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HomeMy WebLinkAbout5860 RESOLUTION NO. 5860 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BElWEEN THE ARCADIA REDEVELOPMENT AGENCY AND ARCADIA STEAK HOUSE, L.P. (OUTBACK STEAKHOUSE PROJECT) WHEREAS, the Arcadia Redevelopment Agency (the "Agency" and the City Council of the City of Arcadia (the "City") have by duly adopted ordinance approved the Redevelopment Plan (the "Redevelopment Plan") for the Central Project Area (the "Project"); and WHEREAS, in order to implement the Redevelopment Plan. the Agency proposes to sell pursuant to the terms and conditions set forth in that certain Disposition and Development Agreement (the "DDA") by and between the Agency and Arcadia Steakhouse, L.P. (the "Developer"), attached hereto as Exhibit "A", certain real property as described in the DDA in the Project Area (the "Site"); and WHEREAS, the Developer possesses the qualifications and financial resources necessary to acquire and insure development of the Site in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency has caused the preparation of, and the City Council has reviewed and considered a summary (the "Summary"), attached hereto as Exhibit "B", setting forth the cost of the DDA to the Agency, the estimated value of the interest to r "., be conveyed, and proposed purchase price, and has made the Summary available for public inspection, all in accordance with Health and Safety Code Section 33433; and WHEREAS, pursuant to provisions of the Health and Safety Code 33431 and 33433, the Agency and the City Council of the City of Arcadia have held a duly noticed Joint Public Hearing on the proposed sale of the Site and the proposed DDA; and WHEREAS, the City Council has considered all terms of the proposed DDA and has determined that the proposed sale and development of the Site pursuant to the proposed DDA are in the best interests of the City and its residents and are in accord with the purposes and provisions of applicable State and local law and the Redevelopment Plan, NOW, THEREFORE, THE ARCADIA CITY COUNCil OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY RESOLVE AS FOllOWS: SECTION 1. That the Summary attached hereto as Exhibit "B" is hereby accepted and approved. SECTION 2. That the consideration for the sale of the Site pursuant to the DDA is determined to be fair reuse value. SECTION 3. That pursuant to Exhibit "B", approval of the DDA will assist in the elimination of blight in the Central Redevelopment Project Area. 2 SECTION 4. That approval of the DDA is consistent with the Agency goals as discussed in the Agency's Five Year Implementation Plan adopted by Resolution No. ARA-175 on December 20, 1994. SECTION 5. That the sale and proposed development of the Site are consistent with the Redevelopment Plan. SECTION 6. That the DDA attached hereto as Exhibit "A", is hereby approved subject to minor modifications by the City Attorney. SECTION 7. That the City Clerk of the City of Arcadia is hereby authorized and directed to certify to the adoption of this Resolution SECTION 8. This Resolution shall take effect upon adoption. Passed, approved and adopt ATTEST: /' ,j APPROVED AS TO FORM: ~~H JrJ~~ City Attorney 3 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 5860 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 20th day of June, 1995, and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Chang, Kuhn, Young and Lojeski NOES: None ABSENT: None AD Ci outbck2.res 4 (,l RECORDING,REQUESTED BY AND WHEN RECORDED MAIL TO: Arcadia Redevelopment Agency 240 West Huntington Drive Arcadia, CA 91006 Attn: Executive Director DISPOSITION AND DEVELOPMENT AGREEMENT THIS DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between the ARCADIA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and ARCADIA STEAKHOUSE, L.P., a California limited partnership, dba Outback Steakhouse ("Developer"). This" Agreement is dated as of for reference purposes only. 1995 RECEJ'JE'-i JU\~ 1 :i 1'j'j:J O..elopment $.....Ioe. Economic Oevelepment Gi'.,: lWtibit A -/ TABLE OF CONTENTS Page(s) ARTICLE I - SUBJECT OF AGREEMENT 1 section 1.0L Purposes of Agreement Section 1.02. The Redevelopment Plan Section 1.03. The Project Area. Section 1.04. The site . . . Section 1.05. Parties to the Agreement 1 1 1 1 2 Section 1.06. Prohibition Against Change in Ownership, Management and Control of the Developer .... 2 Section 1.07. Franchise provisions and Right of Developer To Assign This Agreement and Lease To Franchisor . . . . . . 3 ARTICLE II - DISPOSITION OF SIT~ 4 Section 2.01. Lease and Disposition of Site 4 Section 2.02. Lease of site Prior to Developer's Acquisition. ............. 5 Section 2.03. Representations and Warranties Regarding Ownership of site ..... Form of Deed 5 5 5 9 . 9 . .. 9 11 Section 2.04. section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Documents Consideration for Disposition of site Escrow Conveyance of Title Condition of Title Conditions for Close of Escrow Time and Place for Delivery of to Escrow . . . . . . . . . . . 12 Section 2.11. Documents Recordation of the Grant Deeds and Other 12 Section 2.12. Title Insurance 12 -i- Section 2.13. Taxes and Assessments . . . . . . . . 13 Section 2. 14 . Approvals Zoning of the site and Environmental 13 section 2.15. Condition of the site . 13 section 2.16., Preliminary Work by the Developer 15 section 2.17. Submission of Evidence of Financing commi tments . . . . . . . . . . . . . . . . . 15 section 2.18. Agency's Right to Drawings, Plans, Etc. 15 ARTICLE III - DEVELOPMENT OF THE SITE 16 section 3.01. Development by Developer 16 section 3.02. and r.iens Taxes, Assessments, Encumbrances . . . . . . . . eo . . . . . . 23 section 3.03. Prohibition Against Transfer Agency Subordination of Fee Interest 23 section 3.04. 24 section 3.05. Right of the Agency to Satisfy other Liens on the Property . . . . . . . 25 section 3.06. certificate of Completion. . 26 section 3:07. Developer to Reimburse Agency for Reduction of Property Tax Increment 27 ARTICLE IV - USE OF THE SITE . . 28 section 4.01. Uses 28 section 4.02. Maintenance of the site 28 section 4.03. obligation to Refrain from Discrimination ......... . . . . . . 29 section 4.04. Form of Nondiscrimination and Nonsegregation Clauses 29 section 4.05. Use Covenant 30 section 4.06. Effect and Duration of Covenants 31 ARTICLE V - DEFAULTS, REMEDIES AND TERMINATION Section 5.01. Defaults - General . . 31 31 Section 5.02. Legal Actions. 32 -ii- Section 5.03. Rights and Remedies are Cumulative section 5.04. Notice of Default . . . . . . . section 5.05. Remedies and Rights of Termination section 5.06. Cross defaults ARTICLE VI - GENERAL PROVISIONS . . section 6.01. Notices, Demands and communications Between the Parties . . . . . . section 6.02. Conflict of Interest section 6.03. Warranty Against Payment of Consideration for Agreement . . . . . section 6.04. Nonliability of Agency Officials and Employees . . . . . . . . . . . . . . . section 6.05. Enforced Delay; Extension of Time of Performance . . . . ... . . section 6.06. Inspection of Books and Records section 6.07. Approvals. . . . section 6.08. Real Estate Commissions section 6.09. Indemnification Section 6.10. Attorneys' Fees Section 6.11. Incorporation of Attachments Section 6.12. Calendar Days; Section Headings Section 6.13. Agreement Product of Mutual Drafting Section 6,14. Binding on Successors and Assigns . Section 6.15. Authority of Executive Director to Execute Minor Amendments on Behalf of Agency ARTICLE VII - ENTIRE AGREEMENT, WAIVERS AND AMENDMENT Section 7.01. Entire Agreement ARTICLE VIII - TIME FOR ACCEPTANCE OF AGREEMENT BY BY AGENCY AND RECORDATION Section 8.01. Execution. -iii- 32 33 33 34 34 34 35 35 35 . 35 36 36 36 37 38 38 38 38 . 38 38 38 38 39 39 ARTICLE I SUBJECT OF AGREEMENT Section 1.01. Purposes of Aqreement. The purpose of this Agreement is to further the Redevelopment Plan, as amended, for the Southwest Corner Redevelopment Project by providing for the lease, redevelopment and the acquisition by the Developer of certain real property (the "Site") located within the area subject to the Redevelopment Plan (the "Project Area"). The lease, redevelopment and the purchase of the si te by the Developer pursuant to this Agreement are in the best interests of the City of Arcadia, California (the "city"), the Agency, and the health, safety, and welfare of the city's residents. This Agreement satisfies a public purpose and conforms to applicable federal, state and local laws and requirements. Section 1.02. The Redevelopment Plan and the Proiect. The Redevelopment Plan was approved and adopted by the City Council of the City of Arcadia by Ordinance No. 1490 dated December 26, 1973, as amended by Ordinance No. 1722 dated May 19, 1981, by Ordinance 1847 adopted November 4, 19S6, and by Ordinance 2025 adopted November 1, 1994. This Agreement shall be subject to the provisions of the Redevelopment Plan, as amended, which is incorporated herein by this reference and made a part hereof as though fully set forth herein. The uses and improvements to be constructed on the site in accordance with the Scope of Development attached hereto as Attachment 2 (the "Project") comply with the terms and conditions of the Redevelopment Plan. The Developer is required by this Agreement to lease, develop and acquire the Site (described in Section 1.04Y). The development plans for the site (as further described in this Agreement and its attachments) shall constitute the "Project" and the use of the term "Project" shall mean the planned development of the site. section 1.03 . The proi ect Area. The redevelopment project area incorporated within the Redevelopment Plan (the "Project Area") is located within the City, and the exact boundaries of the Project Area are specifically described in the Redevelopment Plan and in an instrument recorded on December 28, 1973 as Document No. 4927 of the Official records of Los Angeles County of the State of California, which documents and instruments are incorporated herein by reference and made a part hereof. Section 1.04. The site. The site is legally described in Attachment 1. Y All further Section references shall be to Sections within this Agreement unless otherwise stated. -1- KKR47647 EXECUTIOlI COPT 06.15.95 section 1.05. Parties to the Aareement. (a) The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of california, Health and Safety Code section 33000, et sea. The principal office of the Agency is located at 240 West Huntington Drive, Arcadia, CA 91006, (818) 574-5400. As used in this Agreement, the term "Agency" shall be deemed to include the Agency and any assignee and/or successor to the Agency or to its rights, powers and responsibilities under this Agreement. (b) The Developer is Arcadia Steakhouse, L.P., a California limited partnership, dba Outback Steakhouse. As used in this Agreement, the term "Developer" shall be deemed to indicate the Developer and any permitted assignee and/or successor to the Developer as to its rights, powers and responsibilities under this Agreement. The principal office of the Developer for purposes of this Agreement is located at 13000 North Dale Mabry Highway, Tampa, FL 33618, (813) 961-1040. (c) For purposes of section 6.01, all notices, demands or communications shall be sent to the above addresses. In addition to the submission of notices, demands or communications to the,parties as set forth above, copies of all notices, demands or communications to any party shall also be sent to the following: (if to the Agency) Stephen P. Deitsch, Esq. Best, Best & Krieger 800 N. Haven Ave., suite 120 ontario, CA 91761 I T-Bird Restaurant Group 1250 Prospect Street, suite 305 La Jolla, California 92037 Attention: Chief Financial Officer (if' to the Developer) (d) The Agency and the Developer acknowledge and agree that the city, is an intended third party beneficiary of this Agreement. The city shall be entitled to all the rights and remedies available to the Agency under this Agreement, but the City shall not be bound by any of the obligations of the Agency hereunder. section 1.06. Prohibition Aaainst Chanae in Ownershio. Manaaement and 'Control of the DeveloDer. The qualifications of the Developer are of particular concern to the Agency. It is because of these qualifications that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary assignee or successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. -2- KKR47647 EXECUTION copy 06-15'95 Except as otherwise provided in this section 1.06 or section 3.04, the Developer shall not assign, without the prior written approval of the Agency, which may be withheld in the Agency's sole and absolute discretion, any of its rights or obligations under this Agreement prior to the Developer's acquisition of title to the site. Notwithstanding the above, the Agency will allow the assignment of this Agreement to a "Developer Affiliate." A "Developer Affiliate" is a firm, partnership, corporation or other legal entity (i) as to which the Developer is a Controlling Person (defined hereinafter); (ii) which is a controlling Person as to the Developer; or (iii) is the successor to Developer by merger or other consolidation. A Controlling Person is a person or entity that owns and controls more than fifty percent (50%) of all of a person's or entity'S ("Subsidiary") voting shares, stock or other indicia of ownership and voting rights such that the Controlling Person, acting alone, may determine the outcome of any election, resolution, decision or other proceeding taken by the Subsidiary, to the extent requiring shareholder or ownership consent or direction. The Agency may require the Controlling Person to produce evidence satisfactory to the Agency that the Controlling Person owns and controls more than a fifty percent (50%) ownership and voting interest in the Subsidiary if, in the reasonable exercise of its discretion, the Agency determines that it is uncertain as to whether the controlling Person owns and controls a greater than fifty percent (50%) ownership and voting interest in such Subsidiary. The Agency may disapprove any assignation where the Agency re:lsonably believes that the requirements of this paragraph have not been met. This Agreement may be terminated by the Agency if there is any assignment of the Developer's interest in this Agreement prior to the Developer'S acquisition of title to the site whether voluntary or involuntary, that has not been approved in writing by the Agency prior to the time of such sale, transfer, lease or other assignment. The notice and cure provisions of Section 5.04 shall not apply to any Developer default under this Section 1.06. Section 1.07. Franchise provisions and Riaht of Develocer To Assian This Aareement and Lease To Franchisor. The Agency acknowledges that Developer is also the Franchisee under a franchise agreement ("Franchise Agreement") with Outback Steakhouse of Florida, Inc., ("Franchisor"). (a) The Agency hereby agrees as follows: (i) That the Agency shall allow the site to be used only for the operation of an Outback Steakhouse, unless otherwise approved in writing by Franchisor. -3- KKR47647 EXECUTION copy 06.15.95 . .. (ii) That the Agency consents to Developer's use of such proprietary marks and signage as Franchisor may prescribe for the restaurant, subject to the City's Municipal Code and other lawful governmental regulation. (Hi) That Developer may not sublease or assign all or any part of its occupancy rights, or extend the term of or renew the Lease (defined in section 2.02 below) except as provided in this Agreement or the Lease, without Franchisor's prior written consent. (iv) That Franchisor shall have the right to enter the site to make any modifications necessary to protect Franchisor's proprietary marks or to cure any default under this Agreement and the Lease or under the Franchise Agreement. (v) That. the Developer's default under, or termination of, the Franchise Agreement shall constitute a default under this Agreement and the Lease. '. (vi) That Franchisor shall have the option, but not the obligation, to assume Developer's rights and obligations under this Agreement and the Lease, and the right to sublease for the remainder of the Lease term upon Developer's default under or termination of this Agreement or the Lease or upon Developer's default under or termination of the Franchise Agreement; provided, however, that Franchisor, if it elects to exercise the option described in this subparagraph (f), shall assume and faithfully perform all of Developer's obligations under this Agreement and the Lease. (b) Notwithstanding anything in this Agreement to the contrary, the Developer may assign all of its rights and obligations under this Agreement and the Lease to the Franchisor without the consent of the Agency; provided, however, that the Developer shall provide thirty (30) days prior written notice of its intent to assign; provided, further, that the Lease and this Agreement must be assigned concurrently. Notwithstanding anything in this Agreement to the contrary, the Franchisor may assign all of its rights and obligations under this Agreement and the Lease to a third party with the consent of the Agency, which shall not be unreasonably withheld; provided, however, that the Franchisor shall provide thirty (30) days prior written notice of its intent to assign; provided, further, that the Lease and this Agreement must be assigned concurrently. The assignment of this Agreement and the Lease from the Developer to the Franchisor, or from the Franchisor to a third party, as applicable, shall occur by means of contracts or other documents reasonably acceptable to the Agency. At the minimum, these contracts and documents shall provide that the assignee. assumes liability for the performance of the Developer's obligations under this Lease and the Agreement. The proposed -4- K1CR47647 EXECUTION COPT 06-15-95 contracts or other documents shall be provided to the Agency for its review and reasonable approval when the Developer or Franchisor (as applicable) provides the written notice of intent to assign as described above. ARTICLE II DISPOSITION OF SITE section 2.01. Lease and DisDosition of site. The Agency hereby agrees to lease to and sell the site to the Developer, and the Developer hereby agrees to lease from and acquire the Site from the Agency, in accordance with the terms and conditions of this Agreement. section 2.02. Lease of site Prior to DeveloDer's Acauisition. The Agency shall ground lease the Site to the Developer , subject to the terms and provisions of that certain ground lease ("Lease") attached hereto as Attachment 6 and this Agreement. At the end of the Lease term as provided therein, the Developer shall purchase the site from the Agency by means of the escrow described in section 2.05, subject to the terms, conditions and provisions of this Agreement. As more specifically set forth in the Lease, rental payments for the term of the Lease shall be the sum of Three Thousand Seven Hundred Fifty Dollars ($3,750) per . month, payable as described in the Lease. Provided that Developer has fulfilled all of its obligations under the Lease and this Agreement and is not in default of either the Lease or this Agreement, Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($3,333.33) of each rental payment shall be credited towards the consideration due from the Developer for the Developer's mandatory purchase of the site, as described in Section 2.04(ii); provided, however, that the maximum amount of credit to which Developer may be entitled shall not in any event exceed the sum of Two Hundred Thousand Dollars ($200,000). The terms and provisions of this Agreement and the Lease shall govern and control the Developer's possession and enjoyment of the site .during the Lease term. In the event of any inconsistency or conflict between the Lease and this Agreement, the document imposing the greater obligation or imposing the more stringent requirement shall control. section 2.03. ReDresentations and Warranties Reaardina OwnershiD of site. The Agency represents and warrants that it is the owner of the site. The Developer represents and warrants that it has the legal authority to lease and acquire the Site and to perform all other acts required of the Developer under this Agreement. Section 2.04. Consideration for DisDosition of site. The consideration to be furnished by the Developer to the Agency -5- KKR47647 EXECUTION COPT 06-15-95 for the Agency's conveyance of title to the site to the Developer ("Purchase Price") shall consist of the following: (i) A credit from Lease payments made as described in section 2.02 avove, not to exceed the sum of Two Hundred Thousand Dollars ($200,000) under any circumstances; and (ii) A cash payment representing the difference between Six Hundred Thousand Dollars ($600,000) and the amount of credit determined pursuant to subsection (i) above. Section 2.05. Escrow. The escrow instructions set forth in sections 2.05 through 2.12 shall apply to the purchase and conveyance of the site. The escrow shall be closed when all conditions precedent to the close of the escrow as set forth in this Agreement have been satisfied, including those set forth in section 2.09. (a) The Agency and the Developer agree to open an escrow ("Escrow") with First American Title Company of Los Angeles or other escrow agent mutually agreed upon by the parties (the "Escrow Agent") within the time set forth in the Schedule of Performance. Title insuranca will be issued by First American Title Company of Los Angeles or other title company mutually agreed upon by the parties (the "Title Company"). The title insurance policies shall insure that upon the close of the Escrow, the Developer owns fee title to the Site, subject to only those exceptions expressly permi tted under this Agreement or otherwise approved by the Developer. If. the Title Company sets forth requirements for the issuance of a title insurance policy applicable to the site other than those requirements specifically set forth in this Agreement, and such requirements are unacceptable to the Developer in its reasonable discretion, then the Developer will have the right to select another qualified licensed reputable title insurance company and all times for performance of actions thereafter shall automatically be extended for sixty (60). days. sections 2.05 through 2.12 .of this Agreement constitute the joint escrow instructions of the Agency and the Developer. A duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. (b) :The Agency shall deliver to the Escrow Agent the grant deed for the site. The grant deed shall be substantially in the form attached hereto as Attachment 4. The Escrow Agent shall record the grant deed in accordance with these escrow instructions, provided that title to the site can be vested in the Developer in accordance with the terms and provisions of this Agreement. Any insurance policies pertaining to the site shall not be transferred. (c) The Agency and the Developer shall provide and execute such additional escrow instructions consistent with this Agreement as shall be necessary. The Agency and the Developer -6- KKR47647 EXECUTION COPT 06-15-95 shall deliver to the Escrow Agent all documents necessary for the conveyance of title to the site in conformity with, within the times, and in the manner provided in this Agreement. (d) The Developer shall pay to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and costs: 1. One-half of the Escrow fee; and 2. The costs of recording all of the documents required for the conveyance of the site; and 3. Pro rated ad valorem taxes, possessory interest taxes and assessments, fees or charges, if any, upon the site applicable to any period prior to the conveyance of title which are due and payable as of the close of Escrow. 