HomeMy WebLinkAbout10-08 Adopting Third Amendment to Home Ranch Development AgreementORDINANCE NO. 10-8
AN ORDINANCE OF THE CITY COUNCIL OF COSTA
MESA, CALIFORNIA ADOPTING THIRD AMENDMENT
TO HOME RANCH DEVELOPMENT AGREEMENT DA -
00 -01 FOR HOME RANCH PROPERTY LOCATED
NORTH OF THE INTERSTATE 1-405, EAST OF HARBOR
BOULEVARD, AND SOUTH OF SUNFLOWER AVENUE.
THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY
ORDAIN AS FOLLOWS:
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").
SECTION 1: ADOPTION OF THIRD AMENDMENT TO HOME RANCH
DEVELOPMENT AGREEMENT DA -00-01.
The City Council HEREBY ADOPTS the Third Amendment to the Home Ranch
Development Agreement DA -00-01, as shown in EXHIBIT "1". The Third Amendment
specifies the following changes to the terms and conditions of the Agreement:
(1) The amendment extends the duration of Agreement for an additional 13 years,
from January 2017 to January 2030.
(2) The amendment clarifies that the $5 million sales tax cumulative sales tax
guarantee is satisfied.
(3) The amendment increases the future Fire Station size from 30,000 to 40,000
square feet, identifies a parcel size of 200 feet by 200 feet, and specifies a
location with direct access from South Coast Drive.
(4) The amendment modifies provisions related to historic and cultural resources,
including but not limited to: a change in the historic site/structures preservation
period from "perpetuity" to "50 years", defining maintenance responsibilities,
specifying public access to one day a year, and establishing provisions for the
historic reserve account.
(5) The amendment requires recordation of a land use restriction specifying a 50 -
year guarantee for maintenance and public access to the historic site/structures.
(6) The amendment reiterates that future relocation of historic structures are subject
to additional expert analysis and environmental review.
Council adoption of the Third Amendment to Home Ranch Development Agreement
DA -00-01 is pursuant to the following findings:
(1) The amendment is consistent with the 2000 General Plan and North Costa Mesa
Specific Plan;
(2) The amendment is compatible with the uses authorized in, and existing land uses
prescribed for the zoning district in which the real property covered by the Third
Amendment to the Development Agreement is located; and,
(3) The amendment promotes the public necessity, public convenience, general
welfare, and good land uses practices.
(4) The amendment is not found to be detrimental to the public's health, safety and
general welfare, or adversely affect the development of the property;
(5) The amendment promotes and encourages the development of the proposed
project by providing stability and certainty to the developer, and provide to the
City and its citizens the public benefits promised in the Development Agreement
and subsequently approved amendments to date;
SECTION 2. ENVIRONMENTAL DETERMINATION. The proposed third amendment
was processed in accordance with the requirements of the California Environmental
Quality Act (CEQA), the State CEQA Guidelines, and the City of Costa Mesa
Environmental Guidelines, and is considered to be within the scope of the Final
Program Environmental Impact Report SCH No. 2000071050 and the Mitigation
Monitoring Program for Segerstrom Home Ranch Development project adopted on
December 3, 2001;
SECTION 3. INCONSISTENCIES. Any provision of the Costa Mesa Municipal Code
or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of
such inconsistencies and no further, is hereby repealed or modified to that extent
necessary to affect the provisions of this Ordinance.
SECTION 4. SEVERABILITY. If any provision or clause of this ordinance or the
application thereof to any person or circumstances is held to be unconstitutional or
otherwise invalid by any court of competent jurisdiction, such invalidity shall not affect
other provisions or clauses or applications of this ordinance which can be implemented
without the invalid provision, clause or application; and to this end, the provisions of this
ordinance are declared to be severable.
7
SECTION 5. PUBLICATION. This ordinance shall take effect and be in full force thirty
(30) days from and after the passage thereof, and, prior to the expiration of fifteen (15)
days from its passage, shall be published once in the ORANGE COAST 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 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 6th day of July, 2010.
llllt'lzl_-
Allan R. Mansoor, Mayor
ATTEST:
APPROVED AS TO FORM:
=fy—blerk Kimberly Hall
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF COSTA MESA
I, JULIE FOLCIK, City Clerk of the City of Costa Mesa, DO HEREBY CERTIFY
that the above and foregoing Ordinance No. 10-8 was duly introduced for first reading at
a regular meeting of the City Council held on the 6th day of July, 2010, and that
thereafter, said Ordinance was duly passed and adopted at a regular meeting of the
City Council held on the 20th day of July, 2010, by the following roll call vote, to wit:
AYES: COUNCIL MEMBERS: MANSOOR, LEECE, BEVER, FOLEY, MONAHAN
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
IN WITNESS WHEREOF, I have hereby set my hand and affixed the seal
of the City of Costa Mesa this 27th day of July, 2010.
