ocV!BE
DEVELOPMENT AGREEMENT NO. 2020-00004
ANNUAL REVIEW REPORT
Revised June 10, 2024
The ocV!BE Development Agreement No. 2020-00004 (the “Development Agreement”) was made and entered into as of October 4, 2022, by and between the City of Anaheim (“City”) and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC (the “Owners”). On July 27, 2023, the Development Agreement was recorded in the Official Records of Orange County, California as Document No. 2023000180674.
This Annual Review Report is submitted as required by Section 6.2 of the City of Anaheim’s Procedures Resolution (Resolution No. 82R-565). Further, Section 27.2 of the Development Agreements requires Owner to submit compliance evidence not less than 45 days and not more than 60 days prior to the anniversary of the Development Agreement Date. (Development Agreement, Section 27.2) The Development Agreement Date is the later of (i) the Development Agreement recordation date or (ii) the effective date of the Authorizing Ordinance. (Development Agreement, Section 1.28) The later of the two is the recordation date of July 27, 2023, making the anniversary date July 27, 2024 and the window for submittal May 28, 2024 - June 12, 2024.
This Annual Review Report documents the Owner’s good faith compliance with the provisions of the Development Agreement during the first year of its term. The following table identifies the Owner’s near-term obligations and summarizes the status of these obligations through the first anniversary date of the Development Agreement. The summaries of obligations are provided herein for informational purposes only and are not intended to modify any terms, rights or obligations of the Development Agreement, which itself fully describes all such matters.
Section I narratively describes the current efforts underway and Section II demonstrates compliance with specific provisions of the Development Agreement.
I. Efforts Underway
The Owner has achieved a significant milestone in obtaining City Council approval of the Final Map and Subdivision Agreement for Tract No. 19153 on March 19, 2024. The following documents were recorded in the Official Records of Orange County on June 10, 2024:
• Final Map as Document No. 2024000143729;
• Subdivision Agreement as Document No. 2024000143727;
• Declaration of Covenants so Document No. 2024000143728.
Bonds have also been posted for all improvements associated with the Final Map (including River Road north of Cerritos, and off-site SR-57 off-ramp improvements).
The Owner has also submitted and revised various grading and construction permits.
Construction has commenced as follows:
2 • Infrastructure improvement construction in progress:
o Katella Avenue (Douglass to River Road)
o River Road (Katella to Stanley Cup Way)
o Stanley Cup Way (River Road to Douglass)
o Douglass (Stanley Cup Way to Cerritos)
• Construction has started on the following structures that are listed below:
o Deck B BLD2022-03974 permit issued June 13, 2023
o Deck C BLD2022-03978 permit issued June 13, 2023
o Market Hall BLD2022-04720 permit issued June 19, 2024 o Security Hub BLD2022-05946 permit issued June 26,2024 • Demolition progress:
o West of Douglass GRA2022-03748 permit issued January 12, 2024 - complete o Deck D GRA2022-03752 permit issued June 4, 2024 - substantially complete with permit closure expected in July
o JT Schmid’s BLD2024-02510 permit in plan check
• Rough grading progress:
o West of Douglass GRA2022-03750 permit issued January 12, 2024 - substantially complete with permit closure expected in July
o Deck D GRA2022-03751 permit issuance imminent
II. Development Agreement Compliance
The following identifies the status of items identified in the Development Agreement.
This table is provided only for the purpose of the annual review and and does not represent and is not meant to replace all the requirements listed in the development agreement.
Section Obligation Timing Status
1.7 Arena Signs – “Any spectacular digital Arena Sign shall include the static banner "ocV!BE". Any spectacular digital Area Sign shall include a static banner with the logo and the City name "Anaheim". The Anaheim banner shall be of equivalent size to the ocV!BE static banner, and shall be situated below the ocVIBE banner, with both banners visible to State Route 57 for signs that are viewable from State Route
57.”
Prior to final Planning
and Zoning Inspection
of Parking Deck B and
Deck C.
In progress.
