HomeMy WebLinkAboutBENTALL/WESTIMSTER 1B-2002
\
~ .
~
.
.
.
.
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Recorded in Official Record'
Tom Daly, Clerk-Recorder s, County of Orange
1111111111111111111111 111111111111111111111111111111111111111111111 NO FEE
115 33 A)~03000661508 02:17pm 06/06/03
0.00 0.00 0.00 0 00
. 0.00 0.00 0.00 0.00
City of Santa Ana
20 Civic Center Plaza
P.o. Box 1988
Santa Ana, California 92702
A TTN: Clerk of the Council
ti - ,')..Mu - ;q[;- /
FREE RECORDING
GOVERNMENT CODE ~ 6103
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS AMENDMENT is made and entered into this 18th day of November, 2002, by and between
the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing
under the Constitution and laws of the State of California ("City") and MULLROCK
MORTGAGE, LLC, A Delaware Limited Liability Company ("Owner" or "Property Owner").
I
A. Reclt~l~
The parties to this First Amendment to Development Agreement hereby agree as follows
1. City is authorized pursuant to Government Code Sections 65864 through
65869.5 to enter into development agreements with persons having legal or equitable interests in
real property for the purpose of establishing certainty for both City and Owner in the
development process. City enters into the Agreement pursuant to the provisions of the
Government Code and applicable City policies.
2. The City and Bentall/Westminster Partners, Owner's predecessor in
interest, have previously entered into a Development Agreement dated on or about December 12,
2000, recorded as Document No. 20000672556 with the Recorder of the County of Orange
(hereafter referred to as the "Development Agreement").
3. Subsequent to execution of the Development Agreement,
Bentall/Westminster Partners sold the Property, as that word is defined in the Development
Agreement, to Owner.
4. The City and Owner wish to amend the Development Agreement to
provide for construction and operation on the Property of (i) an approximate 80,000 square foot,
four-story office tower, which may include up to 5,000 square feet of ground floor retail/service,
with underground parking of approximately 63 spaces; (ii) an approximate 35,000 square feet
two-story health club; (iii) addition of 290 parking spaces to the existing parking structure; and
1
.
.
(iv) until commencement of the office tower, surface parking on the office tower pad as Phase II
(as defined in the Development Agreement).
5. The City and Owner additionally wish to amend the Development
Agreement to require Owner to pay the City $200,000.00 concurrently with the issuance of the
first building permit in full satisfaction of all Exhibit E EIR Mitigation Measures - Project
Impact Summary "Traffic and Circulation" mitigation measures other than Traffic and
Circulation Mitigation Measure Nos. I (TDM program) and 2 (bus turnout), and Exhibit E to the
Development Agreement EIR Mitigation Measures - Cumulative Impact Summary "Traffic and
Circulation" mitigation measures.
6. The City and Owner additionally wish to amend the Development
Agreement to permit the maximum density and intensity for the Property to be developed to
consist if a maximum of 280,000 square feet of commercial office space (of which up to 5,000
may be ground floor retail/service), a 35,000 square foot health club, and 1,588 parking spaces to
be located in the detached parking structure or subterranean parking or surface parking on the
Phase II office pad prior to development thereof
7. The City and Owner additionally wish to amend the Development
Agreement to require Owner to add an additional $10,000.00 to the cost of the work of public art
to be placed on the Property, such that a total of $35,000.00 must be devoted to the work of
public art.
B. Finding'
The parties hereto acknowledge and find the following to be true:
I. This Amendment is intended to assure adequate public facilities at the
time of development.
2. This Amendment is intended to assure development in accordance with
City's General Plan, applicable Specific Design Zoning and Capital Improvement Plan.
3.. This Amendment will permit achievement of goals and objectives as
reflected in the City's General Plan and all applicable Specific Design Zoning.
4. Owner is required by existing City regulations to provide mitigation for
certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory
process.
5. This Amendment will allow City to realize extraordinary and significant
public infrastructure tacilities and other supplemental benefits in addition to those available
through the existing regulatory process.
6. Many of the extraordinary and significant benefits identified as
2
.
.
consideration to City for entering into this Amendment represent benefits which would not
otherwise be required as part of the development process.
7. On November1~ 2002, the Planning Commission of the City ("Planning
Commission"), after giving notice pursuant to Government Code Sections 65090 and 65091,
held a public hearing to consider the Owner's application for this Amendment. The Planning
Commission recommended to the City Council of City that it execute this Amendment. On
November 18, 2002, the City Council of the City of Santa Ana ("Council"), after providing
notice as required by law, held a public hearing to consider the Owner's application for this
Amendment.
