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RES-2013-071RESOLUTION NO. 2013-071 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE FOURTH ADDENDUM TO THE PREVIOUSLY- APPROVED POINTE ANAHEIM INITIAL STUDY/MITIGATED NEGATIVE DECLARATION FOR THE ANAHEIM GARDENWALK PROJECT AND DETERMINING THAT SAID ADDENDUM, TOGETHER WITH OTHER PREVIOUSLY- APPROVED ENVIRONMENTAL DOCUMENTATION, SERVES AS THE APPROPRIATE ENVIRONMENTAL DOCUMENTATION FOR THE PROPOSED AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 99 -01 BETWEEN THE CITY OF ANAHEIM AND GARDENWALK HOTEL I, LLC FOR THE GARDENWALK HOTELS PROJECT WHEREAS, in conjunction with the approval of The Disneyland Resort Specific Plan No. 92 -1 and related actions, the City Council of the City of Anaheim (herein referred to as the "City Council "), on June 22, 1993, by its Resolution No. 93R -107, certified Final Environmental Impact Report No. 311 (State Clearinghouse No. 91051055) (herein referred to as the "Final EIR "), adopted a Statement of Findings and Facts and a Statement of Overriding Considerations and adopted Mitigation Monitoring Program No. 0067 in compliance with the California Environmental Quality Act (herein referred to as "CEQA "), and further determined that the Final EIR addresses the environmental impacts and mitigation measures associated with the development of The Disneyland Resort and associated actions and MMP No. 0067 ensures compliance with the adopted mitigation measures; and WHEREAS, in conjunction with the approval of actions that established the Pointe Anaheim Overlay and provided for the development of the Pointe Anaheim Lifestyle Retail and Entertainment Complex ( "Pointe Anaheim Project," later renamed the "Anaheim GardenWalk" Project), on June 22, 1999, the City Council adopted its Resolution No. 99R -133 approving an Initial Study /Mitigated Negative Declaration (herein referred to as the "IS /MND "), including Mitigation Monitoring Plan No. 004, as the environmental documentation for the project actions described therein, including the development of up to three hotels comprising a maximum of 1,050 hotel rooms /suites with related accessory retail uses; and WHEREAS, on February 26, 2002, in conjunction with the approval of amendments to the Pointe Anaheim Project that included reducing the entertainment component of the project and increasing the hotel component to a maximum of four hotels with a total of 1,662 rooms, the City Council adopted Resolution No. 2002R -53, approving an Addendum to the IS/MND (herein referred to as the "First Addendum ") and determining their adequacy to serve as the required environmental documentation for the proposed project actions; and WHEREAS, on April 11, 2006, in conjunction with the approval of amendments to the Land Use Element of the General Plan, which, among other things, amended certain aspects of the Pointe Anaheim Project that included reducing the total maximum number of hotel rooms to 1,628 rooms, the City prepared a Second Addendum to the IS/MND (herein referred to as the "Second Addendum "), and the City Council determined, by its adoption of Resolution No. 2006- 061 on April 11, 2006, that the Second Addendum, together with Mitigated Monitoring Program No. 004a, was adequate to serve as the environmental documentation for the amendments to the Land Use Element of the General Plan and, by extension, the Pointe Anaheim Project; and WHEREAS, on August 16, 2011, in conjunction with the approval of amendments to the Land Use Element of the General Plan, which, among other things, had the effect of amending the Pointe Anaheim/GardenWalk Project that did not affect the hotel component of the project, the City prepared a Third Addendum to the IS/MND (herein referred to as the "Third Addendum "), and the City Council determined, by its adoption of Resolution No. 2011 -119, that the Third Addendum, together with Mitigated Monitoring Program No. 004a, was adequate to serve as the environmental documentation for the amendments to the Land Use Element of the General Plan and, by extension, the project; and WHEREAS, the City and Anaheim GW, LLC, a Delaware limited liability company (the "Original Developer "), entered into that certain Second Amended and Restated Development Agreement No. 99 -01 dated as of April 11, 2006 and recorded in the Official Records of the County of Orange, State of California (herein referred to as the "Official Records ") on June 2, 2006 as Instrument No. 2006000373943 (herein referred to as the "Development Agreement ") with respect to development of Pointe Anaheim/GardenWalk Project; and , WHEREAS, the Original Developer assigned the Development Agreement with respect to Parking Structure No. 1, Retail No. 1 and Vacation Ownership Resort No. 1 to Anaheim GW II, LLC, a Delaware limited liability company (herein referred to as "Anaheim GW II ") pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -1 dated as of January 31, 2007 and recorded in the Official Records on February 7, 2007 as Instrument No. 2007000092571; and WHEREAS, the Original Developer assigned, and GardenWalk Hotel I, LLC, a California limited liability company (herein referred to as "GardenWalk Hotel ") assumed, the Development Agreement with respect to the Hotel Property and the Hotels pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -1 dated as of July 19, 2007 and recorded in the Official Records on July 19, 2007 as Instrument No. 2007000453402; and WHEREAS, in 2008, Anaheim GW II completed construction of Retail No. 1 and Parking Structure No. 1. Shortly thereafter, those components of Anaheim GardenWalk opened to the public; and WHEREAS, Anaheim GW II assigned the Development Agreement with respect to the Timeshare Parcel and the Vacation Ownership Resort to Westgate Resorts Anaheim LLC, a Florida limited liability company (herein referred to as "Westgate Resorts "), pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -1 dated as of February 29, 2008 and recorded in the Official Records on March 6, 2008 as Instrument No. 2008000105443; and 2 WHEREAS, GardenWalk Hotel, Westgate Resorts and the City amended the Development Agreement by entering into that certain Amendment No. 1 to Second Amended and Restated Development Agreement dated as of March 1, 2010 and recorded in the Official Records on July 19, 2010 as Instrument No. 2010000341657 to (i) redefine