HomeMy WebLinkAbout75B - PH - NEW PROPERTY OWNER 200 E FIRST AMERICAN WAYRYAN OGULNICK (FORMERLY OWNED BY VINEYARD DEVELOPMENT CORPORATION)
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 5, 2013
TITLE:
PUBLIC HEARING - MODIFY DEVELOPMENT
AGREEMENT NO. 2012-01 TO ALLOW AN
AMENDMENT AND ASSIGNMENT TO A NEW
PROPERTY OWNER FOR THE MET DEVELOPMENT
PROJECT LOCATED AT 200 EAST FIRST AMERICAN
WAY - GENESIS REAL EST
GROUP, APPLICANT
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1" Reading
? Ordinance on 2nd Reading
? Implementing Resolution
? Set Public Hearing For
CONTINUED TO
FILE NUMBER
CITY
RECOMMENDED ACTION
Adopt an ordinance amending Development Agreement No. 2012-01 directing the City Manager to
authorize the assignment and amendment of Development Agreement No. 2012-01 for The Met
development project to First Rock Santa Ana, LLC, development entity for Genesis Real Estate
Group, subject to the finalization of the sale of the subject property to First Rock, with such non-
substantive changes as may be approved by the City Manager and City Attorney.
2. Adopt a resolution approving an addendum to the Mitigated Negative Declaration and Mitigation
Monitoring Program, Environmental Review No. 2011-46.
PLANNING COMMISSION ACTION
On July 8, 2013, the Planning Commission recommended that the City Council direct the City Manager
to authorize the assignment and amendment of Development Agreement No. 2012-01 for The Met
development project to First Rock Santa Ana, LLC, development entity for Genesis Real Estate Group,
subject to the finalization of the sale of the subject property to First Rock, with such non-substantive
changes as may be approved by the City Manager and City Attorney; and approve and adopt an
addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental
Review No. 2011-46 by a vote of 7:0 to facilitate a change in ownership for The Met development
project located at 200 East First American Way.
SUMMARY
In 2012, the City Council approved this five-story, 271-unit multi-family project, which would be
constructed over a two-level parking garage. The project includes a variety of on-site amenities for its
residents, commensurate with other recent projects approved or constructed in the City. A .8-acre
portion of the site was left for a future high-rise project, and this portion will require subsequent review
and approval by the Planning Commission and City Council. The development agreement for the
project prohibits transfer of the development rights within the first two years. The two-year period
expires April 15, 2014.
75B-1
DA No. 2012-01
August 5, 2013
Page 2
The property was placed in voluntary receivership earlier this year and the Judge appointed a receiver
to sell the property. Consequently, this request stems from the receiver's intent to sell the property to
Genesis Real Estate Group. The details surrounding the receivership, Genesis Real Estate Group and
the development project are attached in the Planning Commission staff report (Exhibit A). The
Planning Commission made no changes to the terms of the agreement outlined in Exhibit A.
FISCAL IMPACT
There is no fiscal impact associated with this action.
J y . Trevino
Executive Director
Planning and Building Agency
SK:rb -sk\wp5l keportsOM 2-01 Mod.cc
Exhibit: A. Planning Commission Staff Report
75B-2
REQUEST FOR
Planning Commission Action
PLANNING COMMISSION MEETING DATE:
JULY 8, 2013
TITLE:
PUBLIC HEARING - FILED BY DOUG COBB, GENESIS
REAL ESTATE GROUP TO MODIFY DEVELOPMENT
AGREEMENT NO. 2012-01 TO ALLOW AN AMENDMENT
AND ASSIGNMENT TO A NEW PROPERTY OWNER
FOR THE MET DEVELOPMENT PROJECT LOCATED AT
200 EAST FIRST AMERICAN WAY
PLANNING COMMISSION SECRETARY
APPROVED
? As Recommended
? As Amended
? Set Public Hearing For
DENIED
? Applicanrs Request
11 Staff Recommendation
CONTINUED TO
Prepared by Sergio Klotz
xeculive Director
Planning Mana r
RECOMMENDED ACTION
Recommend that the City Council:
Direct the City Manager to authorize the assignment and amendment of Development
Agreement No. 2012-01 for The Met development project to First Rock Santa Ana, LLC,
development entity for Genesis Real Estate Group, subject to the finalization of the sale of the
subject property to First Rock, with such non-substantive changes as may be approved by the
City Manager and City Attorney.
2. Approve and adopt an addendum to the Mitigated Negative Declaration and Mitigation
Monitoring Program, Environmental Review No. 2011-46.
DISCUSSION
Request of the Applicant
Doug Cobb of Genesis Real Estate Group is requesting approval of an amendment and assignment of
an existing development agreement to facilitate a change in ownership for the development project
known as The Met, a multi-family residential project located at 200 East First American Way.
Protect Location and Background
The project site lies within the MacArthur Place District Center (SD 43), a master planned, 62-acre
mixed-use project located on the north side of MacArthur Boulevard between Main Street and the
Newport-Costa Mesa (SR-55) Freeway.
The site is a vacant, 3.1-acre rectangular shaped parcel situated at the northeast corner of MacArthur
Boulevard and MacArthur Place. Currently, the MacArthur Place District Center area is developed
with approximately 894,000 square feet of office uses, 20,000 square feet of retail space, a 7-story,
251 room DoubleTree Hotel, a 190-room Courtyard by Marriott hotel and 346 for-sale and rental
residential units. EXHIBIT A
75B-3
DA No. 2012-01
July S, 2013
Page 2
Surrounding land uses include several office buildings to the north, the Hutton Center retail and office
development to the south, a parking structure to the east used by First American, and the Pinnacle
Apartments, a mixed use retail/residential project to the west (Exhibits 1 and 2).
Appointment of Receiver and Assignment of Development Agreement
On April 16, 2012 Vineyard Development Company (VDC) received approval for a 271-unit multi-family
residential project including; a development agreement, amendment to the Specific Development
zoning, a subdivision map, and site plan review approval. Subsequent to the approval of the project
the developer, Vineyards Development, and their financial partners entered into voluntary court
receivership in order to resolve various property interest disputes. On September 7, 2012 Judge
James C. Chalfant appointed David Wald as the property's Receiver granting authority to take
possession of and manage the property (Exhibit 3). On November 27, 2012 the Court authorized
Mr. Wald to list the property for sale with Jones Lang LaSalle, a real estate brokerage firm
(Exhibit 4). The property was subsequently marketed for sale and various development companies
were considered. On April 16, 2013 the Court authorized Mr. Wald to sell the property to Genesis
Real Estate Group, subject to the assignment of the Development Agreement to Genesis by the City
and its modification to remove the requirement that Ryan Ogulnick be involved in the development
of the property (Exhibit 5). Genesis Real Estate Group in turn formed First Rock Santa Ana, LLC as
the single-purpose entity for the project. The amendments to the Development Agreement
reference both First Rock and Genesis.
75B-4
DA No. 2012-01
July 8, 2013
Page 3
Genesis Real Estate Group is an experienced land development company who have constructed a
wide range of quality residential projects throughout the country. A brochure detailing their project
experience is included as an attachment to this staff report (Exhibit 6). Staff recommends approval of
the amendment and assignment of the Development Agreement (Exhibit 7).
Public Notification
The project site is located adjacent to the boundaries of the Sandpointe Neighborhood Association.
The president of the neighborhood association was notified by mail 10 days prior to this public
hearing. Further, the site was posted with a notice advertising this public hearing, a notice was
published in the Orange County Reporter and mailed notices were sent to all property owners within
500 feet of the project site, as well as concerned citizens listed on the Permanent Notification List. At
the time of this printing, no correspondence, either written or electronic, had been received from the
neighborhood presidents or any members of the public.
CEQA Compliance
A Mitigated Negative Declaration (MND) was prepared for The Met development and adopted in
January of 2012. The project proposed development of a 284-unit multi-family apartment complex on
approximately 3.1 acres located at 200 East First American Way. An approximately 0.6-acre portion of
the site located on the northeast corner was identified to remain undeveloped and vacant. As part of
the final deliberations on the project, the City Council approved modifications to the site plan which
increased the size of the vacant area to 0.82 acres and shifted its location to the southeast corner of
the project site. The project changes did not alter the findings of the original MND, but an addendum
has been prepared in order to memorialize these changes and conform the MND to the project
approved in the Development Agreement. Staff recommends the approval and adoption of an
addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental
Review No. 2011-46 (Exhibit 8).
75B-5
orvy l 1
sktrepotls1DA1201 Mod.010813. pc
DA No. 2012-01
July 8, 2013
Page 4
Attachments:
Exhibit 1 - Vicinity Map
Exhibit 2 - Land Use Map
Exhibit 3 - Court Order Appointing Receiver
Exhibit 4 - Court Order Authorizing Property Listing
Exhibit 5 - Court Order Selecting Buyer
Exhibit 6 - Genesis Real Estate Group Company Brochure
Exhibit 7 - Development Agreement
Exhibit 8 - Negative Declaration Addendum
75B-6
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P L A N N I N G A N 0 B U I L D I N G A G E N C Y
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EXHIBIT 2
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Barry P. King, Esq. (State Bar No. 53890)
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9255 Sunset Boulevard, Suite 920 y
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Los An eles, California 90069 SEP 07 2012
Tel: 10 277-0420
Fax: 310;277-0490
E -Mail: kin> law pacbell.net John A. Clarke, rxeaullva Offleariciorlt
By?i~?dccial?, Deputy
Attorney for Plaintiffs and Cross-Defendants, VDA SANTA ANNEX FAJARDO
LLC and RYAN OGULNICK
ANA
,
Robert II. Bisno Esq. (State Bar No. 83284)
Law Offices of)tobert . Bisno
9255 Sunset Boulevard, Suite 920
Los An eles, California 90069
Tel: 10) 277-3670
Fax: 310)277-3787
Attorney for Plaintiff and Cross-Defendant, RYAN OGULNICK
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
'A ANA, LLC, a California
lity compan ; RYAN
an indtvidyual,
Plaints,
vs.
an
Case No. BC 484031
(RELATED TO CASE NO. BC 483770)
(Assigned for all purposes to Hon. Terry
Green, Dept. 14]
ORDER APPOINTING
RECEIVER AFTER REARING
Dale Filed. September 4, 2012
Date of Next Hearing: September 7, 2012
Time: 9:30 a.m.
21 alifotnia limited partnership; ILUS GP Dept, 85
US LL C, a California Grnited partnership; The Honorable James C. Chalfant
22 nd DOES 1 through 100, Inclusive,
23 Defendants.
I
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25 On August 30, 2012, a hearing on the Order to Show Cause brought by
26 VDB SANTA ANA, LLC ("VDB") and RYAN OGULNICK ("Ogulnicv') for
27 injunctive relief in the VDB Santa Ana, LLC v. Protilus, LP, et al. matter (Case No. BC
2g 484031), which has been consolidated with the Protilus Investors, LLC v. Ridgemount
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@ RNA" ORIAR APrOINTING RECEIVER AFTER HEARING
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Investments, Inc. proceeding (Case No. BC 484770), the Hon. James Chalfant, Judge,
presiding. Appearing on behalf of VDB and Ogulnick was Barry 11. King, Esq.
Robert H. B isno, Esq. appeared on behalf of Ryan Ogulnick. Don Howarth, Esq. and
Padraic Glaspy of the law firm of Howarth & Smith, appeared on behalf of Protilus
Investors, LLC, Barry L. Levine and Ari Schottenstein. Michael C. Schneidereit, Esq,
of Jones Day appeared on behalf of Ridgemount Investments, Inc. and David Ulmer.
After discussion between the Court and counsel regarding the status of the
proceedings and the proposed independent director for VDC, the Court made the
following orders: A
1. Appointment of Receiver. Ja" W JA
("Receiver") is appointed as receiver for VDC At The Met, LLC, to take possession of
all property of said entity pending further order of the Court.
2. Receiver's Oath and Bond. The Receiver shall immediately, and
before performing any duties:
(l) execute and file a receiver's oath; and
(2) file the bond required by Code of Civil Procedure §567(b) in
the amount of $?. ?ID - A P/ Nl oryo ' n ltd ?fc
3. Receiver's Fees. The Receiver may charge for the Receiver's
services no more than per hour. G U M t A0Y t y
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4. Disclosure. The Receiver shall r neQdQQQQitaote disclose to a oarues
any financial relationship between the Receiver and any company hired to assist in the
management of the receivership property.