1.15 ARTIC Signs - "Any spectacular digital ARTIC Sign shall include the static banner "ocV!BE". Any spectacular digital ARTIC Sign shall also include a static banner with the logo and the City name "Anaheim". The Anaheim banner shall be of equivalent size to the ocV!BE static banner, and shall be situated below the ocV!BE banner, with both banners visible to State Route 57 for signs that are viewable from State Route
57."
Prior to final Planning
and Zoning Inspection
of Parking Deck A.
In progress.
7.1 Description of Permitted Development - "The parties acknowledge that Final Site Plans for Phases 2-5 of the Project are subject to review and approval by the City Planning Commission, whose review is limited to reviewing and ensuring conformance with the provisions of the approved Master Plan, PTMU Overlay Zone and the Platinum Triangle Master Land Use Plan. Owner agrees that City may withhold and not issue further Development Approvals to authorize development and construction of Phases 2 through 5 of the Project until such time as Owner or City have obtained approval or all necessary clearances from Due prior to Phases 2-
5. Not yet due.
4 Section Obligation Timing Status
Caltrans for SR-57 off-ramp improvements proposed as part of the Project. Notwithstanding the foregoing, City, in its sole reasonable discretion, shall have the ability to issue further Development Approvals for development and construction of portions of Phases 2 through 5 of the Project if, based upon City review and approval of a sensitivity analysis, demonstrating that there is adequate capacity in all required public and private facilities to support development of portions of Phases 2 through 5 of the Project."
7.3 Parking Areas - "The Parking Areas shall be constructed so that there will be sufficient parking spaces available within the Property to serve the Project, as depicted and substantially in conformance with the Master and Final Site Plans and the supporting Shared Use Parking Study."
General obligation. Not yet due.
7.3 Parking Areas - "Owner shall provide a minimum total of 5,700 parking spaces plus an additional minimum of 1,100 off-site parking spaces for employees ("Employee Parking Lot"), for a total of 6800 parking spaces, which is sufficient to meet the 3900-space requirement specified in the Zoning Code for the Honda Center within the Arena District portion of the Project."
General obligation. Not yet due.
7.3 Parking Areas – “On the Employee Parking Lot property owned by the City and ground leads to Owner, Owner acknowledges and agrees that City shall reserve a 15' wide bike trail easement along the southern boundary of the Employee Lot, as identified in Exhibit "b", for the potential future use as a public bike trail ("Bike Trail Easement")." "If owner acquires the Employee Parking Lot property, the parties agree that the Bike Trail Easement shall be recorded against the Employee Lot Property.”
General obligation. The Employee Lot has been
acquired and the bike trail
easement is in place.
5 Section Obligation Timing Status
7.3 Parking Areas - "Owner shall provide a minimum of 701 parking spaces ("Minimum Transit District Parking"), as potentially modified by a future Parking Utilization Study (defined below), plus the continued use of 405 spaces offsite in the Anaheim Stadium parking area ("Off- Site Stadium Transit Parking") for a total of 1106 spaces, but up to a maximum of 1755 spaces (1,350 spaces in the ARTIC Garage plus the 405 Off-Site Stadium Transit Parking spaces), which is sufficient to meet the 1,082 parking spaces required by the prior-issued Conditional Use Permit for ARTIC ("ARTIC CUP") transit customers."
General obligation. Not yet due. There have been
no changes to parking in the
Transit District.
7.3 Parking Areas - "Upon commencement of construction of the Meadow Park and before the opening of the ARTIC Garage, the total transit customer parking, inclusive of the 405 spaces off-site in the Anaheim Stadium parking area, may fall below 1,082 spaces but shall be greater than the minimum 900 spaces required by agreement with
OCTA/Metrolink."
Upon construction of
Meadow Park.
Not yet due.
7.3.1 Parking – “Owner shall take all actions necessary to obtain building permits, construct and complete Parking Decks B, C and D along with the Employee Parking Lot, totaling a minimum of 6,800 parking spaces, no later than the first final building and zoning inspection for a building in Phase 1 ("Minimum Phase 1 Parking'')... It is contemplated that City may ultimately acquire Parking Decks B, C and D. If City acquires Parking Decks B, C and D, City shall provide a perpetual parking easement in favor of Owner, for use by Owner and its subsequent owners, lessees and licensees of all facilities of the Project, north of Katella Avenue, except for the Project's residential units and hotels.
