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6125ORDINANCE NO. 6125 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (i) APPROVING AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT NO. 2005-00008 BY AND BETWEEN THE CITY OF ANAHEIM AND PLATINUM TRIANGLE PARTNERS, LLC (ii) MAKING CERTAIN FINDINGS RELATED THERETO, AND (iii) AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT FOR AND ON BEHALF OF THE CITY. WHEREAS, on or about October 25, 2005, the City of Anaheim ("City") and Lennar Platinum Triangle, LLC (Collectively, "LPT" or "Developer") and Don H. Watson, Trustee of the Don H. Watson Family Trust; Julius Realty Corporation; Traffic Control Services. Inc.; Joselito D. Ong and Renee Dee Ong; Roger C Treichler and Vicki Treichler as Co -Trustees of the Treichler Family Trust; Robert Stovall Family Partnership, L.P, and Jennifer Leonard and Linda Gaffney, as Tenants In Common (Collectively, "Sellers") entered into that certain Development Agreement No. 2005-00008 and recorded in the Official Records of Orange County California on December 13, 2005 as Instrument No. 2005000992876 (the "Development Agreement") with respect to that certain real property as legally described in Attachment No. 1, which is attached hereto and incorporated herein by this reference. Copies of the Development Agreement are available as a public record in the office of the City Clerk located at 200 South Anaheim Boulevard, Anaheim, California.; and WHEREAS, the Development Agreement provides for the development of a mixed use master planned community with up to 2,681 dwelling units, up to 150,000 square feet of commercial uses, two public parks, public streets and related infrastructure in four phases over a period of 20 years; and WHEREAS, subsequent to the recordation of the Development Agreement, the fee title interest in the project was transferred from the Sellers to the Developer and subsequently transferred to Platinum Triangle Partners, LLC , making Platinum Triangle Partners, LLC the sole Owner of the project; and WHEREAS, pursuant to Section 5.0 of the Procedures and Requirements for Consideration of Development Agreements adopted by the City Council, by its Resolution No. 82R-565, and Section 19 of the Development Agreement, Owner has submitted a request to amend the Development Agreement ("Amendment No. 1 to Development Agreement") to extend the Term, as described in Section 2 and Exhibit "G" of the Development Agreement from an initial period of five (5) years to an initial period of ten (10) years and thereby extending the overall Term from twenty (20) years to twenty-five (25) years; and WHEREAS, the City Planning Commission did hold a public hearing at the Civic Center in the City of Anaheim on October 13, 2008, at 2:30 p.m., notice of said public hearing having been duly given as required by law and in accordance with the provisions of the Anaheim Municipal Code, Chapter 18.60, to hear and consider evidence for and against said amendment to Development Agreement, and to investigate and make findings and recommendations in connection therewith; and WHEREAS, the City Planning Commission, by its Resolution No. PC2008-98, recommended that the City Council approve Amendment No. 1 to the Development Agreement to extend the Term of the Development Agreement based on the investment and progress made by the applicant to meet the obligations of the Development Agreement, and in recognition of the on-going market conditions which make compliance with the terms of the Development Agreement extremely difficult within the Initial Period as described in Section 2. The Planning Commission further recommended that enhanced site screening materials be installed along the perimeter of the project in recognition that the project site could remain vacant for a longer period of time than anticipated when this Development Agreement was approved; and WHEREAS, the City and Owner intend, by this Amendment No. 1 to Development Agreement, to revise Section 2, Exhibit `B-5", and Exhibit "G" of the Development Agreement to extend the Term of the Development Agreement and require enhanced site screening along the perimeter of the project site as more fully set forth in Amendment No. 1 to Development Agreement, attached hereto and incorporated herein by this reference; and WHEREAS, the City Council did hold a public hearing on Amendment No. 1 to the Development Agreement, notice of said public hearing having been duly given as required by law; and WHEREAS, the Anaheim City Council has reviewed the proposal and does hereby find that Subsequent EIR No. 332 and its Addendum dated September 2005 prepared in conjunction with Development Agreement No. 2005-00008 is adequate to serve as the required environmental document in connection with this request; and WHEREAS, after careful consideration of the recommendations of the City Planning Commission and all evidence and reports offered at said hearing the City Council does hereby find and determine, with respect to the request for said amendment to Development Agreement, that all of the conditions and criteria for the approval of said amendment are present as follows: That Amendment No. 1 to the Development Agreement has been properly requested pursuant to Section 5.0 of the Procedures and Requirements for Consideration of Development Agreements and Section 19 of the Development Agreement. 