4T0411 OF 15ELLFz0 Wim'
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: Elizabeth Corpuz, Director of Planning and Building Services Jason P. Clarke, Senior Planner
SUBJECT: Consideration and possible action to waive further reading and adopt Ordinance No. 1418 — An Ordinance approving the first amendment to Development Agreement File No. 837. 1, in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC, to modify and reconfigure the mixed-use development project within the Downtown Bellflower TOD Specific Plan on property located at 16411 Bellflower Boulevardl; Applicant and Developer: 16411 Bellflower, LLC.
DATE:
September 26, 2022
EXECUTIVE SUMMARY
Ordinance No. 1418 was introduced on September 12, 2022. Accordingly, second reaWHY and adoption is recommended. If adopted, the ordinance will take effect in 30 days.
RECOMMENDATION TO CITY COUNCIL
1) Waive further reading and adopt Ordinance No. 1418; or 2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
If an entertainment tenant does not occupy a portion of the commercial building, the owner must pay the City liquidated damages of up to X500,000 as outlined in the amended Development Agreement.
ATTACHMENTS
OrdinanceNo. 1418..........................................................................................2 —1-
CITY OF BELLFLOWER
ORDINANCE NO. 1418
AN ORDINANCE APPROVING THE FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT FILE NO. 837.11 IN A FORM APPROVED
BY THE CITY ATTORNEY, BY AND BETWEEN THE CITY OF
BELLFLOWER AND 16411 BELLFLOWER, LLC, TO MODIFY AND
RECONFIGURE THE MIXED-USE DEVELOPMENT PROJECT WITHIN
THE DOWNTOWN BELLFLOWER TOD SPECIFIC PLAN ON
PROPERTY LOCATED AT 16411 BELLFLOWER BOULEVARD,
APPLICANT AND DEVELOPER: 16411 BELLFLOWER, LLC
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:
SECTION 1. Findings. The City Council finds and declares as follows:
A. On July 13, 2020, the City Council adopted Ordinance No. 1391 approving Development Agreement File No. 837.1 ("Agreement"), in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC ("Owner"), to facilitate development of a Transit Oriented Development (TOD) Mixed -Use Project ("Project including parking license agreements for some of the required off-street parking, on property located at 16411 Bellflower Boulevard, 9735 Oak Street, and 9742 Mayne Street;
B. On June 29, 2022, the Owner filed an application to reconfigure the portion of the Project formerly referred to as the Theater, Theater Retail, and Theater Component to facilitate a greater range of retail tenants located on Parcel A (16411 Bellflower Boulevard);
C. On August 8, 2022, the City Council opened the public hearing, closed the public hearing and continued the matter to September 123 2022; D. On August 31, 2022, the Owner submitted revised plans to reconfigure the portion of I formerly referred to as the Theater, Theater Retail, and Theater Component to facilitate a greater range of retail tenants located on Parcel A (16411 Bellflower Boulevard);
E. The City and Owner desire to amend the Agreement ("Amendment") affecting the movie theater use;
F. The City reviewed the environmental impacts of the revised Project in accordance with the California Environmental Quality Act (Public Resources Code §§ 21000, of seq., "CEQA"), and the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, of seq., the "CEQA Guidelines"). As a result, an addendum to Mitigated Negative Declaration No. MND 20-01 was prepared;
G. On September 12, 2022, the City Council adopted a resolution approving an addendum to the Mitigated Negative Declaration and the Project modifications (identified by the City as Case No. TODPR 5-22-13051) including, without limitation, all applicable conditions of approval;
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City of Bellflower
Ordinance No. 1418
H. For the reasons set forth below and in the Amendment attached as Exhibit "A," and incorporated by reference, the City Council found that the City would glean additional public benefits from the revised Project;
I. It is in the public interest to approve the proposed Project; and J. The City Council considered the information provided by City Staff and public testimony, and the Applicant. This Ordinance, and its findings were made based upon the entirety of the administrative record including without limitation, evidence presented to the City Council at its August 8, 2022 and September 12, 2022, hearings.