JUOt FOLCIK, CftY CLERK
(SEAL)
I hereby certify that the above and foregoing is the original of Ordinance No. 10-8 was
duly passed and adopted by the Costa Mesa City Council at the regular meeting held
July 20, 2010, and that Summaries of the Ordinance were published in the Newport
Beach -Costa Mesa Daily Pilot on July 14, 2010, and July 28, 2010.
J6VIE-FOLCIK, OITY CLERK
(SEAL)
This Document was electronically recorded by
Chicago Title Commercial
Recorded in Official Records, Orange County
RECORDING REQUESTED BY Tom Daly, Clerk -Recorder
AND WHEN RECORDED RETURN TO: I�I�II�II�I�IIIIIIII�IIII�IIII�III��II�I�IIIIIII��I�I���I� NO FEE
217 405 A17 29 2010000418498 08:00am 08/27/10
CITY OF COSTA MESA 0.00 0.00 0.00 0.00 84.00 0.00 0.00 0.00
77 Fair Drive.
Costa Mesa, CA 92626
Attn: CITY Cierk
ALCM oP 12 R
(Space Above This Line for Recorder's Use)
This Third 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
THIRD 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 AMID RUTH
ANN MORIARTY PROPERTIES, LLC
DA -00-01
Ordinance No. 01-29
Third Amend to Nome Ranch Dev Agreement
THIRD AMENDMENT TO THE
DEVELOPMENT AGREEMENT FOR HOME RANCH
THIS THIRD AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR HOME
RANCH (the "Amendment") is executed this 3rd day of August, 2010, by and between The
City of Costa Mesa, a Municipal Corporation of the State of California (tire "City") and C.T.
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, "US"), with respect to the following;
RECITALS
A. City and CTS entered into that certain Development Agreement fox Horne
Ranch dated as of December 3, 2001 (the "Original .Agreement"), as amended by that certain
First Amendment to the Development Agreement for Horne Ranch effective October 15, 2003
(the "First Amendment"), and that certain Second Amendment to the Development Agreement
for Horne Ranch dated as of April 3, 2007 (the "Second Amendment"). The Original .
Agreement, First Amendment and Second Amendment were recorded in the Official Records of
Orange County, California as Instrument Nos. 20020229863, 2007000267971, arid
2007000267970, respectively, and are herein referred to as the "Development Agreement."
The Development Agreement provides for construction of the Home Ranch Project, as defined in
the Original Agreement.
B. Exhibit "F" to the Original Agreement sets forth certain community
benefits to be provided by CJS, and City and CTS desire to memorialize that many of the
community benefits have been provided by CJS. As to the remaining community benefits
relating to cultural resources and fire station, City and CJS desire to provide more specificity and
otherwise update and clarify these requirements.
Agreement.
C. Finally, City and CYS desire to extend the term of the Development
AGREEMENT
IN CONSIDERATION OF the foregoing Recitals, and for good and valuable
consideration, CJS and City agree as follows:
1,. Duration of A eement. The Development Agreement is hereby extended
and shall be operative and continue until that date which is twenty (20) years :From the date of
this Amendment, subject to earlier termination upon the completion, performance and discharge
of all obligations thereunder.
Third Amend to Home Ranch MY Agreement
2. Community Benefits Owner's Obligations Fulfilled. City and CIS agree
that all obligations of CIS set forth in the following provisions of Exhibit "F" to the Original
Agreement (Community Benefits Provided by Owner) have been satisfied in full:
(a) The first four subheadings of Section A, entitled "Improvements Required
in Accordance with the General Plan" (which called for CIS to pay City $3,888,910),
"Improvements Required by Project Beyond the General Plan" (which called for CIS to pay City
$4,578,400), "Site Access Improvements" and "Susan Street Offramp."
(b) Section C entitled "Contribution to Educational Advancement for Costa
Mesa Students" (which called for CIS to pay City $2,000,000).
(c) Section D entitled "Contribution for High School Athletic Facilities"
(which called for CIS to pay City $250,000).
(d) Section E entitled "Contribution to Restoration of Huscroft House" (which
called for CIS to pay City $200,000).
(e) Section F entitled "Residential Component."
(f) Section H entitled "Sales and Use Tax Guarantee" (which called for CIS
to guarantee payment to City of $5,000,000),
All obligations of CIS under the foregoing referenced provisions have been fulfilled and thus
these provisions are of no further force or effect in the Development Agreement.