The Minimum Phase 1 Parking shall remain open and operating until the ARTIC Garage is complete and open for operation in Phase 4, as discussed below.”
Construction due prior
to first final building
and zoning inspection
for a building in Phase
1 and operational
through Phase 4.
In progress.
Deck B BLD2022-03974
permit includes 2,968 stalls
Deck C BLD2022-03978
permit includes 1,566 stalls
Deck D BLD2022-06054
permit has not yet been
issued and includes 1,791
stalls
Employee Parking Lot is
estimated to include 690
6 Section Obligation Timing Status
stalls. It is under re-design
and will be submitted for
substantial conformance in
third quarter of 2024.
7.3.1 Parking Study - "Each subsequent Project phase after Phase 1 ("Subsequent Phase") shall require an updated Parking Supply and Demand Study ("Parking Study") with the submittal of the Final Site Plan(s) in that Phase. The Parking Study shall follow the methodology applied in the original Parking Study approved with the Project, but applied to each particular phase.”
Due prior to issuance
of building permits for
Phases 2-5.
Not yet due.
7.3.1 Construction Access Plan - "In connection with each Subsequent Phase, Owner shall also prepare an interim construction parking and access plan ("Construction Access Plan") with the submittal of the Final Site Plan in that phase." Both the Parking Study and Construction Access Plan for each Subsequent Phase shall be reviewed and approved by Public Works Director prior to the issuance of building permits for that Subsequent Phase."
Due prior to issuance
of building permits for
Phases 2-5.
Not yet due.
7.3.2 Parking Utilization Study – “The parties agree that during the term of this Development Agreement, Owner shall prepare or retain a consultant to prepare a parking utilization study ("Parking Utilization Study") to determine whether the number of provided parking spaces for the Project may be reduced. Owner shall prepare the Parking Utilization Study prior to the development of Phase 4 of the Project. Owner hall pay the costs for the costs of preparation of the Parking Utilization Study. The Parking Utilization Study shall analyze the use of the actual parking in the Project after buildout and occupancy of Phases 1 through 3 of the Project and prior to Phase 4, and shall be applied to the Parking Study to Due prior to Phase 4
construction.
Not yet due.
7 Section Obligation Timing Status
determine the ultimate number of parking spaces for the ARTIC Garage….”
7.3.3 Event Traffic Management Plan - "In connection with City approval of the Phase I Final Site Plans and any subsequent Final Site Plans, Owner shall submit for City approval, an Event Traffic Management Plan."
Due prior to Final Site
Plan approval for each
phase.
Completed.
An Event Traffic
Management Plan was
approved as part of Master
Site Plan, which included
Final Site Plans for Phase 1.
7.3.3 Covenant for Traffic Control (Recorded) - "Prior to issuance of the first building permit for the Project, the Owner shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Owner, its assignees and transferees to provide traffic control on all private streets on the Property."
Due prior to issuance
of first building permit.
In progress.
Owner has submitted a draft
Declaration of Covenants for
Traffic Control and
Reimbursement for City
review.
7.3.3 Police Reimbursement Covenant (Recorded) - "No later than the first final building and zoning inspection for the Project, Owner shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Owner, its assignees or transferees to reimbursement the City for hourly rates (fully burdened) for costs associated with the use of Policy Department employees that may be needed on-site before, during or after an event for traffic control on or related to public streets, City-Owner shared intersections and/or Developer operated intersections."
Due prior to first final
building and zoning
inspection.
In progress.
Draft Declaration of
Covenants for Traffic
Control and Reimbursement
has been provided to the City
for review and comment.
8 Section Obligation Timing Status
7.3.3 Owner's agreement with the City - "No later than the first final building and zoning inspection for the Project, Owner shall also enter into an agreement with City, in a form substantially in the form of Exhibit "K-2", wherein Owner shall be responsible to fund a proportionate share of ongoing operation and maintenance costs for shared (i.e. serve both the Project and the City) City-owned intersections that the City operates and that are adjacent to and serve the Project." Due prior to first Final
Building and Zoning
Inspection.
