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Resolution-PC 2018-022RESOLUTION NO. PC2018-022 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF ANAHEIM RECOMMENDING THAT THE CITY COUNCIL APPROVE AMENDMENT NO. 1 TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 2015-00008 BY AND BETWEEN THE CITY OF ANAHEIM AND PT METRO, LLC, AND MAKING FINDINGS IN CONNECTION THEREWITH. (DEVELOPMENT AGREEMENT NO. 2015-00008) WHEREAS, on October 20, 2015, the City Council of the City of Anaheim adopted Ordinance No. 6345 approving that certain Amended and Restated Development Agreement No. 2005-00008, dated October 27, 2015 and recorded in the Official Records of Orange County California on November 13, 2015 as Instrument no. 2015000586936 (the "Development Agreement") between the Cityof Anaheim and PT METRO, LLC, a Delaware limited liability company ("Owner") with respect to that certain real property located at 1404 East Katella Avenue and consisting of approximately 43.1 -acres generally located west of State College Boulevard between Katella Avenue and Gene Autry Way (the "Property"); and WHEREAS, Section 2 of the Development Agreement provides for a 5 -year term with up to three 5 -year extension terms provided that development milestones have been achieved; and WHEREAS, pursuant to Section 19 of the Development Agreement, Owner has requested that the development milestones be modified relative to the timing and completion of residential units within the 5 -year and 7.5 -year anniversary of the Development Agreement. In response to Owner's request, the proposed Amendment No. 1 to the Development Agreement attached hereto as Attachment No. 1 and incorporated herein by this reference has been prepared in response to Owner's request; and WHEREAS, pursuant City Council Resolution No. 82R-565 (the "Procedures Resolution"), which was adopted by the City Council on November 23, 1982, the Planning Commission shall provide a recommendation to the City Council with regard to Amendment No. 1 to the Development Agreement; 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 Implementation of the California Environmental Quality Act (herein referred to as the "CEQA Guidelines"), and the City's Local CEQA Procedure Manual, the City is the "lead agency" for the preparation and consideration of environmental documents; and -I- PC2018-022 WHEREAS, the revisions to the term extension milestones associated with the Development Agreement will not extend the term of the Development Agreement or increase unit count, but simply will serve to provide flexibility within the existing term for construction milestones. As such, Amendment No. 1 is a minor change to the Development Agreement. Therefore, the approval of Amendment No. 1 to the Development Agreement does not necessitate additional environmental review because it will not result in new or substantially more severe impacts that were not previously evaluated and/or require additional mitigation measures, and 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 FSEIR No. 339 was certified and its subsequent addenda were approved that triggers the need for the preparation of subsequent environmental review. The analysis in FSEIR No. 339 included anticipated build- out contemplated by the Development Agreement. FSEIR No. 339, together with Mitigation Monitoring Plan No. 321 and all supporting and subsequent environmental documentation remain relevant and retain informational value as to the A -Town Project; and WHEREAS, on April 16, 2018, the Planning Commission did hold a public hearing, notice of said public hearing having been duly given as required by law and in accordance with the provisions of Chapter 18.60 of the Code, to hear and consider evidence and testimony concerning the contents of Amendment No. 1 to the Development Agreement and to investigate and make findings in connection therewith; and WHEREAS, at said public hearing, upon hearing and considering all testimony and arguments (if any) of all persons desiring to be heard, the Planning Commission considered all factors relating to Amendment No. 1 to the Development Agreement; and WHEREAS, the Planning Commission determines that the evidence in the record constitutes substantial evidence to support the action taken and the findings made in this Resolution, that the facts stated in this Resolution are supported by substantial evidence in the record, including testimony received at the public hearing, the staff presentation, the staff report and all materials in the project files. There is no substantial evidence, nor are there other facts, that detract from the findings made in this Resolution. The Planning Commission expressly declares that it considered all evidence presented and reached these findings after due consideration of all evidence presented to it. NOW, THEREFORE, BE IT RESOLVED that the Planning Commission, after due inspection, investigation and study made by itself and in its behalf, and after due consideration of and based upon all of the testimony, evidence and reports offered at said hearing, does find and determine that