M9101472 A4 Hko.$0319 A 9 a€ x 3�xR[ `a'I. 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Y °!i#3 JEW �T 212 Cal k e ■�/1�j1� 9+Ftf S9$5r R1��tP �Yi "1!1.., 1Fi g;�!•; ex �} ii'1 §pFF rY.Ami I n i� •Ap �rA 6[��E�s�i�-[a xa Y�f:Yd,�e? {'xi k iiE' ,.EFkgR,C. 4 } 6 j w- r,kFid I§'g�C�$C�� 9 > eR iia ��ii49�� I E �.. �:■rte� -� � �� / g C ii$is [ ®Gdto0QO06 CPO P G90Q © L90 0aaG G-`09 0 ❑ �.� Cai• qi# � �i't �!�'�4!; �_![��g g$� aaa�aPi[C['E#i9`I!=kF[.9[; [g I� !� 6t #$ �a.r=P aa'• iI E °ax I ;!lip, i i i i" ii F ii{tk i fi f ?I F 6g ![ i g¢ tidf. x� did ��� s5 i e" P� 11!i iM • � $O 3I B�2 3FF ki!$ =i =I d _ :it !$, jF k •j$.d I i Ir i i v i zd W, f $ $ I E x � }. All 11 '� i[ Ji'l is if r[ _ � 4 $ �$ P� P:� i 4 F RSR¢J•4 --_--- Mtt SGE '�.�rr.w�s"em� � _ _ _- f1 —__.� ...._.__._.. •uearr.r.xum ---- --°'"�'O "� aaa eP'R raRmoa,ur ' ,' COA S T SURVEYING. INC. ...�` ru _ "X40 rnYS roo++rt a'udL�` S w.. msew mgr 6-8 PN � b �k -if 0�g G6pBG6G6g � x � >e — 3nN3AV NV3.7Q�^ MM ——————— I ,vccir +utim+cx i I 1 II, o r w (o ❑ 15 ntutn M I I d p-1— g If ol�ftfm un I cK*w I § ;m orco tf �yrpcswr a Yy` r 'd`e91yCh7 EXHIBIT 46C-1" LEGAL DESCRIPTION "PROPOSED RESIDENTIAL PROJECT AREA" LOT"D" LOTS 1,2 AND 3 IN BLCOK 100 OF TRACT NO.698,IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 31,PAGE 27 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THAT PORTION INCLUDED IN THE FINAL ORDER OF CONDEMANTION RECORDED MARCH 23, 1977 IN BOOK 12115,PAGE 201,OF OFFICIAL RECORDS. SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY,IN BOOK 90,PAGES 23 TO 30 INCLUSIVE OF RECORD OF SURVEY. LOT"E" THAT PORTION OF TIDE LAND LOCATION NO. 137(SURVEY NO. 106)AS PATENTED BY THE STATE OF CALIFORNIA ON FEBRUARY 12, 1901 AND RECORDED APRIL 27, 1901 IN BBOK 9, PAGE 105 OF PATENTES,RECORDS OF LOS ANGELES COUNTY AND RECORDED SEPTEMBER 5, 1905 IN BOOK 1,PAGE 231 OF PATENTEE,RECORDS OF ORANGE COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE STATION 49 OF THE BOUNDARY SURVEY OF THE RANCHO LOS ALAMITOS,AS PER MAP RECORDED IN BOOK 1,PAGES 460,461 AND 462 OF PATENTS OF SAID LOS ANGELES COUNTY;THENCE ALONG SAID BOUNDARY NORTH 65'00'00"WEST 230.47 FEET TO A LINE PARALLEL WITH AND 200.00 FEET NORTHWWESTERLY FROM THE RANCHO LINE BETWEEN BOUNDARY STATIONS 49 AND 50;THENCE ALONG SAID PARALLEL LINE NORTH 540 48'00"EAST 1226.40 FEET TO A LINE PARALLEL WITH AND 30.00 FEET SOUTHWESTERLY FROM THE SOUTHWETERLY LINE OF THE 200 FOOT STRIP OR LAND DESCRIBED IN QUITCLAIM DEED TO THE PACIFIC ELECTRIC RAILWAY COMPANY RECORDED FEBRUARY 21, 1924 IN BOOK 514,PAGE 44 OF DEEDS OF SAID ORANGE COUNTY;THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 42° 15'00"EAST 201.52 FEET TO SAID RANCHO LINE;THENCE SOUTH 54°48'00"WESTE 1136.60 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION LYING NORTHEASTERLY OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES RECORDED IN BOOK 426,PAGE 378 OF DEEDS,OFFICIAL RECORDS OF SAID ORANGE COUNTY,AND SUBSEQUENTLY RELIQUISHED TO THE CITY OF SEAL BEACH BY INSTRUMENT RECORDED IN BOOK 700, PAGE 260 OF OFFICIAL RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE BOUNDARY LINE BETWEEN STATIONS 49 AND 50 OF SAID RANCHO LOS ALAMITOS DISTANT NORTH 540 48'00"EAST 213.27 FEET FROM SAID STATION 49;THENCE NORTH 43°56'00"WEST 202.36 FEET TO A LINE PARALLEL.WITH AND DISTANT NORTHWESTERLY 200.00 FEET FROM SAID BOUNDARY LINE;THENCE NORTH 54° 48'00"EAST 80.94 FEET ALONG SAID PARALLEL LINE;THENCE SOUTH 43'56'00"EAST 202.36'FEET TO SAID BOUNDARY LINE;THENCE SOUTH 54°48'00-WEST 80.94 FEET ALONG SAID BOUNDARY LINE TO THE POINT OF BEGINNING. SAID LAND IS INCLUDED WITHIN THE AREA SHOWN AS PARCEL A IN LICENSE SURVEYORS MAP OF THE TIDELANDS EAST OF NAPLES FILED IN BOOK 2,PAGES 47 AND 48 OF RECORD OF SURVEYS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF ORANGE. LOT"F" THAT PORTION OF THE SOUTH HALF OF SECTION 11,TOWNSHIP 5 SOUTH,RANGE 12 WEST, INCLUDED WITHIN LOT C-1 OF THE RANCHO LOS ALAMITOS,IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA,AS PER MAPS I AND 2 FILED IN DECREE OF PARTITION IN THE SUPERIOR COURT OF CALIFORNIA IN AND FOR THE COUNTY OF LOS ANGELES,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, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT STATION 49 OF SAID RANCHO LOS ALAMITOS;THENCE NORTH 54°42'05" EAST 213.27 FEET ALONG THE WESTERLY BOUNDARY OF SAID RANCHO TO THE SOUTHWESTERLY LINE OF MARINA DRIVE,AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA,RECORDED IN BOOK 436,PAGE 107 OF DEEDS OF SAID ORANGE COUNTY; THENCE ALONG SAID SOUTHWESTERLY LIME SOUTH 44°02"EAST 33.50 FEET TO THE BEFINNING OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 940 FEET; THENCE SOUTHEASTERLY 123.71 FEET ALONG SAID CURVE TO THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF FIRST STREET,AS SHOWN ON A MAP OF BAY CITY RECORDED IN BOOK 3,PAGE 19 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;THENCE SOUTH 31° 17' 50"WEST 137.49 FEET ALONG SAID PROLONGATION TO THE SOUTHWESTERLY LINE OF SAID LOT C-1; THENCE NORTH 650 02' 10"WEST 240.00 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION RECORDED MARCH 23, 1977 IN BOOK 12115,PAGE 201,OFFICIAL RECORDS. u LOT "G BLOCK"C"OF BAY CITY,IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 3,PAGE 19 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,AND THAT PORTION OF LOT A- 2,IN THE RANCHO LOS ALAMITOS INCLUDED WITHIN SAID CITY OF SEAL BEACH,AS SHOWN ON MAP NO. I FILED IN DECREE OF PARTITION IN THE SUPERIOR COURT OF LOS ANGELES COUNTY,CALIFOONIA,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,LYING WESTERLY OF SAID BOCK"C"AND LYING NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID BLOCK"C". ALSO EXCEPT THAT PORTION THEREOF INCLUDED WITHIN TRACT 698,AS PER MAP RECORDED IN BOOK 31,PAGE 27 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THAT PORTION DESCRIBED IN'THE FINAL ORDER OF CONDEMNATION RECORDED MARCH 23, 1977 IN BOOK 12155,PAGE 201,OF OFFICIAL RECORDS. ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHEASTERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE SOUTHEASTERLY LINE OF SAID BLOCK"C"OF BAY CITY,BEING 60.20' SOUTHERLY FROM THE MOST SOUTHERLY POINT OF THE LAND INCLUDED IN THE FINAL ORDER OF CONDEMNATION RECORDED MARCH 23, 1977 IN BOOK 12115,PAGE 201,OF OFFICIAL RECORDS;THENCE NORTH 58°53' 38"WEST,321.92 FEET;THENCE NORTH 76°07' 33"WEST,88.88 FEET;THENCE NORTH IV 24'59"EAST, 179.66 FEET;THENCE NORTH 13°52' 27"EAST,74.66 FEET TO A POINT IN THE NORTHEASTERLY LINE OF SAID BLOCK"C" DISTANT NORTH 65°0O'00"WEST,238.07 FEET FROM STATION 49 OF THE RANCHO LOS ALAMITOS AS SHOWN ON SAID MAP OF BAY CITY. ALL AS SHOWN ON EXHIBIT"A"ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. �G© ND SE'S' PREPARED BY: ��� SPY V. C, Lfi 0 No. 5411 347-11 * Exp.9130/12 Y V.CASE,L.S.No.5411 s�9 � QF CAS 1° 7--74 ate. EXHIBIT "A„ 1 / 5�4-7 h ' 8" 2 N. T. S. I A/� 't kID6 00. col CJ Q I I a 3= k dSgp p3, 3'�3p� Lop , Lp .� CAP �01 X4`6 B� vp ti o��'o � nom• Poi #` C� 4s 1,Ss ys� o9 of G 121 of oy- G 6a � fl op'p3p o NND So, ?oft 3/19 ` FtEoi p.R• ��C� R� V C. L No. 5411 * Exp.9130/12 �-9�DF CAS-CFO 3-i7-' ll R V. CASE L.S. 5411 pRFr.Rnnr7W0MCF0F. 1 Y OF SEAL BEACH Case Land Slll`YE.ring Inc: pRppp ESIDENTIAL PROJECT AREA SHEET Surveying Mapping GPS Services 614 Eckholi SL POR. OF BLOCK C, BAY CITY MAP BK 3, O Orange' CA. 92888 PG. 19, OF MAPS, & POR. LOTS 1, 2 & Tel (714) 828--8848 JOB Ht, Fax(714) 828-8905 3 TR 698, MM 31/27 COUNTY OF 11-SEA-791 ORANGE, STATE OF CALIFORNIA. f r , 7 I f ! r t r f . r ! f r ` 1 MAP 1 s- 9 4 s- -e + a r I , 4ilr MAP 'A1 'A r k Pyle 1 1 . 1 27 "U y 1 ... - �S I` LEGEND I 1 I j --� pisrla mu,i%Y1lt �mnrc n►Fr uvc • - o.oraro sn�r uwen.K .a •.nrosrb c av o ncrnem enr,,JrE .. .. rrenw srax dwe iw rs•=r�rwr W 4-igwdMrl ........rr...a... WP i'BOlrM11.In EXHIBIT C-2 Proposed Residential Project Plans FUSCOE OCEAN PLACE DEVELOPMENT PLAN 1 SEAL BEACH, CALIFORNIA �� EXHIBIT D CITY PARCEL LEGAL DESCRIPTION "CITY PARCEL" LOT"A" THAT PORTION BLOCK"B"OF BAY CITY,IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 3,PAGE 19 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY LYING NORTHWESTERLY OF THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF FIRST STREET AS SHOWN ON SAID MAP. EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY OF THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS DESCRIBED IN THE DEED TO SAID CITY RECORDED JANUARY 23, 1932 IN BOOK 536,PAGE 49 OF OFFICIAL RECORDS. �. ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHERLY AND SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSEC'T'ION OF THE SOUTHEASTERLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SAID STREETS ARE SHOWN ON THE MAP OF SAID BAY CITY;THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF SAID SOUTHEASTERLY LINE OF FIRST STRET 273.93 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 58°54'WEST 55.32 FEET;THENCE NORTH 22° 51'WEST 366.64 FEET;THENCE NORTH 24°3 P EAST 78.78 FEET TO THE SOUTHWESTERLY LINE OF OCEAN BOULEVARD,AS SHOWN ON SAID MAP. 4 u LOT "S THAT PORTION OF BLOCK"B"TOGETHER WITH THAT PORTION OF"OCEAN AVE"A STREET,IN THE BAY CITY TRACT,IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 3,PAGE 19 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY LYING WESTERLY OF THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF BLOCK"C"OF SAID BAY CITY TRACT DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHWESTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF FIRST STREET,AS SHOWN ON SAID MAP,WITH THE NORTHEASTERLY LINE OF SAID BLOCK"B";THENCE NORTH 31° 17'00"EAST 80.11 FEET ALONG SAID SOUTHWESTERLY PROLONGATION TO THE MOST SOUTHERLY CORNER OF SAID BLOCK"C';THENCE NORTH 55'41'30"WEST 317.56 FEET ALONG THE SOUTHWESTERLY LINE OF SAID BLOCK"C"TO THE EASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO LOS ANGELES COUNTY FLOOD CONTROL DISTRICT RECORDED MAY 20, 1933 IN BOOK 612,PAGE 317 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY;THENCE SOUTHERLY ALONG THE SOUTHERLY PROLONGATION OF SAID EASTERLY LINE,ALONG THE SEAL BEACH BOUNDARY AGREEMENT NO.2,RECORDED APRIL 8, 1968 IN BOOK 8565,PAGE 1 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY TO THE NORTHERLY TERMINUS OF THE AGREEMENT LINE BETWEEN THE STATE LANDS COMMISSION AND THE CITY OF SEAL BEACH AND THE CITY OF LOS ANGELES RECORDED AUGUST 9, 1967 IN BOOK 8336 PAGE 954 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE SOUTH 240 31'00"WEST 60.00 FEET ALONG LAST SAID AGREEEMENT LINE TO THE SOUTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO THE CITY OF SEAL BEACH RECORDED JANUARY 23, 1932 IN BOOK 536,PAGE 49 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY;THENCE SOUTH 67'06' 27"EAST 297.06 FEET ALONG THE SOUTHERLY LINE OF SAID LAND OF THE CITY OF SEAL BEACH,SAID SOUTHERLY LINE BEING THE SOUTHERLY LINE OF OCEAN AVENUE AS SET FORTH IN RESOLUTION NO. 197 BY THE TRUSTEES OF THE CITY OF SEAL BEACH AND RECORDED IN BOOK 536,PAGE 49 OF OFFICIAL RECORDS,TO THE POINT OF BEGINNING.. A PORTION OF SAID OCEAN AVENUE WAS VACATED UPON APPLICATION OF THE BAYSIDE LAND COMPANY AND ACTION OF THE TRUSTEES OF THE CITY OF SEAL BEACH RECORDED AUGUST l8, 1914 IN MINUTE BOOK 11 AT PAGE 51. LOT"C" BLOCK"C"OF BAY CITY,IN THE CITY OF SEAL BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 3,PAGE 19 OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,AND THAT PORTION OF LOT A- 2,IN THE RANCHO LOS ALAMITOS INCLUDED WITHIN SAID CITY OF SEAL BEACH,AS SHOWN ON MAP NO. 1 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,LYING WESTERLY OF SAID BOCK"C"AND LYING NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID BLOCK"C". EXCEPT FROM THE ABOVE DESCRIBED PORTION OF SAID LOT A-2 THAT PORTION THEREOF LYING WESTERLY AND SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT NORTH 650 00'00"WEST,330.00 FEET FROM STATION NO.49 OF THE PATENT BOUNDARY LINE OF THE RANCHO LOS ALAMITOS,BEING IN THE NORTHEASTERLY LINE OF SAID BLOCK"C"AND ON THE EASTERN SHORE OF THE INLET FROM THE PACIFIC OCEAN TO ALAMITOS BAY;THENCE SOUTH I2°00'00"WEST,547.80 FEET;THENCE SOUTH 6'00'00"WEST,69.95 FEET;THENCE SOUTH 29° 15'00"EAST,38.72 FEET TO THE POINT OF INTERSECTION WITH THE NORTHEASTERLY LINE OF OCEAN AVENUE,AS SHOWN ON AFORESAID MAP OF BAY CITY;THENCE SOUTH 55'43'00"EAST, ALONG SAID LINE OF OCEAN AVENUE 325.63 FEET TO THE SOUTHEASTERLY CORNER OF SAID BLOCK"C" ALSO EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY AND EASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE SOUTHEASTERLY LINE OF SAID BLOCK"C"OF BAY CITY,BEING 60.20' SOUTHERLY FROM THE MOST SOUTHERLY POINT OF THE LAND INCLUDED IN THE FINAL ORDER OF CONDEMNATION RECORDED MARCH 23, 1977 IN BOOK 12115,PAGE 201,OF OFFICIAL RECORDS;THENCE NORTH 58°53' 38"WEST,321.92 FEET;THENCE NORTH 76'07' 33"WEST,88.88 FEET;THENCE NORTH 16°24'59"EAST, 179.66 FEET;THENCE NORTH I3°52' 27"EAST,74.66 FEET TO A POINT IN THE NORTHEASTERLY LINE OF SAID BLOCK"C" DISTANT NORTH 650 00'00"WEST,238.07 FEET FROM STATION 49 OF THE RANCHO LOS ALAMITOS AS SHOWN ON SAID MAP OF BAY CITY. ALL AS SHOWN ON EXHIBIT"B"ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. PREPARED BY: ®i, ND S�jR� V. � p 3-l7�i l No. 5411 V.CASE,L.S.No.5411 Exp.9130112 Fc -To 3rAk6 , 4 t2A& - EXHIBIT" "B„ L Sil o• ��o�• ? 1 g 5. N. T. S. OC7 vol I I 4> -� Of 000 . 3 19 / OF GO 21 15, rQ4 ti T �` �'�• 2 0, NDS s• °1 , `' Na 5411 a 20. C Exp.9130/12 o� LA Y V. CASE L.S. 5411 PREP.JMDflV=OFFICEof AITY OF SEAL BEACH Case Land Surve, jggr, Ado. CITY PARCEL SHEET Surveying Mapping GPS Services 814 Eckhoff St. POR. OF BLOCKS B, C AND OCEAN AVE. OF Orange, CA. 85888 OF BAY CITY IN BOOK 3, PAGE 19, OF Tel {714 828-8848 MAPS, COUNTY OF ORANGE, STATE OF JOB NIL(714]) 828-8905 Fax CALIFORNIA. 