In progress.
Draft Cooperation and
Contribution Agreement for
Operation and Maintenance
of Shared City-owned
Intersection has been
provided to the City for
review.
7.4 ARTIC Garage - "Owner shall prepare, submit to the City and obtain approval of the Final Site Plan that includes the ARTIC Garage or Expanded ARTIC garage and obtain a building permit for the ARTIC Garage or Expanding Artic Garage, as applicable, no later than eighteen (18) months prior to commencement of construction of any non- residential building in Phase 4."
Due 18 months prior to
Phase 4 non-residential
construction.
Not yet due.
7.4 ARTIC Garage - "If the ARTIC Garage is required for any phase earlier than Phase 4, it shall be completed and operational prior to issuance of the first final building and zoning inspection for any nonresidential building in that phase."
Due prior to final
building and zoning
inspection for Phases 1-
3. Not yet due.
7.4 ARTIC Garage - The ARTIC Garage shall be completed and operational no later than the first final building and zoning inspection for any non-residential building in Phase 4.
Due prior to Final
Building and Zoning
Inspection for Phase 4 -
not yet due.
Not yet due.
7.6 Written Verification of Sufficient Water Supply - Any and all tentative subdivision maps approved for the Project shall comply with Government Code Section 66473.7, if, and to the extent, required by Government Code Section 65867.5(c).
Due for each tentative
map.
Completed.
Water Supply Verification
was prepared on August 15,
9 Section Obligation Timing Status
2022 and approved as part of
Addendum No. 11.
7.7 Minor Land Exchanges - "The Minor Land Exchanges shall be completed within 120 days from the second reading and adoption of the Ordinance No. 6539 approving this Development Agreement with the exception that the Amphitheatre Parcel will be conveyed by the City to the Owner not later than June 30, 2025. Exhibit I conceptually depicts the Minor Land Exchanges."
Due 120 days from
execution.
Completed.
An Operating Memorandum
was executed on April 3,
2024 to effectuate Phase 1
minor land exchanges via the
following grant deeds:
Grant Deed from FCD, LLC
to the City of Anaheim,
recorded on April 17, 2024
as Document No.
2024000095924 in the
Official Records of Orange
County.
Grant Deed from TS
Anaheim, LLC to the City of
Anaheim, recorded on April
17, 2024 as Document No.
2024000095923 in the
Official Records of Orange
County.
Grant Deed from the City of
Anaheim to TS Anaheim,
LLC, recorded on April 17,
2024 as Document No.
2024000096325 in the
10 Section Obligation Timing Status
Official Records of Orange
County.
7.7 Minor Land Exchanges. Concerning the conveyance of a portion of the Honda Center apron, referenced in this Section 7.7, Owner agrees to convey easements to City in order for City to access land beneath the surface, occupied by a portion of the basement of the Honda Center and necessary for City to access the exterior of the Honda Center for repair and maintenance activities.
Due 120 days from
execution, or as
adjusted over time.
Completed.
Grant Deed from TS
Anaheim, LLC to the City of
Anaheim, recorded on April
17, 2024 as Document No.
2024000095923 in the
Official Records of Orange
County.
