HomeMy WebLinkAboutGRAND PLAN 2, LLC; INTEGRAL COMMUNITIES I, INC., AND NDC SKYLINE ASSOCIATES, LLC
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RECORDING .EOUESTED BY
FIRST AMERICAN TITLE COMPANY
NA TIONAUCOMME.CIAL SERVICES
COMMERCIAUINDUSTAIAL DIVISION
~-lOCO' n
This Document was electronically recorded by
First American National cln1K'Q~
Recorded in Official Records, Orange County
Tom Daly, Clerk-Recorder
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
1111~iIMli~III.llm~m NO FEE
2008000349227 01 :40pm 07/22/08
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza M-30 P.O. Box 1988
Santa Ana, California 92702
10559 A1212
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
FREE RECORDING
GOVERNMENT CODE ~ 6103
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
by and between
THE CITY OF SANTA ANA,
THE GRAND PLAN 2, LLC,
NDC SKYLINE ASSOCIATES, LLC,
and
INTEGRAL COMMUNITIES 1, INC.
Dated: :lti [y ?;2008
DOCSOC /12 75524v 1 0/024579-000 1
THIS INSTRUMENT FILED FOR RECORO BY
FIRST AMERICANllTlE COMPANY 1<$ AN ACCOMMODATION
ONLY IT HAS NOT BEEN EXMoIINEO AS TO \TS EXECUTION
OR AS TO ITS EFFECT UPON THE TITLE
JUL 1 5 2008
6; pC~A ~3~
V,nce. Fr~ozo
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Clerk of the Council
Ciry of Santa Ana
20 Civic Center Plaza M-30 P.O. Box 1988
Santa Ana, California 92702
~jOY
A-2008-204
FREE RECORDING
GOVERNMENT CODE § 6103
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
by and between
THE CITY OF SANTA ANA,
THE GRAND PLAN 2, LLC,
NDC SKYLINE ASSOCIATES, LLC,
and
INTEGRAL COMMUNITIES I, INC.
Dated: ~~. 2008
DOCSOC/1275524v 10/024579-0001
A-2008-204
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF SANTA ANA, GRAND PLAN 2,
NDC SKYLINE ASSOCIATES, LLC, AND
INTEGRAL COMMUNITIES I, INC.
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First Amendment") is
entered into between THE CITY OF SANTA -ANA, a charter city and municipal corporation duly
authorized under the Constitution and laws of the State of California ("City"), and THE GRAND
PLAN 2°- LLC, a California limited liability company ("GP2"), NDC SKYLINE ASSOCIATES,
LLC, a Delaware limited liability company ("Skyline") and INTEGRAL COMMUNITIES I, INC.,
a Delaware corporation ("Integral Communities I").
1. This First Amendment is entered into with reference to the following facts:
1.1 The Grand Plan 1, LLC, a California limited liability company ("GP 1 ") and
GP2, on the one hand, and City, on the other hand, entered into that certain Development Agreement
dated August 4, 2005 and recorded in the Orange County Official Records on July 21, 2005 as
Instrument No. 2005Q80565108 ("Development Agreement") pursuant to which, among other things, ~-
Owner (as defined in the Development Agreement) is required to install Signs and Public Art at a
cost of not to exceed Five Hundred Thousand Dollars ($500,000) all of which was to be installed
prior to the issuance by the City of the first certificate of occupancy for any Element. GP1 and GP2
subsequently assigned its rights and obligations under the Development Agreement with respect to
Lake Towers to Skyline and GP1 assigned its rights and obligations under the Development
Agreement with respect to Integral to Integral Communities I. Capitalized terms not defined herein
shall have the meaning set forth in the Development Agreement.
1.2 Skyline, GP2, and City now desire to amend the Development Agreement so
as to remove the requirement for the installation of the Signs and to provide phasing for the
installation of the Public Art.
2. Section 2.54 and 2.59 are hereby deleted in their entirety.
Section 5.1.7 is hereby deleted and replaced with the following:
SECTION 5.1.7. Development, Construction and Completion of
Public Art. Owner shall include within the Project, a single or grouped
permanent work(s) of public art consistent with the Public Art Plan (the
"Public Art") at a cost not to exceed Five Hundred Thousand Dollars
($500,000) ("Public Art Fee").
4. EXHIBIT B, PUBLIC ART PLAN is hereby deleted and replaced with the document
attached hereto and referenced as Exhibit B.
5. Except as amended herein the Development Agreement shall remain in full force and
effect in accordance with its terms.
DOCSOC/ 1275524v 10/024579-0001
1N WITNESS WHEREOF, this First Amendment has been executed by the City of
Santa Ana and by Owner.
Dated this ;~~+day of ~u,~ ~, 2008.
A7TEST~
PATR/C/A E.
