HomeMy WebLinkAbout2373 ORDINANCE NO. 2373
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
ARCADIA APPROVING A DEVELOPMENT AGREEMENT
WITH NEW WORLD INTERNATIONAL, LLC RELATING TO
THE HUNTINGTON PLAZA MIXED USE PROJECT
LOCATED AT 117-129 E. HUNTINGTON DRIVE AND 124-
134 WHEELER AVENUE
WHEREAS, to strengthen the public planning process, encourage private
participation in comprehensive planning and reduce the economic risk of development,
the Legislature of the State of California adopted Government Code Sections 65864 et
seq. (the "Development Agreement Statute") which authorizes cities to enter into
agreements for the development of real property with any person having a legal or
equitable interest in such property in order to establish certain development rights in such
property; and
WHEREAS, in accordance with the Development Agreement Statute, the City of
Arcadia (the "City") has enacted regulations encompassed in Arcadia Municipal Code
Section 9107.11.010 (the "Development Agreement Regulations") to implement
procedures for the processing and approval of development agreements in accordance
with the Development Agreement Statute; and
WHEREAS, in accordance with the Development Agreement Statute and the
Development Agreement Regulations, New World International, LLC, a California limited
liability company (the "Developer") has applied to the City for certain land use entitlements
and a development agreement for the development of the Huntington Plaza Mixed Use
Project, a new mixed use development consisting of two buildings that would include a
total of 139 residential condominium units, 10,200 square feet of ground floor commercial
space and a subterranean parking structure (the "Project"); and
WHEREAS, on August 18, 2020, the City adopted a Mitigated Negative
Declaration for the Project (the "Mitigated Negative Declaration"), finding there is no
substantial evidence in support of a fair argument that the proposed Project will have a
significant, adverse impact on the environment with the mitigation measures proposed;
and
WHEREAS, the City Council adopted Resolution No. 7331, which approved Minor
Use Permit No. 20-04, Major Administrative Modification No. Major AM 20-11,
Architectural Design Review No. ADR 18-05, and Vesting Tentative Tract Map No. TTM
19-01 (82734) for the Project (the "Project Entitlements"); and
WHEREAS, Developer desires to carry out the development of the Project
consistent with the General Plan and the Development Agreement and the vested
entitlements referenced therein; and
WHEREAS, the Development Agreement will assure both the City and the
Developer that the Project will proceed as proposed and that the public improvements
and other amenities and funding obligations of the Developer will be accomplished as
proposed; and that the Project can proceed without disruption caused by a change in City
planning and development policies and requirements, which assurance will thereby
reduce the actual or perceived risk of planning, financing and proceeding with
construction of the Project and promote the achievement of the private and public
objectives of the Project; and
WHEREAS, the Planning Commission of the City held a duly noticed public
hearing on July 14, 2020, on the Mitigated Negative Declaration, Project Entitlements and
the Development Agreement, during which public hearing the Planning Commission
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received comments from the Developer, City staff, and members of the general public
and recommended by a vote of 3-2 that City Council adopt the Mitigated Negative
Declaration and approve the Project Entitlements and the Development Agreement; and
WHEREAS, pursuant to Section 65867 of the Government Code and Section
9108.13 of the Arcadia Municipal Code, the City Council held a duly noticed public hearing
on August 18, 2020, on the Mitigated Negative Declaration, Project Entitlements and the
Development Agreement, during which public hearing the City Council received
comments from the Developer, City staff, and members of the general public.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES ORDAIN AS FOLLOWS:
SECTION 1. This Ordinance incorporates, and by this reference makes a part
hereof, the Development Agreement attached hereto as Exhibit "A", subject to the
provisions of Section 5 hereof.
SECTION 2. This Ordinance is adopted under the authority of Government Code
Section 65864 et seq., and pursuant to the Development Agreement Regulations.
SECTION 3. In accordance with the Development Agreement Regulations, the
City Council hereby finds and determines, as follows:
(a) The Development Agreement is in the best interests of the City because it
helps to achieve several of the City's primary goals related to development
in Downtown Arcadia. Starting with the 2010 General Plan Update, the City
Council has prioritized Downtown Arcadia as a major land use focus area,
and a location appropriate for new development. Along with that, the
preservation and enhancement of parking to support Downtown businesses
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and visitors has also been a goal. The Development Agreement provides a
means for the City to replace a City parking lot with the same amount of
parking, facilitate the development of a major revitalization project for the
Downtown, and realize an economic benefit in receiving funds for the sale
of the property. Through the required parking easement, the Development
Agreement provides a means for the City to protect and enhance its parking
resource, and effectuate the General Plan's goal of a vibrant, walkable
downtown through the construction of over 10,000 square feet of new
commercial floor area, along with 139 residential units.
(b) The Development Agreement is consistent with the purpose, intent, goals,
policies, programs, and land use designations of the General Plan, any
applicable specific plan, the City's Development Code, and the Zoning Map.
The uses contemplated for the Project as described in the Development
Agreement are consistent with the land use designations in the General
Plan, Development Code and Zoning Map as more particularly described in
finding (d), below, and the Project will further the intent, goals policies and
programs of the General Plan for the reasons described in finding (a),
above, and finding (f), below.
(c) The Development Agreement will promote the public convenience, health,
interest, safety, general welfare, and good land use practice for the following
reasons. The Project as proposed promotes the goals and policies of the
City's General Plan and is compatible with the Development Code in terms
of land use regulations. As such, it is based on sound land use practice. In
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addition, several years ago, the City adopted the "City Center Design Plan",
a document that established design guidelines, massing recommendations,
streetscape details, and other design components to guide the revitalization
and redevelopment of the Downtown. This Project is based on the City
Center Design plan, and incorporates many of the tenants of that Plan,
including the "tiering" of the height of structure from Huntington Drive to
ensure compatibility with surrounding developments, and the placement of
the most vertical elements to the rear of the site along Wheeler Avenue.
The Project also consolidates parking as recommended by the plan and
provides pedestrian connectivity to and through the site.
The Development Agreement is an integral part of the Project because it
requires that the public convenience and necessity be served through the
inclusion of public parking into the Project. The associated parking
easement will ensure that this parking remains public and is maintained
over time.
(d) The Project is compatible with the uses authorized in, and the regulations
prescribed for, the zone in which the real property upon which the Project
will be constructed is located. The property is split between two zoning
designations, Downtown Mixed-Use and Central Business District. The
General Plan Land Use and Community Design Element provides guidance
for the types of projects expected in these zones. For the Central Business
District area, the General Plan states that this designation, "..allows mixed-
use development with a density of 80 du/acre and a 1.0 Floor Area Ratio".
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"This commercial designation is intended to encourage a strong pedestrian-
oriented environment that provides a variety of retail and service uses,
restaurants, and neighborhood-serving commercial uses that complement
development in the Downtown Mixed-Use areas. In order to provide the
residential population that is required to support the uses in the Downtown
and around the Metro Gold Line Transit station, residential uses in a mixed-
use development are permitted above ground floor commercial."
Similar language can be found in the Downtown Mixed-Use Zone,
which also goes on to state, "Development approaches encourage shared
use of parking areas and public open spaces, pedestrian travel ways, and
interaction of uses within the district."
With regard to the Zoning Code, the proposed Project is compatible
with all of the regulations within the two Zones in question. The Project fits
within the prescribed height, FAR, density, setbacks, parking and the full
range of development standards found within these two zones.
(e) The Project will not adversely affect the orderly development of property or
the preservation of property values. The proposed Project will inject a
substantial investment into Downtown Arcadia, an investment that will
increase the value of surrounding properties. The public parking lot that is
being removed as part of this Project would certainly be an impact to the
surrounding businesses and impact orderly development in the area if it was
not going to be replaced. However, the 55 parking spaces that are in this
particular public parking lot will be replaced within the parking structure for
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this Project. Additionally, a condition of approval has been added to the
recommendation that requires leased parking during the period of
construction, which will ensure that there is a parking resource available for
surrounding properties during construction.
(f) The Project will further important Citywide goals and policies that have been
officially recognized by the Council. The Arcadia General Plan provides the
following goal for Downtown Arcadia:
Goal LU-10: A thriving Downtown, with healthy commercial areas supported
by high-quality, residential uses and supportive of the Metro Gold Line
transit station.
To achieve this goal, a number of polices are provided in the General Plan
that the proposed Project directly effectuates and supports. They include:
• Policy LU-10.1 — Provide diverse housing, employment, and cultural
opportunities in Downtown, with an emphasis on compact, mixed-use,
transit and pedestrian oriented development patterns that are
appropriate to the core of the City.
• Policy LU-10.9 — Connect various activity areas and plazas via
sidewalks, paseos and pedestrian alleys to create a comprehensive
pedestrian network.
• Policy LU-10-10 — Establish a "park once" system in Downtown with a
collection of shared surface and parking structures.
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• Policy LU-10.13 — Recognize that well-designed public open spaces are
vital to the success of Downtown. Work with private developers and
landowners to facilitate the construction of such spaces.
By providing housing, commercial uses, an open plaza, and shared parking,
the Project meets many of the official adopted policies of the City for the
Downtown, and will help to realize the overarching goal listed as Goal LU-
10.
