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HomeMy WebLinkAbout14 - PH-2 - Fourth Amendment to Development Agreemen - 9/6/2016CITY COUNCIL AGENDA REPORT MEETING DATE: SEPTEMBER 06, 2016 ITEM NUMBER: PH -2 SUBJECT: FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT DA -00-01 (DA -16-03) FOR HOME RANCH DATE: AUGUST 25, 2016 FROM: PLANNING DIVISION / DEVELOPMENT SERVICES DEPARTMENT PRESENTATION BY: MINOO ASHABI, PRINCIPAL PLANNER FOR FURTHER INFORMATION CONTACT: MINOO ASHABI, AIA (714) 754-5610 minoo.ashabi@costamesaca.gov DESCRIPTION The request is the fourth amendment to Development Agreement DA -00-01 (Home Ranch) to address the following: • Correct the inconsistency and clear up the uncertainty related to the State dedicated Land; • Add the 10,000 SF Water District Parcel to the Office Portion for all purposes; • Reflect the allocation in the Trip Budget between the Office Portion and the Industrial Portion; • Update the description of the Office Portion; and, • Ensure that the Development Agreement includes and references the changes to the Home Ranch Project approved by the City. APPLICANT Justin McCusker of C.J. Segerstrom and Sons (CJS). RECOMMENDATION Planning Commission recommended that City Council give first reading of the Ordinance approving Fourth Amendment to Home Ranch Development Agreement. BACKGROUND Segerstrom Home Ranch is generally located north of the Interstate 1-405, east of Harbor Boulevard, and south of Sunflower Avenue. The Home Ranch development project was approved in November 2001, and presently contains IKEA, Emulex, and the Providence Park residential development (143 units). The development of office uses in the southeast quadrant of Susan Street and South Coast Drive intersection is pending. Development Agreement DA -00-01 for Home Ranch was adopted by City Council on December 3, 2001. The following three amendments have been approved since the original document was executed: • First amendment approved in 2003 related to surplus transportation fees and the Huscroft House contribution; • Second amendment approved in 2007 that excluded the approximate 1.3 acre - segment of the exit ramp between the 1-405 North distributor road and the IKEA driveway intersection; and, • Third amendment approved in July 2010 extended the DA for 13 additional years, increased the future Fire Station site from 30,000 to 40,000 square feet and identifies a location on South Coast Drive, prepayement of the remainder of the fire impact fee in the amount of $264,210.83, and deferred ultimate disposition of historic structures for 50 years and deposit and establishment of a historic preservation (?) account. The original Development Agreement and Subsequent Amendments are available as Attachment 2 of Planning Commission report at the following link: http://www.costamesaca.gov/ftp/planninqcommission/agenda/2016/2016-08-22/PH- 2.pdf ANALYSIS Proposed Fourth Amendment to Development Agreement DA -00-01 (DA -16-03) The applicant proposes an amendment to the development agreement to make it consistent with the approved 2015-2035 General Plan Update and to reflect the entitlement options that were adopted with the North Costa Mesa Specific Plan Amendment. The proposed amendment provides the following: • Accurately refer to the dedication area to the State of California and correct the inconsistencies related to freeway improvements; • Add the Water District Parcel to the Office Portion for all calculation purposes; • Reflect the allocation in the Trip Budget between the Office Portion and the Industrial Portion; • Update the description of the Office Portion; and, • Ensure that the Development Agreement includes and references the changes to the Home Ranch project approved by the City. Each of these issues are discussed in more detail below: 1) Freeway Improvements -- The first proposed change would eliminate 4.47 acres of land from the definition of "Property" that CJS dedicated to the State of California for freeway improvements. 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. 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. Thus, the proposed modification would resolve these inconsistencies. 2) Water District Parcel — The second proposal would add the 10,000 sq.ft. Water District Parcel. Approximately 10,000 square feet of land as more particularly described in Exhibit AA of the Development Agreement was not included in the Segerstrom Home Ranch property covered by the Development Agreement because it was under a long term lease with the Mesa Consolidated Water District ("MCWD"). 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; therefore, the parcel is being requested to be included in the Home Ranch site areas, but not for the purposes of changing any maximum FAR or square footage. 3) Emulex Property — The third proposed change would adjust subarea trip budgets for CJS transfer of property. CJS transferred the entire Industrial Portion to Emulex Corporation. This includes the transfer of 376 a.m. and 362 p.m. peak trips from the Trip Budget for the combined Office and Industrial Portions of the Home Ranch to Emulex. This assignment is reflected in that certain partial assignment executed by CJS, Emulex and the City, recorded as Instrument No. 2004000089554 in the County Records. 