7.8 Dedications/Abandonments Related to River Road, Katella Avenue and Douglass Road - "(1) City agrees and shall process for abandonment a portion of Douglass Road (as shown on Exhibit "W"); such vacation shall occur no earlier than OCTA approval of an amendment to the OCTA Master Plan of Arterial Highways ("MPAH") allowing for abandonment of the portion of Douglass Road between Katella Avenue and Cerritos Road shown on Exhibit ("W"); and (2) Owner agrees and shall irrevocably offer for dedication to the City a portion of River Road and Katella Avenue (as shown on Exhibit "W"); such dedication shall occur no earlier than approval of the MPAH amendment allowing for the addition of River Road. . . . The process to abandon/dedicate the portions of the roads contemplated above shall be completed within thirty (30) days or as soon as reasonably possible thereafter of traffic being rerouted on River Road (between Katella Avenue and Stanley Cup Way, and Douglass Road north of Stanley Cup Way. . . "OCTA approval must be obtained prior to the abandonment of Douglass Road and dedication of River Road. Prior to any temporary closure of the portion of Douglass Road shown in Exhibit "W" as part of construction of Phase I of the Project, Owner shall construct and provide After MPAH
amendment allowing
for abandonment of the
portion of Douglass
Road between Katella
Avenue and Cerritos
Road and allowing for
the addition of River
Road and 30 days after
traffic being rerouted
on River Road
(between Katella
Avenue and Stanley
Cup Way, and
Douglass Road north of
Stanley Cup Way.
In progress.
OCTA MPAH amendment
has been approved.
River Road, Katella and
Douglass are under
construction, as noted in
Section I.
11 Section Obligation Timing Status
temporary public vehicular access to River Road between Katella Avenue and Cerritos Avenue or other interim alternate routes from River Road to Stanley Cup Way to Douglass Road acceptable to the City." "Owner and City will cooperate and Owner shall, at its expense, prepare any exhibits or documents necessary to request and/or receive OCTA approval of an amendment to the MPAH to reflect the removal of the portion of Douglass Road and the addition of River Road. OCTA approval must be obtained prior to the abandonment of Douglass Road and dedication of River Road."
7.8 Utilities and Access Easement. A public utilities and access easement in favor of the City shall be reserved for all existing public City-owned utilities as shown on Exhibit “W” that are located in the portion of Douglass Road that is proposed for abandonment by City.
The process to
abandon/dedicate the
portions of the roads
contemplated above
shall be completed
within thirty (30) days
or as soon as
reasonably possible
thereafter of traffic
being rerouted on River
Road (between Katella
Avenue and Stanley
Cup Way, and
Douglass Road north of
Stanley Cup Way).
Not yet due.
7.8 Gas Tax. In recognition of Owner’s dedication of the portion of River Road and Katella Avenue shown in Exhibit “W”, City shall not require compensation for its abandonment of the portion of Douglass Road.
However, to the extent that the abandonments/dedications contemplated in this Section 7 .8 result in the City losing eligibility for gas tax funding provided for projects consistent with the MPAH, Owner shall pay City Annual, if the City
loses eligibility for gas
tax funding provided
for projects consistent
with the MPAH.
Not yet due.
Douglass abandonment has
not yet occurred so this
12 Section Obligation Timing Status
for such lost gas tax revenue annually for the duration of the Development Agreement up to maximum amount of $10,000 per year. potential obligation is not yet
due.
7.8 Temporary Vehicular Access to River Road – “Prior to any temporary closure of the portion of Douglass Road shown in Exhibit “W” as part of construction of Phase I of the Project, Owner shall construct and provide temporary public vehicular access to River Road between Katella Avenue and Cerritos Avenue or other interim alternate routes from River Road to Stanley Cup Way to Douglass Road acceptable to the City. The temporary public vehicular access easement shall be in form that is subject to approval by the City Attorney.”
Due prior to Phase 1
construction.
Completed.
Construction is in progress
for River Road, Stanley Cup
Way and Douglass (north of
Stanley Cup Way), but
Douglass Road will not be
closed until connection is
constructed.
7.9 Encroachment License - "City grants to Owner, upon approval of the Public Works Director, an Encroachment License providing air space and access rights to Owner for the bridge structures that the Owner will construct over public streets associated with the Project, including the bridges over Katella Avenue and Douglass Road, as depicted on Exhibits "I-1". Owner shall grant to City public access rights, in perpetuity, for use of any stairway or other form of access to bridge structures."
Bridges over Katella
and Douglass to be
provided in later
phases.
Not yet due.
