6255ORDINANCE NO. 6255
AN ORDINANCE OF THE CITY OF ANAHEIM (1)
APPROVING AMENDMENT NO. 1 TO DEVELOPMENT
AGREEMENT NO. 2006-00004 BY AND BETWEEN THE
CITY OF ANAHEIM AND AMB PLATINUM, LLC, (2)
MAKING CERTAIN FINDINGS RELATED THERETO,
AND (3) AUTHORIZING THE MAYOR TO EXECUTE
SAID AMENDMENT ON BEHALF OF THE CITY.
(DEV2012-00036)
WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section
65864) of the Government Code of the State of California (hereinafter the "Statute") authorizes a
city to enter into a development agreement with any person having a legal or equitable interest in
real property for the development of the property as provided in said Statute; and
WHEREAS, upon request of an applicant, cities are required to establish procedures and
requirements by resolution or ordinance for the consideration of development agreements; and
WHEREAS, the City of Anaheim (hereinafter the "City") heretofore on November 23,
1982, enacted Ordinance No. 4377 (hereinafter the "Enabling Ordinance") which makes the City
subject to the Statute; and
WHEREAS, pursuant to subdivision (c) of Section 65865 of the Statute, the City
heretofore on November 23, 1982, adopted Resolution No. 82R-565 (hereinafter the "Procedures
Resolution") establishing procedures and requirements for the consideration of development
agreements upon receipt of an application by the City; and
WHEREAS, pursuant to the Procedures Resolution, the process for the adoption of an
amendment to a Development Agreement is the same as the process for entering into a
Development Agreement in the first instance; and
WHEREAS, on September 11, 2007, the City of Anaheim and AMB Property, L.P,
entered into that certain Development Agreement No. 2006-00004, which was recorded in the
Official Records of the County of Orange, California on November 16, 2007 as Instrument No.
2007000687363 (the "Development Agreement') with respect to that certain real property
located at 1969 South State College Boulevard in the City of Anaheim, County of Orange, State
of California, which real property is more particularly described in Exhibit A attached hereto
and incorporated herein by this reference (the "Property"). A copy of the Development
Agreement is on file in the Office of the City Clerk of the City of Anaheim; and
WHEREAS,AMB Property, L.P. subsequently conveyed all of its right, title and interest
in and to the Property to AMB Platinum, LLC, a Delaware limited liability company ("Owner");
and
WHEREAS, the Development Agreement provides for the development of a mixed-use
project consisting of up to 1,208 residential units, up to 50,000 square feet of retail/commercial
uses, up to 100,000 square feet of office uses, a 1.7 acre public park, and related improvements
(the "Project"); and
WHEREAS, pursuant to the Procedures Resolution and Section 18 of the Development
Agreement, Owner submitted a letter requesting an amendment to the Development Agreement
("Amendment No.l") to (i) extend the initial Term of the Development Agreement from an
initial period of five (5) years, subject to two (2) additional five-year extensions, to an initial
period of ten (10) years, subject to two (2) additional five-year extensions, and (ii) revise
development milestones associated with the Owner's right to extend the Term for the two (2)
additional extensions; and
WHEREAS, the Anaheim City Planning Commission (hereinafter referred to as
"Planning Commission") did hold a public hearing at the Civic Center in the City of Anaheim on
July 2, 2012, at 5:00 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, to hear and consider
evidence for and against said amendment to Development Agreement, and to investigate and
make findings and recommendations in conjunction therewith; and
WHEREAS, the Planning Commission, after due inspection, investigation and study
made by itself and in its behalf, and after due consideration of and based upon all of the evidence
and reports offered at said public hearing, did adopt its Resolution No. PC2012-042
recommending that the City Council adopt Amendment No.l to revise the provisions for
performance milestones and to extend the Term of the Agreement, as requested by Owner; and
WHEREAS, the City Council did hold a public hearing on Amendment No. 1, notice of
said public hearing having been duly given as required by law; and
WHEREAS, the City Council, after due inspection, investigation and study made by
itself and in its behalf, and after due consideration of and based upon all of the evidence and
reports offered at said public hearing, including the recommendations of the Planning
Commission, does hereby find and determine, with respect to the request for said amendment to
the Development Agreement, that all of the conditions and criteria for the approval of
Amendment No. 1 are present, as follows:
1. That Amendment No. 1 has been properly requested pursuant to Section 5.0 of the
Procedures Resolution and Section 18 of the Development Agreement.