SECTION 2. General Plan Findings. Pursuant to Government Code § 65867.5, the City Council finds the following:
A. For the same reasons set forth in the addendum to the MND and Resolution No. 22- 13, which is incorporated by reference into these findings, the Amendment is consistent with the General Plan of the City of Bellflower. The Amendment furthers the goals of the General Plan and is in the interest of the general community welfare in that the Amendment will, among other things, facilitate the development of the subject site that is currently vacant and underutilized, which is consistent with the following General Plan policies:
1. General Plan Land Use Element General Goal 1: "Discourage disjoint land use patterns";
2. General Plan Land Use Element General Goal 2: "Create a City that functions efficiently, is aesthetically pleasing, and makes the best use of its various resources";
3. General Plan Land Use Element General Goal 5: "Provide incentives for reinvestment in aging built -out developments and encourage consolidation of properties for higher quality land uses and designs",
4. General Plan Land Use Element General Policy 1.1: "Provide land U se designations which match actual viable uses";
5. General Plan Land Use Element General Policy 1.2: "Encourage opportunities to sensitively integrate different, but compatible, land uses";
6. General Plan Land Use Element General Policy 2.1: "Create opportunities wherein a population diverse in terms of income, age, occupation, race, lifestyle, values, interest, and religion may interact, exchange ideas, and realize common goals";
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City of Bellflower
Ordinance No. 1418
7. General Plan Land
commercial facilities
community';
Use Element General Policy 2.2: "Provide
to meet the retail and service needs of the
8. General Plan Land Use Element General Policy 2.12: "Develop strong themes identifying Bellflower as a city of visual and community quality'; and
9. General Plan Land Use Element Mixed Use Policy 1: "Allow for innovative and/or neo -traditional uses in established areas." B. The Amendment also provides certainty in planning and construction as well as orderly development, while providing assurance to the Applicant that it may construct the Project.
SECTION 3. Environmental Review Findings. The City Council finds as follows:
A. An Initial Study was previously prepared for the TOD Mixed -Use Project in accordance with CEQA Guidelines § 15063 which showed that, if mitigated, the Bellflower TOD Mixed -Use Project would not cause any significant environmental impacts.
B. Pursuant to CEQA Guidelines � 15070(b), the City previously prepared and adopted a Mitigated Negative Declaration (MND) of Environmental Impacts for the Bellflower TOD Mixed -Use Project and a Notice of Determination was filed.
C. In accordance with CEQA Guidelines § 15164, the City as the lead agency determined that the proposed revisions to the Project are minor and an addendum to the MND was prepared.
D. The addendum analyzed the Project modifications and it was determined that the Project would not result in a significant environmental impact not previously considered in the MND.
SECTION 4. Notice of Determination. The City Manager, or designee, is directed to file a Notice of Determination in accordance with CEQA �§ 21152, 21167(f); CEQA Guidelines § 15094; and any other applicable law.
SECTION 5. General Plan and Zoning. The revised Project conforms to the Bellflower General Plan, asset forth in Section 2. In addition, tf•ie revised Project conforms to the Transit Oriented Development Specific Plan No. 8 (TODSP), and Title 17 (Zoning) of the BMC in that the zoning classification for the Project site is Downtown Bellflower Transit Oriented Development Specific Plan (TOD SP), and includes the Town Center (TC -1) District, Area 1 and the Bellflower Village Overlay Zone — North (BVOZ-N) and are included in Planning Area 3, which allows for commercial and mixed-use development. —4—
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-. No. 1418
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SECTION 6. Use of Public Parking Facility Findings. Pursuant to Resolution No. 17-52, adopted August 28, 2017, the City Council still finds the following facts exist:
A. The proposed development is located in the BVOZ-N of the TODSP B. The site plan for the proposed development is consistent with neighboring development. The submitted plans were evaluated and have been determined to be in compliance with the development standards of the TOD SP. The proposed uses are compatible with the various existing businesses which currently provide retail/restaurant/alcohol service and a comedy theater.
C. There are four public parking facilities within 300 feet of the proposed development (totaling 503 parking spaces) and one public parking facility within 500 feet of the proposed development (totaling 93 parking spaces).
D. With the completion of the City's parking structure, there are approximately 1,093 public parking spaces available within the vicinity. A parking survey was conducted in June 2019, which found that during peak demands of evenings and weekends, there were 283 parking spaces available on public parking lots. The number of parking spaces proposed to be transferred to the public parking lots could be accommodated based on the available parking observed at the time the survey was conducted.
SECTION 7. Public Benefits. The Amendment provides for public benefits including, without limitation:
A. The Project is part of City's downtown and its revitalization is crucial for the economic revitalization of the downtown;
B. The Project is located on underutilized property. Improving the property through private investment is a critical component of City's overall plan for a thriving downtown;
C. Providing fiscal benefits to City's general fund in terms of increased property and sales taxes;
D. Providing short-term construction employment within City; E. Enhancing access to City's public recreational facilities by providing a transit -oriented development Project within walking distance to a Class III bikeway, the future Downtown Bellflower Station for the West Santa Ana Branch Transit Corridor Light Rail, Pirate Park, and the Mayne Events Center; and
F. The Project prevents the spread of blight in the downtown by reusing and repurposing the currently vacant former Greek Market building. The project enhances the appearance of the community through creative design of buildings, structures, and facilities.