7.10 Potential Development of Lot B - "Subject to compliance with California and Federal law, Owner and City agree to negotiate in good faith an option for Owner to either buy or ground lease from City Lot B, as shown in Exhibit "A-1 ", to develop Lot B, with a maximum of 170,000 square feet of institutional use ("Lot B Building") under the following terms: (i) Owner shall make available for perpetual use by the public the ARTIC Garage which shall include at Owner's sole cost additional (beyond the Minimum Required Parking) necessary General obligation. Not yet due.
13 Section Obligation Timing Status
employee, guest and ADA accessible spaces in a minimum amount of 510 spaces assuming the building is greater than three stories in height (with spaces available for multiday parking similar to what is currently allowed on Lot B) to ensure there is adequate parking for the Lot B Building and Owner shall remain in compliance with the requirements of Section 7.3; (ii) City and Owner shall each have the right, in its sole discretion, to approve or deny any terms within the option or lease agreement and (iii) Owner shall be responsible at its sole cost to obtain City approval of a conditional use permit for the building, design and construct the improvements required for the Lot B Building." 10 Public Improvements and Services – "Owner shall undertake the construction and installation of all forms of public improvements required to support the Project including smart infrastructure, public and private streets, sewer, storm drain, and water system improvements and to enhance area-wide traffic circulation and emergency police and fire protection service within the time periods as set forth... in this Development Agreement, the Development Approvals including the Conditions of Approval and the Project Traffic Study and in conformance with the Existing Land Use Regulations."
General obligation. In progress.
10 Public Improvements and Services - "Owner shall be responsible for (i) the preparation of all design, engineering and construction plans for submission to City and Cal trans; (ii) obtaining any permits from Cal trans or any other regulatory agency and (iii) constructing such improvements and paying all costs. Owner shall reimburse City for its actual costs, including consultant and legal fees, for City actions to coordinate on the design and construction of public improvements." General obligation. Not yet due.
10 Public Improvements and Services - "Owner shall be responsible for and use good faith efforts to acquire any right(s)-of-way necessary to construct the public facility improvements required by, or otherwise General obligation. Not yet due.
14 Section Obligation Timing Status
necessary to comply with the conditions of, this Development Agreement or any Development Approvals. Such good faith efforts shall include: (1) obtaining an independent appraisal of the value of the necessary right-of-way, (2) making an offer to purchase the necessary property interests, (3) and engaging in commercially reasonable efforts to acquire the property."
No right-of-way acquisitions
currently needed.
10.1 Construction Access Plan - "Owner shall prepare, for each Subsequent Phase, an interim construction parking and access plan ("Construction Access Plan") with the submittal of the Final Site Plan in that phase." Due prior to Final Site
Plan approval for each
phase and any building
permit in phases 2-5.
Not yet due.
10.2 Utilities (Water, Electrical, Gas, Sewer, Drainage and Telecommunications) - "Owner shall construct the public improvements necessary for the provision of requisite water, electrical, gas, telecommunications, sewer and drainage requirements for Project as more fully set forth in the Development Approvals. Owner shall construct and relocate utilities as may be required to provide services to the Permitted Development on the Property or that are displaced by the construction of the Permitted Development."
General obligation. In progress.
10.3 Water Service - "Owner will provide engineering studies to size the water mains for ultimate development within the Project. Said engineering studies will be conducted as required by the Development Approvals. . . Alternatively, at Owner's election, the water system may be constructed incrementally, provided that said incremental phasing is adequate to provide municipal demands and fire flow protection for the proposed development phasing. Owner will conform with Rule lSD of the Water Utility's Rates, Rules and Regulations which provides for, in part, a fee based on GFA and the advancement of additional funds to construct the upgraded water facilities."
General obligation. In progress.
15 Section Obligation Timing Status
10.4 Sanitary Sewer and Storm Drains - Prior to final building and zoning inspections for the first building within the Permitted Development, Owner will construct all sanitary sewers and storm drains and appurtenant structures (including treatment control BMPs as required by WQMP serving areas being approved for occupancy) to serve the ultimate development of the Property as provided by area wide engineering studies to be conducted as required by the Development Approvals."
Due prior to first final
building and zoning
inspections.
In progress.