CL~'R/C OF THE COUNC/L
I
[Signatures continue on following page]
THE CITY OF SANTA ANA, a charter city and
municipal corporation duly authorized under the
Constitution and laws of the State of California
.~~~+---
Ey
DAVID N. REAM
City Manager
2
DOCSOC/1275524v 10/024579-0001
Approved as to Form:
THE GRAND PLAN 2, LLC, a California limited
liability company
By ~W ~---
Name _Cuckis F^Z • ~ (sa h
Its __ YYl a miner
NDC SKYLINE ASSOCIATES, LLC
a Delaware limited liability company
GUu~~
By
Name Cu,~'~is R • OLSQh
Its Pres-de~.~
INTEGRAL COMMUNITIES I, INC., a Delaware
corporation
By
Name C_ Y~(U~ a~n r,ln.t S-I'.e~y
Its plr~S j ~ DiVI~'
3
DOCSOC/ 1275524x10/024579-0001
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of C7rG<-~a.~._
On Sc.c~ , aoO~s before me, ~~drQ ~mi ci Nc7fa-YV ~u~~t~c_ ,
Date ~ Here Inse Name and Title of th fficer
personally appeared ~ct_v i~ N _ R P.Qwt
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person whose namg(~a~e-subscribed to the
within instrument and acknowledged to me that
~b®!#Jae~t,•executed the same i~i~/eix.authorized
capacity,~ies'); and that b~'#~erftbeir signatures') on the
instrument the person;($j° or the entity upon behalf of
which the person,Fs'jacted, executed the instrument.
SANDRA AMICI
Commisflon # 1541715
iWolary Pubrc - calRonro
O~apo county
Mycct~n. IE~ItJon b.
Place Notary Seal Above
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. • , • .. _
Signature X C-a~t.l~l-a- [ ~,°~m-c-~- •-•-• •
Signature of Notary Public
OPTIONAL
Though the information below 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
Title or Type of Document: ~ i v~ ~c~, v~.,,,,.~h-t- -b 7~2~v~„-,~~r-f-- ~/ e~~ ~h-1-
Document Date: SU>1~ ~(o, ~oo~ Number of Pages: ~~ Pte' S
Signer(s) Other Than Named Above: ~u,~~i5 R. (~) ISov~ a.v<c( ~~va~i a ~ ch e-s'~P~-
Capacity(ies) Claimed by Signer(s)
Signer's Name: ~Da.vi~{ N. Rp_a.w~ Signer's Name:
^ Individual ^ Individual
~ Corporate Officer -Title(s):
^ Partner - ^ Limited ^ General
^ Attorney in Fact
^ Trustee
^ Guardian or Conservator
^ Other:
Signer Is Representing:
^ Corporate Officer -Title(s): _
^ Partner - ^ Limited ^ General
^ Attorney in Fact
^ Trustee
^ Guardian or Conservator
^ Other:
Signer Is Representing:
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m2007 National Notary Association • 9350 De Soto Ave., P.O. l3ox 2402 • Chatsworth, CA 91313-2402 • www.NationalNotaryorg Item #5907 Reorder: Call Toll-Free 1-800-876-6827
STATE OF CALIFORNIA )
ss.
COUNTY OF Q -'~NG~ )
On 7-, n e 1I., 2Go4~ before me, _1Y] G-F}~'1 BUJ ~j • ~'l Q ~~ q /f ,Notary Public,
personally appeared L u_.r-~i 5 fL. D I So~'1 ,who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged 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.
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
SIGNATURE OF NOTARY PUBLIC
MATTHEW B. KAUFMAN
~ COMM. # 1677672 ~
NOTARYPUBLIC-CALIFORNIA ~
L~7 ORANGE COUNTY ?
My Commission Expires July 22, 2010
DOCSOC/1275524v 10/024579-0001
STATE OF CALIFORNIA )
ss.
COUNTY OF {i'~ {/~Q) e/ )
On ~ ~ before me, ,Notary Public,
personally peared ,who proved
to me on the basis of satisfactory evidence to be the~son~J whose namess,9'j is are subscribed to
the within instrument and acknowled ed to me tha ee he/they executed the same i his er/their
authorized capaciry~f, and that b is er/their signature~s'jon the instrument the persox~, 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
SIG TU OF NOT Y PUBLIC
LINDSEY FIFE
r... Commission # 1573489
-s Notary Public - California
Orange County
My Comm. Expires Apr 26, 200
DOCSOC/1275524v 10/024579-0001
EXHIBIT B
PUBLIC ART PLAN
The Public Art shall be designed, constructed and installed by the Owner.
2. A Final Design Plan, with respect to the Element for which building permits are first issued
(the "First Element"), shall be submitted to the City's Planning Commission within thirty
(30) days prior to the issuance of a Final Certificate of Occupancy for the First Element;
thereafter a Final Design Plan for each subsequent Element (combining Cinema Towers and
the Condo/Office Project) shall be submitted to the City's Planning Commission within one
hundred fifty (150) days prior to issuance of a Final Certificate of Occupancy for such
subsequent Element (combining Cinema Towers and the Condo/Office Project). The Final
Design Plan shall (i) identify one (1) or more specific items of Public Art for one (1) or more
specific locations and/or application, and (ii) specify the timing of the installation of the
Public Art which installation shall occur not later than the first (1st) anniversary date of the
City's approval of the Final Design Plan for each respective Element, but in no event shall all
required Public Art be installed later than ninety (90) days following the first utility release
on the last Element to be constructed. Owner shall have committed, by written contract, to
expend not less than One Hundred Twenty-Five Thousand Dollars ($125,000) in connection
with the Public Art upon the issuance of a certificate of occupancy for each of the following
(i) Lake Towers, (ii) Cinema Towers and/or the Condo/Office Project, (iii) Integral, and (iv)
Retail Project, but in no event exceeding an aggregate of Five Hundred Thousand Dollars
($500,000). Skyline shall be responsible for the Public Art for Lake Towers and GP2 shall
be responsible for the Public Art for all other Elements.