3. Cultural Resources.
a. Historic Structures. The Segerstrom Home, Garage, Tool Shed (formerly
erroneously referred to as a guesthouse) and Barn (collectively, the "Historic Structures") as
shown on Exhibit "A" to this Amendment have been preserved since before the Effective Date
and shall continue to be preserved for historic resource purposes from the date of this
Amendment through that date which is fifty (50) years from the date of this Amendment (the
"Historic Term"), in accordance with the following:
i. The Historic Structures and the 1.5 acre site on which the Historic
Structures are located, as more specifically shown on Exhibit "A" (the "Historic Site"), shall be
maintained in substantially the same condition as existing as of the date of this Amendment at
the sole cost of the owner of the Historic Site (the "Historic Site Owner"), except as to costs
funded through the Historic Reserve Account as provided below. Notwithstanding anything to
the contrary in the foregoing, the Historic Site Owner, at its sole cost, may move the Barn to any
location within the I-Tistoric Site as selected by the Historic Site Owner, subject to compliance
with all mitigation measures for the Home Ranch Project and the City's building codes and
regulations, in each case as then applicable to relocation of the Bam.
ii. The boundary(s) of the Historic Site may be modified from that
shown on Exhibit "A" by the Historic Site Owner with the approval of the City's Development
Services Director, which approval shall be granted so long as (A) the Historic Site continues to
Third Amend to Home Ranch Uev Agreement
include all of the Historic Structures (or will continue to include all the Historic Structures
following relocation of the Barn as permitted above), (B) the Historic Site continues to include at
least 1.5 acres, (C) the modification to the boundary(s) does not have a material adverse effect on
the Historic Site, and (D) the modification to the boundary(s) comport with any approved Master
Plan(s) for the adjoining, touching property.
iii. Commencing with the calendar year 2011, the Historic Site shall
be open to the public by the Historic Site Owner at least one day per calendar year. Access on or
inside the Historic Structures is not required.
b. Recorded Use Restrictions. Substantially concurrently with the execution
of this Amendment, CJS shall execute and record on the Historic Site, for the benefit of the City,
the Declaration of Special Land Use Restrictions attached hereto as Exhibit "B" (the "Use
Restrictions"). As more particularly set forth therein, the Use Restrictions shall run with the
land and iixnpose on CJS and each successive Historic Site Owner, during the period of its
ownership, the requirements set forth above in paragraph 3(a) for the period of the Historic
Terni. As with the Use Restrictions, paragraph 3.(a) above shall terminate and be of no further
force or effect with the expiration of the Historic Terris. During the Historic Term, as part of any
subdivision map or any other entitlement process that is otherwise consistent with the, City's
requirements, City may not impose on CJS or any successive owner of the Property additional
obligations or requirements with respect to permitted use, preservation, public access or
maintenance bf the Historic Structures or Historic Site. CJS acknowledges that City's adopted
General Plan, zoning and Specific Plan for the Historic Site impose restrictions preventing ,
alternative use of the site, and nothing herein is intended to in any way modify said General Plan,
zoning or Specific Plan.
C. Historic Reserve Account. Within one year of the date of this
Amendment, CJS shall fund a segregated reserve account with the City in the amount of
$260,000 (the "Initial Fund"). The Initial Fund shall be held by the City in an interest bearing
deposit account, subject to the terms of this paragraph 3(c). The term "Historic Reserve
Account" as used herein paeans all amounts in such interest bearing account. The Historic
Reserve Account is intended to be utilized for purposes of providing financial support.for the
costs of maintaining, operating and preserving the Historic Structures and Site (including listing
the Historic Site on the State Registry) as follows:
(i) For so long as the Historic Site is owned by CJS, the Historic
Reserve Account shall be utilized solely for:
A. Extraordinary costs incurred by CJS in maintaining the Historic
Structures and Site, as requested by CJS and -authorized by the
City in accordance with a mutually agreed upon process. The
Initial Fund shall be used first in its entirety to fund any
extraordinary cost prior to City authorizing the Ilse of any
accrued interest in the Historic Reserve Account; and
Third Amend to Homp Ranch Dev Agmommt 4
B. If the Historic Structures are relocated off the Historic Site as
discussed in paragraph 3(f) below, costs incurred by CJS in the
physical relocation of the Historic Structures, The Historic
Reserve Account may not be used for application costs,
processing fees, or legal or environmental documentation
relating to relocation of the Historic Structures. Following
relocation of the Historic Structures, any remaining balance of
the Historic Reserve Account shall be transferred by the City to
the then owner of the Historic Structures; and there shall no
longer be a Historic Reserve Account with the City or any
requirement hereunder for a Historic Reserve Account.
C. If the Historic Reserve Account still exists as of the expiration
of the Historic Term, then the Historic Reserve Account shall
be disbursed by the City to CJS and the City as follows: any.
remaining balance of the Initial Fund shall first belong and be
paid to CJS; any remaining balance, consisting of all accrued
interest, shall be shared and paid evenly (50/50) between CJS
and the City. Following such disbursements, there shall no
longer be a Historic Reserve Account with the City or any
requirement hereunder for a Historic Reserve Account.
(ii) If ownership of the Historic Site is transferred during the Historic
Term as permitted in paragraph 3(e) below, the entire balance of the Historic Reserve Account
shall be transferred by the City to the Permitted Transferee (as defined below); and there shall no
longer be, a Historic Reserve Account with the City or any requirement hereunder for a Historic
Reserve Account.
