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Home My WebLink AboutD-2657 I . This page is part of your document - DO NOT DISCARD . 043311428 _ __J RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 12/22/04 AT 08:00am TITLE(S) : AGREEMENT REGARDING APPLICATION FOR LAND USE APPROVALS AND REGARDING IDEMNIFICATION OF CITY OF ARCADIA . ~I~ In ~~II~IIII ~I ~ . LEA D SHEET FEE D.T.T /FREE MJle CODE 20 'CODE 19 CODE 9 Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink. Number of AIN's Shown . THIS FORM NOT TO BE DUPLICATED . 04 3311428 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Attorney City of Arcadia P. O. Box 60021 Arcadia, CA 91066-6021 (Exempt from recordmg fees pursuant to Government Code Secl10n 27383) AGREEMENT REGARDING APPLICATION FOR LAND USE APPROVALS AND REGARDING INDEMNIFICATION OF CITY OF ARCADIA This Agreement ("Agreement") is entered into thIS 15th day of November 2004, by and among E.D.I., LLC, a California limited lIabIlity company ("E.D.I."), Huntington Rose Development Partners, LLC, a California limited liabIlIty company ("Huntington") (collecl1vely, E.D.I. and Huntmgton are referred to as "Applicants"), and the City of Arcadia, a Charter City in the State of California ("the City"). The Applicants and the City are hereinafter sometimes referred to indivIdually as the "Party" and collectively as the "Parl1es". The Applicants and the City agree as follows: SECTION 1. RECITALS. REPRESENTATIONS AND WARRANTIES. a, E D.I. IS the ground lessee of certam real property m the City of ArcadIa on whIch is presently located the Santa Anita Inn, and which IS legally described in ExhIbIt "A" attached hereto and incorporated herein by reference (the "Property"). b. Huntington and E.D.I. have entered into a purchase agreement dated May 31, 2002, ("Purchase Agreement") pursuant to which Huntington is to purchase and E.D.I. is to sell the ground lease of the Property. Among the conditions for closing this purchase is the approval by the CIty of the land uses for whIch ApplIcants are applying. Huntmgton represents and warrants to the City that it has entered into a Purchase Agreement with E.D,I. to purchase the ground lease of the Property and that upon sale or assignment of the ground lease to it, Huntington shall assume all rights and responSIbIlities of E.D,I. WIth respect to the ground lease and this Agreement. c. The Applicants desire and intend to submit to the City certam land use applIcatIOns including, wilhout limItation, an application for approval by the CIty of a specific plan for the Property. 1 v d The Applicants represent and warrant to the City that ED I is the ground lessee of the Property and that there are no other ground lessees of the Property who would or legally may challenge the right, entitlement and abtlity of the Applicants to submit an application to the City for approval of a specific plan for the Property e The Applicants represent and warrant that that certain lease entered into by and between Del E Webb Construction Company, Inc and Bill Baird, Inc on or about May 24, 1955, has been duly assigned to and accepted by ED I, tS in full force and effect and tS the ground lease which will be sold or assigned to Huntington pursuant to the Purchase Agreement and which provides the Apphcants the lawful right, entttlement and ability to submit land use applicattons to the City including, without limitation, the application for approval of a specific plan by the Ctty. f The Apphcants and the City desire and intend that this Agreement pertain only to the submission by the Applicants to the City of land use applications including, without limitation, an application for approval by the City of a specific plan for the Property, which do not by law require execution of any document includmg, without limitatton, any subdtvtston map, by the fee owner of real property SECTION 2 INCORPORATION OF RECITALS. REPRESENTATIONS AND WARRANTIES The Apphcants and City agree that the above Recitals, Representations and Warranties are true and correct and that they represent a significant inducement for the City to enter into this Agreement. SECTION 3 CITY ACCEPTANCE OF SPECIFIC PLAN APPLICATION In consideration for the recitals, representations, and warranties of the Applicants and for the indemnification and defense covenant of Huntington set forth herein below, the