(g) The Project will provide the City with important, tangible benefits beyond
those that may be required by the City through Project conditions of
approval for the Project. The primary purpose for the Development
Agreement is to ensure that public parking is required for the Project. The
Project includes a surface lot containing 55 public parking spaces. These
55 spaces will be replaced in the Project's parking structure in addition to
the provision of new parking spaces for both the commercial and residential
uses proposed. In addition to the replacement of the parking, the
development will pay the City fair market value for the parking lot. The
payment agreed upon ($2.1 million) will be provided into a Downtown
Parking Fund which will be used to provide improvements or enhancements
to the City's downtown parking resource. Therefore, not only does the City
receive the replaced parking spaces on a 1:1 basis, but the funding received
for the City's surface parking lot sale will also be used for additional parking
in the future.
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SECTION 4. The foregoing findings and determinations are based upon the
following:
(a) The Recitals set forth in this Ordinance, which are deemed true and
correct;
(b) The City's General Plan;
(c) Resolution No. 7331, adopted by the City Council on August 18, 2020,
making findings as to the Mitigated Negative Declaration for the Project,
including the Statement of Findings and the Mitigation Monitoring and
Reporting Program approved by and incorporated in said Resolution, which
Resolution and exhibits are incorporated herein by reference as if set forth
in full;
(e) All City staff reports (and all other public reports and documents) prepared
for the City Council, relating to the Development Agreement and other
actions relating to the Property;
(f) All documentary and oral evidence received at public hearings or submitted
to the City during the comment period relating to the Development
Agreement, and other actions relating to the Property; and
(g) All other matters of common knowledge to the City Council, including, but
not limited to the City's fiscal and financial status; City policies and
regulations; reports, projections and correspondence related to
development within and surrounding the City; State laws and regulations
and publications.
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SECTION 5. The City Council hereby approves the Development Agreement,
attached hereto as Exhibit "A", subject further to such minor, conforming and clarifying
changes consistent with the terms thereof as may be approved by the City Manager, in
consultation with the City Attorney prior to execution thereof, including completion of
references and status of planning approvals, and completion and conformity of all exhibits
thereto.
SECTION 6. The City Manager is hereby authorized and directed to perform all
acts authorized to be performed by the City Manager in the administration of the
Development Agreement pursuant to the terms of the Development Agreement.
SECTION 7. If any section, subsection, sentence, clause, phrase or portion of this
Ordinance is for any reason held invalid or unconstitutional, such decision shall not affect
the validity of the remaining portions of this Ordinance.
SECTION 8. This Ordinance shall become effective on and after the thirtieth
(30th) day following its adoption.
SECTION 9. The Mayor shall sign, and the City Clerk shall certify to the passage
and adoption of this Ordinance and shall cause the same, or the summary thereof, to be
published and posted pursuant to the provisions of applicable law.
[SIGNATURES ON NEXT PAGE]
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Passed, Approved and adopted this 1st of September, 2020.
e.Z;f4f.
Mayor o e City of Arcadia
ATTEST:
' �Cerk' �
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF ARCADIA )
I, GENE GLASCO, City Clerk of the City of Arcadia, hereby certifies that the
foregoing Ordinance No. 2373 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 1st day of September, 2020 and that said Ordinance was adopted by
the following vote, to wit:
AYES: Beck, Cheng, and Tay
NOES: None
ABSENT: Chandler
Council Member Verlato was recused from the vote.
y Clerk of th-City of Arcadia
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EXHIBIT "A"
Huntington Plaza Development Agreement
[Inserted behind this cover page]
Recorded at request of: )
Clerk, City Council )
City of Arcadia )
)
When recorded return to: )
City of Arcadia )
240 W. Huntington Dr. )
Arcadia, CA 91006 )
Attention: City Clerk )
)
Exempt from Filing Fees, Government Code Section 6103
DEVELOPMENT AGREEMENT
Mixed Use Development Project
between
CITY OF ARCADIA,
a California municipal corporation and charter law city
and
NEW WORLD INTERNATIONAL,LLC,
a California limited liability company
24347.00635\32302048.3
DEVELOPMENT AGREEMENT
This Development Agreement (hereinafter "Agreement") is entered into as of this _
day of _, 2020 for reference purposes only, by and among the City of
Arcadia, a California municipal corporation and charter law city(hereinafter"City"),New World
International,LLC,a California limited liability company ("Owner").
RECITALS
WHEREAS, City is authorized to enter into binding development agreements with
persons having legal or equitable interests in real property for the development of such property,
pursuant to the Development Agreement Act and the Development Agreement Resolution; and
WHEREAS, Owner is the fee simple owner of that certain real property, located at 117-
129 E. Huntington Drive, and 124-134 Wheeler Avenue, Arcadia, California, comprising
approximately 1.74 acres as described in the Legal Description and as shown on the Site Plan;
and
WHEREAS, the Property is currently developed with a mix of commercial buildings and
surface parking areas, and includes a public surface parking lot consisting of 55 public parking
spaces; and
WHEREAS, Owner has proposed a project consisting of two buildings that contain 139
residential units, 10,200 square feet of ground floor commercial/retail space, and subterranean
and surface parking comprising 350 parking spaces, 55 of which will be dedicated as public
parking spaces in perpetuity, all as shown on the Site Plan and described more fully herein and in
the Entitlements(the"Project"); and
WHEREAS, Owner and City desire to enter into a development agreement with respect
to the Project; and
WHEREAS, the terms and conditions of this Agreement have undergone extensive
review by City, its Planning Commission and its City Council and have been found to be fair,
just and reasonable; and
WHEREAS, the best interests of the citizens of the City and the public health, safety and
welfare will be served by entering into this Agreement; and
WHEREAS, all of the procedures of the CEQA have been satisfied based on an initial
study as a result of which certain additional focused studies evaluating the environmental
impacts of the Project have been completed and the City has made certain findings and
determinations that this Agreement and the Project can be supported by a Mitigated Negative
Declaration, in compliance with the requirements of CEQA;and
WHEREAS, this Agreement and the Project are consistent with the Arcadia
Comprehensive General Plan; and
WHEREAS, all actions taken and approvals given by City have been duly taken or
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approved in accordance with all applicable legal requirements for notice, public hearings,
findings,votes, and other procedural matters; and
WHEREAS, development of the Project in accordance with this Agreement and the
additional consideration provided by the Owner under Section 4 hereof will provide substantial
benefits to City, including the availability of additional services to the residents of the City,
preservation of public parking on the Property in perpetuity, substantially increased property tax
and sales tax to be received by City, schools, and special districts and the furtherance of
important policies and goals of City; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the
orderly Development of the Property, ensure progressive installation of necessary improvements,
provide for public services appropriate to the Development of the Project and generally serve the
purposes for which Development Agreements under the Development Agreement Act and the
Development Agreement Resolution are intended.
COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,the parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. The following terms when used in this Agreement shall be defined as
set forth below.
1.1.1 "Agreement"means this Development Agreement.
1.1.2 "Applicable Land Use Regulations" means the Land Use Regulations in
effect on the Effective Date.
1.1.3 "Applicable Rules" means this Agreement, the Entitlements, the
Applicable Land Use Regulations, and the Development Agreement Resolution in effect as of
the Effective Date.
1.1.4 "CEQA" means the California Environmental Quality Act (Cal. Public
Resources Code sections 21000 et seq.) and the State CEQA Guidelines (Cal. Code Regs., Title
14, sections 15000 et seg.).
1.1.5 "CEQA Compliance Documents" means that certain Mitigated Negative
Declaration ("MND") for the Huntington Plaza Project, based on an Initial Study ("IS"),
additional focused studies evaluating the environmental impacts of the Project, the associated
mitigation, monitoring and reporting program ("MMRP") and the City's findings and
determinations with respect thereto.
1.1.6 "City" means the City of Arcadia, a California municipal corporation and
charter city.
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1.1.7 "City Agency" means each and every agency, department, board,
commission, authority, employee, or official acting under the authority of the City, including
without limitation the City Council and Planning Commission.
1.1.8 "City Council"means the City Council of the City.
1.1.9 "Development" or"Develop" means the act of constructing the structures,
improvements and facilities comprising the Project including, but not limited to: grading; the
construction of infrastructure and public facilities related to the Project whether located within or
outside the Property; the construction of buildings and structures; and the installation of
landscaping. "Development" or "Develop" does not include the act of maintaining, repairing,
reconstructing or redeveloping any building, structure, improvement or facility after the initial
construction and completion thereof.
1.1.10 "Development Agreement"means this development agreement.
1.1.11 "Development Agreement Act" means Government Code sections 65864
through 65869.5.
1.1.12 "Development Agreement Resolution" means Resolution No. 6469,
adopted July 19, 2005, pursuant to which the City has adopted procedures and requirements for
considering development agreements.
1.1.13 "Development Exaction" means any requirement imposed by the City as a
condition of the Entitlements such as the dedication of land,the construction of improvements or
public facilities, the providing of facilities, services, or economic concessions or the payment of
any Development Impact Fee in order to lessen, offset, mitigate, or compensate for the impacts
of the Development of the Project on the environment or other public interests.