5. General Duties. After qualifying, the Receiver shall;
(a) take possession of and manage the propctty (being vacant
real property owned by VDC At The Met, LL,C) and manage the affairs of VDC
At The Mel, L. ,C so, as to,maxiinizenxer.®sds Qula.? of the vacant real
property his exts in'g loan,,-t necessary to he
Reccivetr "ni:_r?ereasncta la4y.olatimize?c.uiaxirxiia¢-clx?nafie?th?v?Caat
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real prope . The Receiver is
VDC at The Met, LC. The R
actions taken with the 1 con:
absent a Court order. The R
action taken or made wi the
irized sell the real property owned by
e snot authorized to contest previous
f all Members of VDC At The Met, LLC,
is not authorized to contest any decision or
f the two Members of VDC at The Met,
LLC, those two M ers being this Invest on the one hand and VDB Santa
Ana, LLC, on a other hand.
(b) care for the property and may incur the expenses necessary
for that care.
6. Prohibited agreements. The Receiver shall not enter into an
agreement with any party to this action about the administration of the receivership or
about any post receivership matter.
7. Expenditures. The Receiver shall expend money only f'or the
purposes authorized in this Order. Unless the court orders otherwise, the Receiver shall
to the extent practical hold the balance in interest-bearing accounts in accordance with
Code of Civil Procedure §569.
8. Monthly accounting of Receiver's iucome, expenses, and fees.
(a) The Receiver shall each month prepare and serve on the
parties, but not tile, an accounting of the income and expenses incurred in the
administration of the receivership property, including the Receiver's fees and
expenses.
(b) The Receiver may pay the Receiver's own fees and
expenses only by the following procedures:
(i) By serving on all parties a notice of intent to pay to
which no objection is served on the Receiver within twenty (20) days of
the date the notice is served;
(ii) By serving and filing a request for interim payment,
which the court then approves;
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(iii) By obtaining and tiling an agreement among all of
the parties approving the payment, which the court then approves; or
(iv) By filing the Receiver's final accounting and report,
which the court then approves.
(c) The Receiver shall not reimburse the Receiver for the
Receiver's general office administration expenses or overhead without court
approval. These expenses include, for example, office supplies and employee
The, Q ec-f%ve? mu7 e r soloy a?Ph S? PMr
payroll, benefits, and to olte'i_5 grcor. Fw..H. e„d reVPgety M4wY µrs
9. Management. The Receiver shall operate the property and take t
IAI^
possession of all accounts relating to the property. The Receiver may purchase wa r
materials and supplies reasonably necessary to administer the receivership property. ?A
The Receiver may do all the things, and incur the risks and obligations, ordinarily done
or incurred by owns, managers, and operators of businesses and property similar to that
possessed by the Receiver, except the Receiver shall not make any capital
improvements or investments to the property without prior court order. All actions of
the Receiver shall be subject to a court order, May Lose 41AO Flt%aY"? ?
10, Bank accounts. The Receiver Qeu++"'}'J/// V« a? ?Ma M
CAAd hts d1rcetle r
(a) may establish accounts at any fins cial institutions insured
by an agency of the United States government that are not parties to this
proceeding.
(b) shall deposit in those accounts funds received in connection
with the receivership property, and
(c) shall deposit in interest-beating accounts money not
expended for receivership purposes.
11, Court instructions. The Receiver and the parties may at any time
apply to this Court for fii Cher instructions and orders and for additional powers
necessary to enable the Receiver to perform the Receiver's ditties properly.
12, ]insurance.
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(a) The Receiver shall determine upon taking possession of the
property whether there is sufficient insurance coverage,
(b) The Receiver shall notify the insurer that the Receiver is to
be named as an additional insured on each insurance policy on the property.
(c) If the Receiver determines that there is not sufficient
insurance coverage on the property, the Receiver shall immediately notify the
parties and shall procure sufficient liability insurance on the property (excluding
earthquake and flood 'unsurance).
(d) If the Receive does not bave sufficient funds to obtain
insurance, the Receiver shall seek instructions from the Court on whether to
obtain insurance and how it is to be paid for.
13. Employment of Attorney. Any employment of an attorney shall
be subject to Court approval.
14. Taxpayer ID numbers. The Receiver may use any taxpayer
identification numbers relating to the property for any lawful purpose.
15. Receiver's final report and account and discharge.
(a) Motion required. Discharge of the Receiver shall require a
court order upon noticed motion for approval of the Receiver's final report and
account and exoneration of the Receiver's bond.
(b) Time. Not more than 60 days after the receivership
terminates, the Receiver shall file, serve and obtain a hearing date on the motion
for discharge and approval of the final report and account.
(c) Notice. The Receiver shall give notice to all persons of
wham the Receiver is aware who have potential claims against the receivership
estate.
(d) Contents of motion. The motion to approve the final report
and account and for discharge of the Receiver shall contain the following:
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(i) Declaration or declarations. A declaration or
declarations (1) stating what was done during the receivership, (2)
certifying the accuracy of the final accounting, (3) stating the basis for the
termination of the receivership (such as foreclosure or reinstatement), and
(4) stating the basis for an order for the distribution of any surplus or
payment of any deficit;
(ii) Accounting summary. A summary of the
receivership accounting, which shall include (1) the total revenues
received, (2) the total expenditures identified and enumerated by major
categories, (3) the net amount of any surplus or deficit, and (4) evidence
of nceessary supporting facts.
16. Plaintiffs notice to receiver. Plaintiff shall promptly notify the
Receiver in writing of the names, addresses, and telephone numbers of all parties who
appear in the action and their counsel. The parties shall give notice to the Receiver of
all events that affect the receivership.
17. Bankruptcy - Plaintiff's duty to give notice. If a defendant tiles
a bankruptcy case during the receivership, plaintiff shall give notice of the bankruptcy
case to the Court, to all parties, and to the receiver by the closing of the next business
day after the day on which plaintiff receives notice of the bankruptcy filing.
18. Bankruptcy Receiver's duties. If the Receiver receives notice
that a bankruptcy has been filed and part of the bankruptcy estate includes property that
is the subject of this Order, the Receiver shall have the following duties:
(a) Turn over property if no relieffrom stay will be sought. The
Receiver shall immediately contact the party who obtained the appointment of
the Receiver and deterruine whether that party intends to move in the bankruptcy
court for art order for (1) relief from the automatic stay, and (2) relief from the
Receiver's obligation to turn over the property (I I U.S.C. §543). If the party has
no intention to make such a motion, the Receiver shall immediately turn over the
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I property to the appropriate entity either the trustee in bankruptcy if one has been
2 appointed or, if not, to the debtor in possession and otherwise comply with 11
3 United States Code section 543.
4 (b) Retain bankruptcy counsel. The Receiver may petition the
5 Court to retain legal counsel to assist the Receiver with issues arising out of the
6 bankruptcy proceedings that affect the receivership,
7 19. Failure to turn over property. A receiver who fails to turn over
8 the property in accordance with this Order shall not be paid for time and expenses after
9 the date the receiver should have turned the property over.
10 20. Other orders. Other orders are as follows:
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16 PRELIMINARY INJUNCTION
17 21. THE COURT ORDERS the following:
18 (a) Turn over property. Immediately turn over possession of the
19 property of VDC At The.Met, LLC to the Receiver when the appointment becomes
20 effective.
21 (b) Turn over related items. Immediately turn over the to the
22 Receiver all keys, books, documents, and records relating to the property and/or VDC
23 At The Met, LLC, and advise the Receiver of federal taxpayer identification numbers
24 relating to the property.
25 (c) Insurance.
26 (i) Immediately advise the Receiver about the nature and extent of
27 insurance coverage on the property.
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?? ` l?nnen A nnrn>.n?w?n Omcnmo ncxn ueu>?an
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(ii) Immediately name the Receiver as an additional insured on each
insurance policy on the property, and
(iii) DO NOT cancel, reduce, or modify the insurance coverage.
(d) Restraints. Refrain from
(1) committing or permitting any waste on the property or any act on
(lie property in violation of law or removing, encumbering, or otherwise disposing of
any of the fixtures on the property;
(ii) demanding, collecting, or in. any other way diverting or using any
of the rents on the property;
(iii) interfering in any manner with the discharge of the Receiver's
duties under this Order;
(iv) selling, transferring, disposing, encumbering, or concealing the
property without a prior court order; and
(v) doing any act that will impair the preservation of the property or
plaintifrs interest in the property.
(e) Other.._
22. Other orders. Other orders are as follows:
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Date: q 1
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JAMES C. CHALFANT
/BOWMl n0rWu AunnWTI lr. Dern.rco Ac..uu rrn.nn?r
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David J. Pasternak, CSBN 72201
John W. Patton, Jr., CSBN 90130
PASTERNAK, PASTERNAK & PATTON
N Law corporation
1875 Century Park East, Suite 2200
Los Angeles, California 90067-2523
Telephone: 310.553.1500
Facsimile: 310.553.1540
E-Mail: dip@paslaw.com
jwp@paslaw.com
Attorneys for
David D. Wald, Receiver
ORIGINAL FILE
NOV 2 7 2012
LOS ANGELES
SUPERIOR COURT
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, CENTRAL DISTRICT
VDB SANTA ANA, LLC, a
California limited liability
company; RYAN OGULNICK, an
individual,
Plaintiffs,
VS.
PROTILUS, LP, a New Jersey
limited partnership; BARRY L
LEVINE, an individual; ILUS
INVESTORS, LP, a California
limited partnership; ILUS GP
US LLC, a California limited
partnership; and DOES 1
through 100, Inclusive,
Defendants.
Case No. BC 484 031
[Related to Case No. BC 483 770]
Hon. James C. Chalfant
[441&Pe9r T ORDER:
1-..._--AU'PEORT•Z'I•N@-I4E2E3?FER--T-0•
nrrFVm ?.yyp-; OOfl--EQUZT)G-_,
GON+PR-ISUT3.ON-FCPR -OPERATING
eO3TS;
9;. AUTHORIZING RECEIVER TO
LIST RECEIVERSHIP REAL
PROPERTY FOR SALE WITH
JONES, LANG, LASALLE TO
CONTINUE TRIAL AND RELATED
HEARINGS
DATE: November 27, 2012
TIME: 8:30 A.M.
DEPT. 85
The court having considered the ex parte application of
Receiver David D. Wald for the issuance of an Order: (1)
Authorizing the Receiver to accept $150,000 equity contribution
00049934-1 1 BC 484 031
194QeeVrDT ORDER: (1) AUTHORIZING RECEIVER TO ACCEPT $150,000 EQUITY CONTRIBUTION FOR
OPERATING COSTS; ETC.
dX?I
_ 8Ta
75
PASTEFN ,
PASTOWK
& PATIO"
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For operating costs; and (2) Authorizing the Receiver to list
receivership real property for sale with Jones, Lang, LaSalle
(the "Application"); the attached Declaration of David D. Wald
and all Exhibits attached thereto; the attached Memorandum of
Points and Authorities; all pleadings and other documents in the
file for this matter; and all other oral and documentary evidence
submitted at the ex parte hearing; and good cause appearing
therefore;
IT IS EREBY ERED th the R eiver i auth ized o
accept a tot amount up to 150,000 in fi ncin from e
or re of a parti to thi action a equi con rib ions for
o&rating' costs;
IT IS FURTHER ORDERED that the Receiver is authorized to
list the receivership real property,.undeveloped real property
located at 200 E. First American Way in Santa Ana, California
92707, north of MacArthur Blvd., east of MacArthur Place
(formerly Imperial Promenade) and south of First American Way
(formerly Regency Blvd.) (the "Property") for sale with Jones,
5.1b3Cw.,h\a\\+? 5; /++.(4M
Lang, LaSalle suabsten'1•i-a44:y pursuant to tie terL of the proposed
listing agreement attached to the Receiver's Ex Parte
I Application, with a 28 real estate commission, and the Property
being sold where is/as is, without any representations or
warranties, and subject to this Court's confirmation with
possible overbidding. `WL1n1Vk1 5" wtk"Y ?v
00099939-1 2 BC 404 031
(PROPOSED] ORDER: (1) AUTHORIZING RECEIVER TO ACCEPT $150,000 EQUITY CONTRIBUTION FOR
OPERATING COSTS; ETC.
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PASYMAK
PAVERNM
6 PAVM
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2£
IT IS FURTHER ORDERED that notice of the Receiver's Ex Parte
lpplication was proper.
