HomeMy WebLinkAbout63 - OB-1 - Attachment 1 - 9/20/2016ATTACHMENT 1
AN ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF COSTA MESA, CALIFORNIA, ADOPTING
DA -16-03 APPROVING A FOURTH AMENDMENT TO
THE SEGERSTROM HOME RANCH
DEVELOPMENT AGREEMENT NO. DA -00-01
THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HERESY
ORDAIN AS FOLLOWS:
Section 1. The City Council of the City of Costa Mesa, California, does
hereby find and declare as follows:
1. On or about December 3, 2001, the City Council of the City of Costa
Mesa adopted Ordinance No. 01-29 approving Development Agreement
DA -00-01 for the Segerstrom Home Ranch Project;
2. Public hearings have been held before this City Council pursuant
to the procedures described in Council Resolution No. 88-53. At
these hearings, the City Council considered the evidence, the
testimony presented by the public, and the Planning Commission's
recommendation regarding the proposed Amendments to
Development Agreement DA -00-02 between the City of Costa
Mesa and South Coast Plaza, a California general partnership
("Owner")
3. On September 15, 2003, the City Council of the City of Costa Mesa
adopted Ordinance No. 03-9 approving the first amendment to the
Development Agreement DA -00-01 for the Segerstrom Home Ranch
Project relating to surplus transportation fees and the Huscroft House
contribution;
4. On March 20, 2007, the City Council of the City of Costa Mesa adopted
Ordinance No. 07-5 approving the second amendment to the
Development Agreement for the Segerstrom Home Ranch Project
relating to the Susan Street Exit Ramp Project;
-5-
5. On July 20, 2010, the City Council of the City of Costa Mesa adopted
Ordinance No. 10-08 approving the third amendment to the
Development Agreement for the Home Ranch Project relating to terms
of the agreement and historic properties;
6. On September 6, 2016 pursuant to the procedures described in Council
Resolution No. 88-53, a public hearing was conducted for the fourth
amendment. At this hearing, the City Council considered the evidence,
the testimony presented by the public regarding the proposed Fourth
Amendment to Development Agreement DA -00-01 between the City of
Costa Mesa and C.J. Segerstrom & Sons, Henry T. Segerstrom
Properties LLC, a California limited liability company, and Ruth Ann
Moriarty Properties LLC, a California limited liability company
(collectively referred to as "CJS').
7. The proposed amendment was considered based on the following
criteria:
(a) Is consistent with the General Plan and the North Costa Mesa
Specific Plan;
(b) Is compatible with the uses authorized in, and the existing land
use regulations prescribed for, the zoning districts in which the
real property covered by the Amendment to the Development
Agreement are located; and
(c) Is in conformity with and will promote the public necessity, and
public convenience, general welfare, and good land use practices.
8. The Fourth Amendment to the Development Agreement will not:
(a) Be detrimental to the public's health, safety and general welfare; nor
(b) Adversely affect the orderly development of the property.
9. The Fourth Amendment to the Development Agreement will promote
and encourage the development of the proposed project by providing
stability and certainty to the Owner, and will provide to the City and its
citizens the public benefits promised in the Development Agreement
and subsequent Amendments thereto.
Q.
10, The project has been reviewed for compliance with the California
Environmental Quality Act (CEQA), the CEQA Guidelines, and the City
environmental procedures. The proposed changes to the agreement are
consistent with the Segerstrom Home Ranch Environmental Impact
Report, SCH No. 2000071050, November 2001, the North Costa Mesa
Specific Plan and General Plan. Specifically, the majority of the changes
involve clean-up of inconsistencies. Additionally, the original EIR
analyzed the entire property, including the 10,000 sq. ft. incorporated into
this amendment. Finally, all traffic impacts have been reviewed with the
City of Costa Mesa General Plan Environmental Impact Report, SCH No.
2015111053, June 2016. Therefore, the relevant environmental analysis
contained in the previously -approved environmental documents is still
valid, and no further environmental review is required.
Section 2. The City Council hereby approves, adopts and enters into the Fourth
Amendment to the Development Agreement DA -001-01 (DA -16-03) in the form
attached hereto and incorporates the First, Second and Third Amendment herein by
this reference.