2. That Amendment No. 1 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 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 is not otherwise detrimental to the health and safety of the
citizens of the City of Anaheim.
2
5. That Amendment No. 1 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 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.
WHEREAS, due to the nature of the proposed Amendment No. 1, the City Council finds
and determines that (i) Final Environmental Impact Report No. 335, together with Mitigation
Monitoring Program No. 143, serve as the appropriate environmental documentation for said
amendment to the Development Agreement and satisfies all the requirements of the California
Environmental Quality Act ("CEQA"); (ii) none of the conditions described in Sections 15162 or
15163 of the State CEQA Guidelines calling for the preparation of a subsequent or supplemental
EIR have occurred in connection with the proposed Amendment No. 1; and (iii) no further
environmental documentation need be prepared for the proposed Amendment No. 1.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES
ORDAIN AS FOLLOWS:
SECTION 1.
That Amendment No. 1 to Development Agreement No. 2006-00004 be, and the same is
hereby, approved, as shown in Exhibit B attached hereto and incorporated herein by this
reference.
SECTION 2.
That the Mayor be, and is hereby, authorized to execute, and the City Clerk to attest, said
Amendment No. 1 to Development Agreement No. 2006-00004 for and on behalf of the City.
3
THE FOREGOING ORDINANCE was introduced at a regular meeting of the City
Council of the City of Anaheim held on the 11 th day of September , 2012, and thereafter
passed and adopted at a regular meeting of said City Council held on the 25th day of
September , 2012, by the following roll call vote:
AYES: Mayor Tait, Council Members Galloway, Eastman and Murray
NOES: None
ABSENT: Mayor Pro Tem Sidhu
ABSTAIN: None
CITY OF ANAHEIM
-L
By: (-,/
MA OR OF THE CITY OF ANAHEIM
ATTEST:
CITY CLERK OF THE CITY OF ANfNHEIM
90419.3
4
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
CLERK'S CERTIFICATE
ss.
I, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Ordinance No. 6255 introduced at a regular meeting of the City Council of the City of
Anaheim, held on the 11th day of September, 2012, and that the same was duly passed and
adopted at a regular meeting of said City Council held on the 25th day of September, 2012, by the
following vote of the members thereof:
AYES: Mayor Tait and Council Members Galloway, Eastman and Murray
NOES: None
ABSENT: Mayor Pro Tem Sidhu
ABSTAIN: None
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September, 2012.
Qlda
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 4
SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN
THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, RECORDS
OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL 4, AS SHOWN ON A MAP RECORDED IN BOOK 81, PAGE 32 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,
CALIFORNIA.
EXCEPT THEREFROM THAT PORTION OF PARCEL 4 AS GRANTED TO STATE OF
CALIFORNIA BY DEED RECORDED FEBRUARY 22, 1999 AS INSTRUMENT NO.
19990124177.
[Assessor's Parcel No.: 083-290-88]
[END OF LEGAL DESCRIPTION.]
EXHIBIT "B"
RECORDED AT THE REQUEST OF
AND, WHEN RECORDED, RETURN TO:
City of Anaheim
200 S. Anaheim Boulevard
Anaheim, California 92805
Attention: City Clerk
Address: 1969 South State College Boulevard [SPACE ABOVE THIS LINE IS FOR RECORDER'S USE]
Anaheim, California
Assessor's Parcel No.: 083-290-88
AMENDMENT NO. I
TO
DEVELOPMENT AGREEMENT NO. 2006-00004
Between
CITY OF ANAHEIM
and
AMB PLATINUM, LLC
Exhibit "B"
Page 1 of 12
AMENDMENT NO. 1
TO
DEVELOPMENT AGREEMENT NO. 2006-00004
This AMENDMENT NO. I TO DEVELOPMENT AGREEMENT NO. 2006-00004
("Amendment No. I"), dated for purposes of identification only as of , 2012,
is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation and
charter city (the "City"), PROLOGIS, L.P., a Delaware limited partnership (formerly known as
AMB Property, L.P., a Delaware limited partnership) ("Prologis'), and AMB PLATINUM, LLC,
a Delaware limited liability company ("AMB Platinum" or "Owner"). Together, the City,
Prologis, and AMB Platinum shall be referred to as the "Parties".