11-SEA-791 Coast Stin°eyine,Inc. EXHIBIT E March 19.2011 BIKE TRAIL PARCEL THOSE PORTIONS OF BLOCKS B AND C AND OCEAN AVENUE AS SHOWN ON THE MAP OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE WESTERLY CORNER OF BLOCK B AS SHOWN ON RECORD OF SURVEY 2002- 1090, RECORDED IN BOOK 193, PAGE 47 OF RECORDS OF SURVEY, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE NORTHWESTERLY LINE OF SAID BLOCK B AND ALONG THE NORTHWESTERLY LINE OF OCEAN AVENUE THE FOLLOWING TWO(2) COURSES: 1. NORTH 25 031'25" EAST 78.63 FEET; 2. NORTH 21 626'49" EAST 80.41 FEET TO THE SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE EASEMENT DEED TO THE LOS ANGELES COUNTY FLOOD CONTROL DISTRICT RECORDED MAY 20, 1933 IN BOOK 612, PAGE 317 OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID EASEMENT DEED NORTH 28°'13'48" WEST 5.29 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 20°35'51" EAST 145.26 FEET; THENCE NORTH 08 018'15" EAST 25.13 FEET; THENCE NORTH 00 042'44" EAST 29.01 FEET; THENCE NORTH 20 050'28" EAST 87.75 FEET; THENCE NORTH 15 052'02" EAST 62.47 FEET; THENCE NORTH 18 018'30" EAST 130.33 FEET; THENCE NORTH 16°20'55" EAST 143.42 FEET; THENCE NORTH 19 904'10" EAST 9.40 FEET TO THE NORTHERLY LINE OF SAID LOT C; THENCE ALONG SAID NORTHERLY LINE SOUTH 63 058'48" EAST 9.76 FEET; THENCE LEAVING SAID NORTHERLY LINE SOUTH 15 001'22"WEST 74.66 FEET; THENCE SOUTH 17°33'54"WEST 179.66 FEET; THENCE SOUTH 74 058'38" EAST 29,41 FEET TO THE SOUTHEASTERLY LINE OF SAID EASEMENT DEED TO THE LOS ANGELES COUNTY FLODD CONTROL DISTRICT; THENCE ALONG SAID SOUTHEASTERLY LINE SOUTH 11 036'49" WEST 91.41 FEET; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE SOUTH 32°10'48"WEST 126.09 FEET; THENCE SOUTH 12°02'48"WEST 13.48 FEET; THENCE SOUTH 23 003'47"WEST 21.18 FEET;THENCE SOUTH 19°47'40'WEST 46.26 FEET; THENCE SOUTH 21°00'17" WEST 127.66 FEET; THENCE SOUTH 24°12'32" WEST 90.35 FEET; THENCE SOUTH 22°43'11"WEST 40.94 FEET TO THE SOUTHWESTERLY LINE OF SAID BLOCK B; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 21°50'35"WEST 18.54 FEET TO THE POINT OF BEGINNING. CONTAINING 14,208 SQUARE FEET, MORE OR LESS, ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. DATED TH IS 18TH DAY OF MARCH, 2011 �� DEL S{,� CC) y GWEN-VERA DEL CASTILLO, PLS 5108 L.S. 5108 'T 3N 102-V2 Santiahricl RiNcr'lrail 99L9-216 (v«) GL59-oves6 da 'NiiSni 13O l 133HS B hills 'dCOI AVMHaVd ICOSL OO t°„l -31YOS 1181W] '31�C] ZSO-Z4t eor b- o \ � �y \ \ 9L '6 M.917 .8S.£9N 172 199 'b1 3.22 .10 SIN E2 y \ 171 99 '6L I 3.trS .E£ ./-IN 22 \ 117 '62 M.8£ .89.VIN 12 IV 'I6 3.617 .9£.I IN 02 t ,60 '921 3.8t, ,01 .2EN 61 .8tr 'Cl 3.82 20.21 N 81 at 'I2 3.L17 .£O.C2N Z C 7 e St 6 192 '90 3.Ob .Lb .61N 91 .99 'L21 3.LI .00.I2N 91 S£ '06 3.2£ .21 .02N 171 c� « .176 'OV 3.1 1 .O£ir.22N E I .£9 '8L M.52 ,1£.S2S It I0 '08 A 617 92.12S 01 R X62 'S 3.817 X I .82S 6 192 `SVI M.19 IS£ .02S 8 B t 'ET `92 M.5I 191 .80S L 10 '62 M.017 .217.DOS 9 ,SL '18 M.B2 .0S.02S 9 Lt? '29 M.20 .2S.S I S 17 �7 .E£ '0£1 M.0E .8 I .8 I S E 20 'COT M .S5 102.91 S 2 t� .00 '6 M.01 .17D.61S I S 2) 33NVIS I Q ON I 6638 f tZ C � r L b .STN dVIN AiINIOIII EXHIBIT F DRIVEWAY PARCEL A STRIP OF LAND 40.00 FEET WIDE IN BLOCK B OF BAY CFFY,IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE SOUTHEASTERLY LINE OF WHICH STRIP OF LAND IS DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE EXTENSION OF THE SOUTHEASTERLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE Of OCEAN AVENUE AS SAID STREETS ARE SHOWN ON THE MAP OF SAID BAY CITY; THENCE, NORTH 54-44'12" WEST, 13.95 FEET ALONG THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SHOWN ON RECORD OF SURVEY NO. 2002-1090 FILED AS INSTRUMENT NO.2003000516244 IN BOOK 193,PAGE 47 OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, STATE OF CALIFORNIA, TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING AT THE INTERSECTION OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 500.00 FEET WITH A RADIAL TO SAID CURVE AT SAID POINT BEARING NORTH 58015'19" WEST; THENCE, SOUTHWESTERLY, 106.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12009'49" TO A POINT OF COMPOUND CURVE WITH A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 200.00 FEET, A RADIAL THROUGH SAID POINT OF COMPOUND CURVE BEARING NORTH 46 005'30" WEST; THENCE, SOUTHWESTERLY, 22.35 FEET ALONG SAID 200.00-FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 6024'07"TO A POINT OF TANGENCY WITH A LINE BEARING SOUTH 50 018'37" WEST; THENCE, SOUTH 50018'37"WEST ALONG SAID TANGENT LINE 42.77 FEET TO A POINT OF TANGENCY WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 90.00 FEET; THENCE, SOUTHWESTERLY, 17.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11°26'52" TO A POINT OF REVERSE CURVE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 400.00 FEET, A RADIAL THROUGH SAID POINT OF REVERSE CURVE BEARING SOUTH 28 014'31" EAST; THENCE, SOUTHWESTERLY, 78.24 FEET ALONG SAID 400.00-FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 11 012'25" TO THE SOUTHWESTERLY LINE OF SAID RECORD OF SURVEY NO.2002-1090. THE NORTHWESTERLY LINE OF SAID 40.00-FOOT-WIDE STRIP SHALL BE LENGTHENED OR SHORTENED TO TERMINATE SOUTHWESTERLY IN THE SOUTHWESTERLY LINE OF SAID RECORD OF SURVEY AND NORTHEASTERLY IN THE SOUTHWESTERLY LINE OF SAID OCEAN AVENUE. CONTAINING 10,233 SQUARE FEET,MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. DRIVEWAY EASEMENT r� EXHIBIT 8 SCALE: 1" = 50' � lk� tr,�' Jo. I N 58'15'19"W MAP OF BAY CITY (4D ) gtigw �o N58'33'43"W POR. OF BLOCK B (RAD) T.P. B. G M.M. 3 / 19 o N 46*05'30"W ..t (RAD PCC LJ N 46'05'30"W -(RAD PCC) S28'1 4'31"E (RAD PRC) 4J N37'48'12"W (RAD) 5281,01`E (RAD PRC) N39'26'56"W (RAD) O DELTA RADIUS LENGTH ❑ BEARING DISTANCE 1 12'09' 49' 500. 00' 106. 15' 1 S50' 18' 37'W 42. 77' 2 6'24' 07' 200. OD' 22. 35' 2 N21'50' 35'W 41. 78' 3 11'26' 52' 90- 00, 17. 98' 3 N50` 18' 37'E 42. 77' 4 11' 12' 25' 400, 00' 78. 24' 4 S54`44' 12'E 40. 08' 5 9'33' 41' 440, 00' 73. 43' 5 S54'44' 12'E 13. 95' 6 11'26' 52' 50. 00' 9. 99' 7 6'24' 07' 160, 00' 17. 88' 8 12`28' 13' 460, 00' 100. 12' EXHIBIT G SEWER PARCEL THAT PORTION OF BLOCK B OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 3,PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE EXTENSION OF THE SOUTHEASTERLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SAID STREETS ARE SHOWN ON THE MAP OF SAID BAY CITY; THENCE, NORTH 54044'12" WEST, 13.95 FEET ALONG THE SOUTHWESTERLY LINE OF OCEAN AVENUE, AS SHOWN ON RECORD OF SURVEY NO. 2002-1090, FILED AS INSTRUMENT NO. 2003000516244 IN BOOK 193, PAGE 47 OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, STATE OF CALIFORNIA,TO A POINT ALSO BEING THE INTERSECTION OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 500.00 FEET WITH A RADIAL TO SAID CURVE AT SAID POINT BEARING NORTH 58015'19" WEST; THENCE, SOUTHWESTERLY, 106.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12009'49" TO A POINT OF COMPOUND CURVE WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 200.00 FEET, A RADIAL THROUGH SAID POINT OF COMPOUND CURVE BEARING NORTH 46 005'30" WEST; THENCE, SOUTHWESTERLY,22.35 FEET ALONG SAID 200.00-FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 6 024'07"TO A POINT OF TANGENCY WITH A LINE BEARING SOUTH 50 018'37" WEST; THENCE, SOUTH 50°18'37" WEST ALONG SAID TANGENT LINE 42.77 FEET TO A POINT OF TANGENCY WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 90.00 FEET; THENCE, SOUTHWESTERLY, 17.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11026'52" TO A POINT OF REVERSE CURVE WITH A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 400.00 FEET, A RADIAL THROUGH SAID POINT OF REVERSE CURVE BEARING SOUTH 28 014'31" EAST; THENCE, SOUTHWESTERLY, 78.24 FEET ALONG SAID 400.00-FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 11 012'25" TO THE SOUTHWESTERLY LINE OF SAID RECORD OF SURVEY NO. 2002-1090; THENCE, ALONG THE SOUTHWESTERLY AND SOUTHEASTERLY LINES OF SAID RECORD OF SURVEY THE FOLLOWING COURSES AND DISTANCES: 1. SOUTH 21 050'35"EAST,32.84 FEET; 2. SOUTH 57 053'35"EAST,55.32 FEET; 3. NORTH 32 017'25"EAST,273.93 FEET TO THE POINT OF BEGINNING. CONTAINING 10,768 SQUARE FEET,MORE OR LESS, ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. SEWER EASEMENT N EXHIBIT B 30- 10, ti a SCALE: 1" = 50' N5815.19"W '90C�`'9T O (RAD) 5 I h MAP OF BAY CITY POR. OF BLOCK B M.M. 3 / 19 N46*05'30"W (RAD��PCC) 3 528'14'31"E RAD PRC � ..... 1❑ 'm now 1 �-- N39'26'56"W {RAD} 2 0 DELTA RADIUS LENGTH ❑ BEARING DISTANCE 1 11' 12' 25' 400, 00' 78. 24' 1 S32' 17' 25'W 273. 93' 2 11'26' 52' 90. 00' 17. 98' 2 N57'53' 35'W 55. 32' 3 6'24' 07' 200, 00' 22. 35' 3 N21'50' 35'W 32. 84' 4 12`09' 49' 500. 00' 106. 15' 4 N50' 18' 37'E 42. 77' 5 S54'44' 12'E 13. 95' EXHIBIT H TERMS SHEET OF THE LEASE I. Property subject to Lease: The Driveway Parcel as shown and legally described in Exhibit F. The Bike Trail Parcel as shown and legally described in Exhibit E. 2. Term: At most, four years. 3. Commencement Date: March 31, 2011. 4. Expiration Date: The earlier of: (a) March 31, 2015; (b) conveyance of the Driveway Parcel and Bike Trail Parcel to the City pursuant to the transaction described in paragraph 5.B of the Settlement Agreement and Mutual Release;or (c) if the Coastal Commission denies or declines to process further Bay City's Proposed Residential Project,then thirty (30)days thereafter such denial or declination. Bay City shall determine, in its sole discretion,whether a denial or declination has occurred. Bay City shall promptly notify the City in writing of such determination. 5. Rent: An Annual One Dollar($1.00)per annum rental payment from the City to Bay City shall be deemed payment in full of the rent required under the Lease. b. Use of Premises: The Driveway Parcel shall be used for a public access roadway from First Street and Ocean Avenue to the public parking lot that serves the River's End Project in order to maintain public access to the public beach,the Pacific Ocean, Windsurfer Park,the First Street parking lot, and the River's End Cafe. The Bike Trail Parcel shall be used for a public bike path. All premises shall be maintained in good condition. 7. Tenant's Liability Insurance: Annual Aggregate Limit$2,500,000 8. Indemnity: As a material term of the Agreement and the Lease,the City shall indemnify, save,hold harmless and defend Bay City, its members and its successors and assigns from any and all claims,costs,causes of action, and liability for any damages,personal injury or death which may arise,directly or indirectly,from the City's use of the Driveway Parcel or Bike Trail Parcel. (00009103.2) H-1 9. Notice: Landlord Bay City Partners LLC 2999 Westminster Avenue, Suite 211 Seal Beach California 90740 Attn: Rocky Gentner Email: Rockyg@,gentnerandcompany.com Tenant City of Seal Beach With Copy To: 211 8th Street Quinn Barrow, Esq. Seal Beach, California 90740 Richards, Watson& Gershon Attn: City Manager 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 Email: gbarrowArwglaw.com Fax No.: (213)626-0078 AW 100009103,21 H-2 Exhibit "J" Relocated Sitting Area i Sitting Area _.—� .�✓.Ir � � I� j 5 �! n San Gc1bC1i"l Fi►we Yraif Parcel �- t' RF t � * f I Exhibit J 6y, ��� t� cr ----------- � r i + .,sr . I 1200 sq ft+1-Within �, I Proposed Residential ,t -- Development Area U3 C4 CC 6r C * k The Bile Trail Parcel I �wrrr ala.w^ ' L_ --— CLEAN AVENUE All of the land South of the Westerly Prolongation of the Southern Right The Sewer Parcel Of Way line of Central Way Except the 1240 sq ft+f-wihtin the Proposed ResidentialProject Area —SEAL WAY The Driveway Parcel rd 1111.6 � � f g � f a o B-1 - Exhibit K ,, it 121 15?& 245 I' EXHIBIT "A" 3 DESCRIPTION.- 4 THOSE PORTIONS OF THE SOUTHVIEST QUARTER Of SECTION 11, TOWNSHIP 5 cs SOUTH, RANGE 12 WEST IN THE RANCHO LOS ALAMITOS AS PER MAP FILED IN DECREE OF PARTITION IN THE SUPERIOR COURT OF LOS ANGELES COUNT , G CALIFORNIA CASE NO. 13527, A CERTIFIED COPY OF THE FINAL DECREE OF SAID CASE HAVING BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14 PAG 7 31 OF DEEDS OF SAID ORANGE COUNTY, CALIFORNIA, OF LOTS 1, 2 AND 3 BLOCK LOO, TRACT NO. 698 AS PER 'MAP RECORDED IN BOOK 31 •PAGE. 27 O 13 MISCELLANEOUS MAPS RECORDS OF SAID ORANGE COUNTY A11O OF BLOCK BAY CITY AS PER MAP RECORDED IN BOOK 3 PAGE 19 OF MISCELLANEOUS 9. MAPS, RUORD5 OF SAID ORANGE COUNTY, ALL IN THE CITY OF SEAL -BEAC , COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRI8ED AS A WHOLE AS 10 FOLLOWS: ll BEGINNING AT THE MOST EASTERLY CORNER OF THE LAND DESCRIBED IN PAFT 3 OF EXHIBIT A—1 IN A PEED TO THE CITY OF LOS ANGELES, CALIFORNIA � 12 RECORDED IN BOOK 869 PAGE 1 OF OFFICIAL RECORDS; THENCE SOUTH 310 17' 220" HEST 347.06 FEET ALONG THE SOUTHEAST BOUNDARY OF SAID LANt Or 13 THE CITY OF LOS ANGELES, THE SOUTHEAST BOUNDARY OF SAID LOTS 1, 2 AND 3 ARID THE SOUTHEAST BOUNDARY OF SAID BLOCK uC"; THENCE MORT 14 240 221 42" EAST 332.42 FEET; THENCE NORTM 050 3B' 24�3 WEST 33.16 FEET TO A POINT- ON THE NORTHEAST BOUNDARY OF SAID LAND OF THE CIT 15 OF LOS ANGELES SAID POINT BEING Oft A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 940.00 FEET A RADIAL FROM SAID POINT BEARS NOR H 3.6 42° 07' 31" EAST; THENCE ALONG SAID CURVE AND via BOUNDARY OF SAT LAND OF THE CITY OF LOS ANGELES SOUTHEASTERLY 60.68 FEET TO THE l? POINT OF BEGINNING. 18 SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN THE 19 OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, IN BOOK 90 , PAGE 23 TO 30 INCLUSIVE OF RECORD OF SURVEYS, 20 21 be and t" same is hereby condemned to the uve of the plaintiff, 22 T3isr CITY OP SEAj. BEACH, a. municip%l corporation,, and to the use 23 of the public for said public purposes 24 t o: - .,. ����� w; Derr►,r+wwa-e6 Z_A ' �S►rp J � Z sfl 4 C �s LL . �,,, ' U � Q . t 07 t�L - a . 