Upon execution of the Fourth Amendment by all parties, the City Clerk is directed
to record the Fourth Amendment pursuant to the City of Costa Mesa Development
Agreement Procedures and Requirements,
Section 3. Publication.
This Ordinance shall take effect and be in full force and effect thirty (30)
days from and after its passage and, before the expiration of fifteen (15)
days after its passage, shall be published once in the NEWPORT BEACH -
COSTA MESA DAILY PILOT, a newspaper of general circulation printed and
published in the City of Costa Mesa, or, in the alternative, the City Clerk
may cause to be published a summary of this Ordinance and a certified copy
of the text of this Ordinance shall be posted in the office of the City Clerk five
(5) days prior to the date of adoption of this Ordinance, and within fifteen (
15) days after adoption, the City Clerk shall cause to be published the
aforementioned summary and shall post in the office of the City Clerk a
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certified copy of this Ordinance together with the names of the members of the
City Council voting for and against the same.
PASSED AND ADOPTED this day of , 2016
Mayor of the City of Costa Mesa
STATE OF CALIFORNIA )
COUNTY OF COSTA MESA )
CITY OF COSTA MESA )
I, BRENDA GREEN, City Clerk of the City of Costa Mesa, California, do hereby
certify that the foregoing Ordinance was introduced at the regular meeting of the City
Council held on the day of , 2016, and thereafter at the regular meeting of
said City Council duly held on the day of , 2016, was duly passed and
adopted by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Brenda Green
City Clerk of the City of Costa Mesa
EXHIBIT 1
FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
DRAFT ORDINANCE
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
CITY OF COSTA MESA
77 Fair Drive
Costa Mesa, CA 92626
Attn: CITY Cleric
(Space Above nus Line for Recorder's Use)
This Fourth Amendment to the Development Agreement for
Home Ranch Development Property is recorded at the request
and for the benefit of the CITY of Costa Mesa and is exempt
from the payment of a recording fee pursuant to Government
Code § 6103
FOURTH AMENDMENT TO THE
DEVELOPMENT AGREEMENT FOR
HOME RANCH
by and between
CITY OF COSTA MESA
and
C.J. SEGERSTROM & SONS, HENRY T. SEGERSTROM PROPERTIES LLC AND RUTH
ANN MORIARTY PROPERTIES, LLC
DA -00-01
Ordinance No. 0 1 -29
Fourth ,mend to Hone Ranch Dev Agreement 11 —
FOURTH AMENDMENT TO THE
DEVELOPMENT AGREEMENT FOR HOME RANCH
THIS FOURTH AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR
HOME RANCH (the "Amendment") is executed this day of 2016, by
and between The City of Costa Mesa, a Municipal Corporation of the State of California (the
"City"), and C.J. Segerstrom & Sons, a California general partnership, Henry T. Segerstrom
Properties, LLC, a California limited liability company, and Ruth Ann Moriarty Properties, LLC,
a California limited liability company (collectively, "CJS"), with respect to the following:
RECITALS
A. City and CJS entered into that certain Development Agreement for Home
Ranch executed March 20, 2002 (the "Original Agreement"), as amended by that certain First
Amendment to the Development Agreement for Home Ranch effective October 15, 2003 (the
"First Amendment"), that certain Second Amendment to the Development Agreement for
Home Ranch executed April 3, 2007 (the "Second Amendment"), and that certain Third
Amendment to the Development Agreement for Home Ranch dated August 3, 2010 (the "Third
Amendment"), The Original Agreement, First Amendment, Second Amendment and Third
Amendment were recorded in the Official Records of Orange County, California (the "County
Records") as Instrument Nos. 20020229863, 2007000267971, 2007000267970 and
2010000418498, respectively, and are herein referred to collectively as the "Development
Agreement."
B. The Development Agreement covers certain Property as defined in
Exhibits A and B to the Original Agreement. This original definition of the Property excluded
land adjacent to the 405 Freeway conveyed by CJS to the State of California consisting of
approximately 4.47 acres (the "State Land"). However, the acreage numbers and maximum
allowable square footage given for the Office Portion of the Property in the Original Agreement,
the Second Amendment, and the City's general plan in effect as of the date of the Original
Agreement (as well as in the City's current general plan) included the State Land. The
inconsistency in the Development Agreement creates uncertainty with respect to the development
entitlements applicable to the State Land.
