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RES-2020-117 RESOLUTION NO. 2020-1 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT FOR THE SALE OF APPROXIMATELY 151 ACRES OF CITY-OWNED PROPERTY GENERALLY LOCATED AT 2000 E. GENE AUTRY WAY AND 2200 EAST KATELLA AVE. CONTAINING IMPROVEMENTS INCLUDING ANGEL STADIUM OF ANAHEIM AND CITY NATIONAL GROVE OF ANAHEIM AND FINDING THAT THE SALE CREATES AN ECONOMIC OPPORTUNITY PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 52201 WHEREAS, the City of Anaheim ("City") is a California municipal corporation and charter city; and WHEREAS, the City owns approximately 151 acres of land within the City's boundaries generally located at 2000 E. Gene Autry Way and 2200 E. Katella Ave., upon which exist certain improvements, including Angel Stadium of Anaheim ("Stadium"), City National Grove of Anaheim, and their surrounding parking areas and environs (APNs 232-011-02, -06, -35, -36,-37, -38, -39, -40, -41, -42, -43, -44, -47, -48, -49 -50) ("Property"); and WHEREAS, the Property is currently underutilized, falling substantially short of its commercial, retail, entertainment, residential, and revenue and job-generating potential; and WHEREAS, the City agreed to sell the Property to SRB Management Company LLC ("SRB"), an entity controlled by the owners of Angels Baseball LP pursuant to that certain Purchase and Sale Agreement entered into by the Parties and dated December 20, 2019, as modified by a Letter of Understanding dated May 5,2020,and by a Modification Letter dated June 15, 2020 (as amended, the "Purchase and Sale Agreement"); and WHEREAS, prior to agreeing to sell the Property to SRB on December 20, 2019, the City Council conducted a duly noticed public hearing in which the City Council received and fully considered all oral and written testimony from members of the public and City staff regarding a report summarizing the details of the Purchase and Sale Agreement and the economic opportunities it is expected to generate and made the report available for public inspection in accordance with California Government Code section 52201; and WHEREAS, the City and SRB are considering entering into an Amended and Restated Purchase and Sale Agreement to amend and restate the Purchase and Sale Agreement in its entirety in order to set forth, and agree to, renegotiated terms applicable to the purchase and sale of the Property; and WHEREAS, SRB desires to acquire the Property pursuant to the Amended and Restated Purchase and Sale Agreement and to construct certain improvements pursuant to SRB's application for(1) a Development and Disposition Agreement("DDA"); (2)an amendment to the Zoning Code to permit arenas and stadiums within the Arena and Stadium Districts of the Platinum Triangle Mixed Use Overlay Zone; and (3) a Master Site Plan, which provides the framework for economic, housing, commercial and employment opportunities on and around the Property (collectively, the"Project"); and WHEREAS, Government Code Section 52201(a)(1) permits the City to "sell or lease property to create an economic opportunity," which is defined by Government Code Section 52200.2 to include any of the following: (a)Development agreements, loan agreements,sale agreements, lease agreements,or other agreements that create, retain, or expand new jobs, in which the legislative body finds that the agreement will create or retain at least one full-time equivalent,permanent job for every thirty-five thousand dollars ($35,000) of city, county, or city and county investment in the project after full capacity and implementation. (b) Development agreements, loan agreements, sale agreements, lease agreements,or other agreements that increase property tax revenues to all property tax collecting entities, in which the legislative body finds that the agreement will result in an increase of at least 15 percent of total property tax resulting from the project at full implementation when compared to the year prior to the property being acquired by the government entity. (c) Creation of affordable housing, if a demonstrated affordable housing need exists in the community, as defined in the approved housing element or regional housing needs assessment. (d) Projects that meet the goals set forth in Chapter 728 of the Statutes of 2008 and have been included in an adopted sustainable communities strategy or alternative planning strategy or a project that specifically implements the goals of those adopted plans. (e)Transit priority projects,as defined in Section 21155 of the Public Resources Code;and WHEREAS, because the Property is significantly underutilized, it is anticipated that development consistent with the existing land use regulations that govern the Property, including the Platinum Triangle Master Land Use Plan ("PTMLUP"), the DDA and the Master Site Plan, if approved, would generate substantial revenue and provide construction-related and permanent employment opportunities for the Anaheim community; and WHEREAS, it is also anticipated that, as part of the subsequent land use entitlement and permitting process, any approved project would be required to: be consistent with the goals and objectives of the PTMLUP, the DDA and the Master Site Plan; reflect a high quality of development; and adhere