10.5 Utility Easements - "Owner shall prepare and convey to City public utilities easements, in a form acceptable to the City Attorney's office, for any water, electrical, gas, sewer, storm drain, drainage or telecommunications facilities constructed in private streets, including those that may be constructed in Douglass Road after the vacation contemplated in Section 7.8."
Due prior to Final Map.
Completed.
Final Tract Map No. 19153
includes public utility
easements.
Separate easement related to
Phase 1 have been completed
for water, electrical, gas, etc.
as needed.
10.8 Public and Fire Access Easements - "In addition to the public access easements related to public use of Wellness Park, Owner shall prepare and convey to City public access easements for public use, in perpetuity, of private streets within the Project, the plazas and gardens within the Project, access to the bridges that cross Katella Avenue and Douglass Road, access to the public restrooms at the Amphitheater, and fire access to the Amphitheater and Meadow Park in a form acceptable to the City, Attorney's office. Owner shall submit the draft easements for City review prior to approval of the final map and shall submit the final fully executed easements to City prior to recordation of the final map." Due prior to final map.
Final Tract Map No. 19153
includes necessary public
and fire access easements.
Reciprocal Blanket Access
Easement Agreement is
completed and expected to
be recorded imminently.
16 Section Obligation Timing Status
10.9 Prevailing Wage. “To the full extent required by applicable federal and state law, Owner and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto ("Prevailing Wage Laws"), and shall be responsible for carrying out the requirements of such provisions.
This requirement is applicable to: (1) design and construction of Meadow Park as required in Section 11.1, (2) design and construction of utilities within the public right of way as required in Section 10.2, (3) design and construction of traffic circulation improvements within the public right of way as set forth in Section 10.7, (4) design and construction of Parking Areas as set forth in Section 7.3, (5) design and construction of any additional public improvements constructed that are in whole or part paid for with public funds including the ARTIC Garage, and (6) design and construction of any public improvements constructed with CFD funding as required in Sections 14.5 and 14.6.” General obligation. In progress.
Prevailing wages are
currently being paid and
contracted for public works
projects.
10.11 Construction of Public Improvements - "Public improvements and facilities that are required to be constructed as part of this Development Agreement and the Development Approvals shall be designed and constructed in keeping with the then-current (i.e. at the time of actual design and construction of the public improvements) Platinum Triangle Acquisition and Funding Agreement, if, and as applicable, the acquisition and funding agreement for the New CFD, if, and as applicable, City-wide standards and requirements of the City agency which shall accept their dedication. connection with all of the public improvements and facilities, Owner shall not permit any contractor it hires to start work unless and until it is duly licensed in California and qualified to complete the work (the "Contractor") and Owner will require any direct contractors to flow down this requirement to their subcontractors…"[Additional obligations regarding Owner’s General obligation. In progress.
Construction documents are
designed, permitted and
constructed in alignment
with current City/Public
Works standards. AREP has
reported milestone progress
to the City’s public bid
liaison throughout bidding
and construction.
17 Section Obligation Timing Status
Construction Contracts, use of CFD funds and compliance with procurement laws.]
10.12 Maintenance of Public and Private Infrastructure Improvements - "Except for the public infrastructure set forth on Exhibits "H" and "J," Owner is obligated to maintain, repair and replace the public and private infrastructure improvements. . . Owner shall conduct maintenance inspection of the improvements at least once a year and shall retain proof of such inspection and make such inspection reports available to the City within thirty (30) days upon request."
General obligation once
improvements are
completed.
Not yet due.
11.1 Public Parks - "Owner shall, no later than the first final building and zoning inspection of occupancy in Phase 3, record a public use easement to authorize perpetual public use of Wellness Park and public access to five parking spaces adjacent to the Wellness Park, in a form acceptable to the City Attorney's office, over the Wellness Park, and Owner shall not receive any parkland dedication credits."
Due prior to final
building and zoning
inspection for Phase 3.
Not yet due.