DATED: It/ L 9l I
James C. Chalfant
Los Angeles Superior Court Judge
II 00049934-1 3 BC 484 031
(PROPOSED) ORDER: (1) AUTHORIZING RECEIVER TO ACCEPT $150,000 EQUITY CONTRIBUTION FOR
OPERATING COSTS, ETC.
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David J. Pasternak, Bar No. 72201
John W. Patton, Jr., Bar No. 90130
PASTERNAK, PASTERNAK & PATTON
A Law Corporation
1875 Century Park East, Suite 2200
Los Angeles, California 90067-2523
Telephone: 310.553.1500
Facsimile: 310.553.1540
E-Mail: d1p@paslaw.com
iwp@paslaw.com
Attorneys for Receiver
David D. Wald
CONFORMED COPY
ORIGINAL FILED
8u srlor Court of Callfomla
County of Los Angeles
APR 16 2013
J01111A. ,F. eautlvaompor/clerk
®y' FA OV006 Dgptigr
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, CENTRAL DISTRICT
VDB SANTA ANA, LLC, a
California Limited liability
company; RYAN OGULNICK, an
individual,
Plaintiffs,
vs.
PROTILUS, LP, a New Jersey
limited partnership; BARRY L
LEVINE, an individual; ILUS
INVESTORS, LP, a California
limited partnership; ILUS GP
US LLC, a California limited
partnership; and DOES 1
through 100, Inclusive ,
Defendants.
1 N1nAlpl.-t
Case No. BC 484 031
[Related to Case No. BC 483 7101
Hon. James C. Chalfant
] EX PARTS ORDER:
1. AUTHORIZING RECEIVER TO
2.
3
BORROW ADDITIONAL $350,000
FROM SECURED LENDER KURTIN
PROPERTIES, INC. TO PAY
RECEIVERSHIP COSTS OF
ADMINISTRATION AND
ADDITIONAL LOAN COSTS;
AUTHORIZING RECEIVER TO
ENTER INTO CONTRACT TO SELL
RECEIVERSHIP REAL PROPERTY
TO GENESIS REAL ESTATE
GROUP, INC. FOR
$14,800,000; AND
AUTHORIZING RECEIVER TO
RETAIN TOWNSEND PUBLIC
AFFAIRS, INC. AS CONSULTANT
TO ASSIST RECEIVER IN
SEEKING MODIFICATION OF
RECEIVERSHIP REAL PROPERTY
DEVELOPMENT AGREEMENT
EXHIBIT 5
1
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PASTERNAK
PASTERNAK
&PATTON
DATE: APRIL 16, 2013
TI)>!E: 8:30 a.m.
DEPT. 85
The Court having considered the Ex Parts Application of
Receiver David D. Wald ("Receiver") for the issuance of an Order:
1. Authorizing the Receiver to borrow an additional
$350,000 from secured lender Kurtin Properties, Inc. ("Kurtin"),
which will be added to the existing loan which is secured by the
first deed of trust on the receivership real property, to pay the
receivership costs of administration and to pay additional loan
costs including funding an increased interest reserve for
Kurtin's increased secured loan;
2. Authorizing the Receiver to enter into a contract to
sell the receivership real property located at 201 East First
American Way in Santa Ana, California (the "Property") to Genesis
Real Estate Group, Inc. ("Genesis") or its assignee for
$14,800,000, with a $500,000 purchase deposit which is to be
increased by $250,000 on waiver of contingencies, with a 30 day
contingency period, with the sale subject to this Court's
confirmation and approval with possible overbidding and subject
to the assignment of the Property Development Agreement to
Genesis by the city and its modification to remove the
requirement that Ryan Ogulnick be involved in the development of
the Property;
3. Authorizing the Receiver, if he believes it necessary
to do so, to retain Townsend Public Affairs, Inc. ("Townsend") as
a consultant to assist the Receiver in seeking the modification
of the existing entitlements for the Property in connection with
1100063839-1 2 BC 484 0311
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PASTEMAK
PASTERNAK
6 PATTON
the proposed sale to Genesis; and
4. For such other Orders as the Court deems proper;
the supporting Declarations of David D. Wald and David J.
Pasternak; the supporting Memorandum of Points and Authorities;
all pleadings and other documents in the Court's file for this
action; and all other oral and documentary evidence presented at
the hearing of the Receiver's $x Parts Application; and good
cause appearing therefor;
IT IS HEREBY ORDERED that:
1. The Receiver is authorized to borrow an additional
$350,000 from secured lender Kurtin Properties, Inc. ("Kurtin"),
which will be added to the existing loan which is secured by the
first deed of trust on the receivership real property, to pay the
attorneys fees and costs for the Receiver and his counsel through
approximately $300,000 which will be transferred to the
Receiver's trust account as a retainer for such purpose, and
approximately $50,000 of which will be used to pay additional
loan costs including funding an increased interest reserve for
Kurtin's increased secured loan;
2. The Receiver is authorized to execute any documents,
including revised loan documentation, which may be required to
obtain the specified additional funding from Kurtin;
3. The Receiver is authorized to enter into a contract to
sell the receivership real property located at 201 East First
American Way in Santa Ana, California (the "Property") to Genesis
Real Estate Group, Inc. ("Genesis") or its assignee for
$14,800,000, with a $500,000 purchase deposit which is to be
increased by $250,000 on waiver of contingencies, with a 30 day
I non59R39-T
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BC 484 nii
-MXRNAK
•aSTTE?POW
contingency period, with the sale subject to this Court's
confirmation and approval with possible overbidding and subject
to the assignment of the Property Development Agreement to
Genesis by the City and its modification to remove the
requirement that Ryan Ogulnick be involved in the development of
the Property;
4. The Receiver is authorized, if he believes it necessary
to do so, to retain Townsend Public Affairs, Inc. ("Townsend") as
a consultant to assist the Receiver in seeking the modification
of the existing entitlements for the Property in connection with
o'4 A (MA ¦??'?'D mA[? ??y IYJO
the proposed sale to Genesis( and
5. Notice was proper.
DATED: APR I A 7011 JAMES 0. CHALFAW -
J me , C. Chalfant
Los Angeles Superior Court Judge
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11 00063839-1
4 BC 484 031
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XHIBIT 6
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Gordon Ip, the principal ofGenesis Real Estate Group, washorn and raised in Hong Kong His family
has been involved in real estate investment and development for three generations. Mr.lp attended the
prestigious Diocesan Boys School of Hong Kong, eventually leaving this vibrant metropolitan city to
complete high school at the Choate School in Connecticut. As an extension of his goals to experience
the United States, he chose to attend a large public university and received his Bachelor of Business
Administration degree from the Universityof Michigan with a majorin marketing
Mr. Ip's first exposure to sales and marketing came when he sold books door to door with the
Southwestern Book Company in undergraduate school. After graduating from Michigan, Mr. Ip
obtained a management lrainingand corporate marketingposition with Dow Chemical, relocating to
Dallas,Texas, in 1980. Duringthose initial years in Dallas, real estate development piqued his interest.
Mr. lp decided to transition careers by attending graduate school at Southern Methodist University
and pursuing two degrees simultaneousif a Master of Business Administration concentrating in
Finance and a Master of Science in Real Estate Sciences.
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Followinggraduale school, M r.lp turned down offersofemployment withTrat unell CrowCompany,
Cadillac Fairview, Lincoln Property, Vantage Development and Criswell Development to focus on
finding a company that offered a chance to experience all facets of real estate development, including
acquisition, entitlement, planning, architectural design, financing, legal, construction, property
management, and sales and marketing.
In 1983, Mr. Ip joined Pacific Realty Corp, a growing company that focused on multifamily
development and allowed him to obtain a complete real estate development experience. While at
Pacific, Mr. Ip honed his skills and used his desire to learn, attention to detail and business acumen
to develop successful projects in cities such as Tulsa, Phoenix, Altamonte Springs, Dallas and
Albuquerque. During this time, Mr. lp developed strong institutional relationships which became
the foundation for launching his own company in the future. He became the company's interface
with the Ralcor Company.
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Institutional
Developer with
Multi-state experience
Coinciding with the lax law reform in 1986, Mr. Ip lefl Pacific Realty and started Genesis Real Estate
Group. Genesis and BalcorAmerican Expressembarked on a multifamilyenlitlement and development
joint venture. In 1987, Genesis began its long history of project development and entitlements in
California.
Its first transaction involved a nuthitract entitlement in the city of Corona, Calif. Genesis entitled
four large multifamily tracts of land totaling more than 1,200 units and implemented a Mello-
Roos infrastructure plan. Acting as general contractor, Genesis built two developments, a 330-unit
development called The Crossings and a 248-unit development called The Hilis.'Ihcy were purchased
by two major institutional players, CALIPERS advised by Metric Partners (Blackrock Realty Advisors)
and Executive Life Insurance Company.
In addition, Genesis navigated dvu environmentalists and neighborhood groups amidst native oaks
and entitled 476 units ofmultifamily land in Roseville, Calif Genesis also assembled 20+ separate tracts
totaling 200 acres and created a master plan in Rancho San Marcos, Calif.
In 1989, long before high-rise residential buildings were commonplace, Genesis expanded its urban
focus, zoned and built a 288-unit, 14-story, high-rise condominium in downtown San Francisco, one of
the first developments south of Market. Mr. Ill was part of the Ballpark Commission, a neighborhood
group that lobbied the Giants to move from Candlestick to its current SOMA location.
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Urban Focus toith Innovative Design 67echnology
in 1998, Genesis developed Turtle Creek Villas, the first residential high-rise built in Dallas since the
early 80s. This luxury rental tower featured 331 units in 14 stories located in the heart of the Uptown
a rea. "Ilse property was managed by an affiliate, Genesis Realty Management Inc., and was sold to ING
Insurance.
Genesis used an innovative construction technology for high-rises to achieve record construction
times, thus lowering carrying costs and ultimately increasing profitability. Genesis was also able to
price belowthe competition while achieving the same orhiglreryields.
High Density Wood Frame 80+Dulsl4cre (Non Podium)
PollowingTurtle Creek Villas, Genesisworked with a leading multi-family design architect to develop
the urban four-story density product with an integrated, structured garage, nowcommonly referred to
asthe'Texas Wrap.'This collaboration created a high efficiency, low-costbuildingframework allowing
up to 8S units-an-acre utilization of land. This was accomplished in four stories including an integral
garage at grade without the cost penaltiesofa four-storypodium. (Podiumdesign carriesa cost penalty
ofa transfer slab and additional two levels ofM EP over a two-storygaragewhere S096 ofillegarise had
to be subterranean). Maple Villas and Southern Villas, both in Dallas, were classic examples of a Texas
Wrap, with one major distinction. We designed no Texas Dennis where the garage was in the middle,
and none of the Genesis units looked into the integrated garage.
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Traditional High Density Walk Ups
Genesis continued its involvement in more traditional wood-frame three-to four-story garden walk-
ups like LaCosta Villas with Invesco as advisor to New York Slate Teachers Retirement System.
Value Added Acquisitions and Urban Planning
Genesis is well-known as a national developer with experience in all aspects of multifamily housing,
ranging from low-rise traditional walk-ups and four-story urban products to high-rise developments,
both for rent and forsale.
Genesis also used its expertise in development and property management to acquire assets that were
undervalued or could be upgraded as value-add opportunities. One example is the Treasures. In 2000,
Genesis bought the S17-unit property located in Biscayne Bay, in North Miami, and managed this fur
the future prospect of conversion from an apartment building to a condominium,"Ihis was financedby
IXIS Real Estate Capital, an affiliate of CDC out of New York.
In 2004, Genesis competed and won the right to purchase the Posner Estate site in Hallandale Beach,
Fla. Genesis used its experience in entitlements and secured from the city the rights to build a 280.
unit, 28-storyhigh-risecondonuinium. Genesis looked at the opportunitycostswithin its portfolio and
made a decision to sell for a profit the entitled land to another developer. Genesis thus flipped the site to
the Fifieid Company out of Chicago.
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BEHRINGERHAwARD 0)
CORUS BANK
LEHMAN BROTHERS
NaiionsBank
PACIFIC LIFE
I NG '.
,p Prudential
SouthTrust 5
GMAC
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Broad range of
capital partners providing
ready access ofcapital
In the 80s, Genesis in relationship with Balcor American Express acquired and entitled land and built multiple
properties in California, from San Diego to Sacramento. Although this partnership was successful financially for both
companies, American Express eventuallyended its direct investment in real estate In the mid 1990s.
