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HomeMy WebLinkAboutFIESTA MARKETPLACE PARTNERS (4)edi ►r" AccordingR M4Jn1ty R-OycP Muatad 4y !hg 6BRo. AW �. ��• POW - RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: OT-101TIS The Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 EXEMPT C�5 AMENDMENT TO REL:adg-4A 1/5/87 RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA ■945AM FEB 25'87 DISPOSITION AND DEVELOPMENT AGREEMENT Q��R THIS AMENDMENT, made and entered into this Jtl�t day of , 1980, by and between the Community "r Redevelopment Agency of the City of Santa Ana ("Agency") and Fiesta Marketplace Partners, a limited partnership ("Redeveloper") Recitals: W- I--T-N-E-S- S-E-T-H A. Agency and Redeveloper have entered into that certain "Disposition and Development Agreement," dated August 20, 1985, recorded on November 7, 1985 in the Official Records of Orange County, California as Document No. 85-432141, which agreement is hereinafter referred to as the "D.D.A." B. Agency and Redeveloper do now desire to amend the D.A.A. in certain particulars. WHEREFORE, in consideration of their mutual and respective promises, and subject to the terms and conditions of the D.D.A. as hereby amended, the parties hereto do hereby agree as follows: 1. Section 216 of the D.D,A. is amended to read as follows: 11 1. [9216] Redeveloper's Purchase Price The funds necessary for the Agency to (1).acquire any Participant Parcel other than "P-2" or "P-7" by purchase or eminent domain, including, but not limited, to costs, filing fees, witness fees, deposits necessary to obtain orders of possession and the satisfaction of judgments, (2) relocate the occupants therefrom, (3) place the Participant Parcel in any condition required by this Agreement, (4) pay administrative costs directly related to the acquisition and disposition of such Participant Parcel (ex- clusive of compensation for Agency or City staff services, in- cluding attorney fees and overhead costs), and (5) otherwise perform its obligations to acquire and dispose of such Participant Parcel(s) (hereinafter referred to collectively as "Agency costs with respect to Participant Parcels)"), shall be funded by Re- developer. Redeveloper agrees to make funds available for "Agency costs with respect to Participant Parcel(s)" to Agency as herein- after provided. Redeveloper agrees to purchase Participant Parcel "P-2", (202-210 East Fourth Street) and "P-7" (316-320 East Fourth Street) together for a total purchase price of $560,000.00. 2. Section 228 of the D.D.A. is amended to read as follows: P. [5228] Redevelopment of Participant Parcels. Redeveloper agrees to rehabilitate and redevelop any and all Participant Parcel(s) which Redeveloper acquires pursuant -2- to Section 214"consistent with the Site Masterplan. Redeveloper agrees to commence rehabilitation and redevelopment of any such parcel within sixty (60) days after its acquisition by Redeveloper. 3. The D.D.A. is amended by adding a section, to be numbered 229 thereto, which said section reads as follows: Q. [§2291 Facade Easement on Parcel P-2. As a condition to close of escrow on the conveyance of title to Participation Parcels P-2 and P-7 to Redeveloper by Agency, Redeveloper shall duly execute an architectural facade easement on Participation Parcel P-2 in favor of Endowment Fund of Heritage Orange County, Inc., and shall deposit the same into the escrow established for the said conveyance of.said parcels for recordation in the Official Records of Orange County, Cal- ifornia.immediately following the recordation of the deed by which Participation Parcel P-2 is conveyed to Redeveloper. Said archi- tectural facade easement shall be, in form and substance, the same as that architectural facade easement granted by Redeveloper on Sales Parcel S-4 (the "Yost Theater") and recorded in the Official Records of Orange County as document number g {v — 5 oOO O O subject to modifications mutually agreeable to Agency and Re- developer. 