to applicable building codes and other applicable standards and requirements; and WHEREAS, it is anticipated that any approved project will be designed to include necessary street and utility infrastructure to adequately serve the project; and 2 WHEREAS, the City prepared a report summarizing the details of the Amended and Restated Purchase and Sale Agreement and the economic opportunities it is expected to generate (the "Report"), and made the Report available for public inspection in accordance with California Government Code section 52201; and WHEREAS, the City Council conducted a duly noticed public hearing on September 29, 2020, in which the City Council received and fully considered all oral and written testimony from members of the public and City staff regarding the Report; and WHEREAS, pursuant to and in accordance with the provisions of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as "CEQA"), the State of California Guidelines for the Implementation of the California Environmental Quality Act (commencing with Section 15000 of Title 14 of the California Code of Regulations; herein referred to as the "State CEQA Guidelines", the City is the "lead agency" for the preparation and consideration of environmental documents for this ordinance; and WHEREAS, in conformance with CEQA, the CEQA Guidelines Section 15183.3 and the City's Local CEQA Procedures, the City determined that the Project is a transit priority project as defined in Section 21155 of the California Public Resources Code and prepared a Sustainable Communities Environmental Assessment (the "SCEA," State Clearing House No. 2020079026) for the Project to evaluate the environmental impacts of the proposed project and to identify necessary mitigation pursuant to the requirements of the CEQA; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. RECITALS. The recitals set forth above are true and correct and incorporated herein by this reference. SECTION 2. FINDINGS. Based upon the forgoing and all oral and written testimony from members of the public and City staff, the City Council finds as follows: A. Entering into the Amended and Restated Purchase and Sale Agreement will facilitate achievement of numerous goals and policies of the City's General Plan, as well as the PTMLUP and the Platinum Triangle Mixed Use Overlay Zone Stadium District requirements; is in conformity with the public convenience,general welfare,and good land use practices; will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area nor be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the City as a whole; and will not adversely affect the orderly development of property or the preservation of property values. B. The sale of the Property as provided in the Amended and Restated Purchase and Sale Agreement and the DDA will assist in the creation of economic opportunity as described in California Government Code Sections 52201 and 52200.2, as further described in the 3 Report dated September 10, 2020 prepared pursuant to Section 52001 and attached hereto as Exhibit A and incorporated herein by this reference. In addition to a significant increase in jobs during both the anticipated construction period and following full build out,the sale of the Property will result in an increase of at least fifteen percent (15%) of total property tax revenues. Further, the DDA includes provisions for affordable housing. The Project is also a transit priority project as defined in Section 21155 of the Public Resources Code. C. The consideration SRB is paying for the Property is not less than fair market value at the Property's highest and best use given its zoning and encumbrances. SECTION 3. APPROVAL Based upon the foregoing and all oral and written testimony from members of the public and City staff, the City Council hereby approves the Amended and Restated Purchase and Sale Agreement provided with this Resolution. The Purchase and Sale Agreement dated December 20, 2019, as modified by the May 5, 2020 Letter of Understanding, and by the June 15, 2020 Modification Letter, is hereby superseded by the Amended and Restated Purchase and Sale Agreement. SECTION 4. CERTIFICATION The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. 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, Brandman, Kring, and O'Neil NOES: Council Members Barnes and Moreno ABSENT: None ABSTAIN: None CITY F ANAHEIM I. . , . a I . AY(4 '/0 "HE . TY ii AN_AHEIM ATTEST: CITY CLERK 0 THE CITY OF ANAHEIM 139438 4 EXHIBIT A SUMMARY REPORT PURSUANT TO SECTION 52201 OF CALIFORNIA GOVERNMENT CODE IN CONNECTION WITH THE SALE OF PROPERTY BY AND BETWEEN THE CITY OF ANAHEIM AND SRB MANAGEMENT COMPANY, LLC [Attached Behind This Page] 5 SUMMARY REPORT PURSUANT TO SECTION 52201 OF CALIFORNIA GOVERNMENT CODE IN CONNECTION WITH THE SALE OF PROPERTY BY AND BETWEEN THE CITY OF ANAHEIM AND SRB MANAGEMENT COMPANY, LLC The City of Anaheim ("City") is considering approval of amended and restated terms for the proposed sale and disposition of approximately 150.5-acres of property generally located at 2000 E. Gene Autry Way and 2200 E. Katella Ave, upon which exist certain improvements, including Angel Stadium of Anaheim, City National Grove of Anaheim and their surrounding parking areas and environs, in the City of