The Historic Reserve Account may not be used for any purposes other than as described in this
paragraph 3(c).
d. Mitigation Measure Fulfilled. Upon the last to occur of recordation of the
Use Restrictions in the official records of Orange County, California, and funding of the Initial
Fund by CJS to the City, all obligations and responsibilities of CJS with respect to the following
portion of a mitigation measure for the Home Ranch Project (referenced in the Final Program
EIR No. 1048 as mitigation measure 3.10.4(3)), with the exception of the identification of site
buffering issues, shall be fully satisfied: "At such time that the applicant proposes a Master Plan
for the balance of the project site, the precise boundaries of the preservation area, transfer of
development rights, transfer of ownership to the City of Costa Mesa or a non-profit
agency/organization, provisions for long-term preservation, and site buffering issues shall be
identified."
e. Transfer of Historic Site. CJS may at CJS's election transfer ownership of
the Historic Site, subject to the Use Restrictions, to any one of the following ("Permitted
Transferee"): (i) any nonprofit entity (including without limitation a nonprofit entity owned or
controlled by CJS), (ii) the City, (iii) another goverrmient agency or (iv) another private owner.
Third Amend to Home Ranch Dov Agreement
f Relocation of Structures. Notwithstanding anything to the contrary above
in this paragraph 3, CJS or any successive Historic Site Owner may apply to the City, at the sole
cost of the Historic Site Owner, for a. determination as to whether the Historic Structures may be
relocated off the Historic Site to an alternative site which must be located in the City of Costa
Mesa. Any proposal to relocate the Historic Structures must comport with all then applicable
requirements which may include without limitation additional expert studies (at the Historic Site
Owner's cost), additional public processing and new discretionary approval by the City. City is
not hereby obligating itself to approve any relocation. In connection with any off-site relocation
proposal, an ad hoc cammittee appointed by the City Council will be activated and charged with
reviewing the proposed relocation plan for the Historic Structures and malting recommendations
to the City Council. The ad hoc committee will include a representative from each of the Costa
Mesa Historic Preservation Committee, Costa Mesa Historical Society, City and Historic Site
Owner. All offsite relocation plans must address maintenance obligations and preservation of
the Historic Structures for the remainder of the Historic Term. No alternative site for the
Historic Structures has been identified at this time. The alternative site may or may not be owned
by CJS. If the Historic Structures are relocated to an alternative site as discussed in this
paragraph, then the Historic Site shall be relieved of the obligations of paragraph 3(a) above and
the Use Restrictions, but the alternative site shall be burdened by all such restrictions as may be
imposed by the City in connection with the relocation.
g. Development Rights. All development rights for the Historic Site,
including square footage and trip budget, are transferred and belong to the remainder of the
Home Ranch Project south of South Coast Drive and cast of. Susan Street, excluding the Fire
Station Site.
h. Original Agreement Amended. The entirety of Section B in Exhibit "F"
to the Original Agreement (entitled "Cultural Resources") is hereby deleted from the
Development Agreement and shall be of no further force or effect.
4, Fire Station.
a. Study Complete . The fire suppression study called for in Section G `in
Exhibit "F" to the Original Agreement (entitled "Fire Station") has been completed by the City
and it has been determined that a new fire station is needed in the Home Ranch area. In addition,
City's Fire Department has determined that its preferred fixe station will require more square
footage than the 30,000 square feet required under the Original Agreement,
b. Fire Station Site. The fire station shall be located on the Home Ranch on a
square parcel consisting of 40,000 square feet (200 feet deep by 200 feet wide) fronting on South
Coast Drive as more particularly shown on Exhibit "C" attached hereto (the "Fire Station Site").
City shall provide one year prior notice to CJS of City's intent to commence construction of a
fire station on the Fire Station Site, and CJS shall convey the Fire Station Site to City upon
notice from City that City has issued construction documents initiating the bidding process for
the fire facility. The Fire Station ,site shall be conveyed to City subject to a deed restriction
providing that the Site may be used solely for fire station purposes. Costs of conveying the Fire
Third Arend to Home Ranob Dev Agreement
Station Site to the City shall be the sole responsibility of CJS. If construction of a fire facility
has not commenced on the Fire Station Site before expiration of the Development Agreement (as
extended in paragraph 1 above), the Fire Station Site shall be conveyed by City back to the
original CJS owner. Costs of reconveying the Fire Station Site back to the original CJS owner
shall be the sole responsibility of City. CJS's obligation to convey the Fire Station Site to the
City terminates with expiration of the Development Agreement.