4. The difference in cost between an ALTA title policy and a CLTA title policy if the Developer desires an ALTA policy as provided in section 2.12 hereof. (f) The Agency shall pay to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs: 1. Costs necessary to place title to the site in the condition for conveyance required by the provisions of this Agreement; and 2. One-half of the Escrow fee; and 3. The title insurance premium for an Owner's title insurance policy for the as set forth in Section 2.12(i); and CLTA site, 4. Any state, county or city documentary stamps or transfer taxes applicable to the conveyance of the site. (g) The Escrow Agent is authorized to: 1. Pay and charge the Agency and the Developer for any fees, charges and costs payable under this Section 2.05. Before the close of the Escrow, the Escrow Agent shall notify the Agency and the Developer of the estimated -7- KKR47647 EXECUTION COPT 06-15-95 amount of all the fees, charges and costs necessary to clear title and close the Escrow; and 2. Disburse funds and deliver the other documents which are not to be recorded to the parties entitled thereto when the conditions of the Escrow have been fulfilled by the Agency and the Developer. Such funds shall not be disbursed and delivered by the Escrow Agent unless and until the Escrow Agent has recorded all documents required to be recorded as conditions for the close of escrow, as set forth in section' 2.09, including the grant deed to the Site, and is prepared to deliver .to the Developer a title insurance policy insuring title and conforming to the requirements of sections 2.08 and 2.12; All funds received in the Escrow shall be deposited by the Escrow Agent in an insured account with any state or national bank doing business in the state of california, and such funds may be combined with other escrow funds of the Escrow Agent. Such funds may be transferred to any other such general escrow account or accounts. Such funds shall draw the highest reasonable rate of interest and l'luch interest shall accrue to the party to this Agreement who shall have made the deposit thereof with the Escrow Agent. Neither party shall be required to deposit funds until all other conditions to closing are satisfied. Such funds of Developer may be provided through the lender's escrow. (h) If the Escrow is not in condition to close on or before the time for conveyance of' title to the site established in the Schedule of performance, subject to any and all extensions authorized by this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance may, in writing, demand the return of its money, papers or documents from the Escrow Agent and/or the termination of this Agreement under section 5.05(a) or (b), as applicable. No demand for return of such money, papers or documents shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties by certified mail at the address of its principal place of business as set forth in section 1.05. Objections, if any, must be raised by written notice submitted to the Escrow Agent and to the other party within said ten (10) day period, in which event the Escrow Agent shall hold all money, papers and documents with respect to the site until further instructed by a mutual agreement of the parties or, upon failure of the parties to agree, by order or decree of a court of competent jurisdiction; provided, however, such documents, money and papers shall be returned upon termination of this Agreement pursuant to sections 5.05(a) or 5.05(b) without the requirement of the -8- KKR47647 EXECUTION COPT 06-15-95 . foregoing procedures. If no demands are made, the Escrow shall be closed as otherwise provided herein. (j) Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. The Escrow Agent shall agree to carry out its duties as Escrow Agent under any amendment at the time of the execution of any amendment. (k) All communications from the Escrow Agent to the Agency or the Developer shall be directed to the respective parties at the addresses set forth in section 1.05 for notices, demands and communications between the Agency and the Developer. section 2.06. Convevance of Title. Subject to satisfaction or waiver of the conditions set forth in Section 2.09 and elsewhere in this Agreement or the Lease, conveyance of title to the site shall be completed on or prior to the date specified for the close of the Escrow in the Schedule of Performance. Notwithstanding anything else in this Agreement to the contrary, the date set forth in the Schedule of Performance for the close of Escrow may not (except as set forth immediately below) be extended for any reason whatsoever including, without limitation, for any reason set forth in Section 6.05 hereof. The Agency shall have the right, in its sole and exclusive discretion, to grant extensions of time for the close of Escrow, but any such extension shall be valid only if approved in writing by the Agency. The Developer acknow- ledges that any extensions of time for the closing. of Escrow may result in the necessity for an extension of the term of the Lease. The Agency agrees, that should it consent to the extension of time for the closing of Escrow, it shall also consent to a corresponding extension of the term of the Lease; provided, however, that Developer shall pay, without right of offset, deduction or credit against the Purchase Price, the sum of $125 per day as rental during the extended term of the Lease. Developer further acknow- ledges and agrees that should Agency elect not to extend the date of closing of' the Escrow, then Developer's right to continued possession of the site and its improvements shall terminate,. and Developer shall surrender possession of the site and the improve- ments thereon to the Agency in accordance with the Lease. . The Agency and the Developer agree to perform all acts necessary for conveyance of title to the site in sufficient time for title to be conveyed in accordance with the foregoing provi- sions. The Developer shall accept title of the site on the date established therefor in this section 2.06. The Escrow shall be deemed to be in a condition to close at such time as the Agency can deliver and convey to the Developer title to the Site, subject to satisfaction or waiver of the condi- tions set forth in Section 2.09, and otherwise in accordance with the provisions of this Agreement. -9- KKR47647 EXECUTION COPT 06-15-95 Section 2.07. Form of Deed. The Agency shall convey to the Developer title to the site by a grant deed substantially in the form attached hereto as Attachment 4. section 2.08. Condition of Title. . The Agency shall convey to the Developer merchantable and insurable titl~ to the site free and clear of all recorded liens, encumbrances, easements, public rights-of-way, assessments, leases, taxes, conditions, restrictions and other defects, except for the following ("Permitted Exceptions"): 1. Those preliminary contained in that dated Attachment 7; and title report exceptions preliminary title report attached hereto as , 2. Those matters which are set forth elsewhere in this Agreement or included in the form of the site grant deed attached hereto as Attachment 4; and 3 . Those matters and exceptions not created by the Agency or the city arising after the date of the preliminary title report identified in paragraph 1 above. Title to the site shall be subject to the exclusion therefrom (to the extent now or hereafter validly excepted and reserved by the parties named in existing deeds, leases and other documents of record) of all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred (500) feet below the surface for any purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the site but without, however, any right to use the surface of the site or any portion thereof within five hundred (500) feet of the surface for any purpose whatsoever. An updated preliminary title report shall be obtained from the Title Company prior to the close of Escrow within the time set forth therefor in the Schedule of Performance. The Developer shall notify the Agency in writing of any objections to title within fifteen (15) days after receipt of the updated preliminary title report; provided, however, that Developer may not object to any Permitted. Exception or to any exception which does not unreasonably interfere with Developer's enjoyment and use of the Site. If no valid objections are made, title should be deemed to have been irrevocably approved. If Developer objects to any exception of the preliminary title report as allowed and within the time provided above, then: -10- KKR47647 EXECUTION COPT 06-15-95 (i) if the objection is based upon an exception created by or as a result of any action or inaction of the Agency, then the Agency shall, at its sole cost and expense, either remove or cause the removal of the exception or obtain a title policy endorsement insuring title against the exception. All times for the performance of acts hereunder shall be extended by the length of time necessary to take and complete the above-referenced actions, not to exceed sixty (60) days; or (ii) If the objection is based upon an exception created by or as a result of any action or inaction of the Developer, then the Developer shall, at its sole cost and expense, either remove, or cause the removal of, the exception or obtain a title policy endorsement insuring title against the exception. If the Developer cannot remove the exception or obtain a title endorsement within sixty (60) days following its receipt of the updated preliminary title report, then the Developer shall accept title to the site subject to the exception. All times for the performances of acts hereunder shali be extended by the length of time necessary to take and complete the above-referenced actions, not to exceed sixty (60) days. section 2.09. Conditions for Close of Escrow. (a) The Developer's obligation 'to accept title to the site and the close of the Escrow shall be expressly conditioned upon prior satisfaction by the Agency or waiver by the Developer of each of the following: 1. The Agency shall have deposited into escrow the grant deed for conveyance of the Site, substantially in the form and substance of Attachment 4; and 2. The Agency shall have deposited all sums required to be deposited by it into the Escrow pursuant to this Agreement; and 3. The Title Company shall have agreed to issue a title insurance policy for the site in the form required by Section 2.12. (b) The Agency's obligation to convey the site to the Developer and the close of the Escrow shall be expressly conditioned upon satisfaction by the Developer or waiver by the Agency of each-of the following: 1. The Developer shall have deposited into Escrow all sums required to be deposited by it into the Escrow pursuant to this Agreement; and -11- KKR47647 eXECUTION COPT 06-15-95 2. The Developer shall have deposited into Escrow the cash portion of the consideration for the site described in Section 2.04(ii); and 3. The Developer shall be entitled to the credit toward the Purchase Price described in sections 2.02 and 2.04(i); and 4. The Lease shall not have been terminated by the Agency as a result of an uncured material breach thereof by the Developer; and 5. The Developer shall have been deemed condi tion of title 2.08. have approved, or shall to have approved, the as described in Section 6. Developer, at its sole cost and expense, shall have merged the separate lots comprising the site into a single parcel pursuant to the applicable provisions of the California Subdivision Map Act. The Developer shall take all actions necessary to satisfy conditions numbers 1,' 2, 5 and 6 above. Developer will be in material breach and default of this Agreement and the Lease if Developer fails to satisfy the above-mentioned conditions to closing within the time set forth and in the manner provided in this Agreement and Schedule of Performance. section 2.10. Time and Place for Deliverv of Documents to Escrow. Subject to any mutually agreed upon written extensions of time or any extensions otherwise authorized by this Agreement, the parties shall deposit with the Escrow Agent promptly at such time as such documents have been fully prepared and executed, but in no event later than five (5) days before the date established for the close of Escrow, all documents to be executed by such party and which are required in order for the Escrow to close. section 2.11. Recordation of the Grant Deeds and Other Documents. When the parties have deposited into the Escrow all documents and funds required by this Agreement, and all conditions for the close of the Escrow set forth in Section 2.09 have been satisfied, the Escrow Agent shall promptly file for recordation among the land records in the Office of the County Recorder for Los Angeles County the grant deeds to the site in the form set forth as Attachment 4. The Escrow Agent shall thereafter promptly provide a copy of the r~corded documents to both parties and shall promptly deliver to the Developer or Agency, as appropriate, the title insurance policies in conformity with Sections 2.08 and 2.12. -12- KlCR47647 EXECUTION COPT 06-15-95 section 2.12. Ti tle Insurance. The Title Company shall, conclirrently with recordation of the grant deed to the Site or promptly thereafter, provide and deliver to the Developer an Owner's CLTA'policy of title insurance issued by the Title Company insuring that fee simple title to the Site is vested in the Developer in the condition required by section 2.08 of this Agreement. The title insurance policy shall be in the amount of the purchase price of the site as described in section 2.04. The Agency shall pay the title insurance premium for the title insurance policy described in this section 2.12. The Developer may request endorsements to the title policy set forth above and it shall bear the full cost for each such endorsement it requests. The 'Developer may request and obtain, at its sole cost and liability, an ALTA title insurance policy for the site. The Agency shall pay only for a CLTA policy. section 2.13. Taxes and Assessments. All ad valorem and possessory interest taxes and assessments and fees, if any, on the site levied, assessed or imposed and which have accrued prior to conveyance of title to the Site shall be borne by the Developer as part of its obligations under the Lease. All ad valorem taxes and assessments, if any, levied or imposed upon the site or which accrue after the conveyance of the site shall be borne by the Developer. All ad valorem taxes and assessments, if any, upon this Agreement or any rights hereunder levied, assessed or imposed at any time shall be borne by the Developer. The foregoing obligations shall survive the closing of the Escrow and the Developer shall indemnify the Agency for any liabilities incurred by the Agency arising out of the Developer's breach of this section 2.13. section 2.14. Zonina of the site and Environmental Aoorovals. The Agency represents that, to the best of the Agency's actual current knowledge, the Redevelopment Plan, the city's General Plan, and the city's zoning ordinances permit the contemplated development, construction and operation of the Site in accordance with this Agreement, subject to the Developer obtaining any and all conditional use permits, modifications or variances, including those conditional use permits, modifications or variances which may be necessary for height, parking, setbacks, landscaping, signs and all other matters pursuant to the City's zoning ordinances. The Developer shall apply for all necessary permits and pay all fees applicable to the Project. Notwithstanding any provision to the contrary herein, the Project shall meet all parking and landscaping requirements set forth in the city's zoning ordinances except insofar as the City, in its sole discretion, may approve a modification or variance therefrom. section 2.15. Condition of the site. The Site shall be conveyed by the Agency to the Developer in an "As-Is" condition with no warranty or liability, except as otherwise provided herein, -13- KKR47647 eXECUTION COPT 06-15-95 express or implied on the part of the Agency as to the condition of the soil, its geology or the presence of known or unknown faults or defects. It shall be the responsibility of the Developer, solely at the Developer's expense, to investigate and determine' the soils, environmental and seismic conditions of the site and its suitability for the Project. It shall be the responsibility of the Developer, solely at the Developer's cost, expense and liability, to perform all work necessary to prepare the Site for development. The Agency agrees that the Developer may enter upon the site and conduct such tests, sampling and investigation as the Developer determines are reasonably necessary to satisfy the Developer that the soils, environmental and seismic conditions of the site are suitable for the Project. All such sampling, testing and investi- gation must be completed within thirty (30) days from the date of the Agency's execution of this Agreement. If, within said thirty (30) day period, the Developer discovers a soils, environmental or seismic condition which the Developer reasonably concludes makes the site unsuitable for development of the Project, then the Developer may, at its option, either (i) terminate this Agreement and the Lease in their entirety without ,cost, liability or obliga- tion on behalf of either the Agency or the Developer, or (ii) take whatever actions are reasonable and necessary, subject to the Agency's right of reasonable review and approval, to remediate, repair or otherwise put the site in the condition suitable for development of the Project, all' at the Developer's sole cost, expense and liability. Developer acknowledges and expressly agrees that its right to terminate this Agreement and the Lease for the reasons set forth in the immediately preceding paragraph must be exercised by written notice to the Agency delivered no more than thirty (30) calendar days following the Agency's execution of this Agreement. If Developer fails to provide notice of termination within said thirty (30) day period, then Developer shall, at its sole cost, expense and liability, take whatever actions are reasonable and necessary, subject to the Agency's right of reasonable review and approval, to place the soils of the site in a condition suitable for development of the project. All testing, sampling, investigation and remediation work performed upon the site must be performed by reputable, licensed contractors including, without limitation, licensed civil engin- eers, registered environmental assessors and the like. Immediately after written demand therefor by the Agency, the Developer shall provide the Agency with copies of all reports, test results, evaluations and other documents prepared by or for the Developer pursuant to this section 2.15, without cost, expense or liability to the Agency.' The Developer shall include a provision in all of its contracts with such third party contractors that the Agency shall be 'entitled to receive, upon written demand therefor, copies -14- KKR4 764 7 EXECUTION COPT 06-15-95 of all tests, inspections, reports, studies and the like relating to the soils, environmental or seismic conditions of the Site, without cost, expense or liability to the Agency. The Developer shall include provisions to this effect in all of its contracts with its subcontractors for work relative to the soils, environ- mental and seismic conditions of the site. The failure of the Develop'er to object to the soils, environmental or seismic conditions of the site within the time provided for above, shall be conclusively presumed to indicate the Developer's receipt, review and approval of all soils reports, environmental reports and all other reports referred to in this section 2.15. The Agency represents that to the best of the Agency's actual current knowledge, there are no pending actions in eminent domain or other litigation or proposed amendments to the City's zoning ordinances or General Plan concerning or affecting the title to the Site or the use of the site. The Agency represents that there are no other agreements with any other developer or devel- opers which have been entered into by the Agency or the City with regard to the! development of the Site which are currently in effect. . The Developer may have access to all data in the posses- sion of the Agency concerning the physical condition of the site. section 2.16. preliminarv Work bv the Develooer. Prior to the Developer obtaining possession of the site pursuant to the Lease, representatives of the Developer may enter the site at reasonable times for the purpose of obtaining data and making surveys and tests necessary for the development of the Project. The Developer shall defend, indemnify and hold the Agency and the City, and their officers, employees and agents, harmless from all injuries and/or damages, including attorneys' fees and litigation costs, arising from any activity of the Developer and/or its agents, officers, employees, consultants or contractors conducted on the site pursuant to this section 2.16. section 2.17. Submission of Evidence of Financina Commitments. within the time provided therefor in the Schedule of Performance, the Developer shall submit to the Agency evidence reasonably satisfactory to the Agency that the Developer has obtained or can obtain, as evidenced by a letter of intent or similar instrument, sufficient loan financing for the construction of the Project. In lieu of the foregoing, the Developer may submit to the Agency evidence reasonably satisfactory to the Agency that the Developer has sufficient funds of its own for construction of the Project by means of submission of a certified financial statement (or audit) and correspondence certifying that the Developer has sufficient equity capital for construction or the ability to obtain financing as described hereafter. As used in -15- KKR47647 exeCUTION COPT 06-15-95 this Section 2.17, the phrase "letter of intent" means a letter from a financial institution or lending source (reasonably accept- able to the Agency) indicating that such institution or source has received and,reviewed the Developer's application for financing for the Project and has begun serious deliberations pursuant to the usual and customary underwriting criteria of lending institutions of like kind concerning the providing of the financing to the Developer which is required by this section 2.17. section 2.18. Aaencv's Riaht to Drawinas. Plans. Etc. If the Agency terminates this Agreement as a result of the Developer's default hereunder, then the Agency shall have the right to receive, without' the payment of compensation to the Developer or any oth!'lr party, all plans, drawings, schedules, blueprints, grading plans, surveys, reports, and all ,other like documents associated in any manner with the Developer's development of the site. The Agency shall be entitled to receive these documents whether they are in the possession of the Developer or the Developer's employees, agents, consultants, contractors, attorneys, engineers, architects or others. The Developer agrees to include a provision concerning the Agency's right pursuant to this' Section 2.18 in all contracts it enters into with any third parties concerning the development of the site. ARTICLE III DEVELOPMENT OF THE SITE section 3.01. Develooment bv Develooer. (a) 'iScooe of Develooment. The site shall be developed in accordance' with the Redevelopment Plan and the Scope of Development, the Conceptual site Plan and the Concept Elevations set forth in Attachments 2a, 2b and 2c, respectively. The use and development of the site shall comply with the City's zoning ordinances, including those related to parking, landscaping, setback, signage and height requirements, and with the City'S building codes and other building requirements. No action by the Agency or the city with reference to this Agreement or related documents shall be deemed to constitute a waiver of any City parking, landscaping, signage, height or other requirements which are applicable to the Project or to the Developer or any successor in interest or tenant of the Developer, except by modification or variance expressly approved by the City, in its sole discretion. (b) Scooe of Develooment. Conceotual site Plan and ConceDt Elevations. The scope of Development, Conceptual Site Plan and concept Elevations are hereby approved by the Agency upon its execution of this Agreement. , The project shall be developed and completed in conformance with the approved Scope of Development, Conceptual sito Plan and Concept Elevations and any and all other -16- KKR47647 EXECUTION COPT 06-15-95 plans, specifications and similar development documents required by this Agreement or the Lease, except for such changes as may be mutually agreed upon in writing by the Developer and the Agency. The Agency agrees to approve preliminary and final construction plans and preliminary and final landscaping plans, if consistent with the approved Scope of Development, Conceptual Site Plan and Concept Elevations. The approval of the Scope of Development, Conceptual site Plan and Concept Elevations by the Agency shall not be binding upon the City Council or the Planning commission of the city with respect to any approvals of the Project required by such other bodies. If any revisions of the Scope of Development, Conceptual site Plan or ConGept Elevations as approved by the Agency shall be required by another government off icial, . agency, department or bureau having jurisdiction over the development of the Site, the Developer and the Agency shall cooperate in efforts to obtain waivers or approvals of any such revisions which have been made by the Developer and have thereafter been approved by the Agency. Notwithstanding any provision herein to the contrary, the Developer understands and agrees that all conditions imposed upon the Project by the city pursuant to the City's design review procedures shall be deemed to be automatically incorporated into the Scope of . Development, Concept and Site Plan and Concept Elevations and into the terms and provisions of this Agreement. Notwithstanding any provision to the contrary in this Agreement, the Developer agrees to accept and comply fully with all conditions of approval applicable to all permits and other governmental actions affecting the Project; (c) Landscaoina Plans. The Developer shall cause landscaping plans to be prepared for the Project by a licensed landscape architect. The Developer shall prepare and submit to the Agency for its approval, preliminary and final landscaping plans for the site. The Developer understands and acknowledges that the Agency requires, and Developer agrees to install and maintain, significantly enhanced landscaping on the Site, both as to quantity and quality of flora (e.g., large specimens in 48" boxes). These plans shall be prepared, submitted and approved within the times respectively established therefor in the Schedule of Performance and shall be consistent with the Scope of Development, the Conceptual site Plan and the Concept Elevations. (d) Submission of Develooment Plans. Construction Drawinas and Related Documents. The Developer shall prepare and submit, in accordance with the Schedule of Performance, development plans, construction drawings and related documents for the develop- ment of the site consistent with the Scope of Development, Conceptual site Plan and Concept Elevations to the City and the Agency for review and written approval; provided, however, that the Agency shall not have the right or responsibility to approve -17- KKR47647 EXECUTION COPT 06-15-95 development plans, construction drawings or related documents for purposes of the issuance of a building permit or otherwise on behalf of the city. The Agency may review and approve such plans, drawings and'documents for purposes of (i) determining the propri- ety of architecture and design of structures and the overall ,development of the Project in accordance with the Redevelopment Plan, and (ii) determining the conformity of such plans, drawings and documents with the terms and conditions of this Agreement. The development plans, construction drawings and related documents shall be submitted in two stages -- preliminary and final drawings (i.e., construction drawings), plans and specifications. Final drawings, plans and specifications are those which contain sufficient detail necessary to obtain a City building permit. The Agency's staff and the Developer's staff and consultants shall hold regular progress meetings during the preparation of all drawings and plans for the Project, to coordinate the preparation by the Developer, and the submission to and review by the City and the Agency of the construction plans and related documents. The Agency's staff and the Developer shall communicate and consult informally as frequently as is necessary to ensure that any such plans and related documents submitted by the Developer to the City and the Agency may receive prompt consideration. (e) Review bv Aaencv' and citv of preliminarv Plans. Drawinas and Related Documents. The Agency may review and approve building exteriors and the architectural features of the project. The Agency may also review and approve all plans, drawings and related documents pertinent to the development of the site in order to ensure that they are consistent with this Agreement and with the scope of Development, Conceptual Site Plan and Concept Elevations. The Agency shall state in writing the reasons for any disapproval of plans, drawings or related documents. The Developer, upon receipt of notice of any disapproval, shall promptly revise and resubmit such disapproved portions of the plans, drawings or related documents in a manner that addresses the reasons for disapproval no: later than fourteen (14) calendar days thereafter. The Developer shall timely submit to the City for its review and approval plans, drawings and related documents pertinent to the development of the Site, as required by the City. The Agency shall reasonably cooperate with the Developer in the Developer's obtaining the city's approval of development plans, construction drawings and related documents. Any failure of the City to either approve or disapprove the plans within thirty (30) days after their receipt by the City shall constitute an enforced delay hereunder and the Schedule of Performance shall be extended by that period of time beyond said thirty (30) day period within which the City approves or disapproves the submitted plans. If the City disapproves the submitted plans, the Developer shall revise and resubmit such plans within fourteen (14) days after receipt of -18- KKR47647 EXECUTION COPT 06-15-95 such disapproval in accordance with the City's requirements and so as to reasonably address the City'S reasons for disapproval. The Agency may approve any modified or revised plans, drawings and related documents to which reference is made in this subsection (e) ,as long as such revised or modified plans, drawings and related documents are consistent with the Scope of Development, the Conceptual Site Plan and the Concept Elevations and any other plans which have been previously approved by the Agency. The Agency may approve or disapprove such revised plans, drawings and related documents in the same manner and within the same times as provided in this subsection (e) for approval or disapproval of plans, drawings and related documents initially submitted to the Agency. The Schedule of Performance shall be extended only once for any additional period required (not to exceed 30 days) for the submission to and review by the Agency and/or the City of resubmitted plans, drawings or related documents, insofar as such review exceeds the Schedule of Performance; provided, however, that in order for the Schedule of Performance to be so extended, the Developer shall address all reasons for disapproval and satisfy all lawful requirements set forth by the Agency and/or the City concerning the prior disapproval of any plans, drawings or related documents. No matter once approved may be subsequently