RECITALS
A. The City and AMB Property, L.P., a Delaware limited partnership, entered into
that certain Development Agreement No. 2006-00004, dated September 11, 2007, which was
recorded in the Official Records of the County of Orange, State of California ("Official
Records") on November 16, 2007 as Instrument No. 2007000687363 (the "Development
Agreement") with respect to that certain real property situated in the City of Anaheim, County of
Orange, State of California, consisting of approximately 17.6 -acres and located at 1969 South
State College Boulevard, which real property is more particularly described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property").
B. On July 29, 2008, AMB Property, L.P. conveyed title to the Property to AMB
Platinum, LLC.
C. On January 30, 2011, AMB Property Corporation and AMB Property, L.P.
entered into an Agreement and Plan of Merger, with Prologis and a number of its affiliates. In
June 2011, following the consummation of the merger, AMB Property Corporation and AMB
Property, L.P. continue in existence with their corporate and partnership names changed,
respectively, to "Prologis, Inc." and "Prologis, L.P."
D. The Development Agreement provides for the development of a mixed-use
master planned community consisting of up to 1,208 residential units, up to 50,000 square feet of
retail/commercial uses, up to 100,000 square feet of office uses, a 1.7 acre public park and
related improvements.
E. Pursuant to Section 21 of the Development Agreement and Chapter 18.60 of the
Anaheim Municipal Code, Owner submitted a request to extend the Term of the Development
Agreement, as described in subsection 2.1 of the Development Agreement.
F. The City and Owner desire to amend the Development Agreement to extend the
Term thereof and for Prologis to formally assign its interest in the Development Agreement to
AMB Platinum, and to that end, to modify, amend and supplement certain portions of the
Development Agreement.
Exhibit "B"
Page 2 of 12
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:
SECTION 1. DEFINED TERMS.
Except as otherwise provided herein, capitalized words and terms used in this
Amendment No. 1, if not defined in this Amendment No. 1, shall have the meanings ascribed
thereto in the Development Agreement.
SECTION 2. DEFINITIONS.
Subsection 1.21 of Section 1 of the Development Agreement is hereby deleted in its
entirety and replaced with the following:
"1.21 OWNER. "OWNER" is AMB Platinum, LLC, a Delaware limited
liability company ("AMB Platinum"). "Owner" is further defined to mean any
person or entity with which or into which AMB Platinum may merge, and any
person or entity who may acquire substantially all of the assets of AMB Platinum,
and any person or entity who receives any of the rights or obligations of AMB
Platinum under this Development Agreement in accordance with the provisions of
Section 31 (Assignment) of this Development Agreement."
SECTION 3. TERM.
(a) Subsection 2.1 of "Section 2. TERM" of the Development Agreement is hereby
amended and restated to read in full as follows:
112.1 The term of this Development Agreement (hereinafter called "Term")
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, which is November 16, 2007, and shall extend for a period of
ten (10) years thereafter, terminating at the end of the day on November 16, 2017.
Thereafter, the Development Agreement shall be extended for up to two (2)
additional five (5) year periods provided that the development milestones
described in Exhibit E are timely and satisfactorily achieved. OWNER shall
submit proof of satisfying those development milestones prior to the expiration of
the initial Term or, in the case of the second option term, prior to the expiration of
the first option term. The Planning Director shall determine if the required
development milestones have been met and inform the City Council of the
extension of the Development Agreement. OWNER may appeal to the Planning
Commission and, subsequently, the City Council any determination of the
Planning Director regarding satisfaction of the development milestones."
(b) Subsection 2.2 of "Section 2. TERM" of the Development Agreement is hereby
amended and restated to read in full as follows:
112.2 The Development Agreement shall terminate at the end of the day on
either the tenth anniversary of the Development Agreement Date (i.e., November
Exhibit "B"
Page 3 of 12
16, 2017) or, if the Term has been extended as provided in this Section, at end of
the final day of the final applicable five-year extension period. The Term is
subject to the periodic review and modification or termination provisions defined
in Sections 28, 29, and 30, respectively, and the terms of Section 33.1 (Force
Majeure) of this Development Agreement, and further subject to a reasonable
extension for completion of the Project in accordance with Section 2.1 above."
SECTION 4. ASSIGNMENT.