The Public Art should invite participation and interaction, inspire, add local meaning,
interpret the community by revealing its culture or history, and/or capture or reinforce the
unique character of the new place.
4. The Public Art should be constructed using durable materials and finishes including but not
limited to stone or metal.
The Public Art should be comprised of a single or grouped permanent work(s) at a -prime
location visable to the public and sited to complement features such as plaza or architectural
components so that the Public Art is an integral part of the development site.
6. No Public Art shall include advertising of any type, including but not limited to products,
services or businesses.
7. All Public Art shall be properly maintained at all times, be free of any graffiti and shall not
incorporate any flashing or distracting form of illumination.
8. The Owner may assign ownership, maintenance and/or repair responsibilities of the Public
Art to one or more Owners' Association(s).
B-1
DOCSOC11275524v 10/024579-0001
9. All Public Art shall remain on the Property and may not be removed without the approval of
the Planning Commission.
10. Expenses not included in the Public Art Fee.
i. Expenses to locate the artist(s) (e.g., airfare for artist interviews, etc.)
ii. Architect and Landscape Architect fees incurred in connection with the Public
Work(s) of Art.
iii. Landscaping around Public Work(s) of Art that is not included as part of the artist's
sculpture furnishings, including, but not limited to, functional structures,
prefabricated water or electrical features not created by the artist, and ornamental
enhancements.
iv. Utility fees associated with activating electronic or water generated artwork.
v. Lighting elements not integral to the illumination of the Public Art.
vi. Publicity, public relations, photographs, educational materials, business letterhead or
logos bearing artwork image.
vii. Dedication ceremonies, including sculpture unveilings or grand openings.
B-2
DOCSOC/ 1275524v 10/024579-0001
CONSENT OF LENDER
The undersigned ("Beneficiary") holds the beneficial interest in that certain Deed of
Trust recorded in the Office of the County Recorder of Orange on September 7, 2006 as
Instrument No. 2006000598226 (as amended or modified, the "Indymac Deed of Trust"),
which Indymac Deed of Trust encumbers all or a portion of the Property covered by the First
Amendment to Development Agreement ("Amendment"). The undersigned hereby
consents to the foregoing Amendment and agrees that the Amendment shall continue in full
force and effect, even in the event of foreclosure or trustee's sale pursuant to such Indymac
Deed of Trust, or any other acquisition of title by the undersigned, its successors or assigns,
of all or any portion of the real property covered by such Indymac Deed of Trust.
Dated: ~o
INDYMAC BANK, FSB
By:
Name:
Title: 1C.-c. ~ tS rC)I.c(~~"
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
ss.
On May 30, 2008 before me, Ofelia E. Tejada, Notary Public, personally appeared
Anthony Huitrado who proved to me on the basis of satisfactory evidence to be the person(~j,
whose name(s) is/arm. subscribed to the within instrument and acknowledged to me that
he/shay executed the same in his/l~e~keir authorized capacity(xes), and that by
his/~ir signature() on the instrument the person(s), or the entity upon behalf of which
the persons} 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.
Signature
OFE~ L~ E 1E. JACG-
Commlaaion #~ 1 ~Si~31
. `• Notary Public - Coitfornla
loa Mgelea County
~. a zot ~
(Sea )
CONSENT OF LENDER
The undersigned ("Beneficiary") holds the beneficial interest in that certain Deed of
Trust With Assignment of Rents, Security Agreement and Fixture Filing recorded in the
Office of the County Recorder of Orange on August 23, 2005 as Instrument No.
2005000664545. (as amended, the "BOA Deed of Trust"), which BOA Deed of Trust
encumbers all or a portion of the Property covered by the First Amendment to Development
Agreement ("Amendment"). The undersigned hereby consents to the foregoing
Amendment and agrees that the Amendment shall continue in full force and effect, even in
the event of foreclosure or trustee's sale pursuant to the BOA Deed of Trust, or any other
acquisition of title by the undersigned, its successors or assigns, of all or any portion of the
real property covered by the BOA, Deed of Trust.
Dated: ~~Z ~~ BANK OF AMERICA, N.A.
By:
Name: •~~~ l.• ~oa.~.l
Title: Sz• V~~ ~xt~~rt~-<e
STATE OF CALIFORNIA )
ss.