C. Approximately 10,000 square feet of land as more particularly described
on Exhibit AA attached hereto (the "Water District Parcel") was not included in the Property
covered by the Development Agreement because it was under a long term lease to the Mesa
Consolidated Water District ("MCWD") and MCWD intended to acquire the Water District
Parcel, The Original Agreement called for the development rights, including square footage and
trip budget, for any portion transferred to MCWD to be utilized by the Office Portion of the
Property south of South Coast Drive and east of Susan Street. The lease with MCWD has since
terminated, MCWD has abandoned the Water District Parcel altogether, and CJS still owns the
Water District Parcel.
D. CJS transferred the entire Industrial Portion to Emulex Corporation and, in
connection therewith, transferred to Emulex 376 a.m. and 362 p.m. peak trips from the Trip
Budget for the combined Office and Industrial Portions of the Home Ranch. This assignment is
Fourth Amend to Home Ranch Dev Agreement — 1 2
reflected in that certain partial assignment executed by CJS, Emulex and the City, recorded as
Instrument No. 2004000089554 in the County Records.
E. CJS transferred to IKEA Property, Inc. that portion of the Office Portion
described as Parcel 2 of City of Costa Mesa Lot Line Adjustment No. LL - 02-01 recorded as
Instrument No. 20020581758 in the County Records and consisting of approximately 2.07 acres.
IKEA thereafter received a specific plan amendment (SP -03-02) reallocating said Parcel 2 out of
the Office Portion and into the Retail Portion for use as a parking lot. With this reallocation, the
entirety of the Office Portion is owned by CJS.
F. CJS requests this amendment to the Development Agreement to (i)
correct the inconsistency and clear up the uncertainty related to the State Land, (ii) add the Water
District Parcel to the Office Portion for all purposes, (iii) reflect the allocation in the Trip Budget
between the Office Portion and the Industrial Portion, (iv) update the description of the Office
Portion, and (v) otherwise ensure that the Development Agreement includes and references the
changes to the Home Ranch Project approved by the City.
G. This Amendment was approved by City of Costa Mesa Ordinance No.
adopted by the City Council on 2016, after the public notice and
public hearings required by law. The parties have executed this Amendment on the date
indicated above after the effective date of said Ordinance.
AGREEMENT
IN CONSIDERATION OF the foregoing Recitals, and for good and valuable
consideration, CJS and City agree as follows:
1. Effective Date. The effective date of this Amendment shall be the date this
Amendment was executed by the parties as indicated in the first sentence of this Amendment.
2. State Land Development Rights. All development rights for the State Land,
including without limitation square footage and trip budget, are transferred and belong to the
Office Portion south of South Coast Drive and east of Susan Street.
3. Water District Parcel. The Water District Parcel shall for all purposes be a part of
the Property and the Office Portion as those terms are used in the Development Agreement.
4. Definitions. The following terms in the Development Agreement shall have the
definitions as set forth below, which shall replace any previous definitions of the same term in
the Development Agreement:
A. "Property" shall mean that certain property on which the remainder of the
Home Ranch Project is to be located as more fully described in Exhibit AA and shown in the
map set forth on Exhibit BB both attached hereto, which reflects the property described in the
Original Agreement as reduced by those portions which have been developed and are no longer
included within the Project and as increased to include the Water District Parcel.
Fomth Amend to Home Ranch Dev Agreement — 1 3 —
B. "Existing Land Use Regulations" shall mean all Land Use Regulations in
effect as of the Effective Date of this Amendment and which are listed in Exhibit DD attached
hereto, or if both City and CJS subsequently agree in writing to amend the Land Use Regulations
at some future date, the term "Existing Land Use Regulations" shall mean the Land Use
Regulations in effect as of the effective date of such subsequent amendment of the Land Use
Regulations (which the parties shall endeavor to reflect in an updated Exhibit DD prepared and
exchanged between the parties).
C. "Home Ranch Project' or "Project' means the development of the
Property pursuant to the Existing Land Use Regulations, Existing Development Approvals, the
Future Development Approvals, and the terms of the Development Agreement. The Project
includes uses as more specifically described in the Existing Land Use Regulations.