C. Owner's Development. Nothing contained in this paragraph 4 above shall
be deemed or construed to preclude the exercise of all development rights granted or reserved to
CJS in the Development Agreement. In other words, development of the Property, or any
portion(s) thereof, shall not be conditioned upon construction by City of the fire station. In
addition, prior to conveyance of the Fire Station Site to the City or subsequent to the conveyance
of the site to the City but prior to construction of the fire station, the location of the Fire Station
Site may be moved along South Coast Drive to accommodate development of the Property or
any portion(s) thereof, subject to review and approval of the City.
d. Home Ranch Entrances. City expressly agrees that the remainder of the
Home Ranch Project south of South Coast Drive and east of Susan Street shall be entitled to at
least one dedicated full entrance (left and right turn in and out) on South Coast Drive between
Fairview Road and Susan Street and one dedicated full entrance on Susan Street. Development
of the fire station shall preserve these entrances for development of the remainder of the Home
Ranch Project.
e. Fire Impact Fees. On or before 20 days after execution of this
Amendment by all parties, CJS shall pay to City $264,210.38 as the full and final payment due
for any reason under Section G of Exhibit "F" to the Original Agreement (entitled "Fire
Station"), including without limitation due for fire impact fees or for cost of building
construction and site improvement costs. No other amounts whatsoever shall be due under said
Section G.
f. Development Rights. All development rights for the Fire Station Site,
including square footage and trip budget, are transferred and belong to the remainder of the
Home Ranch Project south of South Coast Drive and east of Susan Street, excluding the Historic
Site.
g. Original A rs Bement Amended. In the event of any conflict between the
terms of this paragraph 4 and Section G in Exhibit "F" to the Original Agreement (entitled "Fire
Station"), the provisions of this paragraph 4 shall control.
5. Exhibits. The Exhibits attached to this Amendment are incorporated
herein by this reference.
6. 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
7hicd Amend to Home Ranch Dov Agreement
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.
7. Defined Terms. All capitalized terms -used herein and not defined herein
shall bear the same meanings as set forth in the Development Agreement.
S. Counter)arts. 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 Page hollows]
Third Amend to Home Ranch Dev Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the
Development Agreement for Home Ranch as of the date first above written,
CITY COSTA MESA,
A ;m!ril:orpo ion
Mayor of Costa Mesa
ATT
(7)�
V1 ty Clerk and x -officio Clerk
of the City of Costa Mesa
APPROVED AS TO FORM;
i
Ci y Attorney, City of Costa Mesa _
Third Amend to Home Ranch Dev Aueement
C.T. SEGERSTROM & SONS, a California general
partnership
By Henry T. Segerstrom. Management LLC, a
California limited liability company,
Manager
By
... L
Manager
OR
an
Alternate Manager
AND
By IIT Management o., c. a California
co ora ' , Man r Call:
By
Title: Senior Vice President
HENRY T. SEGER.STROM PROPERTIES LLC,
a California limited liability company
By Henry T. Segerstrozn Management LLC,
a California limited liability company,
Manager
By
Henry T. gerstro , Mnagcr
RUTH ANN MORIARTY PROPERTIES LLC,
a California limited liability company .
e
�� moo. Approved as to Form.
By MCW
Third Amend to Hoene Ranch Dev Agreement 10
Exhibits
A Historic Struuctures and IIistoric Site
B Historic Use Restrictions
C Fire Station Site
Third Amend to Home Ranch Dev Agreement i i
State of California
) ss.
County of Orange )
On August 11, 2010, before me, Martha Rosales, Notary Public,
personally appeared Allan R. Mansoor, who proved to me on the basis of
satisfactory evidence to be the person (� whose name (a�oafe-subscribed to the
within instrument and acknowledged to me thaf p�e{�t y executed the same
in is authorized capacity(i*, and that by<gheeir signature{ on
the instrument the personfsj; or the entity upon behalf of which the person(s)-
acted, executed the instrument.
I certify under PENALTY OF PERJURY under law of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
MY COMMISSION EXPIRES: December 13, 2012
Rev. 1/08
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California )
) ss
County of Orange )
On July 27, 2010 before me, Karen G. Perez, Notary Public, personally appeared Henry T.
Segerstrom, who provided to me on the basis of satisfactory evidence 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct,
�. - e _ _ _ _ XenG
my hand and official sealKAREN G. PEREZ
9002106watery PUM • GolRornle
Onap Oommy rez
Oam1n, as Jon 10201@
State of California )
ss
County of Orange )
On July 27, 2010 before me, Karen G. Perez, Notary Public, personally appeared Henry T.
Segerstrom, personally known to me to be the person whose name is subscribed to the within
instrument and acknowledgedto me that he executed the same in his authorized capacity, and that by
his signature on the instrument the person, or entity upon behalf of which the person acted, executed
the instrument.
KAREN G. PEREZ WI S ,y hand i £ficial seal.
Gommlea100 0 1002106
Nowy PuW10 - Ga0lamla _
O. EAI im Karen G. Perez
&yam. @n Iran Jun 9@ 201
OPTIONAL
CAPACITY CLAIMED BY SIGNERSPartners: ❑ Limited El General ® Managing
Signers are representing: CJ Segerstroin & Sons by henry T. Segerstrom Management LLC;
Henry T. Segerstrom Properties LLC by Hemy t, Segerstrom
Management. LLC
DESCRIPTION OF ATTACHED DOCUMENT
Title or type of document:
Number of pages: _ (excluding loose certificates) Date of document:
Signer(s) other than named above:
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California )
ss
County of Orange )
On July 27, 2010 before rue, Karen G. Perez, Notary Public, personally appeared Ruth Ann
Moriarty, who provided to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument andacknowledged to me that she executed the.same.in.her
authorized capacity, and that by her signature on the instrument the person or the entity upon behalf
of which the person acted, executed the instrument.