0 P) IA i - Ift Exhibit L This Docurnt1t was efeeb ink ►recorded by REQUEStr:oBY First Arrivican Natiorial Commercial +�s��� «0 W tom- 1a! I Ac C 0MOS c4u* RECORDIM REQUESTED BY AND WHEN RECORDED MAIL TO: 11 1111 66.40 Hr-Vitt&O'Neil LLP 2009000"42 11:19arn 11107JO9 19900 MacArdw Blvd.,Suite 1050 M 38 M 21 kvine,CA 92612 a.aQ 0.00 @AD 10,00 an am 6"0.00 Attn: ray F. Pchikoff (SPA AWVM TM LM FOR AMAMS USED TM*IMftMffV( &A E]tdENT`�+ICR�t!V+ Et T * ar.MWM mM.r� 4iiYRMMIYftllf9# This Eaw=wt Agreement(thin"Ageeme n is made in Orange County, Cidifornsa,on February 17, 2009, by and anmg Bay City Partners.LM a California limited liability corky CX)wner"),and Atkinson LLC,a Califiornia limited liability comf ray('`Atbsaa LLC°I Tenth Sheet buildi 4 Artftic 1 1.1 "Easement Are W` shall mean that c*rWn portico of the Property which is described on Exhibit B-1 and depicted on "bit attached herato. 12 v"ce, shah mean (ij each Person owning the for siitnplee title to the P`wpe ty, (ii) any grog xnat of the Property Mdittg a ground tint°s interest therein. aW (iii) a vendee in powWott under a contract of sale or, if not in possasion, the vendor or vendors uinkr an emwWory contract of axle for the Property, but not a Pmon havkg are into= in the Property holding title merely as security for the pwfbrrnw=of an obligation L3 "Persnkful Vacant"shall me=the hem Holdws, their respwAfve suezaGmrs and assigns, employe m ageads, rcpmerativm contractors and subcontractors, licensees, invitees, cuatome m guests, tuts nand vubtemts, and the employees, agents and mpmsentafives of all the foregoing described parties. I 1.4 'Person" shall rte indMduals, pextacr94s, Timm, associa6wL% 1rus, corporations, Ihmited liability companies,limited liability partnerships, limited pwtnersltips and any other fonts of business enW,and the singulatr smell include the pied. Ar'tick 2 4 2.1 Eannimt Qms. Owner hereby grants m the Easement Holders, mgether with the right to traeosfer the same and to grant(im1 accept essigttmettts of)its, sub-moments and licenses wit respect thereto, a non-exclusives perpetual mot, over,under, Wean, sewn and through the Easement Area for (i)the purpose of laying, consmwt M installing, rcwnwucdf g, replacing, repaiainbr. r+ennveittn, Matntainirngo aperadng, e:h"kging and remote. (a) underground pipelines and appupr#anancea thereto for the emspcortatiotn of ail, gas and water and (b) up to four (4) areas $sleeted by the Easement Holders from tiara to Benno, each not ex"eding tea feet(1 W) by text fort(10')in ho a mW size and six feet(fi')in Wgfit and each of which may be fated and od=mise secured (each, a "Surface GnatauRtt# C) for one or more surface dwtrical suctions, pumps and other facilities, including. but not limited to,electrical and communications fines, wires, conductors,cables, conduits and appurtet zioes thereto for the transmission of eleetrieetl power and communications, and (ii) other reasonable taus related to the rasmient puM uses described above. This grant of easement shall be effective immediately. 2.2 PuragAt as Use of> mmmest1e EMMI! ed U rs, 71e ease rents granod under this Agreermt may be used by the Permitted Uacrs only for the pugxms set forth hereiut. The Ememe nt Handers shall have the right to cxetn into any grad all agromwnts they deem necessary or desirable to saw, orialize the use of the Easemmt Area by any of tits Permitted Users,and to receive mW mudn any and all romucs paid by such Permitted Users is connection with the Pcrmitted Users' use of IM Easesrr m }tea, provided, however, that such revenues 4WI be apportioned amon& the Easement Holders in tier pemagages sit fioath on SftdWFL I attached hereto, "esct to outer opmments among the Easement Hole em Including„ but not turritded to, tAI" 107472 2 Him N43319 rd L-2 Their Agrceincnt Among Tenants in Common of even date herewith, as such ant may be arnmWead from time to tune. 2.3 Un of EpIgIM M_k Owmeer. Owner may un the Easement Area in a marines and for purposes dw aerie xwt inc wisteat with or contrary to and that do not inbrfere with ft rights of the Easement Holdm or Permitted Usm ms set Forth in this Agreement. Swh use shall in no eve involve the erectien of strictures,paved roadways or other impmavexmaonts, the stofing of trwatetials, or thr pl.mmating of any trees upoa the Easamm Arft (or any plargs or budmcs with roots extending more than 12" below ground level) without the unamnimom prier written corzeht of the Wit. Holden (which may be withheld in ewh Ewanent Holders' sole edisesnction). Owncr shall not install a 9a1e, fence or similar barrier to entry into or exit from the Easeanent Area wi&nA the wr humus prior written coramt of the Easement.Hokkrs(winch may be withheld in cub Essenext Holders' sale disavdon). Owner shM not peratit any acne or otreMset an the Property that impede or inaerf'ere with use of the Eaant Arena by the Easement Holders and their Permitted U , 2. , Subject to Suctions 12 and 2.3 abovr, Owner siren have the right,from time to tires, with thew ournent of the Fart Holders(which ravttset'mt shall M be unremorAbly withheK condit ae►d or delayed), to crake changes,mWificWons or alterations to the surrfare of tk l=omment Area is cow melon with time&-mlopmeat of rnew improvemepts on such Property, provided that (a) the tae or accamibility of the Eawnwt Arne is not materially affected thereby, (b) any such changes. modifications or after ak ums slwll not interfere in any wlrrrwmr with facilities located within the F..asenum Am owned or operand by The Fit Holder or their Permitted Usm. mW (c) applicable govenmmotal laws and restrictions shall not be v1010ed. Owner sWl be responsible: for all m4 property tnu and powwry interest taxes assessed against the Property and any improvements thereon arhd the Easemctrt Holder shall be responsible for at l pw"W pwperty taxes assessed sgarst the Easement Handlers` or their Permitter!Users` persrarial property located on the Ease wnt Arena. 2.5 RMgLof_AjMtlnt. The casements, covet wA4 restric6mis, condiCons and proviskm om tained in tires Agreement(whether affinnative or negative in nature)shall run and pass with mh and awry portion of the Property mmd be binding upon Owner and its succcswn and assigns and eveay pevion Braving m' fee, lemsebold, or anther interest in the Property or any portion dtrxercaf to the extend that the covenants, r+estrictivM canditiians, or provisions burden such interest in the Property,and shall benefit and AW]be enforceable by dement Holders wA their nwessrrrs and aasigt& 16 fflbfthft of EIrcak If the Property shall be subdiv-kkd into more than one Pw ccl, or should hire; lot lines of the Property adjusted, such subdiviadon or lot line acijustraent shall not termirmte or otlmererise affect the ramp tints and rights established Vim. 2.7 MRetticstieha. Nothing contained in this Agrctxxractit shall be deed to be a gift or dodioation of a Pawl or any portion thereof to or for the general ,public, or for any public purprasc wl'hwzoc a, It is the intention of Owner and the Easement Holders that this Agtecrne t shalt be strictly limiled to the purposes aqresstad in this Avecraent Furdw, time easements eta tdwd in this Agreane nt am not intended to mate, nor will they 'cam* any prescriptive rights in the public. U acv 10147.2 3 :swil; L-3 2.8 Ljggb aT3wfm. Owner may not trsnafer or $align any rip,K pov= or obligation created under this Agre rnew without also tnwferring tberewhb Duna s interest in fire East Area. Article 3 3.l of AM Ovmer 1 be obliVdied,at Aroma`s sole cost and expmse, to perform or providt for performance of Maintenance (as hereinafter defined) of tk wrf m of the went Area (exogx far the Surfmc Irr6t, llad►ti ), As used herviN "Ilfiriaten&=e"mesas sweeping, lightin&rubbish removal,regular arW customary mainunanoe of surNoes and landscapin&and mwh other maims and repair as reasonably necesmry to ensnare a cleat wA sanitary area Notwithstanding the foregoing, if an Eas=au HokW or any Permitted User danvWs any portion of the Easement Arta as a zwflt of(i)a violations of'the use limilatio= sat forth in Sections 2.1 acrd 2.2 about or(ii)the willful misconduct or neglig+eaat act or WIurc to act by such Event Holder or Permitted User,the Eaument HoWm slash,at their sole cwL Promptly repair the damage. Also norMthmmuling the foregoing, Owner shall = be obligated to perform Maintea of any of tic Easement Holders' or Permitted Users' improvements or facilities Mtlnfn the E-maar ent Aria. 3.2 Imars At all tiara,Owner shall,at Owner's axle cost and expense,maintain public lio Nlity insunmcc far the Easement Area, with overage of as least Two Milficnn Dollars ($2.000,000) for damage to property end for injury or of any person(s) per oomnvnce, Such instmance shall narrre the Efrrnwt Holders as additaiorW insureds. Such instmko a shall provide that the same shell rm be cancelled or not renewed except to thirty (30) days prior notion to the Eammnaid Holders. Eviok= of such ire shall be provided to the Easem=t Holey on dommA If Owner fails W maintain such ice,the Easement Hoidens may,aver notice to tuner and fbilure to cure within five (5) days after vwkk notice, obtain the saw, wd Own=shall reimburse the Eamment Holden fear the cant of such insurance witka teas(1 Q)days After denim thmfor. Article 4 Elkhrceintot 4.1 In the event of any material violafon or d rratened violation (a "Breach") by orte party hcmuncler (a "suiting Pa rWj, which Breath has not been txa W with ten(10)clays of written request therefor by the outer party herewida(a"N*v- Debulift Party)(or if any such Breach is not reasonably su ptible of cure within such ten (1 U) day period, then if the Defhukig Puty has not mnmenced promptly within one ten (l a) day period m off" a cure and dxreafter diligently prooeeded to effimt such curt) (1ro'a'idied, however, thin no such notice or oure period shell be re+ WiW with. respcct to the third time tkb9rt the same or similar Breach occurs In any consecutive twelve (12) month period), the Non- Ddaultlag Party shalt have ft fallnwiag rights mW remcdes; 4.l.1 5+aalaa is_Po rmu�alare>, Without airy obligation to do so, the Non- DeWting Party may at its aptlon (0) pay any m*Wd sous or settle or discbmip any action &ardor or iudgmcm dwroan, (b) ember the Easement Area and perform aKh work as may be V13M IQW2 4 MW 64DIO r6 L-4 womary to resolve the same,(c)provide other substitute padbmiswc of any obligations of the DeWfiaS Forty at such party's expense. [n tray swh event,the Defu}ting Party meal]reimburse the Non-Defaulting Party for all direct casts or wqmum connected with mxt perkanarrce within ten (10) slays after rapt of my fternizod statement showing all sach direct costs of remedying such default, plus interest on all sw:h amourtis owed at the rlawdmulm legal contract rate pemaitted by law from the date incurred mtil paid; 4,1.2 Rm • A Non Defaulting Party may bring a suit fen damages for any wmpm3able breach of my of the easernents or covetumts contained herein (but mis:h dames shall in no event inch is partitive, special or .s<r-called "co=qucntW1 demnges), or for declaratory relied'to detemnim the enforceability of say of die agreements contained herein and for lnjwwdve relief dxwori, inchKft all omit costs, reas±omble atw ys' lees and odor oasts of callevivn or ersfnroe cnt related thereto; 4.1.3 Ealky. it is recognitod that a bremb by a party or any PerKm having possession under a party, of one or more of the eawmtnU or fiShts our agmcme nts conw ned herein, may cause a Dion-Defaulting Party to suffer material injury or damage not cobble in rrmey, and that the Non-Defaulting Party shall be entided to bring an action in equity or other%iac for specific pmfonutrwe to aaforsce compliance with these mom or for an injunction to prevent or enjoin the cwtinuance of any such Brmcb hemof: 4,2 No_ No waiver of a default by a party WWI be implied from an omission by the other party to take any action wltb respect to sxh dcf&Wt. A waiver of a dafattlt hereunder shall not be decroed a waiver of any subsequent default of ft same provision or any other provision contained krain. 4.3 eta- LOMUM AdnWin No breach, enforcer ma or attempted enforcernent of any other the terrna,ormnots, conditions or restrictions of this Agrecrnent will dot or render invalid the lien of any nxwtpge or deed of trust secudrg a loan nneale in good faith and for value with moped to development financing,pmmw=t framicing,or r+efamcing of the Property or any Wlities them; provided, hov+em, tart all provi ens of this Amt will be binding upon aru3 effective against any sabaquettt Owmr of the Pity or sucamor wheat title to the Property or any portion of swat is acquired by f+onclosum trust deed sale,or othwwise. The casements and lism established hereuntkr, whedw now existing or granted hereafter by, the Easement Holders, shall be sq=or to +any and all mprtg es, lieas, ground leases, lice3es,covenarrta, or ert� now or hcrealier affecting the Pmperty, as well as ony of rite sme sspecifricaliy subordinated hereto (hereinafter collectively referred to as tic "]lilotrt°gli$a). Any sects Mx**m shall be deenmd to be subor buff to this Agrmment, arc! this Agmct=t shall survive Boy fwWos rr+e of any such Mme;. provided, homm that nothing in this Agrtmat will affeet the validity of any such Mortgages. Article S iGenaral.QMdltllaas 3.1 J=. T1w emement ens# all rights and privileges related ft mm established by this Amt shall be perpetual and shall remain in effe t=W terminated by the re owdadon of a written agreanent signed by all FAse meat holders,of their mx*mm or assign. 