disapproved unless otherwi3e mutually agreed'by the parties or unless allowed or required by law or this Agreement. The Schedule ,of Performance may not be extended more than once hereunder as a result of the Agency's/City's disapproval of the Developer's drawings, plans and specifications. The Developer and Agency understand and acknowledge that the Developer intends to design, construct and operate the Project prior to November 17, 1995. Both parties will reasonably cooperate to accomplish this result, consistent with all legal requirements. (f) Chanaes in Final Construction Drawinas. Plans and SDecifications. The Agency may require the Developer to make new changes in the final construction drawings, plans and specifica- tions and related documents after their original approval by the Agency and/or the City. The Agency shall notify the Developer in writing of the changes which the Agency desires. The Developer shall incorporate those changes and provide amended construction drawings, plans and specifications within fourteen (14) days after receipt of the written request from the Agency. The Developer shall submit the revised construction drawings, plans and speci- fications supporting the Agency-requested changes to the Agency and/or the City for approval pursuant to subsection (e) above. The Agency shall ,notify the Developer of approval or disapproval thereof in writing within twenty-one (21) days after submission to the Agency. The Agency shall use reasonable efforts to cause the -19- KKR47647 EXECUTION COPT 06-15-95 Ci ty to review and approve or disapprove any such changes as provided in subsection (e) above. If' the Developer desires to make any material change in the final construction drawings, plans and specifications and related documents after their approval by the Agency and/or the City, the Developer shall submit the proposed change in writing to the Agency and/or the City for approval. The Agency shall 'notify the Developer of approval or disapproval thereof in writing within twenty-one (21) days after submission to the Agency. This twenty- one (21) day period may be extended by mutual consent of the Developer and the Agency. Any such change shall be deemed to be rejected by the Agency unless approved by written notice to the Developer within said twenty-one (21) day period, unless extended as permitted herein. The Agency shall use reasonable efforts to cause the City to review and approve or disapprove any such change as provided in'subsection (e) above. The Developer shall, upon receipt of a notice of disap- provai by the Agency and/or the city, or if deemed rejected pursuant to the immediately preceding paragraph, revise such portions of the Developer-proposed changes in the construction drawings, plans and specifications and related documents as are rejected and shall thereafter resubmit such revisions to the Agency and/or the City for approval in the manner provided in subsection , (e) above. ' Notwithstanding any provision to the contrary herein, a Developer-proposed change in plans, specifications or similar items pertaining to the Project or the review, approval, or disapproval by the Agency or the City of the Developer-requested changes shall not alter the Schedule of Performance. Notwithstanding any provision to the contrary herein, the Schedule of Performance shall be extended for the additional period of time necessary (not to exceed 30 days), for the Developer to prepare and submit (including resubmission if necessary) drawings, plans and specifications and related documents necessary to accommodate Agency-requested changes. The Developer may make changes during the course of construction concerning the interior of structures and "minor field changes" without seeking the approval of' the Agency; provided, however, that such changes do not affect the type of use to be conducted within all or any portion of a structure. "Minor field changes" shall be those changes from the approved final construc- tion drawings, plans and specifications which have no substantial effect on the improvements and which are made in order to expedite the work of construction in response to field conditions. Nothing contained in this Section 3.01 shall be deemed to constitute a waiver of or change in the City'S building code requirements governing minor field changes or in any approvals by the city otherwise required for minor field changes. I, -20- KlCR47647 EXECUTION COPT 06-15-95 (g) Costs of Construction. Environmental Costs and Other Costs. The costs of developing the site and of constructing all improvements thereon and adjacent thereto as set forth in the Scope of Development shall be borne by the Developer. It is understood and agreed by the parties that the Developer shall construct and install, at its sole expense, all off-site improvements as provided in the Scope of Development or otherwise applicable to the Site under the ,city's codes. The Developer shall, at its sole cost and expense, cause to be prepared, and shall pay all fees pertaining to the review and approval thereof by the City, all required construction, planning and other documents pertinent to the development of the site, including specifications, drawings, plans, maps, permit applica- tions, land use applications, parcel maps, zoning modifications, zoning applications and design review documents. The Developer shall pay to the City such application, plan-checking, development and other fees established by the City or the Arcadia Unified School District, as applicable, which are generally applicable to parties who require similar review, permits and/or approvals from the City. An Environmental Impact Report ("EIR") has been previ- ously completed and certified by the Agency with respect to the adoption of the Redevelopment Plan. The Agency has determined that such EIR, together with a mitigated negative declaration or negative decla'c-ation if adopted by the Agency at the time of approval of this Agreement, is sufficient for purposes of develop- ment of the site as required by this Agreement. If, due to Developer-requested changes, the Agency determines, in its sole discretion, that additional environmental impact studies are necessary, then the Developer shall, at its sole cost and expense, cause the preparation of any EIR, supplement to an EIR, addendum to an EIR and any and all other documents required pursuant to CEQA by consultants selected or approved by the Agency and/or the city. The Developer shall pay all fees and costs imposed by the County of Los Angeles for the processing of any environmental documents or other permits or approvals applicable to the Site. The Developer shall pay any fees and costs pertaining to the design, construction, relocation and securing of permits for utility improvements and connections, including sewers and sewer lines, power lines and poles, water lines, gas lines, phone and cable lines and related vaults, storm drains, catch basins and vaults, traffic access ways, lighting poles and standards and conduit, handicapped access ramps, construction of tree wells and planting of trees and irrigation lines/meters. (h) Schedule of Performance. The Developer shall substantially complete all construction and development of the Project within the time specified in the Schedule of Performance, subject to extensions of time provided by Section 6.05, or within -21- KKR47647 ExeCUTION COPT 06-15-95 such reasonable extensions of time as may be granted by the Agency in its sole and absolute discretion. The Schedule of Performance may be revised from time to time if mutually agreed upon in writing between the Developer and the Agency. (i) Bodilv Iniurv and Prooertv Damaae Insurance. Prior to the commencement of construction on the site and at all times prior to the Agency conveying title to the site to the Developer, the Developer shall furnish to the Agency duplicate originals of policies or appropriate certificates of public indemnity and liability insurance in the amount of Two Million Dollars ($2,000,000) combined single li~it, naming the Agency and the City as additional insureds. Said insurance shall cover comprehensive general liability including contractual liability, acts of subcon- tractors, premises-operations, explosion, collapse and underground hazards (if applicable); broad form property damage and personal injury (including libel, slander and false arrest). In addition, the Developer: shall provide to the Agency adequate proof of comprehensive ~utomobile liability insurance covering owned, non- owned and hired vehicles, combined single limit in the amount of Two Million Dollars ($2,000,000) each occurrence, and proof of workers compensation insurance. All insurance policies required hereunder shall be obtained and maintained from insurance companies admitted in the State of California and rated at least B+:VII in Best's Insurance Guide. It shall be the Developer's responsibility to insure that appropriate coverage from an approved carrier are maintained at all times during' its construction of the Project. All insurance polices shall provide that they may not be canceled or the limits of liability reduced unless the Agency receives written notice of cancellation or reduction at least thirty (30) days prior to the effective date of cancellation. All insurance obtained by the Developer hereunder shall be primary to any insur- ance which the Agency and/or City may otherwise carry, including self insurance, which for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Any insurance pOlicies governing the site as obtained by the Agency shall not be transferred to the Developer. All insurance required hereunder shall be maintained and kept in force until the Agency has conveyed title of the Site to the Developer. If the Developer fails to maintain appropriate and acceptable insurance, the Developer hereby irrevocably authorizes the Agency to procure appropriate insurance policies on the Developer's behalf. The Developer shall reimburse the Agency for the costs of such policies within ten (10) days after demand therefor by the Agency. (j) Antidiscrimination Durina Construction. The Developer, agrees that neither the Developer nor any agent, contractor or employee of the Developer acting under Developer's -22- KKR47647 EXECUTION COPT 06-15-95 direction will discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry. The Developer shall include such anti-discrimination terms in all of its contracts with its consultants, contractors, and subcontractors. (k) Local. state. and Federal Laws. The Developer shall construct the improvements on and off the site in conformity with all applicable laws, including all applicable federal and state labor standards and requirements, and in conformity with any applicable laws regarding the payment of prevailing wages for the construction and installation of public improvements. (l) Aaencv Riahts of Access. Officers, employees, agents and representatives of the Agency or the city shall have the right of reasonable access to the Site, without the payment of charges or fees, during normal construction hours during the period of construction of the project. Any officers, employees, agents or representatives of the Agency or the City who enter the site shall identify themselves at the job site office upon their entrance onto the site and shall at all times be accompanied by a representative of the Developer while on the site. The Developer shall make a representative available for this purpose at all times during normal construction hours upon reasonable notice from the Agency. The Agency shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the Agency or the city of this right of access, other than injury, property damage or liability relating to the active or passive negligence or~illful actions of the Developer or its officers, agents, contractors or employees. The Agency's right of access shall not be deemed to permit Agency to interfere with construction of the Project. Section 3.02. Taxes. Assessments. Encumbrances and Liens. The Developer shall pay prior to delinquency all real property taxes, possessory interest taxes and assessments, fees or charges assessed and levied on or against the Site subsequent to the close of the Escrow. The Developer shall not place and shall not allow to be placed on the site any mortgage, trust deed, deed of trust, encumbrance or lien not permitted by this Agreement. The Developer shall remove any levy or attachment made on the site or shall assure the satisfaction thereof within a reasonable time, but in any event prior to a sale of the Site or any portion. Nothing herein shall prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien or limit the remedies available to the Developer with respect thereto. '.' -23- KKR47647 EXECUTION COPT 06-15-95 section 3.03. Prohibition Aaainst Transfer. The Devel- oper shall no~, without prior written approval of the Agency or except as oth~rwise permitted by section 1.06, (i) assign or attempt to assign this Agreement, the Lease, or any rights therein or (ii) make any total or partial sale, transfer, conveyance, lease, leaseback, or assignment of the whole or any part of the site or the improvements thereon prior to the Agency's conveyance of title to the Site to the Developer. This prohibition shall not apply to the reasonable grant of limited permits to facilitate the development of the site. The Developer covenants and agrees that neither it nor its assigns or successors in interest to the site or this Agree- ment, shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the site or any portion thereof to any entity or party for any use that is partially or wholly exempt from the payment of real property taxes, or which would cause the exemption of the payment of all or any portion of such real property taxes during the time that the Redevelopment Plan (as it exists and as it may be amended) is in effect. Any sale, transfer, conveya"nce, lease, leaseback or assignment of the Site in violation of this Agreement shall not relieve the Developer from any of its obligations under this Agreelllent. Any sale, transfer" conveyance, lease, leaseback or assignment in violation of this Agreement shall not convey any rights whatsoever. section 3.04. Aaencv Subordination of Fee Interest. The Agency agrees that it will, subject to the fulfillment of all conditions precedent set forth in this section 3.04, subordinate its fee interest in the site to the lien of any lender from which Developer obtains construction financing for the Project. The Agency's obligation to subordinate its fee interest is expressly contingent upo'n complete satisfaction of each and all of the following conditions precedent: (i) The Developer shall have provided to the Agency, in a form acceptable to the Agency's legal counsel, a standby irrevocable le~ter of credit in the amount of no less than 125% of the alllount of the financing to which the Developer is requesting the Agency to subordinate its fee interest in the site. This letter of 'credit shall provide, at a minimum, that it shall be valid for an initial periOd of no less than five (5) years from the date of its issuance, and that it shall, upon request of the Agency, be extended for such additional time to insure that the letter of credit is in full force and effect for the entire period commencing from the effective date of the Agency's subordination of -24- KKR47647 EXECUTION COPT 06-15-95 its fee interest to the time that the Agency conveys title to the site to the Developer pursuant to this Agreement. The letter of credit shall provide that it may be drawn upon demand by the Agency's Executive Director or designee without notice to the Developer, and shall be issued by one of the five largest banks in California having a branch in the City. Partial drawings shall be permitted. The letter of credit may ,be drawn upon if the Agency receives notice from the lender that the Developer has defaulted under any of its obligations to the lender, and that such default is of a nature such that the lender may foreclose upon or otherwise acquire the Developer's interest in the site or the Project. The Agency may use the funds drawn from the letter of credit to satisfy any and all obligations owed by the Developer to the lender and to extinguish the lender's security interest in the Site; and (ii) The Developer shall have given sixty (60) days prior written notice to the Agency of its intent to acquire financing and to request the Agency to subordinate its fee interest to such financing, and the Agency shall have consented to such financing. The Agency agrees it shall give its consent if the proposed lender is a reputable financial institution, as reasonably determined by the Agency, and the form of financing is reasonable and customary when compared to financing for similar projects within the City. The Agency shall have the right of reasonable review and approval of the agreements, security instruments and ,other documents contemplated for use in the financing transaction. At a miriimum, these documents shall provide: (a) that the lender shall provide written notice to the Agency of any default by Developer under any of its obligations to lender, which default would enable the lender to foreclose upon or otherwise acquire any interest in this Site, or the Project or the improvemen.ts located thereon; and (b) The lender's foreclosure or other acquisition of any interest in the Site or the Project may not occur until at least forty-five (45) days have elapsed since the Agency's receipt of notice; and (c) The Agency shall have the right, in its sole and absolute discretion, to at any time satisfy any and all obligations of Developer to lender, without prepayment or other penalty, and to thereby extinguish lender's lien against or interest in the site or the Project; and (d) The Agency shall have no affirmative obligation whatsoever to perform, satisfy, or guarantee any of Developer's obligations to lender. .- '. -25- KKR47647 eXECUTION COPT 06-15-95 (e) The Agency's fee interest in the Site shall be subordinate only to the original amount of financing, and that no additional increases in the principal amount of financing may occur without the express written consent of the Agency, which the Agency may give or deny in its sole and absolute discretion. The terms of the agreements between Developer and lender shall require the Developer to make, at a minimum, quarterly interest payments on the unpaid principal amount owing at anyone time by Developer to lender; negative amortization financing shall not be permitted. Section 3.05. Riaht of the Aaencv to satisfv other Liens on the Prooertv. The Agency may, after twenty (20) days prior written notice to the Developer, satisfy any liens or encumbrances upon the Site which are not permitted by this Agreement. The rights of the Agency under this section 3.05 are in addition to all other rights of the Agency under this Agreement. The Developer shall reimburse the Agency for all costs and expenses incurred by the Agency in satisfying such unauthorized liens or encumbrances within ten (10) days after the Agency makes ,written demand therefor. If the Developer fails to reimburse the Agency within this ten (10) day period, the amount of such costs and expenses shall be a lien upon the site pursuant to civil Code Sections 2881, et sea. [, Prior to making any progress payments to any laborer, contractor, subcontractor or material supplier, the Developer shall obtain from each laborer, contractor, subcontractor or material supplier a Mechanic's Lien/Stop Notice release and acknowledgement of satisfaction for all amounts due and owing to said laborer, contractor, subcontractor or material supplier as to the quantity of work or materials for which the progress payment represents compensation. Before making any final payment to any laborer, contractor, subcontractor or material supplier, the Developer shall require the laborer, contractor, subcontractor or material supplier to execute a full Mechanic's Lien/ stop Notice release and an acknowledgement of satisfaction of all amounts due and owing to that laborer, contractor, subcontractor or material supplier under its contract with the Developer related to construction of the Project. Section 3.06. certificate of ComDletion. The Agency shall furnish the Developer with a certificate of Completion following written request therefor by the Developer and the completion of construction of the Project, including any offsite improvements. The certificate of Completion shall be sUbstantially in the fOrID set forth in Attachment 5. The Certificate of Completion Shall be a conclusive determination of satisfactory completion of all of the improvements required to be completed -26- KKR47647 EXECUTION COPT 06-15-95 under this Agreement for the site and of full compliance by the Developer with the terms of this Agreement with respect to the development of the Project (other than covenants which survive the issuance of a Certificate of Completion). The Certificate of Completion shall be in such form as to permit it to be recorded in the Los Angeles County Recorder's Office. If the Agency refuses or fails to furnish a certificate of Completion after written request from the Developer, the Agency shall within fifteen (15) days of the written request -or within three (3) days after the next regular meeting of the Agency, whichever date occurs later, provide a written statement to the Developer setting forth the reasons for the Agency's refusal or failure to furnish a Certificate of Completion. The statement shall contain the Agency's opinion of the actions the Developer must take to obtain a Certificate of Completion. If the reasons for such refus~l are confined to the immediate unavailability of specific items or materials for construction or landscaping, the Agency shall issue a Certificate of Completion upon the Developer's posting of a bond or irrevocable letters of credit, reasonably approved as to form and substance by the Agency's legal Counsel, in an amount representing the fair value of the work not yet completed, as reasonably determined by the Agency. A Certificate of Completion will not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage. A Certificate of Completion will not constitute a notice of completion as referred to in civil Code Section 3093. Section 3.07. Develooer to Reimburse Aaencv for Reduc- tion of Prooertv Tax Increment. The Developer shall, within ten (10) days following receipt of written request therefor from the Agency, reimburse the Agency in the amount of any "Property Tax Increment Reduqtion". For purposes of this Section 3.07, "Property Tax Increment 'Reduction" means the difference between Fifteen Thousand six Hundred Thirteen Dollars ($15,613) and the amount of property taxes attributable to the Site and paid to the Agency pursuant to Health & Safety Code Section 33670(b) for any fiscal year (after the 1995-1996 fiscal year) which begins and ends prior to the Agency's conveyance of title of the site to Developer. As an example, if the property taxes attributable to the Site and paid to the Agency for the fiscal year 1996-1997 is reduced to Thirteen Thous~nd Dollars ($13,000) then Developer shall pay the Agency the sum of Two Thousand six Hundred Thirteen Dollars ($2,613). The Agency and the Developer acknowledge and agree that the intent and purpose of this section 3.07 is to assure the Agency that it shall receive, from property taxes attributable to the -27- KKR47647 exeCUTION COPT 06-15-95 '! site and paid. to the Agency pursuant to Health and Safety Code Section 33670(b), the Developer or a combination of both, no less than Fifteen Thousand Six Hundred Thirteen Dollars ($15,613). ARTICLE IV USE OF THE SITE Section 4.01. Uses. The Developer covenants and agrees for itself and. its legal successors that during construction of the Project and at all times thereafter, the Developer and its legal successors shall devote the site and any portion thereof to the uses permitted. thereon pursuant to the Redevelopment Plan and this Agreement. The Developer further covenants and agrees for itself, legal successors, and its Developer Affi~iates that the site shall be used solely for the purposes set forth in the Scope of Development or such other use as approved by the Agency in its sole discretion. Sect.ion 4.02. citv Owned ProDertv. (a) The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the site or any portion, that the Developer, its successors and assigns, shall in perpetuity maintain in good condition the improvements on the Site, shall keep the site free from any accumulation (If debris or waste material, subject to normal construction job site conditions, and shall maintain in a neat, orderly, healthy and good condition the landscaping required to be planted in accordance with the scope of Development, Conceptual site Plan and Concept Elevations and approved building plans. The covenants of this section 4.02(a) shall run with the site or any portion in pe~petuity. Maintenance of the site and Ad;oinina (b) The Developer covenants and agrees for itself, its successors, its assigns and every successor interest to the Site or any portion, that the Developer, its successors and assigns shall, at their sole cost and expense, maintain and keep in good repair, free from any accumulation of debris or waste material, and shall maintain in a neat, orderly, healthy and good condition any landscaping and imp~ovements located thereon and any irrigation systems therein, the approximately 6,000 sq. foot City-owned parcel of land located immediately east of and adjacent to the site. This obligation and. covenant shall include the maintenance of insurance at all times, :including without limitation workers' compensation and general liability insurance issued by an insurance company rated by Best's Insurance Guide as B XII+ or higher, with policy -28- KKR47647 EXECUTION COPT 06-15-9'5 limits approvea by the City Attorney from time to time, covering all work performed by Developer, its successors and assigns here- under. A map depicting the location of this city-owned parcel is attached and incorporated as Attachment 8. The covenants of this section 4.02(b) shall run with the site and any portion until such time as the City-owned parcel is conveyed to a third party, other than the Agency. section 4.03. Obliaation to Refrain from Discrimination. The Developer covenants and agrees for itself and its legal successors, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the site (or any portion); nor shall the Developer or any person controlled by Developer, establish or permit any such practice or practices of discrimination or segre- gation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the site. The covenants of this section 4.03 shall run with the site or any portion in perpetuity. section 4.04. Form of Nondiscrimination and Nonseare- aation Clauses. The Developer covenants and agrees'for itself and its legal successors, that the Developer and its legal successors shall refrain from restricting the sale, lease, sublease, rental, transfer, use occupancy, tenure or enjoyment of the site (or any portion) on the ,basis of sex, marital status, race, color, religion, creed, ancestry or natural origin of any person. All deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, estab- lish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees -29- KKR47647 EXECUTION COPT 06-15-95 :{ in the land herein conveyed. with the land." The foregoing covenants shall run (b') In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions.: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number or occupancy of tenants, lessees, sublessees, tenants, or vendees in the land herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the land or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, .sublessees,or vendees of the land." The covenants of this Section 4.04 shall run with the site or any portion in perpetuity. section 4.05. Use Covenant. The Developer covenants and agrees for itself, its successors and assigns that it shall con- tinually operate an Outback Steakhouse, or substantially equivalent restaurant operation as reasonably approved by the Agency, upon the site for a period of no less than five (5) years from the date that the restaurant first opens for business; provided, however, that Developer may cease operations for no more than thirty (30) days no more than once every thirty-six (36) months for the purposes of refurbishing and/or repairing the restaurant or its fixtures or equipment. The Developer specifically acknowledges and agrees that the Developer's liability for a breach of the covenant of this section 4.05 shall accrue regardless of whether the breach is due to the Developer's fault, acts of God, or other causes outside the Developer's control. The Developer shall not be in breach of this section 4.05 if the failure to operate is due to fire or other catastrophic casualty; provided, however, that the Developer must begin to ,J . j -30- K1CR47647 EXECUTION COPT 06-15-95 rebuild or restore the restaurant within sixty (60) days from such catastrophe and thereafter diligently pursue and complete the repair 'or rebuilding within six (6) months from the date of cessation of o?eration. Developer hereby irrevocably stipulates and agrees that should Developer breach this section 4.05, the Agency may recover as damages (in addition to all other available remedies) the product of "x" times "y" where: "x" equals 60 minus the number of months that Developer has continually operated the restaurant in accordance with the provisions of this section 4.05; and "y" equals the product of .01 times the amount of average monthly gross sales generated by the restaurant in the twelve (12) calendar months immediately preceding the cessation of operation. If a breach of the covenant of this section 4.05 occurs during the first twelve (12) months following the date upon which the restaurant first opens for business, then the sum of Two Hundred Seventy Five ,Thousand Dollars ($275,000) is hereby stipulated and agre",d by the parties as the average gross monthly sales to be used in calculating "y." Should the Agency institute any action or proceeding to recover damages from the Developer for the Developer's breach of this Section 4.05, the Developer hereby irrevocably waives any defense in such action or proceeding which is based upon any argument or legal theory that the damages sought to be recovered by the Agency are speculative or that the provisions of this section 4.05 are too vague, ambiguous or uncertain to be enforced. The covenants of this section 4.05 shall run with the site or any portion. section 4.06. Effect and Duration of Covenants. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the Developer and any successor in interest to the Site or any portion, for the benefit and in favor of the Agency and the City, their successors and;assigns. Such covenants shall remain in effect for the time provided in the sections containing them or in the grant deed conveying the site. The covenants are intended to and shall run with the site or any portion. -31- KKR47647 EXECUTION COPT 06-15-95 ARTICLE V DEFAULTS. REMEDIES AND TERMINATION Section 5. 01. Defaul ts - General. Subj ect to the extensions of time set forth in Section 6.05, failure or delay by either party to perform any material term or provision of this Agreement shall constitute a material default under this Agreement, subject to the notice and cure provisions of Section 5.04. . Section 5.02. Leaal Actions. (a) Institution of Leaal Actions. Either party may institute legal or equitable actions to cure, correct or remedy any default, to recover damages for any default, to compel specific performance or to obtain any other remedy consistent with the purposes of this Agreement or the Lease in addition to all other rights or remedies. Such legal actions must be instituted in the Superior Court of the County of Los Angeles or in any other appropriate court in that County. (b) Aoolicable Law and Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. (C) service of Process. If legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or Chairman of the Agency or in such other manner as may be provided by law. It legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made upon Chief Executive Officer of Developer, hereby appointed as agent for service of process by the Developer, or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. Section 5.03. Riahts and Remedies are CUmulative. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Any failure or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by -32- KlCR47647 EXECUTION COPT 06-15-95 " either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enrorce any such rights or remedies. section 5.04. Notice of Default and Oooortuni tv to Cure. If either party believes that other has defaulted under this Agreement or :':he Lease, the party claiming the default shall provide written notice of the claimed default to the party claimed to be in default ("Defaulting Party")., The Defaulting Party shall commence and cure such default within thirty (30) days after its receipt of the notice of default or, if the default is of a nature such that it cannot be cured within thirty (30) days, the Default- ing Party shall commence to cure the default within thirty (30) days and shall thereafter diligently proceed to completely cure the default. The failure to satisfy a condition to closing of the Escrow, unless wilful, shall not constitute a default. If the Defaulting Party fails to complete the cure within thirty (30) days or, if applicable, fails to commence the cure within thirty (30) days and thereafter diligently proceed to completely cure the default, then the non-defaulting party may exercise, in its sole discretion, any legal or equitable remedies available to it under statute, common law, the Lease or this Agreement. These remedies include the institution of an action for monetary damages, specific performance or,other remedies allowed under this Agreement or the Lease. , The non-defaulting party must provide written notice of the claimed default SUbstantially in the manner described in the immediately preceding paragraph as a condition precedent to the institution of any action or legal proceeding against the Defaulting Party. The provisions of the immediately preceding paragraph with respect to the thirty (30) day period to commence and complete, or commence, cure of the alleged default shall not apply to a default concerning payment of funds, deposits or bonds required by this Agreement or the Lease. In that event, the alleged default must be cured within ten (10) days after the Defaulting Party's receipt of the written notice of default. section 5.05. Remedies and Riahts of Termination. (a) ~ermination bv the Develooer. In addition to all other rights and remedies provided in this Agreement; the Developer may terminate this Agreement if the Agency does not (i) execute the Lease and tender possession of the Site, or (ii) tender conveyance of title to and possession of the site to the Developer in the manner and condition and by the date -33- KKR47647 EXECUTION COPT 06-15-95 provided in this Agreement (or any and all extensions thereof as authorized by this Agreement), after the Developer has given notice and the cure period provided in section 5.04 has expired. (b) Termination bv the Aaencv. (i) In addition to all other rights and remedies provided in this Agreement, the Agency may terminate this Agreement if the Developer assigns this Agreement, or any right therein, or sells, leases, transfers or conveys the whole or any part of the Site or the improvements to be developed thereon in violation of the terms of this Agreement. (ii) In addition to all other rights and remedies provided in this Agreement, the Agency may terminate this Agreement if upon satisfaction of all conditions precedent and concurrent therefor under ,this Agreement, the Developer does not (i) execute the Lease and possess the site or (ii) take title to the site under tender of conveyance by the Agency, after the Agency has given notice and the cure period provided in section 5.04 has expired. (iii) In addition to all other rights and remedies provided in this Agreement, the Agency may terminate this Agreement upon the Developer's default under the Lease after the Agency has given notice and the cure period provided in Section 5.04 has expired; Upon the Agency's 'termination of the Developer's leasehold interest under the Lease, the Agency's - obligation to convey the site to the Developer shall likewise terminate. The Agency shall be entitled to retain, without offset, abatement or deduction, all rental payments received from the Developer during the term of the lease, in-addition to all other remedies available to the Agency under this Agreement, the Lease or applicable statute or judicial decision. Section 5.06. Cross defaults. The Developer specific- ally acknowledges and agrees that any Developer default under this Agreement shall likewise constitute a default under the Lease, and any Developer default under the Lease shall likewise shall constitute a default under this Agreement. upon such default, whether under this Agreement or under the Lease, the Agency may exercise any and all rights and remedies available to it under this Agreement, the-Lease, in equity or at law. -34- KKR47647 EXECUTION COPT 06-15-95 ARTICLE VI GENERAL PROVISIONS section 6.01. Notices. Demands and Communications Between the Parties. All notices, demands or communications submitted by any party to another party pursuant to or as required by this Agreement shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United states mail postage prepaid, return receipt requested, to the principal office of the Agency or the Developer, as applicable; as designated in section 1.05(a) and section 1.05(b). Written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate in writing. Any notice, demand or communi- cation shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, upon receipt if it is dispatched by messenger for immediate personal delivery, or three (3) days after it is placed in the United States mail, as applicable. section 6.02. Conflict of Interest. No member, official or employee of the Agency having any conflict of interest, direct or indirect, related to this Agreement and the development of the site shall participate in any decision relating to the Agreement. .The parties represent and warrant that they do not have knowledge of any such conflict of interest. section 6.03. Warrantv Aaainst PaYment of Consideration for Aareement. The Developer warrants that it has not paid or given, and will not payor give, any third party any money or other consideration for Obtaining this Agreement. For the purposes of this Section, third parties shall not include persons or entities to whom fees are paid for professional services if rendered by attorneys, financial consultants, accountants, engineers, architects, title insurers, escrow agents and the like. Section 6.04. Nonliabilitv of Aaencv Officials and Emolovees. No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, for any default or breach by the Agency, or for any amount which may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement. section 6.05. Enforced Delav: Extension of Time of Performance. In addition to specific provisions of this Agreement, either party hereunder shall not be deemed to be in default where delays or defau~ts are due to war; insurrection; strikes; lockouts; -35- KKR47647 EXECUTION COPT 06-15-95 riots; floods; earthquakes; fires; casualties; acts of God; acts of the public en.emy; epidemics;, quarantine restrictions; freight embargoes or ;lack of transportation; weather-caused delays; inability to'secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party other than as permitted or required by the terms of this Agreement; or any other causes beyond the control or without the fault of the party claiming an extension of time to ,perform. Any extension of time for any such cause hereunder shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. It is expressly agreed that the failure or inability of the Developer to obtain financing necessary or appropriate to develop the Project shall not constitute an enforced delay and shall not entitle Developer to any extension of time to perform its obligations. Times of performance under this Agreement may also be extended by the written mutual agreement of the Agency and the Developer. Section 6.06. Insoection of Books and Records. The Agency shall have the right at all reasonable times, at the Agency's cost and expense, to inspect the books and records of the Developer pertaining to the site and/or the development thereof as necessary for the Agency, in its.reasonable discretion, to enforce its rights under this Agreement. Matters discovered by the Agency shall not be disclosed to third parties unless required by law or unless otherwise resulting from or related to the pursuit of any remedies or the assertion of any rights of the Agency hereunder. This section 6.06 shall not require the disclosure of documents protected from disclosure by the attorney-client privilege, attorney work product doctrine, or similar statutes or provisions. Section 6.07. Aoorovals. Approvals required of the Agency or the Developer shall not be unreasonably withheld unless expressly provided to the contrary in this Agreement. Approval or disapproval shall be given within the time set forth in this Agreement or t~e Schedule of Performance or, if no time is given, within a reasonable time. Section 6.08. Real Estate commissions. The Agency shall not be liable for any real estate commissions, brokerage fees or finder fees which may arise from or are related to this Agreement and which are, incurred, or result from agreements. to pay such commissions or fees entered into, by the Developer. The Developer shall not be liable for any real estate commissions, brokerage fees -36- KKR47647 EXECUTION COPT 06:15095 .. or finder fees which may arise from or related to this Agreement and which are incurred, or result from agreements to pay such commissions or fees entered into, by the Agency. section 6.09. Indemnif ication. The Developer shall defend, indemnify and hold the City and the Agency, and their respective officers, employees, contractors and agents, harmless from and against all damages, judgments, costs, expenses and fees suffered and incurred by said indemnified parties and arising from or related to' any wrongful or negligent act or omission of the Developer or any agent of Developer. The Agency shall defend, indemnify and hold the Developer and its officers, employees and agents, harmle~s from and against all damages, judgments, costs, expenses and fees suffered and incurred by said indemnified parties and arising from or related to any wrongful or negligent act or omission of the Agency and arising out of the Agency's breach of this Agreement. Section 6.10. Attornevs' Fees. If either party files any action or brings any 'action or proceeding against the other arising out of this Agreement or is made a party to any action or proceeding brought by the Escrow Agent, then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorney's fees as fixed by the court in such action or . proceeding or in a separate action or proceeding brought to recover such attorney's fees. Section 6.11. IncorDoration of Attachments. The following Attachments are attached to and incorporated in this Agreement and are incorporated by reference in their entirety wherever reference is made in this Agreement to any such Attachment: " Attachments 1 Legal Description of the Site 2a Scope of Development 2b Conceptual site Plan 2c Concept Evaluations 3 Schedule of Performance 4 The Site Grant Deed .' . -37- KKR47647 EXECUTION COPT 06-15-95 5 Certificate of Completion 6 Ground Lease 7 prelimina~y Title Report for the site dated 8 Adjacent City Owned Parcel section 6.12. Calendar Davs: section Headinas. Any reference to "days" in this Agreement shall mean calendar days, not business days, unless expressly stated to the contrary. If a date for performance hereunder falls on a weekend or legal holiday, then performance shall be deemed timely if made on the next business day. The various Article and. section headings provided in this Agreement are only for the convenience of the parties. No Article or section heading shall be used to determine the import or meaning of the text of any Section, nor shall any Article or Section heading abridge, modify or otherwise alter the express language contained in any such section or Article. section 6. 13 . Aareement Product of Mutual Draftina. This Agreement'is the product of extensive mutual negotiations and drafting by both the Agency and the Developer. Both the Agency and the Developer have been represented by legal counsel throughout the course of the drafting and preparation of this Agreement. Accordingly, the judicial rule that ambiguities in a document are to be construed against the drafter of such document shall have no application to this Agreement. section 6.14. Bindina on Successors and Assians. This Agreement shall be binding upon the legal successors and assigns of the Agency and the Developer to the extent and as provided herein. This Agreement may not be assigned or transferred by the Developer except in accordance with the provisions contained herein. section 6.15. Authoritv of Executive Director to Execute Minor Amendments on Behalf of Aaencv. The Agency's Executive Director is hereby authorized, with the concurrence of the Agency's legal counsel, to make minor technical and other non-substantive amendments to ~his Agreement on behalf of the Agency without the need of formal'action of the Agency's governing body. -38- KKR47647 EXECUTION COPT 06-15-95 ARTICLE VII ENTIRE AGREEMENT. WAIVERS AND AMENDMENT Section 7.01. Entire Aareement. This Agreement may be executed in three (3) duplicate originals, each of which will be deemed to be an original, but when taken together shall constitute but one Agreement. This Agreement includes forty-one (41) pages and eight (8) Attachments which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotia- tions or previous agreements between the parties with respect to all or any part of the site and the development thereof. None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with the grant deeds conveying title to the Site, and this Agreement shall continue in full force and effect ,before and after such conveyance in accordance with its terms. All waivers of the provisions of this Agreement and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer. ARTICLE VIII TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY AND RECORDATION Section 8.01. Execution. This Agreement and the Lease shall first he executed by the Developer and then promptly delivered by tile Developer to the Agency. This Agreement and the Lease must thereafter be approved, executed and delivered by the Agency to the Developer within sixty (60) days after the date of receipt of the:executed copy of this Agreement and the Lease by the Agency from the Developer. In the event that the Agency has not approved, executed and delivered the Agreement and the Lease to the Developer within the foregoing period, then this Agreement and the Lease shall be deemed to be of no further force or effect unless the time for such approval, execution and delivery is extended by written notice from the Developer to the Agency. The parties further agree that this Agreement and the Lease may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one instrument. The date of this Agreement and the Lease shall be the date when the Agreement and the Lease shall have been approved by the Agency. -39- KKR47647 ExeCUTION COPT 06-15-95, IN, WITNESS WHEREOF, the parties hereto have duly executed this 'Agreement as of the dates set forth below. [SIGNATURES ON FOLLOWING PAGE] -40- KlCR47647 EXECUTION COPT 06-15-95 Date: (SEAL) ATTEST: By: Agency Secretary APPROVED AS TO FORM: Best, Best & Krieger Agency Special Counsel Date: Michael Miller Agency Attorney Date: KKR47647 EXECUTION COPT 06-15-95 ARCADIA REDEVELOPMENT AGENCY By: Agency Chairman By: Arcadia steakhouse, L.P., a California limited partnership By: T-Bird Restaurant Groups, Inc. , a [ ] corporation Its: General Partner By: Its: ATTEST: secretary -41- Attachment 1 The site Legal Description Att. 1-1 EXHIBIT "A" PARCEL "A" (EXHIBIT 'B") LOT 25, OF BLOCK 72. OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA. COUNTY OF LOS ANGELES. STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 25. PARCEL "B" (EXHIBIT "S') LOT 24. OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA. COUNTY OF LOS ANGELES. STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 24. PARCEL "C" (EXHIBIT "/3') LOT 23. OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 23. PARCEL "D" (EXHIBIT "6") A PORTION OF LOT 22. OF BLOCK 72. OF THE ARCADIA SANTA ANITA TRACT. IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 22 WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 15 FEET SOUTHERLY FROM THE NORTHERLY LINE OF,SAID LOT; THENCE EASTERLY ALONG SAID PARALLEL LINE. NORTH 90. 00' 00" EAST 45,05 FEET; THENCE SOUTH eo. 00' 08" EAST 5,04 FEET TO THE EASTERLY LINE OF SAID LOT 22. SAID POINT BEING 15,88 FEET SOUTHERLY FROM THE NORTHEAST CORNER OF SAID LOT, J:\2200.092\EX,A Attachment 1 PARCEL 'E' (EXHIBIT "B") A PORTION OF LOT 21, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 21 WHICH IS 15,88 FEET SOUTHERLY FROM THE NORTHWEST CORNER OF SAID LOT; THENCE SOUTH 800 00' 08' EAST 23,76 FEET TO A LINE WHICH IS PARALLEL WITH AND DISTANT 20,00 FEET SOUTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21; THENCE EASTERLY ALONG SAID PARALLEL LINE NORTH 90000' 00" EAST 121.63 FEET TO THE EASTERLY LINE OF SAID LOT 21, PARCEL 'F" (EXHIBIT 'B') LOT 20, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 'G" (EXHIBIT "B") LOT 19, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 'H" (EXHIBIT "B') A PORTION OF SECOND AVENUE (60 FEET WIDE), AS SHOWN ON THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY INCLUDED WITHIN THE FOLLOVVING DESCRIBED LINE: BEGINNING AT THE NORTHEAST CORNER OF LOT 21, OF BLOCK 72, OF SAID ARCADIA SANTA ANITA TRACT, SAID POINT BEING ON THE WESTERLY LINE OF SAID SECOND AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID WESTERLY LINE 20,00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG THE EASTERLY PROLONGATION OF A LINE WHICH IS PARALlEL WITH AND DISTANT 20 FEET SOUTH!,RL Y FROM THE NORTHERLY LINE OF SAID LOT 21, NORTH 900 00' 00' EAST 30,00 FEET TO THE CENTERLINE OF SAID SECOND, AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 00001' 00" WEST 135,57 FEET TO A POINT ON A NONTANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 31,00 FEET AND FROM WHICH A RADIAL LINE BEARS SOUTH 24018' 30' EAST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20 10' 45' AN ARC DISTANCE OF 1,18 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 29.00 FEET AND FROM WHICH A RADIAL LINE BEARS NORTH 260 29' 15" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 260 29' 30" AN ARC DISTANCE OF 13.41 FEET TO A TANGENT LINE; THENCE WESTERLY ALONG SAID TANGENT LINE NORTf1 J:\2200.092\EX,A 89.59"45' WEST 16.00 FEET TO A POINT ON THE WESTERLY LINE OF SAID SECOND AVENUE, SAID POINT ALSO BEING ON THE EASTERLY LINE OF LOT 19 OF SAID ARCADIA SANTA ANITA TRACT, LYING 1,00 FEET NORTHERLY FROM THE SOUTHEAST CORNER OF SAID LOT 19; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID SECOND AVENUE NORTH 00.01' 00. EAST ,139,12 FEET TO THE TRUE POINT OF BEGINNING, J:\2200,092\EX-A ~ ~ HUNTINGTON'" ... DRIVE -------~I ~ ;-,-""~:--~-~,, ------1 28.80' 6,0 in I 30' 30' N 90' 00' 00" E ~ I I 195.09' ~ N 90' 00' 00" E 151.63' 150-:-01- -sO.01' rr ----sD.o,.- T 4~~~. ,... 23,} - @121.~ - - (!; 30.00' ~ ~: 0)~: @)~: @~: @ ~:"' N89'-S9~S~'W~T2;J4S~04' g:~@'~i ;! I POR. ;!I paR. ;!I paR. ;!I paR. ;!I~ CD ~I~ ~ r < LOT 26 LOT 24 LOT 23 I LOT 22 l:g LOT 20 :g I . a I I I j3 w i I i I ~ I i I +-~ ~'_S9' 49" ~ - ~S~O~ -1~ ~ ~ ~ pip I i:; I p' ~" @ , I ~ ~ W 01 01 01 01 fJl~ ~IO_O g rn Z L J Z l .zl J~ ~ 'LOT '19 ' ;;;;,-0 n.-'" ':;0.:,01' __SO.01' _ ~,~'_ ':;0.:,01' ~_~__~~____ (' Z i N 89'S9'44" W . 0 ~ 34S.08' - - - - - - - - - - - - - - =T - ~ - - - - - - - ~ - -+/ ALLEY ~ '-._~/~ POR BLK 7';> OF J-\HCADJJ-\ SJ-\NT A J-\NJT J-\ MH. -];5 / 3D - DO ASL CorIUIi'll ~ ."IoG... (I.IJ"U",_ 0__ (',olln-_ 0'_ ~ ,,,,)110-01_ D~ ~-u.. O"-Wt;O "")lU'~ D5.'lIl__ I_~'_ ......... N eg" sgo .~. . .3.:>.08" iii 00' 01' 00. E 1.00' --'--.---" .... EXHIBIT "B" -. - ... ty7ci ,!J['; " ~) PARCEL A 8 C o AREA (GROSS) 0.17 AC. 0.17 AC. 0.17 AC. 0.17 AC. G H TOTAL = 0,18 AC, 0.10 AC. 1.24 AC. ~, D~ ...:.... 0, il 8~ ':.-... 0, il N eg"~' .:'". ..... 11..2900' .0.. 26"19'jO" l..lJ4l' 1-..8.)" DETAIL NOT TO SCALE Attachment 2a o Scope of Development The Developer shall design, construct and cause to be operated at his cost at 6,500 sq. ft. Outback steakhouse ori the Southwest Corner property. The development shall meet all City ordinances. Att. 2-1 Attachment 2b Conceptual Site Plan Att. 2-2 .: :'J'.lt>\C ~~ 1~:":'.l~ <~ ~ I C!) I I =,1 !'I ... I I . " ,I 'I I I I .eo ~ " H ".~, I SUoU:1"_w.i! 10 OilO ZO 60 I' /"In I =--- 'L.L.- .. ........ - ~ - - _: I - '. '0., ~~~- n '<:>, ~...!1..... ;~ <v - . - HUNTINQTON -. DRIVE =-- - . - 1"1'::1 -_"-=- ~ - . _- LL:' t., I J~! 11\ -;=~fll!'-t i , ~:..L ~ ' ;1 - '~I,I.:'.~_" 'lT~I't f' ,', ~~ ':1: ...___ ! I ~ ~. 1:- ; I I , 1 II : ~ I ."'SPE h.- ~i I ,,; 0 ,I W~ i= II ;!. 0)1 :,[ Ji'l 11-);~ 11/ , I 11.:, ' -"-'- .-- -.- .-- .,n ~ " OUTBACK STEAKHOUSE --- ."---1 --- - - ~ 91 I ill U ill U I II U 110 ---~----- ----- " --- .....lr.J: J1\I" ~..YO i. l' ..: .ALLEiY.. .. .... .... .:.':~Fi:'~o(":S ..- --- -- -- -- ..--... -- -- -- - ~- -- ... ,,' _1-t_~1 "'I_l_'.l ,., -. -. -. .. -, ...-...-..- --... .-..-.... ..--1..........,..." _...,.,q -- :..~.':-::.~~..-::.u.~-:::~ .-.....-.-,,-....... -...-.---.-- -- -'- -- i~ - VICINITY ..tAP UI :1 i I I ! I · lllh I I I ! ; 1'..1 j~!li,l lz' . I . i ; ',I, I! ji ! !,I I l zl ~ I, :;; al.. ~ifi ..- -. . --. '2\ (AEVERs[) -. -.. 1 - ..!..,!~ Attachment 2c Concept Evaluations Att. 2-3 , . , I . I ' . .i.;.";):" f . 't1I6T B.EVAT'CN -' --,."." ~ ----.----..-- .. --...----.- --,,------- - .. -----...-- --- '" ..-......-----. -... ----- ..*1'/8T.....~ 0:::~::- CD ==-=-- Ij\ -----.--.- '.;I _,___.___ 0.__......- -..-- 0=;::'::"- IOITH B.EV;.n::lH . EAST BEi.ncw , ~ , ~ --.. ~ ~ ~ 2~ ~ I~ ~i ~ . u .~ ~ - ..,- AS .......__ OF , - -.....-... ,- ~ _.n :,:. ..i~.. . ..~. "11 I, ~i --" tl 11 ~ ~ ~ (J ~ i' ~ ~ ~ ~ t i:i ~I ~ (g. ~ 61, ~ SCUll< 8..EY' TlCt< Ta.ET fIOOW Pl.AH WAU. secTlCI/ caelWlCl.klIt Y""'tII . r it~~ ' ~ f .,-';' ~, ~ ,.----.------- ..- . . , ! ~- ! . , . . . , . . ~------______I =-_1 _-=::.=- ...II\.. ~~ $ :::_~_:.--:__:::_:::__::_:.7__::::::.._::__::._::__::__::._:__::__::~_j o. . ----...- 0___- ; ===:=:.----=--=- ~--- --- - ~~j::::--:? --..- _ ~~~=::r- .::.=. ..---.....---.--.--.... .. tb~~ ~6=b~ tb6=b~ , , . r , : - -:- --@ ~ - -......-- - -......- ~.' _ :..-=-~_-:r = E5:'--:'?:;- -- ~'tIl1U.Ot.wa . .==..:I:wT:_ 4!)-t::.::r:-..-&::. <<>-=";;;;.-::..-:- .-c:'"2..":I_. =<<I>-::=::-':--=='. ------ =~S:a-=r l&-E:.~~_ ~::..-:._-:l..- =~~~,]..'f- (!)o---- -(!)-Q':---- :. G>- :7.:=--:;:.- <J)----- &-~- ~----- .~- fC-- 1):-- e-r.n;z.~ Z'.:z..~:~~- ~~l!::.::-_. 0.:=.7___- ....-- $- ====::.~:- .....--- CI)...----- .a:=-==-_ . :.~=.':""_-=- ~..--- q)- :-....:-""::- .=-=.~....:. CD- *-;:.:::=- is- =-"--=:. cD- :;:.-::.:= <<>>-="";!I.3=- <<ra~~= l!)...:== <1>--- e- ---- <1>----- <D----- CD- -- - ==.-;:.::-- ...~---= .. :E;------ - ..----. ----- -a>----- ... <!r =.-:".::... <1>-="::---- ;;!)-===--=.- a>-~~-::- Q)- E'::o::- CI)o.=::.::"'-.- o::r.<UII'ClDI ro - 'v'J ~! ~~ <I g~ o ..- Iii"'l ~~ ~ ..! < Z!. '" - ~~ ! , '1 ~ ~ 4> II ~ hll Ill', Ii I~~ ,\p 1.1 I - --....