I eertit, under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
x:KMEN G. PEREZ
onweleslon 0 189210
Nolwy Pta9No - coornlo
Dranp County
s��J�1C 201��
WITNESS any hand and official seal.
Kane G. Perez
OPTIONAL
CAPACITY CLAIMED BY SIGNERSPartners: ❑ Limited [] General ❑ Managing
Signers are representing: Ruth Ann Moriarty Properties LLC, a California limited liability
company
DESCRIPTION OF ATTACHED DOCUMENT
Title or type of document:
Number of pages: (excluding loose certificates) Date of document:
Signer(s) other than named above:
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California )
ss
County of Orange )
On July 29, 2010 before me, Karen G. Perez, Notary Public, .personally appeared Sandra S. Daniels,
who provided to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instrument the person or the entity upon behalf of which
the person acted, executed the instrument.
I certify under PENALTY OF PERJUPIY under the laws of the State of California that the foregoing
paragraph is true and correct.
KRNEN 0, PER!
commloalon * 1002105
Notary Public • call/omla
LMtOrongn Conary
- Comm. an rea Jun 10, 2019
WITNESS my hand and official seal.
OPTIONAL
CAPACITY CLAIMED BY SIGNERSPartners: ❑ Limited ❑ General ❑ Managing
Signers are representing:
DESCRIPTION OF ATTACHED DOCUMENT
Title or type of document:
Number of pages: (excluding loose certificates) Date of document:
Signer(s) other than named above:
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SAN DIEGO FREFFAY
(ROUTE 4051
LEGEND: �
Historic Site
'ALL BOUNDARIES ARE APPROXIMATE
Historic Structures I
AND SUBJECT TO CHANGE.
EXHIBIT A
EXEMPT RECORDING PER GOVERNMENT CODE
SECTION 6103
Recording Requested by CITY OF COSTA MESA
When Recorded Mail to:
CITY OF COSTA MESA
ATTENTION: City Clerk
P.O. BOX 1200
COSTA MESA, CALIFORNIA 92628-1200
DECLARATION OF SPECIAL LAND USE RESTRICTIONS
(Segerstrom home Ranch historic Site)
Exhibit B to Third Amendment to Development Agreement
Special Land Use Restrictions Homo Ranch Historic Sitc 4-26-10
DECLARATION OF SPECIAL LAND USE RESTRICTIONS
(Segerstrom Home Ranch Historic Site)
THIS DECLARATION OF SPECIAL LAND USE RESTRICTIONS ("Declaration") is
executed this day of , 2010, by C.J. Segerstrom & Sons, a
California general partnership ("CSS"), with reference to the following:
RECITALS
A. CJS together with its affiliates Henry T. Segerstrom Properties, LLC, a
California limited liability company, and Ruth Ann Moriarty Properties, LLC, a California
limited liability company (collectively, "Owner") are parties with the City of Costa Mesa, a
municipal corporation of the State of California (the "City"), to that certain Development
Agreement for Home Ranch dated as of December 3, 2001, as amended by First Amendment to
the Development Agreement for Home Ranch effective October 15, 2003, Second Amendment
to the Development Agreement for Home Ranch dated as of April 3, 2007, and Third
Amendment to the Development Agreement for Home Ranch dated (collectively, the
"Development Agreement'). The Development Agreement entitles Owner to develop certain
property in Costa Mesa, California as more particularly described therein (the "Property").
B. The Development Agreement sets forth certain community benefits to be
provided by Owner with respect to the Segerstrom Home, Garage, Tool Shed and Earn
(collectively the "Historic Structures") located on a 1.5 acre portion of the Property (the
"Historic Site"), all as more particularly shown on Exhibit A to this Declaration. Specifically,
Owner has agreed to encumber the Historic Site with the specific covenants, conditions,
restrictions and limitations set forth herein (collectively, the "Restrictions") to provide for the
preservation of the Historic Structures for the benefit of the City for a period of 50 years.
C. CJS is the current owner of the Historic Site and enters into this
Declaration to encumber the Historic Site with the Restrictions as required under the
Development Agreement.
DECLARATION.
NOW, THEREFORE, in consideration of the foregoing Recitals, and for good and
valuable consideration, CJS hereby declares as follows:
1. Term. This Declaration and all of the terms and provisions set forth herein
shall continue in full force and effect from 1Date of Third Amendment to Development
Aereementl until f Same Day and Month as Third Amendmentl 2060 (the
"Term").
2. Preservation of Historic Structures. The Historic Structures shall be
maintained throughout the Term in substantially the same condition as existing as of the date of
this Declaration at the sole cost of the owner of the Historic Site (the "Historic Site Owner").