211,16" 101472 xao"330 VA L-5 5.2 L € �;,_r�llnrk Staat3as. (a) Wbenever under the terms of this Agre m,ent any E49mnw Holder performs any work upoei the Emem ml Area, the party perfotxnhV such wail€ will not permit any mechanics', ®aterialmen s or similar lien to be mainWried agairun the Property oc which any labor or materW has been furnished in connection with such work, and will ux ernnify and hold harmlen Owner ft an and against any and all lien, claims, liabilities, oasts and exper-es (including but not limited to reasonable a wMeys' fens) arising ovt of such worrlc, Notwithstanding the fioregcin& the party perforrit4 such work may aonteat the validity or amount of any lieu or eaim of lien arising out of ankh work by apprgxieae legal proceedings diligently pursued, pmvkW that such party ubtai= a scatty band or other mcurity masonably satisfactory to Oyrm to protect fully Owner and the Property against snob Belt or claim of tier, and provided hrrtttar that such party m niedlowly pays and discharges asst' judgmem or xvicmernt r=dcrcd or reached in any mxh proceedings and causes any lien to be slum dd at such party's expense prior to foreclosure. Prior to the cornnmencenot of any work, the party performing the w oyk shall aim provide Owner at least tern (10)days? prior written notice of the stmt dater ax well as eviden m that appropriate it ramie hsa beam obtained. Upon completi wxkrrxar 1kv aroaanncar end in compl a " wlth all irawrancc mquir=cats, avWicablc permits, aulluxindons, building regulations, Zones hews ar d all salter gqVei=KMW rules, ragWkjk xs, ordinances,statutes wW Ism now or hereafter in effw Wining thereto, S.3 lmdmWft. Each party shall indemnify and hold harmless the other party (and Wtheir offbeers, dire eta % parbiers, membe m its, reprewifttivca and =Tloyees) fxam and against any claims, loos, dama.gc, liability or ease, including masxiable attamcya' fees arising out of such party's exercise of its Tights wxler this Agmvrnarn or such party's fai:ltalre to comply with its obligations hereunder orcept to the extent attributable to the negligence or willfxtl miecauduct of the itkientni#ied hearty, SA &MW Cam. The Emennent Malden, tq=ft wriMm re uW of Owner (which nay not be ode numv fitly than these(3) tiaaaeae during any cedar y=j ihall issue to aE pmspcctivae moMagee or successor of Owner, within fifteen (15) Nish as days of receipt of any such request,an estoMl catificme Katinxg; (a) Whether the party to whom the request has been dbected kno%-s of any d efault by Owner under bits Amt, dxd if there are known defautts, identifying die noawme *•Yti MM�i (b) Whother this Agreemot has been duly assiga4 modified or anmcndcd in say way(and If it has,theft stating the nature there af) srxd (c) TIM to the Fmoment Hold' knowledge, this Amt. sea of the date of the e:stappcl cif owle,is in full foarce and effect~ Swh asudeme nt shall act as a waiver of any claim by the Easmant Holders R=ist ft it to the cx=such claim is based upon facts cannery to Chow asserted in the statement and to the extent The claim is asserted agalm a bona fide purcimm for value, leader or mortgagee witfxxa ka owledge of Wo to the conamy► of those contatimW i,4 tltc stalonxe, and who has ec*d in ramble reliance upon the astawneant. In the evM the Easement Holder being requested to give as estoppel certificate pu:aru a to the provisions of this Sectioti 5.4 fail to give such certi.f Ato widun the above Vc6fled time period, it$hall be domed that, as of the plate of the request: (i)the FAwnumt Holder knows of no dew by Owner under this Agrcem"; (h)this Agreement has not,to the£aseme w Holder's knowledge,been assigned or modified or atanernded in any way, except as may he of record; and (iii)this Agreement is, to the Easement Holder`s knoviexdgr,iin full force and effect, 5,5 N. Any notice or other c mratu*ation given in lion with this Agree shish be in writing omit aaddmsed to the prises at the addresses indkoed below, and shall be deemed given Q) upon peratxnd delm ay, (ii) the nM day following delimy by overnight courier, (iii)upon sew*of delivery con&madan following delivary by fawimilo,and O v)the fifth(5th)day following deliv*y by U.S, PosW SeMx rsaular mail. if to Owner Bay City Funs,1G.1.0 4592 Orion Stet Huntington Beads,CA 92649 Attu, Cindy Addrism V11" 101171 7 L-7 Bay City Parmmi,LLC 2991 Westminster Avenue,Suite 203 Seal Bich,CA 92662 Attu; Rocky Gentner Bgy City Pa r nora,LLC IM Catalina Ague Seal Bea* CA 90744 Attu, Bob Griffith Bay City Partners.LLC P.O.Box 179 SW Beach, CA 90740 Attu; Brian Kyle Bay City Partners, LLC 107 Qpa,] Balboa Island,CA 92662 Attn:James Parkhurst With a oppy to, Hem&.ONeil LLP 199DO MwArdw Blvd.,Suite 1050 Irvine, CA 92612 Attn: Jay F. Palchikoft If to Atkiwm LLC: Atkinson,LLC 4592 Orion Sued. Hurdington Beach,CA 92694 A= Cimly Atkinson If to Gear=LLC: Teeth Street Budltling,LLC 2999 Wastmb Ater Avenue,Suite 203 Seal Beack CA 90740 Attn: Rocky Gentner If to Griffith LLC; Main A PCH,LLC 1225 Catalina Avenw Seal Bch.CA 90740 Attn: Bob CrOth If to Kyle LLC: Kyle„LLC P.O,Bore 179 Seal Beach,CA 90740 Amt Hibm Kyle 7/13M 1047.2 $ L-8 If to Parkhurst LLC.. Park-e, LLC 107 Opal Ave, Newport Beach,CA 92662 Ann. Jinx Parldumt Path party shall have the right to direct other address for notice hmunder,ptovided.thrtt such direction is ditty served upon the other patties at the last address re£ mW to in this Agreement. 5.6 1 A±f This Agreement ecnta m the enure agreement between the parries with r gxmt to the subject matter hereof. No modificat;ttxt or meadmout harato shall be of any force or efh+cct unless it shalt be in writing stud signed by the pertks hereto(at,as applicable,their sucaessars or assigns), 5.7 RlaMU SatM QUstrugfte Matin and Aecmftnee. The provisions of this Agrewmt .mall be binding upon and inure to the benefit of the pubes hereto and thm respective success mi a-itttetest and assigtls. 5,8 FyW AnursncM, The parties agree to +execuM within tcn (10) dW of presentation, any and all f wither documents Accesawy to accomplish the intent of this Agreement. 5.9 IgggaMdall, The Recitals and F.,xbtibits attached hereto and referred to therein are inoorrpomtod in this Agreement as through falty set faith In the body hecaaf. 5.10 Atkoar> ml Feel, in the event either party shall institute any wtion or pr000xhng against the other r+elsting to the previsions of this Agteemero, the non-prevailin party in such action or prooeeftag shall reimburse the prevailing party for the reasonable rxpeases of attorneys' lees and oasts atonally incurred. 5.11 QIWJm • The fiction headings or captions used herein are for Convenience only and are not a part of this Asm=ent end do not in any way limit,derme or amplify the wape or intact of tlto terms and pwyisiona hereof, S.12 §I=Wft If any term, pmvisiorn or condition c oaWned in this Amt shall,to any extend, be invalid or unenforceabk, the remainder of this Agreement shall be valid and enforceable to the Fu vA extent perm#tte d by law. 5.13 Crmyrad , This Agreement shat1 be conerued in rrceardawe with the laws of the Stater of California. 5.t4 . This Amt may be eaceruted in one or more countcrpar%all of whiebr together shall constimm tt smgle ogreeman artd each of which shall be an origins] fax all purpvscs. btIW 14147-2 9 H":#firs t4 t6 L-9 IN Wrf NESS WHEREOF,tho loo heroto have a xtcd thda Apmnad as offt date first above written- Owner Bay City Ptutpem a California limited liability company* By: GeW.Member By A. $y: Aylk B aum Part , Member Cindy ms trAm of?he Atki Family Trust Akinwn LLC Atha n LLC, a CaEfixmia limited liability By rndy Ajr MembeP C atm LLC: Tenth Sweet Building,LLC, a Califbrrtia limkW liability a mpany By. Rocky and DebDrah Cyr Family, LLC, a Cali Kyle LLC: Kyle,LLC.a Califvm s IimIted !i ty company By: je yla,Sal tuber Parkhurst LLC, Park LC,a Cali bility any g�. 1 Fsrkhws,Marring Member VOW 10147.2 11 1M wit @" L-1'I STATE OF CALIFORNIA COUNTY OF ORANGE ) jV1 1�, 2�rrfe is subscribed GD the within�rtt, acknowledged�[]mC kh��1t executead� sautes in his audorixed capacity, and that by his RiVmt re on the ingtrument the pmoA or the entity upon behalf of which the person acted,"ect ted the instrtament. € certify der PENALTY OF PERJURY under the taws of the Statc of California, that tho foregoing pamgrVh is true and cm-rect. WITNESS my.Hand and official seal. _ C�0 117 61 Wow a.eater � t t STATE OF CALIFORNIA ) 3 � COUNTY OF ORANGE } Opt April 14, 2009, be&re me, Jaz4uaiyn A. Heckethorn, a Notary Public, personally ap'pcsred 16 , who pmved to me oc the bass of sadsfwwry evideme to be the pmon w e mane is subscribed to the within rent,wW wAnowiedged to the that he executed the as m in his autlKnized capacity, and than by his sigtratut+e on the irtaEuumeni the person,or the entity upon behalf of►tich thn perma acted, ot,ecuted the instmummL I certify under PENALTY OF PERJURY urxkT the laws of the State of California that tic foreSoknB pamllrraph is true and erect WITNESS my hoW and official seal. .DO s t r c L-1 2 STATE OF CALIFORNIA ) COUNTY OF ORANGE � Ago] t4 2009' before me, Jacquelyn A. Heckethorn, a Notary Public. personally appreared , L who roved to me an the bWs of satisfactory evince to be the pemon whose na me s subscribed to the vrrithirn bw uarncM and acknowled* to me t he enemTe3d die toe in his auttoTized capeciV, and tha by his signature an The imtnuhhezht the parson, or the catity upon behalf of which the person acted,executed the fit. I certify under PENALTY OF PERJURY mWer the laws of the State of California Chart ft fvre&ng puagrapb is true"cormct. W TNESS ray Mond=0 ofFiciel veal. �M�p�l11aMW1�,�� man!17i��1 1+ ;4"Alra exata 4 STATE OF CALWOIf NIA ss COUNTY OF GRANDE ) On A 14, 2009, before me, Jacquelyn A. Heckethom, it Notary Public, personally agp esrehd r who proved to Bare on the basis of nUsfb+ Wq evideme to be the person whose name is vjbwTi 3d to tfhe within hmbnataent.and acknowledged to me that he executed the soma in his atiRbmized capadty, and that by his signature on the instr�t the person, or the entity upon behalf of which the person acted,executed the Wit_ I cenify under PENAL'T'Y OF PEPJ"URY under the laws of the State of California that the foregoing pamgmpb is true and correct. WITNESS my Mond armd ofl:#cial seal. LIP KxM9M Oman s t rr CSI t loo Public L-13 ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF_Les A - � llo On_ +afr ..r �... bofers rrne, C 2,3n I :g�n Notm Pub9c, personalty who proved to me on the be"of oatWodwy ounce to be the pormwoM wh3oo Sfare subscribed to the win Irrs"wrd and ackr**Wged to me that h tf-y executed the same In�lr a and that by�flhelr slgrotuna%on the Instrument the person ,or the entry upon behalf of w Nch ft perorO)acted, awouted Instrument. I oertlfy under PENALTY OF PERJURY under to laws of the State of CaKorrle that the kwegoing poragwph Is true and oorrect, WITNESS my hared and offal seal, Signature 1 t = I} cAFOL IMPON u�ssocurnr L-14 ExWbit� Lcga] Description of Ptvperty PARCEL L LOTS 3.2 AND 3 rN BLOCK 100 OF TRACT NO.5K IN THE CITY OF SEAL BEACH,COUNTY uF ORANO , STATE OF CALIFORNIA.AS TEE MAP 115CMUDED DI BOOK 31, PAGE T7 OF NUSMI,ANBOUS NAPS,IN THE OMCZ OF THE COUNTY RBOORDEK OF SAID=NrY. ExCwr T3 T /P�Q�R joN YNC�:L}x(MI) rN THE /FINAL $R OF �,ATION RECORDED"C IR 23. 1977 IN BOOR 12113,PAGE 201.OFFICIAL REC'.T RM. SAID LAND 13 NCLUDED`i1+'ITHIN THE AREA SHQ'wtrl ON A MAP FILED IN THE OFF> OF THE CC)VNTY RBCORDER Of SAID ORANGE COUNTY, IN BOOK 90, PACES 23 TO 30 INCLUSM OF RECORD OF"VEYS- AARCEU : IMAT PORTION OF TMkE LAND LOC.AT" NO. 137 (S'1 MVEY Na 106) AS PATEVM BY THE STATE OF CALWORNIA ON MRUARY I2, 1901 AND RECORDED APRIL 77. 1901 IN BOOK 9. PACE 103 OF PATEM WORDS OF LOS AMELES COUNTY AND RWORDED SEPTB(BUt S. IW5 IN BOOK 1. PAGE 231 OF PATENT% RECORDS OF ORANGE COUNTY DEED AS FOLLOWS: BEGINNING AT STATION 49 OF THE BOUNDARY SURVEY OF TK RANCHO LOS AlA3► rOS,AS FM MAP WORDED IN 8[]OK 1.PAGES 460,461 AND 4412(W PAT13tM Of SAID L03 ANGELES COUN+W, ITtE 3CE ALONG SAID BOUNDARY NORTH 6S"W W WESI 230.47 FEET TO A LIME PARALLEL WIM AND 2W.0[1 FEE, WWrHWXFrlgRLY FROM THE RA►NG771~? LINE BETWEEN BOUNDARY STATXWS 49 AND 3{r TH1:1OM ALONG SAID PARA1 EEL.LINE NORTH$4°4V CID" EAST 1726.411 F731 T TO A LINE PARALLEL WTTH AND 30.100 FEET SOVTHWLznU LY FROM THE SOLMMFMRT.Y LINE OF THE 200 FOOT MW OF LAND DESCRIBED IN QUIT MAEM DEW TO THE PACUW ELECTIM RAILWAY COMPANY ROCORI:)EX) FEBRUARY 21, 1924 IN 13(= 314, PAGE 44 OF DEEDS OF SAID ORANGE COUNTY;THENCE ALONG SAID SOUTHWESTERLY LIM SOUIV 42' 13'W EAST 301.52 FM TO SAID LA]' M LM-THENCE SOUTH-°4P W WEST I t36.60 fEET TO THE POINT OF BEGINNING. F:XClF'T THERMOM THAT PITION LYTNG NORT EASTERLY OF THE LAM!CQfTVIEYED TO THE STATE OF C.ALWORN7A FOR RKEWAY F'C11i M KBOURDED IN B(XK 426,.PAGE 78 OF DEEDS, SAL RECORDS OF LUD ORANGE COMY, AND SUBSEQTJINI'LY RELINQUMED TO THE CITY OF SEAL MACH BY DNML 1 M R9DRrIED IN BOOK 700, PAGF.2b0 OP OFMAL RSCOM OF SAID COUN 'k'DESCRMM AS MIATYS; BEGINNING AT A POINT ON IKE HOLWDARY LOW BETWEEN STATIONS 49 AND 50 OF SAID RANCHO LOS ALAMrM DISTANT NORTH 5404V 00" EST 21327 KET FRDM SAID STATION 49; TM ME NORTH 43°S&{113" WEST 202.36 FSST TO A LINE PARALLEL. WITH AND DISTANT NORT1TWESTERLY 20(!,00 MT FROM SAID BCC NDARY [.