COUNTY OF ~ r'Gt<Yll~ ~ )
On ~G41G ~.~ ~~ ~ before me, ~• ~Ct~rG~--. ,Notary
Public, personally appeared Anne- L• t~i~Y'Oril
who proved to me on the basis of satisfactory evidence to be the person' whose names(,s~'
~.a~e subscribed to the within instrument and acknowledged to me that-l~ s>~/tom-executed
the same in ~s,®e /t~ir authorized capacity(ies), and that by lie tl~' signature(s~ 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
SIGNA OF NOTARY PUBLIC
..
tommisalofi #~ 176Z~80
• ~ Notary Publfc - Caiifornio
~ • Orange County <-
"~:=_°' . ~ , -':~mrn. Extx«~ Aug 21,2011:
M~~
Commlalo~ # N~Zi6Q~
Notary PubOc - Calitomia
Orange County <
NyComn E~ireaAug 21,2011
CONSENT OF LENDER
The undersigned (as successor-in-interest to Fremont Investment & Loan, a
California industrial bank, "Beneficiary") holds the beneficial interest in that certain Deed of
Trust and Fixture Filing recorded in the Office of the County Recorder of Orange on June 20,
2006 as Instrument No. 2006000411437 (as amended, the "iStar Deed of Trust"), which
iStar Deed of Trust. encumbers all or a portion of the Property covered by the First
Amendment to Development Agreement ("Amendment"). The undersigned hereby
consents to the foregoing Amendment and agrees that the Amendment shall continue in full
force and effect, even in the event of foreclosure or trustee's sale pursuant to the iStar Deed
of Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all
or any portion of the real property covered by the iStar Deed of Trust.
Dated: ~ (~ / ~ 8
ISTAR FM LOANS LLC
By: .c~eC~u---
Name: /ZIP ~rcL~'P-~i•¢rJ
Title: VtCiF p,~JidE,~T
STATE OF CALIFORNIA )
ss.
COUNTY O.-F~-~-' Y )
On ~lj~.,9t ~_~ before me, (here insert name and title of the officer),
personally appeared ; ~:,~ C; l~e~. r.,.~.o who proved to me on the basis of satisfactory
evidence to be the person(sj~-whose names} is/are subscribed to the within instrument and
acknowledged to me that he/sley executed the same in his/lretfthe~ir authorized
capacity(~i~s)., and that by his/1~ir signature{-) on the instrument the person~J~s.}, 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.
Signature
DWAIN£ ZEE ZANDERS
Commission # 1695394
z -~ ~ Notary Public -California
z:
. ~ • Orange County
rrry Comm. Expires Ccf 3, 2010
(Seal)
ORDINANCE NO. NS-2769
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA APPROVING AN AMENDMENT TO THE
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
SANTA ANA, GRAND PLAN 2, LLC, INTEGRAL
COMMUNITIES I, INC., AND NDC SKYLINE ASSOCIATES,
LLC, FOR PROPERTY LOCATED AT THE SOUTHEAST
CORNER OF MAIN STREET AND MACARTHUR
BOULEVARD
THE CITY COUNCIL OF THE CITY OF SANTA ANA ORDAINS AS FOLLOWS:
SECTION 1: The City Council hereby finds, determines and declares as follows:
A. The City is authorized pursuant to Government Code Sections 65864
through 65869.5 to enter into and amend 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.
B. On July 5, 2005, the City Council adopted Ordinance No. NS-2691,
approving a Development Agreement with Grand Plan 1, LLC, and Grand
Plan 2, LLC, for a mixed use project, including three high rise
condominiums, at the corner of Main Street and MacArthur Boulevard in
the City. Subsequently, these entities assigned a portion of the project,
known as the Integral element, to Integral Communities, Inc., a Delaware
Corporation, and a portion of the remainder from Grand Plan 1, LLC to
NDC Skyline Associates, LLC, a Delaware Limited Liability Company.
C. The City enters into this First Amendment to Development Agreement
pursuant to the provisions of the Government Code and applicable City
policies.
D. The Planning Commission has, following a duly noticed public hearing, on
or about May 12, 2008, recommended approval of this First Amendment to
Development Agreement.
E. Entering into this First Amendment to Development Agreement would make
only minor changes to the project by (1) removing the requirement that the
Owner place two gateway entry signs in the public right-of-way with the cost
offset against the public art otherwise required for the project, (2) alter the
timing of public art to be installed as part of the project from all at the outset,
to spread out over four phases of the project, and (3) require Grand Plan 2
and NDC Skyline to be responsible for public art for its three phases of the
project, and Integral Communities i to be responsible for the public art for its
one, single phase.
Ordinance No. NS-2769
Page 1 of 16
F. The City Council has held a noticed public hearing on this Ordinance, and
has considered all testimony presented thereto.
G. The City Council has, on June 20, 2005, approved and certified an
Environmental Impact Report (EIR) in conjunction with this project and
adopted a mitigation monitoring plan together with findings and a statement
of overriding considerations. A notice of determination was subsequently
fried for this project. The Council approves this amendment based upon
this pre-existing environmental documentation and finds that there is
substantial evidence in the record, with respect to this minor Amendment,
that:
There are no subsequent changes proposed in the project
which will require important revisions of the EIR due to new
significant effects not considered in the EIR; and
2. There are no substantial changes occur with respect to the
circumstances under which the project is undertaken which
will require important revisions in the EIR due to the
involvement of new significant effects not considered in the
EIR; and
3. There is no new information relating to the significant effects
of the project and means of reducing or avoiding those
effects, which was not known and could not have been known
at the time the EIR was certified or adopted; and
4. No minor technical changes or additions are necessary to the
EIR.