2. That Amendment No. 1 to the Development Agreement is consistent with the City's General Plan in that it is in conformance with the General Plan Mixed Use land use designation and with the goals, policies and objectives for The Platinum Triangle as set forth in the General Plan. 3. That Amendment No. 1 to the Development Agreement will contribute to the orderly development of property in the surrounding area in that it is in conformance with and implements The Platinum Triangle Master Land Use Plan and the PTMU Overlay Zone requirements. 4. That Amendment No. 1 to the Development Agreement is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim. 5. That Amendment No. 1 to the Development Agreement constitutes a lawful, present exercise of the City's police power and authority under the Statute, the Enabling Ordinance and the Procedures Resolution. 6. That Amendment No. 1 to the Development Agreement is entered into pursuant to and in compliance with its charter powers and the requirements of Section 65867 of the Statute, the Enabling Ordinance and the Procedures Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Amendment No. 1 to Development Agreement No. 2005-00008 be, and the same is hereby, approved as attached hereto and incorporated herein by this reference. SECTION 2. That the Mayor be, and is hereby, authorized to execute said Amendment No. 1 to Development Agreement 2005-00008 for and on behalf of the City. THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 18th day of November, 2008, and thereafter passed and adopted at a regular meeting of said City Council held on the 16th day of December, 2008, by the following roll call vote: AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring NOES: NONE ABSENT: NONE ABSTAIN: NONE CITY OF EIM By: MAYOR OF THE CITY A HEIM ATTEST: CITY CLERK OF TA CITY OF ANAHEIM SPACE ABOVE THE LINE IS FOR RECORDER'S USE AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT NO. 2005-00008 By and Between THE CITY OF ANAHEIM and PLATINUM TRIANGLE PARTNERS, LLC AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT NO. 2005-00008 This AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT NO. 2005-00008 (this "Amendment No. 1"), dated for purposes of identification only as of 12-16 , 2008 (the "Date of Amendment"), is made by LENNAR PLATINUM TRIANGLE, LLC, a California limited liability company. RECITALS A. On or about October 25, 2005, the City of Anaheim ("City") and Lennar Platinum Triangle Partners, LLC (Collectively, "LPT" or "Developer") and Don H. Watson, Trustee of the Don H. Watson Family Trust; Julius Realty Corporation; Traffic Control Services, Inc.; Joselito D. Ong and Renee Dee Ong; Roger C Treichler and Vicki Treichler as Co -Trustees of the Treichler Family Trust; Robert Stovall Family Partnership, L.P, and Jennifer Leonard and Linda Gaffney, as Tenants In Common (Collectively, "Sellers") entered into that certain Development Agreement No. 2005-00008 and recorded in the Official Records of Orange County California on December 13, 2005 as Instrument No. 2005000992876 (the "Development Agreement") with respect to that certain real property as legally described in Attachment No. 1, which is attached hereto and incorporated herein by this reference. Copies of the Development Agreement are available as a public record in the office of the City Clerk located at 200 South Anaheim Boulevard, Anaheim, California. B. The Development Agreement provides for the development of a mixed use master planned community with up to 2,681 dwelling units, up to 150,000 square feet of commercial uses, two public parks, public streets and related infrastructure in four phases over a period of 20 years, as more particularly set forth in the Master Site Plan, which is attached to the Development Agreement as Exhibit `B" and incorporated therein. C. Subsequent to the recordation of the Development Agreement, the fee title interest in the project was transferred from the Sellers to the Developer, making the Developer (Platinum Triangle Partners, LLC) the sole Owner