[4E; TF RKM W RTH 34'4V W EAST SO."FEET ALONG SAID PARALLEL LIN&;TIRNM SOUTH 430 %' (W FAST=36 FEE 1 T'O SAID BOUNDARY LINE; THENCE SOT F1 540 48'W NEST W94 FEET ALONG SAID BOLNDARY LINE TO THE POINT OF BEQRORNG. zn3a 1047.2 A-1 IO"4""A L-15 SAID LAND 18 ENCLUDW WrnM THE AREA SHOWN AS PARCEL A IN LICEM SURVEYORS MAP OF THE TIDELANDS EAST OF NAMES 1FIlXV IN BO0K 2,PAGES 47 AND 46 OF RECORD OF SURVEY'S, IN THE C?MCE OF nM CX7VlNrY REC)RTIER OF SAID COUNTY OF ORANGE. PARCEL 3: THAT PORTION OF THE SOVM HALF OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 12 WEST, INCL[J113W WrM Ni LOT C-1 OF THE ItAPXM IZS ALAMr'1'O& IN THE CrN OF SEAL BEACH,COUNTY Of ORANGE, STATE OF CAiIEOi1 KIA,AS PER MAPS I AND 2 fUED IN DECREE OF PAIITITiON IN THE SUFM COLT OF CALIFORNIA IN AND FOR THE COUNt"1C OF LOS AMELES.CASE N[]. 13M7,A COM FIED CCU OF ME FINAL DEMER OF SAID CASE HAVINU BM RED FEBRUARY 2, 1891 IN SO=14.PAGES 31 OF REEDS. IN THE OFFMCE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY,QED AS FOLLOWS: sEGIMVM AT STATION 49 OF SAm RANCHO LOS ALAMITOS;T]3ENCE NORTH 34"47 0" FAST" 21317 FEET ALONG THE WF.STERL.Y BOUNDARY OF SAID RANCHO TO THE SC1UTHWEMRLY LINE OF MARINA DJUV'E,AS DESCRIBED IN THE DEFT TO THE SPATE OF C RNIA. RE ORDFA IN BOOK 436. PAGE 107 OF D=6 OF SAW ORANGE COUNTY-, THENCE ALONG SAID SO TTHWESTMtLY LIM SOUTH 44' 02'EAST 33.30 FEET TO THE BEGTNr IXG OF A CURVE COIV1rAVE TO THE NORTHEAST HAti►ITICI A RAMUS OF F T; THENCE SC]UMASTERL.Y 123.71 FEET ALONG SATD CURVE TO -11 NORTIREAMIRL.Y Pi .OWEY TION OF THIS NOMMINTERLY LINE OF FUtST STREET.AS SHOWN ON A MAP Of BAY CTI"Y QED IN BOOR 3, PAGE 19 OF A MCELLA NBOU'S MAPS.IN THE ORWE OP THE COUNTY RECC'tDFA OF SAID COUNTY.THENCE 90V TH 311 Io?Yr WEST 137A9 FEET ALANG SAID "tOL,ONGATEN TO THE SOVTHWIILS7WY LINE OF SAID LOT C-1. THENCE NORTH 63° III' 10" WEST' 2400 FAT TO THE POINT OF DWTNNING, EXCEPT THAT PORTION DESCRIBED Di THE FINAL ORDER OF C0NDEMN,ATION RECORDED MARCH 23.1 11 IN BOOK 12113,PAGE 2DI,OFFIKUL RBCORD& PARCEL 4: THAT PORTION OF BUCK B OF SAY CRY. IN 771E CITY CI' SEAL BEACH. COUNTY Of ORAME STATE OF CAL114DRNIA. AS PER MAP RZCORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAIM IN THE OFFICE OF = COMM' REIDORDER Of SAID COUNTY I.YING NORTHWESTERLY OF THE SOUTHWEffE LY PROLONGATION OF TtM SOL7ffEASTERLY LINE OF FIRST S'TRW AS SHOWN 0.4 SAID MAP. EXCM THAT PORTION THERW LYING NORTHEASTMLY OF THE SOUL'1EWEMULY L1NE OF OCEAN AVENUE AS DES 94 THE DEM TO SAM CITY RECIO"IID )A.'NUARY 23,1032 IN BOOK SM,PAGE 49 OF OFFICIAL RECOPM, ALSO EXCEPT THAT PORTION THEMF LYNG SOU'1HERL.Y AND SOUTHWESTERLY OF THE FOLLOWINO DESCRIBED LC4F- MA" €010-2 A-2 H&Oc 043314 4 L-1 6 EDC►1NNI40 AT A PO N? OF INTERSECTION OF THE S Y LIM OF FIRST STTlELrr AND THE Y U NE OF OCEAN AVENUE AS SALD $TOM ARE SHOWN ON TEE MAP OF SAID BAY CITY, llaNCE ALDNO THE Y PROLONOA7'M OF SAID SOUTHPAMMY LINE OF FIRST STREET 273,93 FEET TO THE TRUE POINT OF EEi3MM,THEN=Nom SS°so wm ss.32 ma-,THENCE I+iDRTFI 22' 5I'WEST 36&64 FEET;IM94M NORTH 24"3V EAST 71.78 FEET TO TIME SOUTHWESTMV 11NE OF OMAN BOtlLEVARD.AS SHOWN ON SAM MAP, PARCIri.3, OL THAT PORTION OF BLOCK "B" TOGrnM WITH THAT PORTION OF "OCEAN AVE" A STREET, IN THE BAY CRY TRACT, IN INE C"Y OF SPAT,BEACK CCMLFIMfTY OF ORANOE. STATE OF CAI, NIA.AS PER MAP RCORbED IN BOOK 3,PA0919 OF MMCK"NE)OUS MAP& Its THE OFFICE OP THE COUMrt'RIBCORDER OF SAID COtWY LY NG WESTERLY OP TIM SOtMUERLY MOL04GATIOCN OF THE EASTERLY LINE OF BLOCK ,C" OF SAID BAY CRY TRACT QED AS FOLLOWS, BEGIeN�eKI�NyO� AT THE POINT OP MU�StE�C�f10QN O3Fe7IM SOUTHWE LRI.Y PROLONGATION OF THE NOR�.LY LINE OF MST MHE ,AS.SHO"ON SAID MAP, WITH THE 1NORTHEABTERI.Y LINE OF SAID BLDCK"$"; THENCE NORTH 31' I7¢Or EAST WI I FEET ALONG SAIL]SOLM14WEBTF.RLY PROLONGATM TO 1'NE Mt744T SOU MMY C ORMM OF SAID OLOCK mCll, THE FORTH SP 41' 3V WEST 317-56 FWT ALONG THE 9OVITIWESTERLY DINE OF SA17J BLOCK "C" TO THE EASTERLY LINE OF THE LAND DESCRIBED IN TtM DEED TO LAS ANGELES COUNTY FEOOV CONMOL DISTWCT RBCORDED MAY 20,1933 IN BOOK 612,PAGE 317 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, TH04CE SiOUTWE1RLY ALONG THE SUtlT1'IERLY PRQLADMAT[ON Of SAID EASTERLY LINE, AND THE SEOJ- BEACH BOUNDARY ACaRJMMWENT NO 2. REDID APRIL 9, 1%4 IN BOOK 1366,PAGE I OF C ffX3AL RECORDS OF SAID ORANGE COUNTY TO THE NORTHERLY MMM3MJS OF THE AGEEbOff LINE WmEEN THE STATE LAMM MMISSION AND THE/SCI Y Of SEAT. �L AND THE CM OF LOS ALES RECORDED ALXH)ST 9, 1967 IN ILK 8336 PAGE 454 OF OFFU AL RECORDS Of SAID ORANGE COUNTY, TFI1r3+ACE SOM 240 31` 0(" WESt WOO Mr ALOM LAST SAID �18NT L IM TQ TUE SOLMHWU RRLY CDitNRIt OP THE LAND VrACRER IN THE OF TO M CITY OF SEAL REA43i R COW N;JANUARY 23, t932 IN IN 8�44.y1.G�.3pX PPAaE 49 O OFFICIAL ,RigaO SAID 4J� rS VVf+1i ii iH C11�.G SOUTH 6r 06r2f LAM 297,06 FEET ALO NO THE SOUTHERLY'LINE OF SAM"LAND OF SHE CITY OF ZU BEACH,SAID SOMMY LINE BEM THE SIMMI RLY LINE OF OCEAN AVENUE AS SET WRTHI IN ILESMUrION NO. 197 BY THEMUSrM Of ME Ci'I'Y OF SEAL BEACH AND R It M IN SAID BOOK S36.PAGE 49 OF OFFICIAL RBCORI36,TO TM TOM OF BEGRqNM. A PORTION OF SAID OCEAN AVE.WAS VACATED UPON ApfPUCAT ODN Of THE BAYSIDE LAND C OUIPAN'Y AND AC MN OF THI TRUSTEES OF THE CITY OF SEAL BEACH RECORDED AUX3M 15,1914 IN M'I Ar1E BOOK I 1 AT PAGE S 1. 11I VW 14147.1 MQ.:`x"9'6 L-17 PARCEL& BLOCK C OF BAY CITY, IN TAE CITY OF SEAL BEACH, COUNTY OF ORANCIE, STATE OF CALWORNK AS PER MAP RFMRDIID IN FORK 3.PAGE 19 OF NIISCELLAWWS MAPS,IN THE OPFICE OF'THE COUNTY REC DER OF SAID CEXUi+It'Y, AND THAT PORTION OF L D T A.2, IN THE RANCHO IM AI.AMM INCI.0 ED WffM SAID CITY OF SEAL BEACH.AS SWWN ON MAP NO. I FED TK DI CRES QED PARTITioN IN M SUPISRIIOR COURT Of LOS At+EI3F.LES COUNTY. CALIFORNIA, CAR NO. 13827. A CERTOUD COPY Of THE TINA. DBCREE OF SAID CASE RAVING SEEN RECORDED FEBRUARY 2.1101 IN BOOK 14.PACE 31 OF DEEDS OF SAID ORANGE COUNTY,LYING wErnatLy OF SAID BLOCK C SAND LYING WMTFIERT.'Y OF THE %WTERLY PR.OLANUATION OF THE SOLn HW ESIVALY UM OF SAM BLOCK C. EXCEFT FROM THE ABOVE DESCR1F3W PORTIOPI OF SAW LOT A-2 THAT PORTION -INEREOF LYU46 V MTIRRLY AND SO(nWERLY OF THE FOLLOWING DESCAMW LM 13WWNTNG AT A FONT NORTH 65`Olt'00m WEST, 33040 FEFT FROM STATION NO. 49 OF THE PATENT BOUNLDARY DINE OF '1HE RANCHO LOS ALAMI rW. BEING IN THE NORTHEASTERLY UNE OF SAID RLOCK"C"AND ON THE EASTERN SNORE OF=INERT PROM THE PACIFIC OCEAN TO ALAI nW BAY.THENCE SO= I2" w t1(1'1Yin Smm FEST,THE MM SO[ITH e W 00"WF. .015 MT,nZNM 90UM 29" 150V EAST, W2 FEET TO THE POINT OF MERSOCrION WTI. THE NORTHEASTMLY LINE OF OCEAN AM AS SHDWN ON AFORESAID MAP OF BAY CITY; THENM SOUTH SSR 4T or EAST, ALONG SAID LINE Of OCEAN AVENUE 325.63 FEET TO THE SOUTMWMY C09MR OF SAID BLOM"C`. ALSO EXCEPT THAT PORTION THMMF IIXLLMED W3' fW TRACT 691, AS PER MAP RHCORLDED IN BOOK 3I. PAGE 27 OF 1dI&CEI..I,.ANBOUS MAPS. IN THE OFFECB OF THE MU1T!'Y RECORDML OF SAID COUNTY. ALSO EXCEPT THAT PORTION DEkrRWW IN TUB MNAL ORDM OF CONDEMNATION RECORDED MARCH 23. I X77 IN DWK 121 13,PAGE 201,OFFIC'lAL RISC'"RDS. EXClrF'T PROM f SAID PARCELS i TH[]tWH S ALL WATn AND WATER RIGWI7S APPURTENANT WlIE`MR SURFACE Clt SUBSURFACE AND ALSO EXCEPT THEREFROM ALL Off,GAS,AND PETROLEUM.OR/T E]t MDWAL OR HYMO ARMN WIWA.M WITHOUT THE RX31ff TO EI'CM LEI THS SURFACE OF SA OD LAND FOR SUCH USE. AS RESERVED BY THE CITY OF LOS ANaUSS, A MUNICIPAL CORPORATFON,9 IN THE GRANT DEED RE[.ORDW MAY 27,2003 AS ENSTRLMOff NO. =30006I2379,OF OFFICIAL RECORD& END OY LE GAL D SCRI MON M3" 101471 A,,I L-1 8 Exhibit 11-1 LegW Dwaioon of Emmmwt Ams A STRIP OF LAND 10.00 FEET IN WIDTH OVER THAT PORT IV OF BLOCK E OF SAY CITY, IN THE CITY OF SEAL REACH, COUNTY OF ORANGE, STATE OF C;ALIFORNO, AS PER MAP RECORDED IN BOOK 3 PAGE 10 OF MISCEt.L ANE40US MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF S1U0 GOUNTY, THE CENTERLINE OF WHICH IS DES 18154]AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE LAND AS SHOWN ON RECORD OF BEY NCB, 2M-1010, AS FILED IN BOOK 193, PAGE 47 IN THE OFFICE OF SAID COUNTY RECORDER: "THENCE ALONG THE 9CXrrHERLX LINE OF SAID RECORD OF SURVEY NORTH 5r53"36"WEST 15.50 FEE I TO THE E f ...QE0IN ; THENCE NORTH 3261'7"25" EAST 21D.04 TO POINT W. THENCE CONTINUING NORTH 3"1725' EAST 229.84 FEET; THENCE NORTH 2643tOS' EAST 25,23 FMT TO THE SOUTHWESTERLY LINE OF OC15-M AVENUE AS SHOWN ON SAID RECORD OF SURVEY= THE SIDELINES OF SM STRIP TO BE I<I=NCIrTHENEA OR SHORTEWD TO MEET AT ANOLE POINTS AND TO TEMNATE SOUTHWESTERILY IN THE SOLITKWESTERLY LINE OF SAS RECORD OF SURVEY AND NORTHEASTERLY IN SAID SOUTHWESTERLY UNE OF OCEAN AVENL)E. TOGETHER WITH; PARCEL A: BEGINNING AT THE HI=RE94ABOVF DESC'RISED POINT A; THENCE NORTH 5742:'35' WEST 9.60 FEET; THENCE NORTH 324726' EAST+44.00 FEET; THENCE SOUTH 57%%35' EAST 11%00 FEET; THENCE SOUTH 32°1 T2V WREST 44.41) FEET; THENCE NORT14 5r4ZW EAST 6.50 FEET TO THE POINT OF BEGINNING. SUBJECT TO COVENANT,% CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. ALL AS MORE PARTICULAPtLY SHOWN ON EXHISIT 8 ATTACHED HERETO? AND MADE A PART HEREOF, DATED THS 13r€DAY OF MAY,2004. COL.&ca . .G wEN.'VI=RSA DEL CASTILLO, PPS 5108 51�D8 REGISTRATION EXPIRES�7 5106ID7 c t�tt)X33 N 9 rE L-1 9 ExidIfit Dq&Auu of Famemast Ama Of le Of �r r f r r r f 9E1MR1M16 slsrrrn i NW31#wlr "o" I =rglq llrc 11L W ? irpW IF 4 T ! Zlr 4r 2*Cm M 10 NST"4r 7J"[ 6,S& IYl�lf 2011a MCI 11-2 tau..OU319 Vd L-20 Revenue ARoadom for Emematt Hoiden A*ingm LLC 12.5% Genu r,LLC 25% OHM LLC 25 Kyle LLC 115% F'*rkhtffn LLC 255 Irow 2n,V q 141472 H&O 10319 v4 SchodWo 1 L-21 Exhibit M ASSIGNMENT OF IJCENSE AGRERMENT This Assigmennt of License Agmeta mt (this "Awdgument') is entered into as of Febrawy 17, 2009 (the "Eflfeettve D*te) by and between flay City .Partners, LLC,a California limited liability oampany C Aaahpnr"),on the one hand,and Addnscyn LLC,a Cehfurnis Limited liability company ("AticinmA LLC), 'Tenth Stzxw Building, LLC, a California halted liability ownpany ('"Gentibrr LLC"), Main & FCH, LLC a CaUmnia limited liability company, C'GrIMth LLC'% Kyle LLC, a California limited liability company C'Kyle LLC I, and Park-c, LLC, a Califamia limited liability company (''Parkhurst LLC") (coilectivcly "Assignee'% on the other hand: L 1. Ali gar d. curt r isan g=Awl. Assignor hereby assigns and trans&m to Assignees all of Assignor's right, title and interest to aad tD that certain License Agreement(the "License Agmmmt") dad as of February 9, 2006 by and between Assignor, as licensor, and Plains Fxploation&Producti(m Compa y, a Delaware omporation, as assi to Dus C11adTas Ofhhvre Xc*our A*, LLC, a Texas limited liability company, as license-e, pursuant to d st certain Letter Agrearr m dated March 1, 2006 (the "License'), as assigned to DCOR, = a Texas limited liability company (IbtrOR') covering the property therein described(the:"License Area"). Assignee hereby accepts the foregoing assignment, assures arW agrees to pofvrm all of the covenants, conditions, agreements and obligations of Assignor under the L.icesm ftt arse of acre on or after the Effective Datc, 2, Assi"W I der. The patties undemUnd and agree (and, by execution below, Licensee understands and age) that Askgrwr has previously granted or concurrently herewith is granting to Assignee a cart-cxclukvc easement of the entire I.omc Area pursuant to that cemain Eas=ent Agreement of even date herewith by and between Assipux,and Assignee (the "Emsemerttt Agreetnennt!" and that, based on the Easement Agreement,Assipm 9WI be deemed to be the "der" under the License Agreement for all purposes,notwithstanding that Assigncc dues not own fee title to the Uccw Area. 3. Indgifio&n. Assignor shanil, froem and after the Effective Date, ircleranify, defend, and Meld .a►ssignoc hamlem from any liabilities, losses, costs, demands, eiamags, claims, suits, judgments or expenses (including, without limitation, attormys' fees and costs) incurred by Assignee arising out of or connected with the Licalse that arose or a"Tued prior to the Effete DaW. Assignor shall, from and after the Effectiv o Date, indemnity, dafcnnd, and hard Assignee harmless f-om any liabilities, losses. costs, demands, Uniges, claims, suits, judgments or exile (including, without liatitation, attarnays' fees and costs) incurred by Assignor arising out of or contivuW with the L.ie mse:that arise or awe can or after the Effective]Date. 4. 1 ad,36r gdo. Assignor and Assignee each rcpresmt and warrant to each atbcr that it is qualified and has full power and autbority to execute this Assignment, and that the pemon ssipu ng this Assignment on its bebalf is authoNxed to do so. Assignor further represents and warrants to Assignee that (i) the License is in full force and effect, (ii)Assignor has the right to assign its rights under Ow License to Assigner, (iii) Assignor Z+!W I0I47.2 Hid):$43437 vs M-1—1 has not previously assigned its rights under the License Agreement to any other party, mA (v) Assignee shall be entitled to receive any and all revenues received from the Licensee under the Licerm Agreement. 5. BilWing 4%g mmant. This Assigrimml shall be binding iipon and irK" to the benefit of the successors and assigns of the rospractive paz•ties hereto. 6. Attorneys'_Fees. In the event of any controversy arising out of or in correction with this Assignment, the prevailing party in any such action or proceeding shalt be entitled to receive from the other party all costs and expenses, including actual attorneys' fees, disburscmcnts, and court costa reasonably incurred by the prcvailing party in connection with such action or procccding. 7. Governing Law. This Assignment shall be goverried Fey, interpreted under and construed in accordance of the laws of the State of California. 8. a7u ltCt tS, This Assignn=nt may be executed in orrc or more counterparts,, each of which shall he deemed an original, but all of which shall collectively cow.stitute cmq agreement, 40 N. WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the Effective late written above. Assignor: Bay City Partncm,a California limitad liability ccrm�y By: .Member Y: aytq Rob A.