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HomeMy WebLinkAboutOrdinance #3950 ORDINANCE NO. 3950 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH ADOPTING THE FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF HUNTINGTON BEACH, MAYER FINANCIAL, L.P., AND THE WATERFRONT HOTEL, LLC WHEREAS, the City of Huntington Beach ("City"), Mayer Financial, L.P. ("Developer") and the Waterfront Hotel, LLC ("Waterfront") (collectively, City, Developer, and Waterfront are referred to herein as the "Parties") have entered into that certain Amended and Restated Development Agreement dated as of September 21, 1998 that was recorded in the Official Records of the Orange County Recorder's office on October 21, 1998, as Instrument No. 19980711512 (the "Development Agreement"); and The Redevelopment Agency of the City of Huntington Beach ("Agency") and Developer have entered into that certain unrecorded Amended and Restated Disposition and Development Agreement dated as of September 14, 1998, as amended by the First, Second, Third, Fourth, and Fifth Implementation Agreements thereto (collectively, the "DDA"). Among other things, the DDA provides for the conveyance by Agency to Waterfront of a long-term leasehold interest in the Third Hotel Portion (referred to in the DDA as "Parcel C"), which lease will at that time cover the combined Hilton Parcel (referred to in the DDA as the Waterfront Hilton Beach Resort parcel) and the Third Hotel Portion (Parcel C) upon the timely satisfaction of certain conditions and Waterfront's subsequent development on the combined Third Hotel Portion and Hilton Parcel of an expanded hotel and related improvements (collectively, the "Expanded Hotel"); and The Fifth Implementation Agreement to the DDA provides Developer the right to obtain extensions to the deadline for satisfaction of the conditions precedent for conveyance of the long- term leasehold interest in the Third Hotel Portion (Parcel C) from Agency to Waterfront and Waterfront's deadline under the long-term lease for commencement and completion of construction of the Expanded Hotel. Such extensions could extend beyond October 21, 2013, the date currently specified in Section 4.2.4 the Development Agreement for the termination of the Development Agreement as to the Third Hotel Portion (Parcel C) if a Certificate of Completion is not issued for the Third Hotel Portion(Parcel C) by that date; and It is the intention of the Parties that the term of the Development Agreement be consistent with the outside deadline in the DDA for the development and completion of the Expanded Hotel on the Third Hotel Portion(Parcel C); and The Parties each mutually desire to amend the terms of the Development Agreement with one another to ensure that the Property is developed in accordance with the Development Agreement to achieve the mutually beneficial development of the Property. 12-3184/76029 1 Ordinance No. 3950 NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby ordain as follows: SECTION 1. That the City Council hereby finds that the First Amendment to Development Agreement No. 19980711512 conforms to Government Code Section 65864 et. seq. and that: a) The First Amendment to Development Agreement No. 19980711512 is consistent with the Huntington Beach General Plan and the applicable provisions of Specific Plan No. 13; and b) The First Amendment to Development Agreement No. 19980711512 is consistent with Chapter 246 of the Huntington Beach Zoning and Subdivision Ordinance (HBZSO) and the Huntington Beach Municipal Code; and c) The First Amendment to Development Agreement No. 19980711512 will not be detrimental to the health, safety and general welfare, and will not adversely affect the orderly development of the property because it is consistent with applicable land use regulations of Specific Plan No. 13, mitigation measures adopted for the Project in accordance with Addendum EIR No. 07-003, and conditions approved for Site Plan Review No. 10-001; and d) The City Council has considered the fiscal effect of the First Amendment to Development Agreement No. 19980711512 on the City and the effect on the housing needs of the region in which the City is situated and has balanced these needs against the public service needs of its residents and available fiscal and environmental resources. SECTION 2. Based on the above findings,the City Council of the City of Huntington Beach hereby approves the First Amendment to De ielopment Agreement No. 19980711512, attached hereto as Exhibit A and incorporated herein by reference, and adopts it by this ordinance pursuant to Government Code Section 65867.5. This action is subject to a referendum. 