4) IKEA -- 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. Justifications for Approval Because this amendment will not increase the maximum allowable traffic generation, and it is consistent with the goals of recently adopted general plan, the applicant is not proposing additional public benefits in exchange for the proposed amendment to the development agreement. Any change to the public benefits section of the development agreement is considered a policy decision by the City Council. State Law requires that amendments to Development Agreements be adopted by Ordinance. The attached Planning Commission resolution includes recommendations for the approval of the Ordinance. Following are justifications for approval of the proposed project: • Proposal does not involve any material changes to the maximum allowable traffic generation beyond the currently established trip budgets for Segerstrom Home Ranch as adopted by 2015-2035 General Plan. The site has established maximum trip budgets for the AM Peak Hour and PM peak hour. Future proposed development of commercial office buildings, hotels, mixed-use high rise residential buildings, etc. shall be required to comply with Specific Plan and the maximum trip budgets. Other than incorporating the Specific Plan entitlements and, the changes to the development agreement do not involve increased intensity or higher density. • Proposal is in compliance with the broader goals of the 2015-2035 General Plan and the North Costa Mesa Saecific Plan. No changes to the City of Costa Mesa's General Plan are required. The proposal is in conformance with the City's General Plan and is consistent with the land use designation. • The Proposed Amendment will update the facts and figures related to properties that have been developed under Home Ranch and have been transferred to other entities. The Fourth Amendment will clarify the areas under the development agreement and exclude dedicated areas as well areas under different ownerships; it will also clarify the trip budget for each of subareas. ENVIRONMENTAL DETERMINATION 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. LEGAL REVIEW The draft resolution and ordinance have been reviewed and approved as to form by the City Attorney's Office. CONCLUSION The Planning Commission determined that the applicant has demonstrated good faith compliance with the provisions and conditions of the DA -00-01 as they pertain to date and recommended first reading of the ordinance approving the Fourth Amendment to Home Ranch Development Agreement. The proposed amendment will ensure the entitlements granted by 2015-2035 General Plan is memorialized in the development agreement which was extended for 13 years with the previous amendment until 2030. The amendment to the Development Agreement are consistent with the Final EIR, North Costa Mesa Specific Plan and the City's General Plan. MINOO ASHABI, AIA GARY ARMSTRONG, AICP Principal Planner Economic Development & Development Services Director / Deputy CEO Attachments: 1. Planning Commission Resolution 2. Draft Ordinance including Exhibit 1 (fourth amendment) cc: Justin McCusker C.J. Segerstrom & Sons 3315 Fairview Road Costa Mesa, CA 92626 s A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF COSTA MESA RECOMMENDING CITY COUNCIL GIVE FIRST READING TO AN ORDINANCE AUTHORIZING THE FOURTH AMENDMENT TO THE SEGERSTROM HOME RANCH DEVELOPMENT AGREEMENT DA -00-01 (DA -16- 03). THE PLANNING COMMISSION OF THE CITY OF COSTA MESA HEREBY RESOLVES AS FOLLOWS: WHEREAS, an application was filed by Justin McCusker, authorized agent for Segerstrom and Sons, for the following proposed project: Fourth amendment to Development Agreement DA -00-01, Segerstrom Home Ranch (DA -16-03): • Correct the inconsistency and clear up the uncertainty related to the State dedicated Land; • Add the 10,000 SF Water District Parcel to the Office Portion for all purposes; • Reflect the allocation in the Trip Budget between the Office Portion and the Industrial Portion; • Update the description of the Office Portion; and, • Ensure that the Development Agreement includes and references the changes to the Home Ranch Project approved by the City. WHEREAS, on 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; WHEREAS, 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; WHEREAS, 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; —6— WHEREAS, a duly noticed public hearing was held by the City Council on July 6, 2010 pursuant to the procedures described in Council Resolution No. 88-53. At this hearing, the City Council considered the evidence, the testimony presented by the public regarding the annual review and proposed Third 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"). WHEREAS, on July 20, 2010, the City Council of the City of Costa Mesa adopted Ordinance No. 10-08. WHEREAS, a duly noticed public hearing was held by the Planning Commission on August 