C. Amemlment to the Project.
Section 1.2 of the Development Agreement is hereby amended to read as follows:
1.2 Owner. Owner represents and warrants that it has a legal or equitable
interest in the real property located in City of Santa Ana, California, legally
described on Exhibit A attached hereto and incorporated herein, and graphically
described on Exhibit B attached hereto and incorporated herein (hereinafter the
"Property"). The Property consists of approximately 5.13 acres, located on Tustin
Boulevard south of Seventeenth Street in the City of Santa Ana. The Owner
desires to develop the Property as set forth in Exhibit C on Exhibit B attached
hereto and incorporated herein. The Property will be developed with a maximum
F.A.R. (floor area ratio) of 1.5.
D. Am~nrlment to Pllhlic Art Requirement
Section 5.10 of the Development Agreement is hereby amended to read as follows:
5.10 Development, Construction, Installation and Maintenance of Public
Art. In consideration for the extraordinary and significant benefits set forth in
this Section, the Owner has been legally vested under Section 5.2 with regard to
the permitted uses ofland, density, and intensity of use, Owner shall cause the
design, construction, installation and maintenance of a work of public art on the
Property.
The work of public art shall be placed on the Property in a location, as approved
by the Executive Director of the Planning and Building Agency, that will provide
the greatest opportunity for viewing by the general public. It is to be located in an
open area viewable from the public right of way, or on the exterior of an
assembly.
The Owner shall expend $35,000 at a minimum on the work of public art. This
minimum expenditure may include the work of public art itself (and rendering
costs if applicable), the cost of constructing any structure (e.g., a pad) to enable
3
.
.
display of the work of public art, the artist's fee if separate, and identification
plaque(s). This minimum expenditure shall not include any other cost, including
but not limited to any costs of land, publicity, administrative costs, art
consultant's fee, transportation costs, utility costs to illuminate the artwork, or
maintenance costs.
To be eligible, the proposed work of public art shall not be:
a. a mass produced object from a standard design;
b. a reproduction, whether produced by mechanical or other means, of an
original work of art;
c. elements of building, designed by the building's architect, as opposed
to a public artist commissioned for the express purpose of creating a unique work
of public art; nor
d. landscaping, in whole or in part.
Deliverables specified below must be designed, constructed or executed prior to
the triggering event.
Oeliverflhle
Triggering Fvent
Prior to issuance of first Building Permit, or
five (5) years from the effective date of this
Agreement, whichever comes first.
I. Submit final design and
location of Public Art to Planning
and Building Agency.
2. Install Public Art.
Prior to City's issuance of Certificate of Use
and Occupancy for any building, or six (6)
years from the effective date of this
Agreement, whichever comes first.
Prior to City's issuance of Certificate of Use
and Occupancy for any building, or six (6)
years from the effective date of this
Agreement, whichever comes first.
2. Maintenance Agreement with
City, binding on Owner and
successors, to maintain work of
public art in perpetuity.
E. Effed of r m;~ of 1 r~P. of Hefllth Clllh
Should the health club to be constructed and operated on the Property cease operations in whole or
in part, then Property Owner agrees that any future use of all or part of the approximately 35,000
4
'.
.
.
\
square feet devoted to the health club shall either (a) be utilized by a use for which the parking
standard is less than 7.1 parking spaces per 1,000 square feet, or (b) Property Owner shall not seek to
utilize the variance to parking standards granted by the City Council of the City in conjunction with
this Amendment.
F. Fxhihit r:
Exhibit C to the Development Agreement is hereby replaced by Exhibit C attached hereto and
incorporated herein by this reference.
G. Fffect of Amendment
The exhibits to this Amendment shall supercede and replace the exhibits to the Development
Agreement. Except as necessary to implement the intent of this Amendment, the Development
Agreement shall remain in full force and effect. In the event of a conflict, terms contained herein
shall prevail over conflicting provisions of the Development Agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment the day and year fIrst above
written.
ATTEST:
~X~~~< >//,
Clerk of the Council
CITY OF SANTA ANA,
a charter city and municir> corporation
By
David N. Ream
City Manager
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
MULLROCK MORTGAGE, LLC, A
Delaware Limited Liability Company
BY~
,l: .
5
..
.--
EXHIBIT C
Plan .of DevelDpment
The prDperty is a 5.13-acre parcel IDeated at Tustin Avenue, west .of the CDsta Mesa (55) Freeway
and SDUth .of Seventeenth Street in the City .of Santa Ana as shimn .on the map set fDrth in ExhibitB
.of this DevelDpment Agreement. The assessDr's parceJ numbers fDr'the prDperty are 400-211-05
and 400-211-04. The develDpment .of the prDperty will cDnsist .of tWD phases .of develDpment.
