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RES-2020-115 RESOLUTION NO. 2020- 1 1 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING AN AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ANAHEIM AND 39 COMMONS PARTNERS, LLC; AUTHORIZING THE DIRECTOR OF COMMUNITY AND ECONOMIC DEVELOPMENT TO FINALIZE SUCH DISPOSITION AND DEVELOPMENT AGREEMENT; AUTHORIZING THE DIRECTOR OF COMMUNITY AND ECONOMIC DEVELOPMENT TO IMPLEMENT SUCH AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT; AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Anaheim (the "City") is a California municipal corporation and charter city; and WHEREAS, the City Council ("City Council") for the City is authorized and empowered under its Charter to enter into agreements for the acquisition, disposition and development of real property, and to make and execute contracts and other instruments necessary or convenient to exercise its powers; and WHEREAS,the City is the owner of certain real property containing approximately 30.09 acres, including a leasehold interest in the Loan Pham Property, containing approximately .624 acres as shown on the Site Map attached hereto as Exhibit "A" and incorporated herein by this reference (the "Property"); and WHEREAS, on September 27, 2016, the City Council approved a Disposition and Development Agreement between City and Zelman Anaheim, LLC ("Zelman") for the sale and development of the Property (the "2016 DDA"). The 2016 DDA was rescinded by the Parties thereto; and WHEREAS, on July 15, 2019,the City Council approved a Disposition and Development Agreement with 39 Commons Partners, LLC for the Site (the "2019 DDA") and authorized the Director to execute same; and WHEREAS, the parties have discovered additional environmental issues that affect the costs, scope, and sequencing of development and, therefore, wish to amend and restate the 2019 DDA in its entirety; and WHEREAS, 39 Commons Partners, LLC (the "Developer") desires to acquire the Property and to construct thereon certain improvements as four(4) separate components,including a Residential Component, a Retail Component, a Mixed Use Commercial Component, and a Grocery Store Component (the "Project") pursuant to the terms of an Amended and Restated Disposition and Development Agreement between City and Developer (the "Amended and Restated DDA "); and 1 WHEREAS, in accordance with California Government Code Section 52201, the City held a noticed public hearing regarding the Amended and Restated DDA ; and WHEREAS, the City prepared a report summarizing the details of the Amended and Restated DDA in accordance with Section 52201 of the California Government Code (the "Report") and made such Report available for public inspection prior to the public hearing on the Amended and Restated DDA; and WHEREAS, the City, acting as the Lead Agency for the Beach Boulevard Specific Plan (the "Plan"), prepared and circulated for public review Environmental Impact Report No. 2017- 00350 (the "EIR") regarding the Plan and in accordance with the requirements of the California Environmental Quality Act ("CEQA"). The City has determined that there will be no new environmental impacts associated with the approval of the Amended and Restated DDA other than those previously identified and disclosed by the City as the Lead Agency in the EIR; and WHEREAS,the City has duly considered all terms and conditions of the presently drafted Amended and Restated DDA and has determined that the Amended and Restated DDA is in the vital and best interest of the City and the health, safety, morals and welfare of its residents, and in accord with the goals, objectives and public purposes and provisions of applicable state and local laws. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM AS FOLLOWS: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The City Council hereby finds and determines, based on all documentation, testimony and other evidence in the record before it, that (a) the proposed sale and development of the Real Property will assist in the creation of economic opportunity, as defined in California Government Code Section 52200.2; and (b) the consideration being paid to the City is not less than the fair market value of the Properties at their highest and best use, as determined by an independent appraiser. Section 3. The City Council hereby finds that the Amended and Restated DDA is within the scope of the project previously analyzed pursuant to CEQA as set forth above, and therefore, no further environmental documentation is required for the City Council's approval of the Amended and Restated DDA . Section 4. The City Council hereby approves the Amended and Restated DDA , with such changes as may be mutually agreed upon by the Developer,the City Attorney and the Director of Community and Economic Development (the "Director") (or his duly authorized representative), respectively, as are minor and in substantial conformance with the form of the Amended and Restated DDA submitted herewith. The Director and the City Clerk are hereby authorized to execute and attest the Amended and Restated DDA, including any related attachments, on behalf of City. In such regard,the Director(or his duly authorized representative) 2 is authorized to sign the final version of the Amended and Restated DDA after completion of any such non-substantive, minor revisions. Copies of the final form of the Amended and Restated DDA , when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, the Director (or his duly authorized representative) is authorized to implement the Amended and Restated DDA and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by the Amended and Restated DDA , including all exhibits thereto. The Director (or his duly authorized representative) is hereby authorized to the extent necessary during the implementation of the Amended and Restated DDA to make technical or minor changes and interpretations of the Amended and Restated DDA after execution, as necessary to properly implement and carry out the Amended and Restated DDA, including all exhibits thereto,provided any and all such changes shall not in any manner materially affect the rights and obligations of the City under the Amended and Restated DDA. Section 5. In addition to the authorization of Section 4 above, the Director is hereby authorized, on behalf of the City, to sign all other documents necessary or appropriate to carry out and implement the Amended and Restated DDA, including all exhibits thereto and including causing the issuance of warrants in implementation thereto, and to administer the City's obligations, responsibilities and duties to be performed under the Amended and Restated DDA , including all exhibits thereto. Section 6. The City Clerk shall certify to the adoption of this Resolution. 3 THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 29th day of September , 2020, by the following roll call vote: AYES: Mayor Sidhu and Council Members Faessel , Barnes, Brandman, Moreno, Kring, and O'Neil NOES: None ABSENT: None ABSTAIN: None CITY OF ANAHEIM By: . . , .4 AA IMFIA MAY'I R OF THE ef TY O' ANAHEIM ATTEST: CITY CLERK OF THE CITY OF ANAHEIM 139540/LM 4 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2020-115 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 29th day of September, 2020 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Faessel, Barnes, Brandman, Moreno, Kring, and O'Neil NOES: None ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of October, 2020. CITY CLER OF THE CITY OF ANAHEIM (SEAL)