Anaheim, (APNs 232-011-02, -06, -35, -36,-37, -38, -39, -40, -41, -42, -43, -44, -47, -48, -49 -50) ("Property") to create an economic opportunity, as defined in Government Code section 52200.2 as set forth herein. The subject Property has been adjusted from 153 acres to 150.5 acres to reflect approximately 1 acre for an existing City water utility facility and 1.5 acres for a new City fire station site. The Property is currently leased to Angels Baseball, LP ("Angels Baseball") until January 2029. The Property contains a 54-year old stadium and approximately 131 acres of surface parking lots as described further in the (attached) Amended and Restated Purchase and Sale Agreement ("Amended and Restated PSA") proposed to be entered into by and between the City and SRB Management Company LLC, a Delaware limited liability company ("SRB" or "Buyer"). This summary report ("Report") for the proposed sale of the Property has been prepared by the City of Anaheim ("City") pursuant to California Government Code Section 52201(a)(2)(B). This Report sets forth certain details of the proposed Amended and Restated PSA. The Amended and Restated PSA provides that approval of a Disposition and Development Agreement ("DDA"), including a Master Site Plan ("MSP"), shall be a condition precedent to City's obligation to sell, and Buyer's obligation to buy the Property. The Amended and Restated PSA does not commit the City to complete a sale of the Property unless its conditions precedent to a sale have been either satisfied or waived, or to approve any specific project applications that must be evaluated pursuant to Public Resources Code section 21000 et seq., and found consistent with the City General Plan and Platinum Triangle Mixed Use ("PTMU") Overlay Zone Stadium District requirements and other applicable State laws. I. BACKGROUND Section 52201(a)(2)(B) of the California Government Code provides that a city, county, or city and county may sell or lease property to create an economic opportunity. The acquisition, sale, or lease shall first be approved by the legislative body by resolution after a legally noticed public hearing. The city, county, or city and county shall also make available a copy of a report that describes and contains specific elements of the proposed transaction(s)for public inspection prior to the public hearing. Pursuant to 52201(a)(2)(B), the Report must include the following information: • A copy of the proposed acquisition, sale, or lease agreement. • A summary that describes and specifies all of the following: o The cost of the agreement to the city, county, or city and county, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements -1- Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 to be provided by the city, county, or city and county, plus the expected interest on any loans or bonds to finance the agreements. o For the sale or lease of property, the estimated value of the interest to be conveyed or leased, determined at the highest and best uses permitted under the general plan or zoning. o For the sale or lease of property, the estimated value of the interest to be conveyed or leased, determined at the use and with the conditions, covenants, and development costs required by the sale or lease. The purchase price or present value of the lease payments which the lessor will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use, then the city, county, or city and county shall provide as part of the summary an explanation of the reasons for the difference. o An explanation of why the acquisition, sale, or lease of the property will assist in the creation of economic opportunity, with reference to all supporting facts and materials relied upon in making this explanation. This Report outlines the primary terms of the proposed sale and disposition of the Property between the City and SRB as outlined in the Amended and Restated PSA and addresses the requirements pursuant to Government Code Section 52201. II. REPORT ORGANIZATION This Report is based upon information provided in connection with the proposed sale of the Property and is organized into the following sections: • Summary of the Proposed Sale & Disposition —This section includes a description of and other relevant information pertaining to the proposed conveyance of the subject Property by the City under the Amended and Restated PSA; • Cost of the Agreement to the City—This section summarizes the cost of the agreement to the City, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the City, plus the expected interest on any loans or bonds to finance the agreements; • Estimated Value of the Interest to be Conveyed Determined at the Highest and Best Use Permitted Under the General Plan or Zoning —This section estimates the value of the interest to be conveyed, determined at the highest and best use permitted under the general plan or zoning for the subject Property; • Estimated Value of the Interest to be Conveyed Determined at the Use and with the Conditions, Covenants, and Development Costs Required by the Sale —This section estimates the value of the property interest to be conveyed determined at the use and with the conditions, covenants, and development costs required by the sale or lease of the Property and the purchase price or