HomeMy WebLinkAbout17 - NB-1 - General Plan Screening GPS-16-03 for the - 7/5/2016CITY COUNCIL AGENDA REPORT
MEETING DATE: JULY 5, 2016 ITEM NUMBER: IVB -1
SUBJECT: GENERAL PLAN SCREENING GPS -16-03 FOR THE EMULEX PROPERTY AT 3333
SUSAN STREET
DATE: JUNE 24, 2016
FROM: PLANNING DIVISION/DEVELOPMENT SERVICES DEPARTMENT
PRESENTATION BY: MEL LEE, SENIOR PLANNER
FOR FURTHER INFORMATION CONTACT: MEL LEE, AICP, SENIOR PLANNER (714) 754-5611
mel.lee@costamesaca.gov
RECOMMENDATION
Accept or deny General Plan amendment screening request for processing to amend the
land use designation from Industrial Park (IP) to Commercial Center (CC) related to
development of the 14.25 acre Emulex property at 3333 Susan Street.
REQUEST
If the General Plan screening request is accepted for processing, the proposal would
require approval of the following entitlements:
• General Plan Amendment to change the land use designation of the 14.25 acre
Emulex property from Industrial Park (IP) to Commercial Center (CC);
• Increase the FAR (Floor Area Ratio) of the 14.25 acre Emulex property from .40
allowed to .45 proposed to allow a mix of commercial uses including a hotel, retail,
and restaurant uses, on a vacant 3.2 acre portion of the site;
• Amend the North Costa Mesa Specific Plan Area 1, Sub -Area C, with regard to
land uses, trip budget, and building square footage allowed for the site;
• Rezone to change the zoning of the 14.25 acre Emulex property from PDI
(Planned Development Industrial) to PDC (Planned Development Commercial) for
the existing and proposed land uses for the site;
• Amend the Development Agreement for Home Ranch (DA -00-01) for the proposed
project; and
• Master Plan Amendment for the hotel, retail, and restaurant uses proposed on the
vacant 3.2 acre portion of the site.
BACKGROUND
Project Site
The project site is 14.25 acres in size and is bounded by South Coast Drive (south), Susan
Street (east), LA Times building (west) and Sunflower Avenue (north).
Settin p
The three existing, two-story administrative office buildings for Emulex Corporation are
comprised of 172,176 square feet of total floor area, surrounded by surface parking and
landscaped areas, and are connected by covered walkways. The proposed development
would occur on the undeveloped southern portion of the property, which is approximately
3.2 acres in size. This vacant area of the Emulex site had been previously approved and
graded for a future fourth office building that was never constructed.
Proposed Project
The proposed project consists of a General Plan Amendment to change the land use
designation of the 14.25 acre Emulex property from Industrial Park (IP) to Commercial
Center (CC) to allow a mix of commercial uses, including a hotel, retail, and restaurant
uses on the vacant 3.2 acre portion of the site. The related entitlements that would be
required if the screening request is approved are described on the first page of this report.
Parking /Access
Vehicular access to the site is currently from Susan Street. The proposed development
will require the construction of additional drive approaches along Susan Street and
South Coast Drive as shown on the conceptual site plan attached to this report
(Attachment 6). Based on the uses proposed, it is anticipated that the project will result
in an increase in the number of AM peak hour trips (158) and PM peak hour trips (194).
A full trip generation analysis has been completed by the applicant's traffic consultant,
Stantec, and is attached to this report for reference (Attachment 4).
To comply with the parking standards, the proposed project will require a total of 147
parking spaces; compared to the existing 630 parking spaces provided for the existing
office use, the proposed project will result in a total of 777 on-site parking spaces for all
uses on the property.
Other Development Standards
A summary of the development standards for the proposed project is included in the
following table. A more detailed code comparison will be done when the development
plan is submitted for processing.
Criteria
Requirement
Proposed
Perimeter Open Space
20 feet
20 feet
Floor Area Ratio FAR
.40 Maximum
.45
Max. Building Height
Four Stories Maximum
Two Stories (Retail)
Four Stories Hotel
ANALYSIS
General Plan Amendment Screening Criteria
City Council Policy 500-2 sets forth the criteria to evaluate General Plan amendment
requests. Council takes action on whether or not a proposal should be accepted for
processing by using these criteria as guidance. The Policy establishes a procedure for
processing privately initiated General Plan amendments (Attachment 2). The policy also
acknowledges these criteria are only guidelines and City Council may accept an
application which does not meet the criteria if it finds there are overriding reasons to do
so.
A project summary sheet is attached for the screening request. This summary sheet
provides the following information:
General Plan Land Use Map and Aerial Photograph
Potential Project Description, Land Use and Traffic Evaluation
Justification for approval or rejection of application for further processing
Additionally, acceptance of a proposal for screening is not a commitment to approve the
General Plan amendment. This action represents that Council would like to consider the
request for processing, and subsequently explore alternatives prior to making a final
decision on amending the General Plan.
ALTERNATIVES
In addition to providing general feedback on the proposed project, City Council would
need to take action on the General Plan amendment screening request.
Accept processing of the General Plan Amendment request. This would allow the
applicant to proceed with applying to amend the General Plan for the proposed
project.
2. Deny General Plan Amendment request from further processing. If the application
is denied, the applicant may continue with the uses allowed under the current
General Plan and Zoning designations.
FISCAL REVIEW
Fiscal review is not required for this item.
LEGAL REVIEW
The City Attorney's office has considered the proposal and determined that a General
Plan amendment is necessary in order for the project to proceed as proposed.
PUBLIC NOTICE
General Plan Screenings do not require public notice; however, if the screening were to
be approved, the General Plan Amendment and related entitlements as described on
page 1 of this report would be subject to public notice per Title 13, Section 13-29(d), of
the Costa Mesa Municipal Code.
CONCLUSION
Staff believes the proposed development meets the goals and intent of the City's General
Plan and regional land use plans in that it provides new development that will be
consistent and compatible with surrounding properties and uses.
MEL LEE, AICP
Senior Planner
GARY ARMSTRONG, AICP
Economic Development & Development
Services Director / Deputy CEO
Attachments: 1. Summary Sheet
2. Council Policy 500-2
3. Vicinity Map /Existing General Plan Map/Existing Zoning Map
4. Traffic Study
5. Development Agreement DA -00-01
6. Applicant's Request and Conceptual Plans
SWGS Susan Street, LLC
2050 Main Street, Suite 830
Irvine, CA 92614
Donald Lamm
Diamond Star Associates, Inc.
4100 MacArthur Boulevard, Suite 330
Newport Beach, CA 92660
V
GPS -16-03 — 3333 Susan Street
10
TRAFFIC EVALUATION
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ATTACHMENT 1
GENERAL PLAN SCREENING REQUEST
The project site is 14.25 acres in size and contains three
existing, two-story administrative office buildings for Emulex
Corporation, 172,176 square feet of total floor area,
surrounded by surface parking and landscaped areas, and
connected by covered walkways. The request is a General
Plan Amendment to change the land use designation of the
14.25 acre Emulex Site from Industrial Park (IP) to
Commercial Center (CC).
Vehicular access to the site is currently from Susan Street. The proposed development will require the construction of
additional drive approaches along Susan Street and South Coast Drive as shown on the conceptual site plan attached to
this report (Attachment 6). Based on the uses proposed, it is anticipated that the project will result in an increase in the
number of AM peak hour trips (158) and PM peak hour trips (194). A full trip generation analysis has been completed by
the applicant's traffic consultant, Stantec, and is attached to this report for reference (Attachment 4).
General Plan Land Use
Development Description
AM Peak
PM Peak Hour
Total Average
Designation
Hour Trips
Trips
Daily Trips
Industrial Park (IP)
General Plan Buildout (Existing and
207
215
1,726
Existing
Future Industrial Park).
An increase the FAR (Floor Area Ratio)
of the site from .40 allowed to .45 is
365
409
4,008
Commercial Center (CC)
proposed to allow a mix of commercial
Proposed
uses, including a hotel, retail, and
restaurant uses on a vacant 3.2 acre
portion of the site.
N/A
158
194
2,282
Difference Proposed
Source: Stantec Traffic Assessment, June 17, 2016
PROJECT COMPLIES WITH GOALS OF THE GENERAL PLAN
Staff believes that the proposed project is compliance with the following goals of the City's General Plan:
1. General Plan Land Use Objective LU -1A.1: Provide for the development of a mix and balance of housing
oDDortunities. commercial aoods and services. and emplovment opportunities in consideration of the needs of
the business and residential segment of the community. The proposed development will contribute to jobs and
housing balance within the community. The project will be in close proximity to major commercial and transit
corridors and major freeways.
2. The Droiect satisfies the General Plan Acceptance Screenina Criteria since the Dreliminary trio aeneration
assessment concluded that the Droiect will not result in a sianificant increase of averaae daily trips and is not
expected to significantly impact any roadways in the area. In comparison with existing development and General
Plan build out the project will result in an increase in the number of AM peak hour trips (158) and PM peak hour
trips (194); however, the increase is not considered significant.
CITY OF COSTA MESA, CALIFORNIA
COUNCIL POLICY
ATTACHMENT
POLICY EFFECTIVE
SUBJECT NUMBER ®ATE PAGE
PROCESSING OF GENERAL PLAN AMENDMENTS 500-2 11/3/86 l of 2
Rev. 8/1/94
Background
The General Plan constitutes the official policy of the City
Council of the City of Costa Mesa with regard to physical
development of the City. The City Council may, at its option,
amend the General Plan or any element thereof, On August 2,
1982, the City Council enacted Resolution 82-65 adopting
"General Plan Administration and Implementation Policies and
Procedures". These procedures provided that regularly scheduled
General Plan review hearings would be held at the first Planning
Commission meeting in February, June, and October, Since that
date, State Law has been amended to allow elements of the
General Plan to be amended four, rather than three, times during
any calendar year. Due to the increased workload on Staff,
Planning Commission and City Council resulting from the review
of General Plan Amendment applications, the City Council wishes
to review the tvpe and number of such applications prior to
acceptance for processing.
Purpose
It is the purpose of this policy to:
Establish dates for
Amendments.
Establish guidelines
providing direction to
privately initiated
applications.
Policy
the hearing of General Plan
to assist the City Council in
Staff with regard to processing
Genera'_ Plan Amendment
Privately initiated General Plan Amendment applications shall be
heard at the first Planning Commission meetings in February,
June, and October. A fourth date for the hearing of General
Plan Amendment applications may be assigned by the City Council
at its discretion for either privately initiated or City
initiated General Plan Amendments.
The City Council shall review applications for amendments to the
General Plan and shall direct Staff to either proceed with
processing of the applications or to return all materials to the
applicant and refund the application fee. A list of
applications, including the name of applicant, location of
CITY OF COSTA MESA, CALIFORNIA
COUNCI L POLICY
POLICY EFFECTIVE
SUBJECT NUMBER DATE PACE
PROCESSING OF GENERAL PLAN AMENDMENTS 500-2 11/3/86
Rev. 8/1/94 2 of 2
property, and request shall be submitted to the City Council by
the Planning Staff in sufficient time to be heard by the City
Council at the second Council meeting following the application
deadline.
The following criteria shall be used as guidelines for the City
Council to determine which applications will be accepted for
processing. An application should be accepted if:
A General Plan Amendment is necessary to resolve
inconsistency between General Plan designation and
zoning.
® A General Plan Amendment is necessary to provide a
uniform land use designation on. a si,,-:g_e parcel cr
development site.
® A General Plan Amendment would result in decreased
traffic impacts from the property.
An application for amendment to the General Plan should not be
cr>-sid.ered if:
® The request applies to a single small lot or a small
area, especially if the change would make the property
inconsistent with surrounding properties.
® The property is located in the Redevelopment Area
(requires action by the Redevelopment Agency to amend
the redevelopment plan).
No General Plan Amendment shall be accepted which would increase
the overall, City-wide development cap. However, General Plan
Amendments which would result in development exchanges or
transfers, may be considered.
As these are Simply guidelines, the Council may deviate from
them if there are other important reasons for accepting or
rejecting a particular application.
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ATTACHMENT 4
SteelWave Project - Traffic
Assessment
City of Costa Mesa
Prepared for:
SteelWave LLC
Prepared by:
Stantec Consulting Services Inc.
June 17, 2016
Sign -off Sheet
This document entitled SteelWave Project -Traffic Assessment was prepared by Stantec Consulting
Services Inc. ("Stantec") for the account of SteelWave LLC (the "Client'),
Prepared by
(signature)
Kendall Elmer
(949)923-6000
Reviewed by
(signature)
Daryl Zerfass PE, PTP
(949)923-6058
12_
STEELWAVE PROJECT -TRAFFIC ASSESSMENT
Table of Contents
1.0 INTRODUCTION................................................................................................................1
2.0 PROJECT SITE TRIP GENERATION.....................................................................................2
3.0 PROJECT TRIP DISTRIBUTION............................................................................................2
4.0 YEAR 2035 TRAFFIC CONDITIONS...................................................................................5
LIST OF TABLES
Table 1 Project Site Land Use and Trip Generation Summary ................................................3
Table 2 Project Trip Distribution Pattern......................................................................................4
Table 3 Long -Range (2035) Intersection LOS Summary ...........................................................6
LIST OF ATTACHMENTS
Intersection Capacity Utilization (ICU) Worksheets
_13-
STEELWAVE PROJECT - TRAFFIC ASSESSMENT
Introduction
June 2016
1.0 INTRODUCTION
These technical notes summarize the results of a traffic assessment for the SteelWave
development plan proposed on the former Emulex site in the City of Costa Mesa, California. This
assessment is intended to provide an initial analysis of fhe potential traffic impacts of the
proposed SteelWave development plan for the purpose of opening negotiations between the
project applicant and the City of Costa Mesa to potentially amend the Home Ranch
Development Agreement to allow the proposed development plan. Subsequent study may be
necessary depending on the outcome of the negotiations.
The project site, which is located in the northern portion of the City, is bounded by Sunflower
Avenue to the north, Susan Street to the east, South Coast Drive to the south, and the former Los
Angeles Times site to the west. The northern portion of the site contains three existing buildings
with a total of 172,000 square feet of industrial park use. The southern three -acre portion of the
site (i.e., the northwest comer of the Susan Street/South Coast Drive intersection), which is
currently vacant, is assumed to be developed with 80,650 square feet of future industrial park
use according to the City's General Plan and the Home Ranch Specific Plan. In the proposed
Steelwave development plan the existing 172,000 square feet of industrial park use (i.e., the
existing buildings) would remain on the site and is assumed in this analysis to be utilized as office
space rather than industrial park use, and the three -acre vacant portion of the site would be
developed with a 128 room, 82,500 square foot hotel and 15,300 square feet of retail
development that would include 13,300 square feet of restaurant space and 2,000 square feet
of space for retail products.
The traffic assessment summarized here analyzes the potential traffic impacts of changing the
land use assumptions on the project site from the General Plan and Specific Plan land use
(252,650 square feet of industrial park use) to the proposed office, hotel and retail development
plan. The assessment utilizes long-range (2035) Costa Mesa Traffic Model (CMTM) traffic forecasts
that were prepared for the General Plan Update that is currently being processed by the City.
Year 2035 CMTM traffic forecasts based on the proposed General Plan land uses and a
constrained highway network setting (as opposed to buildout of the City's General Plan
roadway circulation plan) are applied in this analysis as "no -project" conditions.
Traffic forecasts with the proposed development plan were prepared by first deriving a traffic
distribution pattern for the project using CMTM select zone analysis procedures. The difference in
traffic generation between the current General Plan land uses and the proposed development
plan were then added to the no -project traffic forecasts based on the CMTM traffic distribution
pattern. The potential impacts of the proposed project were analyzed by comparing no -project
and with -project peak hour (AM and PM) levels of service (LOS) at key intersections in the vicinity
of the project site. (Note that for the purpose of this analysis, "no -project" conditions represent
buildout of the site based on the current General Plan.)
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STEELWAVE PROJECT -TRAFFIC ASSESSMENT
Project Site Trip Generation
ILRiLxZi]F]
Intersection levels of service are based on intersection capacity utilization (ICU) values using the
ICU calculation methodology applied in the General Plan Update traffic study. Level of service
"D" (ICU not to exceed 0.90) is the performance standard for City of Costa Mesa intersections.
The approach described here for evaluating the potential impacts of the project was
developed based on coordination with City of Costa Mesa traffic engineering staff.
The following sections summarize the trip generation estimates for the proposed project, the
traffic distribution pattern assumed for the project site, and the results of the peak hour
intersection impact analysis.
2.0 PROJECT SITE TRIP GENERATION
Trip generation estimates for the project site based on the General Plan land uses and the
proposed development plan were calculated using trip rates from the Institute of Transportation
Engineers (fTE) Trip Generation Manual (9th Edition). ITE trip rates are also applied in the CMTM.
During the discussions with City of Costa Mesa traffic engineering staff on the traffic analysis
approach, the City recognized that the office/hotel/retail development plan proposed for the
project would result in certain trip generation reductions because of trips that would be
captured internally within the project site due to the mix of land uses that are proposed. For this
analysis, the City has permitted that 10 percent of the trips generated by the proposed
development plan would be assumed to be internally captured within the project site (i.e., a 10
percent reduction has been applied to the trip generation estimates for the proposed
development plan).
Table 1 summarizes the AM and PM peak hour and average daily traffic (ADT) trip generation
estimates for the General Plan as well as for the proposed development plan, including the 10
percent trip reduction mentioned previously for internal capture. As the table indicates,
compared to the General Plan, the proposed development plan is estimated to generate 158
more AM peak hour trips (124 inbound and 34 outbound), 194 more PM peak hour trips (90
inbound and 104 outbound) and 2,282 more daily trips.