1.1.14 "Development Impact Fee"means a monetary exaction, other than a tax or
special assessment, whether characterized as a fee or a tax and whether established for a broad
class of projects by legislation of general applicability or imposed on a specific project on an ad
hoc basis, that is charged by a local agency to the applicant in connection with approval of a
development project for the purpose of defraying all or a portion of the cost of public facilities
related to the Project, and, for purposes of this Agreement only, includes fees collected under
development agreements adopted pursuant to the Development Agreement Act. Development
Impact Fees do not include (a) Processing Fees and Charges or (b) impact fees, linkage fees,
exactions, assessments or fair share charges or other similar fees or charges imposed by other
governmental entities and which the City is required to collect or assess pursuant to applicable
law(e.g., school district impact fees pursuant to Government Code Section 65995).
1.1.15 "Discretionary Action" means an action proposed by Owner that requires
the exercise of judgment, deliberation,or a decision on the part of the City or any City Agency in
the process of approving or disapproving a particular activity, as distinguished from an activity
such as the issuance of Ministerial Permits and Approvals, which merely requires the City or any
City Agency to determine whether there has been compliance with applicable statutes,
ordinances and/or regulations.
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1.1.16 "Effective Date" means the date on which the ordinance approving and
authorizing this Agreement has become effective.
1.1.17 "Entitlements" is defined in Section 2.7 and includes any Subsequent
Development Approvals.
1.1.18 "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations and official policies of City adopted by ordinance or resolution governing the
development and use of land, including, without limitation, the Development Agreement
Resolution, the Subdivision Code and any other ordinance or resolution governing the permitted
use of land, the density or intensity of use, subdivision requirements, the maximum height and
size of proposed buildings, the provisions for reservation or dedication of land for public
purposes, the design, the improvement and construction standards and specifications applicable
to the Development of the Project. "Land Use Regulations" does not include any City ordinance,
resolution,code, rule, regulation or official policy, governing:
(a) The conduct of businesses, professions, and occupations except
subdivisions;
(b) The taxes and assessments;
(c) The control and abatement of nuisances;
(d) The exercise of the power of eminent domain.
1.1.19 "Legal Description" means the legal description of the Property attached
hereto as Exhibit"A"and incorporated herein by reference.
1.1.20 "Lender" means any lender who provides funds for the construction of the
Project, or parts thereof, and takes a security interest in an asset other than the Property or
Project(e.g., a security interest in the ownership interest of Owner in the Property or Project).
1.1.21 "Ministerial Permits and Approvals" means the permits, approvals, plans,
inspections, certificates, documents, licenses, and all other actions required to be taken by the
City in connection with the implementation of the Entitlements, which actions merely require the
City or any City Agency to determine whether there has been compliance with applicable
statutes, ordinances and/or regulations, including without limitation, building permits, public
works permits, grading permits, encroachment permits and other similar permits and approvals.
Ministerial Permits and Approvals shall not include any Discretionary Actions.
1.1.22 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a
deed of trust or a Lender or any other security-device lender (including any secured creditor or
financier),and their successors and assigns.
1.1.23 "Owner" means New World International, LLC, a California limited
liability company, and all successors or assigns of the Property, or any part thereof, permitted
hereunder.
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1.1.24 "Parking Easement" means the Access and Parking Easement Agreement
to be entered into by and between the City and Owner as a condition of this Agreement to
provide the City access to and use of 55 parking spaces on the Property in perpetuity. The
Parking Easement shall be in form attached hereto as Exhibit"C" and incorporated herein by this
reference.
1.1.25 "Processing Fees and Charges" means fees and charges imposed by the
City to cover the estimated actual costs to the City of processing applications for permits or other
entitlements or for monitoring the applicant's compliance with the City's issued or granted
approval, including, without limitation, fees for zoning variances; zoning changes; use permits;
building inspections; building permits; grading permits; encroachment permits; tract maps,
parcel maps; lot line adjustments, air right lots; street vacations; certificates of occupancy; filing
and processing applications, and petitions filed with the local agency formation commission or
conducting preliminary proceedings or proceedings under the Cortese-Knox-Hertzberg Local
Government Reorganization Act of 2000, Division 3 (commencing with Section 56000) of Title
5 of the Government Code; the processing of maps under the provisions of the Subdivision Map
Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or
planning services under the authority of Chapter 3 (commencing with Section 65100)of Division
1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383,
57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code,
Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public
Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be
amended or superseded, including by amendment or replacement. Processing Fees and Charges
shall not include Development Impact Fees or any exaction, impact fee, sharing fee or other fee
or charge that is in the nature of a Development Impact Fee.
1.1.26 "Project" means the development of the mixed use development
consisting of two buildings that will contain 10,200 square feet of ground floor commercial uses
and 139 residential units and associated subterranean and surface level parking totaling 350
parking spaces, 55 of which shall be set aside as public parking spaces.
1.1.27 "Property" means the real property described in the Legal Description and
shown on the Site Plan.
1.1.28 "Public Parking" means the 55 parking spaces that will be constructed on
the Property as public parking, which shall be accessed and used by the public in perpetuity
pursuant to the terms of the Parking Easement. The location and other specifications of the
Public Parking shall be set forth in the Parking Easement.
1.1.29 "Reserved Powers" means the rights and authority excepted from the
assurances and rights provided to Owner under this Agreement and reserved to City under
Section 3.2 of this Agreement.
1.1.30 "Site Plan" means the approved plans for Development of the Property as
set forth in Exhibit"B"attached hereto and incorporated herein by reference.
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1.1.31 "Subdivision Code" means Article IX, Chapter 1 of the Arcadia Municipal
Code.
1.1.32 "Subsequent Development Approvals" means those certain actions taken
by the City after the Effective Date, whether Discretionary Actions or Ministerial Permits and
Approvals, in connection with the implementation, amendment, and/or modification of the
Entitlements.
1.1.33 "Term" is defined in Section 2.3.
1.1.34 "Transfer" in defined in Section 2.4.1.
1.1.35 "Transferee" is defined in Section 2.4.1.
1.1.36 "Transferor" means any transferor of the Property or any part thereof
pursuant to Section 2.4.
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement. The Property is hereby made subject to this
Agreement. Development of the Project is hereby authorized and shall be carried out in
accordance with the terms of the Applicable Rules.
2.2 Interest in Property. Owner represents and warrants that, as of the date of
execution of this Agreement, Owner owns the fee simple interest in the respective portions of the
Property as identified in the Exhibits.
2.3 Term. The term ("Term") of this Agreement shall commence on the Effective
Date, and shall continue for ten (10)years, unless cancelled or terminated as provided herein.
2.4 Assignment.
2.4.1 Right to Assign. Owner shall have the right to sell, transfer, or assign the
Property, in whole or in part, (provided that any such transfer shall be in compliance with the
Subdivision Map Act, Government Code section 66410, et m. and shall also include a transfer
of the applicable portion of the Property ("Transfer") to any person or entity ("Transferee")) at
any time during the Term of this Agreement; provided, however, that any sale, transfer, or
assignment shall be made in strict compliance with the following:
(a) As a condition precedent to any transfer, at least ninety (90) days
prior to the effectiveness of any Transfer, Owner shall notify City, in writing, of such proposed
Transfer and shall provide City with an executed agreement ("Assignment and Assumption
Agreement"), in a form reasonably acceptable to City, by the Transferee and providing therein
that the Transferee expressly agrees to be bound by the terms of this Agreement. The City shall
have the right to approve or reject any such Transferee in the City's sole and absolute discretion.
2.4.2 Release of Transferee. Upon any Transfer made in compliance with this
Section 2.4, Owner shall not be obligated under this Agreement with respect to the transferred
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portion of the Project, and the Transferee shall not be obligated under this Agreement with
respect to those portions of the Project that are not transferred to the Transferee. After any such
Transfer,the term "Owner" shall refer to the Transferee as to the Transferred Property.
2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or
canceled in whole or in part only in the manner provided for in Government Code Section 65868
and the Development Agreement Resolution. This provision shall not limit any remedy of City
or Owner as provided by this Agreement.
2.6 Termination. This Agreement shall be deemed terminated and of no further effect
upon the occurrence of any of the following events:
(a) Expiration of the Term.
(b) Entry of a final judgment setting aside, voiding, or annulling the
adoption of the ordinance approving this Agreement.
(c) The adoption of a referendum measure in accordance with
applicable laws overriding or repealing the ordinance approving this Agreement.
(d) Termination of this Agreement based on any default of any Owner
(except as provided herein) and following the termination proceedings required by this
Agreement.
Termination of this Agreement shall not constitute termination of the Entitlements or Land Use
Regulations applicable to the Property or the Project; provided, however, that upon any such
termination, the City shall retain all rights and powers that would otherwise be applicable to the
City in the absence of this Agreement to amend, modify, or revoke the Entitlements, Land Use
Regulations, or both. Upon the termination of this Agreement, no party shall have any further
right or obligation hereunder except with respect to any obligation to have been performed prior
to such termination or with respect to any default in the performance of the provisions of this
Agreement that has occurred prior to such termination or with respect to any obligations that are
specifically set forth as surviving this Agreement.
Any default by any Owner or its successors and assigns under this Agreement shall not constitute
grounds for the termination of the rights, duties, and obligations of any Owner or its successors
and assigns with respect to any other part of this Agreement.