City of Bellflower
Ordinance No. 1418
SECTION 8. Incorporation of Amended Development
Execution. In accordance with Government Code §§ 65864, E approves the Amendment in substantially the form attached incorporated into this Ordinance by reference.
Agreement; Changes;
t seq. this Ordinance
as Exhibit "A," and
A. The Amendment may be changed before execution as authorized by the City Council during the public hearings for the Project.
B. The Amendment may be changed before execution for minor clarifications and technical, clerical, corrections as approved by the City Attorney including, without limitation, completion of references, status of planning approvals, and completion and conformity of all exhibits to the Amendment.
C. The City Council authorizes the Mayor to execute the Amendment on the City's behalf. The City Manager, or designee, is authorized to execute amendments or operative memoranda as permitted by the Agreement, in a form approved by the City Attorney.
SECTION 9. Construction. This Ordinance must be broadly construed in order to achieve the purposes stated in this Ordinance. It is the City Council's intent that the provisions of this Ordinance be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Ordinance.
SECTION 10. Enforceability. Repeal of any provision of the Bellflower Municipal Code does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance.
SECTION 11. Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the matter. The determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole.
SECTION 12. Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions: Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.
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irdinance No.
'age
SECTION 13. Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable.
SECTION 14. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.
SECTION 15. Publications. The City Clerk is directed to certify the passage and adoption of this Ordinance; make a note of the passage and adoption in the records of this meeting; and, within 15 days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.
SECTION 16. The City Clerk is directed to certify the passage and adoption of this Ordinance, cause it to be entered into the City of Bellflower's book of original ordinances, make a note of the passage and adoption in the records of this meeting, and, within fifteen days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.
SECTION 17. Effective Date. This Ordinance becomes effective on the 30th day following its passage and adoption.
ORDINANCE NO. 141 HAD ITS FIRST READING ON SEPTEMBER 12, 2022, ITS SECOND READING ON SEPTEMBER 26, 2022, AND WAS DULY PASSED,
APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AT ITS REGULAR MEETING OF SEPTEMBER 26,2022M ATTEST:
MCarl H. Berger, City Att®rney
ATTACHMENT: Exhibit A —First Amendment to Development Agreement File No. 837.1 —7—
Exhibit A
First Amendment to Development
Agreement File No. 837.1
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO.
CITY CLERK
CITY OF BELLFLOWER
16600 CIVIC CENTER DRIVE
BELLFLOWER, CA 90706
EXEMPT FROM RECORDER' S FEES
Pursuant to Government Code § 6103
FIRST AMENDMENT TO
OWER TOD MIXED-USE PROJEC
EVELO
AG
This First Amendment to Development Agreement (the "First Amendment") is made as of September 26, 2022 by and between 16411 Bellflower, LLC, a California limited liability company ("Owner") and the City of Bellflower, a general law city and municipal corporation (the "City") (the City together with Owner referred to as the "Parties"). The Parties agree as follows:
1. Recitals. The Parties execute this First Amendment with reference to the following:
A. City and Owner executed a Development Agreement effective August 12, 2020 (the "Agreement") and recorded November 9, 2020 as Document No. 20201419960 in the Official Records of Los Angeles County regarding development of the Bellflower TOD Mixed -Use project ("Project") on that real property identified in attached Exhibit "1" (the "Property"), which is incorporated by reference. Unless the contrary is stated or, clearly appears from the context, the following definitions govern the construction of the words and phrases used in this First Amendment. Words and phrases not given a meaning by this First Amendment have the meaning set forth in the Agreement.
B. Section 6.03 of the Agreement provides that the Agreement may be amended from time to time upon the mutual written consent of City and Developer.
C. The Agreement included provisions related to development of the Project, including the Theater Component and Residential Component. The Residential Component is now under construction.
D. Developer filed an application with City for TOD Project Review modifications (No. 5-22-13051) that would reconfigure the portion of the Project currently identified as the Theater, Theater Retail, and Theater Component to facilitate a greater range of retail tenants in the approximately 14,062 square foot retail portion of the Property as shown in Exhibit A. Consistent with Section 3.13 of the Agreement, approval of the Project Review modifications continues to constitute the Project Approvals as referenced in the Agreement.
E. The application for TOD Project Review modifications has been reviewed pursuant to the California Environmental Quality Act (Pub. Res. Code Section 21000 et. seq.).
