HomeMy WebLinkAboutPC Reso 19-3082RESOLUTION NO. 19-3082
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF
DOWNEY RECOMMENDING THAT THE CITY COUNCIL APPROVE A
SECOND AMENDMENT TO THE TIERRA LUNA DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF DOWNEY, AND PCCP IRG DOWNEY,
LLC, IRG DOWNEY, LLC, AND US VI DOWNEY, LLC TO AMEND THE TERM
OF THE AGREEMENT.
THE PLANNING COMMISSION OF THE CITY OF DOWNEY DOES RESOLVE AS FOLLOWS.
SECTION 1. The Planning Commission of the City of Downey does hereby find,
determine and declare that:
A. On November 30, 2003, the City of Downey ("City") sold the property now known as the
Promenade at Downey shopping center to PCCP IRG Downey, LLC, and IRG Downey,
LLC (collectively "Developer"); and,
B. On March 15, 2012 the City and the Developer entered into a Development Agreement
for the Promenade at Downey shopping center; and,
C. On August 22, 2017, the City Council of the City of Downey approved the first
amendment to the Development Agreement; and,
D. The developer and former owner of the Promenade, PCCP IRG Downey, LLC and IRG
Downey, LLC ("Former Owner") sold the property to US VI Downey, LLC ("New Owner")
on September 21, 2018; and,
E. The City and Former and Current Owners now wish to extend the Development
Agreement for five years; and,
F. On January 24, 2019, notice of the pending application published in the Downey Patriot
and mailed to all property owners within 500' of the subject site; and,
G. The Planning Commission held a duly noticed public hearing on February 6, 2019, and
after fully considering all oral and written testimony and facts and opinions offered at the
aforesaid public hearing adopted this resolution.
SECTION 2. The Planning Commission further finds, determines and declares the
environmental impact of the proposed project has been reviewed and has been found to be in
compliance with the California Environmental Quality Act (CEQA) and is categorically exempt
from CEQA, pursuant to Guideline Section No. 15301 (Class 1, Existing Facilities).
SECTION 3. Having considered all of the oral and written evidence presented to it at
said public hearings regarding the amendment to the development agreement, the Planning
Commission further finds, determines and declares that:
The requested amendment to the Development Agreement is consistent with the City's
adopted General Plan. The subject site has a General Plan Land Use Designation of
Mixed Use, which is intended to provide a variety of uses (retail, office, restaurant,
Resolution No. 19-3082
Downey Planning Commission
entertainment) within close proximity to each other. Amending the development
agreement achieves this goal by allowing the continual growth of the Promenade at
Downey shopping center. Particularly, this amendment will allow the City and New and
Former Owners time to work on the development plan for the vacant 21 -acres and
ensure the appropriate mix of uses is provided.
2. The requested amendment to the Development Agreement is consistent with the
Specific Plan. The development agreement is for the construction and operation of the
Promenade at Downey shopping center. This amendment will extend the timeframe of
the Development Agreement, but will not alter the permitted uses, building locations,
parking requirements, landscaping, or other development standard.
SECTION 4. Based upon the findings set forth in Sections 1 through 3 of this resolution,
the Planning Commission of the City of Downey hereby recommends that the City Council of the
City of Downey approve the amendments to the Development Agreement, which are outlined in
Exhibit A, except that the amendment shall be for a term no longer than five years.
SECTION 5. The Secretary shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED this 6th day of February, 2019.
I HEREBY CERTIFY that the foregoing is a true copy of a Resolution adopted by the Planning
Commission of the City of Downey, at a regular meeting thereof held on the 6th day of February,
2019, by the following vote, to wit:
AYES:
COMMISSIONERS:
Owens, Spathopoulos, Duarte and Dominguez
NOES:
COMMISSIONERS:
None
ABSENT:
COMMISSIONERS:
None
ABSTAIN_
COMMISSIONERS:
Frometa
Mary Cairanagh, Secretary
City Planning Commission
12214 Lakewood Blvd. — PLN -19-00009
February 6, 2019 — Page 2
Resolution No. 19-3082
Downey Planning Commission
EXHIBIT `A'
SECOND AMENDMENTTO TIERRA LUNA
DEVELOPMENT AGREEMENT
by and among CITY OF DOWNEY,
PCCP IRG DOWNEY LLC
IRG DOWNEY, LLC,
and US VI DOWNEY, LLC
12214 Lakewood Blvd. — PLN -19-00009
February 6, 2019 — Page 3
Resolution No. 19-3082
Downey Planning Commission
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Downey
Attn: City Clerk
11111 Brookshire Avenue
Downey, CA 90241
SECOND AMENDMENT TO TIERRA LUNA
DEVELOPMENT AGREEMENT
by and among CITY OF DOWNEY,
PCCP IRG DOWNEY, LLC,
IRG DOWNEY, LLC,
and US VI DOWNEY, LLC
This Second Amendment to Tierra Luna Development Agreement ("Second
Amendment") is made and entered into effective as of _ _ . 2019, by and among the
CITY OF DOWNEY, a California charter city ("City"), PCCP IRG DOWNEY, LLC, a
Delaware limited liability company, as to an undivided 90% interest, IRG DOWNEY, LLC, a
California limited liability company, as to an undivided 10% interest (collectively, "Developer"),
and US VI Downey, LLC, a Delaware limited liability company ("Buyer"). City, Developer and
Buyer are collectively referred to herein as the "Parties."
