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6437ORDINANCE NO. 6 4 3 7 AN ORDINANCE OF THE CITY OF ANAHEIM APPROVING AMENDMENT NO. 1 TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 2005-00008 BY AND BETWEEN THE CITY OF ANAHEIM AND PT METRO, LLC AND MAKING CERTAIN FINDINGS RELATED THERETO; AND AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST SAID AGREEMENT FOR AND ON BEHALF OF THE CITY. 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 City of Anaheim and PT Metro, LLC ("Owner") with respect to that certain real property located at 1404 East Katella Avenue and generally depicted on the map attached hereto as Exhibit A and legally described in Exhibit B attached hereto, with both exhibits incorporated herein by this reference (the "Property"); and WHEREAS, pursuant to Section 19 of the Development Agreement, and in March 2018, PT Metro, LLC submitted an application to amend the development milestones set forth in Exhibit G to the Development Agreement. Specifically "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, Amendment No. 1 to the Amended and Restated Development Agreement No. 2015-00008 ("Amendment No. 1 "), which is attached hereto as Exhibit C and incorporated herein by this reference, was prepared; and WHEREAS, the Planning Commission of the City of Anaheim ("Planning Commission") conducted a public hearing on Amendment No. 1, at the Civic Center in the City of Anaheim on April 16, 2018, at 5:00 p.m., 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, and considered information presented by City Staff and evidence for and against the proposed Amendment No. 1; and WHEREAS, the Planning Commission, by the adoption of its Resolution No. PC2018- 022 on April 16, 2018, which is incorporated herein by this reference, recommended that the City Council approve Amendment No. 1, and made certain findings that Amendment No. 1 in the form presented at this meeting meets all of the requirements set forth in Resolution No. 82R- 565 (the "Procedures Resolution"), which was adopted by the City Council on November 23, 1982; and WHEREAS, the City Council did hold a public hearing on Amendment No. 1 at the Civic Center in the City of Anaheim on May 15, 2018, at 7:00 p.m., notice of said public hearing having been duly given as required by law; 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 WHEREAS, Amendment No. 1 revises the term extension milestones associated with the Development Agreement; will not extend the term of the Development Agreement or increase unit count; and serves 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 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 project contemplated in the Development Agreement; and WHEREAS, after careful consideration of the recommendation of the Planning Commission and all evidence and reports offered at said hearing, the City Council does hereby find and determine, with respect to the request for the proposed Amendment No. 1, that all of the conditions and criteria for the approval of said Amended and Restated Development Agreement are present as follows: 1. The Development Agreement as amended by Amendment No. 1 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. The Development Agreement as amended by Amendment No. 1 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 Development Agreement as amended by Amendment No. 1 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 Overlay Zone requirements; and 4. The Development Agreement as amended by Amendment No. 1 is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Amendment No. 1 to Amended and Restated Development Agreement No. 2015- 00008, in the form presented at this meeting be, and the same is hereby, approved. SFCTION ?._ That the Mayor is hereby authorized to execute and the City Clerk is hereby authorized to attest said Amendment No. 1 for and on behalf of the City. THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 15th day of May, 2018, and thereafter passed and adopted at a regular meeting of said City Council held on the 12 thday of June , 2018, by the following roll call vote: AYES: Mayor Pro Tem Moreno and Council Members Murray, Vanderbilt, Barnes, Kring, and Faessel NOES: None ABSENT:Mayor Tait ABSTAIN: None CITY OF ANAHEIM By:` MAYOR PRO TEM ATTEST: 'TC—TING CITY CLERK OF THE CITY OF ANAHEIM 127386v2 EXHIBIT "A" DEV NO. 2013-00034A APN: 232-121-28 323-121-30 to 232-121-39 E_WRIGHTQR =L—IV r E WRIGHT CIR W z > J Q} Q a 3 z 0 � Z a W CD m Q LA v Q y Ln E KATELLA AVE 230' 127' 272' 139' 330' 7PARKST 494' N z o � C V1 292' 0 Y > K UUu K EW o c 0 W E MERIDIAN ST 600' z o u W Ln c F- a 289' 278' o � o r - GENE A )TRY"AY 727' - —F7 E GENE AUTRY WAY G EN E.A U.T.R.Y_W AY s� E STANFORD CT- 1P 7sE ARTISAN CT o soioc Source: Recorded Tract Maps and/or City GIS. v® Please note the accuracy is +/- two to five feet. ME EXHIBIT "B" 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. EXHIBIT "C" 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 AND 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. I 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 '/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. "CITY" CITY