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ARA-2006-014RESOLUTION NO. ARA- 2006 -014 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY APPROVING THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT (290 SOUTH ANAHEIM BOULEVARD) WITH CIM URBAN REAL ESTATE FUND, LP AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the Anaheim Redevelopment Agency (the "Agency") is engaged in implementation of the Redevelopment Plan for Anaheim's Merged Redevelopment Project (the "Redevelopment Project"); and WHEREAS, the Agency owns that approximately one and one -tenth (1.1) acre parcel of real property (the "Property"), together with the building located thereon (the "Existing Building "), generally located at 290 South Anaheim Boulevard in Downtown Anaheim; WHEREAS, the Property and the Existing Building (collectively, the "Site ") have been previously developed for urban use; and WHEREAS, the Agency and CIM Urban Real Estate Fund, LP (the "Developer ") entered into that certain Exclusive Negotiation Agreement dated as of July 1, 2005 (the "ENA "), pursuant to which the Agency and the Developer (jointly, the "Parties ") negotiated with respect to the redevelopment of the Site; and WHEREAS, the Parties now wish to document the consummation of their negotiations under the ENA and state the terms of the disposition of a leasehold interest in the Site, the rehabilitation of the Existing Building and the development of certain improvements by entering into that certain Disposition and Development Agreement (290 South Anaheim Boulevard) dated as of December 12, 2006 (the "DDA "); and WHEREAS, the DDA provides, among other things, that the Developer (i) will undertake the rehabilitation of the Existing Building and the construction of improvements related thereto (collectively, the "Rehabilitation ") upon the disposition of the Site to the Developer, and (ii) may, upon satisfaction of various conditions including obtaining all requisite entitlements, also develop on the Site a new structure (the "New Building ") and construct improvements related thereto (collectively, the "New Construction "); and WHEREAS, pursuant to Section 33433 of the Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.), the Agency is authorized, with the approval of the City Council after a duly noticed public hearing, to sell the Site for redevelopment pursuant to the Redevelopment Plan upon a determination by the City Council (i) that the lease of the property will either assist in the elimination of blight or provide affordable housing for low and moderate income persons, (ii) that the consideration for such lease is not less than either the fair market value or fair reuse value of the property in accordance with the covenants and conditions governing the lease and the development costs required thereof, and (iii) that the lease is consistent with the Implementation Plan which has been adopted by the Agency for the Redevelopment Project; and WHEREAS, the City Council has previously determined, in its adoption of the ordinance approving the Redevelopment Project, that the Site is blighted, including substandard structures, serious grade problems, structural deterioration and poor maintenance; and WHEREAS, the DDA would provide for the elimination of such blighting conditions by providing for the Rehabilitation on such previously blighted real property; and WHEREAS, the consideration for the lease of the Site payable under the DDA is not less than the fair reuse value of the Site, at the use and with the covenants, conditions precedent, conditions subsequent and development costs authorized by the DDA, as determined by the reuse analysis of the DDA which has been performed by the Agency's financial consultants; and WHEREAS, the Agency has adopted an Implementation Plan for the Redevelopment Project pursuant to Health and Safety Code Section 33490, which identifies goals and objectives including eliminating substandard structures and eliminating physical and economic deficiencies; and WHEREAS, the Implementation Plan sets forth a program of actions which include improving public facilities and infrastructure, upgrading and expanding commercial programs, and expanding retail programs; and WHEREAS, the DDA will assist the Agency in meeting the goals and objectives set forth in the Implementation Plan and the program of actions by providing for the construction of the Improvements; and WHEREAS, a joint public hearing of the Agency and City Council on the proposed DDA (the "Public Hearing ") was duly noticed in accordance with the requirements of Health and Safety Code Sections 33431, 33433 and 33679, and the proposed DDA, and a summary report meeting the requirements of Health and Safety Code Sections 33433 and 33679, was available for public inspection prior to the Joint Public Hearing consistent with the requirements of Health and Safety Code Sections 33433 and 33679; and WHEREAS, on December 12, 2006, the Agency and City Council held the Joint Public Hearing on the proposed DDA, at which time the Agency reviewed and evaluated all of the information, testimony, and evidence presented during the joint public hearing; and WHEREAS, all actions required by all applicable law with respect to the proposed DDA have been taken in an appropriate and timely manner; and WHEREAS, pursuant to the California Environmental Quality Act ( "CEQA ") and the CEQA Implementing Guidelines (14 California Code of Regulations Section 15000 et seq.) (the "CEQA Guidelines "), the City of Anaheim (the "City") adopted and certified Anaheim 2 General Plan and Zoning Code Update Environmental Impact Report No. 330 (the "General Plan Update EIR ") in connection with the City's