- Attachment 2d Concept Landscaping Plan Att. 2-4 ,', "- "- D ~ "I :. "'~'~kO -=,=:-..- >~ 0 ,. ......-........--.. I\~ , --.. 0,\ . -''::.-::--'-'' ......-::.::::...-~.... i ~ ~~~~:,~'-- ~, ..... :::-~':.:~:-' "-' ~. =--"....- ..... ...... .".- ''''''- =-=-=.::.~ - - ......... -- ~: J. ..".............~ ~ ~~.:~:.~~.::~.:~~:=~"..~ t=.~'f""', ...-"'-...."....-......-...'.. .=..... c. s ::.::::~"':';-'.:~::':',~_...- ......... ,,- '- .-..... ..-......... ...-.... --.-.,....- ;.:.~~'~~:::;.:7f.'i.:~ ~~~:!. :::':.:=:-:-::: ...... ::':':::::::;'.~::.~.::~...-:::-- ..~... -.... -..-- ,-1--, HUNTINQTON DRIve ...-- -- ---- "';.:.::------ ..- __ _ _ ~-:~=""::"'="'=:....t..--.. = ~' " eo " '/ 1 "',,w,r.u'( = , , OUTOACK Sn:AKIfOlJSr. ~, ~ ~.-2 fi g t' " ,. I.:",:". . ,:.., ," ..1. . ...// f' __..__ C~.. ~ ".t_ JI'lt1 . .. ,. .' ...... -! f ,.- -.....-.- -- ---'~.~- .- .... ~:NI_, .. ..' ',',:""",,,, "LL . , ----t,' ']:"t~~.('~~t/ _~ ;~\:;'':'"'~'~~'''''~'''~NAA''''~'<' I s (('lwrfU:.\L (,~';.a " '.....L. to.u, " . to'-a" i-~~ '=jIll, ~Il - r'l ~J Ii lil YlQItrr:i...M,e ," 'I ' 11'11 i ~ j ." . E .11, . ~:c.' ( I'" I i I ill! V i !!~ n .. ~ 'Z 111 > < ~ I I ;f ' JI It ' I' U I \" ;11 -- I I 'f I -. " -.. "it' (Il:(V(1l'5E) rnEI.lf\IINARY I.ANnSCAl'E rL."'..... ......,.. ,~ D ~tO 10 ~ t" nnl " -~ :.:~" II.. ........... ...._.__ ,. :.~:.:~.:=...~.:.,:-nu_. .."""'........." "'.......""'"'... ...:..:..... { ",_.,~ (/,-::.-.., ~_J ,-'"--'-"'" ltt"l~E:D ~J~ /<5 1 ..., -~ Attachment 3 SCHEDULE OF PERFORMANCE PRE DDA Developer submittal of Environmental Information Form to Agency Developer submittal of Concept site Plan to Agency Agency complete environmental check list Comments on Concept site Plan to Developer from Agency; begin preparation of Environmental Assessment Developer submittal of CUP application, payment of fees to City Submittal of Draft DDA to Developer by Agency; order prelim. title report; Agency begins preparation of Disposition Report; initiate street vacation process Developer comments on draft DDA Agency sends notice to sierra Madre News of preparation of Negative Declaration and Public Hearing date/time . Revise DDA; resend to Developer Publication of above in Sierra Madre News Agency sends notice to sierra Madre News of publication of availability of DDA, Disposition Report; Notice of Public Hearing Publication of above in sierra Madre News Execution of final DDA by Developer; submittal to Agency with $10,000 Administrative Fee City council considers street vacation, set 7/11/95 - Public Hearing Developer submittal of plans to Building for plan check; payment of fees to City CUP hearing on Outback before Planning commission Public Hearing - City Council/Redevelopment Agency on proposed DDA and environmental documents Att. 3-1 05/02/95 3/24/95 3/24/95 3/31/95 3/31/95 4/27/95 4/27/95 5/10/95 5/18/95 5/23/95 5/25/95 5/25/95 6/01/95 6/05/95 6/06/95 6/12/95 6/13/95 6/20/95 Note: The Agency Executive Director is authorized to make minor adjustments to this schedule. POST DDA Public Hearing - city council & Redevelopme~t Agency on proposed DDA, Design Review, and environmental documents 6/20/95 City forwards corrections on building plans to Developer 6/30/95 Developer to submit $10,000 administrative processing fee 6/30/95 Agency e~ecutes & records DDA 7/05/95 Developer submittal of proof of financing and if subordination is requested, Letter of Credit to Agency 7/12/95 City receives second submitted of building plans from developer 7/14/95 city council Public Hearing on street vacation 7/18/95 Term of lease ~egins; payment of permit fees by 'Developer, issuance of building permit 7/21/95 Developer begins construction 7/31/95 Developer concludes construction, request of certificate of Occupancy from City 11/15/95 Restaurant opens; Developer requests certificate of Completion from Agency (If restaurant opens earlier, first lease payment due 5 days from opening) 11/17/95 First lease payment due 11/21/95 Agency issues certificate of Completion 12/20/95 Lease Payments (per DDA Att. 6, Ground Lease, section 2.1): Monthly Escrow opens: July 1, 2000 Escrow Closes;'payment by Developer of amount specified in section 2.04 of DDA November 21, 2000 Att. 3-2 Attachment 4 site Grant Deed Recording Requested by: Arcadia Redevelopment Agency After Recordation, Mail to: Mail Tax statements to: rTo be sUDDlied bv Outback Steakhousel GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE ARCADIA REDEVELOPMENT AGENCY, a public body, corporate and politic, of the state of California (the "Grantor"), acting to carry out the Redevelopment Plan for the Southwest Corner Redevelopment Project, as amended (the "Redevelopment Plan") pursuant to and in accordance with the Community Redevelopment Law of the State of California, hereby grants and conveys to Arcadia Steakhouse, L.P., dba Outback steakhouse, a California limited partnership (the "Grantee"), the real property (the "Site") legally described in Exhibit "A" attached hereto and incorporated herein by this reference, subject to the other terms and conditions of this grant deed. 1. The site is conveyed subject to the Redevelopment Plan and pursuant to that certain document entitled "Disposition and Development Agreement" entered into between the Grantor and the Grantee, dated as of ("Agreement") . The provisions of the Agreement are incorporated herein by this reference and shall be deemed to be a part hereof as if set forth at length herein. All initially capitalized terms not defined herein shall have the meaning set forth in the Agreement for such terms. I 2. The Grantee covenants and agrees for itself and its legal successors that prior to the expiration of the term of the Redevelopment Plan (as it exists and as it may be amended), the Grantee and its legal successors shall devote the site and any portion thereof to the uses permitted thereon pursuant to the Redevelopment Plan. The Grantee further covenants and agrees for itself, legal successors, and its Developer Affiliates that the site shall be used solely for the purposes set forth in the scope of Development or such other use as approved by the Grantor in its sole discretion. Att. 4-1 3., The Grantee covenants and agrees for itself and its legal successors, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the site (or any portion); nor shall the Grantee or any person controlled by Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the site. The foregoing covenants shall run with the site or any portion in perpetuity. 4. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the site or any portion, that the Grantee, its successors and assigns, shall in perpetuity maintain in good condition the improvements on the Site, shall keep the Site free from any accumulation of debris or waste material, subject to normal construction job site conditions, and shall maintain in a neat, orderly, healthy and good condition the landscaping required to be planted in accordance with the Scope of Development, Conceptual Site Plan and Concept Elevations and approved building plans. The covenants of this section 4 shall run with site or any portion in perpetuity. 5. The Grantee covenants and agrees for itself and its legal successors to the site or any portion, that the Grantee and its legal SUCCEssors and assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use occupancy, tenure or enjoyment of the site (or any portion) on the basis of sex, marital status, race, color, religion, creed, ancestry or natural origin of any person. All deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: liThe grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race,. color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and-accepted upon and subject to the following conditions: That there shall be no Att. 4-2 discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number or occupancy of tenants, lessees, sublessees, tenants, or vendees in the land herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in. the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the land or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." The foregoing covenants shall run with the site or any portion in perpetuity. 6. The covenants contained in this Grant Deed shall be binding for the benefit of the Grantor or the City of Arcadia and their successors and assigns, and such covenants shall run with the land in favor of the Grantor for the entire period during which such covenants shall be in full force and effect, without regard to whether the Grantor or the City of Arcadia is or remains an owner of any land or interest herein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach as provided in the Agreement or by law. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, the city of Arcadia and their successors. 7. The Grantee covenants and agrees that neither it nor its assigns or successors in interest to the site or the Agreement, shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hyPothecate the site or any portion thereof to any entity or party for any use that is partially or wholly exempt from the payment of real property' taxes, or which would cause the exemption of the payment of all or any portion of such real property taxes during the time that the Redevelopment Plan (as it exists and as it may be amended) is in effect. 8. The Grantee covenants and agrees for itself, its successors and assigns that it shall continually operate an Outback Steakhouse, or substantially equivalent restaurant operation as reasonably approved by the Grantor, upon the site for a period of no less than five (5) years from the date that the restaurant first Att. 4-3 opens for business; provided, however, that Grantee may cease operations for no more than thirty (30) days no more than once every thirty-six (36) months for the purposes of refurbishing and/or repairing or its fixtures or equipment. The Grantee specifically acknowledges and agrees that the Grantee's liability for a breach of the covenant of this section 4.05 shall accrue regardless of whether the breach is due to the Grantee's fault, acts of God, or other causes outside the Grantee's control. The Grantee shall not be in breach of this section 8 if the failure to operate is due to fire or other catastrophic casualty; provided, however, that the Grantee must begin to rebuild or restore the restaurant within sixty (60) days from such catastrophe and thereafter diligently pursue and complete the repair or rebuilding within six (6) months from the date of cessation of operation. Grantee hereby irrevocably stipulates and agrees that should Grantee breach this Section 8, the Grantor may recover as damages (in addition to all other available remedies) the product of "x" times "y" where: "x" equals 60 minus the number of months that Developer has continually operated the restaurant in accordance with the provisions of this section 8; and "y" equals the product of .01 times the amount of average gross monthly sales generated by the restaurant in the twelve (12) months immediately preceding the cessation of operation. If a breach of the covenant of this section 4.05 occurs during the first twelve (12) months following the date upon which the restaurant first opens for business, then the sum of Two Hundred Seventy Five Thousand Dollars ($275,000) is hereby stipulated and agreed by the parties as the average gross monthly sales to be used in calculating "y." Should the Grantor institute any action or proceeding to recover damages from the Grantee for the Grantee's breach of this section 8, the Grantee hereby irrevocably waives any defense in such action or proceeding which is based upon any argument or legal theory that the damages sought to be recovered by the Grantor are speculative or that the provisions of this section 8 are too vague, ambiguous or uncertain to be enforced. The covenants of this Section 8 shall run with the site or any portion';' 9. The title to the Site conveyed by this grant deed excludes (to the extent now or hereafter validly excepted and reserved by the parties named in existing deeds, leases and other documents of record) and the Grantor hereby reserves all oil, gas, hydrocarbon substances and minerals of every kind and character Att. 4-4 lying more than five hundred (500) feet below the surface for any purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals but without, however, (and such reservation shall not include) any right to use the surface of the site or any portion thereof within five hundred (500) feet of the surface for any purpose whatsoever. [SIGNATURES ON FOLLOWING PAGE] Att. 4-5 11 IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of , 19_ Date: (SEAL) ATTEST: By: Agency Secretary Date: APPROVED AS TO FORM: Best, Best & Krieger Agency Special Counsel Date: Michael Miller Agency Attorney Date: ARCADIA REDEVELOPMENT AGENCY By: Agency Chairman By: Arcadia Steakhouse, L.P., a California limited partnership By: T-Bird Restaurant Groups, Inc. , a [ ] corporation Its: General Partner By: Its: ATTEST: Secretary Att. 4-6 SfATI! OF CALIFORNIA } } } COUNI'Y OF On . 1995, bdore me, the undersigned notary public, pcnoaaUy appeared . D pel500aUy known to me OR 0 pr'OYed to me oa the basis of satisfactory evidence to be the persona wbOK names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacitics, and that by their signatures 011 the instrument the persons. or the entity upon behalf of which the persons acted, executed the instrument. ~ my hand and official seal. Signature of Notary Att. 4-7 ..____..__00___...__. I CAPACI1YCLAIMEDBY I ! SIGNER: I i, 0 Individual(l) ! I 0 Corporate I I om"'r(&) I o Partner(l) o Attorney-in-Fact . 0 TNltee(l) . I I I 0 Subscribing Witney I o Guanlian/Conservator I OOtber ! SIGNER IS, REPRESENTING: NAMB OF PBRSON(S) OR I!NITI"Y(IES) I . _..__..1 STATE OF CAUFORNIA } } } COUNrY OF On . 1995, before me, the undersigned notary public, personaUy .appeared .0 personally known to me OR 0 proved to me on tbe bU15 of satisfactory evidence to be the penons wh05e names are subscribed to the within instrument and acknowledged to me thlt they executed tbe same in their authorized capacities, and that by their signatures on the instrument the pcrso~ or the entity upon behalf of which the pel50ns acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Att. 4-8 ,j"......'.....'...-............-'..................'............'..'......... i CAPACI'lYCLAIMEDBY ! SIGNER: Ii [] Individual(.) o Corporate Officer(.) ! [] panner(.) t 0 Attorney-in-Fact I [] Trullee(.) o Subscribing Witness [] Guardian/Conservator OOtber i i I i i I S I i i OR I I --=---....-...-.--,.,......,....-..,..,\ SIGNER REPRESENTING: NAME OF PERSON(S) ENITrY(IES) STAlE OP CAUPORNIA } } } COUNIY OP On . 1995, before me, the undersigned notary public. personally appeared . Cl personally known to me OR a proved to me on tbe bail of satisfactory evidence to be L1"c persons wb05C DalllCI are subscribed to the witbia instrument and acknowledged to me tbat they executed the same in tbeir authorized capacitics, and that by their signatures on the il15trument the penofll, or the entity upon behalf of whicb tbe penol1l acted, executed the instrument. . WITNESS my hand and official seal. Signature of Notary Att. 4-9 f...--.-.--..-..---.....-...........--.-j i CAPACIlYCLAIMEDBY i ! SIGNER: i , ' I a Individual(l) i a Corporate I Off=r(I) a Partoer(l) Cl Attorney-in-Fact a TJUI.ee(I) D Subscribing Witness o Guardian/CoOSCMllOr o Other SIGNER REPRESENTING: NAME! OP PE!RSON(S) OR I!NITIY(II!S) . , I I S I I i ,_ I ...-----------.......--.--..--...: EXHIBIT "A" PARCEL "A" (EXHIBIT 'BO) LOT 25, OF BLOCK 72. OF THE ARCADIA SANTA ANITA TRACT. IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 25, PARCEL "B" (EXHIBIT 'B") LOT 24, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 24. PARCEL 'C' (EXHIBIT "B') LOT 23, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 23, PARCEL '0' (EXHIBIT 06') A PORTION OF LOT 22, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 22 WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 15 FEET SOUTHERLY FROM THE NORTHERLY LINE OF.SAID LOT; THENCE EASTERLY ALONG SAID PARALLEL LINE, NORTH 90. 00' 00' EAST 45,05 FEET; THENCE SOUTH 80. 00' 08' EAST 5,04 FEET TO THE EASTERLY LINE OF SAID LOT 22, SAID POINT BEING 15,88 FEET SOUTHERLY FROM THE NORTHEAST CORNER OF SAID LOT. J:\2200.092\EX-A Attachment 1 PARCEL 'E' (EXHIBIT 'B') A PORTION OF LOT 21, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CAUFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED UNE: BEGINNING AT A POINT ON THE WESTERLY UNE OF SAID LOT 21 WHICH IS 15,88 FEET SOUTHERLY FROM THE NORTHWEST CORNER OF SAID LOT; THENCE SOUTH 80.00' 08' EAST 23,76 FEET TO A UNE WHICH IS PARALLEL WITH AND DISTANT 20,00 FEET SOUTHERLY FROM THE NORTHERLY UNE OF SAID LOT 21; THENCE EASTERLY ALONG SAID PARALLEL UNE NORTH 90.00' 00' EAST 121,63 FEET TO THE EASTERLY LINE OF SAID LOT 21, PARCEL 'f' (EXHIBIT "B') LOT 20, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CAUFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 'G" (EXHIBIT 'B') LOT 19, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CAUFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL "H' (EXHIBIT "B') A PORTION OF SECOND AY:ENUE (60 FEET WIDE), AS SHOWN ON THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CAUFORN.lA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY INCLUDED WITHIN THE FOllOWING DESCRIBED UNE: BEGINNING AT THE NORTHEAST CORNER OF LOT 21, OF BLOCK 72, OF SAID ARCADIA SANTA ANITA TRACT, SAID POINT BEING ON THE WESTERLY UNE OF SAID SECOND AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID WESTERLY UNE 20,00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG THE EASTERLY PROLONGATION OF A UNE WHICH IS PARALLEL WITH AND DISTANT 20 FEET SOUTHERLY FROM THE NORTHERLY UNE OF SAID LOT 21, NORTH 90. DO' 00' EAST 30,00 FEET TO THE CENTERUNE OF SAID SECOND AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID CENTERUNE SOUTH 00.01' 00' WEST 135,57 FEET TO A POINT ON A NONTANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 31,00 FEET AND FROM WHICH A RADIAL LINE BEARS SOUTH 240 18' 30' EAST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20 10' 45' AN ARC DISTANCE OF 1.18 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 29,00 FEET AND FROM WHICH A RADIAL LINE BEARS NORTH 260 29' 15" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26029' 30' AN ARC DISTANCE OF 13.41 FEET TO A TANGENT UNE; THENCE WESTERLY ALONG SAID TANGENT LINE NORTH , ' J:\2200.092\EX-A 890 59' 45" WEST 16,00 FEET TO A POINT ON THE WESTERLY LINE OF SAID SECOND AVENUE, SAID POINT ALSO BEING ON THE EASTERLY LINE OF LOT 19 OF SAID ARCADIA SANTA ANITA TRACT. LYING 1.00 FEET NORTHERLY FROM THE SOUTHEAST CORNER OF SAID LOT 19; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID SECOND AVENUE NORTH 00001' 00" EAST 139.12 FEET TO THE TRUE POINT OF BEGINNING, J:\2200,092\EX,A Attachment 5 CERTIFICATE OF COMPLETION We, , Chairman and ---------------------------~ , Secretary of the Arcad~a Redevelopment Agency (the "Agency") hereby certify as follows: By its resolution No. , adopted and approved , 19 _, the Agency has resolved as follows: section 1. The improvements required to be constructed in accordance with that certain "Disposition and Development Agreement" (the "Agreement") dated as of by and between the Agency and Arcadia Steakhouse, L.P., dba Outback Steakhouse, a limited partnership (the "Developer") on that certain real property (the "Site") more-fully described in Exhibit "A" attached hereto and incorporated herein by this reference, have been completed in accordance with the provisions of the Agreement. section 2. This certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obliga- tions of the Developer, and its successors and assigns, to con- struct and develop the improvements on the Site, and including all buildings and all parking, landscaping and related onsite and offsite improvements necessary to support or which meet the requirements applicable to the building and its use and occupancy on the Site, all as described in the Agreement, and to otherwise comply with the Developer's obligations under the Agreement with respect to the site and the dates for the beginning and completion of the construction of improvements thereon under the Agreement; provided, however, that the Agency may enforce any covenant surviving this certificate of Completion in accordance with the terms and conditions of the Agreement and the grant deed pursuant to which the Site was conveyed under the Agreement. Said Agreement is an official record of the Agency and a copy of said Agreement may be inspected in the office of the Secretary of the Redevelopment Agency of the City of Arcadia located at 240 West Huntington Drive, Arcadia, CA during regular business hours. Att. 5-1 section 3. Completion pertains hereto. The site to which this. certificate of is more fully described in Exhibit "A" attached DATED AND ISSUED this day of , 19_ Chairman of the Arcadia Redevelopment Agency [SEAL] ATTEST: Secretary of the Arcadia Redevelopment Agency Att. 5-2 STAlE OF CAUPORNIA COUNIY OF } } } On . 1995, before me, the undersigned notary public, penoaally appeared i a pcl50DaUy known to me OR 0 proved to me on the basis of iatWlClOry evidence to be tbe persons whC*: names are lubscribed to the witbin instnlmcnt and aclcnowlcdged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the penon&, or the entity upon behalf of which the persons acted, executed the iN:trumcnt. WITNESS my hand and official seal. Signature of Notary Att. 5-3 I j ; ; ; L EXHIBIT "A" PARCEL "A' (EXHIBIT "B') LOT 25, OF BLOCK 72, OFTHE ARCADIA SANTA ANITA TRACT. IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHEf'lLY 15 FEET OF SAID LOT 25. PARCEL "B" (EXHIBIT "B') LOT 24, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 24. PARCEL 'C' (EXHIBIT "B") LOT 23, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGelES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 23, PARCEL "D' (EXHIBIT "B") A PORTION OF LOT 22, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCElLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 22 WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 15 FEET SOUTHERLY FROM THE NORTHERLY LINE OF.SAID LOT; THENCE EASTERLY ALONG SAID PARALLEL LINE, NORTH 900 00' 00' EAST 45,05 FEET; THENCE SOUTH 800 00' 08" EAST 5,04 FEET TO THE EASTERLY LINE OF SAID LOT 22, SAID POINT BEING 15,88 FEET SOUTHERLY FROM THE NORTHEAST CORNER OF SAID LOT. J:\2200.092\EX.A Attachment 1 PARCEL 'E' (EXHIBIT "B") A PORTION OF LOT 21, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 21 WHICH IS 15,88 FEET SOUTHERLY FROM THE NORTHWEST CORNER OF SAID LOT; THENCE SOUTH 80000' 08' EAST 23.76 FEET TO A LINE WHICH IS PARALLEL WITH AND DISTANT 20,00 FEET SOUTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21; THENCE EASTERLY ALONG SAID PARALLEL LINE NORTH 90000' DO" EAST 121,63 FEET TO THE EASTERLY LINE OF SAID LOT 21, PARCEL 'F' (EXHIBIT 'B') LOT 20, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 'G" (EXHIBIT 'B') LOT 19, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 'H" (EXHIBIT "B') A PORTION OF SECOND A~ENUE (60 FEET WIDE), AS SHOWN ON THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY INCLUDED WITHIN THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE NORTHEAST CORNER OF LOT 21, OF BLOCK 72, OF SAID ARCADIA SANTA ANITA TRACT, SAID POINT BEING ON THE WESTERLY LINE OF SAID SECOND AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID WESTERLY LINE 20,00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG THE EASTERLY PROLONGATION OF A LINE WHICH IS PARALLEL WITH AND DISTANT 20 FEET SOUTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21, NORTH 90' 00' 00' EAST 30,00 FEET TO THE CENTERLINE OF SAID SECOND, AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 00001' 00' WEST 135,57 FEET TO A POINT ON A NONTANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 31,00 FEET AND FROM WHICH A RADIAL LINE BEARS SOUTH 24' 18' 30' EAST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2' 10' 45' AN ARC DISTANCE OF 1,18 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 29.00 FEET AND FROM WHICH A RADIAL LINE BEARS NORTH 26' 29' 15' WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26029' 30" AN ARC DISTANCE OF 13,41 FEET TO A TANGENT LINE; THENCE WESTERLY ALONG SAID TANGENT LINE NORH! J:\2200.092\EX.A 89. 