An addendum to the previously adopted Mitigated Negative Declaration was prepared
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and determined that the TOD Project Review modifications would not result in a significant environmental impact not previously considered in the Mitigated Negative Declaration. On August 8, 2022 and September 12, 2022, the City Council held a duly noticed public hearing and on September 12, 2022 approved TOD PR 5-22- 13051, the addendum to the Mitigated Negative Declaration, and the amendments incorporated in this First Amendment.
F. The Parties desire to clarify the provisions related to implementing the Theater, Theater Retail, and Theater Component of the Project.
2. Replacement of Theater and Theater Retail with General Retail. As a broader range of retail tenants are now expected to occupy the portion of the Project previously referred to as the Theater Component, references to the "Theater" and "Theater Retail" are replaced with "Retail" and "Theater Component" is replaced with the "Retail Component" as shown in Exhibit A, which is incorporated by reference.
3. Entertainment Tenant. Within one year after City issues a temporary certificate of occupancy on the Retail Component, Owner must have executed a lease with an Entertainment Anchor for the Retail Component and provide notice of such proposed lease execution to the City Manager. Entertainment Anchor must be open for business within nine months of lease execution ("Entertainment Anchor Deadline"). Notwithstanding the foregoing, the Entertainment Anchor Opening Deadline may be tolled and extended for any cause as described in Section 7.08 [Impossibility of Performance; Extensions] in the Agreement. An "Entertainment Anchor" means one of the following: theatre, live music venue, bowling, or other retail that provides the customer with an entertainment experience. For the sake of clarity, the obligation to lease a portion of the Retail Component to an Entertainment Anchor provided in this Section 3 replaces the best efforts obligation to complete the Theater as provided in Section 4.01.01 of the Agreement and the obligation as provided in Section 4.02.02 of the Agreement to have a qualified entity operating the Theater. Notwithstanding the foregoing, Laemmle Theaters, LLC or its affiliate is a pre -approved theater tenant. Any Entertainment Anchor other than the pre -approved theater tenant, and notwithstanding the foregoing, must be approved by the City Council within 30 days of Owner providing a written request for approval with City. Such approval will not be unreasonably withheld.
It is anticipated, but not required, that consideration of any such Entertainment Anchor will be placed on the City Council's consent calendar with a recommendation from the City Manager.
4. Liquidated Damages. The Part
ies agree that satisfaction of the Entertainment
Anchor Deadline is a material term in this Amendment. Among other things, satisfaction of the Entertainment Anchor Deadline represents a significant increase in sales tax revenue to City. Any delay or failure to satisfy the Entertainment Anchor Deadline will result in a financial loss to City.
A. The Part
ies also recognize that it will be impracticable to determine actual damages which City will sustain in the event of or by reason of the delay. Accordingly, instead of requiring any such proof, City and Owner agree that as liquidated damages for delay (but not as a penalty) of the Entertainment Anchor Deadline, Owner must pay City the amounts below as specified. It is further agreed that the amount stipulated for liquidated damages is a reasonable estimate of the damages that would be sustained by City, and Owner agrees to pay such liquidated damages as herein
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provided. If Owner neglects, refuses, or fails to pay City as provided in this Section, any amounts are deemed a debt to City, will accrue interest at the statutory rate, and City may use any legal means to recoup such debt at Owner's cost including, without limitation, attorney's fees.
B. If Owner fails to satisfy the Entertainment Anchor Deadline in accordance in Section 3, above, and has not cured such failure within 90 days after written notice of such failure, Owner must pay the damages ("Damages") to City in accordance with the payment schedule below. The Damages are payable within 30 days after an uncured default, and every year thereafter that there is no Entertainment Anchor tenant in business, subject to Section 4(C) below:
Y+�ar R��yrnen�
1 2,000.00
2 28,68.92
3 29384.54
4 30,102.27
5 30,837.53
6 31159036
7 $ 32,362.38
8 33,1.52.5
9 33,962.62
10 34,792418
11. 35164139
12 36,512.57
13 37,404.41
14 38131.8.03
15 39125.97
C. Should Owner not secure an Entertainment Anchor by the Entertainment Anchor Deadline, but secures an Entertainment Anchor thereafter, the Owner is not obligated to pay the damages for the next year and years thereafter. At the end of the term of the Agreement, the Owner will have no further obligation to pay Damages.
D. Owner's obligation to pay the foregoing damages is subordinate to any Deed of Trust now or hereafter encumbering the Property that secures a petrnanent loan for the Project.
5. Retail Parking. Consistent with Section 4.02.03 and 4.02.04 of the Agreement, off- streetparking for the Retail may continue to be transferred to designated off-site parking locations, consistent with Section 4.10.3(E)(3) of the Transit Oriented Development Specific Plan authorizing the transfer of commercial parking to designated off-site parking locations by a Parking License Agreement with City. For the sake of clarity, the Form of the Parking License Agreement for the
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Retail attached as Exhibit B to this Amendment replaces Exhibit E.1 [Form of the Parking License Agreement for Theater] and Exhibit E.2 [Form of the Parking License Agreement for Theater Retail] as further described in Section 4.02.07 of the Agreement. Duri furng the term of the Parking License.