'ilsereatteg Genesis stayed within the familyofShearson Lehman American Express and built a large book of business
with the lending unit at Lehman Brothers.
Mtdti-Farraiy Rental Properties
This relationship provided the funding to build 3225 Turtle Creek. Completed in 2000, this was the largest multi-
family rental property in Texas. This 604-unit, 23-story high-rise community with more than onemillion gross square
feet sits proudly on the Turtle Creek skyline. A cnverler bought this property and turned it into the 12ennaisance, a
condominium. Turtle Creek Villas, a331-unit, l4-story, high-rise rental development was also built with funding from
this partnership alongside GMAC as lender. In addition, Turtle Creek Villas was the first residential high-rise rental
apartment built in more than a decade.
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The Mark, at the Galleria area of Houston, was originally built in 2000 as a 30-story, high-rise rental.
Managing the marketing and sales, Genesis In 2002 converted the properly to a condominium.
Southern Villas was an 80-unit-per-acre, high density urban development, built in the Galleria area of
Dallas. Genesis continued to grow its reputation as a developer that focused on contmllingcosts from
design inception to construction completion. lenders that provided construction financing for these
properties included First American Bank, GMAC SouthTrust (nosy Wachovia) and NationsBank
(now Bank ofAmerica).
The Mercer is another example of Genesis employing innovation and creativity to create luxury
with outstanding value. Using its resources, experience and focus on planning and design, Genesis
completed construcion of the 360-foot tall building with interiors that included 12-foot ceilings, gas
cook-tops (a first for Houston in a high-rise), wood floors, gas fireplaces, sub-zero refrigerators and
Vikingappliances, within 12 months ofclosing the loan with First Bank of Houston.
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High up in the Sierras, 323 has an unparalleled view of lake Tahoe In 2006, Genesis partnered with
Behringer Harvard to develop an exclusive 49-unit condominium located in the midst of Heavenly
Vallcy Ski Resort, Nev. It look more than IS years to segue the entitlements to develop a whole-owned
condominium property. "Bne development is located on the ridge facing Lake Tahoe on one side and
Carson Valley on the other. Genesis secured the building permits and began constructing in the fall of
2007.
Due to the tight sub market in the Reno, Sacramento and surrounding East Bay area, Genesis was able
to reduce the cost of construction by using its national relationships with various subcontractors to
import a proven subcontractor front Dallas that had idle crews in the southeastern states.
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In the new millennium, Genesis formed a relationship with Prudential Real Estate. Prudential backed
Genesis in build ing Aqua, one ofthe most significant residential developments in the Los Angeles area.
Aqua features 556 homes built in two l8-story lowers on the coast of Long Beach.
Genesis was able to navigate the complex entitlement process that involved many distinct public
agencies, including the Redevelopment Agency and the City Planning Commission.
As an example of our integrity and loyalty, before the closing of the partnership with Prudential and
the construction loan with Pacific Life Insurance Company, Genesis was offered a handsome profit to
flip out the land since Genesis created a substantial windfall after taking the property through a highly
complex entitlement process. Instead Genesis honored its commitment to a future relationship with
Prudential even though it was not yet formalized in writing by staying the course and closing into the
joint Venture. Some may debate whether this was financially wise. For Genesis, following through
with a commitment is the onlyright choice.
Aqua financed by Pacific Life Insurance Company was initially built as rental product. Genesis and
Prudential collectively decided to take advantage of the booming Southern California condominium
market and converted Aqua into a for-sale product, switching financial lenders during this process
to Bank of America. Our superior cost management allowed the transaction to be one of the more
successful PrudentialJoint Ventures.
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Active Management of'the
Design and Development Process
From conceptual design through design development, Genesis relies on the experience and expertise
of its in-house development team to supervise and guide its architects and designers to provide for
market-appropriate design while mindful of constructability and costs. Focusing on smarter design
provides a high-quality product for end users while achieving superior financial returns for Genesis
and its financial partners, giving us an edge for financing ability and profit generation. Genesis also
provides strict cost management during the bidding process, which allows Genesis to build residential
product for less than its competitors.
Intelligent Design (Durable and Green) for the purpose
Ofproviding Integrity ofPm for niance
Early in the conceptual design phase, Genesis is one ofthe few developers that will engage the dialogue
of specialists so that the end product will provide a high degree of performance integrity. By using
specialists in soundproofing, heat insulation, cold weather condensation, moisture barriers, energy
efficiency and waterproofing, Genesis designs and builds a superior and more efficient product for its
end users, a product that is both durable and green.
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Active partieipation in the specification, purchase and bidding process
In the 1990's, Genesis bid a mid-rise propertywith three nationallyknown general contractors.while
the bids came in within five percent ofeach otter, they were approximately $10 million higher than
the profarma estimate Genesis recognized that contractors ollen bid projects on a unit-cost basis,
ignoring any design efficiencies. Genesis spent the next four weeks educating subcontractors from
each trade on the efficiencies and time savings in Genesis' design, allowing them to reduce the man
hours required to complete the same work and obtaining an overall bid for the project that fit the
original budget.
Genesis extensive experience in biddingand workingd irectly with its large database o(subcontractors
allows Genesis to bypass many layers of middlemen, jobbers and wholesalers, bringing significant
savings to a proposed development. The time, effort and ability to source directly allows Genesis to
eitherprice below market ina for-salepmdact, orcliarge lorserrents in a rental development to achieve
the same superior returns for their partners.
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Dort Fero Deals and Do them Well
Genesis chooses to do a deal on its merits alone. Anothercompany with staffin acquisitions might
feel the pressure to do a deal to evidence performance, even if that transaction may not be the best
use of company resources. At Genesis, We would rather pass on a deal if the deal's merits don't fit
ourcriteria, and we are committed to the finish.
All Deals are Done in a leant
At Genesis, all deals are done via a group of professionals as a collective team versus other
development companies that have separate development teams competing with others in their
own company for capital allocation. This team approach allows for each site and transaction that
Genesis considers to be examined by the whole company. 'the merits of each deal arc considered
in the absence ofinter-company rivahriesand egos. We collectively make go or no go decisions on
each transaction, allowingeach deal to benefit from the expertise of all rather than a smaller group
vying for its own recognition.
Choose Select Members that are Committed to our Pahies and Work
Our key employees bring expertise in different aspects of real estate. We achieve excellence by
combining ourcollective skill sets into a formidable team.
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7b the Finish Line
The duty to complete what we have started is not taken lightly. Properties and deals do not always manifest profits as
projected. At these times, Genesis distinguishes itselfby treatingall deals in the same mannerand none are neglected
forthe sake ofexpediency.
Long 7ernt View
Our relationships with design professionals, subcontractors, suppliers, lenders, joint venture partners, staff,
municipalities, renters and homeowners arc all respected, nurtured and highly valued. Genesis has a staff with more
than 20 years of tenure. Many professionals have been collaborating with Genesis for just as long. While Genesis'
philosophy contrasts with standard industry practices ofselling properties and leavingthe HOA boards at the earliest
possible time, our team knows that continued communication with residents and the transfer ofproperty knowledge
helps build a stronger community and avoid potential problems.
bcentivize with ownersho
All members of Genesis team are limited partners in each of the transactions that Genesis develops. Ibis incentive
rewards team members and promotes personal ownership, not only ofourown work but ofeach other's work as well.
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Integrity
To leave a lasting mark on individuals and companies alike on every occasion that Genesis as a
company and its members are different in the way et approach our partners, our transactions,
ourconsultants and our financial institutions. Not only will we do what we say,we constantly ask
ourselves howwe can we do more than is expected.
Loyalty
To support the company, and to adopt its beliefs, and its work ethicsand to approach all aspects of
our developments as iftheywere ourown in order to make a personal impact on creatingvalue and
controlling expenses to provide extraordinary results.
Hard Work
'[oworksinart and hard with a goodattitude in order to be the best at what we do while recognizing
that often we have to do the work ofotirers to succeed in achieving ourgoaIs.
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Operate
Development is about problem solving. Some solutions are conventional. Others require thinking
outside the box. Most of the time, success depends on persistence and dedication. 'Niece are many
areaswherewe shall spend time and effort in the shadows, but such preparation and effort become the
buildingblocks ofa firm foundation.
Nurture
We desire to be small and nimble. We dothings because use chooseto and not need to. lVemustlook
after each other and the company. No person should be too big for any task. No task should be too
small to be overlooked. Our health and welfare depend on each other.
Stretch
'there are no external barriers to growth. 'lo grow, we must venture to new frontiers. Short term
failureisabuildingblock to future success. Wemust be bettertoday thanyesterday, andtomorrow we
will be better than today.
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We have chosen to approach development Ihrough maowvork, coordinating separate responsibilities
on all properties rather than each individual developing on their own. To succeed, this approach
requires superior commmnicationsand groupdyna nics. Any individualism and lack ofconnnonality
defeats this chosen path and will result in inferior results that are detrimental to the welfare and goals
oflhe company and its members. To succeed, we must will ourselves to adhere to the values andvision
of the company, and we must make sure that all coworkers live by the same creed. We have made
a conscious decision to work from within and not hire candidates that might be more experienced,
but may not subscribe to our values, vision, and company goals. Instead we have brought quality
people together and only by pressing forward and by devoting ourselves to our core values, goals and
direction, shall we succeed in achievingexcellence.
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Clerk of the City Council
City of Santa Ana
WHEN RECORDED MAIL TO:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza M-30
P.O. Box 1988
Santa Ana, California, 92702
SECOND AMENDED DEVELOPMENT AGREEMENT
by and between
THE CITY OF SANTA ANA,
a California municipal corporation,
and
VDC AT THE MET, LLC,
a California limited liability company
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DEVELOPMENT AGREEMENT
THIS SECOND AMENDED DEVELOPMENT AGREEMENT ("Second Amendment") is
entered as of this _ day of , 2013, by and between THE CITY OF SANTA ANA
("City"), a charter city and municipal corporation, and VDC AT THE MET, LLC ("VDC"), a
California limited liability company. The City and VDC are at times referred to individually as
"Party" and collectively as "Parties" herein.
RECITALS
A. Sections 65864 through 65869.5 of the California Government Code (the
"Development Agreement Laws") authorize City to establish procedures to enter into, amend, and
extend binding development agreements with persons having legal or equitable interests in real
property located within the City for development of the property;
B. The purpose of this Second Amendment is to assign and make certain minor changes
to the previously-approved "Amended Development Agreement Between the City of Santa Ana and
VDC At The Met, LLC, a California Limited Liability Company," dated April 16, 2012, and
recorded in the Orange County Recorder's Office as Document No. (the "First
Amended DX');
C. Pursuant to an order of Los Angeles Superior Court Judge James C. Chalfant in Case
No. BC 484031, dated September 7, 2012, the subject property is currently controlled by David
Wald, a receiver appointed by the Los Angeles Superior Court with full control and authority over
VDC and the subject property. A true and correct copy of said order is attached hereto as Exhibit
"A" and incorporated herein by this reference;
D. Specifically, the Parties now desire to amend the First Amended DA, by way of this
Second Amendment, to assign the First Amended DA, including all of the rights, duties,
obligations, and benefits contained therein, from VDC to FIRST ROCK SANTA ANA, LLC ("First
Rock"), a California limited liability company, which is the development entity for GENESIS
REAL ESTATE GROUP, INC. ("Genesis"), a Texas corporation. The assignment is subject to the
finalization of the sale of the subject property to First Rock, which was authorized by another order
of Los Angeles Superior Court Judge James C. Chalfant in Case No. BC 484031, dated April 16,
2013. A true and correct copy of said order is attached hereto as Exhibit "B" and incorporated
herein by this reference;
E. In addition, the Parties desire to make minor changes to the First Amended DA, by
way of this Second Amendment, including to (1) eliminate the two-year prohibition against
assignments contained in Section 4.3 of the First Amended DA; (2) remove all references to the
previous applicant, Vineyard Development ("Vineyard"), and the previous developer, Ryan
Ogulnick ("Ogulnick"), from the First Amended DA; and (3) correct the number of total units to be
built pursuant to the approved project; and,
F. All other provisions of the First Amended DA, including all rights, duties,
obligations, and benefits contained therein, shall remain fully intact and unchanged, and shall not be
modified in any way by this Second Amendment.
75B-54
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
Section 1.