As mentioned in the introduction, the traffic distribution pattern for the project was developed
based on a select zone assignment for the project site using the year 2035 version of the CMTM,
which is the traffic forecasting model applied in the City's General Plan Update. The resulting
project trip distribution pattern is summarized in Table 2. This distribution pattern was used to add
the difference in traffic generation between the current General Plan land uses and the
proposed development plan to year 2035 General Plan traffic forecasts.
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STEELWAVE PROJECT -TRAFFIC ASSESSMENT
Project Trip Distribution
June 2016
Table 1 Project Site Land Use and Trip Generation Summary
Land Use
Units
AM Peak Hour
PM Peak Hour
ADT
In I Out I Total
I In Out Total
GENERAL PLAN LAND USES
Existin Industrial Park
172 TSF
115
26
141
31
115
146
1 1,175
Future Industrial Park
80.65 TSF
54
12
66
1 15
54
69
551
Total Trip Generation
169
38
207
1 46
169
215
1,726
PROPOSED DEVELOPMENT PLAN
Office(Existing Buildings) 172 TSF
236
33
269
43
213
256
1,897
Hotel 128 Rooms
40
28
02
37
77
1,046
Qualit Restaurant 7.72 TSF
3
3
6
39
19
58
694
High Turnover Restaurant 5.58 TSF
33
27
60
33
22
55
709
Retail 2.00 TSF
1
1
2
4
5
9
107
Trip Generation Summary
Total Before Trip Reduction
313
92
1 405
159
296
455
4,453
10% Internal Ca ture Tri Reduction
-20
-20
-40
-23
-23
-46
-445
Total After Trip Reduction
293
72
1 365
136
273
409
4,008
DIFFERENCE PROPOSED DEVELOPMENT
PLAN VERSUS GENERAL PLAN
Net Trip Generation Increase
124
1 34
158
90
1 14
194
2,282
TRIP GENERATION RATES (a
Industrial Park b TSF
.67
.15
.82
.18
.67
.85
6.83
Office c TSF
1.37
.19
1.56
.25
1.24
1.49
11.03
Hotel d Room
31
22
.53
.31
.29
.60
8.17
Quality Restaurant e TSF
.41
.40
.81
5.02
2.47
7.49
89.95
High Turnover Restaurant f TSF
5.95
4.86
10.81
5.91
3.94
9.85
127.15
Retail TSF
.73
.45
I.18
2.23
2.41
4.64
53.28
Abbreviations: ADT -average daily trips
TSF - thousand square feet
(a) Source: Institute of Transportation Engineers (ITE) Trip Generation Manual (9th Edition).
(b) ITE Category 130 (Industrial Park)
(c) ITE Category 710 (General Office Building)
(d) ITE Category 310 (Hotel)
(e) ITE Category 931 (Quality Restaurant)
(f) ITE Category 932 High -Turnover (Sit -Down) Restaurant)
(h) ITE Category 820 (Shopping Center)
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STEELWAVE PROJECT—TRAFFIC ASSESSMENT
Project Trip Distribution
June 2016
Table 2 Project Trip Distribution Pattern
Roadway Location
Percentage of Project
Site Trip Generation
Fairview Road north of Sunflower Avenue
4%
Fairview Road south of 1-405 Freeway
9%
Harbor Boulevard north of Sunflower Avenue
6%
Harbor Boulevard south of 1-405 Freeway
12%
1-405 Freeway north of Harbor Boulevard
17%
1-405 Freeway south of Fairview Road
24%
South Coast Drive east of Fairview Road
5%
Sunflower Avenue west of Harbor Boulevard
Sunflower Avenue east of Fairview Road
7%
Susan Street north of Sunflower Avenue
Total
100%
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STEELWAVE PROJECT - TRAFFIC ASSESSMENT
Year 2035 Traffic Conditions
June 2016
4.0 YEAR 2035 TRAFFIC CONDITIONS
Table 3 summarizes long-range (2035) ICU values and levels of service for intersections in the
vicinity of the project site based on the General Plan and proposed development plan land uses
(actual ICU worksheets are attached at the end of these technical notes). As the summary table
indicates, each of the intersections analyzed is forecast to operate at an acceptable L05 "D" or
better under 2035 conditions that assume the proposed development plan (i.e., the proposed
plan does not significantly affect the roadway LOS(.
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ATTACHMENTS
- PEAK HOUR INTERSECTION CAPACITY
UTILIZATION (ICU) WORKSHEETS
-20-
1. Harbor a Scenic/Lake Center
2035 Proposed General Plan (Constrained Network)
AM ?K HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 1 1700 60 .04* 30 .02
NB". 5100 1020 .21 2370 .48*
NBR 0 0 40 70
SBL 1 1700 90 .05 20 .01*
SBT 3 5100 2560 .52* 1640 .33
SBR 0 11 110 20
EBL 1 1700 10 .01* 90 .05*
EBT _1.
1700 20 .01 50 .03
E3R 1 1700 20 .01 130 .08
WBL 1 1700 20 .01 60 .04
WRT 1 1700 30 .02* 00 .10*
WBR 0 0 10 70
Clearance interva_ .05* AS*
TOTAL CAPACITY UTILIZATION .64 .69
2. Harbor S Sunflower
2035 Proposed General Plan (Constrained Network)
AN PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 2 3400 370 .11* 80 .02
NBT 3 5100 1230 .24 2080 .41-
NBR i 1700 240 .14 180 .11
SBL 2 3400 240 .07 160 .05'
SBT 3 5100 1720 .34* 1710 .34
SBR 1 1700 90 AS 30 .02
EBS 1. 1700 10 .01 40 ,02'
EBI 2 3400 200 .06" 170 .05
EBR 1 1700 40 .02 240 .14
WBL 1.5 120 1.05i* 200 .12
WBT 1.5 5100 140 .05 650 .19*
WBR i 1700 SO .05 200 .12
Clearance Interval .05* .05*
TOTAL CAPACITY UTILIZATION .61 .72
-21-
2035 Proposed G.P.+SteelWave Project (Const. Network)
A;4 PK HOUR IN P3 HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 1 1700 60 .04* 30 .02
NBT 3 5100 1022 .21 2376 .48*
NBR 0 0 40 70
SBL 1 1700 90 .05 20 AL'
SBP 3 5-_00 2567 52* 1645 .33
SBR 0 0 110 20
EBL1 1700 10 A? 90 .05*
"EBT1 1700 20 .01 50 .03
EBR 1 1?00 20 .01 130 .08
WBL i 1700 20 .01 60 .04
W3T 1 1700 30 .02* 100 .10�
WBR 0 0 10 70
Clearance interval .05* .05*
TOTAL CAPACITY UTILIZATION .64 .69
2035 Proposed G.P.+SteelWave Project (Const. Network)
AN PK HOUR PH PK HOUR
LANES CAPACITY VOL V/C VOL V/C
N3L 2 3400 370 .11" 80 .02
NBT 3 5100 '.230 .24 2080 .41'
NBR 1 :700 240 .14 i80 .11
SBL 2 3400 247 .07 165 .05*
SBT 3 5100 1720 .34* 1710 .34
SBR 1 1700 90 .05 30 .02
BBL 1 1700 10 .01 40 .02*
EBT_ 2 3400 201 .06" 171 .OS
EBR _ 1700 40 .02 240 ,14
WBL 1.5 120 .051* 200 .12
W3T 1.5 5100 140 .05 651 .19*
WBR 1 1700 82 .05 206 .12
Clearance 'nterval .05* .05*
TOTAL CAPACITY UTILIZATION .61 .72
0
3. Susan 6 Sunflower
2035 Proposed General Plan (Constrained Network)
AM PK HOUR PH PK POUR
LANES CAPACITY VOL V/C VOL V/C
NBL 1 1700 80 .05 150 .09
NBT 1 1708 250 .15* 430 .25'
NBR 1700 20 .O1 140 .08
SIL 1 1700 170 .10+ 70 .04*
SBT 1 1700 70 AS 180 .16
SBR 0 0 20 90
EBL 1 1700 80 .C5* 60 .041
EB". 2 3400 330 .10 580 .17
'BR 1 179" 120 .07 50 .03
WB', _ 1700 30 .02 40 .02
NBT 2 3400 400 .141 700 .26"
43R 0 0 90 200
Clearance Interval .05* .05 -
TOTAL CAPACITY UTILIZATION .49 .64
4. Fairview 6 Sunflower
2035 Proposed General Plan (Constrained Network)
AH PK HOUR 0P1 P( HOAR
LANES CAPACITY VOL V/C VOL V/C
NEIL 2 3400 200 .06* 190 .06
NBT 33 5100 116, .23 1750 .34 -
NK 1 1700 120 .07 33i0 .18
SBL 2 3400 22C .06 150 .04'
SI". 3 5100 1790 .37* 1300 .27
SBR 0 0 100 100
E3-1 2 3400 70 .02 460 .14
EST 2 3400 330 .14* 560 .21'
BE 0 0 130 1140
'RBL 2 3500 370 .11* 200 .W
WET 2 3400 510 .15 320 .09
WBR 1 1700 140 .08 100 .06
Clearance Interval .05' .05*
TOTAL CAPACITY UTILIZATION .73 .70
2035 Proposed G.P.+SteelWave Project (Const. Network)
41 PK HOUR PH ?K HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 1 1700 82 .05 157 .09
2" 1 1700 255 .15* 446 .26'
NBA 1 1700 24 .01 152 .09
SBL 1 1700 170 .10* 70 .C4*
SBT _ 1700 89 .06 194 .17
SBR 0 0 20 90
EBL 1 1700 80 .OS* 60 .04'
EBT 2 3400 330 ,10 580 .17
EBR 1 1700 M .98 56 .03
WBL 1 1700 45 .03 51 .03
WB- 2 3400 400 .14* 700 .26*
WBR 0 0 90 200
Clearance Interval .05* .05*
TOTAL CAPACITY UTILIZATION .49 .65
2035 Proposed G.P.+SteelWave Project (Const. Network)
Au PK HOUR PH P3 HOUR
LANES CAPACITY VOL V/C VOL V/C
NIL 2 3400 200 .06* 190 .06
NBT 3 5100 1160 .23 1750 .34*
NBR 1 1700 120 .07 310 .18
SEL 2 33400 220 .O6 15, .04*
SBT 3 5100 1790 .375 1300 .28
SBA 0 0 105 104
EBI 2 3400 71 .02 464 .14
EBT 2 3400 332 .14* 567 .21'
EBR 0 0 130 l40
WBL 2 3400 370 .11* 200 .06*
WBT 2 3400 519 .15 326 .10
HBA 1 1700 140 .08 100 .06
Clearance Interval .DS* .05`
TOTAL CAPACITY UTILIZATION .73 .70
_ 22,
0
17. Hyland 6 South Coast/I-405 NB On Ramp
2035 Proposed General Plan (Constrained Network)
AM PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 0 0 0 0
NPT 0 0 0 0
NBR 1 0 0 0
SBL 1 1700 250 .15' 340 .20*
SRI 0 2 0
SBA f 50 730
E3L 0 0 0 0
EBT 0 0 0 0
EBR 0 0 0 0
WBL 0 0 0 0
WBT 2 3400 220 .06' 1059 .31'
WAR 1 1700 260 .15 500 .29
Clea Ence Interval .05• .05*
TOTAL CAPACITY UTILIZATION .26 .56
18. Harbor s South Coast
2035 Proposed General Plan (Constrained Network)
AM P4
HOUR
PM PK HOUR
:,ALINES
CAPACITY
VOL
V/C
VOL
V/C
NBL
2
3400
350
.10*
220
.06
i -B-
3.5
8500
2290
.35
2310
.34*
NBR
1.5
680
230
SBL
2
3400
150
.04
130
.04-
33T
4
6800
2040
.30*
2190
.32
SBR
1
1700
110
.06
100
.06
EBL
1
1700
10
.01
20
.01*
EBT
1
700
150
.09*
50
.03
EBR
2
3400
190
.06
350
._.,
WBL
2
3400
80
.02*
530
.16
W8'
2
3400
180
.05
1350
.40*
VAR
1
1700
40
.02
350
.21
:ieazancz Teterval
.OS'
.CS*
TOTAL CAPACITY UTILIZATION .56 .84
2035 Proposed G.P.+SteelWave Project (Const. Network)
AM PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 0 0 0 0
NBT 0 0 0 0
NBR 0 0 0 0
SBL 1 1700 250 .15* 340 .20*
SBT 0 0 0 0
SBR f 50 730
EBL 0 0 0 0
EBT 0 0 0 0
EBR 0 0 0 0
431. 0 0 0 0
NBT 2 3400 226 .07* 1068 .3i*
WAR 1 1700 260 .15 500 .29
Clearance Interval .05' .05*
TOTAL CAPACITY UTILIZATION .27 .56
2035 Proposed G.P.+SteelWave Project (Const. Network)
AN PK HOUR PH PK FOUR
UAIES CA ACITY VOL V/C VOL V/C
NBL 2 3400 350 .10* 220 .06
NBT 3.5 8500 2290 .35 2310 .34'
'IBR 1.5 716 256
SBL 2 3400 150 .04 130 .04*
SAT 4 6800 2040 .30* 2190 .32
SBR 1 1700 110 .06 LOS .06
EBL 1 1700 10 .01 20 .01'
EBT 1 1700 150 .09* 50 .03
EBR 2 3400 190 .06 350 .10
NBL 2 3430 84 .02* 542 .:6
WBT 2 3400 186 .05 1,368 .40*
WAR 1 1700 40 .02 350 .21
Clearance Interval .05* .05'
TOTAL CAPACITY UTILIZATION .56 .84
- 23 --
19. Susan & South Coast
2035 Proposed General Plan (Constrained Network)
AM PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 2 3400 240 .07 550 .i6
NBT 2 3400 470 .16* 490 .17*
NBR 0 0 70 80
SBL 2 3400 100 .03* 140 .04*
SB7 2 3400 10 .11 10 .OL
SBR 0 50 .03 330 .19
EHL 2 3400 130 .04* 50 .O1*
EBT 2 3400 150 .04 200 .06
EBR 1 1700 620 .36 130 .08
WBL 2 3400 10 .00 30 .01
WBT 2 3400 120 .04* 960 .28'
ER 1 1700 30 .02 20 .01
Right Turn Adicstment EBR .14* SBR .13*
Clearance Interval .05* .05*
TOTAL CAPACITY UTILIZATION .46 .68
20. Fairview & South Coast
2035 Proposed General Plan (Constrained Network)
AN PK HOUR
PM PK
HOUR
LANES
CAPACITY
VOL
V/C
VOL
V/C
NBL
2
3400
560
.17*
290
.09*
NBT
3
5100
1430
.29
1820
.36
NBR
1
1700
290
.17
470
.28
SBL
2
3400
30
.01
70
.02
SBP
3
5100
1780
.33*
1620
.33°
S3R
0
0
180
50
EHL
1
1700
30
.02
240
.14
EBT
1.5
5100
70
f.0211
380
1.211'
EBR
1.3-
120
790
WBL
2
3400
240
.07*
360
.L"
WBT
2
3400
220
.06
420
.12
ia3R
170050
.03
10C
.06
CLeararce interval
.05'
.05*
TOTAL CAPACITY UTILIZATION .69 .79
2035 Proposed G.P.+Steelwave Project (Const. Network)
All PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 2 3400 246 .07 555 .16
NBT 2 3400 489 .16* 504 .17'
NBR 0 0 70 80
SBL 2 3400 112 .03* 177 .05*
SBT 2 3400 10 .01 10 .O1
SBR 0 0 53 .03 340 .20
EBL 2 3400 167 .05* 77 .02'
EBT 2 3400 150 .04 200 .06
EBR 1 1700 620 .36 130 .08
ABL 2 3400 10 .00 30 .01
NBT 2 3400 126 .04* 965 .28'
WBR 1 1700 44 .03 30 .02
-Right Turn Adjustment EBR .13• SBR .12*
Clearance Interval .05* .05*
TOTAL CAPACITY UTILIZATION .46 .69
2035 Proposed G.P.+Stealwave Project (Const. Network)
AM PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NHL 2 3400 595 .18* 301 .09^
NBT 3 5100 1480 .29 1820 .36
NRR 1 1700 290 .17 470 .29
3BL 2 3400 30 .01 70 .02
SBI 3 5100 1780 .38* 1620 .33*
SBR 0 0 180 50
E3L 1 1700 30 .02* 240 .14
EBT 1.5 5100 7i 1.021 384 1.21j•
EBR 1.5 131 923
NBL 2 3400 240 .07 360 .11*
NBT 2 3400 225 .07* 424 .12
NBR 1 1700 50 .03 100 .06
Clearance Literval .05* .05`
TOTAL CAPACITY UTILIZATION .70 .79
-24-
38. Harbor S I-405 NB Ramps
2035 Proposed General Plan (Constrained Network)
AM PK HOUR PM rr"K HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 0 0 0 0
NBT 4 6800 2300 .45* 1670 .33
2R 0 0 1170 .69 1270 .75
SBS 0 0 0 0
SBT 4 6800 2300 .34 3070 .45*
S3R 0 0 0 0
EBL 0 0 0 0
EBT C 0 0
EBR 0 0 0
WBL 1.5 370 .22* 940
NBT 0 5100 0 0 f.35V*
RBR .5 820 .24 980
Right Porn Adjustment Multi ,C9" NBR .04*
-eararce -nterval .054 .05'
TOTAL CAPACITY UTILIZATION .81 .89
39. Harbor 6 I-405 SB
2035 Proposed General Plan (Constrained Network)
AM PR HOUR PN. PK ROUR
LAMES CA?ACITY VOL V/C VOL 'V/C
NBL 0 0 3
LBT 3 5100 1390 .274 1740 .34
QR f 270 490
S9; 0 0 0 0
SBT 4 6800 1510 .22 2760 .41"
SBR f 1190 124C
EEL 1.5 830 1.3C;k 220 .L'
EBT 5100 0 ;.301 0
-BR 1.5 100 930 .27
NST 0 0 0 C
N3R 0 0 0 u
R'gh-, Turn Adjusument EBR .14k
CLearaace Interval
2035 Proposed G.P.+SteelWave Project (Const. Network)
AM PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 0 0 0 0
NBT 4 6800 2336 .46* 1696 .33
NBR 0 0 1170 .69 1270 .75
SBL 0 0 0 0
SBT 4 6800 2304 .34 3002 .45*
SBR 0 0 0 0
EBL c 0 0 0
EBT 0 0 0 c
EBR 0 0 0 0
WBL 1.5 370 .22* 940
WIT 0 5100 0 0 1.35)*
WBR 1.5 820 .24 980
Right Turn Adjustment Multi .08* NSR .044
Clearance Interval .05* .05'