€3ri h+l r BY: B e,Mem BY: Parkhurst, Member B dhz 4l'm y Atkin In 5qF1 at Tnmt4m o c Atkinson Farridlj Trust 2 M-2 Assignee: Aicinson LLC: AtkL=on LLC,aCatikrrt is limited HaWlity cDniDanv BY= Geatnff r�dy Atki LLC: Tenth Strut Building, LLC, a California limited liability company By: Rocky and Deborah Caner FamilA LLC, a Californi i company By. Mawiag Mew Griffith LLC_ Maia PCK LLC,at Caiinia limiW liability Convany $y 1§ ,4. Gri Matzg ng Member Kyle LLC: Kyle,LLC, a Cal' `a limited liabil' corky By-, Brian 1e, Sofa PmIdmrst LLC` C, a Crifi "t ility co any By; J a Park Marx*ng Member 2,13" 10147.2 R&&.#047 rs M-3 1 P1"ED AND AORZM: DCOP,hereby acknowledges and cammmts to the foregoing Assipment of License went by and betw=Assignor and Ass pea. DOOR acknowledges that as a result of this Assigtutnestt,the Lio=c A.gro meat is now bctwcm DCOR and the Assignee(i.c., the casement holders of the Lioectse Area). DCOR fi wtbca acknowlcdgcs and agmes that as a result of this Assignment, as of the Effecfive Date Assipar is hereby released frcun any and all obligations under the kense A� and Assignee is solely obligated there:mder_ DOOR agrees, from and after 2009,until notified o mwisc by a majority in interest of the awement holders,to make sepaiVe payrnem of the s motu►ts due=W the License Amt to each of A*inwn LLC, Gentrier LLC, Griffith LLC,Kyle LLC amd Parkhurst LLC according to the percentage it west held by each and at tha address for each as set on Schedule I orxhcd hevo. DCOR, LLC, a TexahaWed liability ca IV B . Ti vice Presidant 4 M-4 � _ t of LiMse Agreement A*irmn LLC (12.5%) 459.2 Orion Street Huntington Beach,CA 92649 Attu- Cindy Atkinson Tenth Suet Building, LLC (250A) 2999 W trninster Acne,Suite 243 SeW Beach,CA 90740 A MM: lucky Ofttrier Main&PCH,LLC (25°16) 1225 CaWina.Avenuo SeA Beach,CA 90744 Aft: Bob Griffith Kyle,LLC {12.5%) P.O.Box 179 Seal Beach,CA 90744 Ann., Brian Kyle Park-e, LLC (2�o/,,) 107 Opal Ave, Newport Bcach, CA 92662 Attu. Jim Pmrkhurst 5 M-5 RECORDING REQUESTED BY Recorded in official Records, orange County ] Tom Daly, Clerk-Recorder t 1 [ AND WHEN RECORDED MAIL TO: '111.1 111111111111111111111111111111111111111111110111111 NO FEE City of Seal Beach 20 11000153854 3:32 pm 03/24/11 211 81h Street 47 415 E01 7 0,00 0.00 0.00 0.00 18.00 0.00 0.00 0.00 Seal Beach, CA 90740 Attn: City Clerk (SPACE ABOVE THIS LINE FOR RECORDER'S USE) Exempt from payment of recording fee— i Califomia Government Code§§6103 and 27383 GRANT OF EASEMENT FOR SEWER ACCESS, CONSTRUCTION AND MAINTENANCE PURPOSES . Bay City Partners LLC, a California limited liability company, owners of `� certain real property situated in the City of Seal Beach, County of Orange, State of California ("Grantor"), hereby grant to the CITY OF SEAL BEACH, a municipal corporation ("Grantee"), an irrevocable easement for sewer access, construction and maintenance purposes, in, over, across and along said certain real property described in Exhibit "A" and delineated on Exhibit "B" attached hereto and made a part hereof by this reference. J SUBJECT TO easements and rights of way of record or apparent. RESERVING UNTO GRANTOR, its successors and assigns, the right to use said land for any purpose, that will not in any way interfere with the use by Grantee of this easement. Dated: March 17, 2011 BAY CITY PARTNERS LLC, a California limited liability company By: Bob A. It h, Me I N%410) r By: ,,4 B ' Kyle, M ber By: m s Parkhurst, Member By: { Cindy Atkinsc6 Member 3/17119 10147.2 #95869 v1 EXHIBIT A SEWER EASEMENT LEGAL DESCRIPTION THAT PORTION OF BLOCK B OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE EXTENSION OF THE SOUTHEASTERLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SAID STREETS ARE SHOWN ON THE MAP OF SAID BAY CITY; THENCE, NORTH 54-44'12" WEST, 13.95 FEET ALONG THE SOUTHWESTERLY LINE OF OCEAN AVENUE, AS SHOWN ON RECORD OF SURVEY NO. 2002-1090, FILED AS INSTRUMENT NO. 2003000516244 IN BOOK 193, PAGE 47 OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, STATE OF CALIFORNIA,TO A POINT ALSO BEING THE INTERSECTION OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 504.00 FEET WITH A RADIAL TO SAID CURVE AT SAID POINT BEARING NORTH 58 015'19" WEST; THENCE, SOUTHWESTERLY, 106.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12 009'49" TO A POINT OF COMPOUND CURVE WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 200.00 FEET, A RADIAL THROUGH SAID POINT OF COMPOUND CURVE BEARING NORTH 46 005'30" WEST; THENCE, SOUTHWESTERLY,22.35 FEET ALONG SAID 200.00-FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 6 024'07" TO A POINT OF TANGENCY WITH A LINE BEARING SOUTH 50 018'37" WEST; THENCE, SOUTH 50°18'37" WEST ALONG SAID TANGENT LINE 42.77 FEET TO A POINT OF TANGENCY WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 90.00 FEET; THENCE, SOUTHWESTERLY, 17.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11111'26'52" TO A POINT OF REVERSE CURVE WITH A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 400.00 FEET, A RADIAL THROUGH SAID POINT OF REVERSE CURVE BEARING SOUTH 28 014'31" EAST; THENCE, SOUTHWESTERLY, 78.24 FEET ALONG SAID 400.00-FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 11 012'25" TO THE SOUTHWESTERLY LINE OF SAID RECORD OF SURVEY NO. 2002-1090;THENCE, ALONG THE SOUTHWESTERLY AND SOUTHEASTERLY LINES OF SAID RECORD OF SURVEY THE FOLLOWING COURSES AND DISTANCES: 1. SOUTH 21°50'35"EAST,32.84 FEET; 2. SOUTH 57 053'35"EAST, 55.32 FEET; 3. NORTH 32 017'25"EAST,273.93 FEET TO THE POINT OF BEGINNING. CONTAINING 10,768 SQUARE FEET,MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. SEWED EASEMENT r EXHIBIT B 30, �0, SCALE; 1" = 50' ��I �� ��� l ` r N581 5'19"W (RAD) 5 I 4 MAP OF BAY CITY 110' POR. OF BLOCK B M.M. 3 19 N46*05'30"W (RAD PCC) Q.....,. Rl 528'14'31"E w• (RAD PRC 1❑ moo. 1 N39"26' 6"W -- (RAD) 2 O DELTA RADIUS LENGTH ❑ BEARING DISTANCE 1 I V 12' 25' 400. 00' 78. 24' 1 S32` 17' 25'W 273. 93' 2 11'26'52' 90. 00' 17. 98' 2 N57'53' 35'W 55. 32' 3 6'24'07' 200. 00' 22. 35' 3 N21'50' 35'W 32, 84' 4 12'09'49' 500. 00' 106. 15' 4 N50' 18' 37'E 42, 77' 5 S54'44' 12'£ 13. 95' CERTIFICATE OF ACCEPTANCE This is to certify that the easement conveyed by grant dated March 17, 2011 from Bay City Partners LLC to the City of Seal Beach, a Municipal Corporation, is hereby accepted by the undersigned officer on behalf of the Seal Beach City Council pursuant to authority conferred by Seal Beach City Council Resolution No. 2271 adopted on November 26, 1973, and the grantee consents to the recordation thereof by its duly authorized officer. Dated ag3 City of eat Beac By,,.,Rd. &U& ' City Clerk RESOLUTION NUMBER 6151 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL CONSENTING TO AND APPROVING PAYMENTS BY THE SEAL BEACH REDEVELOPMENT AGENCY FOR THE VALUE OF A SEWER EASEMENT AND FEE TITLE TO CERTAIN PROPERTY FOR OPEN SPACE AND IN CONNECTION WITH THE CITY'S REFURBISHMENT AND IMPROVEMENT OF ITS RIVER'S END STAGING AREA AND SAN GABRIEL RIVER BIKE TRAIL RECITALS: A. Bay City Partners LLC, ("Bay City") owns vacant land (the "Property") located between 15` Street and the San Gabriel River, and between Marina Drive and the City beach in the City of Seal Beach. Previously, the Los Angeles Department of Water and Power owned the property and operated a power plant thereon. The Property is located within the Riverfront Redevelopment Project Area and the DWP Specific Plan area. Bay City proposes to develop the Property with single-family homes (the "Proposed Residential Project") on the northerly portion of the Property. State law and the City's Charter and Municipal Code require Bay City to obtain land use and other entitlements and permits from the City and other agencies including a coastal development permit ("CDP") from the California Coastal Commission in connection with its Project. The remaining portion of the Property lies generally and largely south of the westerly prolongation of the southern right-of-way boundary of Central Way and is referred to herein as the "Open Space." The City's Specific Plan for the Property defines the open space uses as "Public parks, green belts, bike trails, nature trails, hiking trails, and any passive recreational uses normally located in parks or open spaces." The Redevelopment Plan for the Riverfront Redevelopment Project designates the open space area as parkland. The Redevelopment Agency's 5 year implementation plan contains, inter alia, the goals that the Agency will "assist in the redevelopment of the former Los Angeles Department of Water and Power (DWP) site" and `Increase parks and recreation opportunities that leads to increased economic activity." B. The City of Seal Beach (the "City") seeks to refurbish and improve its River's End Staging Area and San Gabriel River Bike Trail (the "River's End Project"). Much of the River's End Project is located on property adjacent to the southwesterly and southerly boundaries of the Property. A segment of the bike trail that is part of the River's End Project crosses onto the Property along the San Gabriel River at the Property's westerly property line (the "Bike Trail Parcel"). C. The City and Bay City engaged in litigation including a complaint in eminent domain filed by the City seeking to acquire two portions of the Property: (1) The "Driveway," a public access roadway from First Street and Ocean Avenue to the public parking lot that serves the River's End Project and maintains public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street beach parking lot, and the River's End Cafe; and (2) The "Sewer Parcel," a sewer maintenance area to maintain an existing City sewer line. Pursuant to the California Environmental Quality Act, Bay City filed a writ of mandate challenging the City's issuance of a mitigated negative declaration for the River's End Project. The City incurred substantial litigation costs, including attorneys' fees, consultant and expert witness costs, mediation costs and court costs, in connection with the litigation. For the fiscal year 2010-11, those costs are not less than $300,000. Resolution Number 6151 D. To resolve all disputes and litigation between the parties, Bay City, the City and the Redevelopment Agency of the City of Seal Beach (the "Agency"), entered into a Settlement Agreement and Mutual Release (the "Agreement"). E. Pursuant to the Agreement,the City paid $900,000 to Bay City and, in exchange, Bay City conveyed to the City an irrevocable easement for the Sewer Parcel for sewer access, construction and maintenance purposes. In addition, Bay City leased to the City the Driveway and the Bike Trail Parcel, which enables the City to install its improvements to the Driveway and the Bike Trail. F. Pursuant to the Agreement, in the event the City approves the Proposed Residential Project and the Coastal Commission issues a CDP to Bay City for the Proposed Residential Project, the City will pay to Bay City the amount of $1,100,000 and Bay City, in exchange, will convey to the City fee title to (1) Open Space for future open space and park uses, which consists of all of the land south of the westerly prolongation of the southern right-of-way boundary of Central Way, except±1,200 square feet of land within the Proposed Residential Project area south of the westerly prolongation of the southern right-of-way boundary of Central Way; (2) the Driveway; (3) the Sewer Parcel; and (4) the Bike Trail Parcel. G. If the Coastal Commission does not issue a CDP to Bay City for the Proposed Residential Project, or the City does not approve the Proposed Residential Project, the parties shall have no obligations as described in paragraph F, above. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Pursuant to provisions of the Community Redevelopment Law ' (California Health and Safety Code Section 33000, et seq.) (the "Redevelopment Law"), and in particular Section 33445 thereof: A. The Agency shall reimburse the City $1,200,000 for the cost of acquiring the irrevocable easement for the Sewer Parcel as described in Recitals C-E, above (the"Easement"); and B. In the event the City becomes obligated under the Agreement to pay Bay City $1,100,000 for the cost of acquiring fee title to: the Open Space; the Driveway; the Sewer Parcel; and the Bike Trail Parcel, as described in Recital F above (collectively, the"Parcels"), the Agency shall reimburse the City for such payment, or make such payment on behalf of the City. Section 2. The City acquired the Easement through a short-term borrowing from the City's sewer enterprise fund; however, pursuant to prior understandings of the Agency and City, the cost of acquiring the Easement has been allocated to the Agency. Except for the funds advanced by the City from the sewer enterprise fund (which must be repaid and used for the installation of capital improvements to the sewer system), no funds of the City were, are, or are reasonably expected to be, available on a long-term basis under the budget of the City to pay for the cost of acquiring the Easement or the Parcels. Traditional methods of financing such as the issuance of general obligation bonds by the City are unavailable as a practical matter because of the extraordinary majority voter approval requirements of two-thirds of the electorate. Assessment financing or special tax financing could overburden benefitting properties with assessments or special taxes which would be added to existing taxes and assessments, and, in addition, special taxes and assessments require voter or property owner approval. Resolution Number 6151 In April 2005, the City successfully applied to the Rivers and Mountain Conservancy for a grant to help fund the River's End Project. However, this grant will be used to finance the improvements to the River's End Project and is not available to fund any costs associated with the acquisition of the Easement or the Parcels. Section 3. The Property, including the Open Space, Driveway, the Sewer, and Bike Trail Parcels, and portions of the River's End Project are located within the Riverfront Redevelopment Project Area (the "Project Area"). Acquisition of the Sewer Easement is necessary to provide service to property within the Project Area. The Bike Trail Parcel is required to complete the San Gabriel River bike trail. The Driveway is required to maintain public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street parking lot, and the River's End Cafe. The sewer within the Sewer Parcel provides service to the buildings within the River's End Project and will provide service to buildings and facilities within the Project Area. The Open Space is located within the Project Area and is designated as parkland in the applicable Specific Plan and the Redevelopment Plan. The River's End Project and the proposed park will serve the residents and taxpayers of the City, including the Project Area. The Project Area is an area in which the combination of conditions of blight is so prevalent and so substantial that it causes a reduction of, or lack of, proper utilization of the area to such an extent that it constitutes a serious physical and economic burden on the City which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. Among other things, the Project Area contains vacant and underutilized properties and properties which suffer from economic dislocation, deterioration or disuse, including depreciated or stagnant property values and impaired investments, and deteriorated, aged and obsolete buildings. In addition, the Project Area is characterized by the existence of inadequate open space and public improvements and public facilities, including recreational facilities, which cannot be remedied by private or governmental action, or both, without redevelopment. The lack of adequate open space and public improvements and facilities hinders economic development opportunities and contributes to the existence of depreciated and stagnant property values and impaired investments in the Project Area. The River's End Project and the proposed park will assist in remedying a lack of adequate open space and public improvements and facilities and will thereby encourage private sector investment in the Project Area, thereby facilitating and accelerating the redevelopment of the Project Area. The River's End Project will assist in eliminating factors which prevent or substantially hinder the economically viable use or capacity of buildings or lots, assist the revitalization of the Project Area, help to reverse depreciated or stagnant property values and impaired investments, encourage private sector investment, create job opportunities, promote the economic viability of businesses in the Project Area, attract new businesses, assist in retaining existing businesses, and encourage business expansion, thereby facilitating the redevelopment of the Project Area, all for the health, safety and welfare of the residents, businesses, and taxpayers of the Project Area. The River's End Project and proposed park will serve a basic purpose of redevelopment; which includes the provision of structures as may be appropriate or necessary in the interest of the general welfare, including recreational and other facilities. In addition, a fundamental purpose of redevelopment is to provide an environment for the social, economic and psychological growth and well-being of all citizens. The River's End Project and the proposed park will serve the human need for fresh air, sunlight, physical exercise, recreation and social interaction and psychological release, contributing to the well-being of the community. Resolution Number 6151 Section 4. The City Council hereby finds and determines that based upon the foregoing and other information presented to the City(i) the acquisition of the Easement and the Parcels are of benefit to the Project Area by helping to eliminate blight within the Project Area; (ii) the payment of funds by the Agency for the acquisition of the Easement and the Parcels is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Code Section 33490; and (iii) no other reasonable means of financing the acquisition of the Easement or the Parcels are available to the City. Section 5. In accordance with Section 1A, the Agency shall pay to the ' City the sum of $1,200,000 ("City Advance") together with interest accruing thereon at the compound annual rate of 6% from the date of adoption of this Resolution to the date of such payment from (i) tax increment generated in the Project Area and eligible to be allocated to the Agency pursuant to the Redevelopment Law, or to any successor agency or entity of the Agency and/or any entity established by law to carry out the redevelopment plan for the Project Area and/or expend tax increment or pay indebtedness of the Agency; (ii) available proceeds of tax allocation bonds or other obligations of the Agency; (iii)available proceeds from loans or other obligations which constitute indebtedness of the Agency repayable from tax increment (as described in the foregoing clause (i); or(iv) any other available funds of the Agency. The Agency shall make such payments, including compounded annual interest accrued on the City Advance from the date of adoption of this Resolution pursuant to the Loan Amortization Schedule attached hereto as Attachment A and incorporated by this reference. Payments shall be applied first to accrued interest and then to principal. In any event, the Agency hereby agrees that all amounts due hereunder, including all outstanding principal and accrued interest, shall be due and payable to the City by the date established in the redevelopment plan for the Project Area ' as the time limit for the repayment of indebtedness. Section 6. Pursuant to Section 1B, in the event the City becomes obligated under the Agreement to pay Bay City $1,100,000 for the cost of acquiring fee title to the Parcels, the Agency shall, within a reasonable time after receipt of an invoice by the City seeking reimbursement or payment by the Agency, pay to or on behalf of the City all amounts due thereunder from (i) tax increment generated in the Project Area and eligible to be allocated to the Agency pursuant to the Redevelopment Law, or to any successor agency or entity of the Agency and/or any entity established by law to carry out the redevelopment plan for the Project Area and/or expend tax increment or pay indebtedness of the Agency; (ii) available proceeds of tax allocation bonds or other obligations of the Agency; (iii) available proceeds from loans or other obligations which constitute indebtedness of the Agency repayable from tax increment (as described in the foregoing clause(i)); or (iv) any other available funds of the Agency. Amounts not paid by the Agency to the City within 30 days of receipt of an invoice therefor shall bear interest at the rate then paid to the City on its funds invested in the Local Agency Investment Fund ("LAIF"), plus one and one-half percent per annum from the date of such invoice to the date of repayment. Payments shall be applied first to accrued interest and then to principal. In any event, the Agency hereby agrees that all amounts due ' hereunder, including all outstanding principal and accrued interest, shall be due and payable to the City by the date established in the redevelopment plan for the Project Area as the time limit for the repayment of indebtedness. Section 7. The obligations of the Agency shall constitute an indebtedness of the Agency for the purpose of carrying out the redevelopment plan for the Project Area. The Agency's obligation to pay to or for the benefit of the City all amounts due hereunder, shall, without the necessity of further action by the Agency or the City, be junior and subordinate to all other obligations or indebtedness heretofore or hereafter voluntarily incurred by the Agency, Resolution Number 6151 including bonds or loans secured by a pledge of tax increment revenues derived from the Project Area, and to all pre-existing statutory obligations of the Agency pursuant to Sections 33607.5,33607.7 or 33676 of the Redevelopment Law. Section 8. The City Council hereby consents to and approves payment by the Agency in accordance with the terms set forth herein. The City Council hereby directs the City Manager and/or other authorized officers to take such actions, perform such deeds and execute, acknowledge and deliver such instruments and documents as such officer deems necessary in connection with the payments required pursuant to this Resolution. Any such previous payments, actions, deeds, execution, acknowledgment or delivery are hereby ratified. Any moneys paid or to be paid initially by the City for the costs described herein will constitute loans of such moneys by the City to the Agency. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of June ,2011 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor �pF SEA( \��,pRPOgq j�o qy ATTEST: c it Clerk �'�UNTY�'�� STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6151 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 27th day of June , 2011. Ci Clerk Resolution Number 6151 Exhibit A Loan Amortization Schedule ON)- Z� Pa 0 3 CL Z C > 3 N N N 0 0 R Cr 3 3 -D 0 0 C a C,(D 0 a 9 •kn C�0 0(0 C) * 6 3 3 3 M 0 52 n ID I Z;r 5 n CD CD A 0 C Q OS C . C :-4:-4, (D F OD OD Q AAA CL 0 in is is a 1 CL L.C.OD >a CD c c CD CL OD OD o c c 0 6 -3 3 - U R Cr ID cc, 0 0 0 Q a a 50 74 n. 6�3 3 3 ur or 3. 4A -69(A (AD-4 0,0 . -3 (4 �4 0 O w— Cj C. Co.R in 41 0. O P P a n fA C 3 w 0.a C RESOLUTION NUMBER 11-10 A RESOLUTION OF THE SEAL BEACH REDEVELOPMENT AGENCY APPROVING PAYMENTS BY THE AGENCY FOR THE VALUE OF A SEWER EASEMENT AND FEE TITLE TO CERTAIN PROPERTY FOR OPEN SPACE AND IN CONNECTION WITH THE CITY'S REFURBISHMENT AND IMPROVEMENT OF ITS RIVER'S END STAGING AREA AND SAN GABRIEL RIVER BIKE TRAIL RECITALS: A. Bay City Partners LLC, ("Bay City") owns vacant land (the "Property") located between 1St Street and the San Gabriel River, and between Marina Drive and the City beach in the City of Seal Beach. Previously, the Los Angeles Department of Water and Power owned the property and operated a power plant thereon. The Property is located within the Riverfront Redevelopment Project Area and the DWP Specific Plan area. Bay City proposes to develop the Property with single-family homes (the "Proposed Residential Project") on the northerly portion of the Property. State law and the City's Charter and Municipal Code require Bay City to obtain land use and other entitlements and permits from the City and other agencies including a coastal development permit ("CDP") from the California Coastal Commission in connection with its Project. The remaining portion of the Property lies generally and largely south of the westerly prolongation of the southern right-of-way boundary of Central Way and is referred to herein as the "Open Space." The City's Specific Plan for the Property defines the open space uses as "Public parks, green belts, bike trails, nature trails, hiking trails, and any passive recreational uses normally located in parks or open spaces." The Redevelopment Plan for the Riverfront Redevelopment Project designates the open space area as parkland. The Redevelopment Agency's 5 year implementation plan contains, inter alia, the goals that the Agency will "assist in the redevelopment of the former Los Angeles Department of Water and Power (DWP) site" and `Increase parks and recreation opportunities that leads to increased economic activity." B. The City of Seal Beach (the "City") seeks to refurbish and improve its River's End Staging Area and San Gabriel River Bike Trail (the "River's End Project"). Much of the River's End Project is located on property adjacent to the southwesterly and southerly boundaries of the Property. A segment of the bike trail that is part of the River's End Project crosses onto the Property along the San Gabriel River at the Property's westerly property line (the "Bike Trail Parcel"). C. The City and Bay City engaged in litigation including a complaint in eminent domain filed by the City seeking to acquire two portions of the Property: (1) The "Driveway," a public access roadway from First Street and Ocean Avenue to the public parking lot that serves the River's End Project and maintains public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street beach parking lot, and the River's End Cafe; and (2) The "Sewer Parcel," a sewer maintenance area to maintain an existing City sewer line. Pursuant to the California Environmental Quality Act, Bay City filed a writ of mandate challenging the City's issuance of a mitigated negative declaration for the River's End Project. The City incurred substantial litigation costs, including attorneys' fees, consultant and expert witness costs, mediation costs and court costs, in connection with the litigation. For the fiscal year 2010-11, those costs are not less than $300,000. Resolution Number 11-10 D. To resolve all disputes and litigation between the parties, Bay City, the City and the Redevelopment Agency of the City of Seal Beach (the "Agency"), entered into a Settlement Agreement and Mutual Release (the "Agreement"). E. Pursuant to the Agreement, the City paid $900,000 to Bay City and, in exchange, Bay City conveyed to the City an irrevocable easement for the Sewer Parcel for sewer access, construction and maintenance purposes. In addition, Bay City leased to the City the Driveway and the Bike Trail Parcel, , which enables the City to install its improvements to the Driveway and the Bike Trail. F. Pursuant to the Agreement, in the event the City approves the Proposed Residential Project and the Coastal Commission issues a CDP to Bay City for the Proposed Residential Project, the City will pay to Bay City the amount of $1,100,000 and Bay City, in exchange, will convey to the City fee title to (1) Open Space for future open space and park uses, which consists of all of the land south of the westerly prolongation of the southern right-of-way boundary of Central Way, except±1,200 square feet of land within the Proposed Residential Project area south of the westerly prolongation of the southern right-of-way boundary of Central Way; (2) the Driveway; (3) the Sewer Parcel; and (4) the Bike Trail Parcel. G. If the Coastal Commission does not issue a CDP to Bay City for the Proposed Residential Project, or the City does not approve the Proposed Residential Project, the parties shall have no obligations as described in paragraph F, above. NOW, THEREFORE, THE SEAL BEACH REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Pursuant to provisions of the Community Redevelopment Law ' (California Health and Safety Code Section 33000, et seq.) (the "Redevelopment Law"), and in particular Section 33445 thereof: A. The Agency shall reimburse the City $1,200,000 for the cost of acquiring the irrevocable easement for the Sewer Parcel as described in Recitals C-E, above (the"Easement"); and B. In the event the City becomes obligated under the Agreement to pay Bay City $1,100,000 for the cost of acquiring fee title to: the Open Space; the Driveway; the Sewer Parcel; and the Bike Trail Parcel, as described in Recital F above (collectively, the "Parcels"), the Agency shall reimburse the City for such payment, or make such payment on behalf of the City. Section 2. The City acquired the Easement through a short-term borrowing from the City's sewer enterprise fund; however, pursuant to prior understandings of the Agency and City, the cost of acquiring the Easement has been allocated to the Agency. Except for the funds advanced by the City from the sewer enterprise fund (which must be repaid and used for the installation of capital improvements to the sewer system), no funds of the City were, are, or are reasonably expected to be, available on a long-term basis under the budget of , the City to pay for the cost of acquiring the Easement or the Parcels. Traditional methods of financing such as the issuance of general obligation bonds by the City are unavailable as a practical matter because of the extraordinary majority voter approval requirements of two-thirds of the electorate. Assessment financing or special tax financing could overburden benefitting properties with assessments or special taxes which would be added to existing taxes and assessments, and, in addition, special taxes and assessments require voter or property owner approval. Resolution Number 11-10 In April 2005, the City successfully applied to the Rivers and Mountain Conservancy for a grant to help fund the River's End Project. However, this grant will be used to finance the improvements to the River's End Project and is not available to fund any costs associated with the acquisition of the Easement or the Parcels. Section 3. The Property, including the Open Space, Driveway, the Sewer and Bike Trail Parcels, and portions of the River's End Project are located within the Riverfront Redevelopment Project Area (the "Project Area"). Acquisition of the Sewer Easement is necessary to provide service to property within the Project Area. The Bike Trail Parcel is required to complete the San Gabriel River bike trail. The Driveway is required to maintain public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street parking lot, and the River's End Cafe. The sewer within the Sewer Parcel provides service to the buildings within the River's End Project and will provide service to buildings and facilities within the Project Area. The Open Space is located within the Project Area and is designated as parkland in the applicable Specific Plan and the Redevelopment Plan. The River's End Project and the proposed park will serve the residents and taxpayers of the City, including the Project Area. The Project Area is an area in which the combination of conditions of blight is so prevalent and so substantial that it causes a reduction of, or lack of, proper utilization of the area to such an extent that it constitutes a serious physical and economic burden on the City which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. Among other things, the Project Area contains vacant and underutilized properties and properties which suffer from economic dislocation, deterioration or disuse, including depreciated or stagnant property values and impaired investments, and deteriorated, aged and obsolete buildings. In addition, the Project Area is characterized by the existence of inadequate open space and public improvements and public facilities, including recreational facilities, which cannot be remedied by private or governmental action, or both, without redevelopment. The lack of adequate open space and public improvements and facilities hinders economic development opportunities and contributes to the existence of depreciated and stagnant property values and impaired investments in the Project Area. The River's End Project and the proposed park will assist in remedying a lack of adequate open space and public improvements and facilities and will thereby encourage private sector investment in the Project Area, thereby facilitating and accelerating the redevelopment of the Project Area. The River's End Project will assist in eliminating factors which prevent or substantially hinder the economically viable use or capacity of buildings or lots, assist the revitalization of the Project Area, help to reverse depreciated or stagnant property values and impaired investments, encourage private sector investment, create job opportunities, promote the economic viability of businesses in the Project Area, attract new businesses, assist in retaining existing businesses, and encourage business expansion, thereby facilitating the redevelopment of the Project Area, all for the health, safety and welfare of the residents, businesses, and taxpayers of the Project Area. The River's End Project and proposed park will serve a basic purpose of redevelopment; which includes the provision of structures as may be appropriate or necessary in the interest of the general welfare, including recreational and other facilities. In addition, a fundamental purpose of redevelopment is to provide an environment for the social, economic and psychological growth and well-being of all citizens. The River's End Project and the proposed park will serve the human need for fresh air, sunlight, physical exercise, recreation and social interaction and psychological release, contributing to the well-being of the community. Resolution Number 11-10 Section 4. The Agency hereby finds and determines that based upon the foregoing and other information presented to the Agency (i) the acquisition of the Easement and the Parcels are of benefit to the Project Area by helping to eliminate blight within the Project Area; (ii) the payment of funds by the Agency for the acquisition of the Easement and the Parcels is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Code Section 33490; and (iii) no other reasonable means of financing the acquisition of the Easement or the Parcels are available to the City. Section 5. The Agency hereby agrees to be bound by the terms set forth in City Council Resolution No. 6151. Accordingly, pursuant to Section 1A, the Agency hereby determines and agrees that the Agency shall pay to the City the sum of$1,200,000 ("City Advance")together with interest accruing thereon at the compound annual rate of 6% from the date of adoption of this Resolution to the date of such payment from (i) tax increment generated in the Project Area and eligible to be allocated to the Agency pursuant to the Redevelopment Law, or to any successor agency or entity of the Agency and/or any entity established by law to carry out the redevelopment plan for the Project Area and/or expend tax increment or pay indebtedness of the Agency; (ii) available proceeds of tax allocation bonds or other obligations of the Agency; (iii) available proceeds from loans or other obligations which constitute indebtedness of the Agency repayable from tax increment (as described in the foregoing clause (i); or (iv) any other available funds of the Agency. The Agency shall make such payments, including compounded annual interest accrued on the City Advance from the date of adoption of this Resolution pursuant to the Loan Amortization Schedule attached hereto as Attachment A and incorporated by this reference. Payments shall be applied first to accrued interest and then to principal. In any event, the Agency hereby agrees that all amounts due hereunder, ' including all outstanding principal and accrued interest, shall be due and payable to the City by the date established in the redevelopment plan for the Project Area as the time limit for the repayment of indebtedness. Section 6. The Agency hereby agrees to be bound by the terms set forth in City Council Resolution No. 6151. Accordingly, pursuant to Section 1 B, in the event the City becomes obligated under the Agreement to pay Bay City $1,100,000 for the cost of acquiring fee title to the Parcels, the Agency hereby determines and agrees that within a reasonable time after receipt of an invoice by the City seeking reimbursement or payment by the Agency pursuant to this Resolution, the Agency shall pay to or on behalf of the City all amounts due thereunder from (i)tax increment generated in the Project Area and eligible to be allocated to the Agency pursuant to the Redevelopment Law, or to any successor agency or entity of the Agency and/or any entity established by law to carry out the redevelopment plan for the Project Area and/or expend tax increment or pay indebtedness of the Agency; (ii) available proceeds of tax allocation bonds or other obligations of the Agency; (iii) available proceeds from loans or other obligations which constitute indebtedness of the Agency repayable from tax increment (as described in the foregoing clause (i)); or (iv) any other available funds of the Agency. Amounts not paid by the Agency to the City within 30 days of receipt of an invoice therefor shall bear interest at the rate then paid to the City ' on its funds invested in the Local Agency Investment Fund ("LAIF"), plus one and one-half percent per annum from the date of such invoice to the date of repayment. Payments shall be applied first to accrued interest and then to principal. In any event, the Agency hereby agrees that all amounts due hereunder, including all outstanding principal and accrued interest, shall be due and payable to the City by the date established in the redevelopment plan for the Project Area as the time limit for the repayment of indebtedness. Resolution Number 11-10 Section 7. The obligations of the Agency pursuant to this Resolution shall constitute an indebtedness of the Agency for the purpose of carrying out the redevelopment plan for the Project Area. The Agency hereby determines and declares that the Agency's obligation to pay to or for the benefit of the City all amounts due hereunder, shall, without the necessity of further action by the Agency or the City, be junior and subordinate to all other obligations or indebtedness heretofore or hereafter voluntarily incurred by the Agency, including bonds or loans secured by a pledge of tax increment revenues derived from the Project Area, and to all pre-existing statutory obligations of the Agency pursuant to Sections 33607.5, 33607.7 or 33676 of the Redevelopment Law. Section 8. The Agency hereby directs its Executive Director and/or other authorized officers to take such actions, perform such deeds and execute, acknowledge and deliver such instruments and documents as such officer deems necessary in connection with the payments required pursuant to this Resolution. Any such previous payments, actions, deeds, execution, acknowledgment or delivery are hereby ratified. Any moneys paid or to be paid initially by the City for the costs described herein will constitute loans of such moneys by the City to the Agency. PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Seal Beach this 27th day of June , 2011 by the following vote: AYES: Agency Members � S40,3 r NOES: Agency Members ABSENT: Agency Members ABSTAIN: Agency Members OF T°;Co,o Chair A EST: 0 o 9PUPA�2� 0!°off �96l ° e retary/City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing Resolution is the original copy of Resolution Number 11-10 on file in the office of the City Clerk, passed, approved, and adopted by the Redevelopment Agency of the City of Seal Beach at a meeting held thereof on the 27th day of June _, 2011 /�;,I'/ L01V 0 ec etary/City Clerk Resolution Number 11-10 Exhibit A Loan Amortization Schedule Z. -3 0 M 3 CL Z > M 3 o�3 F3 0 C? 0 ID� Q CD 0 0 C ANO n n .61 M n C w 10 to ID 3a L�4 L,4�-4 CO CD CD M 41 A 4 > O (D 7-7� 3 0 CL Cr a (D (a-4 CL -0 Zo a, .0 . =. �C, C.) 5 3 N N 3 O -4 M MW PP -4 io U W0 0 CD W 17 ID 0 4A M Q -4 C QOff P 0 3 CA C W to 0 ID