That subsection 1.1(4) of the First Amended DA is hereby amended to read that the
approved project will consist of 271 residential units.
Section 2.
That subsections 4.3 and 4.3.1 of the First Amended DA are hereby deleted in their entirety
and are replaced with the following:
"4.3 Assignment. Owner shall have the right to transfer or
assign the Property, and its interests in and rights and obligations
under this Agreement, in whole or in pail, to any person, entity
(public or private), partnership, joint venture, firm or corporation at
any time during the term of this Agreement; provided, however,
that except as provided in Section 4.3.1 of this Agreement, the
rights of Owner under this Agreement may not be transferred or
assigned unless the written consent of the Council is first obtained
and any transfer or assignment of the rights under this Agreement
shall include in writing the assumption of the duties, obligations,
and liabilities arising from this Agreement if the City grants
written consent to transfer the rights. The rights of the Owner
hereunder shall not be subject to assignment by attachment,
execution, or proceedings under any provision of the Bankruptcy
Act, and any such assignment or transfer shall be wholly void and
of no force and effect unless such written consent thereto be
obtained from the Council. Such transfer or assignment shall not
relieve Owner of any duty, obligation or liability to City without
the consent of the City.
During the term of this Agreement, any approved assignee or
transferee of the rights under this Agreement shall observe and
perform all of the duties and obligations of Owner contained in this
Agreement as such duties and obligations pertain to the portion of
the Property transferred or assigned. Any and all approved
successors and assignees of Owner shall have all of the same
rights, benefits, duties, obligations, and liabilities of Owner under
this Agreement. If the Property is subdivided, any subdivided
parcel may be sold, mortgaged, hypothecated, assigned, or
transferred to persons for development by them in accordance with
the provisions of this Agreement. Upon assignment or transfer of
the rights of Owner under this Agreement, the obligations of
Owner and the transferee or assignee shall be joint and several.
3
75B-55
4.3.1 Permitted Assignments. The prohibition against transfer
of ownership of the Property as defined in section 4.3 above shall
not apply to, and the City hereby consents to, the following:
(a) Associations, including limited partnerships, limited
liability companies, or joint ventures with other entities for the
purpose of performing Owner's obligations under this Agreement,
provided Owner retains sole operational and managerial control.
(b) Easements or temporary permits to facilitate development
of the Property.
(c) Deeds of trust or other financing documents executed for
the purpose of securing loans to Owner made to finance the
development of the Property, and transfers to any person or entity
pursuant to a foreclosure or deed in lieu of foreclosure of such
deed of trust or other, similar, financing documents and any
subsequent transfer by any such person or entity.
Section 3. ASSIGNMENT.
The City Council of the City of Santa Ana hereby approves the assignment of this
Agreement from VDC, pursuant to the authority granted by Los Angeles Superior Court Judge
James C. Chalfant to the receiver appointed with full control over VDC and the subject property,
to First Rock, subject to the finalization of the sale of the subject property to First Rock.
Section 4. INTEGRATION.
Except as expressly provided to the contrary herein, all provisions of the First Amended
DA shall remain in full force and effect. The First Amended DA and this Second Amendment
shall collectively be referred to as the "Agreement" throughout this document. The Agreement
integrates all of the terms and conditions of agreement between the Parties, and supersedes all
negotiations and previous agreements between the Parties with respect to the subject matter hereof.
Section 5. EFFECTIVE DATE
This Second Amendment shall take effect upon the completion of both the closing of
escrow on the property subject to the Agreement by First Rock and the date the ordinance
approving this Second Amendment takes effect.
75B-56
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Ryan 0. Hodge
Assistant City Attorney
CITY OF SANTA ANA
KEVIN O'ROURKE
Interim City Manager
VDC AT THE MET, LLC
A California limited liability company
DAVID WALD
Receiver
75B-57
ADDENDUM
THE MET AT SOUTH COAST
MULTI-FAMILY RESIDENTIAL PROJECT
FINAL MITIGATED NEGATIVE DECLARATION
PREPARED FOR:
City of Santa Ana Planning and Building Agency
20 Civic Center Plaza M-20
Santa Ana, CA 92701
Contact: Sergio Klotz
PREPARED BY:
ICF International
1 Ada, Suite 100
(vine, CA 92618
Contact: Chad Beckstrom
949.333.6625
dune 2013
EXHIBIT 8
75B-58
Addendum
Introduction and Summary
This Addendum is to the Final Mitigated Negative Declaration adopted by the City of Santa Ana in
January 2012 (2012 MND) for The Met at South Coast Multi-Family Residential Project (Project),
and analyzes the potential environmental effects of minor technical changes between the Project
described in the 2012 MND (Proposed Project) and the Project as ultimately approved by the Santa
Ana City Council in April 2012 (Approved Project),
The Approved Project, as described in this Addendum, involves only minor technical changes
regarding the size and location of a vacant parcel included in the Project The Approved Project does
not result in any new potentially significant impacts or cause a substantial increase in the severity of
the impacts identified in the 2012 MND, and no substantial changes with respect to the
circumstances under which the Project is undertaken have occurred. Thus, this Addendum to the
adopted 2012 MND is appropriate pursuant to the provisions of the California Environmental
Quality Act, Pub. Res. Code section 21000, etseq. (CEQA), and 14 Cal. Code Regs., section 15000, et
seq. (CEQA Guidelines).
Purpose of an Addendum
Pursuant to the CEQA Guidelines, a lead agency is required to determine whether its discretionary
approvals have the potential to result in significant environmental impacts. In the case of the
Project, the City of Santa Ana (City) is the lead agency and prepared and adopted the 2012 MND
pursuant to CEQA. The 2012 MND adequately analyzed and addressed the environmental effects of
the Proposed Project. As part of its final approval of the Project, the City required minor
modifications regarding the size and location of a vacant parcel, resulting in the Approved Project.
As the Approved Project involves minor technical changes to the Proposed Project, the City must
review the Approved Project and the 2012 MND in accordance with Sections 15162 and 15164 of
the CEQA Guidelines to determine the appropriate environmental review and documentation.
CEQA Guidelines Section 15164 states that the lead agency or responsible agency may prepare an
addendum to a previously adopted negative declaration if only minor changes or additions are
necessary or none of the conditions described in Section 15162 calling for the preparation of a
subsequent Environmental Impact Report (EIR) or negative declaration have occurred. Section
15162 of the CEQA Guidelines states that a subsequent EIR or negative declaration shall notbe
required for the project unless the City determines, on the basis of substantial evidence, that one or
more of the following conditions are met:
• Substantial changes are proposed to the project which will require major revisions of the
previous negative declaration due to the involvement of new significant environmental effects
or a substantial increase in the severity of previously identified significant effects;
• Substantial changes occur with respect to the circumstances under which the project is
The Met at South Coast Multi-Family Residential Project lune 2013
Final Mitigated Negative Declaration-Addendum 1
75B-59
City of Santa Ana
undertaken which will require major revisions of the previous negative declaration due to the
involvement of new significant environmental effects or a substantial increase in the severity, of
previously identified significant effects; or
• New information of substantial importance, which was not known and could not have been
known with the exercise of reasonable diligence at the time the previous negative declaration
was adopted, shows that the project will have one or more significant effects not discussed in
the previous negative declaration or that the previously examined significant effects will be
substantially more severe than shown in the previous negative declaration.
Proposed Project and Environmental Documentation
In January 2012, the City adopted the 2012 MND for The Project. The2012 MND analyzed the
Proposed Project as the development of a 284-unit multi-family apartment complex on an
approximately 3.1-acre site located at 200 East First American Way in the southeastern portion of
the City of Santa Ana, with an approximately 0.6-acre portion of the site to remain undeveloped and
vacant.
The Proposed Project consisted of five stories of multi-family rental units in three buildings, all of
which would be constructed over a subterranean parking structure that spans beneath all three
buildings. Open space courtyard areas were proposed between the buildings over the parking
structure. Figure 1 shows the site plan for the Proposed Project that was included in the 2012 MND.
The parking structure was proposed to provide 625 parking spaces in two subterranean levels of
parking, in addition to parking on the street level. Vehicular access to the project site and parking
garage was proposed to be provided from East First American Way.
All of the environmental Impacts of the Proposed Project identified in the 2012 MND were
determined to result in no impacts or less-than-significant impacts, or impacts were determined to
be reduced to less-than-significant levels with the incorporation of mitigation measures. Impacts on
Aesthetics, Agricultural Resources, Hazards and Hazardous Materials, Hydrology, Land Use, Mineral
Resources, Population and Housing, Recreation, and Utilities were determined to result in less-than-
significant or no impacts. Impacts on Air Quality, Biological Resources, Cultural Resources, Geology,
Greenhouse Gas Emissions, Noise, and Public Services (schools) were determined to be less than
significant with mitigation incorporated.
Approved Project
As part of its final deliberations on the Project in April 2012, the City of Santa Ana City Council
required minor modifications to the site plan for the Project. Figure 2 shows the modified site plan
ultimately approved by the City Council. The modified site plan shifts some of the residential
structures front the MacArthur Boulevard frontage to fronting along East First American Way.
Additionally, the vacant area increases from 0.60 acres to 0.82 acres to accommodate a larger area
for potential future development at the site. The modified site plan also shifts the location of the
vacant parcel font the northeastern portion of the site to the southeastern portion of the site,
thereby resulting in the vacant parcel fronting along MacArthur Boulevard rather than East First
American Way. These minor modifications included in the Approved Project would not result in
The Met at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Declaration-Addendum 2
75B-60
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Site Plan
The Met at South Coast
75B-61
City of Santa Ana
changes to the residential unit counts, open space and recreational amenities, traffic counts, or the
number of parking spaces of the Proposed Project.
Evaluation of Environmental Impacts
This document constitutes an Addendum to, and should be considered with, the 2012 MND.
Together, the 2012 MND and this Addendum serve as the environmental review of the Project, as
required pursuant to the provisions of CEQA and the CEQA Guidelines. The Project's impacts were
largely covered in the 2012 MND's analysis of the Proposed Project. This analysis addresses any
changes to impacts identified in the 2012 MND that could potentially occur as a result of the minor
technical changes associated with the Approved Project.
Aesthetics
The Approved Project, which includes minor changes to the site layout and a slight increase in
vacant land compared to the Proposed Project, will not result in significant impacts on aesthetics.
The Approved Project will not result in changes to unit counts, parking ratios, or open space and
recreational amenities compared to the Proposed Project. The height of proposed structures and
architectural style of the Approved Project will be substantially the same as the height and style
analyzed in the 2012 MND. The Approved Project will not interfere with the existing lines of sight
available from surrounding areas. Implementation of the Approved Project will not negatively affect
the existing visual character or quality of the project site and its surroundings. Furthermore, the
lighting used for the Approved Project will not introduce a significant new source of additional
lighting to the area. The Approved Project will result in either no impacts m• less-than-significant
aesthetics impacts, consistent with the analysis contained in the 2012 MND.
Agricultural and Forestry Resources
The Approved Project will result in the same impacts described in the 2012 MND. The Approved
Project will not change the location of the Project site analyzed in the 2012 MND. The Project site
does not contain any agricultural uses. No land zoned as forest land or timberland exists within the
proposed project boundaries. According to the California Department of Conservation Orange
County Important Farmland 2008 map (California Department of Conservation 20081), the Project
site is classified as "urban and built-tip land" and "other land." The Project will be located in a fully
developed urban environment and would develop a multi-family residential project on an infill
development parcel. No impacts to agricultural or forestry resources will occur as the result of the
Approved Project, consistent with the analysis contained in the 2012 MND.
Air Quality
The Approved Project will not result in new or changed significant impacts on air quality. The
proposed construction activities for the Approved Project will remain unchanged from those
analyzed for the Proposed Project. As stated in the 2012 MND, construction-related daily (short-
term) emissions would exceed the South Coast Air Quality Management District (SCAQMD) regional
1 California Department of Conservation. 2008. Orange County Important Farmland 2000. Available:
<ftp://ftp.consrv.ca.gov/pub/dirp/FMMP/pdf/2008/oraOB.pdf>.
The Met at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Oeclaratian-Addendum 3
75B-62
-- - -- - -- - -- - -- - -- - -- - -
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Modified Site Plan
The Met at South Coast
75B-63
City of Santa Ana
significance thresholds for nitrogen oxides (NOx). The Approved Project will not result in any
changes of the construction-related daily emissions. Mitigation Measures AQ-1 and AQ-2 included in
the 2012 MND would continue to be required for the Approved Project to reduce short-term
construction emissions to a less-than-significant level, which is consistent with the analysis and
mitigation measures contained in the 2012 MND.