General Plan update in 2004 (as updated, the "General Plan "); and WHEREAS, the General Plan Update EIR is a Program EIR under CEQA and the CEQA Guidelines, addressing the environmental impacts from the City's ultimate build -out, considering maximum densities and the effects thereof, and establishing a mitigation monitoring program which requires, among other things, subsequent focused studies and the implementation of mitigation measures where required; and WHEREAS, the Agency has reviewed and determined that the Rehabilitation falls within the scope of the activities addressed in the General Plan Update EIR and the General Plan Update EIR adequately describes the Rehabilitation for purposes of CEQA because (i) the General Plan Update EIR is a Program EIR, (ii) the Rehabilitation is consistent with the General Plan, (iii) the Rehabilitation presents no new environmental effects which could occur that were not examined in the General Plan Update EIR, and (iv) there is no new information to suggest that new mitigation measures would be required of the Rehabilitation; and WHEREAS, the Rehabilitation is within the scope of one or more of the projects analyzed under the foregoing environmental documents, and (a) approval of the DDA does not constitute a substantial change in those previously analyzed projects that will require major revision of the CEQA documentation prepared therefor due to the involvement of new significant environmental effects, or a substantial increase in the severity of previously identified significant effects; (b) approval of the DDA does not constitute a change in the circumstances under which those previously analyzed projects are to be undertaken which will require major revisions of the previous CEQA documentation due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (c) there is no new information of substantial importance which was not and could not have been known at the time the previous CEQA documents were certified as complete or adopted that shows the previously analyzed projects will have any significant effects not discussed in such previous CEQA documents, or will have substantially more severe effects than were discussed in the previous CEQA documents; or that mitigation measures or alternatives which would substantially reduce one or more significant effects thereof, which were previously found infeasible, would in fact now be feasible; and (d) there are no mitigation measures or alternatives different from those previously considered that would substantially reduce one or more significant effects of the projects, which the proponents refuse to adopt; and WHEREAS, since the New Construction will require the processing and approval of land use entitlements and permits, such land use entitlements will, to the extent necessary under CEQA and the CEQA Guidelines, be subject to further CEQA analysis; and WHEREAS, the City Council has duly considered all terms and conditions of the proposed DDA and believes that the redevelopment of the Site pursuant thereto is in the best interests of the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. 3 NOW, THEREFORE, THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Consideration for Lease. The Governing Board hereby finds and determines that, based upon substantial evidence provided in the record before it, the consideration for the Agency's lease of the Site pursuant to the terms and conditions of the DDA is not less than the fair reuse value of the Site, at the use and with the covenants, conditions precedent, conditions subsequent and development costs authorized by the DDA. Section 2. Elimination of Blight. The Governing Board hereby finds and determines that the lease of the Site pursuant to the DDA will eliminate blight within the Redevelopment Project by providing for the proper reuse and redevelopment of a portion of the Redevelopment Project which was declared blighted for the reasons described above. Section 3. Consistency with Implementation Plan. The Governing Board hereby finds and determines that the DDA is consistent with the provisions and goals of the Implementation Plan and the Redevelopment Plan. Section 4. Environmental Impacts. The Governing Board hereby finds and determines that the DDA is within the scope of one or more projects previously analyzed pursuant to CEQA as set forth above, and that therefore the approval of the DDA is exempt from further CEQA analysis pursuant to Public Resources Code section 21166 and CEQA Guidelines Section 15162 (14 California Code of Regulations § 15162). The Governing Board further finds and resolves that, to the extent required by CEQA, any land use entitlements and permits required in conjunction with the implementation of the New Construction shall be subject to further analysis under CEQA. Section 5. Approval of DDA. The Governing Board hereby approves the DDA substantially in the form submitted to the Governing Board, and authorizes the Executive Director of the Agency to execute the DDA on behalf of the Agency. the Executive Director, or her designee, is authorized to administer and implement the DDA and take all further actions and execute all other documents which are necessary or appropriate to carry out the DDA. A copy of the DDA when executed shall be placed on file in the office of the Agency Secretary. Section 6. Certification of Resolution. The Agency Secretary shall certify to the adoption of this Resolution. a] THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY THIS TWELFTH (12TH) DAY OF DECEMBER, 2006, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairman Pringle, Agency Members Sidhu, Hernandez, Galloway, Kring NOES: NONE ABSTAIN: NONE ABSENT: NONE i 63848.1