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HomeMy WebLinkAboutMAINPLACE MF 2, LLC; QR US FINANCE REIT, LLC; MAINPLACE SHOPPINGTOWN, LLC. N-2026-061 0:Pip (b) N1JVAli Po shigv 01 CERTIFICATE OF COMPLIANCE �i�Ptzes►,Kpou�(Dz) THIS CERTIFICATE OF COMPLIANCE is made and entered into as of the date of signature below by THE CITY OF SANTA ANA, CALIFORNIA (the "City") to and for the benefit of MAINPLACE MF 2, LLC, a Delaware limited liability company ("Phase II MF Owner"), as Owner of the property described on Exhibit A ("Pro e "), and QR US FINANCE REIT LLC, a Delaware limited liability company("Lender"), and their respective successors and assigns (collectively, the "Reliance Parties"), with respect to (i) that certain Development Agreement No.2018-02 between MAINPLACE SHOPPINGTOWN,LLC("Original Owner"), and the City recorded on July 24, 2019 as Document No. 2019000265786 (the "Development Agreement"), and (ii) that certain Memorandum of Understanding between Original Owner and the City recorded on August 5,2025 as Document No. 2025000216793 (the"MOU"and,together with the Development Agreement, the "Agreements"). The City confirms to the Reliance Parties as of the date hereof as follows: 1. The ordinance approving and authorizing the Development Agreement is Ordinance No. NS-2967 (the "Ordinance"). Accordingly, the Effective Date of the Development Agreement is July 18, 2019 and the Initial Term will expire on July 18, 2029. 2. Each of the Agreements and the Ordinance is in full force and effect and has not been cancelled, terminated, modified, supplemented, amended or assigned in any way whatsoever. The City has not received any written notice from any Owner that such Owner has elected to terminate the Development Agreement in accordance with Section 6.4 thereof. All Conditions for Approval for Tentative Parcel Map No. 2018-01 attached as Exhibit A to the Ordinance (the "Conditions of Approval") have been satisfied in full except: those identified in Exhibit A to City Council Resolution No. 2019-041, attached hereto as Exhibit B, other than Items 4 and 14 listed therein which have been satisfied. 3. City has not received or given any notice of default under the Agreements, nor any notice of modification or termination pursuant to Section 5.4 of the Development Agreement, and each of the Phase II MF Owner, Original Owner, the other Owners, the Property, and the Project are in compliance with the Agreements in all material respects. 4. The entitlements for the Project in effect as of the date hereof are listed on Exhibit C ("Project Approvals"). To the best of the City's knowledge, all such Project Approvals are final and not subject to challenge or appeal. 5. There are no outstanding Permit Fees for permits issued as of the date hereof or Development Impact Fees owed by the Phase II MF Owner or the Property,and all amounts due from Phase II MF Owner,the Owners and/or relating to the Property and/or the Project under the Agreements have been, to date, paid. Additional Permit Fees and/or Development Impact Fees will be due and payable at such time as additional permits are issued by the City. ACTIVE/204769153.11 6. To the best of the City's knowledge, no litigation or referendum measure has been commenced that challenges the Project, the Agreements, or the Ordinance, or any of Project Approvals. 7. This Certificate of Compliance is delivered in connection with Sections 5.6.1 and 9.20 of the Development Agreement. 8. Lender qualifies as an"Mortgagee", and as such, the City will treat Lender as a Mortgagee in accordance with Section 8 of the Development Agreement. In accordance with Section 8.2 of the Development Agreement, Lender hereby requests that a copy of any notice of default given to any Owner under the terms of the Development Agreement be provided to Lender at the following address: QR US Finance REIT LLC Suite 800, 666 Burrard Street Vancouver, British Columbia, Canada V6C 2X8 Attention: Brandon Bachner e-mail: brandon.bachner@quadreal.com QR US Finance REIT LLC Suite 800, 666 Burrard Street Vancouver, British Columbia, Canada V6C 2X8 e-mail: mortgage.service@quadreal.com QR US Finance REIT LLC Suite 800, 666 Burrard Street Vancouver, British Columbia, Canada V6C 2X8 Attention: Chief Legal Officer e-mail: chief.legal.officer@quadreal.com In the event any Owner is in default of the Agreements, Lender shall be permitted (but not be obligated)to cure such default, and the City shall be obligated to accept such cure. 9. The City certifies that all information stated in this Certificate is accurate and correct in all material respects as of the date hereof, and does not omit any material fact that would make any statement false or misleading and that the undersigned representative is duly authorized to sign this Certificate on the City's behalf. 10. The Reliance Parties are entitled to rely upon the truth and accuracy of the certifications made herein, and said certifications shall be binding upon the City and inure to the benefit of the Reliance Parties. ACTIVE/204769153.11 All capitalized terms used herein which are not defined shall have the meaning ascribed to such term in the Development Agreement. [Signature Page to Follow] ACTIVE/204769153.11 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of �Z , 2026. CITY: Approved as to form: CITY OF SANTA ANA, CALIFORNIA By: By: � Melissa M. rosthwaite Alvaro Nunez Senior Assistant City Attorney City Manager ATTEST. 2 i er L. Clerk ACTIVE/204769153.11 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California 1 County of OrCArole, J} On Ma c 2, before me, �Uln Imo► R/ �J �C., Date Here Insert Name 6nd Title of th Officer personally appeared Wo-ry wury-z Nome(s)of Signer(s) who 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 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. EVELYNiaARRA Notary Public•California WITNESS m hand and official seal. Orange County Y Commission t Z4a9063 *MY Comm,Expires May 3,2C28� Signature Place Notary Seal and/or Stamp Above Sin re of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer— Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: 02019 National Notary Association Exhibit A Legal Description LOT 2, AS SHOWN IN THAT CERTAIN LOT LINE ADJUSTMENT NO. 2023-01, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED AUGUST 31, 2023, AS INSTRUMENT NO.2023000213469, OF OFFICIAL RECORDS. ACTIVE/204769153.11 EXHIBIT A Conditions for Approval for Tentative Parcel Map No. 2018-01 Tentative Parcel Map No. 2018-01 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this tentative parcel map. The Applicant must remain In compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the tentative parcel map. 