Biological Resources
The Approved Project will not result in new or changed significant impacts on biological resources.
Construction activities included under the Approved Project would remain unchanged compared to
the Proposed Project. Similarly, operation of the Approved Project will be substantially the same as
the operation of the Proposed Project. Removal of ornamental trees and tarplant, and the potential
removal of vernal barley analyzed for the Proposed Project will continue to occur under the
Approved Project. The 2012 MND identified impacts on two small delineated wetland areas totaling
0.021 acre (832 square feet) for the Proposed Project, which will not be changed by the Approved
Project Implementation of Mitigation Measures 13I0-1 through BIO-4 would continue to he required
to reduce impacts of the Approved Project related to nesting birds, protected species, and wetlands
to less-than-significant levels, which is consistent with the analysis and mitigation measures
contained in the 2012 MND.
Cultural Resources
Similar to the Proposed Project, the Approved Project will not result in significant impacts on
cultural resources. A cultural resources survey conducted for the project site and summarized In the
2012 MND did not identify any significant cultural resources on site or nearby. As a result, the
Project's impacts to cultural resources were determined to be less than significant. The Approved
Project does not change the conclusions of the 2012 MND related to cultural resources impacts.
Geology and Soils
The Approved Project will not result in new significant or increased impacts on geology and soils.
Site preparation, including soil excavation and export, as well as operation of the Approved Project,
would remain unchanged from those of the Proposed Project described in the 2012 MND, which
concluded that impacts would be less than significant with the incorporation of Mitigation Measure
GEO-1 to reduce seismic groundshaking and expansive soils impacts. The Approved Project does not
change the conclusions of the 2012 MND related to geology and soils, and is consistent with the
analysis and mitigation measures contained in the 2012 MND.
Greenhouse Gas Emissions
The Approved Project will not result in significant impacts on greenhouse gas emissions. The
duration of construction activities and number and type of construction equipment of the Approved
Project would remain unchanged from the Proposed Project. Therefore, greenhouse gas emissions
would be substantially the same as those described in the 2012 MND. Implementation of Mitigation
Measures GHG-1 through GHG-3, along with state implementation of Assembly Bill (AB) 32 Seeping
Measures, would continue to be required to reduce the incremental GHG emissions associated with
the Project by approximately thirty-three percent (33%). The Approved Project does not change the
The Met at South Coast Multi Family Residential P,olect June 2013
Final Mitigated Negative Declaration-Addendum 4
75B-64
City of Santa Ana
conclusions related to greenhouse gas emissions in the 2012 MND, and is consistent with the
analysis and mitigation measures contained in the 2012 MND.
Hazards and Hazardous Materials
The Approved Project will not result in significant impacts on hazards and hazardous materials. The
duration of construction and number and types of construction equipment to be used for the
Approved Project would remain unchanged, and no additional hazards would occur as a result of the
minor technical changes associated with the Approved Project. The Approved Projects potential
impacts will be substantially the same as those described in the 2012 MND, which concluded that no
significant impact would occur and no mitigation measures are required.
Hydrology and Water Quality
Similar to the Proposed Project, the Approved Project will not result in significant impacts on
hydrology and water quality. In fact, the Approved Project will result in slightly less impervious
development by providing a larger vacant parcel in the southwest portion of the site. The Approved
Project requires only minor technical changes to the drainage plans for the Proposed Project to
control construction and operational water runoff. Impacts on hydrology and water quality will be
substantially the same as those described in the 2012 MND, which were determined to be less than
significant. No significant or increased impacts would occur as the result of the minor technical
changes associates with the Approved Project, and no mitigation measures are required.
Land Use and Planning
Similar to the Proposed Project, the Approved Project will not result in significant or increased
impacts on land use. The 2012 MIND concluded that the Proposed Project was consistent with the
MacArthur District Center land use designation. The Approved Project remains consistent with the
General Plan and Zoning designations of the site, and would not conflict with any land use policy or
plan. No significant or increased environmental Impacts would occur as the result of the minor
technical changes associated with the Approved Project.
Mineral Resources
The Approved Project will not result in significant impacts on mineral resources. According to the
City of Santa Ana Land Use Element, there are no areas identified as having significant mineral
resources and no areas having a Significant Mineral Aggregate Resource Areas (SMARA) designation
on the Project site. The Approved Project will not change the location of the Project site. Therefore,
implementation of the Approved Project will not contribute to the loss of availability of a known
mineral resource. No significant or increased impacts would occur in connection with the Approved
Project.
Noise
The Approved Project will not result in significant or increased impacts on noise. The number of
units, parking ratios, and recreational and open space amenities analyzed for the Proposed Project
will not be changed by Approved Project. Impacts related to construction activities and operation of
the Approved Project will be substantially the same as those described in the 2012 MND. Most noise
The Met at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Declaration -Addendum S
75B-65
City of Santa Ana
impacts of the Project were determined to be less than significant in the 2012 MND. However, short-
term noise from construction was determined to potentially be disruptive, thereby requiring the
incorporation of Mitigation Measure NO[-1, which requires implementation of noise control
measures. Additionally, noise impacts on some residents along MacArthur Boulevard were required
to be reduced with the implementation of Mitigation Measures N0I-2, N01-3, NOI-4, and NOI-5.
Implementation of the Approved Project could potentially reduce noise exposure to some of the
residents by shifting some of the residential buildings to the north away from MacArthur Boulevard.
Thus, the Approved Project will not result in new significant or increased impacts related to noise,
and it is consistent with the analysis and mitigation measures contained in the 2012 MND.
Population and Housing
Similar to the Proposed Project, the Approved Project will not result in significant or increased
impacts on population and housing. The number of units, parking ratios, and recreational and open
space amenities will not change tinder the Approved Project. Impacts on population and housing
would be substantially the saute as those identified in the 2012 MND, which were determined to be
less than significant. Specifically, the 2012 MND determined that Project would not contribute to
substantial growth inducement, nor displace any existing housing or result in the construction of
replacement housing elsewhere.
Public Services
The Approved Project will not result in significant or increased impacts on public services. Similar to
the Proposed Project, impacts on police, fire, parks, and public facilities would continue to be
considered less than significant because the Approved Project will not increase square footage or
the number of residents. While the Project's impacts on schools were determined to be significant,
and thus required mitigation, the Approved Project will not result in any additional student
generation, and thus does not result in any new significant or increased impacts from what was
analyzed under the Proposed Project. Therefore, the impacts of the Approved Project would
continue to be less than significant with the implementation of Mitigation Measure PS-1.
Recreation
The Approved Project will not result in significant or increased impacts on recreation. The number
of residential units (284 units), parking ratios, and recreational and open space amenities of the
Approved Project would not change compared to the Proposed Project analyzed in the 2012 MND.
The Project results in an increase of approximately 852 onsite residents. Residents of the Project
would most likely use the onsite recreation facilities. Therefore, it is anticipated that the Project will
not result in a significant increase in the use of existing recreation facilities or require the
construction of new recreation facilities, and its impacts are thus less than significant. Additionally,
the Approved Project is subject to the City's municipal code parkland dedication requirements.
Compliance with the municipal code would increase recreational opportunities within the City.
Transportation/Traf fi c
The Approved Project will not result in significant or increased impacts on transportation/traffic.
The number of proposed access points to the site, parking ratios, and the number of construction
vehicles and resident trips would not change as a result of the Approved Project Therefore, the
The Mel at South Coast Multi. Family Residential Project June 2013
Final Mitigated Negative Declaration-Addendum 6
75B-66
City of Santa Ana
impacts of the Approved Project on transportation/traffic would be substantially the same as those
described in the 2012 MND for the Proposed Project. Implementation of a construction management
plan as described in Mitigation Measure TR-1 of the 2012 MND would continue to be required for
the Approved Project to reduce short-term construction traffic impacts to a less-than-significant
level. Similarly, implementation of Mitigation Measure TR-2 would continue to be required to reduce
potential hazard impacts related to the addition of the project driveway activities. Thus, the
Approved Project is consistent with the analysis and mitigation measures contained in the 2012
MND, and no new significant or increased impacts will occur as the result of the mina' technical
changes associated with the Approved Project.
Utilities and Service Systems
The Approved Project will not result in significant or increased impacts on utilities and service
systems. The number of residential units (284 units), parking ratios, and recreational and open
space amenities of the Project would not change under the Approved Project. Therefore, no changes
in utility demands would occur. The 2012 MND concluded that impacts on utilities would be less
than significant, which would be the same for the Approved Project.
Summary of Findings
Based on the environmental analysis, the Approved Project will not result in any new significant
impacts that were not previously analyzed and adequately addressed in the 2012 MND, or change
the severity of the potential impacts identified in the 2012 MND. The layout modifications and the
slight increase in proposed vacant land compared to the Proposed Project are minor technical
changes, and none of the conditions set forth in Section 15162 of the CEQA Guidelines which would
otherwise require preparation of a subsequent negative declaration or Environmental Impact
Report are met as the result of the Approved Project As demonstrated by this Addendum:
• The Approved Project does not constitute substantial changes which will require major
revisions of the previous mitigated negative declaration due to the involvement of new
significant environmental effects or a substantial increase in the severity of previously identified
significant effects;
• The Approved Project does not constitute substantial changes with respect to the circumstances
under which the Project is undertaken which will require major revisions of the previous
mitigated negative declaration due to the involvement of new significant environmental effects
or a substantial increase in tine severity of previously identified significant effects; and
• The Approved Project does not constitute new information of substantial importance that show
that the Project will have one or more significant effects not discussed in the previous mitigated
negative declaration or that the previously examined significant effects will be substantially
more severe than shown in the previous mitigated negative declaration.
Therefore, pursuant to CEQA Guidelines Sections 15162 and 15164, the 2012 MND and this
Addendum are appropriate to analyze the potential environmental effects of the Approved Project.
Considered together, the 2012 MND and this Addendum satisfy the City s obligation under CEQA to
evaluate and address the potential significant environmental impacts of the Project.
The Met at South Coast Multi-Famlly Residential Project June 2013
Final Mitigated Negative Declaration-Addendum 7
75B-67
Appendix A
Environmental Checklist
ISSUES:
AESTHETICS
Would the project:
Have a substantial adverse effect on a
scenic vista?
Substantially damage scenic resources,
including, but not limited to, trees, rock
outcroppings, and historic buildings within a
Stale scenic highway?
Substantially degrade the existing visual
character or quality of the site and its
surroundings?
Create a new source of substantial light or
glare which would adversely affect day or
nighttime views In the area?
e
Iwo
ai$
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ss ?.
8 A ?E 1140
AGRICULTURE AND FOREST RESOURCES
In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the
California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation
as an optional model to use in assessing Impacts on agriculture and larmland. In determining whether Impacts to forest
resources, including timberland, are significant environmental effects, lead agencies may refer to Information compiled by the
California Department of Forestry and Fire Protection regarding the state's Inventory of forest land, Including the Forest and
Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement methodology
provided in Forest Protocols adopted by the California Air Resources Board.
Would the project:
Convert Prime Farmland, Unique Fannlar
or Farmland of Statewide importance
(Farmland), as shown on the maps
prepared pursuant to the Farmland
Mapping and Monitoring Program of the
California Resources Agency, to non-
agricultural use?
Conflict with existing zoning for agricullurl
use, or a Williamson Act contract?
a
The Met at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Declaration-Addendum A-1
75B-68
City of Santa Ana
ISSUES:
c) Conflict with existing zoning for, or cause
rezoning of, forest land (as defined in Public
Resources Code section 12220(g)),
timberland (as defined by Public Resources
Code section 4526), or timberland zoned
Timberland Production (as defined by
Government Code section 51104(g))?
d) Result in the loss of forest land or
conversion of forest land to non-forest use?
e) Result in the loss of forest land or
conversion of forest land to non-forest use?.
Appendix A. Environmental Checklist
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3 AIR QUALITY
Where available, the significance criteria established by the applicable air quality management or air pollution control district
j may be relied upon to make the following determinations.