4. Section 303 of the D.D.A. is amended to read as follows: 112. [93031 Public Improvements -3- 8T-lD1T16 Redeveloper agrees to design and install or construct those new and/or upgraded public improvements specified in Attachment No, 9, Public Improvements, attached hereto and in- corporated herein by reference. Agency agrees to reimburse Redeveloper for costs incurred by Redeveloper in such design, installation, and construction, subject to the following conditions: (1) The design of the public improvements shall comply with City standards and specifications. (2) Redeveloper shall solicit at least three bids for each contract pertaining to the construction of the public improvements. No such contract shall be executed without the prior approval of Agency's Executive Director or his designee, which approval shall not be unreasonably withheld. Redeveloper shall provide Agency with all bids received by Redeveloper on any such contract. (3) Each'request for reimbursement shall contain a detailed statement of the costs for which reimbursement is sought, accompanied by copies of paid invoices or other appropriate documentation supporting the amounts specified in the statement. Agency shall pay each properly authenticated reim- bursement statement within thirty (30) days after its submittal to the Agency. -4- 5. Section 705 is added to the D.D.A.., to read as follows: "E. (0051 Parking Facility Construction Assessment (a) The parties hereto agree and stipulate that the Agency and the City have sold Certificates of Participation for the "City of Santa Ana Downtown Parking Facilities Project" to finance the acquisition .of land for, and the construction of, parking facilities in the downtown portion of the City, includ- ing a parking structure in the area designated as "Public Parking Area All in Attachment No. 6 to this Agreement and a surface parking lot in the area designated as "Public Parking Area B" in said Attachment. (b) Redeveloper, on its own behalf, and on behalf of its successors and assigns, covenants and agrees to pay to Agency,'on an annual basis, an assessment, as hereinafter spec- ified, to assist Agency and City in paying the debt service on the aforesaid Certificates of Participation. (c) Said annual assessment shall be either (1) an amount equal to $0.60 multiplied by the total gross floor area in all buildings located on all Sales Parcels and all Participant Parcels within the Site, as determined by the Agency, or (2) $70,000.00, whichever is greater, subject to the exceptions and limitations hereinafter set forth. -5- �T-�D�TIG (d) The obligation to pay the assessment shall commence when the aforesaid parking facilities have been completed and opened for public use, and shall continue for a period of ten (10) years thereafter. Redeveloper shall pay the assessment on each first day of June occurring during said ten (10) year period, (e) Nothing herein shall preclude Redeveloper from requiring the owners of real property within the Site, other than the Redeveloper, through covenants, conditions and restrictions applicable to such real property, from paying to Redeveloper their proportionate share of the total assessment; provided, however, that so long as Redeveloper retains an owner- ship interest in any real property located within the Site, Redeveloper shall be responsible to Agency for payment of the total assessment. (f) Nothing herein shall be construed to limit the right and ability of the Agency or the City, or any contractor retained by either of them, to impose a charge, whether denoted as rent or otherwise, for the privilege of parking in the afore- said parking facilities and to otherwise control the operation of said parking facilities, with regard to Redeveloper or any person or entity claiming under or through Redeveloper. (g) In the event Redeveloper conveys real property to any other person or entity, and as a result of such - 6- conveyance, Redeveloper ceases'to hold an ownership interest in any real property in the Site, then the covenants contained in this section shall run with the land which is the subject of such conveyance." 6. Section 706 is added to the D.D.A. to read as follows: "F. 1§2061 The Paseo In the event that the City vacates Spurgeon Street between Third Street and Fourth Street, or any part thereof, and as a result of such street vacation, Redeveloper acquires an un- encumbered -fee interest in the part so vacated, or any part thereof, Redeveloper covenants and agrees that the area to which Redeveloper thus acquires such unencumbered fee interest shall be used as an open-air market, together with uses reasonably incidental thereto, that no full enclosed building shall be constructed thereon without the prior approval of the Agency, and that open-air pedestrian access over and through said area between Third Street and Fourth Street,-and'•to buildings having access on to said area, will be preserved. The foregoing covenant shall run with the land to which it pertain and be binding on Redeveloper's successors -in - interest therein. 