of the project. D. Pursuant to Section 19 of the Development Agreement and Chapter 18.60 of the Anaheim Municipal Code, Owner, submitted a request to extend the Term, as described in Section 2 and Exhibit "G" of the Development Agreement from an initial period of five (5) years to an initial period of ten (10) years. E. On October 13, 2008, the Anaheim City Planning Commission recommended approval to City Council of Owner's request for an amendment to the Development Agreement to extend the Term of the Development Agreement based on the investment and progress made by the applicant to meet the obligations of the Development Agreement, and in recognition of the on-going market conditions which make compliance with the terms of the Development Agreement infeasible within the Initial Period as defined in Section 2. The Planning Commission further recommended that enhanced site screening materials be installed along the perimeter of the project in recognition that the project site could remain vacant for a longer period of time than anticipated when this Development Agreement was approved. F. On 12-16 , 2008, the Anaheim City Council approved an amendment to the Development Agreement to extend the Term of the Development Agreement and require enhanced site screening along the perimeter of the project site. G. The City and Owner intend, in this Amendment No. 1, to revise Section 2, Exhibit "13-5", and Exhibit "G" of the Development Agreement to extend the Term of the Development Agreement and require enhanced site screening along the perimeter of the project site to provide for the development of a mixed use master planned community with up to 2,681 dwelling units, up to 150,000 square feet of commercial uses, two public parks, public streets and related infrastructure in four phases over a period of 25 years, as more particularly set forth in the Master Site Plan, which is attached to the Development Agreement as Exhibit `B" and incorporated therein NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: SECTION 1. That Section 1.20 of the Development Agreement be, and the same is hereby, amended to read as follows: "Owner. "Owner" is Platinum Triangle Partners, LLC, any person or entity with which or into which Platinum Triangle Partners, LLC may merge, and any person or entity who may acquire substantially all of the assets of Platinum Triangle Partners, LLC, and any person or entity who receives any of the rights or obligations of under this Development Agreement in accordance with the provisions of Section 28 (Assignment) of this Development Agreement." SECTION 2. That Section 2.1 of the Development Agreement be, and the same is hereby, amended to read as follows: "2.1 The term (hereinafter called ("Term") of this Development Agreement shall be that period of time during which this Development Agreement shall be in effect and bind the parties hereto. The Term shall commence on the Development Agreement Date and shall extend for an initial period of ten (10) years. Thereafter, the Development Agreement shall be extended for up to three additional five (5) year periods provided the development milestones described in Exhibit "G" are achieved. The Development Agreement shall terminate at the end of the day of the tenth anniversary of the Development Agreement Date or such subsequent applicable Development Agreement date if the Development Agreement is extended for one, two or three additional five year terms, subject to the periodic review and modification or termination provisions defined in Section 26 and Section 28, respectively, of this Development Agreement and further subject to a reasonable extension for completion of the Project in accordance with the Timing of Development schedule set forth in Section 16 of this Development Agreement. OWNER shall submit proof of compliance with project milestones shown on Exhibit "G" prior to the expiration of each period set forth therein. The Planning Director shall determine if the project milestones have been met, and inform the City Council of the extension of the Development Agreement." SECTION 3. That Exhibit "G" (Term Extension Milestones) of the Development Agreement be, and the same is hereby, amended to read as described in "Attachment No. 2" to this Amendment No. 1 to Development Agreement No. 2005-00008. SECTION 4 That Exhibit `B-5" (Development Agreement Conditions of Approval) of the Development Agreement be, and the same is hereby, amended to add Condition No. 104 as follows: "104. That within 14 days of the effective date of the ordinance approving Amendment No. 1 to Development Agreement No. 2005-00008, final enhanced site screening plans shall be submitted for review and approval by the Planning