Would the project:
a) Conflict with or obstruct implementation of
the applicable air quality plan?
b) Violate any air quality standard or contribute
substantially to an existing or projected air
quality violation?
c) Result in a cumulative) considerable net
increase of any criteria pollutant for which
the project region is non-attainment under
an applicable federal or state ambient air
(quality standard (including releasing
emissions which exceed quantitative
thresholds for ozone precursors)? _..f ;.... 1.
d) Expose sensitive receptors to substantial
pollutant concentrations?
e) Create objectionable odor affecting a
substantial number of people?
4 BIOLOGICAL RESOURCES
Would the project:
a) Have a substantial adverse effect, either
directly or through habitat modifications, on
any species identified as a candidate,
sensitive, or special status species in local
or regional plans, policies, or regulations, or
by the California Department of Fish and
Game or U.S. Fish and Wildlife Service?
The Met al South Coast Multi-FamIN Resldenlial project June 2013
Final Mitigated Negative Declaration-Addendum A-2
75B-69
City of Santa Ana
ISSUES:
b) Have a substantial adverse effect on any
riparian habitat or other sensitive natural
community identified in local or regional
plans, policies, and regulations or by the
California Department of Fish and Game or
U. S. Fish and Wildlife Service?
c) Have a substantial adverse effect on
federally protected wetlands as defined by
Section 404 of the Clean Water Act
(including, but not limited to, marsh, vemal
pool, coastal, etc.) through direct removal,
filling, hydrological interruption, or other
means?
d) Interfere substantially with the movement of
any native resident or migratory fish or
wildlife species or with established native
resident or migratory wildlife corridors, or
impede the use of native wildlife nursery
sites?
e) Conflict with any local policies or
ordinances protecting biological resources,
such as a tree preservation policy or
ordinances?
f) Conflict with the provisions of an adopted
Habitat Conservation Plan, Natural
Community Conservation Plan, or other
approved local, regional, or stale habitat
conservation plan?
6 CULTURAL RESOURCES
Would the project:
Appendix A. Environmental Checklist
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a) Cause a substantial adverse change in the
significance of a historical resource as
defined in § 15064.5?
a) Cause a substantial adverse change in the
significance of an archaeological resource
pursuant to § 15064.5?
c) Directly or indirectly destroya unique
paleontological resource or site or unique
geologic featurel
d) Disturb any human remains, including those
interred outside of formal cemeteries?
The Mel at South Coast Multi-Famlly Residential Protect June 2013
Final Mitigated Negative Declaration-Addendum A3
75B-70
City of Santa Ana
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ISSUES: d
8 GEOLOGY AND SOILS
Would the project: _
a) Expose people or structures to potential
substantial adverse effects, including the
risk of loss, injury, or death involving:
i) Rupture of a known earthquake fault,
as delineated on the most recent
Alquist-Priolo Earthquake Fault Zoning
Map Issued by the State Geologist for
the area or based on other substantial
evidence of a known fault?
ii) Strong seismic ground shaking?
Iii) Seismic-related ground failure,
including liquefaction?
iv) Landslides?
b) Result in substantial soil erosion or the loss
of topsoil?
I
c) Be located on ageologic unit or soil that is
unstable, or that would become unstable as
a result of the project, and potentially result
in on- or off-site landslide, lateral spreading,
subsidence, liquefaction or collapse?
d) Be located on expansive soil, as defined in
Table 18-1-B of the Uniform Building Code
(1994), creating substantial dsks to life or
e) Have soils incapable of adequately
supporting the use of septic tanks or
alternative waste water disposal systems
where sewers are not available for the
disposal of waste water?
GREENHOUSE GAS EMISSIONS
Would the project:
Generate greenhouse gas emissions, either
directly or indirectly, that may have a
significant impact on the environment?
Conflict with an applicable plan, policy or
regulation adopted for the purpose of
reducing the emissions of greenhouse
gases?
The Met at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Declaration-Addendum A-4
Appendix A. Environmental Checklist
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75B-71
City of Santa Ana
Appendix A. Environmental Checklist
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8 I HAZARDS AND HAZARDOUS MATERIALS
Would the project:
a) Create a significant hazard to the public or
the environment through the routine
transport, use, or disposal of hazardous
materials?
b) Create a significant hazard to the public or
the environment through reasonably
foreseeable upset and accident conditions
involving the release of hazardous materials
into the environment?
c) Emit hazardous emissions or handle
hazardous or acutely hazardous materials,
substances, or waste within one-quarter
mile of an existing or proposed school?
d) Be located on a site which is included on a
list of hazardous materials sites compiled
pursuant to Government Code Section
65962.6 and, as a result, would it create a
significant hazard to the public or the
environment?
e) For a project located within an airport land
use plan, or where such a plan has not
been adopted, within two miles of a public
airport or public use airport, would the
project result in a safety hazard for people
residing or working in the project area?
f) For a project within the vicinity of a private
airstrip, would the project result in a safety
hazard for people residing or working in the
project area?
g) Impair implementation of or physically
interfere with an adopted emergency
response plan or emergency evacuation
plan?
h) Expose people or structures to a significant
risk of loss, injury or death involving
wildland fires, including where wildlands are
adjacent to urbanized areas or where
residences are intermixed wilh wildlands?
The Mel at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Declaration-Addendum A-5
75B-72
City of Santa Ana
ISSUES:
9 HYDROLOGY AND WATER QUALITY
Would the project:
a) Violate any water quality standards or
waste discharge requirements?
ID) Substantially deplete groundwater supplies
or interfere substantially with groundwater
recharge such that there would be a net
deficit in aquifer volume or a lowering of the
local groundwater table level (e.g. the
production rate of pre-existing nearby wells
would drop to a level which would not
support existing land uses or planned uses
for which permits have been granted)?
c) Substantially alter the existing drainage
pattern of the site or area, including through
the alteration of the course of a stream or
river, in a manner which would result In
substantial erosion or siltation on- or off-
site?
Ell) Substantially alter the existing drainage
pattern of the site or area, including through
the alteration of the course of a stream or
river, or substantially increase the rate or
amount of surface runoff in a manner in
which would result in flooding on- or off
site?
e) Create or contribute runoff water which
would exceed the capacity of existing or
planned stormwater drainage systems or
provide substantial additional sources of
polluted runoff?
i) Otherwise substantially degrade water
quality?
III Place housing within a 100-year flood
hazard area as mapped on federal Flood
Hazard Boundary or Flood Insurance Rate
Map or other flood hazard delineation map?
h) Place within a 100-year flood hazard area
structures which would impede or redirect
flood flows?
I) Expose people or structures to a significant
risk of loss, Injury or death Involving
flooding, including flooding as a result of the
failure of a levee or dam?
Appendix A. Environmental Checklist
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Final Mitigated Negative Declaration-Addendum A-6
75B-73
City of Santa Ana
Appendix A. Environmental Checklist
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ISSUES:
j) Inundation by seiche, tsunami, or mudflow?
10 LAND USE AND PLANNING
Would the project:
a) Physically divide an established
community?
b) Conflict with any applicable land use plan,
policy, or regulation of an agency with
jurisdiction over the project (including, but
not limited to the general plan, specific plan,
local coastal program, or zoning ordinance)
adopted for the purpose of avoiding or
mitigating an environmental effect?
C) Conflict with any applicable habitat
conservation plan or natural community
conservation plan?
11 MINERAL RESOURCES
Would the project:
a) Result in the loss of availability of a known
mineral resource that would be of value to
the region and the residents of the state?
b) Result in the loss of availability of a locally-
important mineral resource recovery site
delineated on a local general plan, specific
plan or other land use plan?
12
a)
NOISE
Would the project result In
Exposure of persons to or generation of
noise levels in excess of standards
established in the local general plan or
noise ordinance, or applicable standards of
other agencies?
Exposure of persons to or generation of
excessive groundborne vibration or
groundborne noise levels?
A substantially permanent increase in
ambient noise levels In the project vicinity
above levels existing without the project?
The Met at South Coast Multi Family Residential project
Final Mitigated Negative Declaration-Addendum A-7
June 2013
75B-74
City of Santa Ana
ISSUES:
d) A substantial temporary or periodic increase
in ambient noise levels in the project vicinity
above levels exisling without the project?
e) For a project located within an airport land
use plan or, where such a plan has not
been adopted, within two miles of a public
airport or public use airport, would the
project expose people residing or working in
the project area to excessive noise levels?
f) For a project within the vicinity of a private
airstrip, would the project expose people
residing or working in the project area to
excessive noise levels?
13 POPULATION AND HOUSING
Would the project:
a) Induce substantial population growth in an
area, either directly (for example, by
proposing new homes and businesses) or
indirectly (for example, through extension of
roads or other infrastructure)?
b) Displace substantial numbers of existing
housing, necessitating the construction of
replacement housing elsewhere?
C) Displace substantial numbers of people,
necessitating the construction of
replacement housing elsewhere?
14 PUBLIC SERVICES
Would the project:
a) Result in substantial adverse physical
impacts associated with the provision of
new or physically altered governmental
facilities, need for new or physically altered
governmental facilities, the construction of
which could cause significant environmental
impacts, in order to maintain acceptable
service ratios, response times or other
performance objectives for any of the
following public services:
i) Fire pr otection?
it) Police protection?
J I_
The Met at South Coast Multi-Famlly Residential Project June 2013
Final Mitigated Negative Declaration -Addendum A-8
Appendix A. Environmental Checklist
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City of Santa Ana Appendix A. Environmental Checklist
SSUES ?4
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Iii) Schools?
iv) Parks?
I v) Other public facilities?
16 RECREATION
Would the project:
a) Increase the use of existing neighborhood
and regional parks or other recreational
facilities such that substantial physical
deterioration of the facility would occur or
i
be accelerated?
b) Does the project include recreational '
facilities or require the construction or
expansion of recreational facilities which
might have an adverse physical effect on .
the environment? _I.
16 TRANSPORTATION
Would the project:
a) Conflict with an applicable plan, ordinance
i
or policy establishing measures of 1
effectiveness for the performance of the y,
circulation system, taking into account all
modes of transportation including mass
transit and non-motorized travel and
relevant components of the circulation
system, including but not limited to
intersections, streets, highways and
freeways, pedestrian and bicycle paths, and
mass transit? _
b) Conflict with an applicable congestion
management program, including, but not
limited to level of service standards and
travel demand measures, or other
standards established by the county
congestion management agency for
designated roads or highways?
c) Result in a change in air traffic patterns,
Including either an increase in traffic levels
or a change in location that results in
substantial safety risks?
The Met at South Coast Multi-Family Residential Project June 2013
Final Mitigated Negative Dedafation -Addendum A-9
75B-76
City of Santa Ana
ISSUES:
d) Substantially increase hazards due to a
design feature (e.g., sharp curves or
dangerous intersections) or incompatible
uses (e.g., farm equipment)?
e) Result in inadequate emergency access?
Q Conflict with adopted policies, plans, or
programs regarding public transit, bicycle,
or pedestrian facilities, or otherwise
decrease the performance or safety of such
facilities?
17 UTILITIES AND SERVICE SYSTEMS
Would the project:
a) Exceed wastewater treatment requirements
of the applicable Regional Water Quality
Control Board?
b) Require or result in the construction of new
water or wastewater treatment facilites or
expansion of existing facilities, the
construction of which could cause
significant environmental effects?
c) Require or result in the construction of new
storm water drainage facilities or expansion
of existing facilities, the construction of
which could cause significant environmental
effects?
d) Have sufficient water supplies available to
serve the project from existing entitlements
and resources, or are new or expanded
entitlements needed?
e) Result in a determination by the wastewater
treatment provider which serves or may
serve the project that it has adequate
capacity to serve the project's projected
demand In addition to the providers existing
commitments?
f) Be served by alandfill with sufficient
permitted capacity to accommodate the
project's solid waste disposal needs?
g) Comply with federal, state, and local
statutes and regulations related to solid
waste?
Appendix A. Environmental Checklist
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The Met at South Coast Multi-Famlly Residential Project June 2013
Final Mitigated Negative Declaration-Addendum A-30
75B-77
City of Santa Ana
Appendix A. Environmental Checklist
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ISSUES: E
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18 MANDATORY FINDINGS OF SIGNIFICANC E
a) Does the project have the potential to
degrade the quality of the environment,
substantially reduce the habitat of a fish or
wildlife species, cause a fish or wildlife
population to drop below self-sustaining
levels, threaten to eliminate a plant or
animal community, reduce the number or
restrict the range of a rare or endangered
plant or animal or eliminate important
examples of the major periods of California i
history or prehistory? j
b) Does the project have impacts that are
individually limited, but cumulatively
considerable? ('Cumulatively considerable'
means that the incremental effects of a
project are considerable when viewed in
connection with the effects of past projects, j '..
the effects of other current projects, and the '.
effects of probable future projects)?