Pursuant to Section 31 of the Development Agreement, through this Amendment No. 1,
Prologis and AMB Platinum hereby formally notify the City of the assignment by Prologis to
AMB Platinum of all of Prologis' right, title and interest in and to the Property. Moreover,
Prologis hereby assigns to AMB Platinum all of Prologis's obligations and liabilities as "Owner"
under the Development Agreement effective as of the date hereog (the "Effective Date"). AMB
Platinum's address, and the name of the representation of AMB Platinum is provided below.
Upon execution of this Amendment No. 1, AMB Platinum hereby expressly and unconditionally
assumes and agrees to perform all of Prologis's liabilities, obligations, covenants, agreements,
terms, provisions and conditions under the Development Agreement. The City, by execution of
this Amendment, hereby consents to the aforementioned assignment, accepts AMB Platinum as
"Owner" under the Development Agreement, as amended, and hereby releases Prologis from any
and all of its obligations and liabilities under the Development Agreement from and after the
Effective Date of this Amendment but does not release Prologis from any costs, liabilities or
obligations that have accrued or occurred prior to the Effective Date of this Amendment;
provided, however, that such consent shall not be deemed a consent top any further or future
assignment; nor shall such consent be deemed a waiver of the provisions of the Development
Agreement requiring written consent of the City to any further assignment.
SECTION 5. DEVELOPMENT MILESTONES.
The Development Milestones, Exhibit E to the Development Agreement, is hereby
deleted in its entirety and the revised Development Milestones, attached hereto and incorporated
herein by this reference, is hereby substituted in its place. All references to the Development
Milestones or the revised Development Milestones herein and in the Development Agreement
shall be to the revised Development Milestones attached to this Amendment No. 1.
SECTION 6. NOTICE.
Subsection 33.12 of "Section 33. GENERAL" of the Development Agreement is hereby
amended and restated to read in full as follows:
"33.12 Notice.
33.12.1 To OWNER. Any notice required or permitted to be given
by CITY to OWNER under or pursuant to this Development Agreement
shall be deemed sufficiently given if in writing and delivered personally to
an officer of OWNER or mailed with postage thereon fully prepaid,
registered or certified mail, return receipt requested, addressed to OWNER
as follows:
Exhibit "B"
Page 4 of 12
AMB Platinum, LLC
c/o Prologis, Inc.
17777 Center Court Drive, Suite 100
Cerritos, California 90703
Attention: Kim Snyder
with a copy to:
c/o Prologis, Inc.
4545 Airport Way
Denver, Colorado 80239
Attention: General Counsel
And
Allen Matkins Leck Gamble Mallory & Natsis LLP
1900 Main Street, 5th Floor
Irvine, California 92614
Attention: John Condas
or such changed addresses as OWNER shall designate in writing to CITY.
33.12.2 To CITY. Any notice required or permitted to be given to
CITY under or pursuant to this Development Agreement shall be made
and given in writing and mailed with postage thereon fully prepaid,
registered or certified mail, return receipt requested, addressed to:
City Council
City of Anaheim
c/o City Clerk
200 S. Anaheim Blvd., 2nd Floor
Anaheim, California 92805
With copies to:
City Manager
City of Anaheim
200 S. Anaheim Blvd., 7th Floor
Anaheim, California 92805
and
City Attorney
City of Anaheim
200 S. Anaheim Blvd., 3rd Floor
Anaheim, California 92805
or such changed address as CITY shall designate in writing to OWNER
Exhibit "B"
Page 5 of 12
Alternatively, notices to CITY may also be personally delivered to the City Clerk,
at the Anaheim Civic Center, 200 S. Anaheim. Blvd., Anaheim, California,
together with copies marked for the City Manager and the City Attorney. The
provisions of this Section shall be deemed permissive only and shall not detract
from the validity of any notice given in a manner which would be legally effective
in the absence of this Section."
SECTION 7. TITLE REPORT.
The Preliminary Title Report, Exhibit G to the Development Agreement, is hereby
deleted in its entirety and the revised Preliminary Title Report, attached hereto and incorporated
herein by this reference, is hereby substituted in its place. All references to the Preliminary Title
Report herein and in the Development Agreement shall be to the Preliminary Title Report
attached to this Amendment No. 1.
SECTION 8. INTEGRATION.