Notwithstanding anything to the contrary in the foregoing, the Historic Site Owner, at its sole
cost, may move the Barn to any location within the Historic Site as selected by the Historic Site
Owner, subject to compliance with all mitigation measures and building code and regulations
then applicable to relocation of the Barn.
3. Historic Site Boundary. The boundary(s) of the Historic Site may be
modified from that shown on Exhibit A by the Historic Site Owner with the approval of the
City's Development Services Director, which approval shall be granted so long as (a) the
Historic Site continues to include all of the Historic Structures (or will continue to include all the
Historic Structures following relocation of the Barn as permitted above), (b) the Historic Site
continues to include at least 1.5 acres, (c) the modification to the boundary(s) does not have a
material adverse effect on the Historic Site, and (d) the modification to the boundary(s) comport
with any City approved master development plan(s) for the adjoining, touching property.
4. Public Access. Commencing with the calendar year 2011 and thereafter
throughout the Term, the Historic Site shall be open to the public by the Historic Site Owner at
least one day per calendar year. Access on or inside the Historic Structures is not required.
5. Relocation of Structures. Notwithstanding anything to the contrary above
in this Declaration, the Historic Site Owner may apply to the City, at the sole cost of the Historic
Site Owner, for a determination as to whether the Historic Structures may be relocated off the
Historic Site to an alternative site which must be located in the City of Costa Mesa. Any
proposal to relocate the Historic Structures must comport with all then applicable requirements
which may include without Iimitation additional expert studies (at the Historic Site Owner's
cost), public processing and new discretionary approval by the City. City is not obligated to
approve any relocation. In connection with any off-site relocation proposal, an ad hoc committee
appointed by the City Council will be activated and charged with reviewing the proposed
relocation plan for the Historic Structures and making recommendations to the City Council.
The ad hoc committee will include a representative from each of the Costa Mesa Historic
Preservation Committee, Costa Mesa Historical Society, City and Historic Site Owner. All off=
site relocation plans must address maintenance obligations and preservation of the Historic
Structures for the remainder of the Historic Term. No alternative site for the Historic Structures
has been identified at this time. The alterative site may or may not be owned by Owner.
Notwithstanding anything to the contrary herein, if the Historic Structures are relocated to an
alternative site as discussed in this paragraph and the alternative site is burdened by such
restrictions as maybe imposed by the City in connection with such relocation, then this
Declaration shall automatically terminate and be of no further force or effect with respect to the
Historic Site.
Restrictions for Benefit of City.
a. Remedies. This Declaration is entered into for the exclusive benefit of
the City, and in the event of any breach of the Restrictions, City at its sole option and discretion
may enforce any and all rights and remedies to which City may be entitled in law or equity. City
alone has the right to enforce the Restrictions, and City may not assign any of its rights and
powers under this Declaration.
b. Right to Inspect. City or its authorized representatives may from time
to time during reasonable business hours enter upon the Historic Site to ascertain compliance
with the Restrictions; provided City shall give the Historic Site Owner at least five business days
prior written notice of the date and time of its entrance.
c. Amendments. This Declaration may be amended only in writing
executed by the City and the Historic Site Owner.
d. Right to Cure. The Historic Site Owner shall not be deemed in breach
of the Restrictions unless and until City shall have provided the Historic Site Owner with written
notice describing the breach and Historic Site Owner shall have failed to cure such breach within
30 days of receipt of such notice; provided that if the breach is not reasonably susceptible of cure
within the 30 day period, then the Historic Site Owner shall have a reasonable time to cure same
so long as Historic Site Owner has commenced such cure within the 30 day period and thereafter
diligently prosecutes the cure to completion.
e. Waiver. No waiver of any breach of any of the Restrictions shall be
implied from any omission by City to take any action on account of such breach, and no express
waiver shall affect a breach or default other than as specified in said waiver.
f. Costs of Enforcement, If any action or proceeding shall be instituted
by City to enforce any provision of this Declaration, the party prevailing in such action or
proceeding shall be entitled to recover from the other party all of its costs, including without
l'im'itation court costs and reasonable attorneys' fees.
7. Covenants Run With Land. The Historic Site shall be held, conveyed,
used and occupied during the Term subject to the Restrictions set forth in this Declaration. The
Restrictions are for the benefit of the real property described on Exhibit B attached hereto (the
"Benefitted Property") and are intended and shall be construed as covenants and conditions
running with and binding the Historic Site and every part thereof during the Term. All and each
of the Restrictions shall be binding upon and burden all persons having or acquiring any right,
title or interest in the historic Site, or any part thereof, for the period of their ownership during
the Term, and shall inure to the benefit of the Benefitted Property and shall be enforceable by the
City, all upon the terms and provisions set forth herein. The Restrictions shall cease to benefit
any portion of the Benefitted Property conveyed by the City to a third party. Every person or
entity who now or hereafter owns or acquires any right, title or interest in the Historic Site is and
shall be conclusively deemed to have consented and agreed to every Restriction contained
herein, whether or not any reference to this Declaration is contained in the instrument by which
such person or entity acquired an interest in the Historic Site.