SECTION 2: The First Amendment to Development Agreement, a true and correct
copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager
and Clerk of the Council are authorized to execute it on behalf of the City. The Clerk of
the City is hereby authorized and directed to cause this First Amendment to Development
Agreement to be recorded with the County Recorder's Office.
SECTION 3: If any section, subsection, sentence, clause, phrase or portion of this
ordinance is for any reason held to be invalid or unconstitutional by the decision of any
court of competent jurisdiction, such decision shall not affect the validity of the remaining
portions of this ordinance. The City Council of the City of Santa Ana hereby declares that
it would have adopted this ordinance and each section, subsection, sentence, clause,
phrase or portion thereof irrespective of the fact that any one or more sections,
subsections, sentences, clauses, phrases, or portions be declared invalid or
unconstitutional.
ordinance No. NS-2769
Page 2 of 16
ADOPTED this 7th day of Jam, 2008.
By
AYES: Councilmembers: Alvarez. Benavides. Bustamante, Martinez,
Pulido, Sarmiento. Tinaiero (7~
NOES: Councilmembers: None (0)
ABSTAIN: Councilmembers: None (0)
NOT PRESENT: Councilmembers: None (0)
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify that the
attached Ordinance No. NS-2769 to be the original ordinance adopted by the City
Council of the City of Santa Ana on July 7.2008, and that said ordinance was published
in accordance with the Charter of the City of Santa Ana.
,,_
Date: 7--0 5 ~O~
Patricia E. Healy
Clerk of the Council
City of Santa Ana
Ordinance No. NS-2769
Page 3 of 16
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
Page intentionally left blank
Ordinance No. NS-2769
Rage 4 of 1fi
A•zaae,~aa
R>rCURDING RF.QUES'1'ED 8Y
ANU WHEN RECORDED MAII,'I'O:
Clerk of the Council
City of Santa Ana
20 Civic Ceater Plata M-30 P.O. I3ax 1988
Santa Ane, Califataia 42702
FREE RECORDING
GOVERNMBNT COdE § b103
FIRST AMENDMENT TO
DEVEiAPMENT AGREEMENT
b3' and betwccn
THE CITY OF SANTA ANA,
THE GRAND PLAN 2, I.L,C,
NDC SIGYLINE ASSOCIATES, LLC.
and
INTP,GRAL COMMUNITIES 1, INC.
Dated: Sul 200R
uoc9ocr i nsszav i aozasr~-ooo ~
Exhibit 1
Ordinance No. NS-2769
Page 5 of 16
A-2008-204
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT RF.TWEEN
TQE CITY OF SANTA ANA, GRAND PLAN ?,,
NDC 3i{YLI~IE ASSOCIATES, LLC, AND
INTEGRAL COMriUNi'1'It9 I, INC.
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First AmendmettC') is
entered into between THE CITY OF SANTA ANA, a charter city Gad municipal exnporadon duly
authorized under the Constitution Gad laws of the State of California ("City'"}, and TFiIEs GRAND
PLAN 2, LLC, a California limited liabr'lity company ("GP2'"}, NDC SKYLINE ASSOCIATES,
LLC, a Delaware Hmited liability company ("Skyline") and INTEGRAL COMMUNITIES I, [NL'.,
a Delaware corporation ("Integal Communities I'~.
1. This Fitat Amendment is eeleted into with reference to the following facts:
1.1 The Grand Plao 1, LLC, a California limited liability company {"GP1"j and
GP2, on the one hand, and City, on the other hand, entered into that certain Development Agreement
dated Augttsi 4, 2005 and recorded in the Onrngr County Official Records on July 2l, 2003 as
lnslrurtteett No. 2005000565108 ("Development Agreement"} pursuant to which, among other thirtpe,
Owner (as defined in the Ueveloptrtent AgroerttenQ is requirod to install Signs and Public Art at a
cost of not to accred Five Hundred Thousand Dollars {~SOU,Ui>0) aI] of which was rb be iwtallod
prior to the issuance by the City of the fast csrctificate of occupancy for any I'slemcnt. GP1 and GP2
subsequently assigned its rights and obligations under the Dcveiopntent Agreement with aspect W
Lake Towers to Skylira end GPI assigned its rights Gad obligations under tho Development
Agreement with respect to Integral to Integral Communities I. Capitalized terms not defined herein
shall have the meaning set forth in the Development Agreement
t.2 Skyline, (iP2, and City now desire to amend the Development Ageetne~t so
as to rmmove the requirement for the instsllstian of the Signs and to provide phasing for the
installation of the Public Art.
2. Section 2,54 and 2.59 aro hereby deleted in their entirety.
3. Section 5.1.7 is hereby deleted and replaced with the fiollowing:
SECTION 5.1.7. Development, Conetrucdon 4nd Completion ai
P~hlk Art. Owner shall include within the Project, a single or groupod
permanent work(s) of public art caasistaat with the Public Art Pian (the
"Public Art") at a cost not to exezod Five Hundred Thousand Dollars
{Ss00,000) ("Public Art Fee").
4. EXHIBIT B, PUBLIC ART PLAN is hereby deleted and replaced with the doeumettt
attached hereto and refererx;ed as Exhibit $.