OF ANAHEIM, a municipal corporation and charter city Dated: By: Mayor ATTEST: THERESA BASS, ACTING CITY CLERK Acting City Clerk APPROVED AS TO FORM: ROBERT FABELA, CITY ATTORNEY Leonie H. Mulvihill Deputy City Attorney "OWNER": PT METRO, LLC, a Delaware limited liability company By: Lennar Homes of California, Inc., a California corporation, Its sole member Dated: 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] personally appeared_ [here insert name and title of the officer] [here insert name(s) ofsigner(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 Term: 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 Term: 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. CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6437 introduced at a regular meeting of the City Council of the City of Anaheim, held on the 15th day of May 2018 and that the same was duly passed and adopted at a regular meeting of said City Council held on the 12th day of June 2018, by the following vote of the members thereof: AYES: Mayor Pro Tem Moreno and Council Members Murray, Vanderbilt, Barnes, Kring and Faessel NOES: None ABSTAIN: None ABSENT: Mayor Tait IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June 2018. ACTING CITY CLERK OF THE CITY OF ANAHEIM (SEAL) Anaheim Bulletin 2190 S. Towne Centre Place Suite 100 Anaheim, CA 92806 714-796-2209 5190168 ANAHEIM,CITY OF/CLERKS OFF 200 S ANAHEIM BLVD STE 217 ANAHEIM, CA 92805-3820 FILE NO. Ordinance No. 6437 AFFIDAVIT OF PUBLICATION STATE OF CALIFORNIA, SS. County of Orange I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above -entitled matter. I am the principal clerk of the Anaheim Bulletin, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange, State of California, on December 28, 1951, Case No. A-21021 in and for the City of Anaheim, County of Orange, State of California; that the notice, of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit: 06121/2018 I certify (or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct: Executed at Anaheim, Orange County, California, on Date: June 21, 2018. okj��, I Signature PROOF OF PUBLICATION Legal No. 0011135198 SUMMARY PUBLICATION CITY•OF ANAHEIM ORDINANCE NO. 6437 AN ORDINANCE OF THE CITY OF ANAHEIM AP- PROVING: AMENDMENT N0. 1 TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 2005- 0*8 BY AND BETWEEN 7HE CjTY OF ANAHEIM AND PT METRO, LLC AND MAKING CERTAIN FIND- INGS RELATED THERI=Tot AND AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO AT- TEST SAID AGREEMENT FOR AND ON BEHALF OF THE CITY. Thi$"brdinance approves t?tiat certain Arreiltnent 1Jo. `i fio Amended and Restated Development ,Agreement No. 2005-D0008 approved by the City Council on .October 20, 2015 with the adoption of Ordinance No. 0W and recorded in.the Official Records of Orange County Cali- fornia"on November 13, 2015 as Instrument No. 2015000586936 (herein referred to as the 'Development Agreement) by and between the City of Anaheim and PT Metro, LLC with respect to certain real property located at 1404 East Katelia Avenue, Anaheim, California. The De- velopment Agreement, together with certain other entitlements ap- Proved by the Cly Council, provides for the development of the A- Townmixed-use ProieCt located in the Platinum Triangle and certain vested development rights In connection therewith This ordinance approves Amendment No.,I and modifies the develop- ment milestones relative to the ttming and completion of residential units within the5•year and -7:5 -year anniversary of the Development Agreement. This of diYraie revises the term extension milestones as- sociated with the Development Agreement without extending the term of the Development Agreement and serves to provide flexibility within the existing term for construction milestones. 1, Theresa Bass, Acting City Clerk of the City of Anaheim, do hereby cdrtifythat the foregoing is a summary of Ordinance No. 6437, which ordinance was introduced at a regular meeting of the City Council of the City of Anaheim on the 15th day of May, 2018 and was duly passed and adopted at a"reoular meeting of said Council on the 12th day of June, 2018 by the following roll call vote of the members thereof: AYES: Mayorinf, %m, Morgn 'and Council Members Murray, Van- derbiit, Barnes, Kring and Faessel NOES: htdh ABSENT: MayorTaft ABSTAIN: None The above summary is a hriet description of the subiect matter con- toined in the text of OrdfpanGe No. 6437, which has been,preparedpur- suant to Sectfot151tof the Chdrter of the City of Anaheim. This sum mory does not include or describe every provision of the ordinance: and should not be relied on as a substitute; for the full text of the ordi- nance: To obtain a copy of the full text of the ordinance, please contact the Office of the City Clerk, (714) 765.5166, between 8:00 AM and 5:00 PM, Monday through Friday. There is no charge for the copy. Published Anaheim Bulletin June 21, 2018 11135198 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6437 and was published in the Anaheim Bulletin on the 21S` day of June 2018 ACTIN4 CITY CLERK OF THE CITY OF ANAHEIM (SEAL)