This Amendment No. 1, the agreements specifically referred to herein, and all
attachments hereto (if any) integrate all of the terms and conditions mentioned herein, and
supersede all negotiations with respect to the subject matter hereof. This Amendment No. 1
amends, as set forth herein, the Development Agreement and, except as specifically amended
hereby, the Development Agreement shall remain in full force and effect. To the extent that
there is any conflict or inconsistency between the terms and provisions of this Amendment No. 1
and the terms and provisions of the Development Agreement, the terms and provisions of this
Amendment No. 1 shall control and govern the rights and obligations of the parties.
SECTION 9. EFFECTIVE DATE.
This Amendment No. 1 shall take effect upon the date the ordinance approving this
Amendment No. 1 takes effect.
SECTION 10. AUTHORITY OF SIGNATORIES.
By signing below, the Parties warrant and represent that the persons executing this
Amendment No. 1 on their behalf have full authority to do so.
[Remainder of page intentionally left blank, signatures appear on following pages.]
Exhibit "B"
Page 6 of 12
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT
NO. 1 AS OF THE RESPECTIVE DATES SET FORTH BELOW.
"CITY"
CITY OF ANAHEIM, a municipal
corporation and charter city
Dated: 92012. By:
Mayor of the City of Anaheim
ATTEST:
LINDA N. ANDAL, CITY CLERK
Linda N. Andal, City Clerk
APPROVED AS TO FORM:
CRISTINA L TALLEY, CITY ATTORNEY
IM
Theodore J. Reynolds
Assistant City Attorney
[Remainder of page intentionally left blank,
signatures of other parties appear on following page.]
Exhibit T"
Page 7 of 12
"OWNER"
Dated: 52012 AMB PLATINUM, LLC, a Delaware limited liability
company
By: AMB BPH, LLC, a Delaware limited liability
company, its Sole Member
By: Prologis, L.P., a Delaware limited
partnership, its Sole Member
By: Prologis, Inc., a Maryland corporation,
its General Partner
an
Kim Snyder
President of Southwest Division
"PROLOGIS"
PROLOGIS, L.P., a Delaware limited partnership
By: Prologis, Inc., a Maryland corporation,
Its General Partner
Kim Snyder
President of Southwest Division
Exhibit "B"
Page 8 of 12
ACKNOWLEDGMENT
State of
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
ACKNOWLEDGMENT
State of
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
Exhibit "B"
Page 9 of 12
EXHIBIT "A"
TO
AMENDMENT NO. 1
TO
DEVELOPMENT AGREEMENT NO. 2006-00004
LEGAL DESCRIPTION OF THE PROPERTY
REAL PROPERTY IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 4
SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN
THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, RECORDS
OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL 4, AS SHOWN ON A MAP RECORDED IN BOOK 81, PAGE 32 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,
CALIFORNIA.
EXCEPT THEREFROM THAT PORTION OF PARCEL 4 AS GRANTED TO STATE OF
CALIFORNIA BY DEED RECORDED FEBRUARY 22, 1999 AS INSTRUMENT NO.
19990124177.
[Assessor's Parcel No.: 083-290-88]
Exhibit "B"
Page 10 of 12
EXHIBIT "E"
TO
AMENDMENT NO. 1
TO
DEVELOPMENT AGREEMENT NO. 2006-00004
DEVELOPMENT MILESTONES
(Phasing and Sequencing)
1. Prior and as a condition precedent to the exercise of its first option to extend the Term of this
Development Agreement for an additional five (5) years, as set forth in Section 2.1 of the
Development Agreement, and subject to any extension arising under Section 32 of this
Development Agreement, OWNER shall complete the following milestones for Phases 1 and
2, as shown on the Phasing Plan:
(i) obtain a Temporary Certificate of Occupancy for at least two hundred fifty (250) of the
residential dwelling units within Phase 1 as shown on the Phasing Plan;
(ii) complete those on-site roadways, water lines, sewer lines, storm drains, and dry utilities
necessary to serve Phase 1 and Phase 2; and
(iii) obtain approval of Final Site Plans and apply for Building Permits for the remaining
residential units in Phase 1 that are not completed under subparagraph (i), above.
