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Home My WebLink AboutFIRST AMERICAN FINANCIAL CORPORATION (2)A-2001-099 ,C V41' ,—d�—Jnyc t 4 0 / r AMENDMENT NO. 2 TO AMENDED AND RESTATED PROJECT IMPLEMENTATION AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED PROJECT IMPLEMENTATION AGREEMENT ("Anicridi-nent No. 2") is made and entered into this �/S-7 day of _1114 y , 2001 ("Effective Date"), by and between THE FIRST AMERICAN CORPORAVON, a California corporation, formerly known as The First American Financial Corporation, a California corporation ("First American"), and CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). All attachments and exhibits hereto are incorporated herein by reference. RFC1TAf,N- A. First American and City entered hito that certain Amended and Restated Project Implementation Agreement dated June 5, 2000, as amended by that certain Amendment No. I to Ainended and Restated Project Implementation dated --- MA 2001 (collectively, the "Agreement"). All defined terms used in this Amendincrit No. 2 shall have the same meaning as set forth in the Agreement unless otherwise stated. B. First American and City desire to amend the Agreement to enable the maximum building square footage allocated to the First American Project Site to increase by a maximum of 164,601 square feet so that such increase in square footage may be allocated by First American to the Third Party Conveyance Area (License Map) [thereby changing First American's allocation of maximum building square footage on the Third Party Conveyance Area (License Map) from 162,000 square feet to 326,601 square feet pursuant to Section I.d hereinbelow] without decreasing the maximum square footage allocated to the remainder of the First American Project Site. The additional 164,601 square feet is transferred from a portion of MacArthur Place located outside the First American Project Site and thus the overall maximum square footage permitted in MacArthur Place would not increase but merely would be relocated to the First American Project Site for allocation by First American to the Third Party Conveyance Area (License Map). NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment. The Agreement is amended as follows: a. Subparagraph a of Paragraph 5 of the Agreement is amended in part by replacing the figure of "1,647,000 square feet" wherever appearing in subparagraph a with the figure " 1,811,601 square feet." b. Subparagraph e of Paragraph 5 of the Agreement is amended in part by (i) replacing the figure of "1,647,000 square feet" wherever appearing in subparagraph e of Paragraph 5 with the figure "1,811,601 square feet," (11) replacing the figure of "810,000 square 394/016555-0002 160733.04 a03/16/01 2 W feet" wherever appearing in subparagraph e of Paragraph 5 with "974,601 square feet," and (iii) replacing the figure of 700,000 square feet" appearing in "Example #2" in subparagraph (2) of subparagraph e of Paragraph 5 with the figure "900,000 square feet." C. Exhibit C to the Agreement ("First American Acquisition Area Off -Site Improvements") is amended in part by replacing the heading "LEVEL I-810,000 square feet" with the heading "LEVEL I-974,601 square feet." d. Exhibit E to the Agreement ("Assigned Obligations —MMN Development") is amended in its entirety and replaced with a new Exhibit E attached as Attachment No. 1 to this Amendment No. 1, 2. No Other Amendment. Except for the amendments to the Agreement set forth above, the terms and provisions of the Agreement shall remain in full force and effect. 3. City Acknowledgment of Square Footage Transfer. City acknowledges and agrees that all off -site improvements or other environmental mitigations or exactions pertaining to the 164,601 square feet being added to the First American Project Site for allocation to the Third Party Conveyance Area (License Map) [thereby changing First American's allocation of maximum building square footage on the Third Party Conveyance Area (License Map) from 162,000 square feet to 326,601 square feet pursuant to Section Ld hereinabove] either have already been constructed or already have been paid for, and as a result no additional off -site improvements are required by City with respect to the transfer of the 164,601 square feet to the First American Project Site as described above. In addition, City has determined that no new environmental impacts not already analyzed and mitigated would occur, nor would any environmental impact be made more severe, by such transfer of 164,601 square feet from one portion of MacArthur Place to another portion of MacArthur Place. In connection with this Amendment No. 2 City has made an appropriate determination pursuant to the California Environmental Quality Act (Public Resources Code § 21000 et seq.). 4. Counterparts. This Amendment No. 1 may be executed in counterparts which, when all the parties hereto have signed this Amendment No. 1, shall constitute an original. [end -- signature page follows] 3941016555-0002 160733.04 a03/16/01 -2- IN WITNESS WHEREOF, the parties hereto have entered into this Amendment No. 1 as of the Effective Date. ATf. "IPatricia E. Healey Clerk of the Council Al -'PROVED: Joseph. W. Fletcher City Attorney "CITY" CITY OF SANTA ANA, a charter city and municipal corporation B Miguel A. Pulicio Mayor APPROVED AS TO CONTENT: David N. Rearn City Manager THE FIRST AMERICAN CORPOPTTON, a California corporation By: yvlam' Parker S. K6rphedy President By: 'Y"�/ x ___ Mark R Arnesen [end of signatures] Secretary 394/016555-0002 160733.04 a03/1 6/01 ATTACHMENT NO. 1 TO AMENDMENT NO.2 REPLACEMENT EXHIBIT "E" [SEE ATTACHED PAGE] 394/016555-0002 160733.04 a03/16101 EXHIBIT "E" IGNED OBLIGATIONS -- MMN DEVELOPMENT First American covenants that the First American-MMN Development Assignment contains the indented language shown below with respect to the Third Party Conveyance Area (License Map). In the First American —MMN Development Assignment, the Third Party Conveyance Area (License Map) is referred to as the "License Parcel" and the Third Party Conveyance Area is referred to as "Lot 5." The additional language shown below in brackets is included for clarification purposes. MMN's development of the License Parcel, for the purposes of the [Amended and Restated Project Implementation] Agreement and this Assignment, shall be a "Level V project. The maximum building square footage for Level I stated in the [Amended and Restated Project Implementation] Agreement is 974,601 square feet. Of the Level I maximum building square footage of 974,601 square feet, MMN shall be permitted a maximum building square footage for the License Parcel of 326,601 square feet, and a maximum building square footage of 425,000 square feet has been allotted to Lot 5. The foregoing maximum building square footages for the License Parcel and Lot 5 . . . are subject to adjustment with the maximum building square footage for one increasing and the maximum building square footage for the other decreasing, up to a maximum adjustment of 50,000 square feet.... The remainder of 223,000 building square feet for Level I [974,601-(425,000+326,601)=223,000] shall remain in the control of First American for development outside of Lot 5 and the License Parcel (with the right of First American to assign all or a portion of such 223,000 building square feet). The Off -Site Improvement Obligations set forth in Exhibit "C" to the [Amended and Restated Project Implementation] Agreement that are listed in the "Developer" column for Level I shall be the obligation of First American and not the obligation of MMN.... If MMN exceeds the maximum building square footage on the License Parcel of 326,601 square feet as may be increased in accordance with [the adjustment set forth above] . .. and such excess square footage on the License Parcel results in the imposition of any Off -Site Improvement Obligations that are not listed on Exhibit "C" to the [Amended and Restated Project Implementation] Agreement for Level I under the "Developer" column, such Off -Site Improvement Obligations shall be the obligation of MMN and shalt not be obligation of First American. [end of Exhibit "E"] 394J016555-0002 Jr 160733.04 a03/16/0 i