2.7 City's Procedures and Actions/Entitlements.
(a) Planning Commission Action. On July 14, 2020, as required by
California Government Code Section 65867, the Planning Commission held a duly noticed
public hearing review, and made a recommendation to the City Council regarding, the following
land use entitlements (collectively,the"Entitlements"):
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(1) Minor Use Permit No. MUP 20-04;
(2) Major Administrative Modification No. Major AM 20-11
(3) Architectural Design Review No. ADR 18-05;
(4) Vesting Tentative Tract Map No. TTM 19-01 (82734): and
(5) CEQA Compliance Documents
On July 14, 2020, as required by the Development Agreement Act and the
Development Agreement Resolution, the Planning Commission held a duly noticed public
hearing to consider, and made a recommendation to the City Council regarding,this Agreement.
(b) City Council Actions. On August 18, 2020 the City Council held a
duly noticed public hearing to consider the Entitlements, this Agreement, and the CEQA
compliance Documents. On August 18, 2020, the City Council approved Entitlements, this
Agreement, and the CEQA Compliance Documents.
2.8 Notices.
2.8.1 As used in this Agreement, "notice" includes, but is not limited to, any
payment,the communication of notice, request, demand, approval, statement, report, acceptance,
consent,waiver,appointment,or other communication required or permitted hereunder.
2.8.2 All notices shall be in writing and shall be considered given either: (i)
when delivered in person to the recipient named below; or (ii) on the date of delivery shown on
the return receipt, after deposit in the United States mail in a sealed envelope as either registered
or certified mail with return receipt requested, and postage and postal charges prepaid, and
addressed to the recipient named below; or (iii) on the date shown on the document as received
by the recipient after transmission by facsimile to the recipient named below; or(iv) on the date
shown on the document/file as sent by the sender after transmission by electronic mail. All
notices shall be addressed as follows:
If to City: City of Arcadia
240 West Huntington Dr.
Arcadia,CA 91066
Attn: City Manager
Telephone: (626) 574-5401
Facsimile: (626)446-5729
E-mail: dlazzaretto@ci.arcadia.ca.us
Copy to: Arcadia City Attorney
Best Best&Krieger LLP
2855 East Guasti Road, Suite 400
Ontario, CA 91761
Telephone: (909)989-8584
Facsimile: (909)944-1441
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E-mail: Stephen.Deitsch@bbklaw.com
If to Owner: New World International, LLC
Attn: Andy Yong Zhang
2334 Golden Springs Drive, Suite 200
Diamond Bar, CA 91765
Phone: 951-907-9888
E-mail: andy@newworldint.com
With a copy to: Ogletree Deakins
Attn: Robert R. Roginson
400 South Hope Street, Suite 1200
Los Angeles, CA 90071
Phone: 213-239-9045
E-mail: robert.roginson@ogletree.com
Either party may, by notice given at any time, require subsequent notices to be
given to another person or entity, whether a party or an officer or representative of a
party, and/or to a different address or e-mail address. Notices given before actual receipt
of notice of change shall not be invalidated by the change.
3. DEVELOPMENT OF THE PROPERTY.
3.1 Vested Rights to Develop.
3.1.1 Project Entitlements/Density. Owner and its successors or assigns of the
Property permitted hereunder are hereby granted the vested right to develop the Project in
accordance with the Entitlements, subject to the terms and conditions of the Applicable Rules
and the Reserved Powers. Without limiting the foregoing, the permitted uses, density, intensity
of use, maximum height and size of proposed buildings, the construction, installation and
extension of public improvements, development guidelines and standards, implementation
program for processing subsequent entitlements, and other conditions of Development of the
Property shall be those set forth in the Entitlements. The parties intend that this Agreement,
together with the Entitlements, shall serve as the definitive and controlling document for all
subsequent actions,discretionary or ministerial, related to the Development and occupancy of the
Project,except as expressly provided herein.
3.1.2 Minor Revisions. The parties acknowledge that refinement and further
development of the Project will require minor revisions from time to time. Unless otherwise
required by law, as determined in City Council's reasonable discretion, a change to the
Entitlements shall be deemed "minor", shall be processed in accordance with this Section 3.1.2,
and shall not require an amendment to this Agreement or any further public notice or hearing
(including any hearing before the City Council, Planning Commission, or other body of the City)
provided such change does not result in any of the items listed in (a) through (e) below
occurring.
(a) Alter the permitted uses of the Property as a whole; or,
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(b) Increase the density or intensity of use of the Property as a whole; or,
(c) Delete a requirement for the reservation or dedication of land for public
purposes within the Property as a whole, including but not limited to the
dedication of the Parking Easement as provided for in Section 4 of this
Agreement; or,
(d) Constitute a project requiring a subsequent or supplemental environmental
impact report pursuant to Section 21166 of the Public Resources Code; or,
(e) Constitute an action for which notice or hearing, or both, is required by the
Due Process clauses of the U.S. or California Constitution.
3.1.3 Subsequent Development Approvals. The City shall not require Owner to
obtain any Subsequent Development Approval that is not required by the Applicable Rules or the
Reserved Powers. City hereby agrees that it shall not unreasonably withhold or further condition
its approval of any Discretionary Action relating to Subsequent Development Approvals.
3.1.4 Moratoria. In the event an ordinance, resolution, or other measure is
enacted, whether by action of the City, the qualified voters, by initiative, or otherwise, which
relates to the rate, amount, timing, sequencing, or phasing purportedly applying to the
Development of the Project on all or any part of the Property or the implementation or
construction of the Project, City agrees that, unless required by applicable state law, such
ordinance, resolution, or other measure shall not apply to the Project, Property or this
Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved
Powers.
3.1.5 Project Development. Development of the Property shall be subject to all
timing and phasing requirements established by this Agreement.
3.2 Reservation of Rights.
3.2.1 Limitations, Reservations, and Exceptions. Notwithstanding any other
provision of this Agreement, the following regulations shall apply to the Development of the
Project as and to the extent that such regulations apply generally to similar developments
proposed or approved within the City of Arcadia:
(a) Development Impact Fees, Processing Fees and Charges, which shall be
levied and charged based on the amount in effect at the time the payment required to be made by
the Owner.
(b) Procedural regulations relating to hearing bodies, petitions, applications,
notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of
procedure; provided such regulations do not unreasonably and materially interfere with the
development rights granted to Owner hereunder.
(c) Written regulations, policies, and rules approved by the City governing
engineering and construction standards and specifications applicable to public and private
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improvements, including, without limitation, all uniform codes adopted by the City and any local
amendments to those codes adopted by the City, including, without limitation, the City's
Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, and Grading
Code.
(d) Written regulations approved by the City that may be in material conflict
with this Agreement but that are reasonably necessary to protect the residents of the Project or
the immediate community from a condition perilous to their health or safety. To the extent
possible, any such regulations shall be applied and construed so as to provide Owner with the
rights and assurances provided under this Agreement.
(e) Written regulations approved by the City that are not in material conflict
with the Applicable Rules or the rights granted under Agreement. Without limiting the
foregoing, any regulation, whether adopted by initiative or otherwise, limiting the rate or timing
of Development of the Property shall be deemed to materially conflict with the Applicable Rules
and shall therefore not be applicable to the Development of the Project.
(f) Written regulations approved by the City that are in material conflict with
the Applicable Rules; provided Owner has given written consent to the application of such
regulations to Development of the Property, or the Project, or any Phase.
(g) Written regulations approved by the City that impose, levy, alter, or
amend fees, charges, or Land Use Regulations relating to consumers or end users, as opposed to
Development, such as, without limitation, trash can placement, service charges and limitations
on vehicle parking;provided, however,that no such fees, charges, or Land Use Regulations shall
materially interfere with or impose an adverse material burden upon the rights granted to Owner
or its consumers or end users under this Agreement.
3.2.2 Modification or Suspension by State or Federal Law. In the event that
State, County, or Federal laws or regulations, enacted after the Effective Date of this Agreement,
prevent or preclude compliance with one or more of the provisions of this Agreement, such
provision(s) of this Agreement shall be modified or suspended as may be necessary to comply
with such State, County, or Federal laws or regulations; provided, however, that this Agreement
shall remain in full force and effect to the extent it is not inconsistent with such laws or
regulations and to the extent such laws or regulations do not render such remaining provisions
impractical to enforce.
3.2.3 Intent. The parties acknowledge and agree that City is restricted in its
authority to limit certain aspects of its police power by contract and that the limitations,
reservations and exceptions contained in this Agreement are intended to reserve to City all of its
police power that cannot, by law, be expressly so limited. To this end, this Agreement shall be
construed, contrary to its stated terms if necessary, to reserve to City all such power and
authority that, by law, cannot be so restricted. This Agreement is intended to limit the City's
authority to adopt, amend, or otherwise alter the Applicable Rules during the Term, but not
thereafter.
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3.3 Regulation by Other Public Agencies. It is acknowledged by the parties that other
public agencies, not within the control of City, possess authority to regulate aspects of the
Development of the Property separately from the City. This Agreement does not limit the
authority of such other public agencies. Nothing contained in this Agreement shall be construed
as limiting, in any way, the authority of the City to impose on the Project any new or increased
development impact fees, linkage fees, exactions, assessments, fair share charges, or other
similar fees or charges adopted by any other public agency,but collected by the City.