59' 45' WEST 16,00 FEET TO A POINT ON THE WESTERLY LINE OF SAID SECOND AVENUE, SAID POINT ALSO BEING ON THE EASTERLY LINE OF LOT 19 OF SAID ARCADIA SANTA ANITA TRACT, LYING 1.00 FEET NORTHERLY FROM THE SOUTHEAST CORNER OF SAID LOT 19; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID SECOND AVENUE NORTH 00.01' 00' EAST , 139.12 FEET TO THE TRUE POINT OF BEGINNING, J:\22011.092\EX-A Attachment 6 GROUND LEASE by and between ARCADIA REDEVELOPMENT AGENCY, a publio body, corporate and politio and ARCADIA STEAKHOUSE, L.P., a California limited partnership, dba OUTBACK STEAKHOUSE Dated: , 1995 Att. 6-1 GROUND LEASB Preamble and Recitals This Lease is entered into on 1995, by and between the ARCADIA REDEVELOPMENT AGENCY, a public body, corporate and politic, referred to in this Lease as "Landlord," and ARCADIA STEAKHOUSE, L. P., "a California limited partnership, dba Outback steakhouse, referred to in this Lease as "Tenant". A. Landlord is the owner of certain real property in the County of Los Angeles, state of California, described on Exhibit "A" which is attached and made a part of this Lease (referred to in this Lease as "the site"). B. Tenant desires to lease the site for the purpose of constructing a steakhouse restaurant ("the Project"), appurtenant parking areas and other related improvements (collectively referred to in this Lease as "the Improvements") in accordance with the agreement of the parties as set forth in this Lease and the Agreement (defi.ned hereinafter). C. Landlord and Tenant have contemporaneously with this Lease entered into that certain document entitled "Disposition and Development Agreement" of even date herewith ("Agreement"). The Agreement is incorporated by this reference in its entirety as though fully set forth hereat. The Tenant's possession of the site and its rights, obligations and duties with respect thereto shall be as set forth in this Lease and the Agreement. All initially capitalized'terms used herein which are not defined in this Lease shall have the meaning ascribed to them in the Agreement. ARTICLB 1. LEASB OJ' SITB AND TERM OJ' LEASB Agreement to Lease Section 1.1. For and in consideration of the rents to be paid and covenants to be performed by Tenant under this Lease and the Agreement, Landlord hereby agrees to lease the site to Tenant, and Tenant agrees to lease the site from Landlord, on the terms and conditions set forth in this Lease and the Agreement. Except as expressly otherwise provided in this Lease, the "site" includes the real property plus any appurtenances and easements described in Exhibit "A" of this Lease, exclusive of any Improvements now or hereafter located on the Site, notwithstanding that any such Improvements mayor shall be construed as affixed to and as constituting part of the described Site, and without regard to whether ownership of the Improvements is in the Landlord or in the Tenant. Tenant and Landlord specifically acknowledge and agree that the Tenant's use and enjoyment of the Site and its duties, rights Att. 6-2 and obligation6 with respect thereto, are set forth in this Lease and the 'Agreement. In the event of any conflict or inconsistency between this Lease and the Agreement, the document imposing the greater obligation upon Tenant or imposing the stricter requirement shall control. status of Title section 1.2. Title to the leasehold estate created by this Lease is subject to all exceptions, easements, rights, rights-of- way, and other matters of record set forth on the Preliminary Title Report issued by First American Title Company of Los Angeles, dated [date], a copy of which is attached as Exhibit liB. II [Use Exhibit 7 from DDAJ Effeotive Date and Term of Lease section 1.3. This Lease shall become effective commencing on the date ("Effective Date") which is the earlier of: (a) Thirty (30) days following approval of this Lease and the Agreement by Landlord; or (b) ,The date when both of the following are true; (i) Tenant has provided evidence of satisfaction financing commitment for the' Project in accordance with the provisions of section 2.17 of the Agreement; and (ii) Tenant has obtained the first building permit for the Project. The term of this Lease shall be for a period of five years from and after the date on which the project first opens for business; provided, however, that unless extended as provided in section 2.06 of the Agreement and subject to the payment of rental as provided therein, this term of this Lease may not, under any circumstances other than those described in section 2.06 of the Agreement, extend for a period greater than five (5) years and four months from the Effective Date. ARTJ:CLB 2. RB!IT Rent section 2.1. Tenant shall pay to Landlord the cash sum of Three Thousand Seven Hundred and Fifty Dollars ($3,750) per month" as rental for the site for the term of this Lease. The first rental payment shall be due on the earlier to occur of the following: (i) November 21, 1995; or Att. 6-3 (ii) Five (5) days after the restaurant to be constructed 'by Tenant upon the site first opens for business. Further rental payments shall be due and payable on the same day of each month following the first rental payment for the full term of this Lease. In addition to the rent provided by this section 2.1, if the term of the Lease is extended is provided in section 2.06 of the Agreement, then rental shall be paid as provided in section 2.06 of the Agreement throughout the extended term of the Lease. All rent required under this Lease or the Agreement shall be paid to Landlord at 240 West Huntington Drive, Arcadia, California 91006, or at any other place or places that Landlord may designate by written notice to Tenant. Provided that the Tenant has fulfilled all of its obligations under this Lease and the Agreement and is not in default of either this Lease or the Agreement, Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($3,333.33) of each rental payment shall be credited towards the Tenant's mandatory purchase of the site at the end of this Lease term, as more specifically provided in Article II of the Agreement. If this Lease or the Agreement is terminated prior to the expiration of the term of this Lease due to an uncured material default of Tenant under either this Lease or the Agreement, then Landlord may keep all rental payments received and Tenant shall have no right of credit, off-set reimbursement or deduction. The foregoing shall not in any way limit any other remedies or damages available to Landlord under this Lease, the Agreement, at law, or in equity. security Deposit [ReServed.] No partnership or Joint Venture Section 2.2. Nothing in this Lease shall be construed to render the Landlord in any way or for any purpose a partner, joint venturer, or associate in any relationship with Tenant other than that ,of Landlord and Tenant, nor shall this Lease be construed to authorize either to act as agent for the other. " ARTZCLB 3. USB O~ SZTB Permitted Use . section 3.1. Tenant shall use the Site solely for the purposes set forth in the Agreement including, without limitation, Att. 6-4 the Scope of- Development. Tenant may change the use of the site only with the provisions of the Agreement. Compliance with Laws Section 3.2. Tenant shall, at Tenant's own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, including those requiring capital improvements to the site or Improvements, relating to Tenant's use and occupancy of the site ~hether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted. If any license, permit, or other governmental authorization is required for the lawful use or occupancy of the site or any portion of the Site, the Tenant shall procure and maintain it throughout the term of this Lease. The judgment of any court of competent jurisdiction, or the admission by Tenant in a proceeding brought against Tenant by any government entity, that Tenant has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for teFmination of this Lease by Landlord. Prohibited Uses Section 3.3. Tenant shall not use or permit the Site or any portion of the site to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law, ordinance, or regulation of any federal, state; county, or local governmental agency, body, or entity. Furthermore, Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the site or any part of the Site. ARTICLE 4. TAXES AND UTILITIES Tenant to pay Taxes Section 4~1. Tenant shall pay during the term of this Lease, without abatement, deduction, or offset, any and all real and personal property taxes, possessory interest taxes, general and special assessments, surcharges, subventions, penalties and interest, and all other fees or charges (including any increase caused by a change in the tax rate or by a change in assessed valuation) of any description levied or assessed during the term of this Lease by any governmental agency or entity on or against the Site, the Improvements located on the Site, personal property located on or in the site or Improvements, the Agreement, and the leasehold estate created by this Lease. ' Att. 6-5 " , separate Assessment of Leased site section 4. 2 . Should the site be assessed and taxed with or as part of other property owned by Landlord prior to commencement of the term of this Lease, Landlord shall arrange with the taxing ,authorities to thereafter have the site taxed and assessed as a separate parcel distinct from any other real or personal property owned by Landlord. Should the site be assessed and taxed for the year in which this Lease is to commence with or as part of other property owned by Landlord, the share of the taxes, assessments, or other charges for which Tenant is liable to pay pursuant to section 4.1 shall be determined as follows: Tenant shall pay an amount equal to that portion of the taxes, assessments, and other charges that bears the same ratio to the total of the taxes, assessments, and other charges as the ground area of the Site bears to the ground area of the total taxed property. Payment Before Delinquency section 4.3. Any and all taxes and assessments and installments of taxes and assessments required to be paid by Tenant under this Lease shall be paid by Tenant at least ten (10) days before each such tax, assessment, or installment of tax or assessment becomes delinquent. On the written request of Landlord, Tenant shall deliver to Landlord the official and original receipt evidencing the payment of any taxes, assessments, and other charges required under this Article. Taxes payable in Installments section 4.4. Should any tax or assessment be levied on or assessed against the site that may be either paid in full prior to a delinquency date within the term of this Lease or paid in installments over a period either within or extending beyond this Lease, Tenant shall have the option of paying the tax or assessment in installments. The fact that the exercise of the option to pay the tax or assessment in installments will cause the site to be encumbered with bonds or will cause interest to accrue on the tax or assessment is immaterial and shall not interfere with the free exercise of the option by Tenant. Should Tenant exercise the option to pay any such tax or assessment in installments, Tenant shall nonetheless be liable to pay all taxes, assessments, penalties and interest thereon, levied or assessed during the term of this Lease as provided in section 4.1 hereof. Contest of Tax Section 4.5. Tenant shall have the right to contest, oppose, or object to the amount or validity of any tax, assessment, or other charge levied on or assessed against the site or any part of the Site; provided, however, that the contest, opposition, or objection must be filed before the tax, assessment, or other charge at which it is directed becomes delinquent and that written notice of the contest, opposition, or objection must be given to Landlord at least ten (10) days before the date the tax, assessment, or Att. 6-6 other charge, becomes delinquent. Tenant shall be responsible for and shall pay all costs and expenses in any contest or legal proceeding instituted by Tenant. In no event shall Landlord be subjected to any liability for costs or expenses connected to any contest by Tenant, and Tenant agrees to indemnify and hold Landlord harmless from any such costs and expenses. Furthermore, no such contest, opposition, or objection shall be continued or maintained after the date the tax, assessment, or other charge at which it is directed becomes delinquent unless Tenant has either: (i) Paid the tax, assessment, or other charge under protest prior to its becoming delinquent; or (ii) Obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment, or other charge by posting- a bond or other security required by law for such a stay; or (iii) Delivered to Landlord a good and sufficient surety bond in an amount specified by Landlord and issued by a bonding corporation licensed to do business in -,California, conditioned on the payment by Tenant of ithe tax, assessment, or charge together with any fines, interest, penalties, costs, and expenses that may have accrued or been imposed thereon within 30 days' after final determination of Tenant's contest, opposition, or objection to the 'tax, assessment, or other charge. Nothing in this Section 4.5 shall modify, amend or abridge tenant's obligations under section 3.07 of the Agreement. Tax Returns and statements section 4.6. Tenant shall, as between Landlord and Tenant, have the duty of attending to, preparing, making, and filing any statement, return, report, or other instrument required or permitted by law in connection with the determination, equalization, reduction, or payment of any taxes, assessments, or other charges that are or may be levied on or assessed against the site, the Improvements located on the site, personal property located on or in the site or Improvements, and the leasehold estate created by this Lease. Tax Hold-Harmless Clause section 4.7. Tenant shall indemnify and hold Landlord and the property of Landlord, including the site and any Improvements now or hereafter located on the premises, free and harmless from any liability, loss, or damage resulting from any taxes, assessments, or other charqes required by this Article to be paid by Tenant and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to enforce collection of any such taxes, assessments, or other charges. The obligations of this Att. 6-7 Section 4.7 shall survive the expiration or earlier termination of this Lease. utilities section 4.8. Tenant shall payor cause to be paid, and hold Landlord and the property of Landlord including the Site free and harmless from, all charges for the' furnishing of gas, water, electricity, telephone service, and other public utilities to the site during the term of this Lease and for the removal of garbage and rubbish from the site during the term of this Lease. The obligations of this section 4.8 shall survive the expiration or earlier termination of this Lease. payment by Landlord Section 4.10. Should Tenant fail to pay within the time specified in this Article any taxes, assessments, or other charges required by this Article to be paid by Tenant, Landlord may, without notice to or demand on Tenant, pay, discharge, or adjust that tax, assessment, or other charge for the benefit of Tenant. In that event, Tenant shall within ten (10) days following on written demand of Landlord, reimburse Landlord for the full amount paid by Landlord in paying, discharging, or adjusting that tax, assessment, or other charge together with interest thereon at the "then-maximum legal rate from the date of payment by Landlord until the date of repayment by Tenant. If this Article does not specify the time within which Tenant must pay any charge required by this Article, Tenant shall pay that charge before it becomes delinquent. ARTICLE 5. CONSTRUCTION BY TENANT Duty to Construct section 5. 1. Tenant shall, at Tenant's sole cost and expense, construct or cause to be constructed on the site the "project" as defined in this Lease and more particularly in the"Agreement, in accordance with all the terms, conditions and provisions of the Agreement. Requirement of Landlord's written Approval section 5.2. No structure or other improvement of any kind shall be constructed on the site unless and until the plans, specifications, and proposed location of that structure or improvement have been approved in writing by Landlord as provided in the Agreement. Furthermore, no structure or other improvement shall be constructed on the site that does not comply with plans, specifications, and locations approved in writing by Landlord as provided in the Agreement. Preparation and Submission of Plans Att. 6-8 section, 5.3. Tenant shall, at Tenant,' s own cost and expense, provide such plans and specifications.relative to the development of the site and the Project in accordance with the provisions of section 3.1 of the Agreement. Landlord's Approval or Rejeotion of Plans section 5.4. The Landlord's rights to approve or reject the plans and specifications for the Project shall be as set forth in section 3.01 of the Agreement. changes in Plans Section 5.5. Landlord shall be Agreement. Any changes 'in plans after their approval by the subject to the provisions of section 3.01 of the All Work on written Contraot section 5.6. All work required in the construction of the Project, including any site preparation work, landscaping work, and utility installation work, as well as actual construction work on the Project, shall be performed only by competent contractors licensed under the laws of the state of California and shall be performed pursuant to written contracts with those contractors. Each such contract shall provide' that the final payment under the contract due to the contractor shall be in an amount equaling at least ten (lOt) percent of the full amount payable under the contract and shall not be paid to contractor until whichever of the following last occurs: (i) The expiration of 35 days from the date of recording by Tenant of a Notice of Completion for the Project pursuant to California Civil Code section 3093, Tenant agreeing to record that Notice of Completion promptly within the time specified by law for the recording of that notice; or (ii) The settlement and discharge of all liens of record claimed by persons who supplied either labor or materials for the construction of the Project. Performanoe and Lien Bonds '~I section 5.7. Each contractor engaged by Tenant to perform any services for construction of the Project, including any construction, site preparation, utility installation, landscaping, or parking lot construction services, shall furnish to Tenant, who shall deliver copies to Landlord, at the contractor's own expense at the time of entering a contract with Tenant for those services: (i) A bond issued by a corporate surety authorized to issue surety insurance in California in an amount equal to one hundred (lOOt) percent of the contract Att. 6-9 -' price payable under faithful performance contract with Tenant; the by and contract securing the contractor of the its (ii) A bond issued by a corporate surety authorized to issue surety insurance in California in an amount equal to fifty (50%) percent of the contract price payable under the contract securing the payment of all claims for the performance of labor or services on, or the furnishing' of materials for, the performance of the contract. Compliance with Law and Standards section 5.8. The Project shall be constructed, all work on the site shall be performed, and all buildings or other improvements on the ~ite shall be erected in accordance with all valid laws, ordinances, regulations, and orders of all federal, state, county, or local governmental agencies or entities having jurisdiction over the Site; provided, however, that any structure or other improvement erected on the Site, including the project, shall be deemed to have been constructed in full compliance with all such valid laws, ordinances, regulations, and orders when a valid final certificate of Occupancy entitling Tenant and subtenants of Tenant to occupy and use the structure or other improvement has been duly issued by proper governmental agencies or entities. All work performed on the site pursuant to this Lease, or authorized by this Lease, shall be done in a good workmanlike manner and only with new materials of good quality and high standard. Time for Completion section 5.9. Tenant shall cause construction of the Project to be completed and a Certificate of Completion issued therefor within the ti;ne provide therefor. in the Agreement including, without limitation, the Schedule of Performance attached thereto, subject to all extensions of time as may be provided for in the Agreement. without limiting any other provision of this Lease or the Agreement, Tenant acknowledges that the failure of the Tenant to meet its obligations under this section 5.9 shall constitute a default under this Lease and the Agreement, and shall entitle the Landlord to exercise all remedies available to it under this Lease, the, Agreement, in equity or at law, including the right of termination of this Lease and/or the Agreement. Mechanics' Liens section 5.10. At all times during the term of this Lease, Tenant shall keep the site and all Improvements now or hereafter located on the site free and clear of all liens and claims of liens for labor, services, materials, supplies, or equipment performed on or furnished to the site. Should Tenant fail to pay and discharge or cause the site to be released from any such lien or claim of Att. 6-10 lien within ,twenty (20) days after service on Tenant of written request from Landlord to do so, Landlord may pay, adjust, compromise, and discharge any such lien or claim of lien on any terms and in any manner that Landlord may deem appropriate. In that event, Tenant shall, on or before the first day of the next calendar month following any such payment by Landlord, reimburse Landlord for the full amount paid by Landlord in paying, adjusting, compromising, and discharging that lien or claim of lien, including any attorneys' 'fees or other costs expended by Landlord, together with interest at the then-maximum legal rate form the date of payment by Landlord to the date of repayment by Tenant. zoninq and Use Permits section 5.11. Should Tenant deem it necessary or appropriate to obtain any use permit, variance, or rezoning of the site in order to construct or operate the Project, any such permits, variances, rezoning, or related environmental reviews and approvals, shall be obtained at the sole cost and expense of Tenant and Tenant agrees to protect and save Landlord and the property of Landlord, including the Site, free and harmless from any such cost and expense. OWnership of Improvements section 5.12. Ti tIe to all Improvements, including the Project, to be ,constructed on the site by Tenant shall be owned by Tenant until expiration of the term or earlier termination of this Lease. All Improvements, including the Project, on the site at the expiration of the term or earlier termination of this Lease shall, without compensation to Tenant, then automatically and without any act of Tenant or any third party become Landlord's property. Tenant shall surrender the Improvements to Landlord at the expiration of the term or earlier termination of this Lease, free and clear of all liens and encumbrances, other than those, if any, permitted under this Lease or otherwise created or consented to by Landlord. Tenant agrees to execute, acknowledge, and deliver to Landlord any instrument requested by Landlord as necessary in Landlord's opinion to perfect Landlord's right, title, and interest to the Improvements and the site. Tenant hereby acknowledges and agrees that the provisions of this section 5.12 are material consideration to the Landlord in addition to the provision of rent and the performance of Tenant's obligations hereunder. Tenant acknowledges and agrees th~t, but for the provisions of this Section 5.12, Landlord would not have entered into this Lease and Tenant hereby agrees that it shall not, in any legal action or proceeding, contest the validity or enforceability of this section 5.12 on the grounds that this section constitutes- an unlawful forfeiture, is unconscionable, that Tenant is" entitled to credit, offset or reimbursement for the value of the Improvements, or upon any other ground whatsoever. Att. 6-11 ARTICLB 6. ENCUMBRANCE OF SITE OR LEASEHOLD ESTATE Tenant's Right to Encumber section 6.1. Tenant may encumber the site or this Lease only in accordance with section 3.04 of the Agreement. ARTICLE 7. REPAIRS AND RESTORATION Maintenance by Tenant section 7.1. At all times during the term of this Lease, Tenant shall, at Tenant's own cost and expense, keep and maintain the Site, all Improvements, and all appurtenances (including' landscaped and parking areas) now or hereafter on the site in a first-class condition, in good order and repair, and in a safe condition. Requirements of Governmental Agenoies Section 7.2. At all times during the term of this Lease, Tenant, at Tenant's own cost and expense, shall: (i) Make all alterations, additions, or repairs to the site or the Improvements on the site required by any valid law, ordinance, statute, order, or regulation now or hereafter made or issued by an federal, state, county, local, or other governmental agency or entity; (ii) Observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the site or the Improvements on the site by any federal, state, county, local, or other governmental agency or entity; (iii) Contest if Tenant, in Tenant's sole discretion, desires by appropriate legal proceedings brought in good faith and diligently prosecuted in the name of Tenant, or in the names of Tenant and Landlord when appropriate or required, the validity or applica- bility to the Site of any law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; provided, however, that any such contest or proceeding, though maintained in the names of Tenant and Landlord, shall be without cost to Landlord, and Tenant shall protect the site and Landlord from Tenant's failure to observe or comply during the contest with the contested law, ordinance, statute, order, or regulation; provided that the foregoing Att. 6-12 prov1s10n shall not Tenant's obligations Agreement; modify, amend or under Section 3.07 abridge of the (i V) Indemnify and hold Landlord and the property of Landlord, including the Site, free and harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from Tenant's failure to comply with and perform the requirements of this section. Tenant's Duty to Restore site Section 7.3. If any time during the term of this Lease, any Improvements now or hereafter on the Site are destroyed in whole or in part by fire, theft, the elements, or any other cause not the fault of Landlord, this Lease shall continue in full force and effect and Tenant, at Tenant's own cost and expense, shall repair and restore the damaged Improvements. Any restoration by Tenant shall comply with original plans for the Improvements described in Article 5, or except as may be otherwise modified by Tenant and approved in writing by Landlord. The work of repair and restoration shall be commenced by Tenant within sixty (60) days after the damage or destruction occurs and shall be completed with due diligence not later than six' (6) months after the work is commenced. In all other respects, the work of repair and restoration shall be done in accordance with the requirements for original construction work on the Site set forth in Article 5 of this Lease. TEmant's obligation for restoration described in this section shall exist whether or not funds are available from insurance p~oceeds. Application of Insurance Proceeds Section 7.4. Any and all fire or other insurance proceeds that become payable at any time during the term of this Lease because of damage to or destruction of any Improvements on the site shall be paid to Tenant and applied by Tenant toward the cost of repairing and restoring the damaged or destroyed Improvements in ,the manner required by section 7.3 of this Lease. ARTICLE 8. IHDEMHITY AND INSURAHCE Indemnity Agreement section 8. 1. Tenant shall indemnify and hold Landlord and the property of Lahdlord, including the site and Improvements now or hereafter on the site, free and harmless from any and all liability, claims, loss, damages, or expenses resulting from Tenant's occupation and use of the Site, specifically including, without limitation, any liability, claim, loss, damage, or expense arising by reason of: Att. 6-13 (i) The death or injury of any person, including Tenant cor any person who is an employee, agent, invitee or 'customer of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or by any person who is an employee, agent, invi tee or customer of Tenant, from any cause whatever while that person or property is in or on the site or in any way connected with the site or with any of the Improvements or personal property on the Site; (ii) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or any person who is an employee or agent of Tenant, caused or allegedly caused by either (1) the condition of the site or some building or improvement on the Site, or (2) some act or omission on the site of Tenant or any person in, on, or about the site with or without the permission or consent of Tenant. (i!i) Any work performed on the site or furnished to the site at the instance or Tenant or any person or entity acting behalf of Tenant; or materials request of for or on (iv) Tenant's failure to perform any provision of this Lease or to comply with any requirement of law or any requirement imposed on Tenant or the site by any duly authorized governmental agency or political subdivision. The obligations of this section 8.1 shall survive the expiration or earlier termination of this Lease. Liability Insurance section 8:2. Tenant shall maintain those insurance policies upon the site as required by section 3.01(i) of the Agreement. ll.RTICLB g. ASSIGNMENT AND SUBLEASING No Assignment without Landlord's Consent section 9. 