5. Floor Area Ratio. The last sentence of Section 1.1(1) of the Original Agreement,
as previously modified in the Second Amendment, is further amended to read, in its entirety, as
follows:
"Project lot area is the total area of a project excluding required
dedications or reservations for public improvements such as, without
limitation, parks, schools, and flood control channels. Notwithstanding
anything to the contrary in the foregoing sentence, "project lot area" shall
include (A) the dedications to the State of California, or to the City for
ultimate conveyance to the State, provided for in paragraph 1 of the
Second Amendment to this Agreement, (B) the grant of easements to the
City for the City to operate and maintain that portion of Susan Street
located to the South of South Coast Drive, (C) the Fire Station Site, as that
term is defined in the Third Amendment to this Agreement, (D) the
Historic Site, as that term is defined in the Third Amendment to this
Agreement, (E) the State Land, as that term is defined in the Fourth
Amendment to this Agreement, or (F) any internal circulation roads. In
other words, in determining the permitted gross floor area of all buildings
within a project, the areas described in clauses (A) through (F) above may
be added to the project area under development as more fully described in
Section 1.1(r) of this Agreement."
6. Office Portion. Section 1.1(r) of the Original Agreement, as previously
modified in the Second Amendment, is further amended to read, in its entirety, as
follows:
"(r) The term "Office Portion" means that portion of the Project consisting of a
number of office buildings ranging in size up to maximum of five (5) stories, as
well as ancillary uses and parking structures, located south of South Coast Drive
between Susan Street and Fairview Road, whose cumulative gross floor area for
all buildings (excluding parking structures) will be approximately, but not exceed,
1,200,000 square feet, and whose combined FAR will not exceed 0.64 when
applied to all buildings (excluding parking structures) comprising the Office
Portion of the Project.
Fourth Amend to Home Ranch Dev Agreement —14—
"In determining the permitted gross floor area of all buildings (excluding
parking structures) within the Office Portion, the Office Portion shall be deemed
to consist of 43.57 acres. Said acreage is derived by including in the Office
Portion: (A) the Segerstrom Donation, as that term is defined in the Second
Amendment to this Agreement, (B) all portions of the Office Portion subject to an
easement in favor of the City for Susan Street, (C) the Fire Station Site, (D) the
Historic Site, (E) the State Land, and (F) all internal circulation roads.
"Notwithstanding anything to the contrary herein, it is understood that the
FAR for a project or parcel within the Office Portion may exceed 0.64 on the
acreage actually developed, but in no event shall the cumulative gross floor area
for all buildings (excluding parking structures) located within the Office Portion
exceed 1,200,000 square feet.
"CJS may allocate the FAR and Trip Budget for the Office Portion
disproportionately between different projects and parcels therein; provided
that neither the overall FAR nor overall Trip Budget for the Office Portion
exceeds its applicable maximum."
7. Trip Budget. The Trip Budget for the Office Portion shall be as provided in the
Existing Land Use Regulations, and Exhibit G to the Development Agreement is amended to
accord with the Existing Land Use Regulations as shown on the attached Exhibit GG.
8. Exhibits. The Exhibits attached to this Amendment are incorporated herein by
this reference.
9. Conflicts. Except as otherwise set forth herein to the contrary, all terms and
provisions of the Development Agreement shall remain unamended and continue in full force
and effect. This Amendment with the Development Agreement shall be construed together and
shall constitute one agreement. In the event of any inconsistency between this Amendment and
the Development Agreement, the provisions of this Amendment shall prevail.
10. Defined Terms. All capitalized terms used herein and not defined herein shall
bear the same meanings as set forth in the Development Agreement.
11. Counterparts. This Amendment may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all of which shall be deemed to constitute one
instrument. It shall not be necessary that all signatories execute the same counterpart(s) of this
Amendment for this Amendment to become effective.
[Signature Pages Follow]
Fourth Amend to Home Ranch Dev Agreement — 1 5 —
N WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to
the Development Agreement for Home Ranch as of the date first above written.
CITY OF COSTA MESA,
A municipal corporation
Mayor of Costa Mesa
ATTEST:
Deputy City Clerk and ex -officio Clerk
of the City of Costa Mesa
APPROVED AS TO FORM:
City Attorney, City of Costa Mesa
Fourth Amend to Home Ranch Dev Agreement —16—
C.J. SEGERSTROM & SONS, a California general
partnership
By Henry T. Segerstrom Management LLC, a
California limited liability company,
Manager
0.