TOTAL CAPACITY UTILIZATION .81 ,89
2035 Proposed G.P.+SteelWave Project (Const.
Network)
AM PK HOUR
PM PK HOUR
LANES CAPACITY
VOL
V/C
VOL
'V/C
N8L 0 0
0
0
NBT 3 5100
1405
.28*
1751
.34
NBR f
270
490
SBL 0 0
0
0
SBT 4 6800
15;4
.22
2172
.41'
S3R f
1190
1240
EBL 1.5
851
(.301*
235
.14*
EBT 0 5130
0
1,301
0
EBR 1.5
760
930
.27
WBL 0 0
0
0
WBT 0 0
0
0
NOR 0 0
0
0
Right Turn. Adjustment
EBR
.134
Clearance Interval
.05*
.05'
TOTAL CAPACITY UTILIZATION .62 .73 TOTAL CAPACITY UTILIZATION .63 .73
12
- 25-
40. Fairview 6 I-405 NB Ramps
2035 Proposed General Plan (Constrained Network)
AM PK HOUR IN PK HOUR
LANES CAPACI'_Y VOL V/C VOL V/C
NK 1 1700 270 .16* 320 .19*
NBT 3 5100 1160 .23 1580 .31
HER 0 0 0 0
SK 0 0 0 0
33T 6 10200 1870 .i8* 2500 .25*
33R _ 1700 300 .18 260 .15
E3L 0 0 0 C
EBT 0 0 0 0
EBR 0 0 0 0
WBL 2 3400 520 .15* 900 .26'
WET 0 0 0 0
48R 2 3400 7270 .37 980 .29
Rght Turn Adjustment AER .14'
C_earaace Interval .05' .05*
TOTAL CAPACITY UTILIZATION .68 .75
41. Fairview 6 I-405 SB Ramps
2035 Proposed General Plan (Constrained Network)
AM PK HOUR P4 PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NB-- 0 0 0 0
NET 3.5 8500 1150 .21* '400 1.211*
RBF. ..5 1180 .35 510 .19j
SBL 3 5100 1150 .23* '1490 .29*
33" 3 5100 1210 .24 1900 .37
S3R 0 0 0
EBL 2 3400 310 .09* 510 .15*
EBT 0 0 0 0
EBR 2 3900 370 .11 440 .13
WIL 0 0 0
NIT 0 0 0
WIR 0 0 0
Right 'Pura Adjustment PH .05*
Clearaice irtarva: .05* .05*
TOTAL CAPACITY UTILIZATION .65 .70
2035 Proposed G.P.+SteelWave Project (Const. Network)
AM 2K HOUR. PM PK HOUR
LANES CAPACITY VOL V/6 VOL V/C
NIL 1 1700 270 .16* 320 .19*
NET 3 5100 1170 .23 1587 .31
NBR 0 0 0 0
SBL 0 0 0 0
SET 6 10200 1881 .18* 2533 .25*
SBR 1 170u 300 .18 260 ._5
EBL 0 0 0 0
EBT 0 0 0 0
EBR 0 0 0 0
WBL 2 3400 520 .15* 900 .26*
WET 0 0 0 0
NBR 2 3400 1255 .37 984 .29
Right Turn Adjustment WBR .14'
Clearance Interval .05* .05*
TOTAL CAPACITY UTILIZATION .68 .75
2035 Proposed G.P.+SteelWave Project (Const. Network)
AN PK HOUR PM PK HOU3
LANES CA.PACIT-Y VOL VIC VOL V/C
NBL 0 0 0 0
NBT 3.5 8500 1160 .23* 1407 (.211*
NBR 1.5 1180 .35 510 (.191
SBL 3 5100 1158 .23* 1515 .30*
SET 3 5100 1213 .24 1908 .31
HER 0 0 0 0
E81 2 3400 310 .09* 510 .15'
E3TT 0 0 0 0
EM 2 3400 370 .11 44"s .13
WWI. 0 0 0 0
WET 0 0 0 0
WBR 0 0 0 0
Right Turn Adjustment HER. .05*
C_earance Interval .05* .05+
TOTAL CAPACITY UTILIZATION .65 .71
-2(Q�-
13
44. Harbor S Gisler
2035 Proposed General Plan (Constrained Network)
A'M PK HOUR PM PK HOUR
LANES CAPACITY VOL V/C VOL V/C
N3L 1 1100 110 .06* 150 .09'
NBT 5 8500 2320 .27 2470 .29
HHB 0 0 10 30
SEL 1 1-100 100 .06 200 .12
SBT 4 5800 2320 .34* 3470 .51'
SBR 1 1700 160 .09 460 .27
3BL 3 5100 540 .il 500 .10*
WBT 1 1700 60 .11' 30 .08
26R 0 0 130 110
NBL _ 1700 30 .02* 60 .04
WBT 1700 20 .01 50 .03"
W3R 11700 160 .09 i30 .08
Clearance hterval .O5* .05*
TOTAL CAPACITY UTILIZATION .58 .78
56. Harbor 6 Baker
2035 Proposed General Plan (Constrained Network)
AM ?K
FOUR
PY. PK 3063
LASES
CAPACITY
VOL
V/C
VOL
V/C
NBL
2
3400
50
.01
120
.04*
NB',
4
6800
2070
.3O*
2120
.31
NBR
1
1700
210
.16
210
.12
SB:,
2
3400
190
.06*
300
.09
33T
4
6000
1380
.28
2500
.41'
SBP.
1
'700
170
.10
420
.25
EBL
2
3400
270
.08'
293
.OB*
EBT
2
3400
230
,07
230
.07
E?3
d
P00
60
.04
70
.04
WBL
2
3400
180
.05
590
. P,
WBT
2
3400
190
.06*
710
.21*
HER
1
11,00
120
.07
230
.14
C,earance Interval
TOTAL CAPACITY UTILIZATION .55 .79
2-'
2035 Proposed G.P.+SteelWave Project (Const. Network)
AM PK HOUR PH PK HOUR
LANES CAPACITY VOL V/C VOL V/C
NBL 1 1700 110 .06' 150 .09'
NBT 5 8500 2335 .28 2401 .30
NBR 0 0 10 30
SBL 1 1700 100 .06 200 .12
SBT 4 6900 2324 .34' 3402 .51`
SBR 1 '700 160 .09 460 .27
EBL 3 5100 540 .11 500 .10*
EBT 1 1700 60 .11* 30 .OB
EBR 0 0 130 110
WBL 1 1700 30 .02* 60 .04
WBI 1 1700 20 .01 50 .03*
WBR 1 1700 160 .09 130 .08
Clearance Isserval .OS* .05*
TOTAL CAPACITY UTILIZATION .58 .78
2035 Proposed G.P.+StealWave Project (Const. Network)
PM PK HOUR PM PK HOUR
LAVES CAPACITY VOL V/C VOL V/C
NBL 2 3400 50 .01 120 .04*
NBT 4 6000 2091 ,31* 2128 .31
NBR 1 1100 270 .16 210 .12
SBL 2 3400 190 .06* 3300 .09
SBT 4 6600 1883 .28 2809 .41'
SBR _ 1700 170 .10 421 ,25
EBL 2 3400 271 .08* 281 ,08*
EBT 2 3400 230 .07 230 .07
EBR d 1700 60 .04 70 .04
WBL 2 3400 180 .05 590 .17
WBT 2 3400 190 .06' 710 .21*
OR 1 1700 120 .07 230 ._4
Clearance Interval .05* .05'
TOTAL CAPACITY UTILIZATION .56 .79
14
58. Fairview t Baker
2035 Proposed General Plan (Constrained Network)
AM PK HOUR PN PH HOUR
LANES CAPACITY VOL V/C VOL V/C
NK 2 3400 130 .04 230 .07
NK 3 5100 1650 .32* 1450 .28*
NBR 1 1700 790 .46 520 .31
SK 2 3400 280 .08' 300 .09'
PUT - 6800 1150 .17 1730 .25
SBR 1 1700 190 .11 430 .25
E31 2 3400 330 .10 260 .08'
EB" 2 3400 520 .15" 620 .10
EBR 1 1700 130 .08 160 .09
WBL 2 3400 390 .11` 540 .16
WBT 5100 320 .06 1600 .31'
WBR 1 1700 90 .05 130 .08
Rignt T,.rn Adjustment NBR .W
Clearance Incerval .05* .05*
2035 Proposed G.P.iSteelWave Project (Const. Network)
AN PK HOUR PM PK HOUR
LAMS CAPACITY VOL V/C VOL V/C
N81, 2 3400 130 .04 230 .07
NBT 3 5100 1657 .32' 1455 .29*
NBR 1 1100 790 .46 520 .31
SBL 2 3400 280 .OB' 300 .09°
SBT 4 6800 1152 .17 1736 .26
SBR 1 1700 140 .11 430 .25
EBL 2 3400 330 .10 260 .08"
EBT 2 3400 520 .15' 620 .18
EBR 1 1700 130 .08 160 .09
WK 2 3100 390 .11* 540 .16
WBT 3 5100 320 .06 1600 .31'
WBR 1 1700 90 .05 DO .08
Hight Turn Adjustment N3H .06*
Clearance Interval .05* .05*
TOTAL CAPACITY UTILIZATION .77 .81 TOTAL CAPACITY UTILIZATION
77 .82
Mq
It',ECORDING REQUESTED BY
AND WI -MN RECORDED RETU N TO:
CITY OF COSTA MESA
77 Fair Drive
Costa Mesa, CA 92626
Attn- CITY Clerk
ATTACHMENT 5
N
Returns. Guulliy ui 01"Mge
Darlene Bioom, Interim Clerk Recorder
1111111111111111111111111111111111111111111111111MIN 0 FEE
20020229863 02:45pm 031201x2
114 1i Al2 46
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(Space Above This Linc For Rccordcr's Use)
,his Development A-greement for Horne RaM-11
Development Property is recorded at the request artd
I'or flit Benefit of the CITY of Costa Mesa and is
cxenrpt horn the payment of a recording fee pursuant l
to Govemment Code § 6103
CIT)' OF COSTA A4ESA
By; T
L CnZ<
Datcd:_m rfla.. a szZ a a`
DEVELOPMENT AGREEMENT FOR
HOME RANCH
by and between
CITY OF COSTA MESA
and
C. J. SEGERSTROM & SONS, SEGERSTROM PROPERTIES LLC, AND HENRY T
SEGERSTROM PROPERTIES LLC
DA -00-01
Ordinance No. 01-29
_ 2q -
INC1, 446N 12
,
TABLE OF CONTENTS
1 n
10 DEFiN1TI0NS ANTD EXHIBITS..... ..................... . .....`...........
rl C I111LfVilj.................................. ..................... , ...................4
Exhibits.................................................................................. ..........,......._.........C�
..
6
I.I
1.2
Me -
Z
2 n AGREEMENT AND ASSURANCES ........... I ...... I ... ...... .
30__�
Assurances on the Part of OWNER ......................
2.1
Agreement and
Assurances on the Part of CITY..... ..............
............ ........ ................2.2.1
?-?
Agreement and
... ......................................,...7
General
CITY's Consideration and Approval of Requested Chanrges in the Project .....
S
2.2.2
2.2.3 Timing of Development.................................................... .......... ........
2.2 4 Reservations and Dedication of Lands For Public Purposes .................. .....
5 Development Exactions..................................................... .
9
2.2.6 Allocation of FAR and Trip Bud ct and Density •••••.. -• ••-
22,7 l-uture Environmental Revie% ............................:......._.._._................
9
2.2.8 Other C_rovertlmenlal Permits. .....................................
2.2.9 City Review of Applications for Future Developmcnt. Approvals ..............
4
.............
?.2.10 Traffic Impact Fee ................. .......:
l0
itl
2.3
Reservations of Authority ............. ,..............-_---
10
2.3.1 Processing Fees .............. ..........__ --------.................................
10
2.3.2 Consistent Future City Regulations ...............................................
2.3.3 Overriding State and Federal Laws and Regulations ......................:. .........
10
2.3.4 Public Health and Safety .... ....................................... ..............................
1 I
2.3.5 Updated Uniform Codes.............................. .................. ......:...:.:..............
i I
2.3.6 Public Works Improvern:mt Standards ....................... .......... ......................
I 1
2.3.7 Assessment District and/or Community Facilities District ........................
i l
2.3.8 Regulations In Conflict ................. ............. ........................... .,.....:...._.......
12
2-3.9 Public Welfare................................................................................... .
12
2.3.10 Signs.................................................................
2.4
Judicial Decisions....................................................... , ......
12
3.0 GENTERAL PROVISIONS -. ..........
1Z
3-1
Effective Date of Agreement ........ _.................
'-
2
Duration of Agreement ............ ... •- . ---- ....... .... .... ...... .....
12
3.3
Binding Effect of Agreement ................. .............. .......,..................._ ...._...
13
3 4
Ownership of Property ..............................................................:._ ....:.......... ._
13
3.5
Periodic Review ................................................................................................. ..
13
3.6
Defaults and Remedies......................................._................................. ..... ._.....
13
3.6.1 Notice and Opportunity to Cure ................... , ............... •...•._............13
3.6.2 Default Remedies .............................. ...._.................-...........__._...............
14
3.6.3 No Cross -Defaults.......... ........................ .... .............:......
14
3.6.4 Force Majeure ....................................................................
14
3.7
Cooperation in the Event of Legal Challenge ............... •-....
l a
R?vloligagee
.
Rights...................................................................... .... ....... ...... .....
l s
30__�
Bxhibit"A�` Legal Description of the Property
Exhibit "S�^ Sbowing Property and Its Location
Exbibit^C` Existing Development Approvals
Exbibii'73~ Existing Land Use Regulations
I-zhib'lt^E" Future Development Approvals
Exhibit "F" Community Benefits
Exhibit "G" FAR and Trip Budget
-31—
-- !.'--4 V-12
~31~--
^,:--4^,/2
3-0.1 Encumbrancesoothe Pnopeitty.............. ___ ............ ... '_............. ^..... ......
15
'
3.8,2' Mortgagee Prmteobon-----_-______________._',,_� _
\�
18-3k�or1gaQmc7�oEK�bliguiud---------------' - .... ~.. '
15
3.8.4 Notice ofDuF0olth3 MRight of Mortgagee toCare-.. ,,-. -'
16
3.9
��pdmum..-.-------' -------.-------~-.~~..._-`,_-_.
�6
�.g�l Y���|--- -� _. _ .. __ _� _ _ , ,~,.� _.,_
Notices Include—
_ 10
.
19,2 Foro�ofyJohc�------~-.--.---.-- --. '-_ . . .
|b
3.9.3 Changes In Noticed Parties ... ',.-' -..' -'-..-
17
3.1D
S ---------------^ -'~~- ' � .. -^-'~^� '
\7
3.11
TinmmmfEssence ----------'' -----�- ' '-_,~..........................
\7
3�l�
'
Successors and -.----.__-�-- -' ' -_-__�,.~____ _�
|7
3.13
���------.----.-~.�~--_-_____________~_.__.�
Effect on Title
is
3 14
Parties ioInterest ------'---------~_.--_-.-____~,__,_�
iO
3 15
Fiarther Actions and Instruments ................. .................... ......... .......................
is
3 16
Estoppel Certificates ................................................. ....................................... -.
-[8
.1 17
Recordation ---'----'-'_...._^-.~~.,~.~.^,,~,-,_,,~~^,,_,.__
18
3.18
Section Headings ............................ ~-~-~'.............. ............ ^`~.~............
)�
'..
� \�
~ .^
Rules ofConstruction
/^ww�o�.....^,..^.,.,,.,___---.'.�
320
Mutual Covcoemnto--.-. -.----..-~ ....... ........
3.21
Releases ............... ......... ..... .................. ... .... .'.......... ^ ..'- '
19
] ZZ
Applicable Law -...................... .......... ... ....... ........................ '' '. --' -
|q
333
Project as a Private Undcrtak-Ing ...................... ....... - --.
19
324
Approvals, Reasonableness. ..... --.............. -....... ..... - ' '
|o
3,25
Amendments and Waivers ............. ...... .-.,.............................. ... --
20
3.216
Authority to Execu1c'... ..................................................... .'............. .... ...... ....
ZO
327
Entire Agreement ----........................................................... --_---...
20
328
Litigation Expenses ............................... ''. -. 1
2|
Bxhibit"A�` Legal Description of the Property
Exhibit "S�^ Sbowing Property and Its Location
Exbibit^C` Existing Development Approvals
Exbibii'73~ Existing Land Use Regulations
I-zhib'lt^E" Future Development Approvals
Exhibit "F" Community Benefits
Exhibit "G" FAR and Trip Budget
-31—
-- !.'--4 V-12
~31~--
^,:--4^,/2
DEVtL0pA4ENT AGREEMENT 1=OR
HOME RANCH
ed INS
This Development Agreement for Home Ranch (t��een is e LlT YtU)'rt:U51 AtNIESA,
-n " , 200 i u and tet
uay o r. � Y
general la« cit "CITY') and C. J. SEGERSTROM & SANS, a California general
a y '
partnership, SEGERSTRaM PROI'ERTRT] !r5 L iES �C, a�lGalikforn 10 }�i mired tliability1 c Smpany.