7. Attachment No. 8, Scope of Development, to the D.D.A. is amended to read as set forth in Exhibit A, attached hereto and incorporated herein. -7- STATE OF CALIFORNIA) SS COUNTY OF ORANGE ) ar-ioiTis On January 20, 1987 before me, the undersigned, a Notary Public in and for said State, personally appeared Daniel H. Young and Rex Swanson , personally known to me or proved to me on the basis of satisfactory evidence) to be the Chairman and Executive Director and Recording Secretary, respectively of the Community Redevelopment Agency of the City of Santa Ana, California, a public body, corporate and politic, of the State of California, and known to me to be the persons who executed the within instrument on behalf of said Agency and acknowledged to me that they executed the same. WITNESS my hand and official seal. r Si nature '-I� 1-!OAA6-5'� Robert Name (typed or printed Civil Code sec. 1191 fir` r OFFICIAL SEAL ROBER7 L DODGE Notary Public • California ORANGE COUNTY My ComNSSioa Exprres May 18. 19N N as B. Attachment No. 9, Public Improvements, is added to the D.D.A. to read as set forth,in Exhibit B, attached hereto.and incorporated herein. IN WITNESS,WHEREOF, the parties hereto have executed this Amendment the date and year first above written. ATTEST: e Rex S nson Executive Director/ Recording Secretary APPROVED AS TO FORM: E war Co per Agency LegWI Counsel STATE OF CALIFOftNIA n � l COUNTYOF ��nlV S said State, personally appea COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA Dat3iel H... You Chairman . FIESTA MARKETPLACE PARTNERS I a& 0-4� Allan Fainbarg Managing General Partner irvind M. Chase General Partner , before me, the undersigned, a Notary Public In and for Personally known to me for proved to me on the basis of satis- factory evidence) to be the person th I executed the within instrument as_ w _ p rIner(a), on behalf of t '� S OFFICIAL SEAL f� *1ABL a WlMBU6H ftftry the partnership TMfontltt therein named and acknowledged to me that the partnership executed it. t Mf►amm Ill im8. "m WITNESS m d o ficial seal, Signal _ (This area for official notarial seal) ATTACHMENT NO. 6. RELskc 09/02/86 SCOPE OF DEVELOPMENT 8T-101T16 General Scope The development shall consist of a new multi -plea theater with 3,600 square feet of adjoining retail shops and a 1,500 square .foot "food court", as well as two (2)'two-level buildings floor office 58,000 space. square feet with ground floor retail and upper In addition, the Redeveloper will rehabilitate the "Yost Theater" and the "Ritz Hotel" buildings in accordance with the approved Site Masterplan. The Redeveloper agrees to expend approximately -Five Million Dollars (t5,000,000.00) in new and rehabilitation construction. Landscaping and Pavement All areas of the Sales Parcels that are not used for buildings, driveways and parking shall be landscaped and maintained. L d ca in nay consist of grass lawns, ground covers, trees, an s p g decorative block walls and ground pavers, screenings, terraces, fountains, and other water arrangements. A permanent water sprinkler system shall be provided in all landscaped areas to insure proper maintenance. Refuse Enclosed refuse areas shall be provided at convenient locations. Signs Agency shall.permit, and Redevelopei*'"sh-all be entitled to only those signs necessary for identification and permitted by zoning standards within the Site. Redeveloper agrees to submit for Agency approval, a separate waster signing program indicating location, size, color and types of signs. l�xecutive Directorsigning or lofcation l�gencysandlbe othesubject to the approval. of the appropriate governmental agencies. utilities ,.Redeveloper shall be responsible for all utility installations on the Sales Parcels and hookups to sewers,. drains, water and gas distribution lines, electric, telephone and telegraph lines, and for hookup to all other public utility lines. All utility services on -site shall be installed underground or concealed within, buildings. No mechanical equipment or meters.shall be exposed at ground level. EXHIBIT A ' Design Objectives The development on the Sales Parcels shall show a high quality of site planning and architectural design and a pleasing, safe and welly -maintained environment conducive to an active indoor/outdoor festival shopping, entertainment and cultural center as specified in