1. Tenant, may not assign its interest in this Lease or the Agreement except in accordance with the provisions of the Agreement. For purposes of this Section 9.1, this Lease shall be treated as if it were the "Agreement" for purposes of determining whether this Lease may be assigned under the Agreement. Att. 6-14 ARTICLB 10. DEPAULT AND RBKEDIBS Continuation of Lease in Bffect section 10.1. Should Tenant breach this Lease and abandon the site prior to the natural expiration of the term of this Lease, Landlord may continue this, Lease in effect by not terminating Tenant's right to possession of the Site, in which event Landlord shall be entitled to enforce all Landlord's rights and remedies under this Lease, including the right to recover the rent specified in this Lease as it becomes due under this Lease. Termination and Unlawful Detainer section 10.2. In the event of a Tenant default under this Lease, Landlord may terminate this Lease by written notice to Tenant and: (i) Bring an action to recover from Tenant: (1) The worth at the time of award of the unpaid rent that had been earned at the time of termination of the lease; (2) The worth at the time of award of the amount by which the. unpaid rent that would have been earned after termination of the lease until the time of award exceeds the ~mount of rental loss that Tenant proves could have been reasonably avoided; (3) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss that Tenant proves could be reasonably avoided; and (4) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease; and (ii) Bring an action, in addition to or in lieu of the action described in subsection (i) of this Section, to reenter and regain possession of the site in the manner provided by the laws of unlawful detainer of the State of California then in effect. Breach and Default ~y Tenant Sec~ion 10.3. All covenants and agreements contained in this Lease and the Agreement are declared to be conditions to this Lease and to the te~ hereby leased to Tenant. Should Tenant fail to perform any covenant, condition, or agreement contained in this Att. 6-15 Lease or the,Agreement and the default not ,be cured as provided in Section 5.04 of the Agreement, then Tenant shall be in default under this Lease and the Agreement. In addition to Tenant's failure to perform any covenant, condition, or agreement contained in this Lease or the Agreement within the cure perIod permitted by this section, ~he following shall constitute a default by Tenant under this Lease and the Agreement: (i) The appointment of a receiver to take possession of the site or Improvements, or of Tenant's interest in, to, and under this Lease, the leasehold estate or of Tenant's operations on the site for any reason, including, without limitation, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings, when not released within sixty (60) days; (ii) An assignment by Tenant for the benefit of credi- tors; or the voluntary filing by Tenant or the involuntary filing against Tenant of a petition, other court action, or suit under any law for the purpose of (1) adjudicating Tenant a bankrupt, (2) extending time for payment, (3) satisfaction of ,Tenant's liabilities, or (4) reorganization, dis- 'SOlution, or arrangement on account of, or to prevent, bankruptcy or insolvency; provided, 'however, that in the case of an involuntary pro- ceeding, if all consequent orders, adjudications, custodies, and supervisions are dismissed, vacated, or otherwise permanently stayed or terminated within ninety (90) days after the filing or other ,initial event, then Tenant shall not be in default under this section. (iii) The subjection of any right or interest of Tenant to or under this Lease to attachment, execution, or other levy, or to seizure under legal process when the claim against Tenant is not released within ninety (90) days. CUmUlative Remedies section 10.4. The remedies given to Landlord in this Article shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this Lease and the Agreement. waiver of Breach section 10.5. The waiver by Landlord of any breach by Tenant of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant of either the same or a different provision of this Lease. Att. 6-16 ':' Surrender of site section 10.6. On expiration or earlier termination of this Lease, Tenant shall surrender the Site and all Improvements in or on the site to Landlord in as good, safe, and clean condition as practicable, reasonable wear and tear excepted. , ARTICLE 11. MISCELLANEOUS I'orce Majeure Section 11.1. The performances of the parties under this Agreement are sUbject to the provisions of the Agreement pertaining to enforced delays and extensions of time for performance. Attorneys' I'ees Section 11.2. Should any litigation be commenced between the parties to this Lease concerning the Site, this Lease, or the rights and duties of either in relation thereto, the party prevailing in that litigation shall be entitled, in addition to any other relief that may be granted in the litigation, to a reasonable sum as and for that party's attorneys' fees in that litigation that shall be determined by the court in that litigation or in a separate action brought for that, purpose. Hotices to the Parties Section 11.3. Notices to the parties under this Lease shall be given as provided in Sections 1.05 and 6.01 of the Agreement. Governinq Law and Venue Section 11.4. This Lease, and all matters relating to this Lease, shall be governed by the laws of the State cf California in force at the time any need for interpretation of this Lease or any decision or holding concerning this Lease arises. Such legal actions must be instituted in the Superior Court, of the County of Los Angeles or in any other appropriate court in that County. Bindinq on Heirs and Successors . Section 11.5. This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, but nothing in this section shall be construed as a consent by Landlord to any assignment of this Lease or any interest in the lease by Tenant. Partial Invalidity Section 11.6. If any provision of this Lease is held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease ,shall remain in full force and effect unimpaired by the holding. Att. 6-17 Integration section 11.7. This instrument and the Agreement constitute the sole and only agreements between Landlord and Tenant respecting the Site, the leasing of the site to Tenant, the construction of the Project on the Site, and the lease terms set forth in this Lease, and correctly set forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the Site, their leasing to Tenant by Landlord, or any other matter discussed in this Lease or the Agreement not expressly set forth in this instrument or the Agreement are null and void. Time of Essence section 11.8. Time is expressly declared to be of the essence of this Lease. Memorandum of Lease for Recordinq section 11.9. Landlord and Tenant shall execute a Memorandum of Lease in a form substantially equivalent to that set forth as Exhibit "C" to this Lease. Environmental Proqrams section 11.10. Tenant shall cooperate and comply with all Landlord and City of Arcadia environmental mitigation programs, such as the City'S recycling programs, ridesharing programs, mass transmit programs, air pollution controls, and the like. [SIGNATURES ON FOLLOWING PAGE] Att. 6-18 EXECUTED on 1995, at , California. Arcadia Redevelopment Agency LANDLORD ATTEST: Agency.Secretary Approved as to form: Dated: Best, Best & Krieger Agency Special Counsel Dated: Michael Miller Agency Attorney TENANT By: Arcadia Steakhouse, L.P., a California limited partnership Date: .. i By: T-Bird Restaurant Groups, Inc. , a corporation Its: General Partner By: Its: ATTEST: Secretary Att. 6-19 EXHIBIT "A" PARCEL "A" (EXHIBIT "B") LOT 25, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 25, PARCEL "B' (EXHIBIT "B") LOT 24, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ' EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 24. PARCEL 'C' (EXHIBIT "S") LOT 23, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 23, PARCEL "D" (EXHIBIT "B") A PORTION OF LOT 22, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 22 WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 15 FEET SOUTHERLY FROM THE NORTHERLY LINE OF,SAID LOT; THENCE EASTERLY ALONG SAID PARALLEL LINE, NORTH 900 00' 00' EAST 45,05 FEET; THENCE SOUTH SOO 00' 08" EAST 5,04 FEET TO THE EASTERLY LINE OF SAID LOT 22, SAID POINT BEING 15.88 FEET SOUTHERLY FROM THE NORTHEAST CORNER OF SAID LOT, " J:\2200.092\EX.A ACtachment 1 PARCEL 'E' (EXHIBIT 'B') A PORTION OF LOT 21, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 21 WHICH IS 15.88 FEET SOUTHERLY FROM THE NORTHWEST CORNER OF SAID LOT; THENCE SOUTH 80000' 08' EAST 23,76 FEET TO A LINE WHICH IS PARALLEL WITH AND DISTANT 20,00 FEET SOUTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21; THENCE EASTERLY ALONG SAID PARALLEL LINE NORTH 90000' 00' EAST 121,63 FEET TO THE EASTERLY LINE OF SAID LOT 21. PARCEL 'F' (EXHIBIT 'B") LOT 20, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 'G' (EXHIBIT 'B') , LOT 19, OF BLOCK 72, OFTHE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL "H' (EXHIBIT 'B") A PORTION OF SECOND AVENUE (60 FEET WIDE), AS SHOWN ON THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALlFORN,IA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY INCLUDED WITHIN THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE NORTHEAST CORNER OF LOT 21, OF BLOCK 72. OF SAID ARCADIA SANTA , ANITA TRACT, SAID POINT BEING ON THE WESTERLY LINE OF SAID SECOND AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID WESTERLY LINE 20,00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG THE EASTERLY PROLONGATION OF A LINE WHICH IS PARALLEL WITH AND DISTANT 20 FEET SOUTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21, NORTH 900 00' DO" EAST 30,00 FEET TO THE CENTERLINE OF SAID SECOND, AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 00001' 00' WEST 135,57 FEET TO A POINT ON A NONTANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 31,00 FEET AND FROM WHICH A RADIAL LINE 8EARS SOUTH 24'0 18' 30' EAST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20 10' 45' AN ARC DISTANCE OF 1.18 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 29.00 FEET AND FROM WHICH A RADIAL LINE BEARS NORTH 26029' 15' WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26029' 30' AN ARC DISTANCE OF 13.41 FEET TO A TANGENT LINE; THENCE WESTERLY ALONG SAID TANGENT LINE NORTI,! J:\2200,092\EX.A 89059' 45' WEST ;6,00 FEET TO A POINT ON THE WESTERLY LINE OF SAID SECOND AVENUE, SAID POINT ALSO BEING ON THE EASTERLY LINE OF LOT 19 OF SAID ARCADIA SANTA ANITA TRACT,l YING 1,00 FEET NORTHERLY FROM THE SOUTHEAST CORNER OF SAID LOT 19; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID SECOND AVENUE NORTH 00' 01' 00' EAST 139.12 FEET TO THE TRUE POINT OF BEGINNING, . J:\22IlO.092\EX-A EXHIBIT liB" TO GROUND LEASE Preliminary Title Report . Att. 6-21 EXHIBIT "C" TO GROUND LEASE Memorandum of Lease for Recordation RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: City of Arcadia Memorandum of Lease Arcadia Steakhouse, L.P., a California limited partnership, dba Outback Steakhouse, ("Tenant"), and the Arcadia Redevelopment Agency , a public body, corporate and politic, ("Landlord") entered into a Ground Lease on the day of , 1995, effecting certain real property located in the City of Arcadia, County of Los Angeles, as more particularly described as follows: (the "property"). All the terms and provisions of said Lease are incorporated herein by this reference, including the provisions of that certain Disposition and Development Agreement entered into between Landlord and Tenant on the day of , 1995, which is incorporated by reference into the Lease. [SIGNATURES ON FOLLOWING PAGE] Att. 6-22 EXECUTED on California. 1995, at [city] , LANDLORD Arcadia Redevelopment Agency ATTEST: Agency Secretary Approved as to form: Dated: Best, Best & Krieger Agency Special Counsel Dated: Michael Miller Agency Attorney TENANT Date: By: Arcadia Steakhouse, L.P., a California limited partnership By: T-Bird Restaurant Groups, Inc. , a corporation Its: General Partner By: Its: ATTEST: Secretary Att. 6-23 EXHIBIT "A" PARCEL"N (EXHIBIT "B") LOT 25, OF BLOCK 72, OFTHE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 25, PARCEL "B" (EXHIBIT "B") LOT 24, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 24, PARCEL 'C' (EXHIBIT "B') LOT 23, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE NORTHERLY 15 FEET OF SAID LOT 23, - PARCEL'D' (EXHIBIT "B') A PORTION OF LOT 22, OF BLOCK 72. OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OFTHE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 22 WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 15 FEET SOUTHERLY FROM THE NORTHERLY LINE OF.SAID LOT; THENCE EASTERLY,ALONG SAID PARALLEL LINE. NORTH 900 00' 00' EAST 45,05 FEET; THENCE SOUTH 800 00' 08" EAST 5,04 FEET TO THE EASTERLY LINE OF SAID LOT 22, SAID POINT BEING 15,88 FEET SOUTHERLY FROM THE NORTHEAST CORNER OF SAID LOT, J:\2200.092\EX,A AttachmenC 1 PARCEL 'E' (EXHIBIT "B") A PORTION OF LOT 21, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 21 WHICH IS 15,88 FEET SOUTHERLY FROM THE NORTHWEST CORNER OF SAID LOT; THENCE SOUTH 80000' 08' EAST 23.76 FEET TO A LINE WHICH IS PARALLEL WITH AND DISTANT 20,00 FEET SO.UTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21; THENCE EASTERLY ALONG SAID PARALLEL LINE NORTH 90000' 00. EAST 121.63 FEET TO THE EASTERLY LINE OF SAID LOT 21. PARCEL "F' (EXHIBIT "B') LOT 20, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL "G' (EXHIBIT 'B") LOT 19, OF BLOCK 72, OF THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15'PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 'H' (EXHIBIT 'B") A PORTION OF SECOND AVENUE (60 FEET WIDE), AS SHOWN ON THE ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALlFORN!A, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY INCLUDED WITHIN THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE NORTHEAST CORNER OF LOT 21, OF BLOCK 72, OF SAID ARCADIA SANTA ANITA TRACT. SAID POINT BEING ON THE WESTERLY LINE OF SAID SECOND AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID WESTERLY LINE 20.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE AlONG THE EASTERLY PROLONGATION OF A LINE WHICH IS PARALLEL WITH AND DISTANT 20 FEET SOUTHERLY FROM THE NORTHERLY LINE OF SAID LOT 21, NORTH 900 00' 00. EAST 30,00 FEET TO THE CENTERLINE OF SAID SECOND, AVENUE (60 FEET WIDE); THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 00001' 00. WEST 135,57 FEET TO A POINT ON A NONTANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 31,00 FEET AND FROM WHICH A RADIAL LINE BEARS SOUTH 240 18' 30. EAST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20 10' 45. AN ARC DISTANCE OF 1.18 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS' OF 29,00 FEET AND FROM WHICH A RADIAL LINE BEARS NORTH 260 29' 15' WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 260 29' 30' AN ARC DISTANCE OF 13,41 FEET TO A TANGENT LINE; THENCE WESTERLY ALONG SAID TANGENT LINE NORT':' . J:\2200.092\EX,A 69. 59' 45" WEST 16.00 FEET TO A POINT ON THE WESTERLY LINE OF SAID SECOND AVENUE, SAID POINT ALSO BEING ON THE EASTERLY LINE OF LOT 19 OF SAID ARCADIA SANTA ANITA TRACT, LYING 1.00 FEET NORTHERLY FROM THE SOUTHEAST CORNER OF SAID LOT 19; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID SECOND AVENUE NORTH 00. A" 00. EAST 139.12 FEET TO THE TRUE POINT OF BEGINNING. J:\2200.092\EX.A Attachment 7 Preliminary Title Report AU; 7-1 " Proposed Street Vacation Parcel TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: ARCADIA REDEVELOPMENT AGENCY, PUBLIC BODY, CORPORATE AND POLITIC OF THE STATE OF CALIFORNIA. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A FEE. THE LAND REFERRED TO HEREIN IS DESCRIBED AS FOLLOWS: (SEE ATTACHED LEGAL DESCRIPTION) AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1. GENERAL AND SPECIAL TAXES, A LIEN NOT YET PAYABLE, FOR THE FISCAL YEAR 1995-1996. 1A. AN EXAMINATION OF THE LOS ANGELES COUNTY TAX ASSESSORS RECORDS SHOW NO TAX AMOUNTS AS OF THE DATE OF THIS REPORT FOR THE FISCAL YEAR 1994-1995. 1B. THE LIEN OF SUPPLEMENTAL TAXES AND/OR ADJUSTED TAXES, IF ANY, ASSESSED PURSUANT TO THE CALIFORNIA REVENUE AND TAXATION CODE. 1C. THE REQUIREMENT THAT THIS COMPANY BE FURNISHED ALL TAX BILLS AFFECTING THE SUBJECT PROPERTY PRIOR ,TO THE CLOSE OF THIS TRANSACTION. 2. AN EASEMENT FOR PURPOSES HEREIN STATED, AS SHOWN ON OR DEDICATED BY THE MAP OF: SANTA ANITA TRACT 15/89-90. MISCELLANEOUS RECORDS. FOR: STREET. AFFECTS: SAID LAND. 3. AFFECTS THIS AND OTHER PROPERTY. THE FACT THAT SAID LAND IS WITHIN THE BOUNDARIES OF THE CENTRAL REDEVELOPMENT PROJECT OF CITY OF ARCADIA REDEVELOPMENT AREA, AS DISCLOSED BY A DOCUMENT, RECORDED: JULY 16, 1975 AS INSTRUMENT NO. 3632. 4. AFFECTS THIS AND OTHER PROPERTY. THE EFFECT OF: AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY DATED: APRIL 18,1989 EXECUTED BY: FALZONE DEVELOPMENT COMPANY, INC., A CALIFORNIA CORPORATION ("SELLERj, AND THE ARCADIA REDEVELOPMENT AGENCY, A PUBLIC BODY, CORPORATION AND POLITIC OF THE STATE OF CALIFORNIA ("PURCHASERj RECORDED: MAY 26,1989 AS INSTRUMENT NO. 89-861263 2 WHICH AMONG OTHER THINGS PROVIDES: AS MORE FULLY SET FORTH THEREIN. 5. NOTE: THE DESCRIPTION SHOWN HEREIN IS PROFORMA ONLY, AND IS SUBJECT TO' APPROVAL BY ALL PARTIES. 6. THIS REPORT IS INCOMPLETE. WE WILL FOLLOW WITH A SUPPLEMENTAL REPORT ONLY IF ANY OF THE MATTERS WE ARE NOW CHECKING ON THE NAME(S) OF: VESTEE, AFFECTS THIS TRANSACTION. 7. NO POLICY OF TITLE INSURANCE HAS BEEN ISSUED ON THIS PROPERTY WITHIN THE LAST FIVE YEARS. IF A POLICY IS ISSUED UNDER THE ABOVE ORDER, THE BASIC SCHEDULE RATE WILL APPLY. 8. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND BY REASON OF ANY UNRECORDED LEASES. PLEASE SUBMIT ANY SUCH LEASES TO THIS COMPANY FOR OUR EXAMINATION. 9. NOTE: WIRING INSTRUCTIONS FOR FIRST AMERICAN TITLE COMPANY OF LOS ANGELES- TITLE DEPARTMENT. ALL FUNDS WIRED FOR THIS ORDER ARE TO BE WIRED TO: METRO BANK 21535 HAWTHORNE BOULEVARD TORRANCE, CALIFORNIA 90503 ABA #122237353 ACCT #682-250909 PLEASE REFERENCE OUR ORDER NO. 3 LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE WESTERLY 30 FEET OF 2ND STREET, (60 FEET WIDE), AS DEDICATED ON THE MAP OF "A PART OF THE SANTA ANITA TRACr AS FILED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS; BOUNDED NORTHERLY BY THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF LOT 21 OF BLOCK 72 OF SAID TRACT; AND, BOUNDED SOUTHERLY BY THE EASTERLY PROLONGATION SOUTHERLY BY THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF LOT 19 OF BLOCK 72 OF SAID TRACT. 4 ! 5773 I I 4 ~ ..,,, , SCALE I" -: 100 ,~ , Ii !: ) . I COD~ 1~3 Ig2~ NO. ee7 FOR PREV. ASSM'T SEE: lJ~-1I ..' .... ."......: 1 \ @ I~ r.M.llfl. tOR.' ... ... ... T . ... . I' I I I 1 I 1 I i.! ~ ., H 14'''.' @ SHEET 2 I I . ... ~ N ,. -1 'j., ~ , I ., .,..,. ~~~g ,. - .. n @19 :(l -~ -~ .. ... .. @@@ 13 '4 15 ." 'N..4 @Ie ". n ST.'. . I I @ 1925+11143 CONDOMINIUM I 1!lAq.NO 1538l _M.B~1I55.7'5~!~ .iN,. 'J-~'~.._ -~. 4so.:,.!UI' '71':'.# a~"C~NOD" 'UJ";." IIMII"I__.J 'IJtJtIr#ll:1(}1t7!N1e'1~" HiNI4H<<V{tt1I/.2r JtmI'.....~." ~...,.n 1/(UMo"'ItJtIZ_U .( ....... Plirce w on I . 'page er. .u.. t ArQlSla Aedevelopnent Agency. unle,. other.I.. ....001. CONDOMINIUM T..RACT~ NO. ~500~ A PART OF ARCADIA M. B. 1087 - 7 - B - -: ~ ~ SANTA ..ANITA. TRACT M. R. 15-89 -90 , Musson MAP .toUNlY OF LOS ANGELES, CALIF. "rlt A mericaft ntle Compan, 0/ Lot A.,ele. THIS MAP MAY OR MAY NOT BE A Sl.IlMV 01 THf lANE DEPICTED HEREON. YOU SHOULD NOT RELY UPON " fOR AHr PURPOSE OTHER THAN ORIENTATION TO THE GENERAL loeA- nON OF THE PARCEl OR PARCELS DEPICTED. FIRST AMERICN\. EXPRESSLY DISCLAIMS ANY lIARlIlTY FOR ALLEGED lOSS O~ ........... -.. ......-.. .. ... --- ATTACHMENT NO.8 ADJACENT CITY OWNED PARCEL ~ ~ '- HUNTINGTON DRIVE '" '" ..~~.II . -- -., ,0. f J' ..' " /- '1 ~/40 \'~9'~~'..r.v I ), ), ~', ~: , ~I w .' => !7-Z w > <( " ; - c ~ yJ'z., o ! ~~ U I ,. I " ..:." W ! ~~ U) I ~ ~ .c I ~.q ~ 'JI!- ~-t: /,~ .1/ '- .rl . .." fj ,; ~-'C,~L:'/~~ EAJ'./TA Alv'/7:'4 TRACT ........11''7 .:~ r'- o ,'. Not to Scale AREA TO BE MAINTAINED BY DEVELOPER ,. '. , OUTBACK STEAKHOUSE PROJECT DISPOSITION REPORT The following Disposition Report is prepared pursuant to Health and Safety Code Section 33433 and serves to describe the terms of a Disposition and Development Agreement (the "DDA") between the Arcadia Redevelopment Agency (the "Agency") and Arcadia Steakhouse L.P. (the "Developer"). 1. GENERAL PROJECT DESCRIPTION The DDA provides for the development of the Agency owned property located at 166 E. Huntington Drive (Location Map, Exhibit A) by the Developer. The Agency proposes to lease and ultimately convey the land shown in Exhibit. A H to the Developer for development. The 53.788 square foot site is located at the southwest corner of Huntington Drive , and Second Avenue. It is currently owned by the Agency. There are no improvements on the site other than an access road which will be removed. The eastern portion of the site (approximately 4,350 Sq. Ft.) is currently used for public street purposes. This portion will be vacated and included as part of the site. The Developer proposes to construct and operate a 6,392 square foot Outback Steakhouse restaurant including parking and landscaping. The Developer shall lease the property for $45,000 annually for the first five years. $40,000 of each annual payment will be credited to the total purchase price of the site ($200,000), At the end of that five year period, the Developer will buy the property from the Agency for $600,000 ($11.15/Sq. Ft.), Deducting $200,000 credited toward the purchase price through lease payments, a balance of $400,000 will be due at close of escrow. A financial analysis completed by James D. Williams (the Agency's special redevelopment consultant) has determined that the proposed disposition price of $600,000 does represent fair reuse value for the site based upon the proposed development (use type, square footage of improvements, construction and operating expenses, expected revenue, development constraints, market conditions, etc.). The development schedule in the DDA anticipates completing construction of the restaurant prior to the Holiday Season, 1995. 1. ~ltB 2. COSTS TO THE AGENCY A. Expenses to Date: Land Acquisition $ 1,909,877 Relocation Benefits 86,976 Relocation Administration 7,821 Site Studies 71 ,201 (environmental phase I, asbestos, topographic, traffic and circulation, financial, appraisals, etc.) Legal Services 29,196 Site Clearance 19,350 Property Operations 6,567 Miscellaneous 2.048 Sub Total $ 2,133,036 B. Projected Expenditures: Legal Services $ 10,000 Additional Site Clearance (Access Road) 5,000 Title Report 5,000 Miscellaneous 1.000 Sub Total Projected Expenses $ 21,000 TOTAL ESTIMATED PROJECT COST $ 2,154,036 C. Related Agency Costs (Not attributable to the Outback Project) Offsite improvements will be done as part of the Downtown 2000 Project in the area immediately adjacent to the Outback Site. These include construction/installation of curbs, gutters, sidewalks, alley, driveways, street lights, landscaping, street furniture and bowouts. The estimated cost of this work in the area immediately surrounding the Outback Site is from $30,000 to $35,000. :l 3. FUTURE REVENUE Ongoing government revenue will be generated as a result of the completion of the proposed project on the site' in the form of sales taxes, tax increment, business license fees, and utility user's taxes. Current estimates of such future revenue are provided below and represent estimates of net increases in revenue above what is currently being generated by the site. The following are estimates of annual revenue after completion of the project (F.Y. 96-97). Sales Tax to City $ 16,000 $ 30,000 Tax Increment to Agency 15,000 20,000 Business License Fees to City 650 ,900 Utility User's Taxes to City 500 750 Ongoing Annual Est. Revenue $ 32.150 to $ 51,650 Administrative fee $ 10,000 $ 10,000 Annual Lease Payment (1st 5 Yrs.) 45.000 45.000 to Agency (Note - Only $40,000 is annually credited to purchase price) Annual Est. Revenue (1st 5 Yrs.) $ 87.150 to $106,650 6th Year Land Sale Proceeds to Agency $ 400.000 Total purchase price - $200,000 + $400,000 = $600,000 4. ADDRESSING BLIGHT The Agency's Five Year Implementation Plan, Fiscal Years 1994/95 through 1998/99 (adopted on December 20, 1995 by Resolution No. ARA-175) identifies several blighting conditions which will be addressed by completion of this proposed development. This report is on file and available for review in the Economic Development Division Offices. The Agency has already taken action to alleviate blight by assembling the development site and preparing it for development. Prior to Agency involvement. the site consisted of a number of substandard and unattractive structures housing marginally profitable businesses which generated little revenue to the City and made no substantial contribution to the community (provision of goods and. services and employment opportunities). Prior subdivisions had created substandard lots (sizes and 3 '". . configurations) and a fragmented ownership pattern. One of the properties making up the site had been vacant for many years having previously been used as an auto sales lot. By acquiring the individual parcels, relocating eligible tenants and demolishing the dilapidated improvements, the Agency took positive steps to address blight. Through the DDA negotiation and development process the Agency's goal of eliminating blight on the site and in the downtown be fulfilled. The property is currently vacant and does not contribute positively to the area. Development of the site as proposed will result in a high quality, revenue generating business being introduced to the area. The influence of this development will extend beyond the , boundaries of the site itself. It should act as a catalyst for future private development throughout the downtown. The completion and opening of this restaurant is planned to coincide with the completion of the Downtown 2000 Streetscape Project. The simultaneous opening will be a positive symbol of the revitalization of the Central Redevelopment Project Area. 5. PROJECT BENEFITS The benefits of this project go beyond the generation of revenue to the City and Agency. This project also serves the purpose of meeting a number of goals as outlined in the Redevelopment Plan for the Central Redevelopment Project. The goals and benefits include: A. An estimated 50 jobs will be created through construction on the site as well as an estimated 70 jobs when the restaurant opens. Increased employee payrolls will result in additional indirect tax receipts to the City due to discretionary purchases in Arcadia stores. B. The physical appearance of this very visible portion of the Project Area will be improved through the elimination of blighting influences which currently exist. The area will be made more attractive, and the image and reputation of both the downtown and City improved. C. New developmBnt will be encouraged in the area as a, result of this project combined with others within the Project Area (e.g., Downtown 2000 Streetscape). Additional potential shoppers will come to the Downtown. disrpt1.out 'i \ '. LOCATION MAP "~,,,-- PM ' ' '>.~:""., ; , ---'.. ",~"I07 24 :" .' ....... '\.0.... I 1'1, 2...-......t ~ : _ .. ...~., ~...I . I ' , . , '. . . .... j .~ . - " .l.., _. ..,._' . . . . ','il: ~ . ,\ , ' , _,' '., ...... , ," 1..1 ::...-.....:! I ,. " . f ~;...~:.~ ,'"--'----' ' -,- , .1' ,- -----. "'1 j" . ~: '" I I: 1 . i G I' 'I" ~ - -"-l~ :C., "'(1.., . ~:..", ~ ....! ~ '!'~..' . . f ~ ~-.: :-:f I . .1 '11. j:~. - -i _:, AL T A STREET : 1- r': - r '": i: - .. - '-,,- -, ..',- ~,' .,,,,.: "1~1"'I.'- " , "1,1" . . " 'I":' i ~ L q:': .:: .\c ..,.. " , . I'f \-i' I,~ 14 . ! :~ ",-.--, I I J f'....O. ~-l. 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" ~ /'lORTH Not to Scale '. -:- 1 .. " . Location of Proposed Development , , 5 -.j File No.: CITY OF ARCADIA 240 WEST HUNTINGTON DRIVE ARCADIA, CA 91007 CALIFORNIA ENVIRONMENTAL QUALITY ACT NEGATIVE DECLARATION A. Title and Description of Project: Outback Steakhouse Construction of 6,392 square foot restaurant on a 53,788 square foot site along with 85 parking spaces (13 in excess of Code requirements). B. Location of Project: 166 E, Huntington Drive, Arcadia, CA 91006 County of Los Angeles C. Name of Applicant or Sponsor: Fancher Development Services, Inc. William D. Fancher, President D. Finding: This project will have no significant effect upon the environment within the meaning of the California Environmental Quality Act of 1970 for the reasons set forth in the attached Initial Study, E. Mitigation measures, if any, included in the project to avoid potentially significant effects: Date: 6-20-95 Date Posted: 6-21-95 ~ --Q.., p- ~~, . ~ Exhibit C " , .' fiLE NO, GlLP ~s -003 ENVIRONMENTAL INFORMATION FORM A. Applicant's Name: rancher Development Services, Inc, (William D. rancher) l\ddress: 1342 Eell Ave. Suite 3K, Tustin, Ca, 92680 13. Property Address (Location): 166 E. Huntington Dr. / S,W.C, of Huntinaton & 2nd, C General Plan Designation: Conrnercial 0, Zone Classification: C-2 E. Proposed Use (State exactly what use is intended for the property, I.e., type, activities, employment): The proposed project will be a 6392 sq. ft. full service restaurant servina alcoholic beverages. It will employ approximatley 70 persons and operate betl;een the hours of tOam to Midniah~ The maiority of business will be diner onlv, however, 11ln~h wi 11 hP. ~prvpd on R'[IPt'irtl ('){""("~~inn~ ~llrh r=I~ F::Ic::::tpl'" ;:\Inn nt-npr n01 ;n~yo::: 'T"hp staff will becrin arriving one and one-half hour earlier. Additional Info Attached: F. Square Footage of Site: 53,788.033 so_ ft, G. Square Footage of Existing 13uildings: I. To Remain: -0- 2. To Be Removed: -0- H. Square Footage of New Buildings: 6392 so, ft. (, Square Footage of 13uildings to be Used for: I. Commercial l\ctivities: 6392 sq. ft. 2, Industrial Activities: -0- 3. Residential l\ctivities: -0- Number of Units: one Environmental Information Form - 1 - '. J. Describe the following: I, The environmental setting of the project site as it ex.ists. The project site is a vacant lot that is flat. void of structures. and does not have any distinguishable vegetation. 