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ARA2004-13RESOLUTION NO. ARA 2004 -13 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY APPROVING THAT CERTAIN AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (PARCEL D) WITH CRESCENT PLAZA CONDOMINIUMS, LP, AS SUCCESSOR IN INTEREST TO 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 the Anaheim Redevelopment Project (the "Redevelopment Project "); and WHEREAS, the Agency owns three (3) development sites in Downtown Anaheim, within the area bordered by Center Street Promenade, Anaheim Boulevard, Broadway and Harbor Boulevard (individually, "Parcel'A," "Parcel C," and "Parcel D" and collectively with a parcel [ "Parcel B "] previously conveyed to the Developer [as such term is hereinafter defined], the "Development Sites "), which Development Sites have been previously developed for urban use; and WHEREAS, the Agency and CIM California Urban Real Estate Fund, LP (the "Developer ") entered into that certain Disposition and Development Agreement dated as of October 29, 2002 (the "DDA'), pursuant to which the Agency and the Developer (jointly, the "Parties ") set forth the terms and conditions relating to (i) the Agency's sale of Parcels A, B and C to the Developer, and the Developer's development of certain improvements thereon, and (ii) exclusive negotiation with respect to Parcel D and Parcel C -3; and WHEREAS, the Parties entered into that certain First Amendment to Disposition and Development Agreement dated as of June 17, 2003 (the "First Amendment ") to set forth the terms and conditions relating to the Agency's sale of Parcel D to the Developer, and the Developer's development of certain improvements thereon (the "Parcel D Improvements "); and WHEREAS, the Agency and Crescent Plaza Condominiums, LP, as successor in interest to CIM Urban Real Estate Fund, LP (formerly known as CIM California Urban Real Estate Fund, LP), now wish to amend and restate the terms of the disposition of Parcel D and the development of certain improvements thereon (the "Improvements ") by entering into that certain Amended and Restated Disposition and Development Agreement (Parcel D) dated as of September 15, 2004 (the "Amended and Restated DDA for Parcel D "); and WHEREAS, the Developer has submitted to the Agency and the City Council of the City of Anaheim (the "City Council ") copies of the Amended and Restated DDA for Parcel D in a form executed by the Developer; 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 Parcel D for development pursuant to the Redevelopment Plan upon a determination by the City Council (i) that the sale 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 sale is not less than either the fair market value or fair reuse value of Parcel D in accordance with the covenants and conditions governing the sale and the development costs required thereof, and (iii) that the sale 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 Development Sites were blighted, including substandard structures, serious grade problems, structural deterioration and poor maintenance; and WHEREAS, the Amended and Restated DDA for Parcel D would provide for the elimination of such blighting conditions by providing for the construction of the Improvements on such previously blighted real property; and WHEREAS, the purchase price for Parcel D payable under- the Amended and Restated DDA for Parcel D is not less than the fair reuse value of Parcel D, at the use and with the covenants, conditions precedent, conditions subsequent and development costs authorized by the Amended and Restated DDA for Parcel D, as determined by the reuse analysis of the Amended and Restated DDA for Parcel D 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 Amended and Restated DDA for Parcel D 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 Amended and Restated DDA for Parcel D (the "Public Hearing ") was duly noticed in accordance with the requirements of Health and Safety Code Sections 33431 and 33433, and the proposed Amended and Restated DDA for Parcel D, and a summary report meeting the requirements of Health and Safety Code Section 33433, was available for public inspection prior to the Joint Public Hearing consistent with the requirements of Health and Safety Code Section 33433; and K WHEREAS, on September 28, 2004, the Agency and City Council held the Joint Public Hearing on the proposed Amended and Restated DDA for Parcel D, 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 Amended and Restated DDA for Parcel D have been taken in an appropriate and timely manner; and WHEREAS, pursuant to the California Environmental Quality Act ( "CEQA ") the Agency has certified a Final Subsequent Environmental Impact Report on November 23, 1976 by Resolution No. ARA 76 -38, a Supplemental Environmental Impact Report for Project Alpha Parcel 10 on September 6, 1983 by Resolution 83 -35, a Subsequent Environmental Impact Report for Parcel 8 and 9 on November 8, 1983 by Resolution No. ARA 83 -83, an Addendum to Koll Anaheim Center Environmental Impact Report on January 9, 1990 by Resolution Nos. ARA 90 -1 and 90R -13, and an Initial Study and Trip Generation Analysis on March 8, 1994, by Resolution Nos. ARA 94 -2 and 94R -31; and WHEREAS, the Amended and Restated DDA for Parcel D is within the scope of one or more of the projects analyzed under the foregoing environmental documents, and (a) approval of the Amended and Restated DDA for Parcel D 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 Amended and Restated DDA for Parcel D 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, to the extent the Improvements 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 (14 California Code of Regulations sections 15000 et seq.), be subject to further CEQA analysis; and WHEREAS, the City Council has duly considered all terms and conditions of the proposed Amended and Restated DDA for Parcel D and believes that the redevelopment of Parcel D 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 3 state and local laws and requirements. NOW, THEREFORE, THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Consideration for Sale. The Agency hereby finds and determines that, based upon substantial evidence provided in the record before it, the consideration for the Agency's sale of Parcel D pursuant to the terms and conditions of the Amended and Restated DDA for Parcel D is not less than the fair reuse value of Parcel D, at the use and with the covenants, conditions precedent, conditions subsequent and development costs authorized by the Amended and Restated DDA for Parcel D. Section 2. Elimination of Blight. The Agency hereby finds and determines that the sale of Parcel D pursuant to the Amended and Restated DDA for Parcel D 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 Agency hereby finds and determines that the Amended and Restated DDA for Parcel D is consistent with the provisions and goals of the Implementation Plan and the Redevelopment Plan. Section 4. Environmental Impacts. The Agency hereby finds and determines that the Amended and Restated DDA for Parcel D 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 Amended and Restated DDA for Parcel D 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 Agency 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 Improvements shall be subject to further analysis under CEQA. Section 5: Approval of Amended and Restated DDA for Parcel D. The Agency hereby approves the Amended and Restated DDA for Parcel D, and authorizes and directs the Executive Director of the Agency to execute the Amended and Restated DDA for Parcel D on behalf of the Agency. A copy of the Amended and Restated DDA for Parcel D when executed shall be placed on file in the office of the Agency Secretary. The Executive Director of the Agency, or the Executive Director's, is authorized to implement the Amended and Restated DDA for Parcel D and take all further actions and execute all escrow documents and other documents which are necessary or appropriate to carry out the Amended and Restated DDA for Parcel D. Section 6. Approval of Basic Concept Drawings. The Agency hereby the Basic Concept Drawings for Parcel D presented to the Governing Board at the Public Hearing on the Amended and Restated DDA for Parcel D. 9 Section 7. Notice of Exemption. The Agency hereby directs Agency staff to prepare and file a Notice of Exemption pursuant to CEQA which states that the approval of the Amended and Restated DDA for Parcel D is within the scope of one or more projects previously analyzed pursuant to CEQA, and therefore is exempt from further CEQA analysis. Section 8. Certification of Resolution. The Agency Secretary shall certify to the adoption of this Resolution. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY THIS TWENTY - EIGHTH (28TH) DAY OF SEPTEMBER, 2004 BY THE FOLLOWING ROLE CALL VOTE: AYES Chairman Pringle, Agency Members McCracken, Chavez, Hernande NOES: None ABSTAIN: None ABSENT Agency Member Tait F.29, RUA. . f AM �► 55689.1