S. )rxccpt as amended herein the Development Ageement shall remain in full fence and
effect in accordance with its terms.
DOCSOCJ 1273524v 10/024579-~Ki01
Ordinance No. NS-2769
Page 8 of 1 fi
1N WITNESS WHEREOF, this First Amendment has been executed by tho City of
Santa Ana and by Owner,
Dalexi this ~ day of ~. 200R.
THE Cl'I'Y OF SANTA ANA, a chartar city and
municipal carporatian duly authotixed under the
Constitution and laws of the State oFCalifornia
B ~ ~~
Y
DAV1D N. RE
City Managtr
Approved as to Form:
By
J SEPH ETC
ity Altunx
PA il~Qg~ `~
CIiRK I'r11- !'~f A
[Signatures condaue on togowing page)
DOCSOGl273324v 101024579-0001
Ordinance No. NS-2769
Page 7 of 16
THE GRAND PLAN 2, LLC, a Caiifo~nia limited
liability company
Name. ur~i, R..Olson
Its _~1tlseriLtr
NDC SKYLINE ASSOCIATES, LLC
a Iklaware limited liability company
~y ~ t~~'
Name _Cur~E; s R . b4~se n
Its ~t't5id~n1-
INTEGRAL COMMUNITIES I, INC., a Dclawaro
corporation
B
Y
Name
its
Ordinance No. NS-2769
Page 8 of 16
CALIFORNIA ALL-PURPOSE ACKNOWLEDlB~l1ENT
State of California
County of C = ~c.v~ P_ ,.,__ ,
On ~ ~ before me, ~_~~
personally appeared ~.~ ~ C, l~ i'c-~.,2m"-
who proved b me on the basis of satisfactory evidence to
be the persor~ whose name,(s~f~yera-subserbed to the
within instrument and acknowledged to me that
aAi~heraaarted the same ifih~sir aud~orized
capadty~,es). and that by~.signatufe,(d) on the
instrurrern ire pergon~s~; or the entity upon behalf of
which the person~aj acted, executed the instrument.
~~~ I cerfily under PEJVALTY OF PERJUFIY under the laws
Nolay ~'Ca~p tip of the State of California that the toregan
~IpnCaa+Ar true and correct. 9 P~9~Ph ~
INrAonrr-. ~s~anl~
WITNESS mY hand and official I.
Signature f ^.~
Roos Nofa~y Ss sl Acwe d Nbary PW4c
OPTr0111At
Though the hrkmnatlAn below is nor regeursd by law, KTrray prove valuable ro persons nlyar~p on the abcumenr
and Coield prevent lrsudulertt rena0val end TeattaChmsnt o1 This Ibm- tp enoTher docurnenl.
Qescrfption of Attached Isocurrtent
Title or T~rpe of Document: __..._r r raf ~r~e~~~~,rr~+• h, ~ ,~„~l ~~-f- /~r~ Grti--
Document Dete:....... ~~ e.., ~ ~~cTa Y Number of Pa es: ~~~
g
Signer(s) Other Than Named Above; ~uy ~.'LQe~ _li G' • . h1, -
.Hast~..... .
Capacity(les} Claimed by Signer(s)
Signer's Name: v~~~ N . f~F_s~..r-~
_] lndlvidual
Corporate Offer -Title{s):
Cl Partner - r Limited ^ General ~ ~~
^ Attorney In Fact
, Trustee Tac+ a~ ~+umb hero
:J Guardian a Conservator
I Other;
Signer Is Representing: i_
5ignar's Name:^
i l Individual
C; Caporab DAicer -Titlo(s):
^ Partner - L UmRed C.... General
^ Attorney in Fact
TIUEte! lop of ;he1+A nriu
U Guardian or Conservator
^ Other: -
Signer Is Represengng: i__'_____
n2007NariaWNaarY/1roc~son.Y35GM9omArs..P.Qrla?~OE•C71s1erplrC+lB1~U~2MY•twwNSis~rNslsrygp 1MmsSW7 Fmndr.CWTdFFiwI~B00i76iYZ7
Ordinance No. NS-2769
Page 9 of 16
b'TATI: OF CALIFORNIA }
ss.
COUNTY OF O RAlV Cry )
On ~U n G ~ V. Z.Gt7~C .__ before ma, n[I Is-F} h e ttJ Iii • ~ Q ~1~Y} A ~ _, Notary Public,
perooeally appeared Cuffs R. [>I,~et~ ,who proved
to Tne on the basis of satisfactory evidence to be the person{a) whose tutmea{s) isJat~e subscn'bed to
the within instrument and acknowledged w me that hdabeftbey executed the name in hia/lier/t}aeir
authorized tatp~acity(ies), end that by his/herltbeir eignature(s) en iht iuahtutnmt the person(s), or the
entity upon behalf of which the person(a) acted, executed the i~trumeAt.
I certify under PENALTY OE PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my band and official seal
SIGNATURE OF ARY PUBLIC
MMT tM & IIMIfW~tl
Z COMM. ti 1677672
NOTARY PU6lIC-CNJFOIINIA
CW~IFGf COUNTY
MI Con-ra!cn E~P~ JW 22. X10
oocsoratrss~tviaa2as~n-0ooi
Ordinance No. NS-2769
Page 10 of 16
STATR OF CALIFORNIA )
ss.