HENRY T. SEGERSTK0M PRDpE
DWNER." CITY and 0 P�I�k. $ ,are Individually referred to
collectively referred to herein as "
Iler•ein as a ``Pavy'• and COliectively referred to k)erein as
RECITALS
is the fee c�•vner of that Cellan property (the ,properly"} on which the
A. QWNE
Rmore
Ranch Project is to be located, which PrOPe attached hereto.hle�1ie oit�vER sss�lay�in the
shown in the
map set Earth on Exhibit B ba
future, desire to de, clop the Propes-ty. Accordingly, i \VNIE'R has t,e emitted(tot b CITY developed et�trn
this Ageernent to provide assurances that the Proper(; ill be- {?
Land UW
;JccoI dance rA,ith and subject to the provisiorts set f ilh rC� ain and i Clhe l T ,Fu ueD"Existing elo r. int
Regulatiosts", CiTY'S "Existing De�+elc�prient Approvals",
set forth 1}crein.
AFpro��als" to be obtained by deVeloPer, 311 as more particularly
Q. Pursuant to California Government Code Section
65965, tale iCrcY adO for rile
Resolution No. 58-53, on MY 19. 1858, C5CaI7llSllmg proved tl
ment Agreetnertt Procedures and
approval cif develc)pment agreements ("CiTY's pe•'ele�p
Requirements"), 01r►TfER }yas applied to CITY pursuant to California Government Code
Secltons 65964-65869.5 (tile "Development Agreement Statute"), and pursuant to said
Reso lution for approval of the AgrtremAnt set forth herein.
C. CITY has determined that development of the Home Ranch Project in the future
pr 0,,-T significant benefits to the rc mm ni y(i) development hpublic
j
of the pectta
wiilgener to
wc1fas-e for the following reasons. amo
significant tax revenues that can be utilized to provide police, fire and other essential import, I
community; (ii} development will put the Property to productive use
public services to the
t
consistent with the objectives of the CITY's General M ties arres dent$ of the CITY and
.rill pra•�,de a long LV -M source of ernplo}t pp
of these CITY has
stir -rounding region. In const -a of O«+ rER�s[onpro, 'de a ssuf rices oto OkVN'' ER
detcrttiined that it is appropriate to enter into this Agreement
that rite Project will be permitted to be developed in accordance with and subject to the
previsions set forth heiein and in C1TY's Existing Land Use Reguiatiarts, C1TY's Existsrzg
fDcvelopnient Approvals, and the Future. Development Approvals to be obtained by 0\VNER.:r1I
tis more particularly set forth herein.
D, This Agree ent will prornote and elcoutage t13e development of the Project by
pt-0%'iding the OWNER witb a greater degree of ccrtzinty of the ❑%�NER's ability to
Mrd ecc�;,omically co nipltte tiro jeve)()pment ef'foit, and the P, aZ,
e�:peuitit:a�•1 tt:;t tine
.. '.I .-Z J ;. 1-2
to
consideration to be received by the reTYfi icntpursuant
considerationAgreement
support tithericlo enaniseand
ti -ie OXVNER hereunder constitute _uf
aereenicnts of the CITY and the OWNER.
E On September 24, 2001, the Planning Commission of CITY held a public hearing
pnriyMt !n t}�� iy'1t� C-1-rd
31 this A vYe?rf?7an- ? nri rj-Com "� j
nn vl eti`i i.n'� "Vk'.4iv.'.. tion for .''~.. r"" * r? tl. ..,
❑f CITY that this A&reement be apPra�'ed. On November 19, 2001, the City Council of CITY
also held a public hearing on O*NER's application for approval of this Agreement.
F. In connection with its approval of the Project, final Environmental Impact Report
No. 1045 ("FE R") was prepared by the CITE' and Cenened theadverse en CityCouncil
talon irrt%actsof
19, 2001. The FEIR is a Program LAIR that analyzed pot a
full buildout of the Project.
G- In accordance with the
ants, and at pli ableent e law, on ement tDece December 3,$'20 1 the City
AgrGc[nent Procedures and Requtresr; F
Council of CITY adopted its Ordinance No. 01-29 approving this AgTeerrtent.
COVENANTS:
Based upon the foregoing Reeitalss�desaho�et�eoe eipteandto this sufftcieAgreement fwhc3hthis
are
reference and for good arsd valuable can
ackrnow-ledged by both Parties, CITY and OIA--N'ER agree as folloWs:
1.0 DEFINITIONS AND EXHIBITS.
1.1 Def�ons.
The following terms when used in this Agreement shall have the meanings set forth
below:
(a) The term "Agreement" shall mean this Development Agreement, including the
exhibits hereto, for the Home Ranch Project by and between the City of Costa 10csa and
O\k,NER, as ti same may be a -'Wended from time to t;me.
(b) The term "Building Permit" shall mean a permit issued by CITY for the
construction of a building within the Project but shall specifically exclude permits for grading,
Gurcharging, or the instal Iatiott of subsurface utilities or related facilities.
(c) The term "CITY" shall mean the City of Costa Mesa, a municipal corporation
ing under the laws of the State of California.
organized and exist
(d) The term "CITY'S Development Agreement Procedures and Requirements"
means the CITY Resolution No. 88-53 adapted on July 19, 1988 titled "A RESOLUTION OF
IflNG
THE CITY COUNCIL OFEQTHME
PROCEDURES AND RNOTS4R CO SIDER4T OTA MESA,aN OLF DEVELOPMENT
AGREEME;~ITS."
-�33 -
utnan_tn02 3 ; I'M
AND PROCEDURES
REQUIREMENTS FOR CONSIDERATION OF DEVELOPMF-NT
AGRELN4T-NTS." commencing
(e)
The term "Development Agreement Statute" the 1Cao�n'°'�G�v ��ent Code
with Lection 65864} of Chapter 4 of Division 1 of Title 7 0 „mean the improvement
(f} The terms "Development," `•development,*'
eV= nvp �� tstruc� t�s,� improvements and facilities
of the Property for the purposes of comple g
the Home Ranch Pro)ect including, but not limited to: grading; the constructionthe
o
comprising
infrast
infrastructure and public facilities related to the Project whether
deir developmenithof buildings e and
Property; the construction, demolition, reconstruction a
structures; and the installation of lands caping. ermits and
The term "Development Approvals" means all land use and building p
troval or issuance by CITY in connection Frith development of the
entitlemeo nts subject to app
liome Ranch project, including, but not limited to'
r .
• Parcel maps andlor lot line adjustments-.
41 Conditional use permits, final development permits and variances;
Zoning changes;
Preliminary and/or Final Master Nan approvais or amendments;
Tentative and Final Subdivision Maps;
• Grading and building permits; and
Occupancy permits.
in
on
t of
(h} The term "Development Exaction" meanelopmentuAppronal for ht dedication y of
with or pursuant to any Land Use Regulation or Development QvMcn, of fees in
land, he construction of public improvemcnIs or publ�ctsaaf�development ie�. or the on the ersvironmentdor
to lessen, offset, mitigate or cornpGnsate for tl. e imp
other public interests.
{i) The term "Effect'sve Date" meanro�ts fl dotns al the
e Californthe ia Electiionsgthis
Code
Agreement becomes effective. Subject to the p
relating to 1-eferendurn petitions, said ordinance will become effective 12.01 a.m. on the thi�t)'
first {315`} day -following -its adoption by the -_. -CITY Council.--
------------- ----�
U)
The term "Existing Development Approvals" means
Excme istirr Ranch
Develv�Qiec`
Development Approvals approved or issued prior to the Effective g
Approvals include the Development Approvals listed on Exhibit "C" and incorporated herein'by
reference.
(){} 7lte term "Existing Land Use Regulations' means all Land Use Regdations IF
cl'fcct on the Effective Date of this Agreement. The Existing Land Use Regulations are listed on
Exhibit "D" and incorporated herein by reference.
(1) The term "FAR'' or "Floor Area Ratio" means the gross floor area of all buildings
w itl'+i;i u p� uJcu divided by the project for wea. Gross r`toor area is the total building area of all
floors within the walls of all structures except elevator and other vertical sliafts (including
stairwells) and elevator equipment areas. Parking structures are not considered building area fou
w
pttrposcs of calculating Floor Area Ratio- Project lot area is the total area of a project excluding
required dedications or reservations for public improvements, including, but not limited to,
streets, parks, schools, and flood control channels_
(m) The term "Future Development Approvals" means all Development Approvals
required or requested subsequent to the Effective Date in connection with the development of the
Property in accordance with the Existing Land Use Regulations, some of which are listed in
Exhibit "E" attached hereto and incorporated herein by this reference, including any amendments
or modifications thereto.
(r.) The term "Home Ranch Project" or "Project" means the development of the
Propcsty pursuant to the Existing Land Use Regulations, the Existing Development Appro\,als.
the Future Development Approvals, and the terms of this Agreement. The Project includes
Retail, Industrial, Residential and Office uses. The Retail Portion includes a large, single -use,
retail facility, on approximately 17.2 acres or the Property and the coves- ing and irrmprovemefit of
the Greenville -Banning Cha.anei and the Gisler Cltannel. The Industrial Portion includes a
number of industrial buildings and related uses on approximately 14.5 acres. The Residenlial
Portion includes single family detached and town homes and related uses on approximately 16
ncres. The Office Portion includes a number of office buildings and related uses on
approximately 45.4 acres of the Property.
(o) The term "Industrial Portion" means that portion of the Project, consisting of
industrial park buildings and related uses, all on approximately 14.5 acres, located west of Susan
Street between South Coast Drive and Sunflower Avenue, whose cumulative gross floor area,
excluding any parking structures, will be approximately, but not exceed, 253,648 square feet and
whose combined FAR will not exceed 0.40.
(p) The term. "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations and official policies of CITY governing land use development and building
construction, including, without limitation: the pernvtted use of land; the density or intensity of
use; subdivision requirements; the maximum height and size of proposed buildings:
Development Exactions; regulations regarding the rate, time or sequence of development.
parking requirements and the design, improvement and construction standards and specifications
applicable to the development of the Property.
(q) Tile term "Mortgagee' means a mortgagee of a mortgage, a beneficiary under a
deed of trust or any other secured lender, and their successors and assigns.
- 35 -
.if. II,l4Aw.2
t The term "Office Portion" means that Forton f the
'cProjector nsilsngeofas
nurrlbe { of office buildings ranging in size up to a n1axi
ancillm uses and parking structures, all on approximately d s'exclusivwes,elocated souih of the Reta'iloPot�on,
Y
Coast Drive between Harbor Boulevard and Falrvicw , (excludingng will be
.•'hose cumulative gross floor area for quare feetngs and vhose combined FAR Will not excccd
approximately, but rcpt exceed, 791,D5D square
4.44 when applied to all buildings (excluding parking structures) comprising the Office portion
of the Project.
from
Soils,
(s) The term "U1A'NER' shall colett }ges
California general partnership, properties LLC, a California, limited liability
nia limited liability company, and
company, and Henry T. Segerstrom ?"operties LLC, a Califor
their successors and assigns as rwferred to to Section 3.12 of this f�greement.
(t) The term "Party" shall refer singularly to CITY or ONVNIER and collectively Sa
CITY and OWNER.
u
The
LZ "program EIR" means an Environmental Impact 'Report prepale.d;on a
{)laa.ge project consistent
serias es of actions thata [Te lc 1 a Cal. Codizcd e Kegs. §15000 et, seq.) for the California
section 15168 of the Guidelines
Environmental Quality Act.
{v) The term "Properly" means the real property generally bounded by Sunflower
A.°enue to the north, the San l7iego Freeway (1-405) to the south, Fairview Road to the cast, and
Harbor Boulevard to the West, within the City of Costa Mesa, Orange County, California as
more particularly described on Exhibit "A" and depicted on Exhibit "B" to this Agreement.
(w) The term "Resern.-ations of Authority" shall have the meaning ascribed in
Secti:)rr ?.1 of this Agreement.
nsisting of
(x) The term "Residential Portion" means that d related us onortion of the oapprooximat ly 16
approximately, bu; not exceeding, 192 residential homes a
acres located east of Susan Street and south of Sunnower Avenue. The homes will be a
combination of single family detached and to -am homes.
(y) The term "Retail Portion" means that portion of the Project which consists of a
two-story IKEA home furnishings store approximately, but no more than, 308,044 square feet in
size and related parking facilities all on a 17.2 acre portion of the Property plus the covered
Greenville -Banning and Gisler Channels located at the southeast comer of Harbor Boulevard and
South Coast Drive. A Final Master Plan approval for this phase is included within the Existing
Development Approvals.
(z) The term "Sales and Use Tax means the allocation to CITY, from the State of
California, of the taxes imposed by the State for (i) the privilege of sellirng tangible personal
property at retail in this state and (ii) the use, storage Or other consumption in this state of
tangible personal property purchased 6.4m any retailer.
alp _
aulu,-'-Ovi2
(aa) The term "Subse-quent Land Use Regulations" means any Land Use Regulations
adopted and effective after the Effective Date of this Agreement.
(bb) The term "Trip Budget" means the maximum number of AM and PIAT peak hour
trips allocated to a project site. The Trip Budget is derived by multiplying the project area by the
ailn�a>nto:vwC Area P�:.:c ,; �c,� t? e AIA
pea:: ia::r trap ge:re�dtic�n rates for rite
applicable land use classification.
1.2 ExII tilts -
The following documents are attached to, and by this reference made a part of, this
Agreement:
Exhibit "A" - Legal Description of the Property
Exhibit "B" - Map showing Property and its location
Exhibit "C" - Existing Development approvals
Exhibit "D" - Existing Land Use Regulations
Exhibit "E" - Future Development Approvals
Exhibit "F" - Community Benefits
Exhibit "G" — FAR and Trip Budget
2.0 AGREEMENT AND ASSURANCES.
2.1 Aurct'rncnt and assurances nn the Part of OWNER.
From and after the Effective Date, OWNER, in accordance with its sound business
judgment, agrees to work to`.,ard development of the Home Ranch Project in accordance with
the Existing Land Use Regulations, the Existing Development Approvals, and the Future
Development Approvals to be obtained pursuant hereto. Not by way of limitation of the
Foregoing, OWNER shall comply with all conditions ia;iposed by CITY on the Existing
Development Approvals and all valid conditions consistent with this Agreement that CITY may
impose on the Future Development Approvals.
OW' ITER represents that it intends to pursue development of the Home Ranch Project in
accordance with this Agreement with reasonable diligence as it deems appropriate in Its sound
ith its business goals. In this regard, it is understoud that
business judgment and consistent w
OW.NrER's development of ilte Property and each element thereof depends upon a number of
factors including, but not necessarily limited to development and finalization of site plans and
building programs, market demand and supply, the availability of Financing, intere-st rates, and
vtht:r conditions outside of OWNE-R's control. Accordingly, nothing in this Agreement shall be
construed as requiring OWNER to develop the Property, or the Project, or any phase of the
_3-7_
;n u.�;ca�•i z
d failure to dCti'elop the Property or the Project shall not be deemed a default by
project, an any
()WNER of its obligations set forth to this Agreement.
In addition to the foregoing, and as consideration for entering into this Agreeme�u,
ti',NER shall },royide the community benefits �vliil}i$ teerensent, tae�of'ticetPortion1 in ttoflthe-
ied
C other provision of b
Exhibit"IF". Notwithstanding any p
Project shall be limited to office and office -re a d uses. Retail de clopme t in the Office Portion o t �e
Proiect shall be limited to retail uses ancillary
�.� Aoreernent and Assurances ors the Part of CITY.
e, and
the
CITY hereby agrees that commencing on the Effective ll have thhetvested right to carry out and
entire remaining term of this Agreement, Q1'ifNER shall ihE
complete the Project (including the Residential, fthis
Industrial. Office and
thetExistingtioLandf Use
P
Project) in accordance Nvtth the express provisions o g have been
Regulations, the Existing Development Approvtent�arrntt donce tbyhe stheeDc el pmentbAgreemelnt
Future Development Approvals, to the full a p
Stature. Nothrng in this Agreement Home'Ra ch ProjecER t. t. Inith any furthera rights,
such agreemer l a d 1
relating to any project other than the Ho
assurance, and pursuant to the at and jsotitile��es theset arth In fol]ov��ing,Development Agreement
Statute, CITY Further hereby agrees to and
2.2.1 General.
um
The uses permitted hereunder, the density and intensity
bu buildings, and ail other ma toot
sizes and building setbacks, the maximum height and s
affecting land use and development of thUse Ree Pr culaaorrsll et e Exisas set oing Developmrth in the ent Approvals
of this Agreement and the Existing Land g
and, once the same have been obtained, mentFuture
shallebe rent
FPewedspursuantddtoltohe
Vy'
ONER's applications for Future Develop
provisions of the CITY's Existing Land ew Regulations shallli the be those exception
the
thepliimehof
notice and appeal, reconsideration and r provisions
any appeal, request for reconsideration or review, or required notice.
2.2.2 C1 -1-1''s Consideration and A )roval of R nested Changes in the
Pr_oiect.
ges that the OWNER may in the future desire to change or modify the
CITY acksroled
pi-ccise location, configuration, size and height of the proposed buildings and develop a mix of
proposed uses after the Effective Date of this Agreement based upon more precise planning,
changes in market demand, changes in development occurring in the vicinity, and similar factors
In such event, CITY shall cooperate with OWNER to expeditiously inview and taste final action
ges in accordance with CITY"s Existing Land Use Regulations.