RECITALS
A. Whereas, on March 15, 2012, the Parties entered into the Tierra Luna
Development Agreement ("Development Agreement");
B. Whereas, the Development Agreement allowed Developer to develop the
Property with either the Base Project or the Enhanced Project;
C. Whereas, on September 13, 2017, the parties entered into the First
Amendment to the Tierra Luna Development Agreement ("First Amendment");
D. Whereas, Developer was required by Section 6.1 of the Development
Agreement to make an election in writing during the first five years of the Development
Agreement's term if Developer wished to develop the Enhanced Project on the Property;
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Resolution No. 19-3082
Downey Planning Commission
E. Whereas, Developer did not make such an election and Developer
codified in writing its decision to develop the Base Project on the Property in the First
Amendment;
F. Whereas, the Developer Owned Property has been sold to Buyer, but
Developer has retained the Developer Leased Property; and
G. Whereas as part of the sale of the Developer Owned Property, Developer
and Buyer have entered into an Operating Agreement, dated September 21, 2018
("Operating Agreement").
NOW, THEREFORE, based upon the foregoing Recitals, which are incorporated herein
by reference, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:
1. TERM OF THE AGREEMENT
1.1 Extension of Term. City, Developer and Buyer hereby agree to extend the
Term of the Development Agreement pursuant to the authorization in Section 2.1.1 of
the Development Agreement. The extended term of the Development Agreement shall
commence upon the Effective Date of this Second Amendment and shall continue
thereafter for ten (10) years.
2. MISCELLANEOUS
2.1 Notices. Section 15.28 of the Development Agreement, which was
previously amended in the First Amendment, shall be further amended to add a notice
address for Buyer. Such notices and communications as described in Section 15.28
shall be given to Buyer at the address set forth below:
If to Buyer: c/o Northwood Investors LLC
11355 W. Olympic Blvd., Suite 100
Los Angeles, California 90064
Attn: Daniel Palmieri
Facsimile: (310) 943-1685
With a copy to: Pircher Nichols & Meeks LLP
1901 Avenue of the Stars, Suite 1200
Los Angeles, California 90067
Attn: Real Estate Notices (DBG/ADK/5080001.5)
Facsimile: (310) 201-8922
2.2 Defined Terms: Capitalized terms that are not specifically defined in this
Second Amendment shall have the meaning assigned to those terms in the
Development Agreement or the First Amendment.
2.3 Full Force and Effect. All applicable terms and provisions of the
Development Agreement, the First Amendment and the Operating Agreement remain in
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Resolution No. 19-3082
Downey Planning Commission
full force and effect, except those that are specifically modified in this Second
Amendment.
[SECOND AMENDMENT CONTINUED ON NEXT PAGE]
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Resolution No. 19-3082
Downey Planning Commission
2.4 Counterparts: This Second Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City, Developer and Buyer hereto have executed this
Second Amendment the date and year first above written.
"CITY"
CITY OF DOWNEY,
a Municipal corporation of the State of
California
By:
Name:
Its:
"DEVELOPER"
PCCP IRG DOWNEY, LLC,
a Delaware limited liability company
By: PCCP LB IRG Downey, LLC,
its Managing Member
By:
Name.-
Its:
ame:Its:
"DEVELOPER"
IRG DOWNEY, LLC,
a California limited liability company
By: IRG III, LLC
By: S.L. Properties, Inc.
By:
Name:
Its:
12908308.2 7
Resolution No. 19-3082
Downey Planning Commission
"BUYER"
US VI DOWNEY, LLC,
a Delaware limited liability company
By: US VI CP, LP,
a Delaware limited partnership,
its Sole Member
By: BVK US VI CA GP, LLC,
a Delaware limited liability
company,
its General Partner
By:
Name:
Title:
By:
Name:
Title:
12908308.2
Resolution No. 19-3082
Downey Planning Commission
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On , before me, _, a 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
12908308.2
Resolution No. 19-3082
Downey Planning Commission
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On , before me, , a 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
12908308.2 10
Resolution No. 19-3082
Downey Planning Commission
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On before me, , a Notary Public,
personally appeared T , 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
12908308.2
Resolution No. 19-3082
Downey Planning Commission
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On , before me, , a 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
12908308,2 12