the approved Site Masterplan. All rehabilitation work shall comply with the current U.S. Secretary of the Interior Standards for Rehabilitation. Parking The Agency agrees to design and construct or cause -to be designed and constructed, parking facilities on the "Public Parking Areas" designated on Attachment No. 6, Map of Public Parking Areas. A minimum of 350 surface parking spaces shall be provided. Open Air Markets The Agency and Redeveloper, in conjunction with the City and the Downtown Santa Ana Business Association, will cooperate to develop mutually acceptable marketing, leasing, operation and revenue sharing programs for the "Mercado" and Paseo" public open-air markets located within the Site. z 4 A'ITACHIMENr NO. 9 PUBLIC TMPRWf'MMTrS 1. The following are the requirements for street improvements on the perimeter of the Fiesta Market Place, Spurgeon Street .north of Fourth Street and associated alleys. These improve- ments are to be on a separate set of improvement plans than those associated with the C:itys parking garage. A. Bush Street , 1. Remove all curb, gutter, sidewalk and -street lights from the BCR at the northeast corner of Fourth Street to the southerly property line of the -parking garage. 2. Remove all curb, gutter, sidewalk and street lights from.the BCB at the southeast corner of Fourth Street to Third Streep, including the curb return &ad sidewalk lending at the north», east corner of Bush and Third Street$. 3. Construct modified A-2-8 Theme curb and gutter at 20 feet from street centerline. 4. Construct ten foot wide Theme sidewalk from the curb face to property line from the property line of the parking structui�i southerly to the curb return at Third Street. S. Construct These circular tree wells with orna- mental grates as per Bush Street A(4) above. 6. Plant Street trees per Bush Street.A(5) above. 7. Construct ornamental Theme Street lighting per Bush, Street AM above. S. Construct a drive approach with a W-20 feet from the parking garage property'line southerly, with an A-34 feet, per Standard 112C. 9. Construct a drive approach at the alley south of Fourth Street with R starting at the existing buli,Qing to 10 feet south of the alley center- . line;• par standard 112C. 'The; flirra, •t the 'street' including x-sectioni should be 1-4 feet rider. than the established'V width. 0 10. Construct a 25 feet radius curb return at the northeast corner of Bush and Third Streets with a wheel chair access depression, spandrel and joining the•existing x-gutter southerly. 11. Construct a sidewalk landing using Theme design with a wheelchair ramp and a property line radius of 17 feet. 12. Construct paving adjacent to all new curb, gut- ter, spandrel and x-gutter as required. B. Third Street 1. Remove all curb, gutter, drive approaches, street lights and curb return at French Street except the sidewalk and curb and gutter spanning Spurgeon Street at the Paseo De Spurgeon plaza. Note: The street lights in this case are to be retained and reinstalled they should not be damaged on removal. 2. Construct Theme curb and gutter at 20 feet from street centerline as per Bush Street A(2) above from Bush Street to French Street except at Spurgeon Street where not removed. 3. Construct standard portland cement concrete sidewalk 10 feet wide from'curb face to property line with 3 feet by 3 feet street tree wells adjacent to the curb per City standard plan number 104. 4. Plant street trees per City Standard plan number 124. 5. Construct new street light-c6nduit and rein- stall street lights that were removed and as required. Note: locations and numbers may be changed. 6. Construct only two drive approaches at existing building accesses between Spurgeon Street plaza and French Street. The drive approaches will be only 6 feet from curb face to sidewalk surface. The K's shall be width of garage openings, the A's at the curb are to be 14 feet wider than the established W's including the x-sections. Note: No drive approaches 'are to be.shown on the plans for Third Street between Bush Street and Spurgeon Street. However, a note shall be added that the•Public Services Agency engineer- ing staff is to be contacted prior to -the con- struction of curb, gutter and sidewalk regarding ki;drive approach(es) in this area: 7. 'Co nstruct .a new 15 feet .'radius curb' return at the northwest corner of Ereach Street With. a wheelchair ramp. 87-101716 8. Construct paving adjacent to the.new curb and gutter as required. •C. French Street - between Third and Fourth Streets i. Remove all existing curb, sidewalk street lights and drive approaches. 