HomeMy WebLinkAbout31F - PARTIAL ASSMT CITY PLACEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 17, 2008
TITLE:
PARTIAL ASSIGNMENT OF DEVELOPMENT
AGREEMENT FOR THE CITY PLACE
COMMERCIAL CENTER AT THE NORTHEAST
CORNER OF MAIN STREET AND MEMORY
LANE
l~ ~ % ~ J u
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1S` Reading
^ Ordinance on 2"d Reading
^ Implementing Resolution
^ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Direct the City Manager to authorize the partial assignment of the
Development Agreement for the City Place commercial center to LIC, Santa
Ana Retail, Inc., a Delaware Corporation, with such non-substantive
changes as may be approved by the City Manager and City Attorney.
DISCUSSION
On February 14, 2005, the City Council approved numerous entitlements
requested by Main Street Concourse LLC for City Place, a mixed-use
project located at the northeast corner of Main Street and Memory Lane.
These entitlements included a development agreement for the entire
development as well as a environmental impact report, conditional use
permit and vesting tentative tract map to allow approximately 58,000
square feet of commercial space and 185 residential condominium units in
the form of live-work and townhouse development to be constructed by Main
Street Concourse LLC. Since the project's approval and development, Main
Street Concourse LLC has elected to sell its development rights for the
commercial center component to LIC, Santa Ana Retail, Inc., a Delaware
Corporation. LIC, Santa Ana Retail, Inc., a Delaware Corporation is
affiliated with the Phoenix Property Company, a developer of luxury
residential and mixed-use properties across the nation. These
properties, comprised of over 6243 units and 165,000 square feet of
retail space, are currently valued in excess of $1 billion.
Section 4.4 of Development Agreement No. 2004-04 allows the transfer of
property to another party with City Council approval. Prior to the
transfer, the Development Agreement requires a review of LIC, Santa Ana
Retail, Inc., a Delaware Corporation development experience and financial
capability to ensure LIC, Santa Ana Retail, Inc., a Delaware Corporation
has the financial capability and development experience that is equal to
31 F-1
Partial Assignment of Development Agreement
for the City Place Commercial Center
November 17, 2008
Page 2
or greater than Main Street Concourse LLC. Further, the transfer of
rights will include an assignment and assumption agreement confirming
that the duties, obligations and liabilities from this Agreement are
assumed by LIC, Santa Ana Retail, Inc., a Delaware Corporation. This
ensures that the plans approved by the Planning Commission and City
Council, together with all conditions and requirements, remain in place.
Staff has reviewed various information concerning LIC, Santa Ana Retail,
Inc., a Delaware Corporation. LIC, Santa Ana Retail, Inc., a Delaware
Corporation and have concluded that they are a stable, sound company with
the ability to maintain a high quality commercial project. Also, its
expertise in completing various types of projects, including mixed-use
urban infill projects and multi-family residential development
substantiates its solid track record in developing and maintaining high
quality projects. LIC, Santa Ana Retail, Inc., a Delaware Corporation
has a variety of projects throughout the country which have been
completed, including West Village, a five-building mixed-use urban
village with internal streets and pedestrian circulation, 179 units and
135,000 square feet of retail on the ground level in Dallas, Texas;
GrandMarc at Westberry Place, four and five story structures built over
one story of retail, service and amenity space, containing 244 housing
units and 30,000 square feet of retail in Fort Worth, Texas; and
GrandMarc at Seven Corners, a four story mixed use project containing 183
housing units and 14,580 square feet of retail.
LIC, Santa Ana Retail, Inc., a Delaware Corporation is an experienced
company that has the capabilities to lease and maintain a high quality
commercial project. Therefore, staff recommends that the City Council
authorize the City Manager to execute documents transferring the
development rights for the City Place commercial center project to LIC,
Santa Ana Retail, Inc., a Delaware Corporation.
FISCAL IMPACT
There is no fiscal impact associated with this action.
M. Trevino
Executive Director
Planning & Building Agency
SK:rb
sk\reports\City Place DA transfer 2008
31 F-2
L Wasser@gibsondunn.com
October 30, 2008
(949) 451-3848 R 22553-00006
(949) 475-4770
VIA EMAIL
Office of the Clerk of the City Council
of Santa Ana
20 Civic Center Plaza, 8th Floor
Post Office Box 1988
Santa Ana, CA 92702
Re: Purchase and Sale Agreement and Joint Escrow Instructions, dated
September 10, 2008 (as amended, the "PSA "), by and among LIC Santa
Ana Retail, Inc., a Delaware corporation ("Buyer "), and Main Street
Concourse Retail LLC, a California limited liability company
("Concourse Retail') and Main Street Concourse LLC, a California
limited liability company ("Concourse Owner ")
Dear Sir or Madam:
Pursuant to the above referenced PSA, Concourse Retail and Concourse Owner
(collectively, "Seller") have agreed to sell to Buyer that certain real property located at the corner
of Main Street and Memory Lane in the City of Santa Ana (the "City"), consisting of
approximately 6.01 acres of land and 57,909 square feet of retail space, as more particularly
described on Exhibit A attached hereto (the "Property"), which is operated as a commercial
shopping center commonly known as "City Place." The Property is currently subject to that
certain First Amended and Restated Development Agreement dated February 14, 2005, by and
between the City and Concourse Owner (the "Development Agreement").
In connection with the foregoing, pursuant to Section 4.4 of the Development Agreement,
Seller hereby requests that the City Council approve the proposed sale of the Property to Buyer,
and place such request for approval on the consent calendar for the City Council meeting to be
held on November 17, 2008.
31 F-3
Office of the Clerk of the City Council
October 30, 2008
Page 2
Please let us know if you have any questions with respect to this request.
Sincerely,
Lesley Wasser
LW/lw
cc: Robert H. Bisno
Bill Hammerstein
Edward Fentin
Drew Flowers
31 F-4
Office of the Clerk of the City Council
October 30, 2008
Page 3
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Santa Ana, County of Orange, State of California, described as
follows:
LOT 4 OF TRACT NO. 16565 FILED IN BOOK 872 PAGES 32 THROUGH 38 OF
MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE
COUNTY.
100546967.2 (City Place_ Letter re Consent Calendar Kequest).DOC
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