2. Prior and as a condition precedent to the exercise of its second option to extend the Term of
this Development Agreement for an additional five (5) years as set forth in Section 2.1 of the
Development Agreement, OWNER shall, in addition to the completion of the requirements
set forth in Paragraph 1 above, complete the following milestones for Phases 1, 2 and 3, as
shown on the Phasing Plan:
(i) obtain a Temporary Certificate of Occupancy for all of the proposed buildings within
Phase 1;
(ii) obtain a Temporary Certificate of Occupancy for either (a) all of the residential and retail
development within Phase 2, with the exception of any retail development that is proposed
within Development Area F, or (b) obtain a Temporary Certificate of Occupancy for all
buildings proposed within Development Area F;
(iii) complete Public Park No. 1, as shown on the Master Site Plan, with completion to be as
determined by the Community Services Department; and
(iv) apply for approval of Final Site Plans for all proposed buildings within Phase 3.
If, before the end of the then current Term (including extensions), OWNER has applied for
approval of a Temporary Certificate of Occupancy; or, OWNER has submitted a complete
Exhibit "B"
Page 11 of 12
application, as determined by the Planning Director, for a Final Site Plan, required to extend the
Term pursuant to Paragraphs 1 or 2 above, and the approval of the Temporary Certificate of
Occupancy or Final Site Plan is granted within sixty (60) days following the final day of the then
current Term, OWNER shall be deemed to have timely completed the applicable milestone and
the Term shall be extended.
Exhibit "B"
Page 11 of 12
EXHIBIT "G"
TO
AMENDMENT NO. 1
TO
DEVELOPMENT AGREEMENT NO. 2006-00004
PRELIMINARY TITLE REPORT
[To be inserted.]
Exhibit "B"
Page 12 of 12
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Ordinance No. 6255 and was published in the Anaheim Bulletin on the 4th day of
October, 2012.
Q-t',-dclo
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
ORDINANCE NO. 6255
AN ORDINANCE OF THE CITY OF ANAHEIM (1) APPRO .3 AMENDMENT NO.1 TO DEVELOPMENT AGREEMENT NO. 2006-,- BY AND BE-
TWEEN THE CITY OF ANAHEIM AND AMB PLATINUM, LLC, (2) MAKING CERTAIN FINDINGS RELATED THERETO, AND (3) AUTHORIZING THE
MAYOR TO EXECUTE SAID AMENDMENT ON BEHALF OF THE CITY.
(DEV2012-00036)
WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section 65864) of the Government Code of the State of California (hereinafter the "Statute") authoriz-
es a city to enter into a development agreement with any person having a legal or equitable interest in real property for the development of the property as provided in said Statute; and
WHEREAS, upon request of an applicant, cities are required to establish procedures and requirements by resolution or ordinance for the consideration of development agree-
ments; and
WHEREAS, the City of Anaheim (hereinafter the "City") heretofore on November 23, 1982, enacted Ordinance No. 4377 (hereinafter the "Enabling Ordinance") which makes the
City subject to the Statute; and
WHEREAS, pursuant to subdivision (c) of Section 65865 of the Statute, the City heretofore on November 23, 1982, adopted Resolution No. 82R-565 (hereinafter the "Procedures
Resolution") establishing procedures and requirements for the consideration of development agreements upon receipt of an application by the City; and
WHEREAS, pursuant to the Procedures Resolution, the process for the adoption of an amendment to a Development Agreement is the same as the process for entering into a
Development Agreement in the first instance; and
WHEREAS, on September 11, 2007, the City of Anaheim and AMB Property, L.P, entered into that certain Development Agreement No. 2006-00004, which was recorded in the Of-
ficial Records of the County of Orange, California on November 16, 2007as Instrument No. 2007000687363 (the "Development Agreement") with respect to that certain real property lo-
cated at 1969 South State College Boulevard in the City of Anaheim, County of Orange, State of California, which real property is more particularly described in Exhibit A attached here-
to and incorporated herein by this reference (the "Property"). A copy of the Development Agreement is on file in the Office of the City Clerk of the City of Anaheim; and
WHEREAS, AMB Property, L.P. subsequently conveyed all of its right, title and interest in and to the Property to AMB Platinum, LLC, a Delaware limited liability company ("Own-
er"); and
WHEREAS, theDevelopment Agreement provides for the development of a mixed-use project consisting of up to 1,208 residential units, up to 50,000 square feet of
retail/commercial uses, up to 100,000 square feet of office uses, a 1.7 acre public park, and related improvements (the "Project'); and