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2018-17, 2. The project and map shall comply at all times with the requirements listed in the attached Public Works Agency memorandum dated May 8, 2019 and attached hereto. 3. Two copies of the recorded final parcel map shall be submitted each to the Planning Division, Building Division and Public Works Agency within 10 days of recordation. 4. Pursuant to the developmenfi agreement for the Project (Development Agreement No. 2018-02), Applicant must submit a Property Maintenance Agreement (PMA) for the project to the case planner for review and approval prior to the final map being recorded. 5. The tentative parcel map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the State Subdivision Map Act. 6. After project occupancy, landscaping is to be maintained in accordance with the landscape plan approved for the project. This shall include the minimum levels of plant materials shown on the landscape plan and installed at the time of occupancy. 7. The property owner shall be responsible for maintaining the lots free from debris, overgrown vegetation, and graffiti. The property owner shall provide as part of the PMA that the owner of each lot or condominium shall immediately remove any graffiti placed thereon. Any graffiti must be removed within 24 hours. Resolution No. 2019-041 Page 7 of 9 8. The final map must be approved and recorded prior to issuance of permits for all on- site improvements such as, but not limited to the sidewalk and driveway apron improvements. 9. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. Prior to approval of Certificate of Occupancy, all on-site improvements shall be made in accordance with the submitted plans. 10.Prior to submittal of the final map, submit a management plan per Section 34-184 of the Santa Ana Municipal Code, 11.Prior to submittal of the final map, submit a conversion plan per Section 41-1804 of the Municipal Code, 12.Landscaping shall be maintained in compliance with the submitted plan. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 13.Park impact fees shall be directed to Santiago Park improvements. — Suggested for addition to the Conditions of Approval by the Planning Commission on May 13, 2019. 14.Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a property maintenance agreement with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: a, Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of Resolution No. 2019-041 Page 8 of 9 trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Developer and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the property maintenance agreement and both shall be jointly and severally liable for compliance with its terms. f. The property maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement. g. The property maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the property maintenance agreement shall be a condition precedent to the final map being recorded. Resolution No. 2019-041 Page 9 of 9 Exhibit B City Council Resolution No. 2019-041 ACTIVE/204769153.11 LS 6.4.19 REV RESOLUTION NO. 2019-041 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2018-01, AS CONDITIONED, TO ALLOW SUBDIVISION OF SIX EXISTING PARCELS INTO 10 PARCELS FOR THE MAINPLACE MALL AT 2800 NORTH MAIN STREET WHEREAS, MainPiace Shoppingtown, LLC ("Developer" or "Applicant") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ("Property') in the,City; and WHEREAS, Developer is requesting approval of a Tentative Parcel Map to allow the subdivision of six existing parcels (APNs 002-210-48, 002-221-27, 002-221-30, 002- 221-51, 002-221-52, 002-222-01) into 10 parcels for the MainPlace Mall at 2800 North Main Street; and WHEREAS, as part of this project, Developer also requested adoption of the proposed MainPlace Mall Specific Plan, for recommendation by the Planning Commission and approval by the City Council; and WHEREAS, Santa Ana Municipal Code section 34-127 authorizes the Planning Commission to review and approve a Tentative Parcel Map; and WHEREAS, on May 13, 2019, the Planning Commission held a duly noticed public hearing on Tentative Parcel Map No. 2018-139; and WHEREAS, the Planning Commission has determined that the required findings, which must be established in order to grant Tentative Parcel Map No. 2018-139, have been established as required by Santa Ana Municipal Code; and WHEREAS, the physical effects, if any, of the MainPlace Project and this Tentative Parcel Map have been analyzed pursuant to California Environmental Quality Act ("CEQA") (Pub. Resources Code section 21000 et seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project ("1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum"), and the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum"), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project, NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1 a CEQA. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: Resolution No, 2019-041 Page 1 of 9 Based on the substantial evidence set forth in the record, including but-not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (1) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (Ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (Ili) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2. FINDINGS, Based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby determines that following findings, which must be established in order to grant Tentative Parcel Map No. 2018-01, have been established as required by Santa Ana Municipal Code: A. The proposed project, as conditioned, and its design and improvements are consistent with the District Center designation of the General Plan and are otherwise consistent with all other Elements of the General Plan, Tentative Parcel Map No. 2018-01, as conditioned, and its design and improvements will be consistent with the District Center (DC) land use designation of the General Plan and are otherwise consistent with all other Elements of the General Plan and applicable Specific Plans. The proposed subdivision is consistent with: Resolution No. 2019-041 Page 2 of 9 I. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. 2. HE Policy 2.2: Create high intensity, mixed-use urban villages and pedestrian-oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities In the varied District Centers. 3. HE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. 4. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. 6. LU Policy 1 2: Maintain and foster a variety of residential land uses In the City. 6. LU Policy 4,3: Support land uses which provide community and regional economic and service benefits. 7. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. 8. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses, 9. LU Policy 5.7: Anticipate that the intensity of new development will not exceed available infrastructure capacity. 10.Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. 11.Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. 12.UD Policy 1.1: New development and redevelopment must have the highest quality design, materials, finishes and construction. B. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as all other applicable City ordinances, including the proposed MalnPlace Mall Specific Plan. Tentative Parcel Map No. 2018-01, as conditioned, will conform to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project, as conditioned, conforms to the provisions of Chapter 34 and 41 of the Santa Ana Municipal Code including parking, setbacks and height. In addition, a Property Maintenance Resolutlon No. 2019-041 Page 3 of 9 Agreement will address issues such as drainage, reciprocal access, landscaping and maintenance that will be recorded prior to approval of the final map. C. The project site is physically suitable for the type and density of the proposed project, The project site is physically suitable for the type and density of the proposed project. The existing buildings on the project site were constructed in compliance with applicable city standards at the time of construction. All anticipated new construction or building expansions will be subject to the development standards in the proposed Specific Plan No. 4 (Ordinance NS- 2966). Any future development will comply with the provisions of the Santa Ana Municipal Code and Specific Plan No. 4. D. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. Since the project is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. E. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision not having any detrimental effects upon the general public, All necessary utilities and infrastructure improvements currently exist and comply with City standards. All new infrastructure required will be constructed per the standards in Specific Plan No. 4 (Ordinance NS-2966), Therefore, approval of this subdivision will not cause any serious public health problems, F. The design or improvements of the proposed project will not conflict with the easements necessary for public access through or use of the property within the proposed project. The designs or improvements associated with approval of the tentative parcel map will not conflict with easements" necessary for public access through or use of the property within the proposed project. The project site will allow for shared common access within the development, which is outlined in the Property Maintenance Agreement which will ensure all ingress and egress easement and access will be maintained for the project site. Resolution No. 2019-041 Page 4 of 9 SECTION 3. EFFECTIVENESS. Approval of the Tentative Parcel Map shall not be effective unless and until the following are adopted and become effective: Resolution No. 2019-040 (2019 Addendum) and Ordinance No. NS-2966 (MainPlace Mall Specific Plan). If the approvals and the Specific Plan are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this Tentative Parcel Map approval shall be null and void and have no further force and effect. SECTION 4. CITY COUNCIL ACTION. The City Council hereby approves Tentative Parcel Map No. 2018-01, as conditioned, and which approval shall not be effective unless and until the City Council approves the 2019 Addendum and the MainPlace Mall Specific Plan. The conditions of approval are included herein and attached as Exhibit A. SECTION 5. INDEMNIFICATION. The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. ADOPTED this 4th day of June, 2019. Migy5W. Pulido Mayor Resolution No. 2019-041 Page 5of9 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: S t- Lisa Storck, Assistant City Attorney AYES: Councilmembers Iglesias, Penaloza, Pulido, Villegas(4) NOES: Councilmembers Sarmiento, Solorio (2) ABSTAIN: Councilmembers None (0) NOT PRESENT: Councilmembers None (0) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2019-041 to be the original resolution adopted by the City Council of the City of Santa Ana on June 4, 2019. Date: Norma Mitre Acting Clerk of the Council City of Santa Ana Resolution No. 2019-041 Page 6 of 9 Exhibit C Project Approvals • City Council Resolution No. 2019-041 approving Tentative Parcel Map No. 2018- 01 • City Council Resolution No. 2019-040 approving and adopting an addendum to the Environment Impact Report for the Fashion Square Commercial Center Project( SCH NO. 1983021103) and re -adoption of a mitigation monitoring and reporting program. • Ordinance No. NS-2966 approving Amendment Application No. 2018- 04 to establish the MainPlace Specific Plan (Specific Plan No. 4). • Ordinance No. NS-2967 approving Development Agreement No. 2018- 02. ACTIVI/204769153.11