4. PUBLIC BENEFITS—PARKING EASEMENT.
4.1 Intent. The parties acknowledge and agree that Development of the Property
could result in the reduction of needed public parking in the City's downtown area and further
acknowledge and agree that this Agreement confers substantial private benefits on Owner that
should be balanced by commensurate public benefits, including ensuring continued availability
of public parking on the Property. Accordingly,the parties intend to provide consideration to the
public to balance the private benefits conferred on Owner by requiring the Owner, on its own
behalf and on behalf of all successors in interest to the Property or any portion thereof,to provide
55 public parking spaces on the Property in perpetuity, to ensure that there is no loss of existing
public parking as a result of the development of the Property.
4.2 Parking Easement. Within thirty (30) days following the Effective Date of this
Agreement, Owner and City shall enter into and record in the official records of Los Angeles
County the Parking Easement to provide the City access and use on behalf of the public of the
Public Parking to be developed on the Property as part of the Project. The Parking Easement
shall be in a senior lien position to any security interest or other liens recorded against the
Property by any private party. The Parking Easement shall be in the form attached hereto as
Exhibit"C".
4.3 Parking Obligations Incorporated into CC&Rs. Owner shall additionally ensure
that the obligations to maintain and repair the Public Parking, and to maintain insurance in
accordance with the terms of the Parking Easement, and a mechanism to ensure adequate
funding to satisfy such obligations shall be incorporated into the CC&Rs prepared for the
development of the Property,to the reasonable satisfaction of the City.
4.4 Maintenance of Public Parking Prior to Construction. Owner covenants and
agrees that the 55 public parking spaces that are located on the Property as of the Effective Date
of this Agreement shall be maintained and available to the public until such time that Owner
obtains a building permit for all or part of the construction of the Project.
4.5 Completion of Public Parking.
4.5.1 Prior to issuance of a building permit for all or any portion of the Project,
Owner shall deliver to City a performance bond, issued by a reputable bonding company
licensed to do business in California, and reasonably acceptable to Landlord, each in an amount
not less than One Hundred Ten Percent (110%) of the Public Parking Costs, to be payable to the
City and to be conditioned upon the faithful performance of any and all work required to be done
for the completion of the Public Parking. Said bond shall be further conditioned to the effect
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that, should all work required to be done hereby not be completed within the time specified in
Section 4.5.2 below, the City may, at its option, cause all uncompleted work to be done and the
parties executing the bond shall be formally bound for the payment of all necessary costs
therefor.
4.5.2 Owner shall ensure that the Public Parking completed and available to the
public no later than 24 months following issuance of the first building permit for construction of
the Project.
4.5.3 In the event that Owner fails to complete the Public Parking within the
time provided for in Section 4.5.2 above, the bonding company providing the performance bond
under Section 4.5.1 shall have the duty to take over and complete the Public Parking herein
specified. However, if within fifteen (15) days after the servicing upon it of such notice of
breach, the bonding company does not give City written notice of its intention to take over the
performance of the contract, and does not commence performance thereof within twenty (20)
days after notice to such election, City may take over the work required to complete the Public
Parking and prosecute the same to completion, by contract or by any other method City may
deem advisable, for the account and at the expense of Owner and the bonding company shall be
liable to City for any excess cost or damages occasioned City thereby.
4.5.4 The remedies set forth in this Section 4.5 applicable to the completion of
the Public Parking shall be in addition to the Remedies set forth in Section 5 of this Agreement,
and the process set forth in Section 4.5.3 hereof shall apply in the event Owner fails to complete
the Public Parking as provided herein.
5. DEFAULT AND REMEDIES.
5.1 Remedies in General. It is acknowledged by the parties that City would not have
entered into this Agreement if it were to be liable in damages under this Agreement, or with
respect to this Agreement or the application thereof. In general, each of the parties hereto may
pursue any remedy at law or equity available for the breach of any provision of this Agreement,
except that City shall not be liable in damages to Owner, or to any successor in interest of
Owner, or to any other person, and Owner, on behalf of itself and its successors and assigns
covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action that arises out of this
Agreement; or
(b) For the taking, impairment, or restriction of any right or interest conveyed or
provided under or pursuant to this Agreement;or
(c) Arising out of or connected with any dispute, controversy, or issue regarding the
application or interpretation or effect of the provisions of this Agreement.
5.2 Specific Performance. The parties acknowledge that money damages and
remedies at law generally are inadequate and specific performance and other non-monetary relief
are particularly appropriate remedies for the enforcement of this Agreement and should be
available to all parties for the following reasons:
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(a) Money damages are unavailable against City as provided in Section 5.1 above.
(b) City is entering into this Agreement in reliance on Owner ensuring that the public
parking required herein shall be made available to the public in perpetuity, and parking in
the downtown area is a finite resource that is not easily replaceable.
(c) Due to the size, nature, and scope of the Project, it may not be practical or
possible to restore the Property to its natural condition once implementation of this
Agreement has begun. After such implementation, Owner may be foreclosed from other
choices it may have had to utilize the Property or portions thereof. Owner has invested
significant time and resources and performed extensive planning and processing of the
Project in agreeing to the terms of this Agreement and will be investing even more
significant time and resources in implementing the Project in reliance upon the terms of
this Agreement, and it is not possible to determine the sum of money which would
adequately compensate Owner for such efforts.
5.3 Release. Except for non-damage remedies, including the remedy of specific
performance and judicial review, Owner, for itself, its successors, and assignees, hereby releases
the City, its officials, officers, agents, and employees from any and all claims, demands, actions,
or suits of any kind or nature arising out of any liability, known or unknown, present or future,
including,but not limited to,any claim or liability based or asserted pursuant to Article I, Section
19 of the California Constitution,the Fifth Amendment of the United States Constitution, or any
other law or ordinance which seeks to impose any other liability or damage whatsoever upon the
City because it entered into this Agreement or because of the terms of this Agreement.
5.4 Default of Owner.
5.4.1 City may terminate or modify this Agreement for any failure of Owner to
perform any material duty or obligation of Owner under this Agreement, or to comply in good
faith with the terms of this Agreement (a "Default"); provided, however, City may terminate or
modify this Agreement pursuant to this Section only after providing written notice to Owner of
Default setting forth the nature of the Default and the actions, if any, required by Owner to cure
such Default and, where the Default can be cured, Owner has failed to take such actions and cure
such Default within 120 days after the effective date of such notice or, in the event that such
Default cannot be cured within such 120 day period but can be cured within a longer time, has
failed to commence the actions necessary to cure such Default within such 120 day period and to
diligently proceed to complete such actions and cure such Default. Without limiting the nature
of the foregoing, any one or more of the following events will constitute a"Default"by Owner:
(a) Failure of Owner to enter into the Parking Easement and record
said Parking Easement against the Property in the time set forth in this Agreement;
(b) Failure of the Owner to complete and make the Public Parking
available as provided herein, provided however that in the event the Owner fails to complete the
Public Parking as provided herein the remedies set forth in Section 4.4 of this Agreement shall
apply;
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(c) Default by Owner in the observance of any of the other
agreements, conditions, representations, covenants or warranties on its part in the Entitlements,
this Agreement,or the Parking Easement; or
(d) The filing by Owner of a voluntary petition in bankruptcy, or
failure by Owner promptly to lift any execution, garnishment or attachment, or adjudication of
Owner as bankrupt, or assignment by Owner for the benefit of creditors, or the entry by Owner
an agreement of composition with creditors, or the approval by a court of competent jurisdiction
of petition applicable to Owner in any proceedings instituted under the provisions of the Federal
Bankruptcy Code, as amended, or under any similar acts which may hereinafter be amended.
5.4.2 City may, in lieu of terminating this Agreement and seeking damages
against owner for failure to provide the required parking, seek specific performance based on
Owner's failure to comply with one or more of the following obligations of this Agreement.
5.5 Default of City. Owner may terminate this Agreement only in the event of a
default by City in the performance of a material term of this Agreement and only after providing
written notice to City of default setting forth the nature of the default and the actions, if any,
required by City to cure such default and, where the default can be cured, City has failed to take
such actions and cure such default within 120 days after the effective date of such notice or, in
the event that such default cannot be cured within such 120 day period but can be cured within a
longer time, has failed to commence the actions necessary to cure such default within such 120
day period and to diligently proceed to complete such actions and cure such default.
6. LITIGATION.
6.1 General Plan Litigation. City has determined that this Agreement is consistent
with its Comprehensive General Plan, as such General Plan exists as of the Effective Date
("General Plan"), and that the General Plan meets all requirements of law. Owner has reviewed
the Plans and concurs with City's determination. City shall have no liability in damages under
this Agreement for any failure of City to perform under this Agreement or the inability of any
Owner to develop the Property as contemplated by this Agreement as the result of any judicial
determination that, as of the Effective Date, or at any time thereafter, the Plans, or any portions
thereof, are invalid or inadequate or not in compliance with applicable law.
6.2 Third Party Litigation Concerning Agreement. Owner shall defend, at its
expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officers, and
employees from any claim, action, or proceeding brought by a third party against City, its agents,
officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the
Entitlements, except any such claim, action, or proceeding based on the General Plan. City shall
promptly notify Owner of any claim, action, proceeding, or determination included within this
Section 6.2, and City shall cooperate in the defense. If City fails to promptly notify Owner of
any such claim, action, proceeding, or determination, or if City fails to cooperate in the defense,
Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City. City may,
in its discretion, participate in the defense of any such claim, action, proceeding, or
determination, at its own expense.