Agreement no additional parking or in lieu fees will be required for the Retail use other than as required by New Other Laws.
Other Change. Except as expressly clarified by this First Amendment, all of the terms and conditions of the Agreement remain unchanged and in full force and effect.
7. Miscellaneous. Terms and conditions of this First Amendment may not be waived, amended or modified except in a writing executed by the Parties. This First Amendment may be executed in multiple counterparts, each of which are deemed an original and all of which constitute one and the same First Amendment.
8. Recordation. The parties will record this First Amendment in the Office of the Los Angeles County Recorder in the manner set fort
h in Government Code § 65868.5.
[SIGNATURES ON NEXT PAGE]
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CITY:
CITY OF BELLFLOWER,
a municipal corporation
Jeffrey L. Stewart, City Manager
City Manager
ATTEST:
Mayra Ochiqui,
City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
OWNER:
16411 BELLFLOWER, LLC,
a California limited liability company
By:
Jason Tolleson, Manager
Vice President
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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,
ss.
[here insert name and title of officer]
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
-� 4-
(Seal)
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,
sS*
[here insert name and title of officer]
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature,
(Seal)
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Exhibit A
[Retail Component Site Plan —First Floor]
MAYNE ST. -- --�
�
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Exhibit A
[Retail Component Site Plan — Second Floor]
Exhibit B
Form of Parking License Agreement for Retail
LICENSE AGREEMENT FILE NO. BETWEEN THE
CITY OF BELLFLOWER AND
16411 BELLFLOWER, LLC
THIS LICENSE AGREEMENT ("Agreement") is made and executed this day of in the year between the CITY OF BELLFLOWER, a
municipal corporation ("City"), and 16411 Bellflower, LLC, a California Limited Liability Company ("Developer"). The Parties agree as follows:
1. LICENSE; DESCRIPTION OF PROPERTY. City licenses for Developer to use, on the terms and conditions in this License, the public parking lots and facilities ("Public Parking") located within the Bellflower Village Overlay Zone — North (BVOZ-N) for approximately square feet of space located at Bellflower Blvd., which is part of the Bellflower TOD Mixed -Use Project development ("Project") at 16411 Bellflower ("Property"). The intended use of the space will be a [update to identify specific use, e.g. General Commercial, Specialty Commercial or Restaurant/Bar]("Retail") use within the BVOZ-N. The location of the Project Property is depicted on the map attached as Exhibit "1," and the specific location of the Retail within the Project Property is shown in Exhibit "2," both of which are incorporated by reference.
The Public Parking is depicted on the map attached as Exhibit "3," and incorporated by reference.
City's action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter the Public Parking solely for meeting parking requirements set forth in Section 4.10.3(E)(3) of the TOD SP and as contemplated by Development Project Review No. 1-20-1063 0 adopted by Resolution No. 20-29 on June 22, 2020, as further described in that certain Development Agreement between City and Developer on August 12, 2020 recorded in the Official Records of Los Angeles County on November 9, 2020 (Document Number 20201419960) ("Development Agreement").
2. USE OF PROPERTY. Developer may utilize the Public Parking for the use of its patrons 24 hours per day (except that patron use may be limited by maximum number of parking hours, street sweeping or other applicable restrictions) in order to meet the parking requirement set forth in the BMC at no cost to Developer. Such use is nonexclusive, i.e., other members of the public may also use the Public Parking for any legal purpose. At time of execution of this Agreement, Developer does not assume responsibility for the security, policing, and maintenance of the Public Parking.
3. TERM. This Agreement will become effective upon issuance of the temporary cert ificate of
occupancy for the Retail. Unless terminated at least 30 days before the anniversary date of this Agreement, the term will automatically renew on the anniversary date for successive one-year terms. Unless otherwise determined by written amendment between the parties, this Agreement will terminate as stated in Section 4.
4. TERMINATION.
A. Upon a change of use from [update to identify specific use, e.g. General Commercial, Specialty Commercial or Restaurant/Bar] use within the BVOZ to a use that requires an equivalent or less parking than one space per 400 square feet, as determined by the Planning Director, then the term of this Agreement will be extended for such use.