City shall accept from the Applicants an application for approval by the City of a specific plan for the Property, notwithstanding that the Applicants are not the fee owners of the Property SECTION 4 INDEMNIFICATION OF CITY BY HUNTINGTON Huntington shall defend, indemnify, and hold harmless the City of Arcadia and its officials, officers, employees, and agents from and against any claim, action, or proceeding against the City of Arcadta, its officials, officers, employees or agents challenging any term or provision of thIS Agreement or the entry into this Agreement by the City, or seeking to attack, set aside, votd or annul any approval or condition of approval of the City of Arcadia concerning any land use application submitted by the Applicants and/or land use decision, including but not limited to any approval or condition of approval of the City Counctl, Planning Commission, or City Staff concerning any land use application submttted by the Applicants to the City The City shall promptly notify the Huntington of any claim, action, or proceeding concerning any such land use application and/or land use dectston and the City shall cooperate fully in the defense of the matter The City reserves the nght, at its own option, to choose ItS own attorney to represent the City, and/or its officials, officers, employees, and agents in the defense of the matter SECTION 5 NOTIFICATION OF FEE OWNER The Applicants and the City understand and agree that the City will promptly notify any and all owners of the fee interest m 04 3311428 2 . , ;"f the Property that an application for a certain land use approval including, without hmitation, an application for approval of a specific plan for the Property, has been filed with the Ctty. The Applicants and the City further understand and agree that the CIty shall record this Agreement against the Property in the Office of the Recorder for the County of Los Angeles, and that in the event that the recordation of this Agreement against the Property is challenged, the indemnification and defense covenant of Huntington set forth hereinabove shall be applicable to any and all such challenges as if such challenges were subject to the indemnification and defense covenant of Huntington set forth in Section 4 herein above, SECTION 6. APPLICABILITY OF CITY PROCEDURES AND REOUlREMENTS TO LAND USE APPLICA nONS. The Apphcants understand and agree that notwithstanding any term or provision of this Agreement, the City by entering into this Agreement is not obligated to approve, and shall not be deemed to have approved, any land use application with respect to the Property including, without lImitation, any application for approval by the City of a specific plan The Applicants shall be requITed to follow all applicable State and local laws and regulations With respect to the submission of applicanons for land use approvals for the Property, Any approval by the CIty of any land use application for the Property shall be subject to all publIc hearings and other procedures and findings required by law, SECTION 7. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Venue for any court or administrative proceeding brought with respect to the enforcement of this Agreement shall be in Los Angeles County, IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date fITst written above, Dated: 2004 APPLICANTS "E.D I , LLC" .../' /- ~ t ~ CIu/..n.) Its: ?/UlM..J~ ?71~~~r INGTON ROSE MENT, PARTNERS, LLC" By: ----...~ DE By: ATIES City Clerk 04; 3311428 People's Repuhlic orl8iina) APPROVE AS TO FORM: MunIcipal Hy of Shanghai ) Consulate General of the )88: United States of America ) Subscribed and sworn to before me JYice} Qou,aJ ofthr Uniter1 ~t3tP' ofAmenca at Sh duly c01I}IIllssloned and quahfied, this /.'> .