2. Construct modified A-2-8 Theme sidewalk at 20 feet from street centerline. 3. Construct full width Theme sidewalk curb to property line. 4. Construct circular Theme street tree wells with ornamental grates, adjacent to the curb. 5. Plant street trees per Bush Street item A(5). 6. Construct two drive approaches curb face to property line per standard 112C the A•s are to be 14 feet wider than the entrances including the x-sections. Note: One is at the alley and the other is at the automotive restoring business. 7. Construct ornamental Theme -street lighting with underground power. 8. Construct street paving adjacent to new curb and gutter as required. D. Public alley from French Street to Bush Street immediately north of Third Street. 1. Remove all existing alley paving. 2. Constuct 8 inch thick portland'.cement concrete pavement 10 feet each side of alley centerline except where buildings are to remain from French Street to gush Street joining the Paseo De Spurgeon on each side. The alley is to be graded per City alley standard III and as directed. E. Public Alley from the E1 Mercado west of Prench Street to Spurgeon Street, north of Fourth Street. 1. Remove all existing paving. 2. Construct 8 inch thick Portland cement concrete pavement 10 feet each aide of alley centerline. F. Spurgeon Street. 1, geaovd all existing paving, currb, -,Sutter slde—. walk and street -lights. Deliver the street fights to the City Yard at 730 E.' Warner Ave. in good•condition. 2. Reconstruct curb and gutter using Theme design modified A-2-8 curb to curb width to be a mini- mum of 24 feet. 3. Remove an reconstruct curb returns and sidewalk at•the northeast and northwest corners of Spurgeon and 'Fourth streets using theme design modified A-2 curb and gutter. The curb return radii are to be 35 feet. The x-walks, landings and sidewalk are to be Theme design per exist- ing. ' 4. A 25 foot radius curb return will be required at the intersection of Spurgeon Street with the east -west alley north of Fourth Street. 5. Reconstruct paving coordinating with the paving under the parking garage to the north. The section will be determined by type of pavement and the Public Services Agency. 6. Construct circular Theme design street tree wells with ornamental steel grates. 7. Plant street trees per City of Santa Ana Stan- dard plan 124 and per -Theme design as required. 8. Construct replica ornamental Theme design street lights with underground power.' 4. Dedications and/or reservations for alley and street right- of-ways. A. Dedicate 17 foot radius spandrels at the southeast corner of Bush Street and Fifth Street and the southwest corner of French and Fifth Street. • B. Dedicate both alleys north and south of Fourth Street 20 feet wide at all possible locations. C. Dedicate a 15 foot radius property line at the northeast corner of Bush and Third Streets. 5. To concerned parties regarding other requirements of the Fiesta Market Place by the Public Services Agency. A. The developer will have to submit the normal site .and grading plans for each building permit. plans are to show trash enclosures. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CURK OF 'IEE COUKCE� City of &-anta Aria - M--30 P.O. Box 1988 Santa Aria, CA 92702 AGREEMENT RELY : adg--1 2 1/6/87 SURANCE NOT REIIJIRED 90RK MAY PROCEt'0 (AIRK OF COUNCJJ�, THIS AGREEMENT made thisc�,�� day of 1987, by and between FIESTA MARKETPLACE PARTNERS, a limited partnership ("Fiesta") and the CITY OF SANTA ANA, a municipal corporation of the State of California,( "City"); Recitals: W-I-T-N-E-S-S-E-T-H A. Fiesta is the owner of that certain real property Located at 305 East Fourth Street and more specifically described in Exhibit A, attached hereto and incorporated, which real property is improved with a building (hereinafter referred to as the "Fiesta Building"). B. City is the owner of that certain real property located immediately to the east of and adjacent to the Fiesta Building, and more specifically described in Exhibit B, attached hereto and incorporated herein (hereinafter referred to as the "Mercado Site"). C. The eastern exterior wall of the Fiesta Building abuts on the property line separating the Fiesta Building from the Mercado Site. Fiesta desires to install door arid/or window openings in said eastern exterior wall. 0 D. The rict