If a change of use requires more parking, the term of this Agreement may be terminated and a new parking license agreement will be considered by the City Council. The same determination will be made by the Planning Director to determine if a subsequent use requires equivalent or less parking, in which case the term of the Agreement will be extended, or if a new use requires more parking, in which case the a new parking license will be considered by the City Council. executing this document, Developer waives any and all claims for damages that might otherwise arise from City's termination under this Section.
C. Upon termination, the parties will have no further obligations other than those expressly stated to survive.
5. ALTERATIONS. Developer will not make, or cause to be made, any alterations to the Public Parking, or any part thereof, without City's prior written consent.
6. SIGNS. Developer will not place any sign upon the property without City's prior written consent. Developer will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
7. ASSIGNMENT. Assignment of the rights in this Agreement may occur consistent with the terms of Section 8 of the Development Agreement during the term of the Development Agreement.
After the term of the Development Agreement, City will not object to the assignment of the Agreement except for good cause. Upon City approval of assignment, the assignee may select whether the assignment is documented in either (a) an assignment agreement in the form of Exhibit 4 to this Agreement between Developer and assignee or (b) a parking license agreement in the Form of this Exhibit A to the Development Agreement between City and assignee.
8. INDEMNIFICATION.
A. Developer will hold City harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should. any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of use of this license or breach of this Agreement, or its performance, pursuant to this Agreement, Developer will defend City (at City's request and with counsel satisfactory to City) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. -19-
B. For purposes of this section "City" includes City's officers, officials, employees, agents, representatives, and certified volunteers.
C. Developer expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be maintained by Developer as required by Section 9 below, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Developer pursuant to this Agreement, including without limitation to the provisions concerning indemnification.
9. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Developer will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Tempe of Insurance Limits (combined single
Commercial general liability:
Workers' compensation
$2,000,000
Statutory requirement
Commercial general liability insurance will meet or exceed the requirements of the most current ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence,'.' nota "claims made," basis and will not be cancelable except upon thirty (3 0) days prior written notice to City.
B. Developer will furnish to City duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." _2a_
10. COMPLIANCE WITH LAW. Developer will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of Developer in any action or proceeding against Developer, whether City be a party thereto or not, that Developer has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between City and Developer.
11. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to:
Developer at:
16411 Bellflower, LLC
500 N. Brand Blvd. Suite 2120
Glendale, CA 91203
Attn: Jason Tolleson
City at:
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attn: City Manager
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
12. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature.
13. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
14. ENTIRE AGREEMENT. The Development Agreement, this Agreement and its Att achments
constitute the sole agreements between City and Developer respecting the subject matter, the use of the Public Parking by Developer, and the specified Agreement term, and correctly sets forth the obligations of City and Developer. Any agreement or representations respecting the subject matter or its licensing by City to Developer not expressly set forth in this instrument are void. -21-
15. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
16. AUTHORITY/ MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. City's City Manager, or designee, may execute any such amendment on behalf of City.
17. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
CITY:
CITY OF BELLFLOWER,
a municipal corporation
Jeffrey L. Stewart,
City Manager
ATTEST:
Mayra Ochiqui,
City Clerk
APPROVED AS TO
FORM:
Karl H. Berger,
City Attorney
_22_
DEVELOPER:
16411 BELLFLOWER, LLC a
California Limited Liability
Company
Jason Tolleson,
Manager
Parking License Agreement
Exhibit 1
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Parking License Agreement
Exhibit 2
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Parking License Agreement
Exhibit 2
Enlarged Site Plan — Second Floor
-25-
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Parking License Agreement
Assignment Agreement
Exhibit 4
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the day of , 20_, by and among , a
("Assignor") and , a ("Assignee").
RECITALS
A. 16411 Bellflower, LLC ("Assignor") entered into an Parking License Agreement No. ("License") with the City of Bellflower ("City") on for the purposes utilizing public parking lots and facilities ("Public Parking") located within the Bellflower Village Overlay Zone — North (BVOZ-N) for the located at .
B. Assignor desires to assign to Assignee and Assignee desires to assume, without qualification, all rights and obligations of Assignor under the License. Upon execution of this Agreement and transfer to Assignee of the License, Assignor desires to be released from any and all obligations under the License.
AGREEMENT
NOW, THEREFORE, Assignor and Assignee hereby agree as follows:
1. Assignment b� rior. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, interests, obligations, duties, responsibilities, conditions and restrictions under the License from and after the Effective Date (defined in Section 10 below).
2. Substitution of Assignor. Assignee hereafter will be substituted for and replace Assignor in the License. Whenever the term "Developer" appears in the License, it means Assignee.
3. License in Fu11 Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the License are hereby ratified and remain in full force and effect.
4. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under are:
Attention:
Telephone:
With a copy to:
Attention:
Telephone:
_27_
Facsimile:
5. Applicable Law/Venue. This Agreement will be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement may be brought only in the Superior Court of the County of Los Angeles, State of California.
6. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement will be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers will each be deemed to include the other; (b) the masculine, feminine, and neuter genders will each be deemed to include the others, (c) "must," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting.
7. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement.
8. Severability. Except as otherwise provided herein, if any provisions) of this Agreement is (are) held invalid, the remainder of this Agreement will not be affected, except as necessarily required by the invalid provisions, and remain in full force and effect unless amended or modified by mutual consent of the parties.
9. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to constitute an original, but all of which, when taken together, constitutes one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart.
10. Effective Date. The Effective Date of this Agreement is the date upon which Assignee obtains fee title to the Property and delivers evidence %J the transfer to City ("Effective Date").
For the purposes of this Section, the evidence of transfer consists of a duly recorded deed and title report.
IN WITNESS WHEREOF, Assignor and Assignee have entered into this Agreement as of the date first above written.
[Signatures follow on separate page]
Dated:
Assignor:
16411 BELLFLOWER, LLC a
California Limited Liability Company
Jason Tolleson
Manager
Assignee:
_29_
C� OF BELLFZ,oj;vT`
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: Elizabeth Corpuz, Director of Planning and Building Services Jason P. Clarke, Senior Planner
SUBJECT: Consideration and possible action to conduct a public hearing to consider an application from 16411 Bellflower, LLC to modify the Transit Oriented Mixed -Use Development Project located at 16411 Bellflower Boulevard as proposed by 16411 Bellflower, LLC; adopt Resolution No. 22-43; and introduce and waive first reading of Ordinance No. 1418.
DATE:
Resolution No. 22-43 — A Resolution approving TOD PR 5-22-13051 to allow a modification and reconfiguration of a previously approved commercial building for retail, restaurant, and entertainment uses within the Downtown Bellflower TOD Specific Plan, and approving an addendum to Mitigated Negative Declaration No. MND 20-01 for property located at 16411 Bellflower Boulevard; Applicant and Developer: 16411 Bellflower, LLC. [Continued from August 8, 2022] Ordinance No. 1418 — An Ordinance approving the first amendment to Development Agreement File No. 837.1, in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC, to modify and reconfigure the mixed-use development project within the Downtown Bellflower TOD Specific Plan on property located at 16411 Bellflower Boulevard; Applicant and Developer: 16411 Bellflower, LLC. [Continued from August 8, 2022]
September 12, 2022
EXECUTIVE SUMMARY
On August 8, 2022, the City Council held a public hearing to consider a request by Serrano Development Group, Inc. ("Serrano"), an affiliate of 16411 Bellflower, LLC (the "Applicant"), to modify and reconfigure the movie theater and retail component of the Transit Oriented Development Mixed -Use Project ("Project") to allow for a greater range of retail tenants. At the conclusion of the hearing, the City Council closed and continued the hearing to September 12, 2022, The City Council referred the project back to the modified Economic Development Subcommittee (Mayor Pro Tem Santa Ines and Council Member Koops) to review a revised building design and revised components of the Development Agreement Amendment ("Amendment"). On August 18, 2022 and August 30, 2022, the Economic Development Subcommittee met to discuss building design options and revisions to certain components of the Amendment. The revised building design and the Amendment were reviewed by the modified Economic Development Subcommittee and are attached to the staff report.
Staff Report — TOD PR 16411 Bellflower Blvd.
MND 20-01 Addendum, TODPR 5-22-13051, and Amendment to AFN 837.1 September 12, 2022
RECOMMENDATION TO CITY COUNCIL
1) Re -open the public hearing; take testimonial and documentary evidence; and after considering the evidence, adopt Resolution No. 2243;
2) Consider introducing and waiving first reading of Ordinance No. 1418 amending the Development Agreement affecting the movie theater use; or 3) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
If approved, the revised project would create economic opportunity, as defined by Government Code § 52200.2 by creating jobs and increasing property tax revenues by at least 15%. In addition, if an entertainment tenant does not occupy a portion of the commercial building, the owner must pay the City liquidated damages of up to $500,000 as outlined in the amended Development Agreement.
CEQA STATUS
The City Council previously approved a mitigated negative declaration ("MND") for the originally approved project on June 22, 2020 via Resolution No. 20-29 (Case No. MND 20- )1). For the revised project, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA") and the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the "CEQA Guidelines"). An Addendum to MND was prepared pursuant to the requirements of CEQA Guidelines § 15164. Pursuant to CEQA, the Addendum need not be circulated for public review (CEQA § 15164(c)). It must, however, be considered by the City Council before it makes a decision regarding the project (CEQA § 15164(d)). Based upon the Addendum, no new significant impacts would occur with the revised project.
