RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
APPROVING A REAL ESTATE SALE AGREEMENT WITH HHC HA
TRS, INC.; AUTHORIZING THE EXECUTIVE DIRECTOR OF
CONVENTION, SPORTS AND ENTERTAINMENT TO EXECUTE AND
FINALIZE SUCH REAL ESTATE SALE AGREEMENT; AUTHORIZING
THE EXECUTIVE DIRECTOR OF CONVENTION, SPORTS AND
ENTERTAINMENT TO IMPLEMENT SUCH REAL ESTATE SALE
AGREEMENT; DETERMINING THAT THE PURCHASE AND SALE OF
THE PROPERTY IS EXEMPT FROM CEQA PURSUANT TO CEQA
GUIDELINES SECTION 15061(b)(3); AND MAKING CERTAIN OTHER
FINDINGS IN CONNECTION THEREWITH
WHEREAS, the City of Anaheim (the “City”) is a California municipal corporation and charter city; and
WHEREAS, the City Council (“City Council”) for the City is authorized and empowered under its Charter to enter into agreements for the disposition of real property, and to make and execute contracts and other instruments necessary or convenient to exercise its powers; and WHEREAS, the City holds title to certain real property consisting of an interest in the air- space parcel (Parcel 3 in Parcel Map No. 88-251) and improvements (the “Property”) comprising of the existing five-story enclosed parking garage (the “Parking Facility”) located at 777 Convention Center Way in the City of Anaheim; and
WHEREAS, HHC HA Investments II, Inc. owns the certain adjacent airspace parcel of real estate, described as Parcel 2 in Parcel Map No. 88-251 (“Parcel 2”), and together, Parcel 2 and Parcel 3 are improved with the Parking Facility.
WHEREAS, Parcel 2 and Parcel 3 are subject to a certain Declaration Establishing Easements, Rights, Covenants, Conditions, and Restrictions Regarding Access to and Parking at the Anaheim Convention Center and Hotel Enclosed Parking Facility, dated June 22, 1989, (“Parking Facility Declaration”) which, among other things, sets forth the respective interest of the Parties based the percentage of the airspace parcels that the Parties each own separately that comprise the whole Parking Facility. The City has a fifty-one and seven hundredths percent (51.07%) interest and HHC HA Investments II, Inc. has a forty-eight and ninety-three hundredths percent (48.93%) interest. The Buyer’s affiliate also is the owner of the Hilton Anaheim Hotel located immediately adjacent to and connected with the Parking Facility.
WHEREAS, In November 2023, HHC HA Investments II, Inc. contacted the City to express its interest in purchasing the Property.
WHEREAS, the City is considering entering into a Real Estate Sale Agreement to sell the Property to HHC HA TRS, Inc. (“HHC HA TRS”), an entity controlled by the same owner of HHC HA Investments II, Inc.
WHEREAS, on January 10, 2024, the City entered into a Letter of Intent with HHC HA Investments II, Inc. and has negotiated the terms of a Real Estate Sale Agreement substantially in the form submitted herewith (the “Agreement”) with HHC HA TRS, whose affiliated entity currently owns the remainder of the interest in the air-space parcel and improvements comprising the parking facility not owned by the City, as well as the owner of the Hilton Anaheim Hotel located immediately adjacent to the Property, pursuant to which the City will convey the Property to HHC HA TRS for a purchase price of $24,542,314.00 (the “Purchase Price”) and HHC HA TRS will continue operations of the Property as a parking facility; and WHEREAS, the approval of the Agreement will not result in any physical change to the Property and does not obligate the City to subsequently approve any new use or physical change to the Property for purposes of this Agreement; and
WHEREAS, nothing contained in the Agreement commits the City to approving any project or any component thereof, and the City retains its full discretion and land use authority to consider, modify, condition, approve, or reject any proposed project at the Property; and WHEREAS, prior to considering any project proposed by HHC HA TRS, the City will conduct an appropriate environmental review consistent with the California Environmental Quality Act (“CEQA”) and the CEQA Guidelines;
WHEREAS, the City prepared a report summarizing the details of the Agreement and the economic benefit it is expected to generate (the “Report”), and made the Report available for public inspection in accordance with California Government Code Section 52201; and WHEREAS, the City Council conducted a duly noticed public hearing on June 11, 2024, in which the City Council received and fully considered all oral and written testimony from members of the public and City staff regarding the Report.
WHEREAS, the City Council has duly considered all terms and conditions of the proposed Agreement, including all attachments thereto, and believes that the Project 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; and WHEREAS, the City Council determines that the evidence in the record constitutes substantial evidence to support the actions 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 meeting, the staff presentations, the staff report, and all materials in the Property’s files. There is no substantial evidence, nor are there other facts, that detract from the findings made in this Resolution. The City Council 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 BY THE CITY COUNCIL OF THE CITY OF ANAHEIM:
Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution.
Section 2. The City Council hereby finds and determines, based on all documentation, testimony, and other evidence in the record before it, that the consideration being paid to the City for the Property is not less than the fair market value at its highest and best use, as determined by an independent appraiser.
Section 3. 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 the Implementation of the California Environmental Quality Act (commencing with Section 15000 of Title 14 of the California Code of Regulations; herein referred to as the “CEQA Guidelines”), the City Council finds that the project involves the sale of an interest in an air-space parcel (Parcel 3) that is already fully developed with the operating Parking Facility, and the approval of the Agreement will not result in any physical change to the Property and does not obligate the City to subsequently approve any new use or physical change to the Property. Thus, the City’s sale of the Property is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.
Section 4. The sale of the Property as provided in the Agreement will assist in the creation of economic opportunity as described in California Government Code Sections 52201 and 52200.2, as further described in the Report prepared pursuant to Section 52001 and provided with this Resolution.
Section 5. The City Council, based upon the foregoing and all oral and written testimony from members of the public and City staff, hereby approves the Agreement, with such changes as may be mutually agreed upon by the Buyer, the City Attorney, and the Executive Director of Convention, Sports & Entertainment (“Director”) (or his duly authorized representative), respectively, as are minor and in substantial conformance with the form of the Agreement submitted herewith. The Director and the City Clerk are hereby authorized to execute and attest the Agreement, including any related attachments, on behalf of City. In such regard, the Director (or his duly authorized representative) is authorized to sign the final version of the Agreement after completion of any such revisions. Copies of the final form of the Agreement, when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, the Director (or his duly authorized representative) is authorized to implement the Agreement and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by the Agreement, including all exhibits thereto. The Director (or his duly authorized representative) is hereby authorized to the extent necessary during the implementation of the Agreement to make technical or minor changes and interpretations of the Agreement after execution, as necessary to properly implement and carry out the Agreement, including all exhibits thereto, provided any and all such changes shall not in any manner materially affect the rights and obligations of the City under the Agreement.
Section 6. In addition to the authorization of Section 5 above, the Director is hereby authorized, on behalf of the City, to sign all other documents necessary or appropriate to carry out and implement the Agreement, including all exhibits thereto and including causing the issuance of warrants in implementation thereto, and to administer the City’s obligations, responsibilities, and duties to be performed under the Agreement, including all exhibits thereto.
Section 7. The City Clerk shall certify to the adoption of this Resolution. [SIGNATURES ON NEXT PAGE]
THE FOREGOING RESOLUTION is passed, approved, and adopted by the City Council of the City of Anaheim this day of , 2024, by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
CITY OF ANAHEIM
By:
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
CITY CLERK OF THE CITY OF ANAHEIM