Director, or his/her designee. Enhanced site screening shall be constructed in accordance with approved plans within sixty days of approval of final plans." SECTION 5. INTEGRATION. Except as expressly provided to the contrary herein, all provisions of the Development Agreement shall remain in full force and effect. The Development Agreement and this Amendment No. 1 shall hereinafter be collectively referred to as the "Agreement". The Agreement integrates all of the terms and conditions of understanding between the City and Owner and supersedes all negotiations or previous agreements with respect to the subject matter hereof. SECTION 6. EFFECTIVE DATE. This Amendment No. 1 to Development Agreement No. 2005-00008 shall take effect immediately upon recordation in the Office of the County Recorder of Orange County, California. IN WITNESS WHEREOF, OWNER HAS EXECUTED THIS AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT NO. 2005-00008 AS OF THE DATE SET FORTH BELOW. DATE: "OWNER" LENNAR PLATINUM TRIANGLE, LLC, By: LENNAR CORP, Name: Title: (Signature of owner(s) must be acknowledged by a Notary) ATTACHMENT NO. 1 LEGAL DESCRIPTION In the City of Anaheim, County of Orange, State of California, being Lots 1 through 14, inclusive, Lots A and B, Katella Avenue, Westside Drive, Granville Drive, Market Street, Union Street, Metro Drive, Park Lane, State College Boulevard, Meridian Lane, Triad Street and Gene Autry Way of Tract No. 16859, as shown on a map filed in Book 892, Pages 1 through 10, inclusive of Miscellaneous Map, in the office of the County Recorder of said county. 10 ATTACHMENT NO. 2 "EXHIBIT G" TERM EXTENSION MILESTONES The term of this Development Agreement shall be as defined herein in Section 2.1. Automatic extensions to the Development Agreement will occur for three additional five (5) year periods provided the development milestones as described below are achieved within each of the defined periods: INITIAL PERIOD - (Development Agreement Date to the tenth anniversary of the Development Agreement Date) OWNER shall undertake the following development milestones in order for the Development Agreement to be extended to the First Extension Period: a. Completion of Condition No.2 of Exhibit `B-5" pertaining to the processing of a subdivision map(s) which includes the irrevocable offer of dedication to the City of Anaheim for the ultimate rights-of-way for the Project Site frontage along Katella Avenue, State College Boulevard and Gene Autry Way, the ultimate rights-of-way for Market Street and the Connector Streets within the project boundaries and the public park sites within the project boundaries. b. Construction of all public facilities (on-site roadways inclusive of Katella Avenue and Gene Autry Way, water lines, sewer lines, storm drains and dry utilities) for the area within Phase 1 (Phase 1 is shown on Exhibit "H," Infrastructure Phasing, of this Development Agreement), as further described in the Master Site Plan in Exhibit "B" of this Development Agreement and in accordance with the conditions of approval set forth in Exhibit `B-5" and the conditions of the Conditional Use Permit set forth in Exhibit "C" of this Development Agreement. C. Completion of at least 700 residential dwelling units and approval of Final Site Plans encompassing at least 425 additional residential dwelling units. d. Completion of the improvements associated with the approximately 1/2 -acre Public Park Area 2 as shown on the Master Site Plan in Exhibit "B" of this Development Agreement and in accordance with plans approved by the City of Anaheim pursuant to conditions of approval set forth in Exhibit "B-5" of this Development Agreement. FIRST EXTENSION PERIOD — (Tenth anniversary of the Development Agreement Date to the fifteenth anniversary of the Development Agreement Date) OWNER shall undertake the following development milestones in order for the Development Agreement to be extended to the Second Extension Period: a. Completion of all ultimate rights-of-way improvements along the Project Site frontage adjacent to State College Boulevard. b. Construction of all remaining public facilities (on-site roadways, water lines, sewer lines, storm drains and dry utilities) required within the construction phase (either Phase 2 or Phase 3) that follows Phase 1 (the Phase 2 and Phase 3 areas are shown on Exhibit "H," Infrastructure Phasing, of this Development Agreement), as further described in the Master Site Plan in Exhibit "B" of this Development Agreement and in accordance with the conditions of approval set forth in Exhibit "B-5" and the conditions of the Conditional Use Permit set forth in Exhibit "C" of this Development Agreement. C. Completion of at least 850 residential