DISCUSSION
On August 8, 2022, the City Council held a public hearing to consider a request from the Applicant to: 1) modify and reconfigure a previously approved commercial building for retail, restaurant, and entertainment uses; 2) amend the Development Agreement regarding uses and parking; and 3) consider%the Addendum. During the meeting, the City Council discussed the building design, building colors, the types of entertainment anchor uses, the minimum building square footage for an entertainment anchor, and the proposed liquidated damages.
At the conclusion of the public hearing, the City Council closed the public hearing and continued the item to September 12, 2022. The City Council referred the matter back to the modified Economic Development Subcommittee (Mayor Pro Tem Santa Ines and Council Member Koops) to consider the following: ,
1) A revised building design similar to the original June 22, 2020 approval; -31-
Staff Report — TOD PR 16411 Bellflower Blvd.
MND 20=01 Addendum, TODPR 5-22-13051, and Amendment to AFN 837.1 September 12, 2022
DISCUSSION — Continued
2) A revised Development Agreement Amendment removing "brewery" and "art gallery" from the list of allowed entertainment anchors and to reconsider the minimum 4,000 square -foot entertainment anchor requirement.
On August 18, 2022, the modified Economic Development Subcommittee and Applicant's representatives met to review design options and to discuss certain components of the Development Agreement Amendment. The Subcommittee agreed on a revised building design that included a large, storefront glass look at the corner of Bellflower Boulevard and Oak Street (similar to the 2020 design) with a unique building color and decorative awning.
The Subcommittee discussed the new staircase design that no longer included a tower feature and instructed the applicant to come back with optional staircase designs for consideration. The Subcommittee also reviewed and agreed on changes to the Amendment related to the minimum square footage of the entertainment anchor, the types of entertainment uses, and the liquidated damages.
On August 30, 2022, the Subcommittee reviewed three options for the staircase design and agreed on one option to move forward with for City Council consideration (Attachment E).
Below, is an update to the revised project/building design, fihe draft Development Agreement, and the Addendum to the MND:
• Revised Transit-®riented Devel®pment Pr®ject Review
Parcel A (16411 Bellflower Boulevard) — In comparison to the plans reviewed by Council on August 8, 2022, some of the building features/open space areas were slightly increased/decreased (see Attachment C for a comparison). The revised plans include a partial two-story, 14,062 square -foot building with 10,490 -square feet of leasable space on the 1St floor, 3,387 -square feet of leasable space on the 2nd floor, and a 196 -square foot decorative staircase. The total building height is now 32'-11 ". Exterior features include a 3,634 square -foot public plaza on the corner of Bellflower Blvd. and Oak St., a 3,062 square - foot patio space/colonnade for potential outdoor dining on the first floor, and a 1,378 square. moot potential outdoor dining deck on the second floor. The building will be designed with contemporary architectural features, incorporating various building materials and colors on all four sides of the building. Conditions of approval are included.
III
The following changes are included in the Development Agreement Amendment as reviewed by the Subcommittee: 1) the minimum 4,000 square feet of floor area for the "Entertainment Anchor" was removed; 2) "brewery" and "art gallery" were removed from the definition of "Entertainment Anchor"; and 3) the liquidated damages table was revised and results in a i
hgher payment amount starting at year one. The building will allow for Retail, Restaurant, Offices, and an Entertainment Anchor.
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Staff Report — TOD PR 16411 Bellflower Blvd.
AND 20-01 Addendum, TODPR 5-22-13051, and Amendment to AFN 837.1 September 12, 2022
DISCUSSION — Continued
• Addendum to the Mitigated Negative Declaration
A revision to the Addendum to the MND was completed and prepared for the Project. Minor revisions include updated space calculations and exhibits. Parcel A, consists of 388 square feet less of gross commercial building space and is substantially similar to the proposal analyzed in the MND. Any future additional space/modifications beyond 14,062 square feet of commercial space on Parcel "A" may require additional CEQA review. The revisions to the Addendum conclude no new significant impacts would occur as a result of the proposed modifications; therefore, no additional environmental mitigations are required for the proposed project.
ATTACHMENTS
A. Resolution No. 22-43 (Conditions of approval and addendum to MND 20-01) ................................5 B. Ordinance No. 1418 (Includes First Amendment to AFN 837.1) .............. . ............... ..............84 C. August 8, 2022 City Council Meeting — (Staff Report only)...............................................112 D. June 22, 2020 City Council — (Staff Report only)................................................................117 E. Applicant's Project Plans........... 0 Sawa Monson mammomas. ............ . ..........................................123 -33-