~,.day of1Y~.20 01{ '11/7tn~~, 3 ~1~.Tuesday Jackson' Consular Al80clate 01 the United States of America' American Consulate General Shanghai China Stephen P. D itsch City Attorney v the Property that an application for a certain land use approval including, without limitation, an application for approval of a specific plan for the Property, has been filed with the City The Applicants and the City further understand and agree that the City shall record this Agreement against the Property in the Office of the Recorder for the County of Los Angeles, and that in the event that the recordation of this Agreement against the Property tS challenged, the indemnification and defense covenant of Huntington set forth hereinabove shall be applicable to any and all such challenges as if such challenges were subject to the indemmfication and defense covenant of Huntington set forth in Section 4 herein above SECTION 6 APPLICABILITY OF CITY PROCEDURES AND REOUIREMENTS TO LAND USE APPLICATIONS The Applicants understand and agree that notwithstanding any term or proviSIOn of this Agreement, the Ctty by entering mto this Agreement is not obligated to approve, and shall not be deemed to have approved, any land use application with respect to the Property including, without limitation, any applicatIOn for approval by the City of a specific plan The Applicants shall be required to follow all applicable State and local laws and regulations with respect to the submission of applications for land use approvals for the Property Any approval by the City of any land use application for the Property shall be subject to all public hearings and other procedures and findings required by law SECTION 7 GOVERNING LAW This Agreement shall be governed by the laws of the State of California Venue for any court or admimstrative proceeding brought with respect to the enforcement ofthts Agreement shall be in Los Angeles County IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above CITY OF ARCADIA APPLICANTS "E D I , LLC" _lUt\~ By William R Kelly Ctty Manager Its Dated. 1/1,4- ,2004 v~L z , Le" By City Clerk Its APPROVED AS TO FORM ~~~ Stephen P Deitsch City Attorney 04 3311428 3 \V CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT State of California } County of lco"5 ~C)('~t'" ~.~ ss On T before me, personally appeared J~-:~~-l i~ NabyNllc-CaIbnD j---~~~~~~ --\~~ S~",,~e~ . Namll.nd llolOl'llCer(ell,"JIlI18Oo1l,No\llryPubbci, NMTl8'\sj01 SlgTleT\ ) Dl:l;>ersonally known to me o proved to me on the basIs of satisfactory eVidence to be the person~ whose nameW <@are subscnbed to the within Instrument and acknowledged to me that ~shelthey executed the same In @Iherllhe" authonzed capaclty~), and that by ~erlthe" slgnature~ on the Instrument the personfi(, or \he entity upo half of which the persont)( acted, execute t Instrum t OPTIONAL Though the mformatlon below IS not reqUired by law, It may prove valuable to persons relymg on the document and could prevent fraudulent removal flnd reattachment of this form to another document Description of Attached Document Title or Type of Document Document Date Slgner(s) Other Than Named Above Capacity(ies) Claimed by Signer Signer's Name o Individual o Corporate Officer - Title(s) o Partner - 0 limited 0 General o AttorneY'ln.Fact o Trustee o Guardian or Conservator o Other Signer Is Representing Number of Pages . Top of thumb here Cl999NabOtlalNolaryAs.soaatlOO 9350DeSotoA...e,PO Box~ Chal$WOl'lh,CA.91313-2402-_lllltoonalnolaryorg 04 3311428 Prod No 5807 RMlI'dlIr CallToII-FrMl-8OO-.!17lH1827 SEE EXHIBIT A ~I' , LEGAL DESCRIPTION I I THAT PORTION OF LOT 5 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN 1 THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTy, DESCRIBED AS FOLLOWS: I , i I I i , BEGINNING AT A POINT IN THE SOUTllBASTERLY LINE OF SAID LOT 5, DISTANT THEREON SOUTH 380 33' WEST 163.93 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LOT, SOUTH 380 33' WEST 671.58 FEET; THENCE NORTH 510 27' WEST 307.71 FEET, MORE OR LESS, TO THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO HERBERT S. KAMIN, RECORDED ON JULY 3, 1936 AS INSTRUMENT NO. 435 IN BOOK 14205 PAGE 282 OF OFFICIAL RECORDS, OF SAID COUNTY, THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID LOT 5, NORTH 380 33' EAST 60 FEET, TO THE MOST EASTERLY CORNER OF SAID LAND OF KAMIN, THENCE ALONG THE NORTHEASTERLY LINE OF SAID LAND OF KAMIN, NORTH 510 27' WEST 193.80 FEET, MORE OR LESS TO TIlE SOUTHEASTERLY LINE OF HUNTINGTON DRIVE, AS DESCRIBED IN' THE DEED TO TIlE CITY OF ARCADIA, RECORDED IN BOOK 9396 PAGE 145, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHEASTERLY, SOUTH AND EAST ALONG SAID SOUTHEASTERLY AND SOUTH LINES OF SAID HUNTINGTON DRIVE, TO A LINE WHICH BRARS NORTH 51" 27' WEST AND PASSES THROUGH THE POINT OF BEGINNING, THENCE ALONG SAID LAST MENTIONED LINE, SOUTH 510 27' EAST 125,49 FEET TO THE POINT OF BEGINNING. E)(HB~IT ""A" .' !' 04 331142~ ( -