present value of the lease payments which the lessor will be required to make during the term of the lease, as applicable; -2- Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 • Consideration Received and Comparison with the Established Value - This section includes an explanation of the reasons for the difference if the sale price or total rental amount of the Property is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use; • Economic Opportunity — This section describes the existing condition of the Property and includes an explanation of why the sale or lease of the Property will assist in the creation of economic opportunity. This Report sets forth certain details of the proposed sale and disposition of the Property by the City to SRB. A copy of the proposed Amended and Restated PSA, which SRB will be required to execute, in substantially the attached format, to effectuate the conveyance of the Property is attached to this Report (see Attachment "A"). This Report is made available for public inspection and copying on the date that the first notice of the joint public hearing is published, which is September 10, 2020. The public hearing relating to the proposed sale of the Property is scheduled for September 29, 2020 at 5:00 p.m., in the City Council Chambers, at 200 South Anaheim Boulevard, Anaheim, CA 92805. III. SUMMARY OF PROPOSED SALE AND DISPOSITION OF THE PROPERTY Under the terms of the proposed Amended and Restated PSA, the City would sell the Property, at fair market value, to SRB in "As-Is" condition for a purchase price of$319,812,179 ("Purchase Price") to effectuate SRB's development of a large mixed-use commercial and residential development consistent with the City's General Plan and PTMU Overlay Zone Stadium District requirements, with a highly amenitized 7-acre public park and with a required affordable housing component, consistent with the terms of the DDA. The components of SRB's MSP are anticipated to be revised and refined by the discretionary entitlement application process that SRB intends to pursue and will be subject to further consideration and approval by the City in accordance with applicable laws and regulations, including any required City review under the California Environmental Quality Act (Public Resources Code § 21000 et seq. and CEQA Guidelines § 15000 et seq. ("CEQA"). By entering into the Amended and Restated PSA, the City is not committing itself to approve SRB's conceptual plan or any component of that plan. SRB's proposed development consistent with the DDA, including the MSP, would help stimulate substantial economic growth in the City, specifically: • Provide a mix of land uses that will support the expansion of a major job center in the City; • Provide a balanced approach to City's fiscal viability, economic expansion and environmental integrity; • Provide new local construction jobs as well as permanent employment opportunities; and • Provide multi-family housing to address the needs and demands of the City's residents and region. -3- Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 Following are the salient points of the Amended and Restated PSA: • SRB would agree to purchase from City, and City would agree to sell to SRB all of City's rights, title and interests in the Property upon the terms and conditions hereinafter set forth in the Amended and Restated PSA. • SRB would acquire fee title to the Property for a purchase price of $319,812,179, to be paid (i) from cash SRB has deposited in escrow, (ii) through the provision of in lieu affordable housing units and a public park, as described below, and (iii) in installments for the balance, all consistent with the Amended and Restated PSA. • SRB will receive a credit of$123.67 million reflecting the net present value of the obligation to provide not less than 466 rental units to Lower and Very Low-Income affordable households. This credit value was validated by a third-party economic analysis under a range of assumptions for the development timing, capitalization rates and an appropriate discount rate. The Agreement calls for a minimum of 5% of all rental residential units built within the first five years to be affordable, 7% of all rental residential units built in the next five-year period and 10% of all units built in the third five-year period. All affordable units for which SRB received a credit at purchase must be built by year 25. • SRB will receive a credit of $46.23 million reflecting the obligation to dedicate the land, construct and maintain, during the initial term of the DDA, a highly amenitized 7-acre public park. This credit value was validated by a third-party analysis under a range of assumptions for the development timing, capitalization rates and an appropriate discount rate. • At closing, the City will be paid pursuant to a promissory note for the balance of the purchase price not paid in cash at closing or through in lieu credits (estimated balance is $99.9 million). Twenty percent (20%) of the amount owed will be due on the first day after closing with subsequent installments due on the first, second, third and fourth anniversaries of the initial payment date. Interest shall accrue at the annual rate of 2.35% and be paid with each installment payment. • Closing is intended