application of the B. lding Code of the City of Santa Ana (the "Building Code") would preclude the installation of said door and/or window openings. However, by the execution of this Agreement, the parties can provide equivalent protection against the spread of fire between the Fiesta Building and any building which may hereafter be constructed on the Mercado Site and thus allow the City of Santa Ana to issue building permits for said door and/or window installation. NOW, THEREFORE, in consideration of their mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. So long as the City retains title to the Mercado Site, no building nor any portion of any building shall be constructed within twenty (20) feet of the property line which separates the Fiesta Building and the Mercado Site; provided, however, the foregoing restriction shall only apply and be effective during such times as door and/or window openings exist in the eastern exterior wall of the Mercado Site. 2. At such time, if ever, as the City conveys title to the Mercado Site to any other person or entity, Fiesta shall close off all door and/or window openings in the eastern exterior wall of the Fiesta Building as necessary to comply with those provisions of the Building Code which pertain to openings in the exterior walls of buildings located at or near property lines. The City shall not offer to sell the Mercado Site to any person or entity other than Fiesta without having first offered to sell it to Fiesta on the same terms and conditions and having had such offer refused by Fiesta. Any such offer to Fiesta which is not accepted within thirty (30) days shall be deemed refused. 2. 3. In the event that the Fiesta Building and the Mercado Site should hereafter be owned by the same person or entity and a subdivision map or declaration of restrictions is recorded in the records of the County Recorder of Orange County, California which requires that said parcels thereafter be held together as a single parcel, the restrictions set forth in sections 1 and 2 of this Agreement shall terminate and be of no further force and effect. 4. This Agreement shall be binding upon and inure to the benefit of heirs, personal representatives, successors, and State of California r,, 7"� County of Orange On this g-0-/,e�- day of -1-1AA11-14R Y in the year , before me Clerk of the .Council Deputy Clerk of the Council of fl-w City of Santa Ana personally appeared Dj&Ly" i��f,,J 6L-C7-cLL—, personalty known to me (or proved to me on the basis of satisfactor-,° evidence) to be the person who executed this inslrul.,.'ient as ycLjAt6_ �66K or 7WE C0,61.r C16. of the City of Santa Ana and acknowledged to me that the City of Santa Ana executed it, Eawa-rd JJ Pp —er F City A 0 t;y APPROVED AS TO CONTENT: By Allan M. Fainbarg V General Partner By Irving(M. Chase General Partner David /W. learn 3. City Manager EXHIBIT A All that certain real property situated in the State of California, County of orange, City of Santa Ana, described as follows: Lots 1, 2 and 3, together with that portion of Lot 4, all in Block 1 of Fruit's Addition to Santa Ana, as shown on a Map recorded in Book 9, page 91 of Miscellaneous Records of Los Angeles County, California, lying Westerly of the following described line: Beginning at a point in the Northerly line of said Lot 4, said point being distant Westerly 74.58 feet, measured along said Northerly line and the Northerly line of Lot 5 in said Block 1, from the Easterly line of said Block 1; thenceSoutherlyto a point in the Southerly line of said Lot 4, said point being distant Westerly 74.45 feet, measured along the Southerly line of said Block 1, from the Southeast corner of said Block 1. Excepting the Northerly 8.00 feet thereof. EXHIBIT B All that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Lot 5 and that portion of Lot 4, in Block 1 of Fruit's Addition to Santa Ana, as shown on a Map recorded in Book 9, page 91 of Miscellaneous Records of Los Angeles County, California, lying Easterly of the following described line: Beginning at a point in the Northerly line of said Lot 4, said point being distant Westerly 74.58 feet, measured along said Northerly line and the Northerly line of said Lot 5, from the Easterly line of said Block 1; thence Southerly to a point in the Southerly line of said Lot 4, said point being distant Westerly 74.45 feet, measured along the Southerly line of said Block 1, from the Southeast corner of said Block 1. 14,