dwelling units beyond the 700 residential dwelling units constructed during the Initial Period and approval of Final Site Plans encompassing at least 425 additional residential dwelling units. d. Completion of ground floor commercial space along the full length of Market Street within the Project Site in accordance with the PTMU Overlay Zone requirements. e. Completion of the improvements associated with the 3 -acre Public Park Area 1 as shown on the Master Site Plan in Exhibit "B" of this Development Agreement and in accordance with plans approved by the City of Anaheim pursuant to conditions of approval set forth in Exhibit "B-5" of this Development Agreement. SECOND EXTENSION PERIOD — (Fifteenth anniversary of the Development Agreement Date to the twentieth anniversary of the Development Agreement Date) OWNER shall undertake the following development milestones in order for the Development Agreement to be extended to the Third Extension Period: a. Construction of all remaining public facilities as further described in the Master Site Plan in Exhibit "B" of this Development Agreement and in accordance with the conditions of approval set forth in Exhibit "B-5" of this Development Agreement. 12 b. Completion of at least 850 residential dwelling units beyond the 1,550 residential dwelling units constructed during the Initial Period and the First Extension Period and approval of Final Site Plans encompassing at least 140 additional residential dwelling units. THIRD EXTENSION PERIOD — (Twentieth anniversary of the Development Agreement Date to the twenty-fifth anniversary of the Development Agreement Date) OWNER shall complete the buildout of the Project Site in accordance with the Master Site Plan in Exhibit "B" of this Development Agreement and in accordance with the conditions of approval set forth in Exhibit `B-5" and the conditions of the Conditional Use Permit set forth in Exhibit "C" of this Development Agreement." 13 AFFIDAVIT OF PUBLICATION STATE OF CALIFORNIA, ) ) ss. County of Orange ) I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above -entitled matter. I am the principal clerk of the Anaheim Bulletin, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange, State of California, on December 28, 1951, Case No. A-21021 in and for the City of Anaheim, County of Orange, State of California; that the notice, of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit: December 25, 2008 "I certify (or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct": Executed at Santa Ana, Orange County, California, on Date: December 25, 2008 I ; gnature Anaheim Bulletin 625 N. Grand Ave. Santa Ana, CA 92701 (714) 796-2209 PROOF OF PUBLICATION Proof of Publication of SUMMARY PUBLICATION CITY OF ANAHEIM ORDINANCE NO. 6125 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (i) APPROVING AMEND- MENT NO. 1TO DEVELOPMENT AGREEMENT NO. 2005-00006 BY AND BETWEEN THE CITY OF ANAHEI(M)AND PLATINUM TRIANGLE PART- NERS, LLCRE- LATED TTHERETOOi AND (1u) AUTHORIZINGMWJNG CERTAINSTHE MAYOR TO EXECUTE SAID AMENDMENTtpR AND ON BEHALF OF THE CITY. This ordinance ap�rare$ an amendment to Developpment Agreement No: 2006-00006 by and between the G►Y of Mahaim . Platinum Triangle Partners, LCC, to provide for the development of a mixed use master planned com- mumity wtth up to 2,681 dwelling units, up to 150,000 square feet of comm�c�al uses, two public parka, public streets and related infrastructure. in four phases. This amendment to the development agreement extends the term of the agreement by an additional five years; which extends the overall term of the agreementfrom 20 to 25 years. 1, Unda N. Andal, City Clark of the City of Anaheim, do here- by certify that the attached table constitutes a summary of Ordinance No. 6125 which ordinance was Introduced: at a regular meeting of the City Council of the City of Anaheim on the 18th day of November, 2008 and was duty passed and adopted at a regular meeting of said Council om the 16th day of December; 2006 by the following roll call vote of the members thereof AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring NOES: NONE' ABSENT: NONE ABSTAIN- NONE The attached summary is a brief description of the subject matte contained in the text of Ordinance No. 6125, which hes been prspared pursuant to Section 512 of the Charter of the City of Anaheim. This summary does not include or de- scribe every provision of the ordinance and should not be relied on as a substitute for the full text of the ordinance: Tcontact =ac= of the U text of the ordinance, plesse of the City Clerk, (714) 765-5betweert 8:00 AM and 5:00 PM, Monday through Friday. -fire is no charge for the copy. Publish: Anaheim Bulletin Decernber 25 2008 9030476_