Phase I will invDlve cDnstructiDn .of a 200,000 square fDDt, 10-stDry office tower and a seven level
detached parking ~tructure. Phase IIA 'will cDnsist Dfa 35,000 square faDt, tWD-StDry health club
and Phase IIB will cDnsist .of a 4-StDry .office tDwer with 80,000 square feet .of .office space, which
may include up tD 5,000 square feet Dfretail space and .one level .of subterranean parking cDntaining
63 parking spaces. An additiDnal 282 parking spaces will be added ta the parking structure tD
aCCDmmDdate parking fDr the Phase II.A. health club aiJ,d the Phase IIB, .office tDwer.
-..
The fDllDwing standards shall specifically apply tD the develapment .of the prDperty and ar,e
incDrpDrated intD this plan DfDevelDpment fDr the prDperty:
I. Permitted Uses .of the PrDperty: The uses permitted far the prDperty shall be
professiDnal and business .offices, cDmniercia~retail uses, and restaurant.
II. Density .of Use: The density .of use for the prDperty ,shall cDnsist .of a tDtat .of
280,570 square feet .of cammercial .office space, 5,000 square feet .of cDmmercial retail
space, a 35,000 square faDt health club, 1,012 parking spaces ta be IDeated in .one seven
, level detached parking structure and 63 parking spaces in the subterranean garage tD be
IDeated within the 4-StDry .office tawer.
III. Intensity .of Use: The intensity .of use fqr the prDperty shall be 1.5 .of FlDDr Area
Ratia (FAR) (parking stmcture nDt included).,
IV. The Maximum Height and Size DfPropDsed Buildings: The maximum height 'and
size .of the buildings tD be cDnstmcted in cDnnectiDn with Develapment .of the prDperty
shall be subject tD a height limitatiDn .of 200 feet abDve grDund level, which is defined as
the eJevatiDn .of the tDp slab .of the first flDDr on-grade, and a tatal .of 337,000 square f.eet
flDDr area (parking structure nDt included).
7
",
.
.
. CAI:IFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of (11 I ;+ar (\, ~
County of o fll-A jfl.
On T U-NI l..J ,~3 before me,
DATE NAME, TITLE OF OFFICER - E.G., "JANE DOE, DTARY Bue.
personally appeared -6:j..f /1/'\2. ^ J: 7t7t.A II er "
r' NAME(S) OF SIGNER(S)
~ personally known to me - OR - 0 proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
r@~ . .'.: - ~~~EN ELIZAIErH ;"';~PHY (
:!: : ~ ceUM. ',34....
fa ! .; . Netlry "'Ubllc-Calif.,n'- ~
, OIlANGE COUNTY ::;:
L ~: :0': .~~~'~~..M.I~~I.~f
WITNESS my hand and official seal.
~ ~?!L~
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
o iNDIVIDUAL
o CORPORATE OFFICER
('(l/WI'1''^U ~s~O /fJ1. /JrlLk
o PARTNER(S) [}1UMITED ,; c.b,--h. ~
o GENERAL 1 f ;
o ATTORNEY-iN-FACT
o TRUSTEE(S)
o GUARDIAN/CONSERVATOR
o OTHER:
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT ~.i
W;.~
NUMBER OF PAGES
~ V,;izr' l<t/ ~JOl-
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTlTY(IES)
3
SIGNER(S) OTHER THAN NAMED ABOVE
. ,
"
...
~~ - .. 1'lii1""r.''''''''''r''''oor"''r"''r'liiM;>>...'.,...''''....m;I~r''''r'''r'''r''''r'''r'''.... ~. ,..
'CALlFORNIA ALL-PURPOSE ACKNOWLEDGMENT
~ State of California
"
i' County of Orange
,
,
"
:, On June 5. 2003
,
,
,
.
0:1
.
::;
':1
.,
.,
1;
1;
~
Iii
~
::;
.,
}SS.
Date
before me, Rosa S. Barela. Notary Public
Name and Title of Officer (e.g., "Jane Doe. Notal)' Public")
~ personally appeared
g
g
"
...
David N. Ream
.,
.
.,
.
::i
personally known to me ~
proved to me on the basis of satisfactory ~
.,
evidence .
~1
to be the personfsj whose namefsj is/are ~
subscribed to the within instrument and ~
"
acknowledged to me that he/she/they executed ~
the same in his/heF/theH authorized ~
.
capacityfiesj, and that by hislheF/theH ~
signaturefsj on the instrument the personfsj, or ~
the entity upon behalf of which the personfsj ,
acted, executed the instrument. ~
.,
~
WI,TNE, SS my hand ,and official seal., II
/~ Ii fr,.A / " ;7/7 ) ~
',-(;tVJ1{)V / //lVv(/VLI I~
SignalureofN"otaryPublii: :1
,
Name(s)ofSigner(s)
x
D
g
g
~
"
"
,
,
g
...