OWNER
on such requested chan
reserves the right to reduce the densities and intensities of uses and the heights and sizes of
buildings below the maximums permitted by this Agreement. In no event, however, shall
0WNER have the right hereunder to increase density, intensity or uses in the Project without
fully complying nyith procedures in the land Lsse regulations in effect ar sucit tinge the
'U —
� W
reqUeSUapplication to increase the density, intensity or uses is processed with the CITY. No
change to the Project which is consistent With the Existing Land Use Regulations shall require an
amendment of this Agreement rand, in the event any change in the Project proposed by OWNER
is approved by the CITY, the references in this Agreement to the Project or applicable portion
thcreof shall be deemed to refer to the Proiect as so ch7ngert
2.2.3 D—M_hI of Ueveln rrtent.
The Parties acknowledge that the most eff cient and economic development cf the Project
depends upon numerous factors such as market orientation and demand, interest rates,
competition, and similar factors. Accordingly, except m expressly provided in this Agreement,
the timing, sequencing, and phasing of development shall be as determined by OWNER in its
sole subjective business judgment and discretion unless it is a condition to a discretionary
decision for a Future Development Approval or a project change to which the OWNER consents
Not by way of limitation of the foregoi
ng, the Panics acknowledge and agree that no
moratorium, initiative, ordinance, resolution, or other land use regulation or limitation which is
adopted after the Effective Date of this Agreement and which directly or indirectly relates to the
conditioning, rate, timing, or sequencing of development of the Project, shall apply to or govern
the development of the Project during the term hereof, whether any such regulation or limitation
affects or applies to parcel or subdivision maps (whether tentative, vesting tentative, or final),
building permits, occupancy permits, or any other licenses, permits, or entitlements to use issued
or ,granted by CITY.
2.2.4 Reser 211ons and Dedication of LandS For Public Purnoces.
In recognition of the significant contributions and dedications by OWNER, OWNER
shall not be required to dedicate, convey, or transfer any interest in land or to construct or install
public improvements or facilities in conjunction with the Project, except (i) as expressly
provided for in the Existing Development Approvals, (ii) as expressly set forth in the provisions
of this Agreement, or (iii) as authorized by Existing Land Use Regulations in conjunction with
the processing of Future Development Approvals. The provisions of this Section 2.2.4 a:e not
intended to preclude the CITY's ability to require additional dedications and exactions such as
curb cuts, tiara pockets, interior streets, and signalization of intersections reasonably necessitated
by the impacts of the development of the Project or the Property, in connection with Future
Development Approvals as presently authorized by the Existing Land Use Regulations.
2.2.5 Development ExactiONS..
Except as othenvise expressly set forth in this Agreement and Exhibit "C", CITY shall
not impose Development Exactions in conjunction with OWNER's development of the: Property
or the Project, excepting only those Development Exactions which are authorized by the Existing
Land Use Regulations-, provided, however, that the foregoing limitation on Development
Exactions does not apply to (i) generally applicable processing, plan check, building permit, and
inspection fees for the Project (it being understood that, as to such fees; OvNrNER shall pay the
same rets that would be applicable in the absence of this Agreement) or (ii) any Development
Exaction that is imposed, levied. collected, or required by any public agency, utility, distric'., ;,r
joint powers authority" oilier than CITY, including but not limited to the San Joaquin Hills
-39-
A
Transportation Corridor Agency, Ncvv'port-h3csa Unified School District, Costa i+tcsa Sanitary
District, and Mesa Consolidated Water District.
2.2.6 Allacatinn of FAIL and Tri Bl d"t and Density.
at tile
The Project is considered to be a project
ros codder
eCiTYI zoning' code Seship or ioncontrol, i 3 G8 andel 3 f
the init ial plan submittal and approv a1. Thus,
69, the applicable FAR and Trip Budget shall be determined on the Project as a ,vhole, rather
than on a parcel by parcel basis. However, as set forth in Exhibit "G", the Existing Development
pecify a separate FAR and Trip Budget for the Retail Portion of the Project, 3
Approvals sOffice adget for the Offind Industrial Portions of the Project, and a
combined Fpec and Trip Bu
separate Trip Budget for the Residential Portion of flee 1'roje ct. To the extent there is any
conflict between Sections 13-68 and 13-69 and Exhibit "G", the FARs and Trip Budgets
identified in Exhibit "G" shall govern. The MYTI ER may allocate the FAR and Trip Budget
disproportionately between different parcels within any one of these Portions of the Project,
provided that the overall FAR or Trip Budget within a respective Portion of the Projcct does not
elceed its applicable maximurn.
Z.2.7 Ftttvre Enyironrnentnl RevJMY-
The potential environmental impacts of the project were analyzed in the Program E1R_
Future Development Approvals will be rev�iyvv�ed in light of the Program EIR to detei7nine if an;r
additional environmental documentation will be required. The cietc-�:natian ■gilt be r}adc
consistcnt vvith the applicable provisions of CEQA and the State CEQA Guidelines.
2.2.8 ❑Ater GcNti'ern1tzenta€ Persnit5.
Provided that OWNER pays the actual cast of such caoperation, as reasonably estimated
by CITY, after CITY has approved the development of any portion of the Project, CITY shall
cooperate with OWNER in its efforts to obtain such additional permits and approvals as may be
required by any other governmental or quasi -governmental agencies having jurisdiction over
such portion of the Project which perrnits and approvals arc consistcnt with CITY's approval(s)
and which are consistent with this Agreement. CITY does not warrant or represent that any
other governmental or quasi -governmental permits or approvals will be granted.
2.2.9 City Review of Applications for Future Dcvelo meat A rovaLs.
CITY acknowle:•'?es and represents that the Future Development Approvals listed in
Exhibit "E" are a non -exhaustive Iist of discretionary CITY development and building approvals
that 01�TfER may request or be required to obtain in order to cornplete the development of tate
Project. All subsequent consideration by CITY of 0MIN-ER's applications for Future
Development Approvals for the Project shall be subject to the tears and conditions set forth in
this Agreement.
To the extent permitted by the Development Agreement Statute, ill no event shall CITY
disapprove, condition, or delay the processing of any applications for any Future Deveirpmenl
Approval for reasons inconsistent w -h tha Existing Land Use Regulations, the E,\isti',
Development Approvals, or the express provisions of this Agreement. if 6T`f is unable <<}
—10
4il 1;!744011?
timely process any of O"ER's applications for Future Development Approvals, upon
OWNER's request CITY shall consider engaging qualified outside consultants reasanabl}r
acceptable to OWNER to aid in such processing, provided that OWNER shall be required to
advance all charges to be incurred by CITY for such outside consultants. In this regard,
OWNER, in timely manner, will provide CITY with all documents, applications: pians s,"d
information necessary 1br CITY to carry out its obligations hereunder and will cause OVvNIIR's
planners, engineers, and all other consultants to submit in a timely manner all required materials
and documents therefor.
After the date that CITY approves an application for a Future Development Approval,
OWNER shall have the vested right to develop pursuant to said Future Development Approval,
the Existing Development Approvals and the Existing Land Use Regulations to the same ext;;nt
that OVVINER has the vested right to develop pursuant to the Existing Development Approvals.
2.2. 10 Traffic Imnact Fee.
OWNER shall pay Citywide Traffic lrnpact Fees of $3,887,910 (which allows up to
19,938 average daily trips (ADT) at $195 per rrip end) for General Plan level improvements.
These fees shall be paid upon issuance of a Building Permit for the first building constructed on
the project site following execution of this Agreement
CITY and O1'YNER agree that, at the time future discretionary master plan permits arc
submitted for the construction of improvements within the Project, CITY shall pei-form
additional traffic studies, as required by CEQA, to determ'sne if there will be tra` is impacts not
anticipated in the FE1 R. If such studies demonstrate new significant traffic impacts they shall be
mitigated in a manner consistent with CEQA.
Z.3 Reservations p Authority.
Notwithstanding anything to the contrary set forth in this Agreement, the following la%,S,
ordinances, regulations, resolutions, guidelines, and official politics adopted or approved after
the Effective Date of this Agreement shall apply to and govern development of the Project
(collectively, the "Reservations of Authority"):
2.3.1 PraccssinQ Fees.
Generally applicable processing fees which include the CITY's actual cost, as may be
reasonably estimated by CITY, of processing applications for Development Approvals.
2.3.2 Consistent Future City Re,-Tulations.
City ordinances, resolutions, regulations, and official policies governing development and
building which are in furtherance of and not in conflict with this Agreement, the Existing
Developrrmcnt Approvals, and the Existing Land Use Regulations shall apply to the Property and
the Project. t
2.3.3 Qverridino State and Federal Laivs and Regulations.
- -911-
A(] 1 IJ -4 All% 12
ved
r the
State and federal ia`'+'c and regulations which are adopted
d of funk iiia his Agree hent Onall
Bate of this Agreement which ove detOW1NE v ill vested
rtedC1TY land use ordinances, res oluticns.
apply to the Property and the Project,(0g
ether
ulations, and official policies "�hich aie adapted ar approved oaft � such Effective
ga5tate and
_ to enable CITY to p y
Agr4ement and -which arc necessary
Federal laws and regulations, provided, however, Stthaate, Staten, f de al, lore local laws, regulation ,
challenge or contest the validity of any such r lied to the Property and the
ordinances. resolutions, or official policies, on tltea• ,ace or aPP elation alldlor any valid
Project; and (b)
to the event that any such State or federal lav or reg t
nts
CITY ordinance, resolution, regulation, or °fr1cpolicy
this Aga en ursuan
s ht provisions pofthis
or precludes compliance with one or more provisions such
Agreement shall he modified or suspended as may be necessary
al to policy and thishAgreernent over-riding
l
State, federal or local law, regulation, resolution, o p
remain in full force and effect to the extent h2lt it
rformance of this not e rt wLh such r
rnaining proti tsionlaw,
ofhis
regulation, resolution or official policy and that pe
would not be inconsistent with the intent and purposes of this Agreement. OWNER
Agreement w°
Ar CITY shall ld the right to challenge, by appropriate judicial proceedings any such nes}' law
or regulation preventing compliance tuit}1 the terms of this Agreelncnt or the modification or
suspension of this Agreement. In the event effacsuch challenge is successful, this Agreement
shall remain Linmodified and in full force
2.3.4 i'nhli� 1[eaftlt and Safrt�.
cial
cs
Future CITY ordinances,re
solutions,
the grlopert}' r�rations � . the f immedr,t;e rcommun ty,aor
reasonalJly necessary to protect thepersons
hoth, from conditions dangerous to their health and/or safety.
z,3,g [,] rioted Uniform Codes.
Provisions of the building standards set forth in the California Building Standards Code
in effect in the City at the time of the issuance of the Building Permit for a building or structure
shall apply to the Property and the Project, including any valid local modifscaticns to the State
standards in effect at such time, including without limitation the applicable provisions of the
Unifomi Building Code, Uniform Plumbing Cade, Uniform N4echanical Code, National
Electrical Code, and Uniform Fire Code.
Z.3.G Public :Marks Im .rn•ement Standards.
To the extent Ok'NER is constructing or installing public �voiks or facilities, the
V
standards in effect for such public works or facilities at the time of CITY's issuance of a permit,
license, or other authorization for construction or installation of same.
2.3. '7 ;lssessment District and/or Corrtrntznity l.'aciiitics District.
The provisions of any benefit assessment district, community facilities district, business
improvement district, or similar financing district that is validly formed pursuant to applicable
Ja„ and made applicable to the Property and ,s.inil;Jly-sit�a.ted prnl)ei�y; provided, howetier,
_
O�'VNCR does not hereby consent to the formation of any such district or to the imposition of
any benefit assessment, special tax, fee, or charge against OWNER or the Property with respect
thereto, and OWNER expressly reserves all of its legal rights with respect to the formation of
any such district and the imposition of any assessment, special tax, fee, or charge against
OWNER or the Property, including without limitation such rights to object and protest that
would exist in the absence of this Agreement_
2.3.8 Regulations In Conflict.
Any regulations set forth in this Section 2.3 vv-hich are in conflict with the Project
provided OWNER has given written consent to the application of such regulations to
development of the Property.
2.3.9 Public Welfare.
Ordinances and regulations applicable on a City-wide basis establishing residential
occupancy standards, energy conservation standards and living (minimum) wage standards.
2.3.10 Signs.
Amendments of and/or modifications to the CITY's sign ordinance.
2.4 Judicial Decisions.
Notwithstanding any other provisions of this Agreement, should a final decision of a
court acting within its area of jurisdiction determine that any project approval issued by the
CITY was improperly issued, the CITY shall be entitled to impose such additional conditions
and mitigation measures which the CITY, in the reasonable exercise of its discretion, determines
are appropriate to insure proper issuance of the challenged project approval and shall otherwise
be authorized to comply with any lawful order issued by the court. Except as otherwise provided
by law, CITY shall use reasonable efforts to insure that such new conditions or compliance
requirements are consistent with the terms of this Agreement. if OWNER, in its sole discretion,
determines that any of the proposed new conditions er compliance requirements are unacceptable
it may elect to withdraw the challenged project application.
3.0 GENERAL PROVISIONS.
3.1 Effective Date of Agreement.
Subject to the applicable provisions of the California Elections Code relating to
referendum petitions, this Agreement shall be effective on the Effective Date.
3.2 Duration of Agreement.
This Agreement shall be operative commencing on the Effective Date and continue
thereafter until the date that is fifteen (15) years after the Effective Date, unless othenvise
extended by the Parties, subject to earlier termination upon the completion, performance, and
discharge of all obligations hereunder. In this regard, at the request of OWNER, the term of this
f;greeircnt shall expire as to any separate legal parcel comprising uh'e Property on the later of the
4:S 10744QPr 2
ficate
occummc-y Of
r 1 io�� in dates: [i] the dzte on ��'1?iCh CITY issues its Etna Flo ements of
for the de elopmlent
p
ilzspectiotz permitting occupancy of the completed buil tttg
authorized by this Agreement Or (ii) such later date or dates on which the initial tenants Or
occupants of the completed building impro-'erncnts cornmence occupancy of the premiseS. Upon
p -�rccl, each
termination of this Agreement as to the Property as a nbole or any separate legal pZ
Party agrees to cooperate with, the other in cxeci t mg ma tr alize said terminationum"111 ill ble for -ria as may
and (ii) remove
be reasonably requested by the other Party tQ (] egal parcel on z title re�("I-
this
r7,
this ?.greement as a matter affectirr -Ig
re utablethe rtitle��nsurerOr ch IOWNER shall pay CITY's
c:0n=ttmcnt or policy issued by Y p
of such documents,
reasonable casts for preparation and review including altarney fees incurred
by CITY in such review and preparation.
3.3 B ffect ndina Eof Aareernent-
evelopmnt of the
on
The Property is hereby trade subject carr ed out n accthis Agreement. ordance with the terms ,oftthis
the Property is hereby authorized and shall be
Agreement.
3.4 91,ners11i 2 of 1Pr'02crty.
OWNER represents and covenants that it is the fee ovener of the Property.
3.5 Periodic Re—view.
The periodic review described in Resolution No. 88-53 is applicable to this Agreeement.
conduct of
e a
rlod'c review of
In no event shall CITY 95 failure 1O modification of O1,�t+N�1�'serrghts here der orcons itute
performance result in a ,wi minatton o
brcach by the CITY of this Agreement.
3.6 Dtfaulis :rnd RDnedies.
3.6.1 I�Iotiee and D drtttnity to Ctrre.
Before this Agreement may be terminated or action may be taken to obtain judicial relief,
rhe Party seeking relief ("Nondefaulting party") shall comply with the notice and cure provisions
of thiscetio� n 3 6-1_- The Nondefaulting Party in its discretion may elect to declare a default
under this Agreement in accordance with the procedures hereinafter set forth for any failure or
breach of the other Party (the "Defaulting Party") to perform any mated al duty or obligation of
the Defaulting Party in accordance with the telTnsDofauirtin l'g ee sent. foHthwlhe nattuhe
Noir-Defau}ting Party must provide written notice tat !;
of the breach or failure. The Defaulting Party shall be deemed in "default" of its ohli_ ions set
forth in this Agreement if said breach or failurc can be cured,
after the aulting date of s chy has failed
to take such actions and cure such default within ten (10) y
nzonetal y de (for
efaults) or within thirty (30) days after the date of such noticc (for non-rr:onetary
defaults]. I% i7owevcr, a non-mon default cannot be cured within such thirty (10) day
] months, as long as the 1"]efat
period, but can be curd within twenty -foul' (2,4Party does
e�tC}z of the iollo'�'1T1g-+) notifics the Non -Defaulting Patty in writing with ith s a
explanation as to he reasons the asserted default is not curable within the thirty (30) day period,
41)10744t1.12
(ii) notifies the bion -Defaulting Party in writing of the Defaulting Party's reasonable, proposed
course of action, acceptable to the Non -Defaulting Party, to cure the default; (iii) promptly
commences to cure the default within the thirty (30) day period; (iv) makes periodic reports
every three (3) months to the Non -Defaulting Party as to the progress of the program of cure; and
,. ,
rti.i.ct;l;„� .tl„ P_ -p suc, cu.e to •:ur, psuruc�; then in such event the i}cfaulting Party steal
not be deemed in breach of this Agreement.
3.6.2 Dela ilt Rctnedics.
Subject to the foregoing, in the event of an uncured default, the Non -Defaulting Pany, at
its option, may institute legal action to cure, correct, or remedy such default, to enjoin any
threatened or attempted violation, to enforce the tet -ms of this Agreement by specific
performance, or other equitable remedies. In no event shall monetary damages of any kind be
available as a remedy for breach CITYthesertiAgreement.
atifailable addition,
rernedies the
underevent
theof an De Development
material default by O
Agreement Statute and CITY's Development Agreement Procedures and Requirements to amend
or terminate this Agreement; provided, however, that OWNER does not hereby consent to any
unilateral aniendrnents to this Agreement that increase or materially alter OWNER's obligations
hereunder or that are not limited in purpose and effect to measures needed to cure or remedy the
pmocular default in question_ The remedies set Forth in this Section 3.G. shall be the cxclus i� e
rarnedies of the Parties hereto with respect to this Agreement.