COUN'T'Y OF )
On before tne, - 4fi _ ,Notary Public,
personally pea I _ ,who proved
to me on the basis of satisf evidestce to be the whose name are subs~ibed to
the within instrument and acltnowled ed to me that she/they executed a same in~i 'herJtheir
authorized capacity and that b}~ba/their sigaatur on fife instrument the perso~(~f . or the
entity upon behalf of which the person acted, executed a tnsttvment.
I certify under PI-MALTY OF PERJUKY under the laws of tbC Stele of California that the foregoing
paragraph is true and corroct
WITNESS my hand and official seal
RE OF ARY LIC
Ut~D6E1-FIFE
ConrlwMon f 167H69
No101t< FIab10 - caMolnlo ?
On~+p~ Coolly
lt~pConwn. t4cpYrellpt 26, Z ~ v~
IK] CSOG t 275524v 1 Ql0245 J4-OOO t
Ordinance No. N5-2769
Page 11 of 16
l:xlll~rr 1~
PUDLIC ART PLAN
1. The Public Art shall be dcsigAOd, constructed and installed by the Owner.
2. A Final iksign Plan, with respect to the Element for which building permits at+e f3tst issued
(the "First Element"), shall be submiuod to the C.ity's Planning Commission within thirty
{30) days prior to the issuance of a Final Certificate of Occupancy for the First Eletttent;
thereafter a Final Design Plan for each subsequent Element (combining G~nema Towers and
the Condo/Of&ce Project) shall be submitted to the City's Planning Commission within one
hundred CiAy (LSO) days prior to issuance of a Pinal Ccrtiftcate of Occupancy for such
subseRuent ElemeaSt (combining Cinema Towers and the Coado/Office Project). The Final
Design Plan shall (i) identify one (1) or more apeciftc items of Public Art for one (1) or more
specific locations and/or application, and (ii) spxify the timing of the installation of the
Public Art which installation shall occur not later than the first (1st) anniversary date of the
City's approval of dx Final Design Plan for e~eh respective F.lelrlrnt, but in nn evart shall all
required Public Art be iastallod later than ninety (90) days follawing the first utility release
on the last Etcment to be constructed. Owner shall have cotamitted, by written contract, to
expend not less than One Hundred Twenty-Five Thousand Dollars ($125,000} in connection
with the Public Art upon the issuance of a certificate of occupancy for each of the following
(i) Lake 'Towers, (ii) Cinema Towers and/or the Condo/Office Project, (iii) integral, and (iv)
Retail Project, but in no event exceeding an aggregate of Five Hundrai Thousand Dollars
(5500,000). Skyline shall be responsible for the Public Art for Lake Towers and t3P2 shall
be responsible far the Public Art for all other Elenxnts.
3. The Pnbiic Art should invite participation and interaction, inspirti, add local meaning,
imerpret the community by revealing its culture or history, sadlor capture or reinforce the
unique character of the new place.
4. The Public Art should be constructed using durable materials and finishes including but cot
limited to stone or metal.
5. 'llEte Public Art should be comprised of a single or grouped pcrmanont worlt{s) at a prime
location visable W the public and sited to complement features such as plaza or architectural
wmponents ao that the Public Arl is an intcgrol part of the development site.
6. Vo Public Art shall include advertising of any type, including but not limited to products,
services or businesses.
7, All Public Art shall be properly tnainlalned at all limes, be free of any graffiti and shat! not
incorporate any flashing or distracting form of illtttnins6on.
i{. The Owner may assign ownership, maintenance and/or repair n:sponsibilities of the Public
Art to one or more Owners' Association(s}.
1)O(:SOGI275S23v 10I024S79-0001
B-l
Ordinance No. NS-27fi9
Page 12 of ~ 6
9. Ap Public Art shall remain on the Property and may not be removed without flit approval of
the Planning Commission.
10. F.xpenaes not included in the Public Art Fee.
i. F.xponscs w locate the artist(s) (e.g., airfare for artist interviews, etc.)
ii. Architect end Landscape Architect fees iacutred in connection with the Public
Work(s) of Art.
iii. Landscaping around Public Works} of Art that is not included as part of the artist's
sculpture furnishings, including, but not limited to, functional structuc+ea,
prefabricated water or eloctrical features not crated by the artist, and oraameniel
enhancements.
iv. Utility fees associated with activating electronic or wale generated artwork.
v. Lighting elements not integral w the illumination of the Public Art.
vi. Publicity, public relation., photographs, educational materials, business letterhead w
logos bearing artwork image.
vii. Dedication ceremonies, including sculpture unveilings or grand openings.