22, 2016 for the Fourth amendment to Development Agreement DA -00-01 (DA -16-03) and recommended adoption of ordinance. At this hearing, the City Planning Commission considered the evidence, the testimony presented by the public regarding the proposed 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"). WHEREAS, the proposal does not involve any material changes to the maximum allowable traffic generation beyond the currently established trip budgets for Home Ranch by 2015-2035 General Plan. The site has established maximum trip budgets for the AM Peak Hour and PM peak hour. Future proposed development of commercial office buildings, shall be required to comply with Specific Plan and the maximum trip budgets. WHEREAS, the proposal is in compliance with the broader goals of the 2015-2035 General Plan and the North Costa Mesa Specific Plan. No changes to the City of Costa Mesa's General Plan are required. The proposal is in conformance with the City's General Plan and is consistent with the land use designation. BE IT RESOLVED that the Planning Commission hereby RECOMMENDS that the City Council: (1) Adopt a resolution to give first reading to the ordinance for fourth amendment to Development Agreement DA -00-01 (DA -16-03) (Exhibit 1); BE IT FURTHER RESOLVED that if any section, division, sentence, clause, phrase or portion of this resolution, or the documents in the record in support of this _9P resolution, are for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions. PCo-- Robbrt`L. Dickson, Jr., Chair Costa Mesa Planning Commission STATE OF CALIFORNIA) )ss COUNTY OF ORANGE ) I, Gary Armstrong, acting secretary to the Planning Commission of the City of Costa Mesa, do hereby certify that the foregoing Resolution was passed and adopted at a meeting of the City of Costa Mesa Planning Commission held on August 22, 2016, by the following votes: AYES: Mathews, McCarthy, Andranian NOES: None ABSENT: Dickson, Sesler ABSTAIN: None Gary Ar trong, Acting Seretary Costa Mesa Planning Commission -- C-1, �1 L I► 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 HEREBY �a 6 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. 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. 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 -12- 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 —v3-- _® 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 -115- RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: CITY OF COSTA MESA 77 Fair Drive Costa Mesa, CA 92626 Attn: CITY Clerk (Space Above This 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 C.J. SEGERSTROM & SONS, HENRY T. SEGERSTROM PROPERTIES LLC AND RUTH ANN MORIARTY PROPERTIES, LLC DA -00-01 Ordinance No. 01-29 Fourth Amend to Home Ranch Dev Agreement —1(0— 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 Horne 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 � ''I --' 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. Fourth Amend to Home Ranch Dev Agreement —13 �" 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, a: 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 —' `"tel "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 —20, IN 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 2 � — C.J. SEGERSTROM & SONS, a California general partnership N' By Henry T. Segerstrom Management LLC, a California limited liability company, Manager CA 3 Manager Alternate Manager AND By HTS Management Co., Inc., a California corporation, Manager LIZ 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 in Its: Fourth Amend to Home Ranch Dev Agreement 1 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/Water 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. FOWth Amend to Home Ranch Dev Agreement — 2—',-3 EXHIBIT BB DEPICTION OF THE PROPERTY FourthAmend to Home Ranch Dev Agreement .- 24, EXHIBIT EXHIBIT DD EXISTING LAND USE REGULATIONS CITY of Costa Mesa General Plan 2. North Costa Mesa Specific Plan 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. 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 IN EFFECT ON THE EFFECTIVE DATE OF THIS AMENDMENT. COPIES OF THE EXISTING LAND USE REGULATIOINS LISTED ABOVE ARE ON FILE IN THE CITY PLANNING DEPARTMENT. Fourth Amend to Home Rench Dev Agreement —2(_—, EXHIBIT GG PROJECT FAR AND TRIP BUDGET PORTION OF PROJECT FAR DENSITY TRIP BUDGET A.M. TRIP BUDGET P.M. RETAIL (IKEA) 0.37 43 431 OFFICE 0.64 1,860 1,788 INDUSTRIAL 0.40 376 362 RESIDENTIAL 12 DU/ACRE 102 130 TOTAL 2,381 2,711 Fourth Amend to Home Ranch Dev Agreement2——7-- 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 Agreement2<K' 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) 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 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 Agreement —30. 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) Fourth Amend to Home Ranch Dev Agreement —31 31 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) FoarCh Amend to Home Ranch Dev Agreement — '32— STATE OF _ COUNTY OF On 120 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) Fowth Attend to Home Ranch Dev Agreement