to occur shortly after the City approves, pursuant to State law, SRB's proposed Vesting Tentative Tract Map ("VTTM"); thereafter, SRB will be required to obtain all further required development approvals to effectuate its development plans. • The ultimate sale of the Property under the Amended and Restated PSA is conditioned upon the approval of all necessary findings and conclusions which the City Council of the City of Anaheim ("City Council") is required to make. • The City reserves the right to exercise its discretion as to all matters with respect to the Amended and Restated PSA, the entitlements, and any other land use determinations, which the City is by law entitled or required to exercise, at its discretion. Other Terms: • Escrow Deposits: In total $50,000,000 in deposits will be applied to the Purchase Price. -4- Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 o The initial deposit ("Initial Deposit") of $5,000,000 was made into an escrow account on December 21, 2019. o The second deposit ("Second Deposit") of$45,000,000 would be made within ten (10) business days after the City Council approval of this Amended and Restated PSA and related agreements as outlined in Schedule 3.1 of the Amended and Restated PSA. • VTTM: Buyer shall submit to Seller the proposed VTTM for subdivision and development of the Property and those documents set forth in Sections 7.2.1 thru 7.2.3 of the DDA. Seller shall use all commercially reasonable efforts to take final action on the VTTM by December 31, 2021. If no final action is taken, Buyer can terminate the Amended and Restated PSA. • Escrow Closing Date: Escrow will close 10 business days after the later to occur: o Approval of VTTM or written waiver of all other conditions to closing. • The outside closing date is September 30, 2025, as such date may be extended per Section 4.8 of the Amended and Restated PSA. IV. COST OF THE AGREEMENT TO THE CITY This section outlines the costs of the Amended and Restated PSA to the City, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the City, plus the expected interest on any loans or bonds to finance the agreements. For the purpose of this Report, the City's costs under the proposed conveyance of the Property in accordance with the Amended and Restated PSA are comprised of land acquisition costs and loss of leasehold income of the Property. A. Land Acquisition Costs The Property was agricultural land that was bought by the City for$4 million in 1964. The purpose of the acquisition was to build a new major league baseball stadium ("Stadium"), which was completed in 1966. The Stadium, parking areas and infrastructure improvements were made at a cost of $24 million and underwent a major renovation in 1998 at a cost of approximately $120 million. The Stadium has served as the home of the Angels baseball team ("Angels") since the 1966 season. B. Loss of Leasehold Income The current lease between Angels Baseball and the City, provides the City with a participation in gross ticket sales and parking income above established threshold levels. According to research done by Norris Realty Advisors, the average annual income the City has received is $1.35 million. Offsetting that is the annual maintenance cost paid by the City that has ranged between $500,000 and $1 million per year. The City also receives $100,000 to $400,000 per year from the City National Grove of Anaheim. Upon close of escrow, the City will forego all such annual income. -5- Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 V. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED DETERMINED AT THE HIGHEST AND BEST USE PERMITTED UNDER THE GENERAL PLAN AND ZONING As stated above, the 150.5-acre Property is within the General Plan Mixed Use classification, the Public Recreation Zone of the Stadium District and falls under the PTMU Overlay Zone. The Stadium District Sub-Area A allows for up to 5,175 housing units, 3,172,000 SF of office use and 3,415,000 SF of retail/entertainment uses. Therefore, the estimated value of the interest to be conveyed for the Property, determined at the highest and best use permitted under the current General Plan and zoning code and considering the condition of the Property is estimated within the range of $300,000,000 to $320,000,000, based on a December 2019 analysis by Norris Realty Advisors, which includes a parking requirement of 12,500 spaces. VI. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT THE USE AND WITH THE CONDITIONS, COVENANTS, AND DEVELOPMENT COSTS REQUIRED BY THE SALE As described throughout this Report, the City is proposing to sell the Property to SRB under the terms of the Amended and Restated PSA, and SRB intends to develop such land uses as commercial retail, office and residential mixed-use. If the Amended and Restated PSA is approved, the Property will be sold in its current "As-Is" condition and no express or implied representations have been made to SRB by the City regarding suitability for desired use, subsurface compaction and/or the existence or non-existence of toxic waste, hazardous materials, in or on the Property. As set forth in the Amended and Restated PSA, City approval of the DDA and the VTTM shall be a condition precedent to City's obligation to sell, and Buyer's obligation to