WHEREAS, pursuant to the Procedures Resolution and Section 16 of the Development Agreement, Owner submitted a letter requesting an amendment to the Development
Agreement ("Amendment No. 1") to (i) extend the initial Term of the Development Agreement from an initial period of five (5) years, subject to two (2) additional five-year extensions, to
an initial period of ten (10) years, subject to two (2) additional five-year extensions, and (ii) revise development milestones associated with the Owner's right to extend the Term for the
two (2) additional extensions; and
WHEREAS, the Anaheim City Planning Commission (hereinafter referred to as "Planning Commission") did hold a public hearing at the Civic Center in the City of Anaheim on Ju-
ly 2, 2012, at 5:00 p.m., notice of said public hearing having been duly given as required bylaw and in accordance with the provisions of the Anaheim Municipal Code, to hear and con-
sider evidence for and against said amendment to Development Agreement, and to investigate and make findings and recommendations in conjunction therewith; and
WHEREAS, the PlanningCommission, after due inspection, investigation and study made by itself and in its behalf, and after due consideration of and based upon all of the evi-
dence and reports offered at said public hearing, did adopt its Resolution No. PC2012-042 recommending that the City Council adopt Amendment No.1 to revise the provisions for per-
formance milestones and to extend the Term of the Agreement, as requested by Owner; and —
WHEREAS, the City Council did hold a public hearing on Amendment No. 1, notice of said public hearing having been duly given as required by law; and
WHEREAS, the City Council, after due inspection; investigation and study made by itself and in its behalf, and after due consideration of and based upon all of the evidence and
reports offered at said public hearing, including the recommendations of the Planning Commission, does hereby find and determine, with respect to the request for said amendment to
the Development Agreement, that all of the conditions and criteria for the approval of Amendment No.1 are present, as follows:
1. That Amendment No.1 has been properly requested pursuant to Section 5.0 of the Procedures Resolution and Section 18 of the Development Agreement.
2. That Amendment No. t 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 will contribute to the orderly development of property in the surrounding area in that it is in conformance with and implements The Platinum Trian-
gle Master Land Use Plan and the PTMU Overlay Zone requirements.
That Amendment No. t is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim.
5. That Amendment No.1 constitutes a lawful, present exercise of the City's police power and authority under the Statute, the Enabling Ordinance and the Procedures Res-
olution.
6. That Amendment No. 1 is entered into pursuant to and in compliance with its charter powers and the requirements of Section 65867 of the Statute, the Enabling Ordi-
nance and the Procedures Resolution.
WHEREAS, due to the nature of the proposed Amendment No. t, the City Council finds and determines that (i) Final Environmental Impact Report No. 335, together with Mitiga-
tion Monitoring Program No. 143, serve as the appropriate environmental documentation for said amendment to the Development Agreement and satisfies all the requirements of the
California Environmental Quality Act ("CEQA"); (ii) none of the conditions described in Sections 15162 or 15183 of the State CEQA Guidelines calling for the preparation of a subsequent
or supplemental EIR have occurred in connection with the proposed Amendment No. 1; and (iii) no further environmental documentation need be prepared for the proposed Amend-
ment o.1.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS:
SECTION 1.
That Amendment No. 1 to Development Agreement No. 2006-00004 be, and the same is hereby, approved, as shown in Exhibit B attached hereto and incorporated herein by
this reference.
SECTION 2.
That the Mayor be, and is hereby, authorized to execute, and the City Clerk to attest, said Amendment No. 1 to Development Agreement No. 2006-00004 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 11th day of September, 2012, and thereafter passed
and adopted at a regular meeting of said City Council held on the 25th day of September, 2012, by the following roll call vote:
AYES: Mayor Tait, Council Members Galloway, Eastman and Murray
NOES: None
ABSENT: Council Member Sidhu
ABSTAIN: None
CITY OF ANAHEIM
By: /s/ Tom Tait
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
/s/ Linda N. Andal
CITY CLERK OF THE CITY OF ANAHEIM
A co of Exhibits "A" and "B" are available at the Office of the C' Clerk, 200 S. Anaheim Boulevard, 2nd Floor, Anaheim, California,
copy Ay (714) 765-5166, between 8:00 AM and 5:00 PRA,
-
Monday through Friday. There is no charge for the copy.
Publish: Anaheim Bulletin Oct 4 2012 9516370