3.6.3 Ilio Cress-Deftit1Its.
in the event that this Agreement is assigned by OWNER in connection with the sale.
lease, sublease, or other transfer, of a portion of the Property, to any entity in which the OWNER
has no interest, and a default subsequently -occurs with respect to any pal -I of the PrUpei-ty so sold,
leased, subleased, or otherwise transferred, such default shall not be considered a default as to
any nontransferred remaining Property and the CITY shall not be entitled to any remedies with
respect to the non -defaulted portion of the Property or the owner of said Property or to enforce or
terminate this Agreement with respect thereto. Notwithstanding the foregoing, the CITY shall be
entitled to all equitable and non -monetary legal remedies with respect to all portions of the
Property and OWNER of said Property to enforce or terminate this Agreement with respect to
any default which existed prior to the sale, lease, sublease or transfer by OWNER,
3.6.4 nonce MR' re.
Neither party shall be deemed to be in default where failure or delay in performance of
any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God,
fires, wars, :gots or similar hostilities, or other cause, without fault and beyond the reasonable
control of such Party. If arty such events shall occur, the time for performance by either party of
any of its obligations hereunder shall be extended by the parties for the period of time that such
events prevented such performance.
3.7 Cno enation in ttte Event of Leval Challenge.
In the event of any le -gal -action instituted by a third paj,y, including without limitatiolt
any ocher governmental entity or official, challenging the validity of this Agreement or any
meat Approval granted pursuant to this Agreement, the parties agree to cnr+perate fiil}y
Des-elop pP rovided, ha�vever, that Q"ER shall, at its sole
with each other in defending, such action, P agents and
expense, defend, indemnify and hold harmless the CITY, its Officers, c:mployecs, ag agents,
consultants from any claim, action, or proceeding ransackt� the CITY,
its officers,challenge
empiaYeus and/or consultants. which actron seeks
approval by the City Council, Planning Comzrrissivn. limitations r other blow,tt
OWNER shng all pay
or pP
or CITY staff action concerning the Project. Subject to t ze
the CITY'S reasonably incurred defense costs, including aaoela rney e7,rees,enses,�and shall repert l imbu se
witness costs, and all other reasonably incurred litigation r result of such defense.
the CITY for court costs which the CITY rnay be required to pay as a issue against the CITY
fees t4 a
OWN>R shall further pay any adverse financial award which y challenging such Project
including but not limited to any award of attorney pasty
a roval. If the approval of the Project results in a referendum,
Ot hail fUrth
reasonable attorneyeT burse
PP
the CITY for all its casts and expenses, and including_
related to such referendum and any Psion r femme ttoherein, Ho wever,Tas to attorney fees og y,t f
select its counsel of choice tri any action ref
CITY retains legal c:ounscl scparatefr❑m tthat +torn s Pay' bl�shall se
° suchch counsel. Any such
responsible for the first 1350,000 in s e,.'sonabf ' y
attorney fees in excess of $350,DQ0 shall be the full responsibility of CITY. Notwithstanding
any other provision of this Agreement, this Section 3.7 shall become effective and binding upon
execution ofthis Agreement by both Parties.
3.8 141nrtpadee I1112hts.
3.8.1 EnDl1}r]i7rt+nceS (i rt ilio j'rn ertY.
The Partics hereto agree that this Agreement shall not prev;,nt or limit Ou'NER, in any
y of anY
manner, at pWN�R's sole and absolute discretion, from rencumbering
art a e rldeed of tru t,t sale and
portion thereof or any improvements thcrcan with anY wigthgres respect to the construction,
leaseback, or other form of secured financing ("Mortgage) p
development, use, or operation of the Project.
3.8.2 TvIort-n"ce Protection.
To the extent legally permissible, this Agreement shall be superior and senior to any lien
placed upon the Property, or any portion thereof, including the lien of any MCIlgage
Notwithstanding the foreg°iiig, no breach of deiin Agreement
andall fordvalue� Any acquistlion
diminish, or impair the lien of any Mortgage m l;
or acceptance of title or any right or interest in or with respect to the Property or any portion
tliereof by the holder of a Mortgage (a "Mortgagee"), pursuant to foreclosure, trustee's sale, deed
in lieu of foreclosure, lease termination or otfienysse, shall be subject to all of the te►ms and
conditions of this Agreement and any such Mortgagee who takes title to the Properly or any
Portion thereof shall be entitled to the Benefits arising under this Agreement, provided Mortgagee
complies ,vith Section 3.8.3 below.
3.8.3 Mortiluec: Nat Obligated.
Notwithstanding the provisions of this Section 3.8, Mortgagee will not have any
ns of
obligation or duly pursuant to the te�S set forth
eherleundeerrent tor,eor t:orform tlguarantee le o such
O\VNER or other affirmative coven
performance, except that the Mortgagee who acquires Or accepts title or a portion thereof as
aL.tiii► .7.J.V..'l. a+iaij j'i$'r `, i, i� i,�lll lV uC- a op Llje r1U�Cl:T. without n.s rry complying
WLth the terms of this Agreement and executing and delivering to CITY, in a form and with terms
reasonably acceptable to CITY, an assumption agreement of OWNER's obligations hereunder.
3.8.4 Notice of Default to Nlorta-svyce- Ri-lit of Mort -a soce to Cue.
l�,ach Mortgagee shall, upon written request to CITY, be entitled to receive written notice
From CITY of the results of the periodic review conducted pursuant to Section 3.5, and of any
default by O\vNER of its obligations set forth in this Agreement. CITY shall, within tett (10)
days of sending the notice of default to OWNER, provide a copy of such notice to each
Njo--gagee who has submitted a written request to CITY fora copy of such notice.
3.9 !iot1 ces_
3.91 —N ti ces Us clx1d e.
As used in this Agreement, "notice" includes, but is not limited to, the communication of
notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or
other communication required or permitted hereunder.
3.9.2 corm of Notice.
All notices shall be in writing and shall be considered given either: (i) when delivered in
person to the recipient named below; or (ii) on the date of delivery or refusal shown on the return
receipt, after deposit in the United States mail in a sealed envelope as either registered or
certified mail with return receipt requested, and postage and postal charges prepaid, and
addressed t° the recipient named below; {iii) on the date of delivery or refusal, when delivered
ts
by Fcderal Express or other cotmnercial express deli very se fv$ facsimile wledge me nof
of receipt; (iv) an the date of deilvery when delivered by providing
delivery and receipt; or (v) on the date of delivery shown in the records of the telegraph company
after transmission by telegraph to the recipient named below. Such notices or communications
shall be given to the Parties at their addresses set forth below:
If to CITY: City of Costa Mesa
77 Fair Drive
post office Box 1200
Costa Mesa, CA 92628-1200
Attn: City Manager
NVith Copy to: City of Costa Mesa
77 Fair Drive
Post Office'sox INC
Costa Mesa, CA 912628-1200
Attn: City t" forrtcy
if to C)NVNER: C. 1. Segerstrom & Sons
3315 Fairview Road
Costa Mesa, CA 92626
Attn-. Paul Freeman and Barney Page
With a copy to' Pillsbury Wintluop LLP
650 Town Center Drive
7th Floor
Costa Mesa, CA 92626
Attn: William R. Devine, Esq.
3.9.3 Clt:tnoss In Noticed Parties_
Either party may, by notice given at any tirne, require subsequent notices to Lie givet7 to
another person or entity, -,whether a parry or all ofriccr or repYe54ntativ a of a Party. or to a
dir"crcr<t adds cgs, cr bath- Ntntices given before actual receipt of not ice of change shall not be
invalidated by the change.
3.10 Sever-thiIitY-
if any term, provision, covenant, or condition set forth in this Agreement is held by the
Final judgment of a court of competent jurisdiction to be invalid, void, or unenforccable, the
remaining prollli�ions, covenants, and conditions shall contins�v in full force and effect to the
extent that the l7asic intent of the Paries as expressed herein can be accomplished. In addition,
in such event the Parties shall cooperate in good faith in an effort to amend or modify this
Agreement in a manner such that the pus -pose of the invalidated or voided provision, ccv---nant,
and condition can be accomplished to the maximum extent legally permissible-, provided,
however, that in no event shall either Party be required to agree to an amendment or modification
of this Agreement that materially adversely impacts its rights or materially increases its
obligations or risks as set forth herein.
3.11 Time of Essence.
Time is of the essence in the performance of each provision of this Agreement as to
which there is a time element.
3.I2 5ticcesSnrq ,Ind Assi`ns-
The provisions of this Agreement shall be binding upon and shall inure to the benefit of
the Parties and their respective successors and assigns. To the extent of OWNER's tang its
successors' and assigns') interest in the Property, the cotenants of OWNER set forth irs this
Agreement shall be covenants running with the land and enforceable to the full extent permitted
by applicable law.
Nothing set foMlt in this Agrcement shall p-11.i.1zt OWNER from selling, leasing,
subleasing, or otherwise transfett•ing all or any portion of the Property together with a transfer or
Aft 111, Af 1.li
assignment of alI of the rights and obligations of this Agreement as they apply to such portion of
the Property, and G1TY's approval or
saconsent
e nlease5 subleashall note orequired
other transfer, the in ion seiler�rlessor,
th
Upon the effective date of any
sublessor, or other transferor automatically shall be released from any executory obligations to
CITY }i�rP�tnrirr u jt}h rrcrect to Tt�r nnr!rnn Cf the proNg-y ScIdA, 11caSCd, SubiGased, ul
r
however, that unless CITY releases the seller, lessor, sublessor, or other
transferred, provided,
transferor in «+citing, it shall remain responsible to CITY for performance of any obligations as to
Which it was in default as of the effective date of the transfer.
3.13 r f cert on Title.
OWNER and CITY agree that if this Agreement terminates as to any portion of the
Ps-opetty, it shall not thereafter continue as an obligation that applies to such portion of the
Property.
3.14 Parties in Interest.
This Agreement and all of its terms, conditions, and provisions are entered into only for
the benefit of the Parties executing this Agreement (and their respective successors and assigns
in interest), and not for the benefit of any other individual or entity. No other persons shall have
any right of action based upon any provision of this Agreement.
3.15 Further �.cti ns and lntitrumcnts.
Each party shall cooperate with and provide reasonable assistance to the other Pasty to
the extent necessary to implement this Agreement. Upon the request of either P-mly at any time,
the other Pasty shall promptly execute, with acknowledgment or affidavit if reasonably required,
and file or record such required instruments and writings and take any actions as may be
s-easonably necessary to iniplerrnent this Agreement or to evidence or consummate the
transactions contemplated by this Agreement, OWNER shall pay CITY's reasonable costs for
preparation and review of such documents including attorney fes incurred Ley CITY in
review and preparation.
3.16 stns a a eI Certificates.
Either Party hereunder may, at any time, but in no event exceeding six (6) times during
any calendar year, deliver written ncatice to the other Pasty requesting such Party to cenify in
of the cert Party, (t) this Agreement is in full force and
writing that, to the best knowledge
effect and a binding obligation of the Pasties, (ii) this Agreement has not been aniended or
modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in
default in the performance of its obligations set forth in this Agreement or, if in default, to
describe therein the nature and amount of any such defaults. A Party receiving a request
hereunder shall execute and return such certificate within a reasonable time following tate receipt
t hCreo f. OWNER shall pay CITE 's reasonable costs, including attorney fees, incurred in
complying with this Section.
Recorda ion.
SM
3.18 Section Headings.
All section headings and subheadings are inserted for convenience only and shall not
effect any construction or interpretation of this Agreement.
3.19 Rules of C0nstructii0t3.
As used herein, the singular of any word includes the plural and the masculine gender
includes the feminine.
3.20 Mutual Co''enan ts.
titute
i-lie cpVenani5 contained herein are mutual covenants
covenantiono be
to
the concurrent or subsequent performance by party Uenchted thereby of
perrorrned hereunder by such benefited part V.
3.21 Releases- I
CITY hereby covenants and agrees that upon cantgl ftOW of the
CITYt shall execute a d
this Agreement, or any portion thereof, at the reqte reluest of
gations
deliver to the Orange County Recorder
the
dn roof
of
rther
under [his ftgreeme:,t, for the portion ornpletedePrajec� O Rs
ER (hall pay !1C1TY s
attorney fees, incurred in complying write this Section_
reasonable costs, including
3.22 Applicable Law.
This Agreement and any dispute arising hereunder shall be govemcd and interpreted in
accordance with the 4av�s of the State of California. This Agreement shall be construed as a
�i�hale according to its fair language and common rnearuing to achieve the objectives and
purposes of the parties hereto, .and the ruI a of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be employed in interpreting this Agreement, all
parties having been represented by counsel in the rtegoJation and preparation hereof.
3.23 Pro ect as a Private Undertaken -
IL is understood and agreed by and between the parties hereto that the development of the
Project is a private development, that neither party is acting as the agent of the other in any
respect hereunder, and that eachparty is an independent. contracting entity with respect to the
lcr-ms, covenants and conditions contained in this Agreement. No partnership, joint venture or
other association ofany kind is formed by this Agreement. The only relationship between CITY
and tJ%'WHR is that of a government entity regulating the development of private property and
the ON NER of such property.
I,-
3.24 A ra.'ais Reasonabtencsc.
ecrr�ent specifically authorizes a Party to withhold its approval or
Except when this Agr when either CI'T'Y or OWNER shall require the
consent in its sole and absolute discretion,
consent of the other Party in fulff,illing any covenant, provision, yr Conditian� set forth
such approval or consent srial�
l not be unreasonably wietd, conditioned, or �elayeo by
approval �
r
neretn, PP
the Party from whom such approval or consent is sought_
3.25 Atnendrnertts and W3i�'ers.
No modification or amendment of this Agreement or any of the provisions hereof shad be
� u ase unless Set Earth in a writing signed by iy authorized s all be effect � e $entatives
unless in
effective fory P rP Waiver of any provision of this Agreement
of bath Parties. Ido against wham enforcement of
writing and signed by a duly authorized representative of the Party g
is sought- ht. No ny occurrence or event shall
waiver of any right or remedy in respect
aQr subsequent occ��rrence ar
be deemed a waiver of an
a waiver y right or remedy in respect to any other
event_
3.z6 Authori to Execute.
The ers❑ns hority
executing this Agreement warrant and represent
he Parties forat they have the whichTh py have
l0 CxeCutE ih75 AgreemEerfarma.nCerepresent
❑f thehobl dations helreu�der. y
at the
they are signing to the p
3.27 Enter r�eeme°t.
anding
This Agreement (including the Exhibits hereto) constitutes theass ons andtagreem agreements
agreement of the Parties and Supersedes allprevious
he object negotiations,
Iter hereof. No parol evidence
between the Parties with respect to all or p Bement.
shall be permitted to contradict or vary the terms of this Agr
—6)
3.28 Liti ration Fx enscs.
In any judicial proceeding or arbitrations between the Parties (collectively, "Acn
tion") i
ut of the toms and provisions of this Agreement, the
jr,ly way connected with or arising o
prevailing Party in such Action shallbe
be rdti recoverable pursuant to Code of Cor ts actual and ivil Procedure
cxpenses (whwtl}er or tzat the Same Would
�1033.5 or 1717 in the absence of this Agreement}, including but not limited to expert witness
fccs, sttorney fess, and costs of investigation and preparaljosl prior to the eornmerrcement of the
accrue upon commencement of the
Action. The right to recover such costs and cxperiscs shall
Action, regardless of whether the Action is prosecuted to a final judgment or decision.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement on the date
first ahova written.
CITY OF COSTA MESA
B y1- --
MAYOR OF COSTA MESA
ATTEST:
CITY CLE , CITY OF COSTA HIES.
APPROVE AS TO FORJI`4:
"► CFFY ATTORNEY, CITY OF COSTA MESA
C. J. SEGERSTROM & SONS, a California general
partnership
By: HTS Mana ernes Co y, inc., a
Cal' omi orpor ion Man ger
By:
By: Henry T. Segerstrom Management, LLC, a
California limited liability company,
Manager
[3y:._
Its:
- 5 Z-
?Numr,r,<,> s
SEGERSTROM PROPERTIES LLC, a California
lintitcd liability conA
}any
By: Henry T. Segerstrom Propenies, LLC, a
California limited liability company,
Manager A
By:
By: Ruth Ann Mon artylropertics LLC, a
California limited liability company,
Manager
By�
Its:
HENRY T. SEGERSTROM PROPERTIES LLC, a
California limited liability campany
By: Henry T. Segerstrom Managcment, LLC, a
California limited liability comPany,
Manage
By:
Its:
�3-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
County of Orange
On February 19, 2002 before me,
Nolene Sherman, Notary Public, personally appeared
Henry T. Segerstrom, personally known to me to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed e instrument.
7NESS my hand and official seal
NOLENE SHERN"
ComrnWon N 123565 r
Nalary Public - CQrltaTn o 1r
Orange County ,
OCS Z2. Z= s c
s hr41r Comm.Expres
1
State of California
County of Orange
On February 19, 2002 before me, Nolene Sherman, Notary Public, personally appeared
Henry T. Segerstrom, personally known to me to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
TiOLENE SHERhAAN
215660 �
@fgR
aflorr isntyl
C122-2= i
State of California
County of Orange
On February 19, 2002 before me, Nalene Sherman, Notary Public, personally appeared
Henry T. Segerstrom, personally known to me to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
NOLENE SHERMAN
i
Com-' ion 9 12,5664
Z _r; Nolary Pubr1C - California ;
r Omnge CounSy [
MyC- mm. bg'n~s O -:s 22 7.M
r
WITNESS my hand and official seal
Suite of California)
SS
County of Orange)
On February 22.2002, before nye. Karen G. wlioley, NoiarSy Public, personally appeared Sandra S.
tobe the-r
I'Vh VC S �';;;mom iN yyVJYi 1 Vvu iv iiia. w i tll jlll l
1 1f 1
)i�anit�ltl nPrcnnally kn�twn sn rrs�
and acknowledged iD me that she executed the same in her authorized capacity, an thatby her
or the entity upon behalf of which the person acted, executed
signature on theinstrument the person
the instrument.