buy, the Property. The estimated value of the interest to be conveyed at the use and with the conditions, covenants, and development costs required by the Amended and Restated PSA for the Property is $319,812,179, which is on the high end of the estimated range of value of the interest to be conveyed for the Property, determined at the highest and best use permitted under the current General Plan and zoning code. VII. CONSIDERATION RECEIVED AND COMPARISON WITH THE ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT HIGHEST AND BEST USE Pursuant to this Section, the City must provide an explanation of the reasons for the difference if the sale price of the Property is less than the estimated value of the interest to be conveyed, determined at the highest and best use. The Property will be sold for a purchase price of $319,812,179, which is on the high end of the $300,000,000 to $320,000,000 estimated value range of the Property per Norris Realty Advisors, as determined at the highest and best use permitted under the City's General Plan and zoning, as identified in Section V. VIII. ECONOMIC OPPORTUNITY -6- Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 The City acquired the stadium property in 1964, built the stadium, and leased it to the Angels baseball organization commencing in 1966 to stimulate private investment and economic development along major commercial corridors in this former agricultural section of the City. The presence of the Angels, and the Stadium, has facilitated the expansion of retail, commercial and housing development along major commercial corridors (Katella and State College Avenue) in the City. Today, the Property and the parking lots remain underutilized, falling significantly short of their residential, commercial, retail, entertainment, revenue-generating and job-generating potential. The City has considered the sale of the Property to SRB to be an optimum method to possibly stimulate a successful mixed-use project, while retaining the Angels Baseball team operations and related economic/fiscal impacts and community benefits, as described in this Report and further in the Amended and Restated PSA. The City envisions the development of the Property as an integral component of the Platinum Triangle, which, if developed as conceptualized, would create an attractive and quality mixed-use commercial and residential Project and provide City residents and visitors with a lively day and nighttime environment and further the City's efforts to improve and enhance its local economic base. The proposed sale of the Property to SRB, as described herein, will create an economic opportunity by facilitating the development of the Property in alignment with the economic development goals and objectives of the City and further implementing the General Plan and PTMU Overlay Zone, thereby increasing the City's revenue base (e.g. property tax, sales tax, transient occupancy tax, etc.), promoting the increase in the supply of housing, stimulating economic activity and job growth within the City, providing necessary infrastructure and public improvements for the continued growth and development of the City's Platinum Triangle district. Based on the purchase price of $319,812,179, it is estimated that following closing, the Property would generate additional property tax revenue to the City in excess of$300,000 annually. The Amended and Restated PSA establishes a minimum development objective of at least 3,105 residential units, 550,000 square feet of commercial and 2 hotels (-y900 rooms), which is below the maximum development allowed under the Platinum Triangle Mixed-Use Overlay Zone, which RCLCO used as a basis for its 2019 summary report of fiscal and economic benefits related to a hypothetical development ("RCLCO Report"); notwithstanding the foregoing, the DDA would permit development up to the maximum allowed under the Platinum Triangle Mixed-Use Overlay Zone, consistent with State law. The RCLCO Report showed significant estimated fiscal and economic benefits to the City of Anaheim during construction, and following full buildout and during ongoing operations, which are not currently generated on the Property. The following summary reflects estimated fiscal and economic benefits in 2020 dollars during a 15 to 25-year construction period, based on the hypothetical development as reflected in the RCLCO Report. During 15 to 25-year construction period up to: $3.5 billion in construction 18,000 construction jobs (FTE) -7- I' Amended and Restated Purchase and Sale Agreement Summary Report Prepared Pursuant to Government Code 52201 City of Anaheim September 10, 2020 $1.5 billion in wages 12,000 indirect jobs in local economy In the year following full buildout, ongoing operations are estimated to generate the following fiscal and economic benefits up to: 15,000 permanent jobs $1 billion in annual wages 8,000 indirect/induced jobs $5 billion in assessed value $20 million in annual taxes to City -8- 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. 2020-117 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, Brandman, Kring, and O'Neil NOES: Council Members Barnes and Moreno ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of October, 2020. CITY CLE OF THE CITY OF ANAHEIM (SEAL)