proposed Amendment No. 1 to Amended and Restated Development Agreement No. 2015-00008, in the form presented at this meeting, meets all of the standards and requirements set forth in Resolution No. 82R-565 (the "Procedures Resolution"), which was adopted by the City Council on November 23, 1982, that is: 1. The proposed Amendment No. 1 to Amended and Restated Development Agreement No. 2015-00008 is consistent with the General Plan of the City of Anaheim and with the goals, policies, programs and objectives specified in the General Plan; -2- PC2018-022 2. The proposed Amendment No. 1 to the Amended and Restated Development Agreement No. 2015-00008 is compatible with the uses authorized in, and the regulations prescribed for, the applicable zoning district(s) in which the Property is located; 3. The proposed Amendment No. 1 to Amended and Restated Development Agreement No. 2015-00008 is compatible with the orderly development of property in the surrounding area in that it is in conformance with and implements the Platinum Triangle Mixed Use (PTMU) Overlay Zone requirements; and 4. The proposed Development Agreement No. 2015-00002 is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim. BE IT FURTHER RESOVED that the Planning Commission does hereby determine Amendment No. 1 to Amended and Restated Development Agreement No. 2015-00008 is a modification is not a substantial change that requires subsequent environmental review as Subsequent Environmental Impact Report No. 339 for the Revised Platinum Triangle Expansion Project, along with Mitigation Monitoring Plan No. 321, together with other previously approved environmental documentation, remain relevant and informative BE IT FURTHER RESOVED that the Planning Commission does hereby recommend that the City Council approve Amendment No. 1 to Amendment and Restated Development Agreement No. 2015-00008, in the form presented at this meeting. THE FOREGOING RESOLUTION was adopted at the Planning Commission meeting of April 16, 2018. CHAIRPERSON, PLANNING COMMISSION OF THE CITY OF ANAHEIM ATTEST: ✓� I SECRETARY, PLANNING COMMISSION OF THE CITY OF ANAHEIM -3- PC2018-022 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, Eleanor Morris, Secretary of the Planning Commission of the City of Anaheim, do hereby certify that the foregoing resolution was passed and adopted at a meeting of the Planning Commission of the City of Anaheim held on April 16, 2018, by the following vote of the members thereof: AYES: COMMISSIONERS: ARMSTRONG, DALATI, GILLESPIE, KEYS, LIEBERMAN NOES: COMMISSIONERS: WHITE ABSENT: COMMISSIONERS: CARBAJAL IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of April, 2018. 127387/LHM SECRETARY, PLANNING COMMISSION OF THE CITY OF ANAHEIM -4- PC2018-022 ATTACHMENT NO. 1 [ATTACHED] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Council City of Anaheim c/o City Clerk P.O. Box 3222 Anaheim, California 92805 (SPACE ABOVE LINE FOR RECORDER'S USE ONLY.) EXEMPT FROM FEES PURSUANT TO CALIFORNIA GOVERNTMENT CODE §27383 AMENDMENT NO. 1 TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 2005-00008 BETWEEN THE CITY OF ANAHEIM 4 ky' i7 PT METRO, LLC AMENDMENT NO. 1 TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 2005-00008 This AMENDMENT NO. 1 TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT No. 2005-00008 (this "Amendment No. 1 "), dated for purposes of identification only as of this day of , 2018 (the "Date of Amendment"), is made and entered into by and between the CITY OF ANAHEIM, a charter city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and PT METRO, LLC, a Delaware limited liability company (referred to herein as "OWNER"). RECITALS A. On October 20, 2015, the City Council of the City of Anaheim adopted Ordinance No. 6345 approving that certain Amended and Restated Development Agreement No. 2005- 00008, dated October 27, 2015 and recorded in the Official Records of Orange County California on November 13, 2015 as Instrument no. 2015000586936 (the "Development Agreement") with respect to that certain real property described in the Legal Description of the Property attached hereto as Attachment No. 1 and incorporated herein by this reference. All such terms in this Amendment No. 1 shall have the meanings ascribed to such terms in the Development Agreement unless otherwise defined in this Amendment No. 1. Copies of the Development Agreement are available as a public record in the office of the City Clerk located at 200 South Anaheim Boulevard, Anaheim, California. B. The Term of the Development Agreement commenced on the Development Agreement Date and shall extend for a period of five (5) years thereafter, unless extended or earlier terminated as provided in the Development Agreement. Thereafter, the Term of the Development Agreement shall be automatically extended for up to three (3) additional five (5) year periods provided that development milestones described in Exhibit G are timely achieved. C. OWNER has requested that the development milestones set forth in Exhibit G be modified relative to the timing and completion of residential units within the 5 -year and 7.5 -year anniversary periods. D. CITY and OWNER (each a "Party" and jointly, the "Parties") intend, in this Amendment No. 1, to approve the OWNER's request to amend Exhibit G. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: SECTION 1. AMENDMENT OF DEVELOPMENT AGREEMENT. Section 2.2 of the Development Agreement is deleted in its entirety and replaced with the following: "2.2 The term (hereinafter called "Term") of this Development Agreement shall be that period of time during which this Development Agreement shall be in effect and bind the parties hereto. The Term shall commence on the Development Agreement Date and shall extend for a period of five (5) years thereafter, unless extended or earlier terminated as provided herein. Thereafter, the Term of this Development Agreement shall be automatically extended for up to two (2) additional two and one half (2 %) year periods followed by two (2) additional five (5) year periods provided that the development milestones described in Exhibit G are timely achieved. Owner shall submit proof of compliance with the project milestones shown in Exhibit G prior to the expiration of each period set forth therein. The Planning Director shall determine if the project milestones have been met, and will inform the City Council of the extension of the Development Agreement." SECTION 2. AMENDMENT OF DEVELOPMENT AGREEMENT. Exhibit G is deleted in its entirety and replaced with new Exhibit G attached hereto as Attachment No. 2 and incorporated herein by this reference. SECTION 3. INTEGRATION. Except as expressly provided to the contrary herein, all other provisions of the Development Agreement shall remain in full force and effect. The Development Agreement and this Amendment No. 1 shall hereinafter be collectively referred to as the "Agreement". The Agreement integrates all of the terms and conditions of agreement between the Parties and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof. SECTION 4. EFFECTIVE DATE. This Amendment No. 1 shall take effect upon the date the ordinance approving this Amendment No. 1 takes effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT NO. 1 AS OF THE RESPECTIVE DATES SET FORTH BELOW. Dated: ATTEST: THERESA BASS, ACTING CITY CLERK Acting City Clerk APPROVED AS TO FORM: ROBERT FABELA, CITY ATTORNEY Leonie H. Mulvihill Deputy City Attorney "CITY" CITY OF ANAHEIM, a municipal corporation and charter city Mayor "OWNER": PT METRO, LLC, a Delaware limited liability company By: Lennar Homes of California, Inc., a California corporation, Its sole member Dated: By: Ryan Gatchalian Vice President 127372v3/LHM ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ) On before me, [date] [here insert name and title of the officer] personally appeared [here insert name(s) of signer(s)] who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. (Signature) (Seal) Attachment No. 1 Legal Description of the Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL OF LOTS 1 THROUGH 14, INCLUSIVE, LOTS A, B, MARKET STREET, BRYANT STREET, GRANVILLE DRIVE, TRIAD STREET, UNION STREET, MERIDIAN LANE, METRO DRIVE, PARK LANE AND WESTSIDE DRIVE OF TRACT NO. 16859 AS SHOWN ON A MAP RECORDED IN BOOK 892, PAGES 1 THROUGH 10, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Attachment No. 2 [ATTACHED] EXHIBIT "G" TERM EXTENSION MILESTONES 1) Milestones to be Completed by the fifth (5th) anniversary of the date of the Authorizing Ordinance In Order to Receive the First 2.5 -Year Extension of the Development Agreement Tenn: Dedication of ultimate right-of-way for Gene Autry Way (remaining perimeter arterial), Market Street and internal connector streets. Completion of all Public Facilities/Infrastructure (Phase 1 and Phase 2 Infrastructure). Completion of the Public Park. A full Final Site Plan application for 150 residential units. Completion (approval of final building inspections) of 400 residential units. 2) Milestones to be Completed seven and one half years (seven years and 180 days) from the date of the Authorizing Ordinance In Order to Receive the Second 2.5 -Year Extension of the Development Agreement Term: Completion (approval of final building inspections) of an additional 150 residential units (550 total residential units completed). 3) Milestones to be Completed by the tenth (10th) anniversary of the date of the Authorizing Ordinance In Order to Receive the First 5 -Year Extension of the Development Agreement Tenn: Completion (approval of final building inspections) of 700 residential units beyond the cumulative 550 residential units. (I 100 total residential units completed). Completion of the Public Linear Park. 4) Milestones to be Completed by the fifteenth (15th) anniversary of the date of the Authorizing Ordinance In Order to Receive the Second 5 -Year Extension of the Development Agreement Term: Completion (approval of final building inspections) of 300 or more residential units beyond the 1,100 total units. (No less than 1,400 total units completed). Issuance of Certificates of Occupancy for no less than 38,000 square feet of ground floor commercial space.