DOC:S!UC~! 275524r I Wp24579 OOpI
H-2
Ordinance No. NS-2769
Page 13 of 16
COVSF.NT OF I.F.NI7F.R
The undersigned ("beneficiary"} holds the beneficial interest in that certain Deed of
Trust recorded in the Office of the County Recorder of Orange on September 7, 2006 as
Instrument No. 2005000598226 (as amended or modified, the "lndymac Deed of Trust"},
which lndymac Deed ~f Trust encumbers all or a portion of the Property covered by the First
Amendment to lhrvelopment Agreement ("Amendment"). The undersigned herCby
consents to the foregoing Amendment and agrees that the Amendment shall continue in full
fnroe and effect, even in the event of foreclosure or trustee's sale pursuant to such lndymac
Deed of Trust, or any other acquisition of title by the undersigned. its successors or assigns,
of all or any portion of the real property covered by such lndymac Deed of Trust.
l.~tcd: S.__ v~S_ 1NDYMAC BANK, FSB
Qy:. _._ _.._
Name: t r ~ a
'f itle: r
STATE OF CALIFORNIA
COl'N'IY OF WS ANGELES
ss.
Un May 30, 200$ before rne, Ofelia E. Tejada, Notary Public. personally appeared
Anthony 1luitrado who proved to me on the basis of satisfactory evidence to be the personEa}
whose name{ej islare-subscribed to the within instrument and acknowledged to me that
hefsey executed the same in hislherltfreir authorized capacity(ies},, and that by
hisllur~their signature{s}on the instrument tix person(s~; or li>c entity upon behalf of which
the pcrsonls}acted, executed the instrurncnt.
1 certify under P>;NAL'I'Y OF PER.fURY under the laws of the State of E'alifornia
that the foregoing paragraph is true and correct.
W 17'NL'S5 ~ ha and o icial seal. ~'~ ~' ~~
CannrhNoe ! 17lf/ti1
t+totatr t-uello ' o
Signature ~.~.~~a`,r~~r~ ~ t
(Seulj
Ordinance No. NS-2769
Page 14 of 16
CONSENT OF LENDER
The undersigned (µBeneteiary") holds the beneficial it in that certain Decd of
Trust With Arsignrnerti of Rents, Security Agreement and Fixture Filing rocor'ded in the
Office of the County Recorder of O+•ange on August 23, 2005 as Instrument No.
2005000664545 {as atnendcd, the "BOA Deed of Truat'~, which BOA Deed of Trust
encumbers all or a portion of the Property covered by the First Amendment to Development
Agreement (KAmeddment"). The undersigned hereby consents to the foregoing
Amendment and agrees that the Aatendtnent shall continue in full force and effect, even is
the event of foroclosure or trustee's sale pursuant to the BOA Dood of Trusl, or aay other
acquisition of title by the undersigned, its succeasara or assigns, of al! or any portion of the
real property coverod by the HOA Deed of Trust.
Dated: ~ 2 ~= BANK OF AMERICA, N.A.
sy:
Name: [ ~-
Title: S~ • V tc.~ P~ it~c^ta;
STATI? OF CALIFORNIA )
sa.
CovNTY of drq~na_ L )
On .3i,e,nL 2~ 200$ before me, ~, ~~r•~ ,Notary
Public, persoaally appeared ~nn~ L..~~
ho proved to me on the basis of satisfactory evidence to be the persort(sJ whose names(
i~, are subscribed to the within instrument and acknowledged to me that k~/titey executed
the same in hi~ltheir authorized capacity(ias'}, and tbat by i/their slgnature(~a} on the
instrument the persott{~y, or the entity upon behalf of which the peraon(a~cted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is we and correct.
WITNESS my hand and official seal
~.
CO~rnlubfl ~f i 7iZN0
trotory Wbllc ~ CWHonfta
Or'pnp~ CowNy
I~Clonuri X21, X11
SIGNAT F NOTARY PUBLIC
Ordinance No. NS-2769
Page 15 of 16
CONSENT OF LCNDCR
'The undersigned {as successor-in-interest to Fremont investment & Loan, u
California industrial bank, "Benetiiciary") holds the beneficial interest in that certain Deed of
Trust and Cixture Fiiing recorded in the Uflice of the County Recorder of Orange on June 20.
2006 as Instrument Na. 200b000411437 (as amended, the "iStar Decd a! Trust"). which
iStar Deed of Trust encumbers all or a portion of the Property covered by the First
Amendment to Development Agreement ("Amendrnest"). The undersigned hereby
consents to the foregoing Amendment and agues that the Amendment shall continue in full
force and effect, even in the event of forecbsure or trustee's sale pursuant to the iStar Deed
oi' Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all
or any portion of the real property covered by the iStar Deed of Trust.
Dated: (~ 9~0 1STAIt rM LOANS LLC
Name: 1 Ic A~J
Title: Vitf P,~srQ+E'^rr
51'A7~: OF CAL[FORN[A )
) SS.
COUNTY OF ~,~;~~,r. )
On Arc. 1~' before me, (here insert name and title of the officer),
personally appeared i who proved to me on the basis of satisfactory
evidence to be the persvn(~ whose name(s~ islare subscribed to the within instrument and
acknowledged to me that ha/sheJehey executed the same in hislirer+ttl~eir authorized
capacily(ive), and that by his/Itet~4fteirsignatureEs) on the instrument the person(a•}, or the
entity upon behalf of which tfie person( acted, executed the instrument.
1 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, ca~m~m~an ~ b9~53~9d
,.., Plotory Publ+c • Caglort+to
Ocon~ County
nny coma,. Baas oa s, zar
S igrratu
t ~~1
Ordinance No. NS-2769
Page 16 of 16