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6.3 Environmental Assurances. Owner shall indemnify and hold City, its officers,
agents, and employees free and harmless from any liability, based or asserted, upon any act or
omission of Owner, and as long as there is no contributory act by City its officers, agents,
employees, subcontractors, predecessors in interest, successors, assigns, or independent
contractors, for any violation of any federal, state, or local law, ordinance, or regulation relating
to industrial hygiene or to environmental conditions on, under, or about the Property, including,
but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense,
including attorneys' fees, City, its officers, agents, and employees in any action based or asserted
upon any such alleged act or omission. City may in its discretion participate in the defense of
any such action.
6.4 Reservation of Rights. With respect to Section 6.1 herein, Owner reserves, and
with respect to Sections 6.2 and 6.3 herein, City reserves,the right to approve the attorney(s)that
the indemnifying party selects, hires, or otherwise engages to defend the indemnified party
hereunder,which approval shall not be unreasonably withheld.
6.5 Challenge to Entitlements. By accepting the benefits of this Agreement, Owner,
on behalf of itself and its successors in interest, hereby expressly agrees and covenants not to sue
or otherwise challenge any Land Use Regulation or Entitlements affecting the Property and in
effect as of the Effective Date except to the extent any such Land Use Regulation and/or
Entitlement may be improperly or illegally applied to Owner. Such agreement and covenant
includes, without limitation, the covenant against any direct suit by Owner or its successor in
interest, or any participation, encouragement, or involvement whatsoever that is adverse to City
by Owner or its successor in interest, other than as part of required response to lawful orders of a
court or other body of competent jurisdiction.
7. MISCELLANEOUS PROVISIONS.
7.1 Recordation of Agreement. This Agreement and any amendment or cancellation
thereof shall be recorded with the Los Angeles County Recorder by the Clerk of the City Council
within ten (10)days after the City enters into the Agreement, in accordance with Section 65868.5
of the Government Code. If the parties to this Agreement or their successors in interest amend or
cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein
for failure of the Owner to comply in good faith with the terms and conditions of this Agreement,
the City Clerk shall have notice of such action recorded with the Los Angeles County Recorder.
7.2 Entire Agreement. This Agreement sets forth and contains the entire
understanding and agreement of the parties, and there are no oral or written representations,
understandings, or ancillary covenants, undertakings, or agreements that are not contained or
expressly referred to herein. No testimony or evidence of any such representations,
understandings, or covenants shall be admissible in any proceeding of any kind or nature to
interpret or determine the terms or conditions of this Agreement.
7.3 Severability. If any term, provision, covenant, or condition of this Agreement
shall be determined invalid, void, or unenforceable, the remainder of this Agreement shall not be
affected thereby to the extent such remaining provisions are not rendered impractical to perform
taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the
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provisions of Section 4 of this Agreement and the payment of the Development Impact Fees are
essential elements of this Agreement and City would not have entered into this Agreement but
for such provisions and, therefore, in the event such provisions are determined to be invalid,
void, or unenforceable, this entire Agreement shall be null and void and of no force and effect
whatsoever.
7.4 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State of
California. This Agreement shall be construed as a whole according to its fair language and
common meaning to achieve the objectives and purposes of the parties hereto, and the rule of
construction to the effect that ambiguities are to be resolved against the drafting party shall not
be employed in interpreting this Agreement, all parties having been represented by counsel in the
negotiation and preparation hereof.
7.5 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
7.6 Singular and Plural. As used herein,the singular of any word includes the plural.
7.7 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
7.8 Waiver. Failure by a party to insist upon the strict performance of any of the
provisions of this Agreement by the other party, or the failure by a party to exercise its rights
upon the default of the other party, shall not constitute a waiver of such party's right to insist and
demand strict compliance by the other party with the terms of this Agreement thereafter.
7.9 Third Party Beneficiaries. This Agreement is made and entered into for the sole
protection and benefit of the parties and their successors and assigns. No other person shall have
any right of action based upon any provision of this Agreement.
7.10 Force Majeure. In addition to specific provisions of this Agreement,performance
by either party hereunder shall not be deemed to be in default, or considered to be a default,
where delays or defaults are due to the force majeure events of war, insurrection, strikes,
lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy,
epidemics, quarantine restrictions, freight embargoes or lack of transportation, weather-caused
delays, inability to secure necessary labor, materials, or tools, delays of any contractors,
subcontractor, or supplier, which are not attributable to the fault of the party claiming an
extension of time to prepare, or acts or failure to act of any public or governmental agency or
entity. An extension of time for any such force majeure cause shall be for the period of the
enforced delay and shall commence to run from the date of occurrence of the delay; provided
however, that the party that claims the existence of the delay has first provided the other party
with written notice of the occurrence of the delay within ten (10) days of the commencement of
such occurrence of delay. The inability of the Owner to obtain a satisfactory commitment from
one or more construction lender(s) for the Development of the Project or to satisfy any other
condition of this Agreement relating to the Development of the Project shall not be deemed to be
a force majeure event or otherwise provide grounds for the assertion of the existence of a delay
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under this Section. The parties hereto expressly acknowledge and agree that changes in either
general economic conditions or changes in the economic assumptions that may have provided a
basis for entering into this Agreement and that occur at any time after the execution of this
Agreement, are not force majeure events and do not provide any party with grounds for asserting
the existence of a delay in the performance of any covenant or undertaking that may arise under
this Agreement. Each party expressly assumes the risk that changes in general economic
conditions or changes in such economic assumptions relating to the terms and covenants of this
Agreement could impose an inconvenience or hardship on the continued performance of such
party under this Agreement, but that such inconvenience or hardship is not a force majeure event
and does not excuse the performance by such party of its obligations under this Agreement.
7.11 Mutual Covenants. The covenants contained herein are mutual covenants. In
addition, the covenants contained herein also constitute conditions precedent to the concurrent or
subsequent performance by the party benefited thereby.
7.12 Successors in Interest. The burdens of this Agreement shall be binding upon, and
the benefits of this Agreement shall inure to, all successors in interest to the parties to this
Agreement, including, without limitation, any and all Hotel Condominium Unit Owners. All
provisions of this Agreement shall be enforceable as equitable servitudes and constitute
covenants running with the land. Each covenant to do or refrain from doing some act hereunder
with regard to Development of the Property: (a) is for the benefit of and is a burden upon every
portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding
upon each party, each of Owner's assignees and successors in interest, during their respective
ownership of the Property or any portion thereof.
7.13 Counterparts. This Agreement may be executed by the parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the parties
had executed the same instrument.
7.14 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by a party hereto for the purpose of enforcing, construing, or determining
the validity of any provision of this Agreement shall be filed and tried in the Superior Court of
the County of Los Angeles, State of California, and the parties hereto waive all provisions of law
providing for the filing,removal, or change of venue to any other court.
7.15 Project as a Private Undertaking. It is specifically understood and agreed by and
between the parties hereto that the Development of the Project is a private undertaking, that
neither party is acting as the agent of the other in any respect hereunder, and that each party is an
independent contracting entity with respect to the terms, covenants, and conditions contained in
this Agreement. No partnership,joint venture, or other association of any kind is formed by this
Agreement. The only relationship between City and Owner is that of a government entity
regulating the development of private property and the owner of such property.
7.16 Further Actions and Instruments. Each of the parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the
performance of all obligations under this Agreement and the satisfaction of the conditions of this
Agreement. Upon the request of either party at any time, the other party shall promptly execute,
- 18-
24347.00635\32302048.3
with acknowledgment or affidavit if reasonably required, and file or record such required
instruments and writings and take any actions as may be reasonably necessary under the terms of
this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to
evidence or consummate the transactions contemplated by this Agreement.
7.17 Eminent Domain. No provision of this Agreement shall be construed to limit or
restrict the exercise by City of its power of eminent domain.
7.18 Agent for Service of Process. In the event Owner is not a resident of the State of
California or is an association, partnership, or joint venture without a member, partner, or joint
venturer resident of the State of California, or is a foreign corporation, then in any such event,
Owner shall file with the Development Services Director, upon its execution of this Agreement,
a designation of a natural person residing in the State of California, giving his or her name,
residence, and business addresses, as its agent for the purpose of service of process in any court
action arising out of or based upon this Agreement, and the delivery to such agent of a copy of
any process in any such action shall constitute valid service upon such party. If for any reason
service of such process upon such agent is not feasible, then in such event such party may be
personally served with such process out of this County and such service shall constitute valid
service upon such party. Owner is amenable to the process so served, submits to the jurisdiction
of the Court so obtained and waives any and all objections and protests thereto. Owner for itself,
assigns, and successors hereby waives the provisions of the Hague Convention (Convention on
the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20
U.S.T. 361, T.I.A.S. No. 6638). Copies of any service of process served on Owner shall be
provided to any permitted assignee of such party signed in accordance with Section 2.4 of this
Agreement.
7.19 Authority to Execute. The person or persons executing this Agreement on behalf
of each party warrants and represents to the other that he or she/they has/have the authority to
execute this Agreement on behalf of his or her/their corporation, partnership, or business entity
or the City, as the case may be, and further warrants and represents that he or she/they has/have
the authority to bind City or such Owner, as the case may be, to the performance of the
respective party's obligations hereunder.