WITNESS my hand and official
KAREN G. WHOLEY
Commission # i 182543
Notay Public - Coritarnia
orange County
W Comm. Goes MW 4.j2=
OPTIONAL
CAPACITY CLAIMED BY SIGNERS Partners: ❑ General ❑Limited ❑Managing
Signers are representing HTS Management Co., Inc., a California corporation, Manager
DESCRIPTION OF ATTACHED DOCUMENT
Title or type of document
Number of pages (excluding loose certificates) Date of document
Signers) other than named abo%,e
15's-
STATE OF CALIFOR�NTIry
5s.
COUNTY OF 1
On � f'�[Cx 2� �G'C► ?� _, before me, �_: �c1 IIf-7 - b-�. `�
personally appeared ��tjl-h'l �+ I.�i i
personally known Co me ( F nee to be the
persons) -whose nameks•Xigi e subscribed to the within instrument and ackno•v ledged to rrIe ChuC
hqe they" executed the same in his erlthok authorized capacityjics), and that by hi ler/their
signature( -q -)–on the instrument the persorW or the entity upon behalf of which the persap(s)
acted, executed the instrument.
Witness my hand and official seal.
E.ArtiE LI:N ON
commission it I I5p06N 7
Notary PuViiC - Ca!itcmla x•
x pronne County
,►.y Ccr:m. 5- irm :ul 23.3702 ?
STATE OF CALIFORNIA
COUNTY OF
On
nersonally appeared
Notary Public
SS.
, before me,
personally knomm to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose narne(s) islare subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by hislherltheir
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrurnent.
Witness my hand and official seal.
Notary Public
(SEAL]
-Sl0
A F1 M-14400 12
STATE OF CALIFORNIA
COUNTY OF
5S.
On `7CC1tJ �- ,before me,C
personally appeared
personally known to me [ to be the
persons) whose name(s) is/are subscribed to the within instrument and acknowledged to me ilial
lw4Wthey executed the same in him9=ltheir authorized capacity(ies), and that by hisEk Lheir
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my band and o s 'a seal.
ftMHE r
�t
,. czaarki�
MC�M8q*M"td
4
fs�Z0
STATE OF CALIFORNIA }
COUNTY OF )
On _
ss.
before nye,
Personally appeared
Personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose narnc(s) is/are subscribed to the within instrument and acknowledged to me that
helshekbey executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness rnv hand and official seal.
Notary Public
(SEAL]
-sq-
4nlu7arivlz
EXHIBIT"A"
PARCEL A
I Map 94-120 in the City of Costa Mesa, CoUntyof
Parcels 1 and 3, as shown on Parce
pages 7 through 10 of Parcel Maps, in the office of the
❑ ran ge, filed in Book 284,
County Recorder of said County.
PARCEL 13
Parcel 1, as shown on Parcel Maps of parcelin the Mapstyn theof
a of the County sta Mesa, County RerCarder
filed to Book 194, Pages 13 and 1
of said County, z.
PARCEL C
Parcel 1
i liar ce�,ai;� parcel of land situated =,n the City of Costa Mcsa. County of Orange, State of
California, ?arc Part;els 3 and 4 of Parcel Map No. 79-381. as shown on a map thereof
riled in Book 139, Pages 71 through 24 of Parcel 1�Iaps, in the office of the CatIrty
Recorder ofsaid Orange County, together With that portion of Parcel 2 of said Parcel
Nirip No. 79-381 lying westerly of the following described line:
COMNIENCINC at the norihEvest Garner of said Parcel 4; then cc along the northerly
line of said parcel map North 89125'40" 'East 1370.17 feet to the beginning of a tangent
curve, concave northerly and having, a radius of 1384.00 feet; thence along said curve and
northerly line easterly 8 9.7 9 feet through a central angle of 03°43'02" to a paint on a non -
tangent curve concave westprl Rh $$ �8 ��,a West said point alsofeet,
be�ngd[he TRUE said
curve from said point bears No
POINT OF BEGINNING; thence leaving said northerly line along said curve southerly
87.13 feet through a central angle of 04123'48"; thence tangent from said curve South
0601512" West 119.69 feet to the beginning of a tangent curve concave easterly and
having a radios of 1161-09 feet; thence along said curve southerly 154.54 feet through a
centra! angle of 0703T33"; thence along a radial line of said curve North 88°37'39" *2ast
7.83 feet; thence South 00°53'48" East 198.66 feet to the beginning of a tangent curVe
concave northeasterly and having a radius of 5 13.4 5 feet; thence along said curve
southerly 439.17 feet through a central angle of 49 100'24", thence along a radial line of
said cunrw North 40'05'49" East 12..79 feet to a point on a non -tangent curve concave
northeasterly and having a radius of 504.66 feet, said curve being concentric with said
cur��e hereinabove described as having a radius of 5 t 3.45 feet; thence along said
concentric curve southeasterly 117.49 feel through a central angle of 13°26'45" to the
southerly line of said Parcel 2.
_. 58
201?F39ity 1
EXCEPTING THEREFROM that portion described as follows:
COMMENCING at the northwest corner of said Parcel 4; thence along the northerly
line of said parcel map North 99°25'40" East 1169.02 feet to the TRUE POINT OF
,.� ............ ..�..a,) iifc� ivul
RF -GINNING; thence cont.11-6110" �lo�^ cn,rl .,..tet,., -l.. i._-
201.15 feet to the beginning of a tangent curve concave northerly and having a radius of
1384.00 feet; thence along said curve and northerly line easterly 89.79 feet through a
central angle of 03043'02" to a point on a non -tangent curve concave westerly and having
a radius of 1135.50 feet, a radial line of said curve from said point bears North 8800836"
West; thence leaving said northerly line along said curve southerly 87.13 feet through a
central angle of 04°23'48"; thence tangent from said curve South 06'1512" West
119.68 feet to the beginning of a tangent curve concave easterly and having a radius of
1161.09 feet; thence along said curve southerly 125.26 feet through a central angle of
06'l 0'52"; thence non -tangent from said curve South 88°3329" West 249.74 feet; thence
North 79°?4'20" West 10.08 feet; thence North 00°53'48" West 329.52 feet to the TRUE
POINT OF BEGINNING;
ALSO EXCEPTING THEREFROM Parcels 101839-1 and 101839-2 as described in
that certain Grant Deed to the State of California, recorded October 27, 2000, as
instrument No. 20000582392 of Official Records, in the Office of the County Recorder
of said Orange County.
And ALSO EXCEPTING THEREFROM Parcels 101837-1 and 101837-3 as described
in that certain Grant Deed to the State of California recorded October 27, 2000 as
Instrument No. 20000582393 of Official Records, in the Office of the County Recorder
of said Orange County.
CONTAINING: 17.246 Acres, snore or less.
Pareel 2
That certain parcel of -land situated in the City of Costa Mesa, County of Orange, State of
Califomia, being those portions of Parcels 2 and 3 of Parcel Map No. 79-381 as shown on
a map thereof filed in Book 139, Pages 21 through 24 of Parcel Maps, in the Office of the
County Recorder of said Orange County described as follows:
COMMENCING at the northwest corner of Parcel 4 of said Parcel Map No. 79-381;
thence along the northerly line of said parcel map North 89025'40" East 1169.02 feet to
the TRUE POINT OF BEGINNING; thence continuing along said northerly line North
89°25'40" East 201.15 feet to the beginning of a tangent curve concave northerly and
haling a radius of 1384.00 feet; thence along said curve and northerly line easterly
89.79 feet through a central angle of 03°43'02" to a point on a non -tangent curve concave
westerly and having a radius of 1135.50 feet, a radial line of said curve from said point
bears North 88108'36" West; thence leaving said northerly line along said curve southerly
87.13 feet through a central angle of 04°23'48"; thence tangent from said curve South
06°15'12" 'Nest 119.68 feet to the beginning of a tangent curve concave
-10126380VI - sa-
having a radius of 1161.09 feet; thence along said curve southerly 125.26 feet through a
-tangent from said curve South 88°33'2x3" West
central angle of 45°10'52"; thence non
249.74 feet; thence North 79024'20" West 10.08 feet; thence North 00°53'48" West
.12o, S2 feet to the TRUE POINT OF BEGINNING;
CONTAINING: 2.074 Acres, more or less.
Parcel 3
That certain parcel of land situated in the City of Costa Mesa, County of Orange,
State of
California, being that portion of Parcel 2 of Parcel Map No. 79-381 as shown on a map
thereof filed in Sook 139, Pages 21 through 24 of Parcel Maps, in the Office of the
County Recorder of said Orange COun€y, Bring easterly of the following described cine:
C{7MNlENCING at the northwest corner of said Parcel 4; thence along the northerly
line of said parcel map North 89°25'40" East 1370.17 feet to the beginning of a tangent
cun.,e, concave: northerly and having a radius of 1384.00 f fl; thence along
o point on as nand
northerly line easterly 89.79 feet through a central angle
tangent curve concave westerly and having a radius of 1135.50 feet, a radial line of said
curve from said paint bears North 88°08'36" West, said point also being the TRUE
POINT DF BEGINNING; thence leaving said northerly line along said curve southerty
87.13 feet througls a central angle of 04'23'48"; thence tangent from said curve South
O6° l 5'12 "W£st 119.68 feet to the beginning of a tangent curve concave easterly and
having a radius of 1151:09 feet; theme along said curve southerly 154.54 feet through a
ccnlral ankle of 07137'33"; thence along a radial line of said curve North 98'3 T39" past
7.83 feet; thence South 00°53'48" East 195.66 Feet to the beginning of a tangent carve
concave northeasterly and having a radius of 513.45 feet; thence along said curve
southerly 439.17 feet through a central angle of 49100'24"; thence along a radial line of
said curve North 40°05'48" East 12.79 feet to a point on a non -tangent curve concave
northeasterly and having a radius of 500.66 feet, said curve being concentric with said
curve hereinabove described as having a radius of 513.45 feet; thence along said
concentric curve southeasterly 117.49 feet through a central angle of 13026'45" to the
southerly line of said Parcel 2.
EXCEPTING THEREFROM Parcels 101837-1,101837-2 and 101837-3 as described
in that certain Grant Deed to the State of Califomia recorded October 27, 2000 as
Instrument Na. 20000582393 of Official Records, in the Office of the County Recorder
of said Orange County.
CONTAINING: 31.214 Acres, more or less.
SUBJECT TO all Covenants, Rights, Rights -of -Way and Easements of Record.
(44
4CII761S O,I
EXHIBIT "B"
DEPICTION OF THE PROPERTY
PARCEL A
i
li
�J
h y
4
a� 4�4
r
�i
S,,nraT'}f �•���, Q?A/f j
PARCEL B 6 ;:w11
w r—sovlH Go�S, D>Rlrf ...,,...._ i
. �iC�YiJa.+R7 tr.t31L• Lsi
M.11►1�1' �.�. ; !
irr1.1.. M I
. �K.•wH
/ w• 11
P/RCC: t
.�....r.t MIM.
_(aI—
so;zcar,SVt
Exhibi! B-]
SOUTH -COAST DRIVE
~NaWV1 tE ems- AMING
PARCEL C
r
SOUTH COAST DRIVE
I"13
� w �
I�
SAN DIEGO FI?EEnAY (ROUTE 405)
a012(dGSv1
�EXj]lblt $-2
EXfI BIT "C"
LIST OF EXISTING DEVELOPMENT AP
PRdYALS
Mitigation I`'Ionitoring Program for Final Program EIR No. 1048 by City of Costa Mesa.
?. General Pian Amendment GP -00-05.
3. North Costa Mesa Specific Plan Amendment SP -00-02.
4. Rezone R-00-02.
5 Master Plan PA -99-02 and Minor Conditional Use Permit ZA-01-36.
6. Development Agreement DA -00-01.
Sf11f1?6df1v12
ExxrB1T "D"
EXISTING LkND USE REGULATIONS
I . CITY of Costa Mesa General Plan
2 North Costa Mesa Specific Plan.
3. Title 13 of the Costa Mesa Municipal Code (Planning, Zoning and Development Codcs).
4. All other ordinances, resolutions, regulations, and official policies governing land use
development and building construction.
l of the CITY
ta
5 Resolution Na. 88-53, A Rei011 of the CITY s and Requirements foriConside anon of Development
Agreements.
California Establishing Procedure
Agreements.
THE APPLICABLE VERSIONS OF THESE DoCUMB.NTS ARE THOSE FN EFFECT
ON
THE EFFCCTNE DATE OP'f1-1.15 �EARE OCOPIES
FILE � 1� CITYISTING PLANMNG D USE
R.EGULATIDNS LISTED ABOVEDEPARTMENT
MW
nuiu7asm. I?
EXP1rBIT "E"
LIST OF FUTURE DEVELOPMENT APPROVALS
1 _ Planned sign program approval!amendment and sign permits.
2. Preliminary and/or Final Master Plan approvals.
3
5
Subdivision and/or Pa"cel maPs, or lot line adjustments necessary
development of the Project.
Possible conditional use permits and/or variances that may be sought.
to facilitale
Building, grading,
occupancy and demolition permits and all other ancillary permits
required by other uniform codes.
4111417 A 411 V 12
—IPS -
4 111417
IPS -
EXHMIT F
COIt'il,WNITY BENEFITS PROVIDED BY OWNER
A. Circtriation Im rovernents
Improvements Required in Accordance with the General Pian
owNER shall pay Citywide Traffic Impact Fees of $3,887,910 (which allows up to 19.938
average daily trips (ADT) at $195 per trip end) for General Plant level improvements. These fees
shall be paid upon issuance of a Building Permit for the first building constructed on the project
site following execution of this Agreement.
Improvements Required by Project Beyond the General Plan
Additionally, in accordance with and in addition to f=inal Environmental Impact Report F#1048
( E!R), OWNER shall pay the following amounts for tliw construction of the improver, ents
identified in the table below. The total ❑VVNER obtigatiorr� except the cost for the easibound
right -turn lane at 14arbor-South Coast', shall be paid upon issuance of a Building Permit for the
first building constructed on the project site following, execution of this Agreement. This total
amount due at first Building Permit, which includes both construction and construction
management, is $4,578,400. Payment of the designated arrrsounts in the requa cd time period shall
fulfill all OWNER obligations for construction of the Identified improvements. Thee are in
addition to the traffic impact fees and transportation corridor fees applicable to the
project.
It is anticipated that the eastbound right -turf lane at Harbor -South Coast will soon be
incorporated into the Citywide Traffic Impact Fee Program for General Plan level improvements
and be subject to traffic impact fees. If this traffic improvement is not included in the program
within the next 36 months, O WL-fER shall pay $350,000 to the City for the cost of such
construction and an additional $35,000 for construction management. Such payment will be due
the later of (i) 36 months after recordation of this Agreement or (ii) issuanc!e-uf a -Buil -ding
PC: -Mit far tite first building constructed an the }project site following execution of this
Agreement_
_/_('0—
antu?aaP.•t2
Intersection
Improvement
Harbor — Adams
Rcstripe SB thru to thru + ri ht
Harbor — Sunflower
Reconfigure and
_ Restri a EB and WB
Harbor -- South Coast
Add NB thru lane
Add EB rip
,lit -tum lane
oaches
See footnote 1
Fairview — I-405 NB Ramps
Restrine NB offramp
Fairview —1-405 SB Ramps
Add SB left -tum lane & widen onram
Bristol — Baker
Add EB left -turn lane & NB thru lane
Total
Site access Improvements
Total
OWNER's Share
Construction
Construction
of Construction
Management
rest
uas►
Cast
04Q
$10,000
$10
$525,000
$262,500
$26,250
51,419,000
$1,419,000
$141,900
$350,000
$350,000
S35,000
$10.000
$10,000
$4
$2,200 000
S2,200,000
$220,000
$525,000
$262,500
$26,250
$5,039,000
_$4,5142000
$449 400
OWNER shall provide dual left -turn lanes and associated signal modifications at the South Coast
Drive —Susan Street intersection in
Fau-vitewnRoad and Susan Sns, and shall treet.
Susan
access into Home
Ranch from South Coast Drive
Susan Street Offramp
Provided that all necessary local, State and Federal approvals for the Susan Street Offramp
project are obtained, OWNER tinshall dedicate ityland for standardsnof as Susad fund ll cost of n Street exit amploff the ney�
inspection and construction, pursuant
northbound 1-405/Harbor Boulevard offramp collector/distributor road.
Future Unanticipated Right -01 -Way Needs
If, during the term of Lhis Agreement, the City determines that additional right-of-way within the
Project boundaries is needed for the construction of street improvements that are- not now
anticipated by the FEIR or the City General Plan in effect on the Effective Date, OWNER agrees
that, if it is still owned by OWNER at the time such need is established, OWNER shall transfer
such right-of-way to CITY, OVA-IER agrees that the fair market value of any such right-of-way,
shall be the lesser of (1) the fair market value on the Effective Date, adjusted by the Consumer
Price Index for all Urban Consumers for the Los Angeles Metropolitan Area, Base Year 1982-
84=100 but not exceeding 4% annually or (2) the fair market value at the time of conveyance.
For purposes of this provision the Project is bounded by Fairview, Sunflower, Harbor= and the
405 h-eeway and extend: t -o the -centerline of each.
Q, QuItttral Res a rres
a n M744002
OXkNF_R, shall preserve the Seg
erstrom home, guesthouse, garage, and barn on a parcel of land,
which shall be set aside in perpetuity for historic resource preset-vauon.
