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RES-2013-070RESOLUTION NO. 2013 -070 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING TWO ECONOMIC ASSISTANCE AGREEMENTS BETWEEN THE CITY OF ANAHEIM AND GARDENWALK HOTEL I, LLC FOR THE GARDENWALK HOTELS PROJECT AND AUTHORIZING THE CITY MANAGER TO EXECUTE AND ADMINISTER THE AGREEMENTS. WHEREAS, existing entitlements authorize GardenWalk Hotel I, LLC ( "Developer ") to construct two luxury hotels, with a total of approximately 866 rooms, within the Anaheim GardenWalk Overlay of The Disneyland Resort Specific Plan No. 92 -1 area (the "Hotels "); and WHEREAS, on May 26, 2009, the City Council approved an Economic Assistance Agreement pursuant to which Developer was eligible to receive a portion of the Transient Occupancy Tax generated by the Hotels over a 15 -year period, up to a total of $76.3 million, which agreement was amended by that certain Amendment No. 1 to Economic Assistance Agreement by and between the City and the Developer, dated as of July 1, 2010 (hereinafter, collectively, the "Original Agreement "); and WHEREAS, in order to make construction of the Hotels financially feasible under current economic conditions, Developer has requested an amendment to the Original Agreement to provide financial assistance to the Developer in an amount equal to seventy percent (70 %) of the Transient Occupancy Tax generated by the Hotels, up to a total of $158,000,993 over a 20- year period; and WHEREAS, Developer has further proposed breaking the Original Agreement into two separate Economic Assistance Agreements (as defined below), one for each of the Hotels, which collectively would amend, restate and replace the Original Agreement in its entirety, provided that the two Economic Assistance Agreements shall each be effective independent of the other; and WHEREAS, the City Council finds that the operation of the Hotels within the vicinity of the Convention Center is essential to the long term goals and plans of the City for the Convention Center and the surrounding Anaheim Resort Area, and that providing such assistance upon the terms set forth in the two proposed Economic Assistance Agreements will result in substantial benefits to the City in excess of the costs incurred, including: (i) job creation and enhanced revenues to the City resulting from construction and operation of the Hotels, including property tax and sales tax revenues and transit occupancy taxes, and (ii) enhanced marketability and operation of the Convention Center resulting from an increase in the number of first- class, full- service hotel rooms within the vicinity of the Convention Center; and WHEREAS, the City Council finds that the successful development of the Hotels will have numerous other positive benefits to the City, including positive effects on the existing hotel supply and significantly increasing foot traffic within the GardenWalk Retail Center; and WHEREAS, the City Council finds that the operation of the Hotels is necessary and beneficial to the continued success and growth of the entertainment and recreational facilities in the Anaheim Resort Area generally, and that such success contributes substantial direct and indirect benefits to the City, including job growth, tax revenues and economic development throughout the City, with resulting enhancement of City services and infrastructure; and WHEREAS, the City Council finds that the Hotels would not be able to operate without the financial assistance requested by the Developer and that the amount of assistance requested is that which is necessary to fund the feasibility gap created by the quality of the Hotels; and WHEREAS, the two proposed Economic Assistance Agreements, in the form presented at the meeting at which this Resolution was adopted, would allow the Developer to receive (i) up to $81,125,906 to facilitate the development and operation of a full- service hotel consisting of not less than 466 rooms (the "Convention Hotel Agreement "), and (ii) up to $76,875,087 to facilitate the development and operation of a full - service hotel consisting of not less than 350 rooms (the "Resort Hotel Agreement ", and collectively with the Convention Hotel Agreement, referred to herein as the "Economic Assistance Agreements "); and WHEREAS, the City Council finds that Section 1222 of the City Charter does not apply to the proposed Economic Assistance Agreements because said agreements do not involve the sale, transfer, exchange, or conveyance of property, within the meaning of that provision; and WHEREAS, the City Council finds that the Economic Assistance Agreements do not constitute "development agreements" within the meaning of a "development agreement" under California Government Code Section 65864 et seq.; and WHEREAS, the City Council finds that the Hotel Development Economic Assistance Program ( "EAP ") previously approved by the City Council in 2008 does not apply to the proposed Economic Assistance Agreements because the EAP is no longer in effect, and further, that the EAP did not restrict the City Council's ability to provide economic assistance to hotel projects outside of the guidelines provided in said program; and WHEREAS, by the adoption of a resolution concurrently with, but prior in time to the adoption of, this Resolution and pursuant to the provisions of the California Environmental Quality Act ( "CEQA "), Sections 15162 and 15164 of the State of California Guidelines for Implementation of the California Environmental Quality Act (herein referred to as the "CEQA Guidelines "), and the City's Local CEQA Procedure Manual, this City Council, as the "lead agency" under CEQA, has found and determined, based upon the recitals and findings in said concurrent resolution, that, among other things, (i) the "CEQA Documents" (as defined in said concurrent resolution) and, in particular, a fourth Addendum to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration for the Anaheim GardenWalk Project, -2- dated March 27, 2013 (the "Fourth Addendum ") were prepared in compliance with the requirements of CEQA, the CEQA Guidelines and the City's Local CEQA Procedure Manual; and (ii) that as demonstrated by the analysis included in the Fourth Addendum for all environmental issues, the proposed Economic Assistance Agreements will not result in new significant impacts or substantial increases in the severity of previously identified significant impacts and no supplemental or subsequent environmental review is required; and NOW, THEREFORE, BE IT RESOLVED that, pursuant to the above findings, the City Council of the City of Anaheim does hereby approve the Economic Assistance Agreements, both by and between the City and the Developer, in the form presented to the City Council at the meeting at which this Resolution was adopted, and authorizes the City Manager to execute, and the City Clerk to attest, the Economic Assistance Agreements on behalf of the City. BE IT FURTHER RESOLVED THAT THE City Manager (or his duly authorized representative) is authorized to implement the Economic Assistance Agreements on behalf of the City and to administer the City's obligations, responsibilities and duties to be performed thereunder. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this flay of May , 2013 by the following roll call vote: AYES: Council Members Eastman, Murray, Brandman and Kring NOES: Mayor Tait ABSENT: None ABSTAIN: None CITY OF NAHEIM MAYOR OF THE CITY OF ANAHEIM ATTEST - CITY CLERK OF THE CITY OF ANAHEIM 94905- v4 /TReynolds -3-