12-3184/76029 2 Ordinance No. 3950 SECTION 2. This ordinance shall become effective 30 days after its adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 4th day of June , 2012. Mayor ATTEST: APPROVED AS TO FORM: 9"-km)— City Clerk UCi y Attorney REVIEW APPROVED: INITIATED A D APPROVED: S� ity eager Director of Planning and Building 12-3184/76029 3 Ordinance No. 3950 EXHIBIT A Exhibit "A" - Ordinance No. 3950 FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF HUNTINGTON BEACH, MAYER FINANCIAL, L.P., AND THE WATERFRONT HOTEL, LLC This FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the "First Amendment") is dated as of 026y ®-7 , 2012, and is being entered into by and between the CITY OF HUNTINGTON BEACH, a charter city ("City"), MAYER FINANCIAL, L.P., a California limited partnership ("Developer"), and THE WATERFRONT HOTEL, LLC, a California limited liability company ("Waterfront") (collectively, City, Developer, and Waterfront are referred to herein as the "Parties"). RECITALS A. City, Developer, and Waterfront have entered into that certain Amended and Restated Development Agreement dated as of September 21, 1998 that was recorded in the Official Records of the Orange County Recorder's office on October 21, 1998, as Instrument No. 19980711512 (the "Development Agreement"). All capitalized terms used in this First Amendment that are not defined herein shall have the same meanings ascribed to those terms in the Development Agreement. Among other things, the Development Agreement sets forth certain rights and obligations of the Parties with respect to the properties identified therein as the "Third Hotel Portion" and the "Hilton Parcel." B. The Redevelopment Agency of the City of Huntington Beach ("Agency") and Developer have entered into that certain unrecorded Amended and Restated Disposition and Development Agreement dated as of September 14, 1998, as amended by the First, Second, Third, Fourth, and Fifth Implementation Agreements thereto (collectively, the "DDA"). Among other things, the DDA provides for the conveyance by Agency to Waterfront of a long-term leasehold interest in the Third Hotel Portion (referred to in the DDA as "Parcel C"), which lease will at that time cover the combined Hilton Parcel (referred to in the DDA as the Waterfront Hilton Beach Resort parcel) and the Third Hotel Portion (Parcel C) upon the timely satisfaction of certain conditions and Waterfront's subsequent development on the combined Third Hotel Portion and Hilton Parcel of an expanded hotel and related improvements (collectively,the "Expanded Hotel"). C. The Fifth Implementation Agreement to the DDA provides Developer the right to obtain extensions to the deadline for satisfaction of the conditions precedent for conveyance of the long- term leasehold interest in the Third Hotel Portion (Parcel C) from Agency to Waterfront and Waterfront's deadline under the long-term lease for commencement and completion of construction of the Expanded Hotel. Such extensions could extend beyond October 21, 2013, the date currently specified in Section 4.2.4 the Development Agreement for the termination of the Development Agreement as to the Third Hotel Portion (Parcel C) if a Certificate of Completion is not issued for the Third Hotel Portion(Parcel C)by that date. 12-3184/75906 1 Exhibit "A" - Ordinance No. 3950 E. It is the intention of the Parties that the term of the Development Agreement be consistent with the outside deadline in the DDA for the development and completion of the Expanded Hotel on the Third Hotel Portion(Parcel Q. COVENANTS Based on the foregoing Recitals, which are incorporated into this First Amendment by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, City, Developer, and Waterfront agree that the Development Agreement shall be amended as follows: 1. The phrase on line 5 of Section 4.2.4 of the Development Agreement which reads "and fifteen (15) years from the Adoption Date for the Third Hotel Portion of the Commercial Parcel" is hereby amended to read "and twenty (20) years from the Adoption Date for the Third Hotel Portion of the Commercial Parcel." 2. Except as expressly set forth in this First Amendment, all of the terms and provisions set forth in the Development Agreement shall remain in full force and effect (to the extent the same have not been previously terminated with respect to the Ocean Grand Resort Portion of the Commercial Parcel and the Residential Parcel as set forth in Section 4.2.2.2 thereof). IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Development Agreement as of the date set forth above. MAYER FINANCIAL, L.P. CITY OF HUNTINGTON BEACH A California limited partnership, a municipal corporation of the State of California By: RLM Management, Inc. a California corporation General Partner By: r` Ro66h L. er, Jr., President Mayor THE WATERFRONT HOTEL, LLC a California limited liability company By: Waterfront Development, Inc., a California corporation, Manager By: Robert e , Jr., Chief Executive Officer -2- 1 2-3 1 84/75906 Exhibit "A" - Ordinance No. 3950 ATTEST: APPROVED AS TO FORM: IN 90,v-) 0.(- JJIV40 ® I� City Cl k Ci tt ey ( 3-t 3, /) D. 15 - I-2- REVIEW D APPROVED: INITIATED AND APPROVED: City a r Director of Planning& Building -3- 12-3184/75906 Ord. No. 3950 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing ordinance was read to said City Council at a regular meeting thereof held on May 07, 2012, and was again read to said City Council at a regular meeting thereof held on.Tune 04,2012, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. AYES: Harper, Hansen, Carchio, Bohr, Dwyer, Boardman NOES: None ABSENT: Shaw ABSTAIN: None 1,Joan L.Flynn,CITY CLERK of the City of Huntington Beach and ex-officio Clerk of the City Council,do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Fountain Valley Independent on June 14,2012. In accordance with the City Charter of said City ffl Joan L. Flynn,City Clerk Ci Clerk and ex-officio erk senior Deputy City Clerk of the City Council of the City of Huntington Beach, California