2. The proposed alterations to the project site. The proposed proiect will consist of a 6.392so, ft. buildino and its associated parkinq lot, See Attachment "A" 3. The use and development of the surrounding properties. Uses to the North & East are commercial retail (carnet stor~. hair ~alnn. Rpal - Estate Office. etc.). To the South exist MUlti-family residental. To ~hp l-le,;t there is a railroad easement and more commercial retail. Environmental Information form -2- K. Check the appropriate answers to the following questions: Yes No 1. Will the proposed project result in a substantial alteration of ground contours and/or alteration of existing drainage pattern? -~ 2. Will the proposed project result in a change in groundwater quality and/or quantity? _x 3. Will the proposed project result in an increase in noise, vibration, dust, dirt, smoke, fumes, odor or solid waste? -2s.. 4. Will the proposed project result in the use or ,disposal of potentially hazardous materials? _25 5. Will the proposed project result in a substantial increase in demand for municipal services and/or energy consumption? _ --2s... Explain in detail any "YES" answers to the above questions on additional sheets. L. . Provide any additional information which would elaborate on the potential environmental consequences resultant from the proposed project, M, Certification: I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements and information presented are true and correct to the best of my knowledge and belief, Date: S - I, q ,") ~ Environmental Information Form -4- ,', ATTACHMENT "A" E, proposed Use Hours of Operation: The normal hours of operation will be 4:pm to midnight or as dictated by the local market. Outback Steakhouse will open for lunch on special occasions and holidays but that will also be dictated by the needs of the local market, Breakdown of Seatin!l Area: The restaurant will have seating capacity for 240 dinners with this proposal. Bar Area: will be approx. 870 sq. ft, with seating for 96. The Dinning Area: will be approx. 1960 sq. ft. with seating for 144. J.2. The Proposed Alterations to the Site The project consist of eight small lots and a portion of the 2nd St. right-of,way that is to be abandoned. All lots will be consolidated into one and a 6392 sq. ft. building will be constructed with 7,320 square feet of landscaping. The building will be setback from Huntington Drive 21 .12 feet and 85 parking spaces, including 10 compact and 3 handicap accessible spaces and one loading zone will make up the parking lot. File No" ENVIRONMENTAL CHECKLIST FORM A. BACKGROUND 1. Name of Proponent Outback Steakhouse (T-Bird Restaurant Group) 2, Address and Phone Number of Proponent 166 E. Huntington Drive (Site Address) 13000 Dale Mabry Highway, Tampa, FL 33618 B" ENVIRONMENTAL IMPACTS (Explanations of all 'yes" and "maybe" answers are required on attached sheets.) II. DhruptiOllI. .'\'aplac_nta, _ pac:t1_ air _ar_1l:1nt' of "h. 101U x ..x .x 1\, '.mlunUe1 n4uct.l-. in the .-.utI. ot .at... aUllrwi.. a.aU.bll fol' pll!ll1o _UI' lupplhd 1. bpo.~of p.opllol'propelrty "0 .aul' relatlMS 1ul1'l'd, auell.1 tl-.s1ft.l' !B. !!ill! l!2.. 1. !!!!h. 11111 thl ,....-.1 ~.alt 11. .. Ul'lltabl, "1'1;1'1 couiU.oa. air ill ellUl'" ln9_1D91Cl.~tl'\lCtlU:..J !!! ICAna ..!!!. x.. JL 9. l:apolurl of p.opll 01' pnp.ny to 'l'_1D91c ha.ar4, luc:h u ..nl~_k... llnd,Ud.., .....uUa.. 'fA..... "Ulln. 01' .taU&I' IlU'~l' a. !!.!,. 11111 thl pft9O&d n..lt la. .. .lIbauntill &11' --.1.11onl all' Mtl..lo..lt1c 01 .-tIl_t 111' qual1l:J'? b. Thl craati_ of llbj_tl__la ocIa..., .x 4. 'hll." 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I1ncl...s~nq. but not aalt.d to. c)l1. p.nldd... ch..lcl1. or ud1..Uc)lIl 1n the ,".nt of In Iccld.ll.t Oil' IIp..tC'Ondlt1oll.,, 11. Popul.ClolI. w111 the propo.1t dtn' t!!. 10eolt101l. dllttlbut1on. d'"I~ty. Orqr_thut.oftJ'l.h_pupuj..- tionof.lI.rall U. KouUII'iI. Will the propaa.l &thet '''lltlll'' hOllainq. all' ell'..t. . d~,"lnd tor .dd1t1an.1 l\oua1n91 13. ,r~r.s""rution Clll'cuhtlon. IoIIU t . propo.. rllU n. .I. ClnluUon of .ub.Ullthl Id0;41. tton.l vl1l1cullll' lIOVI_nt.? b. Etfletlon u:1Itillq p.rll1n9 f..eilltuI ordl/l.nd tor "",plrIl:1IIq? c. Sul)IUntla11~..ctupoll"h,ln, tr4n,,,art.uon 'y't-.al d. ^1tlntlonl to pra.llltp.t.tu"ft. at c1rclIhtion at lIOV_lIt of paoclP1. oInd/Or"ood" .. A1Uutlon. to "'Utbonl'. r.i1 or ur tratHe? t. Iller.... 111 trafUc 1I...rd,1 ,0 ..corVlhlc1l.. blo:ycll.t. or pedllulan.' 14. .1Ib11c lu'vie.l. Will the pn,pOII.l n.Vlan .rr.ct. Upo". Oll' ~.ult 1". n..d tor n_ or .1t.rld ,OWrTllMfIlt..l ..tv1e.. 1n In., of thl tOU_1", '1'..1. .. 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Propelll rlllllt 111 tna OIl.atruetlan or lilY 'C'"1C "lIt. 01' v1_ apan to the public. Oll' "111 tJI. propea.l nllllt in tJI. en'UOIl.ot.n a.athltlcallyoff.lld_ dt. Opall to public vl...? 1'. It.en.tion. 11111 tll. pnpe"1 r..ult 1ft an 1.....ct \IPOII th.qud1tyor qu.ntltyaf.d,UI\lI r.en,Uolld opportlllllt1..' !!!.~..!!2. lL lL ". ~~~~~r~~::{:1~;0~e:~t.r~~~~n ~: . d'illllUe'lIt '1''''''10109le.1 or ",lIt.one.l.lta. .trlleturl. ob:l.ct orbll1ldln'il? ~ n. ~d=~ t~~n:~:~:e~t 1I:~:~~~e:::~t1al tod'9r.d. Ch. qu.llty of t.h..nv11'_ll.t. ...tant.l.Uy r.duea tA.lIablt.tof . tllh or ..11dllh 'p.cu.. c.~. . tllh OrwUdut.popllhUon to drop bllov ..U..ut.1111nq 1.v.la. tll.n.tlll to .1l_ln.c. . pl.nt or anl..1 eo-\IIIlt.,. ndlle. tAl IllaD.r or r..triet Chi u1l.9' ot.ur.or.ndlft'il.r.dpl.ll.tor.n1....1 or.l1a1n.t.l~rt.nt.x.~la.ofth. ..jar p'l'loda of C.Utornia hhtory Orprll!.l.tory? b. Do.. the proj.ct h._ the pot.nUd to lenl.v. Ihort-t.n1. to th. dll.dvUl.t.'iI' ot lon'il.tlnI.nYlro~ntal'i'o.lal IA .hort-t.1'II l...ct on the .1I"lran..llt 11 on. _hleh occllr. 1n . r.l.tiv.ly brill. d.Unltl'" petied ot tl.. vl'l1l. lon'il-tlnll~.ctl"1l1.ndllr.""U 1IIto th.flltllr..) lL x... c. 0011 th. pn:l.et h.v. l..aetl vhldl.n lAdIvidu.Uy lla1ud. bllt e_htl_lYCOlldd..rabla? (.lproj.ct ..., 1~et on two or _ta '.""r.t. naourea. ..h.n tIl. l....et on ..dl n.ourc. 1. tahUv.ly a..n. bllt "1I.r. th. .ft.et of the total of tho.. l...ct. OIIth..n,,1~ll.thdqn1Ueant.) d. DOoM th. pro:lact h._ 'IIvt~tal .thct. vl'llcb..1l1 c.ua..ub.tant1'1 .d_I'I' IIhetl 01\ h_ bllnq.. dttMr dir.ctlr or IndIr.ctly? lL x e. DlSClmafc:. Dr DYI_..,.At, rn.t.laTI" See attached Section C discussion. D. Dft:IDlIII'..lTIaI (to 1M c~l.t.d by tJ'l. LI.d "'ancyl Oe. tM bul. or thla InIU.l .v.luaUoa. ..Ll..t Und th. proPOlld proj.ct aJULD 'lOT lI.v. I uqniUe.nt ~ffaC't OIl the .nvlrO~nt. IIId . IIElOATIW DECt,,\AATIaI ..111 b. pr.p.arad. 01 f1ll.d th.t .1tho"'" !.h. propoa.d prOl'ct co"ld IIIV' . dvalUcant. .ffact all t1I. lll"lrOlWlnt. th.r. _1.11 1I0t 1M . .lvalflelllt .fflCt In tll1l e... b.e"u.. tl'l. .niq.ti_ _........ d..cr1b1d 011 III att.d1ad aha.t II.... baa" .tid.d to the projact. A MElOATIW DECLAaATI~ ifiLL .. 'lU:'IIoUD. a I UIlod Ul. p..opolld. P"":Iact MY h._ , .1,,"lheallC .Hact _ the l1I"'l~t. lid II DYI"'REII'T.l.L I19.lC'T U'OIlT 11 nqvJ.rad. <P^L --R,P~r<4 (Signature) -2- " SECTION C. .DISCUSSION OF ENVIRONMENTAL EVALUATION OUTBACK STEAKHOUSE GENERAL DISCUSSION- The following environmental evaluation takes into account the following relevant information concerning the proposed development site located at the southwest corner of Huntington Drive and Second Avenue: . The site is zoned for commercial uses (C-21 and as such retains certain development entitlements. . Historically, the site has been developed. Earlier site improvements include a paved auto sales lot, auto service station, professional office space and miscellaneous retail buildings; These were demolished in 1991. . The site lies in an urban area where development is expected. . Adjacent land uses in the area are generally compatible with the proposed use as it is allowed under the City land use plans. 1. Earth - Will the proposal result in: a. Unstable earth conditions or in changes in geologic substructures? No. Development will require only a minor amount of surface grading and trenching. This is a previously developed site where surface disruption will be kept to a minimum. b. Disruptions. displacements. compaction or overcovering of soil? No. Development will require only a minor amount of surface grading and trenching. This is a previously developed site where surface disruption will be kept to a minimum. c. Change in topography or ground relief features? No. The development site is predominantly flat. The proposed development will not result in any changes in this regard. d. The destructian. cavering ar madificatian af any unique geolagic ar physical features? No.. No. unique gealagic or physical features are faund an the develapment site. e. Any increase in wind ar water erasian of sails. either an ar_ aff the site? No.. The site is currently vacant and contains no. vegetatian. Develapment will actually reduce soil erosion and discharge into. the starm drain system. Landscaping and graund caver will help hald sail in place while ather currently exposed areas will be paved o.r develaped with the restaurant impravements. f. Changes in siltatian. depositian ar erasian which may madify the channel af a river ar stream? No.. Develapment will actually reduce sail erasian and discharge into. the storm drain system. Landscaping and ground caver will help hald .soil in place while other currently exposed areas will be paved or develaped with the restaurant impravements. The existing channelized washes and waterways faund in this urban setting will nat be impacted. g. Exposure af pea pie ar praperty to. geolagic hazards such as earthquakes. landslides. mudslides. graund failure. ar similar hazards? No., The develapment site is in a fully develaped urban setting and is no. more susceptible to these problems tl:1an any ather site in the City afArcadia. The Raymand Fault lies to the Narthwest af the site. 2. Air - Will the prapasal result in: a. Substantial air emissians ar deteriaratian af ambient air quality? No.. The propased land use is cansistent with uses allawed under the zaning and daes nat generate a disproportianate amount af emissians ar result in a substantial deteriaratian to. air quality. b. The creation of objectionable odors? No. The proposed land use is consistent with uses allowed under the zoning and will not generate substantial objectionable odors. Enforcement of City zoning, nuisance and County Health laws governing property maintenance and restaurant operation will mitigate any potential in this regard, c. Alteration of air movement. moisture or temperature. or any change in climate, either locally or regionally? No. The size, scope and nature of this development will not result in any of these impacts. 3. Water - Will the proposal result in: a. Changes in the currents or the course of direction of water movements In fresh water? No. The course and direction of fresh water will not be altered. Fresh water flows from the site into existing concrete curbs and gutters. and then flows into the urban storm drain system. b. Changes in absorption rates, drainage patterns, or the rate and amount'of surface runoff? Maybe. Development will result in construction of improvements (restaurant and paved parking) which will prevent water from being absorbed on the site. This surface water will run off into the storm drain system. The amount' of runoff generated through development of this site is not significant and this site has not been established as a groundwater recharge basin. c. Alterations to the course or flow of flood waters? . No. The existing storm water runoff system will remain intact. Development of this site does not result in significant increases in storm water flow. d. Change in the amount of surface water in any body of water? No. While runoff will be generated by the site, the amount is not significant. Historically, the site has contributed runoff to the urban storm drain system. e. Discharge into surface waters, or in any alteration or surface water quality, including but not limited to temperature, dissolved oxygen or turbidity? No. While runoff will be generated by the site, the amount is not significant. Historically, the site has contributed runoff to the urban storm drain system. f. Alteration of the direction or rate of flow of ground waters? No. Water tables will not be affected by development of this site. g. Change in the quantity or ground waters, either through direct additions or withdrawals, or through interception of any aquifer by cuts or excavations? No. This site is not part of a goundwaterrecharge basin. Any recharge effect this site currently has on the water table is incidental. h. Substantial reduction in the amount of water otherwise available for public water supplies? No. The Water Division advises that demands placed upon public water supplies by this development will not be significant. i. Exposure of people or property to water related hazards such as flooding? No. The site is not in a flood plain and poses no risk to people or property with respect to flood exposure. 4. Plant life - Will the proposal result in: a. Change in the diversity of species, or number of any species of plants (including trees, shrubs" grass, crops, microflora and aquatic plants)? No. The site is a vacant lot with no significant plants of any kind. On a regular basis, the Agency's maintenance contractor scarifies the site to clear it of weeds and other unwanted vegetation. b. Reduction of the numbers of any unique. rare or endangered species of plants? No. The site is a vacant lot with no significant plants of any kind. On a regular basis. the Agency's maintenance contractor scarifies the site to clear it of weeds and other unwanted vegetation. c. Introduction of new species of plants into the area. or result in a barrier to the normal replenishment of existing species? No. While the proposed development. will have landscaping per the City Code requirements, none of the species proposed for these areas are being newly introduced. Proposed species are widely used in commercial applications throughout the area. 5. Animal Life - Will the proposal result in: a. Change in the diversity of species. or numbers of any species of animals (birds. land animals including reptiles. fish and shellfish. benthic organisms. insects or microfauna)? No. The site is a vacant lot with no significant animal life of any kind. b. Reduction of the numbers of any unique. rare or endangered species of animals. No, The site is a vacant lot with no significant plants of any kind. c. Introduction of new species of animals into the area. or result in a barrier to the migration of movement of animals? No. No new species will be introduced. Migration of animals will not be affected by development. d. Deterioration to existing wildlife habitat? No. The site is not a wildlife habitat. 6. Noise - Will the proposal result in: a. Increases in existing noise levels? Yes. Any development on the Southwest corner site will result in some increase in existing noise levels as the property is currently undeveloped. Operation of a restaurant use in a manner consistent with the required Conditional Use Permit and City Code requirements will mitigate significant impacts, These standard operating conditions will be made and enforced as a part of the Redevelopment Agency's Disposition and Development Agreement (DDA), b. Exposure of people to severe noise levels. No. This use does not generate severe noise levels. 7. light and Glare - Will the proposal produce new light and glare. Yes. Any development on the Southwest corner site will result in some increase in light and glare levels as the property is currently undeveloped. Operation of a restaurant use in a manner consistent with the required Conditional Use Permit and City Code requirements will mitigate significant impacts. The restaurant will be oriented (and the majority of the new light and glare will be directed) toward Huntington Drive and away from the residential uses to the south.' Additionally, parking lot light standards are limited to 15 feet in height and will be focused on the development site. These standard operating conditions will be" made and enforced as a part of the Redevelopment Agency's Disposition and. Development Agreement (DDA). 8. land Use - Will the proposal result in a substantial alteration of the present or planned land use of the area? Yes. The development site is currently an undeveloped vacant lot. The proposed development is consistent with City land use restrictions and long range plans for the area. 9. . Natural Resources - Will the proposal result in: a. Increase in the rate of use of any natural resources? , No. This development is part cif the natural urban development process and is consistent with long range development plans for the area. 10. Risk of Upset - Does the proposal involve risk of an explosion or the release of hazardous substances (including, but not limited to, oil, pesticides. chemicals or radiation) in the event of an accident or upset conditions? No. This commercial use is not considered a generator of hazardous waste. The risk of explosion is negligible. 12. Population - Will the proposal alter the location, distribution, density or growth rate of the human population of the area? No. This project will serve primarily the existing population and is not considered growth inducing. 12. Housing - Will the proposal alter the existing housing, or create a demand for additional housing? No, This commercial development will not generate new housing demand. 13. Transportation/Circulation - Will the proposal result in: a. Generation of substantial additional vehicular movement? Yes. Measurable traffic volume increases will occur as a result of the . proposed project. However, this increase- is consistent with uses anticipated for the site as a result of any commercial development for which the property was formerly used and for which it is now zoned. Measures taken to mitigate negative impacts on the environment include construction of a dedicated right hand turn lane for eastbound Huntington traffic turning south onto Second, 30 foot wide driveways instead of Code required 25 feet, and not allowing ingress/egress to the site closer than 150 feet to the Second Avenue corner. Analysis of the Downtown 2000 project by Associated Transportation Engineers (ATE) indicates that use of this site by a 20,000 Sq. Ft. retail user (a use more intense that the proposed 6,392 Sq. Ft. restaurant) was not significant. See page Table 3, Pg. 13 of the ATE report, This report is on file and available in the Economic Development Division offices. b. Effect on existing parking facilities or demand for new parking? No. The proposed commercial development will provide parking in excess of that required by the City Code. Current development plans exceed City parking requirements by approximately 50% (6,392 Sq. Ft. = 64 spaces required; provided - 85 spaces). , c. Substantial impact upon existing transportation systems? No. However, measurable impacts to the transportation system will occur as a result of the proposed project. These impacts are consistent with uses anticipated for the site as a result of any commercial development and not substantial. Measures taken to mitigate negative impacts on the environment include construction of a dedicated right hand turn lane for eastbound Huntington traffic turning south onto Second, 30 foot wide driveways instead of the Code required 25 feet, not allowing ingress/egress to the site closer than 150 feet to the Second Avenue corner and relocation of the bus stop from the southwest corner of Second and Huntington to the southeast corner as part of the ongoing Downtown 2000 project. d, Alterations to present patterns of circulation or movement of people and/or goods? No. No significant circulation pattern changes will take place as part of this development. The corner of Second Avenue and Huntington Drive is being reconfigured; however, the ability to make southbound turn movements from Huntington will be maintained. There will be some increase in the use of the alley to the south of the site (see below). e. Alterations to waterborne, rail or air traffic? No. The development will not impact any of the modes ,described. f. Increase in traffic hazards to motor vehicles, bicycles or pedestrians? No. The site is currently vacant and does not generate any measurable activity which causes traffic hazards. The proposed development will generate traffic (vehicular and pedestrian), light, glare, noise and alter lines of sight. However, these impacts are consistent with the uses allowed in this Commercial Zone. Hazards will be mitigated by enforcement of State law and City codes. Design of the site shall direct traffic safely into the alley (east/west) and Huntington Drive. If traffic in the alley becomes excessive, the alley can be made one-way. 14.' Public Services - Will the proposal have an effect upon, or result in a need for new or altered governmental services in any of the following areas: a. ,Fire protection? No, The Arcadia Fire Department has indicated that it has adequate resources to service this development. b. Police protection? No. The Arcadia Police Department has indicated that it has adequate resources to service this development. c. Schools? No. This development will not generate additional demand for school services. However, the school district has established development fees which are levied prior to the issuance of City Building Permits. These fees are used by the Arcadia Unified School District to provide school services. d. Parks and other recreational facilities? No. This development will not impact parks and recreation facilities. e. Maintenance of public facilities, including roads? No. A major public infrastructure upgrade is currently taking place in the area know as the Downtown 2000 Project. This program includes reconstruction of water, storm drain and gas lines as well as resurfacing portions of Huntington. Upon completion, the City does not anticipate the need for additional work of this type in the foreseeable future. The Agency anticipates vacation of the access road which lies along the eastern edge of the site. This land will be incorporated as part of the development's parking lot. The vacation will occur only after the legally required hearings and notices have occurred. Utility easements, if necessary, will be reserved. f. Other governmental services? No. All applicable governmental agencies have been noticed as part of the review process. No comments have been received, , 5. Energy - Will the proposal result in: a. Use of substantial amount of fuel or energy? No. While energy will be consumed. the amounts will be consistent with this type of land use. b. Substantial increase in demand upon existing sources of energy. or sources of energy? No. No substantial increase in demand will occur. , 6. Utilities - Will the proposal result in a need for new systems. or substantial alterations to the following utilities? a. Power or natural gas? No. Edison undergrounded and upgraded their facilities serving this site within the last several years. The Gas Company is currently replacing old lines with new as part of the Downtown 2000 Project. These facilities will adequately serve the site. b. Communications Systems? No. The site is served by Pacific Bell. Service to the site is sufficient. having been undergrounded and upgraded in the last several years. c. Water? No. The Arcadia Water Division is upgrading the water mains serving this site as part of the Downtown 2000 Project. The service system is adequate. d. Sewer or septic tank? No. Adequate capacity exists to serve this site. . e. Storm water drainage? No. The Downtown 2000 Project calls for the construction of a new storm drainage system to the west which will help alleviate problems which currently exist in the area. Development of this site will not cause additional demand for new facilities. f, Solid waste disposal? No. The City is served by several commercial haulers. These haulers and their clients are subject to governmental regulation of the waste stream. Measures imposed to limit refuse generation and control collection activities will apply to this use as with all others in the area. 17. Human Health - Will the proposal result in: a. Creation of any health hazard or potential health hazard (excluding mental health)? No. The proposed land use does not introduce health hazards. b. Exposure of people to potential health hazards? No. The proposed land use will not expose people to health hazards. 18. Aesthetics - Will the proposal result in the obstruction of any scenic vista or view open to the public, or creation of an aesthetically offensive site open to public view? No. Development will be done with an emphasis placed on good design and heavy landscaping. The project will undergo both Redevelopment Agency and City Design Reviews. 19. Recreation - Will the proposal re'sult in an impact upon the quality of existing recreational opportunities? No. This development will incorporate the existing City .pocket park" at the corner of Second and Huntington. This may result in increased use of this passive recreational use. 20. ' Archeological(Historical - Will the proposal result in an alteration of a significant archeological or historical site, structure, object or building? No. No known archeological or historical sites, structures, objects or buildings are known to exist in the area. The site is vacant of any improvements. 21. Mandatory Findings of Significance - a. Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self- sustaining levels, threaten to eliminate a plant or animal, community, reduce the number or restrict the range or a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? No. The project site is vacant and undeveloped with no known historic, archeological or biological sensitivities. Development will not result in an impact to any of the concerns cited above. b. Does the project have the potential to achieve short-term, to the disadvantage of long-term environmental goals? (A short-term impact on the environment is one which occurs in a relatively brief, definitive period of time while long-term impacts will endure well into the future) No. Developments of this type and design tend to endure over an extended period of time. The intent of the developer is to operate this land use well into the future and has indicated this by negotiating a five year lease with an obligation to buy the land after the lease term is finished.. c. Does the project have impacts which are individually limited, but cumulatively considerable? (A project may impact on two or more separate resources where the impact on each resource is relatively small, but where the effect of the total of those impacts on the environment is significant). No. The combined impacts generated by this project do not create a significant cumulative impact. '. d. Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? No. This development and proposed land use is intended to provide a direct service to people. No substantial adverse effects on human beings is anticipated.