8. Notices. All notices hereunder shall be in writing and shall be deemed to
have been duly given if and when personally served or 48 hours after being sent by United States
certified or registered mail, return receipt requested, postage prepaid, to the applicable party at
the following address:
Historic Site Owner:
C.J. Segerstrom & Sons
3315 Fairview Road
Costa Mesa, CA 92626
Attn: Managing Partner
with a copy to:
C.J. Segerstrom & Sons
3315 Fairview Road
Costa Mesa, CA 92626
Attn: General Counsel
City
City of Costa Mesa
77 Fair Drive
Post Office Box 1200
Costa Mesa, CA 92628-1200
Attn: City Manager
with a copy to:
City of Costa Mesa
77 Fair Drive
Post Office Box 1200
Costa Mesa, CA 92628-1200
Attn: City Attorney
or at such other address as Historic Site Owner or City may designate to the other in writing in
accordance with the provisions of this paragraph.
9. Governing Law. This Declaration shall be governed by and construed
under the laws of the State of California.
10. Severability. If any portion of this Declaration shall become or be held, by
any court of competent jurisdiction to be illegal, null or void or against public policy, for any
reason, the remaining portions of this Declaration shall not be affected thereby and shall remain
in force and effect to the full extent permitted by law.
El
1.1. Exhibits. The Exhibits attached to this Amendment are incorporated
herein by this reference.
IN WITNESS WHEREOF, CJS has executed this Declaration as of the date first above
written.
C.J. SEGERSTROM & SONS, a California general
partnership
By Henry T. Segerstrom Management LLC, a
California limited liability company,
Manager
OR
0
M
Manager
Alternate Manager
AND
By HTS Management Co., Inc., a California
corporation, Manager
By
Title: Senior Vice President
Exhibits
A Historic Structures and Historic Site
B Benefitted Property
State of California
COUNTY OF ORANGE
On , 2010 before me, Notary
Public, personally appeared and
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)
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SANDIEGO FREEWAY
(ROUTE 405)
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LEGEND: �
Q Historic Site
'ALL BOUNDARIES ARE APPROXIMATE
Historic Structures f
AND SUBJECT TO CHANGE.
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EXHIBIT A
EXHIBIT B
DECLARATION OF SPECIAL LAND USE RESTRICTIONS
(Segerstrom Home Ranch Historic Site)
BENEFITTED PROPERTY
The properties described below shall constitute the "Benefitted Property" for purposes of this
Declaration, provided that any such property shall cease being part of the "Benefitted Property"
at such time as fee title to such property ceases to be owned by the City of Costa Mesa, a
municipal corporation of the State of California.
Legal Description of Pronerty at 261 Monte Vista Avenue, Costa Mesa, CA
THE NORTHWESTERLY 165 FEET OF LOT 117 OF TRACT NO. 300 IN THE
CITY OF COSTA MESA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS
PER MAP THEREOF RECORDED IN BOOK 14, PAGES I 1 AND 12 OF,
MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY.
EXCEPT THAT PORTION LYING SOUTHWESTERLY OF THE NORTHEAST
LINE OF THE LAND CONVEYED TO THE CITY OF COSTA MESA BY
GRANT DEED RECORDED JANUARY 7, 1976 IN BOOK 11614, PAGE 1894 OF
OFFICIAL RECORDS OF SAID ORANGE COUNTY.
H. Other Properties
All other property owned by the City of Costa Mesa in the County of Orange,
California, as of the date of recordation of this Declaration.
SOUTH COAST DRIVE
SIFF!
parcel I of
P. a1 Ailoo 84-379
O
SAN DIEGO FREEWAY
(ROUTE 100)
'ALL BOUNDARIES ARE APPROXIMATE
AND SUBJECT TO CHANGE.
EXHISI T C
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE
NOTARY SEAL ON THE DOCUMENT TO WHICH THIS
STATEMENT IS ATTACHED READS AS FOLLOWS:
NAME OF NOTARY: Martha Rosales
DATE COMMISSION EXPIRES: December 13, 20'12
COUNTY WHERE BOND IS FILE: Orange County
COMMISSION NO.: 1823574
MANUFACTURERIVENDOR NO: NNA1
PLACE OF EXECUTION
DATE: August 26, 2010
County of Orange, CA,
SIGNATURE: , !�j .,
CHICAGO TITLE
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE
NOTARY SEAL ON THE DOCUMENT TO WHICH THIS
STATEMENT IS ATTACHED READS AS FOLLOWS:
NAME OF NOTARY: Karen G. Perez
DATE COMMISSION EXPIRES: June 10, 2014
COUNTY WHERE BOND IS FILE: ORANGE COUNTY
COMMISSION NO.: 1892501
MANUFACTURER/VENDOR NO: NNA1
PLACE OF EXECUTION: County of Orange, CA.
DATE: August 26, 2010
SIGNATURE:
CHICAGO TITLE