Hotel No. 1, Hotel No. 2 and Hotel No. 3 as one Project Element consisting of two (2) Hotels (herein referred to as "Hotels 1 and 2 ") totaling approximately 866 Hotel Rooms in the aggregate, (ii) require the Commencement of Construction of Hotels 1 and 2 to occur on or before May 26, 2011, and (iii) require the Commencement of Construction of Vacation Ownership No. 1 to occur on or before March 23, 2019 (herein referred to as "Amendment No. 1 "); and WHEREAS, GardenWalk Hotel thereafter requested that the City further amend the Development Agreement to require the Commencement of Construction of the Hotels to occur on or before May 26, 2013. In Amendment No. 2 to the Second Amended and Restated Development Agreement No. 99 -1 dated July 1, 2010 and recorded in the Official Records on August 17, 2011 as Instrument No. 2011000406499 (herein referred to as "Amendment No. 2 "), the City and GardenWalk Hotel amended the Development Agreement to require that Commencement of Construction of the Hotels occur on or before May 26, 2013 and Completion of Construction and Opening for Business (as defined in Amendment No. 2) occur no later than 36 months after Commencement of Construction of the Hotels; and WHEREAS, as the successor in interest to Anaheim GW II, Katella Anaheim Retail, LLC ( "Katella Anaheim ") thereafter requested an amendment to the Development Agreement to make changes to the mix of uses and changes to the square footage of Retail No. 1. Said changes were made by way of Amendment No. 3 to the Second Amended and Restated Development Agreement No. 99 -01, dated August 23, 2011 and recorded in the Official Records on September 16, 2011 as Instrument No. 2011000459373 (herein referred to as "Amendment No. 3 "); and WHEREAS, GardenWalk Hotel has requested that the City further amend the Development Agreement to require that Commencement of Construction of the Hotels occur on or before May 26, 2015, unless Developer elects to phase the construction of the Hotels, in which event GardenWalk Hotel will be allowed to commence construction of the first Hotel on or before May 26, 2015 and to commence construction of the second hotel, if at all, no later than November 26, 2019, as more particularly set forth in the proposed Amendment No. 4 to Second Amended and Restated Development Agreement No. 99 -01 in the form presented at the meeting at which this Ordinance was introduced (herein referred to as "Amendment No. 4 "); and WHEREAS, the Hotels that are the subject of Amendment No. 4 are already fully - entitled, and the environmental impacts related to such Hotels has previously been fully analyzed in connection with the approval of the entitlements for the Hotels, including in the environmental documents referenced above; and WHEREAS, proposed Amendment No. 4 would not change the physical characteristics of the currently- entitled development in any way, but relates merely to an extension of time for construction and development of the previously- approved Hotels; and 3 WHEREAS, in connection with proposed Amendment No. 4, a fourth Addendum to the previously- approved IS /MND, dated March 27, 2013 (herein referred to as the "Fourth Addendum "), a copy of which is on file in the Planning Department and incorporated herein by this reference as though fully set forth, has been prepared in order to determine whether any significant environmental impacts which were not identified in the previously- approved IS/MND would result or whether previously identified significant impacts would be substantially more severe; and WHEREAS, in connection with proposed Amendment No. 4 and the City Council's review of the Fourth Addendum, the City Council has independently reviewed all of the prior environmental documentation prepared for the Pointe Anaheim/GardenWalk Project, including the above - described Final EIR, the IS/MND, the First Addendum, the Second Addendum, the Third Addendum and related Mitigation Monitoring Programs (collectively referred to herein as the "CEQA Documents "), and has exercised its independent judgment in making the findings and determinations set forth herein; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Anaheim, based upon a thorough review of proposed Amendment No. 4, the Fourth Addendum to the IS /MND, the CEQA Documents, and the evidence received to date, does determine as follows: 1. That the Fourth Addendum was prepared in compliance with the requirements of the California Environmental Quality Act, the State CEQA Guidelines, and the City's Local CEQA Procedure Manual. 2. That based upon the evidence submitted and as demonstrated by the analysis included in the Fourth Addendum, 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 or negative declaration have occurred; specifically: a. There have not been any substantial changes in the Pointe Anaheim/GardenWalk Project that require major revisions of the CEQA Documents because of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; b. There have not been any substantial changes with respect to the circumstances under which the Pointe Anaheim/GardenWalk Project is undertaken that require major revisions of the CEQA Documents due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and C. There is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the Final EIR was certified as complete or the IS /MND was adopted, that shows any of the following: (a) the project will have one or more significant effects not discussed in the Final EIR or the IS /MND; (b) significant effects previously examined will be substantially more severe than shown in the Final EIR; (c) mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would 4 substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the Final EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. BE IT FURTHER RESOLVED that, pursuant to the above findings, the City Council determines that the previously- approved CEQA Documents, together with the Fourth Addendum, are adequate to serve as the required environmental documentation for proposed Amendment No. 4. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 14t 4ay of m , 2013, by the following roll call vote: AYES: Council Members Eastman, Murray, Brandman and Kring NOES: Mayor Tait ABSENT: None ABSTAIN: None CITY OF ANAHEIM MAYOR OF THE ITY OF ANAHEIM ATTEST: lt� CITY CLERK OF THE CITY OF ANAHEIM 945540 /TReynolds 5