By
Manager
Alternate Manager
AND
By HTS Management Co., Inc., a California
corporation, Manager
in
Title: Senior Vice President
HENRY T. SEGERSTROM PROPERTIES LLC,
a California limited liability company
By Henry T. Segerstrom Management LLC,
a California limited liability company,
Manager
Title
RUTH ANN MORIARTY PROPERTIES LLC,
a California limited liability company
M
Its:
Fourth .Amend to Home Ranch Dev Agreement —17—
EXHIBIT AA
LEGAL DESCRIPTION OF THE PROPERTY
The following described real property in the City of Costa Mesa, County of Orange, State of
California:
Parcel A (Existing Corporate Offices Corner of Fairview and South Coast Drive)
Parcel 1 as shown on Parcel Map 84-379 recorded as Instrument Number 84-527385 in Book
194, Page 14 of Parcel Maps, in the office of the County Recorder of said County
Parcel B (Undeveloped)
Parcel 3, as shown on Lot Line Adjustment No. 02-01, recorded July 11, 2002 as Instrument No.
20020581758, Official Records.
Excepting therefrom Parcels 102447-01. 102447-02 and 102447-03 as described in that certain
Grant Deed to the State of California, recorded as Instrument Number 2008000145058 of
Official Records, in the Office of the County Recorder of said County.
Parcel C/Nater District Parcel (Undeveloped)
Parcel 2 as shown on Parcel Map 84-379 recorded as Instrument Number 84-527385 in Book
194, Page 14 of Parcel Maps in the office of the County Recorder of said County.
Fourth Amend to Home Ranch Dev Ageement —18—
EXHIBIT BB
DEPICTION OF THE PROPERTY
Fourth Amend to Home Ranch Dev Agreement — 1 9
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EXHIBIT DD
EXISTING LAND USE REGULATIONS
1. 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 Codes)
4. All other ordinances, resolutions, regulations, and official policies governing land use
development and building construction.
5. Resolution No. 88-53, A Resolution of the CITY Council of the CITY of Costa Mesa,
California Establishing Procedures and Requirements for Consideration of Development
Agreements.
THE APPLICABLE VERSIONS OF THESE DOCUMENTS ARE THOSE N EFFECT ON
THE EFFECTIVE DATE OF THIS AMENDMENT. COPIES OF THE EXISTING LAND USE
REGULATIONS LISTED ABOVE ARE ON FILE N THE CITY PLANNING
DEPARTMENT.
Fourth :mend to Home Ranch Dev Agreement — 2 I
EXHIBIT GG
PROJECT FAR AND TRIP BUDGET
PORTION OF FAR/DENSITY
PROJECT
TRIP BUDGET
A.M.
TRIP BUDGET
P.M.
RETAIL (IKEA) 0.37
43
431
OFFICE 0.64
1,860
1,788
NDUSTRIAL 0.40
376
362
RESIDENTIAL 12 DU/ACRE
102
130
TOTAL
2,381
2,711
Fourth A mand to Home Ranch Dev Ao eemenll —22-
COUNTY OF ORANGE
STATE OF CALIFORNIA
On , 20_ before me, , Notary
Public, personally appeared who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
Fourth Amend to Home Ranch Dev A;reement —23—
STATE OF CALIFORNIA
COUNTY OF ORANGE
On 20 before me, ,
Notary Public, personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
—24—
Fourth Amend to Home Ranch Dev Agreement
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On 20 before me, ,
Notary Public, personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the taws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
Fourth Amend to Home Ranch Dev Agreement —25—
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 20_ before me, ,
Notary Public, personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
—26—
Fourth Amend to Home Ranch Dev Agreement
STATE OF CALIFORNIA
COUNTY OF ORANGE
On 20 before me, 1
Notary Public, personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
Fourth Amend to Home Ranch Dev Aa eement —27—
STATE OF _
COUNTY OF
On , 20_ before me, ,
Notary Public, personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is hue and correct.
WITNESS my hand and official seal.
Signature
(Seal)
Fourth Amend to Home Ranch Dev Ao eement —28—