7.20 Days. Any referenced in this Agreement to the term "day" shall mean calendar
days,or any portion thereof.
- 19-
24347.00635'32302048.3
IN WITNESS WHEREOF,the parties hereto have executed this Development
Agreement on the last day and year set forth below.
"OWNER"
NEW WORLD INTERNATIONAL. LLC,
a California limited liability company
By:
Print Name:
Date:
By:
Print Name:
Date:
"CITY"
CITY OF ARCADIA,a California municipal
corporation and charter law city
By:
Roger Chandler,Mayor
Date:
ATTEST:
By:
Linda Rodriguez
Assistant City Clerk
APPROVED AS TO LEGAL FORM:
BEST BEST& KRIEGER LLP
City Attorney
-20-
24347.00635\32302048.3
EXHIBIT"A"
Legal Description of the Property
[Attached behind this page]
Exhibit"A"
24347 00635\32302048.3
PARCEL 1:
LOTS 25 TO 30 INCLUSIVE, BLOCK 75 OF MAP OF A PART OF 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 COUNTY RECORDER OF SAID COUNTY.
APNs: 5773-010-018 THRU 021; 5773-010-901
REFERNCES:
R1: 4' WIDE PUBLIC UTILITY EASEMENT TO SCE PER DEED RECORDED JANUARY 19,
1973 AS INSTRUMENT NO. 2607 OF OFFICIAL RECORDS.
PARCEL 2:
LOTS 5, 6, 7 AND 8, BLOCK 75 OF MAP OF A PART OF SANTA ANITA TRACT, IN THE CITY
OR 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 COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE EAST 10 FEET OF SAID LOT 8.
ALSO EXCEPT THE SOUTHERLY 15 FEET OF SAID LOTS 5, 6, 7 AND 8 THEREOF
CONDEMNED TO CITY OF ARCADIA FOR STREET AND HIGHWAY PURPOSES BY DEED
RECORDED NOVEMBER 6, 1995 IN BOOK 13761, PAGE 210, OF OFFICIAL RECORDS.
APNs: 5773-010-007 AND 5773-010-008
REFERENCES:
R1: BLOCK 75, MAP OF A PART OF ARCADIA SANTA ANITA TRACT, M.R. 15/89-90.
R2: 15' WIDE PROPERTY DEEDED TO CITY OF ARCADIA FOR STREET AND HIGHWAY
PURPOSES PER DEED RECORDED NOVEMBER 6, 1955 IN BOOK 13761, PAGE 210 OF
OFFICIAL RECORDS.
EXHIBIT"B"
Site Plan
[Attached behind this page]
Exhibit"B"
24347.00635\32302048.3
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LEVEL 1(GROUND LEVEL)PLAN NEW WORLD
HUNTINGTON PLAZA I ARCHITECTURAL DESIGN REVIEW I INTERNATIONAL I HUMPHREYS&PREMIERS
rmav rPREMIERS ARCHITECTS.L.P.
KM CP INVESTMENT LLC ••• r l. a 1.11.111.1111.1•1
EXHIBIT "C"
Parking Easement
[Attached behind this page]
24347.00635\32302048.3
Recording Requested by and When
Recorded Mail to:
City of Arcadia
240 W. Huntington Dr.
Arcadia, California 91006
Attn: City Clerk
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
ACCESS AND PARKING EASEMENT AGREEMENT
This Access and Parking Easement Agreement ("Agreement") is entered into as of this
day of , 2020 ("Effective Date"), by and between the City of
Arcadia, a California municipal corporation and charter law city ("City") and New World
International,LLC ("Owner") (each, individually, a"Party" and collectively the"Parties").
RECITALS
A. City was the owner of certain real property located on the south side of Wheeler
Avenue, east of First Avenue in the City of Arcadia, County of Los Angeles, State of California,
that City used as surface parking lot consisting of fifty-five (55) parking spaces (the "City
Parcel"). Owner desired to purchase the City Parcel from City to be used as part of a mixed use
development consisting of 10,200 square feet of ground floor commercial uses, 139 residential
units, and subterranean and surface parking consisting of 350 spaces, the development of which
was approved by the City Council pursuant to Minor Use Permit No. MUP 20-04, Major
Administrative Modification No. Major AM 20-11, Architectural Design Review No. ADR 18-
05, and Vesting Tentative Tract Map No. TTM 19-01 (82734), and a Development Agreement
(the"Project").
B. City was willing to sell the City Property to Owner, provided that the Owner
would ensure as part of the Project that 55 parking spaces would be available for public use in
perpetuity.
C. Owner is the owner of certain real property in the City of Arcadia, Los Angeles
County, California, as legally described in Exhibit A, attached hereto and incorporated herein by
reference (the "Property"). The Property, which includes the City Parcel, is located generally in
between Wheeler Avenue and Huntington Drive in the City of Arcadia, as shown on the Map of
the Site,Exhibit B.
D. As part of the Project, Owner desires, on behalf of itself and all successors and
assigns to all or part of the Property, to set aside 55 parking spaces on the Property for public
use,and provide the public access to said parking spaces.
E. The Owner desires to provide public access and parking rights on the Parcel to
24347.00635\32302508.4
the City as set forth in this Agreement.
NOW THEREFORE,the Parties agree as follows:
AGREEMENT
1. Parking Easement. Owner, as grantor, hereby grants to the City for the benefit of
the public, a nonexclusive easement for the passage and parking of passenger vehicles in the
Parking Easement Area (as defined below), which shall be improved with 55 surface parking
spaces for public parking, three of which shall be handicapped parking spaces ("Parking
Easement"). "Parking Easement Area" initially means and refers to the area so designated as
shown on the Initial Map of the Site, Exhibit B. Unless and until the issuance of the first building
permit for the Project, the City shall have access to the Parking Easement Area as shown on the
Initial Map of the Site in accordance with the terms of this Agreement. The Parties agree that
following the issuance of the first building permit for the construction of the Project,the Parking
Easement Area shall be reconfigured and shall thereafter refer to the area so designated as shown
on the Final Map of the Site, Exhibit C. The new 55 surface parking spaces for public parking
which shall be constructed in the Parking Easement Area as shown on Exhibit C shall be
constructed in the manner as set forth in the plans and specifications which shall be appended as
an administrative amendment to this Agreement as Exhibit D (the "Parking Specifications") at
the time of issuance of the first building permit for the Project, and shall thereafter be
incorporated herein. The Parking Easement Area may be further relocated within the Property by
the mutual written agreement of the Owner and the City.
2. Access Easement. Owner, as grantor, hereby grants to the City for the benefit of
the public a nonexclusive easement for vehicular and pedestrian ingress, egress and access in,
over and across the Access Easement Area ("Access Easement"). "Access Easement Area"
means and refers to the area so designated as shown on the Final Map of the Site, Exhibit C. The
Access Easement Area may be relocated within the Property by the mutual written agreement of
the Owner and the City.
3. Access Easement Area and Parking Easement Area Maintenance and Repair.
Owner shall maintain and repair the Access Easement Area and the Parking Easement Area as
listed in Section 3.1 through 3.4 below. These obligations shall be the joint and several
obligations of all subsequent owners of the Property or any portion thereof.
3.1 Paved Areas. Maintain all paved surfaces and curbs in the Access
Easement Area and Parking Easement Area, which shall only include cleaning, sweeping, re-
striping, repainting, and resurfacing, using surfacing material of a quality equal to or superior to
the original surfacing material.
3.2 Traffic Signs and Markers. Placing, keeping in good repair, replacing, and
repainting any appropriate directional signs, markers and lines in the Access Easement Area and
Parking Easement Area.
3.3 Storm Drains. Maintaining, cleaning, repairing and replacing the storm
drains located in the Access Easement Area and the Parking Easement Areas.
3.4 Lighting and Landscaping. Maintaining, cleaning, repairing and replacing
all lighting and landscaping located in the Access Easement Area and the Parking Easement
Area.
4. Parking Meters. In the event that the City decides to install parking meters or
other forms of parking management systems within the Parking Easement Area, which may be
installed at the sole and absolute discretion of the City, the City shall be responsible for
maintaining, cleaning, repairing and replacing all parking meters, and Owner hereby grants the
City access to the Access Easement Area and the Parking Easement Area for such purposes.
5. Owner Insurance. Owner shall obtain and keep in force during the term of this
Agreement a policy of commercial general liability insurance with broad form general liability
endorsement in an amount not less than Five Million and No/100 Dollars ($5,000,000.00) per
occurrence of bodily injury and property damage combined for the Property, including the
Access Easement Area and the Parking Easement Area, against the risks of bodily injury,
property damage and personal injury liability, and shall name City as an additional insured. In
the event that the Property is divided into multiple parcels which are sold as part of the
development of the Project, the responsibility to maintain insurance as provided herein shall
accrue to the Owner or successor(s) to Owner that owns the underlying fee to the Access
Easement Area and the Parking Easement Area.
6. City Insurance. City shall obtain and keep in force during the term of this
Agreement a policy of commercial general liability insurance with broad form general liability
endorsement in an amount not less than Five Million and No/100 Dollars ($5,000,000.00) per
occurrence of bodily injury and property damage combined or an equivalent amount through self
insurance or pooled risk groups that covers the Access Easement Area and Parking Easement
Area, against the risks of bodily injury,property damage and personal injury liability.