_
c) Does the project have environmental effects I
which will cause substantial adverse effects
on human beings, either directly or
indirectly?
I
The Met at South Coast Multl-Family Residential Project tune 2013
Final Mitigated Negative Declaration-Addendum A-11
75B-78
Summary Report:
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75B-79
75B-80
(ROH 08/05/13)
ORDINANCE NO. NS-XXX
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF SANTA ANA APPROVING A SECOND AMENDED
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
SANTA ANA AND VDC AT THE MET, LLC, A CALIFORNIA
LIMITED LIABILITY COMPANY
THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. The 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.
B. The City enters into this Second Amended Development Agreement
pursuant to the provisions of the Government Code and applicable City policies.
C. The Planning Commission has, following a duly noticed public hearing, on
July 8, 2013, recommended approval of this Second Amended Development
Agreement.
D. The purpose of this Second Amended Development Agreement is to
revise the Amended Development Agreement, dated April 16, 2012, to allow for the
assignment of the Development Agreement for the property located at 200 East First
American Way, Santa Ana, including all of the rights, duties, obligations, and benefits
contained therein, to the prospective new property owner.
E. The project and the use that the owner proposes in connection with the
property have been extensively reviewed and considered by the City, and such
proposed development and use have been found to accommodate the City's
recommendations and suggestions in order to protect the public's interest to enhance
the desirability of such proposed development and use. The terms and conditions of
this Second Amended Development Agreement have been found to be fair, just and
reasonable, and the City has concluded that the pursuit of the Project will serve the
interests of the City.
Ordinance No. NS-XXX
Page 1 of 3
75B-81
F. The City Council has held a noticed public hearing on this Ordinance and
has considered all testimony presented thereto.
G. Additionally, an addendum to the Mitigated Negative Declaration and
Mitigation Monitoring Program, Environmental Review No. 2011-46, have been
approved and certified by this Council by resolution simultaneously with the introduction
of this ordinance.
H. The proposed project will not adversely affect the General Plan, as is
expressly set forth in the Request for Council Action dated August 5, 2013, together
with all supporting documents, which are incorporated herein by this reference.
Section 2. The Second Amended 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 with such non-
substantive changes as may be authorized by the City Manager and City Attorney. The
Clerk of the Council is hereby authorized and directed to cause this Development
Agreement to be recorded with the County Recorders 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.
ADOPTED this day of 12013.
Miguel A. Pulido
Mayor
Ordinance No. NS-XXX
Page 2 of 3
75B-82
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the
attached Ordinance No. NS-XXX to be the original ordinance adopted by the City
Council of the City of Santa Ana on , and that said ordinance was
published in accordance with the Charter of the City of Santa Ana.
Date:
Clerk of the Council
City of Santa Ana
Ordinance No. NS-XXX
Page 3 of 3
75B-83
RECORDING REQUESTED BY:
Clerk of the City Council
City of Santa Ana
WHEN RECORDED MAIL TO:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza M-30
P.O. Box 1988
Santa Ana, California, 92702
SECOND AMENDED DEVELOPMENT AGREEMENT
by and between
THE CITY OF SANTA ANA,
a California municipal corporation,
and
VDC AT THE MET, LLC,
a California limited liability company
EXHIBIT 1
75B-84
DEVELOPMENT AGREEMENT
THIS SECOND AMENDED DEVELOPMENT AGREEMENT ("Second Amendment") is
entered as of this day of , 2013, by and between THE CITY OF SANTA ANA
("City"), a charter city and municipal corporation, and VDC AT THE MET, LLC ("VDC"), a
California limited liability company. The City and VDC are at times referred to individually as
"Parry" and collectively as "Parties" herein.
RECITALS
A. Sections 65864 through 65869.5 of the California Government Code (the
"Development Agreement Laws") authorize City to establish procedures to enter into, amend, and
extend binding development agreements with persons having legal or equitable interests in real
property located within the City for development of the property;
B. The purpose of this Second Amendment is to assign and make certain minor changes
to the previously-approved "Amended Development Agreement Between the City of Santa Ana and
VDC At The Met, LLC, a California Limited Liability Company," dated April 16, 2012, and
recorded in the Orange County Recorder's Office as Document No. (the "First
Amended DA");
C. Pursuant to an order of Los Angeles Superior Court Judge James C. Chalfant in Case
No. BC 484031, dated September 7, 2012, the subject property is currently controlled by David
Wald, a receiver appointed by the Los Angeles Superior Court with full control and authority over
VDC and the subject property. A true and correct copy of said order is attached hereto as Exhibit
"A" and incorporated herein by this reference;
D. Specifically, the Parties now desire to amend the First Amended DA, by way of this
Second Amendment, to assign the First Amended DA, including all of the rights, duties,
obligations, and benefits contained therein, from VDC to FIRST ROCK SANTA ANA, LLC ("First
Rock"), a California limited liability company, which is the development entity for GENESIS
REAL ESTATE GROUP, INC. ("Genesis"), a Texas corporation. The assignment is subject to the
finalization of the sale of the subject property to First Rock, which was authorized by another order
of Los Angeles Superior Court Judge James C. Chalfant in Case No. BC 484031, dated April 16,
2013. A true and correct copy of said order is attached hereto as Exhibit "B" and incorporated
herein by this reference;
E. In addition, the Parties desire to make minor changes to the First Amended DA, by
way of this Second Amendment, including to (1) eliminate the two-year prohibition against
assignments contained in Section 4.3 of the First Amended DA; (2) remove all references to the
previous applicant, Vineyard Development ("Vineyard"), and the previous developer, Ryan
Ogulnick ("Ogulnick"), from the First Amended DA; and (3) correct the number of total units to be
built pursuant to the approved project; and,
F. All other provisions of the First Amended DA, including all rights, duties,
obligations, and benefits contained therein, shall remain fully intact and unchanged, and shall not be
modified in any way by this Second Amendment.
2
75B-85
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
Section 1.
That subsection 1.1(4) of the First Amended DA is hereby amended to read that the
approved project will consist of 271 residential units.
Section 2.
That subsections 4.3 and 4.3.1 of the First Amended DA are hereby deleted in their entirety
and are replaced with the following:
"4.3 Assignment. Owner shall have the right to transfer or
assign the Property, and its interests in and rights and obligations
under this Agreement, in whole or in part, to any person, entity
(public or private), partnership, joint venture, firm or corporation at
any time during the term of this Agreement; provided, however,
that except as provided in Section 4.3.1 of this Agreement, the
rights of Owner under this Agreement may not be transferred or
assigned unless the written consent of the Council is first obtained
and any transfer or assignment of the rights under this Agreement
shall include in writing the assumption of the duties, obligations,
and liabilities arising from this Agreement if the City grants
written consent to transfer the rights. The rights of the Owner
hereunder shall not be subject to assignment by attachment,
execution, or proceedings under any provision of the Bankruptcy
Act, and any such assignment or transfer shall be wholly void and
of no force and effect unless such written consent thereto be
obtained from the Council. Such transfer or assignment shall not
relieve Owner of any duty, obligation or liability to City without
the consent of the City.
During the term of this Agreement, any approved assignee or
transferee of the rights under this Agreement shall observe and
perform all of the duties and obligations of Owner contained in this
Agreement as such duties and obligations pertain to the portion of
the Property transferred or assigned. Any and all approved
successors and assignees of Owner shall have all of the same
rights, benefits, duties, obligations, and liabilities of Owner under
this Agreement. If the Property is subdivided, any subdivided
parcel may be sold, mortgaged, hypothecated, assigned, or
transferred to persons for development by them in accordance with
the provisions of this Agreement. Upon assignment or transfer of
the rights of Owner under this Agreement, the obligations of
Owner and the transferee or assignee shall be joint and several.
3
75B-86
4.3.1 Permitted Assignments. The prohibition against transfer
of ownership of the Property as defined in section 4.3 above shall
not apply to, and the City hereby consents to, the following:
(a) Associations, including limited partnerships, limited
liability companies, or joint ventures with other entities for the
purpose of performing Owner's obligations under this Agreement,
provided Owner retains sole operational and managerial control.
(b) Easements or temporary permits to facilitate development
of the Property.
(c) Deeds of trust or other financing documents executed for
the purpose of securing loans to Owner made to finance the
development of the Property, and transfers to any person or entity
pursuant to a foreclosure or deed in lieu of foreclosure of such
deed of trust or other, similar, financing documents and any
subsequent transfer by any such person or entity.
Section 3. ASSIGNMENT.
The City Council of the City of Santa Ana hereby approves the assignment of this
Agreement from VDC, pursuant to the authority granted by Los Angeles Superior Court Judge
James C. Chalfant to the receiver appointed with full control over VDC and the subject property,
to First Rock, subject to the finalization of the sale of the subject property to First Rock.
Section 4. INTEGRATION.
Except as expressly provided to the contrary herein, all provisions of the First Amended
DA shall remain in full force and effect. The First Amended DA and this Second Amendment
shall collectively be referred to as the "Agreement" throughout this document. The Agreement
integrates all of the terms and conditions of agreement between the Parties, and supersedes all
negotiations and previous agreements between the Parties with respect to the subject matter hereof.
Section 5. EFFECTIVE DATE
This Second Amendment shall take effect upon the completion of both the closing of
escrow on the property subject to the Agreement by First Rock and the date the ordinance
approving this Second Amendment takes effect.
a
75B-87
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
CITY OF SANTA ANA
KEVIN O'ROURKE
Interim City Manager
VDC AT THE MET, LLC
A California limited liability company
DAVID WALD
Receiver
75B-88
75B-89
ROH - 08/05/13
RESOLUTION NO. 2013-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA
APPROVING AN ADDENDUM TO THE MITIGATED NEGATIVE
DECLARATION AND MITIGATION MONITORING PROGRAM,
ENVIRONMENTAL REVIEW NO. 2011-46 FOR THE PROPERTY
LOCATED AT 200 EAST FIRST AMERICAN WAY
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. First Rock Santa Ana, LLC, development entity for Genesis Real Estate
Group, is requesting the approval and adoption of an addendum to the
Mitigated Negative Declaration and Mitigation Monitoring Program,
Environmental Review No. 2011-46, to accurately coincide with the project
as detailed in amended Development Agreement No. 2012-01, and to
facilitate a change in ownership to First Rock for The Met development
project located at 200 East First American Way.
B. The Planning Commission of the City of Santa Ana held a duly noticed
public hearing on July 8, 2013, and voted to recommend that the City
Council approve and adopt the addendum to the Mitigated Negative
Declaration and Mitigation Monitoring Program, Environmental Review No.
2011-46.
Section 2. The City Council has reviewed and considered the information
contained in the addendum to the mitigated negative declaration and mitigation
monitoring program, Environmental Review No. 2011-46, prepared with respect to this
Project. The City Council has, as a result of its consideration and the evidence
presented at the hearings on this matter, determined that, as required pursuant to the
California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, the
addendum to the mitigated negative declaration and mitigation monitoring program
adequately addresses the expected environmental impacts of this Project. On the basis
of this review, the City Council again finds that there is no evidence from which it can be
fairly argued that the Project will have a significant adverse effect on the environment.
The City Council hereby certifies and approves the addendum to the mitigated negative
declaration and mitigation monitoring program and directs that any necessary Notice of
Determination be prepared and filed with the County Clerk of the County of Orange in
the manner required by law.
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Section 3. The City Council of the City of Santa Ana after conducting the public
hearing hereby approves the addendum to the Mitigated Negative Declaration and
Mitigation Monitoring Program, Environmental Review No. 2011-46. This decision is
based upon the evidence submitted at the above said hearing, which includes, but is not
limited to: the Request for Council Action dated August 5, 2013, and exhibits attached
thereto; and the public testimony, written and oral, all of which are incorporated herein
by this reference.
Section 4. This decision rendered by the City Council of the City of Santa Ana
is final and is subject to judicial review pursuant to California Code of Civil Procedure
section 1094.6. The Clerk of the Council shall give direct notice to the applicant of the
Council's decision and these findings.
ADOPTED this day of 2013
Miguel A. Pulido
Mayor
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2005-XXX to be the original resolution adopted by the City Council of the
City of Santa Ana on
Date:
Clerk of the Council
City of Santa Ana
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