"
~
~
~
g
"
g
...
g
,
g
,
"
...
g
~
~
~:<
F.
"
r
...
...
SI
~
g
g
...
1&---------
6) ROSA S, BARELA
- Comm;ssion# 1303103 J
~ . Notary Public - California ~
j Orange County f
MyCorrm Expires May30.2lXl5
- - - - - - - - - - - -
Place Notary Seal Above
OPTIONAL
Though the information be/ow is not required by law, it may prove valuable to persons relying on the document
~ and could prevent fraudulent removal and reattachment of this form to another document.
~ Description of Attached Document
g
"
"
:: Title or Type of Document: First Amendment to Develo
.,
.:,
~
.,
I::;
t::;
k:;
1;
.
,5 'I {,OU</)j
^' f y orl7
JVCVi /0;""\.'''4
Number of Pages:
.
.,
.
.,
~ Signer(s) Other Than Named Above:
':51 ~ h.Ji'AlJ It ~d hr
.
Capacity(ies) Claimed by Signer(s)
RICdl [ IIIl \1[I[>RI~ [ ~
CII SIC,"[ R ~
Si er's Name: David N. Ream
Top of thumb here
~
,
.
.,
.
.,
.,
::;
D Individual
, D Corporate Officer ~ Title(s):
D Partner n D Limited D General
, D Attorney in Fact
:, D Trustee
:' D Guardian or Conservator
,-
:- X Other: Citv Manager
,
.,
.,
.,
.,
;
~
1;
:: Signer is Representing: Citv of Santa Ana
,
,
,
,
,
,
.~ U\RBarela\Docs\General Notary Fonn-D Reamdoc
~~ ~ ~~~~--~~~~~~~~~~~~~~ ~~~~~~~~~~g~~~~~~~~~9~9999~999~ ~9~ '9999~
Robin M. Wun
Paralegal
' ,
1 DirecC 9J9-223-7123
~ 1
~ ~ ~ - 2000- f9~
2Q~I NsY 31 ,~ & ~~' A - 2000 ' ! ~ (o- 6 i
May 29, 2007
CITY %r ~~a AHA.
CLEi,:i ' `,?J~dCJL
Clerk of the Council City Attorney B,YT° c°Ve ue
City of Santa Ana City of Santa Ana Isoa M~;,, sn°er ae:~e,oo
20 Civic Center Plaza, M-3 20 Civic Center Plaza, M-29 ,,°,n° ca sze,a-,.;zti
P.Q. BOX 1988 P.O. BOX 191;8 1:=113491223-7000
Santa Ana, CA 92702 Santa Ana, C'A 92702 fnx ~a~si zza rluo
Re.: Development Agreement between the City of Santa Ana and v.w°,~o~°°""'e V„
Bentall/Westminster Partners recorded on December 12, 2000, as Instrument
No. 20000672556 in the Official Records of Orange County, California (as the
same has been or may be amended from time to time, "Agreement") `I'an°u°
Ha iy Kcnq
Dear Madam or Sir: Ir"'°n
Jellm=un C¢•y
This letter shall serve as notice, pursuant to Section 4.9 of the Agreement, that "^~ S3S c~~Y
JPMorgan Chase Bank, N.A. ("Lender") shall be the holder of the beneficial interest ~~~w,~
under that certain Construction Deed of Trust, Assignment of Leases and Rents and I ~~~ a~nl~ae.
Security Agreement (Including Fixture Filing) ("Deed of Trust"), and executed by Nan. vnrk
Tustin Centre Tower LLC, a Delaware limited liability company ("Borrower""), as °I~,~n~~
trustor, to LandAmerica Commercial Services, as trustee, in favor of Lender, as ~¢ r,~ n
beneficiary. sly, ~:~n
As the holder of the first trust deed lien on a portion of the property ("Subject "~ """`
Property") described in the Agreement, Lender requests that it be provided with ° ~"'~^ argil, en~~.,i:, ~w~n: ~l
written notice by the "City" (as defined in the Agreement} of any default of Borrower "~"'0'„"°' °L
in the performance of the Borrower's obligations under the Agreement at the Q a ~„ ~,
following address: ~ M:::~,,°°rl:,:~a, N~+a:~~~,~.~~:•r
ATtn: Tonia Hove
JPDlorgan Chase Bank
245 Paxk Avenue, Floor 14
New York, NY 10017
Lender makes this request pursuant to the express terms of Section 4.9 of the
Agreement.
Please contact me at 949.223.7123 if you have any questions. Thank you.
Sincerely,/ f
Robin M. Wun
Paralegal
3d37u4