OWNER shall dedicate to �l} a nonprofit foundation ncreas do+o any
a by of
°`n' c� 5 titation
City of Costa Mesa, or (3) another governmentagency
«ath U \V N ER, a min imurn 1.5 acre parcel of land t o allow tor:
Preservation of the buildings as stated above (including possible relocation of the
barn within the site)
• Public assembly areas
• Parking
• Passive public recreation
Since this historic area is adjacent to OW1`4ER's business offices, City agrees that all
management and use of the historic arca shall be performed in a manner that does not disrupt the
erations of OWNER. City also agrees,- that all development rights of
day to day business oproperty
OWNER, including square footage Rart h trip budget,
site scsih ^r the 7f South Coast ❑ridve a df east
trans ferred to the remainder of the rlo P
of the proposed Susan Street. If the barn is relocated, OWNER shall pay the east of such
relocation.
As determined by City in cor`5ll14 �`o��tedt[ �yNn iRtytht oFOtopertY may be WNER or ded cat d,�at no cost, t,Sta
Vnanaged by a private foundation
the City of Costa Mesa or other- designated government agency .
The historic site shall be open for public use and access for special events and docent -led tours,
within five years of the date of recordation of this Agreement, or at the time development
immediately adjacent to the historic site occurs, whichever comes first. A plan for public use
and access shall be approved by the City if the property is owned by a nonprofit entity.
Within the five-year period following recordation of this Agreement, an endowment of 5250,000
shall be established by OWNER for the purpose of forming a nonprofit foundation whose
responsibility %vi11 be to manage the Historic site. The board of directors of the foundation shall
consist of five (5) members, three (3) appointed by the City and two (2) appointed by the
Segerstrorn family. The endowment shall be used to cover such expenses as the cost of
maintenance and operation, historic presel-vatioa and listing of the property on the State Registry
This endowment shall constitute the full extent of owNER's monetary obligation for the long,
term preservation of the Historic site.
O\VNIER shall fully fund the cost to create a preservation plan to maintain the Historic site, and
.;uch plan shall be completed within five years of recordation of this Agreement. (Approximate
value - S 10,000)
Until such time as the endowment is made and the managing entity formed, OWNER shall
maintain the site and its improvements (the home, guest house, garage, arra barn) in good
condition and fund all maintenance -costs. -
4010744DvI2 — ��
OWNER or homebuilder shall pay the full amount of park dedication in -lieu fees associated with
residential development. Dedication of the 1.5 acres of land for cultural resources shall not be
used as a credit against applicable in -lieu fees or parkland dedication requirements.
The City acknowledges on-going discussions between the OiVNER and the Mesa Consolidated
•,, ;tier District (ivlVinU) regarding the possible placement of an underground reservoir within the
area adjacent to the Historic site as identified herein. In the event any portion of the area adjacent
to the Historic site is conveyed by unforced sale to MCNkD for such reservoir, OWNER or
N4C%V. D shall, prior to such conveyance, obtain approval from the City for all aspects of the
design and construction of such facilities. In addition, as conditions of any such unforced sale.
OWNER and MCWD shall provide that (i) the reservoir be placed below grade unless tlhe City
agrees otherwise and (ii) the surface area overlying the underground reservoir be dedicated to tlhe
CITY for use by the CITY for recreational and similar purposes. City agrees, that all
development rights of OWNER, including square footage and trip budget, for property
t:•ansferred to MCWD, shall be transferred to the remainder of the Home Ranch project site south
of South Coast Drive and east of the proposed Susan Street.
if the conveyance to MCWD is not completed or in escrow within eight (8) years of the Effective
Date, OWNER shall dedicate an additional 1.5 acres adjacent to the Historic site, to the entity
which then owns and operates the Historic site, for the purpose of expanding the Historic site
area and creating more public open space. This entity will be (1) a nonprofit foundation
unrelated to any entity of OWNER, (2) the City of Costa Mesa, or (3) another government
agency as determined by City in consultation with OWNER. CITY agrees, that all development
rights of OWNER, including square footage and trip budget, for the property dedicated, shall be
transferred to the remainder of the Home Ranch project site south of South Coast Drive and cast
of the proposed Susan Street.
C. Contribution to Edntational Advancement for Costa Mesa Students
OWNER commits to fund expanded educational opportunities and facilities for Costa Mesa and
Estancia High Schools and TeWinkle Middle School. OWNER contributions to expanded
education opportunities shall be used for programs or capital facilities to exclusively benefit
Costa Mesa students. Funding identified in the following shall not be used to supplant existing
educational funding provided by the Newport Mesa Unified School District (NMUSD) nor
capital construction/renovation as authorized by local voters in approval of Measure A. Funding
shall be in addition to, rather than in -lieu of, statutory school OWNER fees.
Concurrently with the issuance of the first Building Permit for the Project, OWNER shall
conti7bute a total of $2,000,000 for educational advancement opportutikies and facilities. The
contribution shall initially be paid to the CITY and held by the CITY in a separate account
earmarked for these purposes_ Fifty percent (50%) of such funds shall go toward
Estancia/TeWinkle school prograrns/facilities and fifty percent (50%) toward Costa Mesa high
school programs/facilities.
Within one year of the recordation of this Agreement, the City of Costa Mesa, in cooperation
with OWNER and the schools, shall identify an existing Foundation or Foundations or establish
a new Foundation or Foundations to }}'hick ►=pis %:ducational contribution will be commiucd. The
City of Costa Mesa shall enter into such agreements as may be necessary with the identified
40l(17440V12
Foundation or Foundations to ensure that the proceeds identified above Will 'oc used to the
exclusive benefit of Costa Mesa students.
D. ContriAthlctic Facilities
Concurrently •vith issuance of the first Building Permit for the Project, 0`<'JNER shall contribute
a total of $250,000 to the Costa Mesa Community Athletic Foundation for purposes of helping
the Foundation fund a new aquatic complex at Costa P9esa High School and a ne%v stadium
complex at Estancia High School.
E. Contribution To Restor:�tion of Huscroft House
Within ninety days (90) of the issuance of the first Building Permit for the Project, ONVNER
shall contribute a total of $200,000 to CITY to help fund the transport of the Huscroft house to a
permanent location and provide for its restoration.
F. Residential Cord anent
QWNER shall construct only owner occupied attached or detached housing within the residential
portion of the project, and shall comply with existing zoning on the 16 -acre residential portion of
the project at an average density of I2 units per gross acre.
On that portion of the residential site which .%-ill be detached, si- fGrnily homes, the rninimuni
lot size shall be consistent with City standards adopted by the Costa Mesa City Council on lune
18, 2001, and effective July 18, 2001, for small lot single family homes. However, town home
style housing may be 3 stories, not exceeding 50 feet in height.
G. Fre Station
Development of Home Ranch incrementally increases the demand for City fire suppression and
emergency medical services in the northwest area of the community. To meet the increased
demand, a fire suppression impact fee of $0.285 per square foot of gross building floor area shall
be paid prior to the issuance of Building Permits for each building. However, since the need for a
fire station may occur prior to collection of any substantial portion of the fees, or build -out of
Home Ranch, OWNER shall be responsible for the following:
• Land — Within 3 years of execution of this Agreement, City shall complete a fire
suppression study and determine whether a new fire station is needed in the Home
Ranch area. If it is determined that such a facility is needed, OWNER shall dedicate,
at no cost to the City, a maximum 30,000 square foot parcel of undeveloped land
owned by OWNER, acceptable to CITY, either within Home Ranch or the nearby
vicinity, for a future fire station. City agrees that all development rights, including
square footage and trip budget, for any property conveyed for afire facility, shall be
transferred to the remainder of the Home Ranch project area south of South Coast
Drive and east of the proposed Susan Street. if it is determined that such a facility is
not needed or no determination is made within the 3 year period, OWNER's
obligation to dedicate land for t �' `1; ility ss%all terminate and OWNER may proceed
to dn,elop all of its property according to its zoning. In addition, if a determination
of need is made but construction of the facility is not commenced within 5 years of
4111�:stpv[2 — lO
after
ation, the property dedicated shall be conveyedaccts ding to
zan ng, Any
such determtn proceed to develop such property
which syn MR maY
dicatian and conveyance shall be the sole rinds specified above. lity of }��maY
costs of such de subject to the time pe P
The City, at its sole discretion, and sub)
ILI
des
eiinine when dedication is necessary 1Owritten notice to110� 4j MR of the need for
City shall provide six months advance
dedication-
stXnctian - tes a minimum fl-ve
The City's Fire Departmentdedt toaccommodatefuture'
• Building COn will be nee
thousand squame foot fire station building
e ui ment and personnel- Since the architectural $500,0x4 of the cost of
Suppression q P R shall be respans
cost is unknown at this time, ❑� a ens shall be
building construction and site improvement, less �i credit For all file, impact fees poi
' Home Ranch up to �e date of fire statinn cons or to the date CITY�:�sues constructivF}
in a ments would
made to CITY no later than icn (lroe sssfor the fire facility. Thest p Y
documents initiating the bidding p Etre irn act, lees fair the balance or
P
satisfy any remaining obligation tO shall make this payment without regard to
development in Home Ranch. O wired for the fire
whether the above -referenced dedication of land is ultimately req
station.
Sales and Use Tax GuARrar+tee
1 g months a€tez issuance of the Certiretailer}ithin the Prfor
occt, fand
Commencing eighteen ( ) or such comp=bje
Cornm nci ry retail building (i.e. IEA ears, OW i�TER or their designeelassignee, shall
non-ancontinuing annually thereafter for up to five () Y
�,hich money Will be used as deemed
pay the City The amounts identified in the table belay,
ho-'vever, shall receive credit %r annual
the Costa Mesa City Council. pWNTR,
appropriate by all businesses located within Home Ranch. Said credit
Home Ranch businesses
sales and use tax revenues generated by use2 months} for which tomple;e State Board
all be based as the City's share ❑£ safes auadrters (Ixes generated by sales and
shall receding q
during the last four, immediately p Sales and Use Tax Guarantee year the
signee
of Bquaiization records arc available. If in any
do not meet the amounts identified in tequalto•til difference. At sucheeltime as
use tax revenues Guarantee payrnent) to the City eel
shall make a payment ( ents from OWNER or
the
total amount of sales and use tax revenu 00 even f achieved in less than 5 years,
Bement terminate and no fl�rther Guarantee Payments
designeelassignee, received by the City, rear$5X0,
the obligations under T this
is s ct'On ,000). of the
shall be required.
------------
Szaks and Z Ise Tax Yearly Amount
Guarantee Year } Guaranteed
1
$750,000
2
$750,000
3
$1,000,000
4
$1,250,000
�$
$1,250,000
Total
$5,000,000
._—I Z --
AAIna?auiuj]
Cumulative
Amount
Guaranteed at
Year End
$750,000
$1,500,000
$2,500,000
$3,750,000
$5,000,000
$5,000,000
a *. !
EXETA1T G
PROJECT FAR AND TRWBUDGET
industrial
Residential
TOTAL:
0.40
12 du/acre l 102 l 130
1 Trip Budget for office and industrial is a combined budget.
--1-5-
A 0 1 n74404L-1 2
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A01n7dd04L•l2
1738 1 2130
ATTACHMENT 6
June 1, 2016
Mayor Steven Mensinger; and,
Members of the City Council
CITY OF COSTA MESA
77 Fair Drive
Costa Mesa, CA 92628-1200
Subject: General Plan Amendment Screening Request
STEELW"E- Former Emulex Site
3333 Susan Street, Costa Mesa
Honorable Mayor and Council Members:
Steelwave, LLC, and its partners, purchased the former Emulex Corporate
headquarters property in October 2015. Currently developed with three two story office
buildings, and a fourth approved but not yet built. Emulex Corporation sold its property
upon being acquired by another business and has vacated two of three buildings. As
such, Steelwave proposes to remodel this campus of three office buildings and attract
new jobs and businesses.
As the new property owner, Steelwave is excited about this opportunity to enhance the
property by replacing the fourth "future office building" with a hotel and dining/retail
building on the remaining 3.2 acres fronting South Coast Drive. As currently approved,
we can immediately proceed and build a fourth office building, however, we believe the
surrounding area will have an abundance of office space but lack commercial services
for employees and business visitors. This proposal will address that need.
Attached is our "concept" plan depicting a four story hotel consisting of approximately
128-130 rooms, with a dining/retail building serving our office campus and neighboring
properties. In particular, we wish to provide a full service dining restaurant, cafe, quick
serve restaurant for outdoor dining, and specialty retail in freestanding theme structures.
Our vision is similar to the "SOCO" center dining experience or that of "The Camp". The
total office, hotel, and commercial floor area is slightly greater than that allowed in the
current General Plan, which necessitates the need for a General Plan Amendment from
.40 FAR to .45 FAR on the overall site. Additionally, implementing amendments would
be needed to the applicable specific plan, zoning, and development agreement, as
follows:
2050 Main Street, Suite 830, Irvine CA 92614 1 PH 949-863-0390 1 WEB SteelWaveLLC.com
—%Q
General Plan Amendment Screening
Steelwave- Former Emulex Site
3333 Susan Street, Costa Mesa
Page. 2
REQUESTS
• General Plan Amendment — to increase the "floor -to -area" ratio on 14.25 acres
(620,730 s.f.) of property from 0.40 FAR to 0.45 FAR, moderate traffic
generation, thereby allowing limited commercial services such as a
hotel/restaurants/retail uses on the remaining 3.2 acre vacant parcel that is
currently approved for construction of a fourth office building.
• Amend North Costa Mesa Specific Plan- revisions to "trip budget, building
height, and building square footage" assigned to this property.
• Zone chane from PDI- Planned Development Industrial to PDC- Planned
Development_ _Commercial - 14.25 acres site- Allows new proposed uses and
general office uses.
• Amend Home Ranch DA # 00-01/ Ord. 01-29- only the "Industrial Portion" 14.25
acres (former Emulex site) in the development agreement.
Development Project as a subsequent application:
• Master Development Plan- future design submittal for the hotel and dining/retail
uses on the 3.25 acres vacant site.
PUBLIC BENEFITS
Replacement of future office space with a hotel, restaurants, and specialty retail would
generate new "transient occupancy tax" and "sales tax" along with providing local
services to employers and employees in the immediate area. The ability to walk to lunch
from office buildings, or stay in a hotel adjacent to businesses north of the freeway,
would be a great benefit to the area. Overall, we view this proposal, versus our current
approved plan, as a "win" for the community, businesses, and employees in the area.
2050 Main Street, Suite 830, Irvine CA 92614 ; PH 949-863-0390 1 WEB SteelWavel_t-C.COm
— 1�5—
�j
TE E L W A V
While we recognize you are in the process of adopting a comprehensive General Plan
update, our request is an insignificant amendment to create a better plan that
represents good planning for the area. Therefore, we respectfully request your support
to authorize staff to process our General Plan Amendment application.
Sincerely,
Seth Hiromura
Managing Director
Acquisitions and Development
Attachments:
Concept site plan
Traffic Study
2050 Main 5treet, Suite a30, Irvine CA 92614 1 Ph 949-863-0390 1 WEB SteelWaveLLC.com
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Costa Mesa Design District Design Package
3333 SOUTH SUSAN
COSTA MESA, CALIFORNIA
IRV15-0133-00
CONCEPTUAL DESIGN
02.12.2016
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3333 SOUTH SUSAN STREET
COSTA MESA, CA
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PROJECT DATA:
SITE AREA: 14.25 AC
(620,730 SF)
TOTAL BUILDING AREA: 281,879 GFA
Existing Office: 180,0000 SF
4 -story Hotel: 62,524 SF
Retail: 19,355 SF
F.A.R. 0.45
PARKING REQUIRED: 884 STALLS
Existing Office: 180,0000 SF 93.5/1000 = 630 Stalls
4 -Story Hotel: 128 Keys @ 1/Key = 128 Stalls
Retail:
Office: 8,254 SF @ 4/1000 = 33 Stalls
Coffee Shop: 3,499 SF @ 10/1000 = 35 Stalls
Kitchen: 2,141 SF @ 5/1000 = 11 Stalls
Restaurant: 3,861 @ 10/1000 = 39 Stalls—
Mlnl - Retail: 1,600 SF @ 5/1000 = 8 Stalls"
"Assumed square footage is nighttime use.
TOTAL PARKING PROVIDED: 777 STALLS
Existing Office: 630 Stalls @ 3.5/1000
Hotel : 128 Stalls
(Assume 71 shared Hotel Stalls)
Retail: 126 Stalls (47 Are assumed nighttime use)
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EXTERIOR DESIGN
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SECOND FLOOR DECK—
area:
ECK—area: 1495 SQ. FT.
SECOND FLOOR OFFICE---,
area: 7755 SQ. FT.
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EXTERIOR DESIGN
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3333 SOUTH SUSAN STREET
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3333 SOUTH SUSAN STREET
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STE E LWAVE 3333 SOUTH SUSAN STREET IRV15-0133-00 SHEET
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Southeast View of Shipping Container Mall Entry
EXTERIOR DESIGN
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3333 SOUTH SUSAN STREET IV] 5-0133-00 SHEET
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EXTERIOR DESIGN _ Rendered Perspective View
STE E LW A V E 3333 SOUTHCOSTA MESA, CA NV RE M LCOMB 02.112. 120 16 S 11 T
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Northeast View of Shipping Container Mali
EXTERIOR DESIGN _ Rendered Perspective View
STE E LW A V E 3333 SOUTHCOSTA MESA, CA NV RE M LCOMB 02.112. 120 16 S 11 T
Southeast View of Shipping Container Mall
EXTERIOR DESIGN Rendered Perspective View
S T E E LWAV E 3333 SOUTH SUSAN STREET IRV15-0133-00 SHEET
COSTA MESA, CA WARE MALCOMB 02.12.2016 12
Southeast View of Shipping Container Mall
S T E E LWAV E
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EXTERIOR DESIGN
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Rendered Perspective View
3333 SOUTH SUSAN STREET
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EXTERIOR DESIGN
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3333 SOUTH SUSAN STREET IRV15-0133-00 SHEET
COSTA MESA. CA WARE MALCOMB 02.12.2016 14
Southeast View of Hotel Beyond
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EXTERIOR DESIGN Rendered Perspective of Hotel
3333 SOUTH SUSAN STREET
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