7. No Obstructions/Interference. Owner shall not unreasonably interfere with the
public's use of the Access Easement Area or the Parking Easement Area. Except as otherwise
provided for herein, walls, fences, or barriers of any sort or kind shall not be constructed or
maintained by Owner within the Access Easement Area or Parking Easement Area; provided,
however, that reasonable traffic controls as may be necessary to guide and control the orderly
flow of traffic or for security purposes may be installed so long as the access driveways to the
Access Easement Area are not closed, blocked, restricted or otherwise adversely altered in a
manner that would substantially impair the traffic circulation in the Access Easement Area or the
passage and parking in the Parking Easement Area, as set forth in the presently designated
configuration as shown in Exhibit B or the configuration that will apply following the issuance
of the first building permit for the Project as shown in Exhibit C, or as otherwise mutually agreed
to by Owner and the City.
8. Public Use. It is the express intent of the Owner that the Access Easement Area
and the Parking Easement Area shall be made available for use by the general public, without
limitation or restriction, other than as may be lawfully imposed by the City on public property,
through the adoption of an ordinance or resolution, and in accordance with the terms of this
Agreement.
9. Covenants To Run With Land. Each of the covenants, conditions or restrictions in
this Agreement shall run with the land, and shall bind successive Owners of the Parcel, for the
benefit of each Owner of such Parcel.
10. Indemnification. Except for and to the extent of either Party's gross negligence or
willful misconduct, each Party covenants and agrees to indemnify, defend and hold the other
Party and its officers, officials, agents, employees and independent contractors harmless from
and against any and all claims, demands, actions or proceedings, damages, liabilities, costs,
expenses (including reasonable attorneys' fees, expert witness fees and other expenses, and costs
of suit incurred in connection with such claims) arising from or related to: (1) disputes related to
title to, ownership of, use of, and/or the scope of the Access Easement Area and/or Parking
Easement Area or the Access Easement or Parking Easement and(2)the injury to or death of any
person, or damage to the property of any other person or entity, which occurs on the Parcel
arising out of a permissible use of the Access Easement or Parking Easement by the
indemnifying Party or as a result of the indemnifying Party's failure to comply with the terms of
this Agreement.
11. Amendment and Termination of Agreement. Notwithstanding anything to the
contrary herein, a breach of this Agreement shall not entitle either Party to cancel, rescind, or
otherwise terminate this Agreement, but such provision shall not affect in any manner any of the
other rights or remedies which such Party may have under law or in this Agreement including,
but not limited to,those arising by reason of any breach of this Agreement. This Agreement may
only be amended or terminated by the mutual written agreement of the Parties or as otherwise
provided by law, and the City's non-use of one (1) or more of the Easements granted under this
Agreement shall not terminate the Easement on the basis of not being used or be deemed an
abandonment of any such Easement.
12. Default and Remedies.
12.1 Default. Upon any material breach of any provision of this Agreement by
either Party, the non-breaching Party may serve written notice describing such breach to the
breaching Party. If such breach is not cured within ten (10) days after such written notice, such
breaching Party shall be in default of this Agreement; provided, however,that if the nature of the
breach is such that it cannot be reasonably cured within this 10-day period, then the breaching
Party's commencement of a cure during this 10-day period, and its diligent prosecution of a cure
thereafter, shall not be considered a default. An act of condemnation by any public entity shall
not be considered a default under this Agreement.
12.2 Remedies. A default under this Agreement may be enforced by either
Party. The non-defaulting Party shall have all remedies at law or in equity, including, without
limitation,the right to perform such obligation on behalf of such defaulting Party and the right to
be reimbursed by such defaulting Party for the cost of performance thereof,together with interest
at the maximum rate allowed by law.
12.3 Failure to Enforce is Not a Waiver. The failure of either Party to insist
upon the strict performance of any covenant, condition, or restriction in this Agreement shall not
be construed as a waiver of any future breach of such provisions.
13. General Provisions.
13.1 Attorneys' Fees. In the event that any legal action or proceeding is
instituted to interpret or enforce this Agreement,the prevailing Party shall be entitled to its costs,
including reasonable attorneys' fees and all other expenses incurred.
13.2 Relief from Obligations. In the event Owner sells, transfers or otherwise
conveys its fee interest in all or a portion of the Property(collectively, "conveyance"), upon such
conveyance the Owner shall be automatically freed from and relieved of any and all liability
under this Agreement with respect to any obligation thereafter to be performed with respect to
the Property or portion thereof so conveyed and such obligations shall be assumed by the Party
to whom all or a portion of the Property is conveyed. It is intended that the agreement and
obligations contained in this Agreement on the part of each Party shall be binding on such Party
only with respect to the obligations that are to be performed during its ownership of the Property
(or portion thereof or interest therein); therefore, the conveying Party shall remain liable for any
obligations incurred under this Agreement prior to the date on which its ownership of the
Property (or portion thereof or interest therein) is conveyed.
13.3 Successors. This Agreement is and shall be binding upon and shall inure
to the benefit of each of the Parties hereto and their respective successors, assigns, heirs,
administrators,executors and legal representatives.
13.4 Governing Law. This Agreement is governed by the laws of the State of
California.
13.5 Duration. Unless otherwise cancelled or terminated, all the Easements
granted in this Agreement shall continue in perpetuity.
13.6 Entire Agreement. This Agreement contains the entire agreement of the
Parties relative to the matters provided for herein.
13.7 Notices. All notices under this Agreement shall be in writing and sent by
(a) certified or registered mail, return receipt requested, in which case notice shall be deemed
delivered three(3)business days after deposit,postage prepaid in the United States Mail, (b)by a
nationally recognized overnight courier, in which case notice shall be deemed delivered one
business day after deposit with that courier, or (c) telecopy or similar means, if a copy of the
notice is also sent by United States Mail, as follows:
City City of Arcadia,
240 West Huntington Dr.
Arcadia, CA 91066
Attn: City Manager
Owner New World International,LLC
Attn: Andy Yong Zhang
2334 Golden Springs Drive, Suite 200
Diamond Bar, CA 91765
13.8 Counterparts. This instrument may be executed in counterpart originals,
all of which together when executed, shall be deemed to be one (1) instrument.
IN WITNESS WHEREOF,the Parties hereto executed this Agreement on the date first
above written.
CITY:
CITY OF ARCADIA, a California
municipal corporation and charter law city
By:
Roger Chandler
Mayor
ATTEST:
Date:
Linda Rodriguez
Assistant City Clerk
APPROVED AS TO LEGAL FORM:
BEST BEST&KRIEGER LLP
By:
City Attorney
OWNER:
NEW WORLD INTERNATIONAL, LLC
a California limited liability company
By:
Its:
By:
Its:
Date:
Exhibit A
Legal Description of the Property
[Attached behind this page]
PARCEL 1:
LOTS 25 TO 30 INCLUSIVE, BLOCK 75 OF MAP OF A PART OF 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 COUNTY RECORDER OF SAID COUNTY.
APNs: 5773-010-018 THRU 021; 5773-010-901
REFERNCES:
R1: 4'WIDE PUBLIC UTILITY EASEMENT TO SCE PER DEED RECORDED JANUARY 19,
1973 AS INSTRUMENT NO. 2607 OF OFFICIAL RECORDS.
PARCEL 2:
LOTS 5, 6, 7 AND 8, BLOCK 75 OF MAP OF A PART OF SANTA ANITA TRACT, IN THE CITY
OR 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 COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE EAST 10 FEET OF SAID LOT 8.
ALSO EXCEPT THE SOUTHERLY 15 FEET OF SAID LOTS 5, 6, 7 AND 8 THEREOF
CONDEMNED TO CITY OF ARCADIA FOR STREET AND HIGHWAY PURPOSES BY DEED
RECORDED NOVEMBER 6, 1995 IN BOOK 13761, PAGE 210, OF OFFICIAL RECORDS.
APNs: 5773-010-007 AND 5773-010-008
REFERENCES:
R1: BLOCK 75, MAP OF A PART OF ARCADIA SANTA ANITA TRACT, M.R. 15/89-90.
R2: 15'WIDE PROPERTY DEEDED TO CITY OF ARCADIA FOR STREET AND HIGHWAY
PURPOSES PER DEED RECORDED NOVEMBER 6, 1955 IN BOOK 13761, PAGE 210 OF
OFFICIAL RECORDS.
Exhibit B
Initial Map of the Site
[Showing locations of the Public Parking at the time of recordation of this Agreement]
[Attached behind this page]
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Exhibit C
Final Map of the Site
[Showing locations of the Property,Assessment Easement Area,and Parking Easement Area that
apply following commencement of the Project]
[Attached behind this page]
WHEELER AVE.
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Exhibit D
Parking Specifications
[Plans and Specifications for the Public Parking]
[To be appended to this Agreement at the time of Building Permit Issuance]
24347.00635\32302508.4
ACKNOWLEDGMENTS
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On , 20_, before me, ,a
notary public,personally appeared ,who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of
which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On , 20_, before me, , a
notary public,personally appeared ,who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of
which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
24347.00635132302048.3