11. 1 Public Parks - Because the Property is located within the Platinum Triangle Mixed Use Overlay Zone, and greater than eight (8) acres with residential development totaling approximately 1,500 dwelling units, Owner is required to provide and construct an on-site park of a minimum size of 44 square feet for each residential unit, or 66,000 square feet of parkland. In addition, Owner must pay park in lieu fees pursuant to Anaheim Municipal Code Section 18.20.110…. Owner shall pay the required park impact fees, in an amount currently estimated at twelve million one hundred seventy one thousand fifteen dollars ($12,171,015), subject to escalation, as specified below in Section 14.1 of this Development Agreement, to City."
Due prior to issuance
of a building permit for
any residential
dwelling unit.
Not yet due.
18 Section Obligation Timing Status
11. 1 Public Parks – “Owner shall construct, own (subject to the public use easement described hereinabove), manage and maintain Wellness Park in perpetuity.”
General obligation. Not yet due.
11.2 Design and Construction Timeline for Wellness Park - "Owner shall provide the design and engineering plans for the Wellness Park with submission of the Final Site Plan for the final phase of residential development in Phase 4."
Due prior to Final Site
Plan approval for Phase
4. Not yet due.
11.2 Design and Construction Timeline for Wellness Park - "Owner shall commence construction of Wellness Park concurrently with issuance of the first building permit for the first residential unit in the final phase of residential development of Phase 4."
Due prior to issuance
of first building permit
for first residential unit
in Phase 4.
Not yet due.
11.2 Design and Construction Timeline for Wellness Park - "Owner shall complete the Wellness Park not later than the first final building and zoning inspection for the first residential unit in the final phase of residential development of Phase 4."
Due prior to first final
building and zoning
inspection first
residential unit in Phase
4. Not yet due.
11.3 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall construct and thereafter maintain, during the Private Maintenance period, Meadow Park, the modified ARTIC drop-off area and the Amphitheater in accordance with the provisions of this Development Agreement." Due with Meadow
Park, the modified
ARTIC drop-off area
and Amphitheater
construction.
Not yet due.
11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall commence design and engineering and initiate coordination meetings with the City staff for Meadow Park, modified ARTIC drop-off and Katella Bridge no Prior to first final
building and zoning
inspection for a non-
parking building in
Phase 1.
Concept plan for ARTIC
drop off and Bus Turnaround
provided to the City for
review.
19 Section Obligation Timing Status
later than first final building and zoning inspection for a non-parking building in Phase 1."
11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "The Owner shall submit design and engineering plans for the Meadow Park and the Katella Bridge with Final Site Plan submission for Phase 2."
Final Site Plan
submittal for Phase 2.
Not yet due.
11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall include 15 surface-level parking spaces for Meadow Park adjacent to Meadow Park, which shall remain in use until the ARTIC Garage is operational." Due with Meadow Park
construction.
Not yet due.
11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall commence construction of Meadow Park and Katella Bridge no later than the first final building and zoning inspection for the first phase of residential units in Phase 2."
Prior to first final
building and zoning
inspection for first
residential unit in Phase
2. Not yet due.
11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall complete Meadow Park and the Katella Bridge no later than the first final building and zoning inspection for the second phase of residential units in Phase
3."
Prior to first final
building and zoning
inspection for first
residential unit in Phase
3. Not yet due.
11.3.2 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "City and Owner agree to collaborate in the preparation of a final design, engineering and construction plans for Meadow Park facilities to identify complementary space within or adjacent to Meadow Park for future improvements to the Santa Ana River for recreation purposes."
Due prior to final
design, engineering and
construction plans for
Meadow Park.
Not yet due.
20 Section Obligation Timing Status
11.3.2 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Concurrent with the design of Meadow Park and prior to the submission of a Final Site Plan for Phase 4, Owner shall consult with City regarding the design of the Amphitheater to ensure that it is compatible with the design of Meadow Park."
Concurrent with the
design of Meadow Park
and prior to the
submission of a Final
Site Plan for Phase 4.
Not yet due.
11.3.3 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Upon completion of the ARTIC Garage, 15 spaces of the ARTIC Garage shall be available for Meadow Park users. These spaces shall (1) be available at no charge; (2) include signage indicating that the spaces are for Meadow Park users; and (3) be ADA-compliant and be located on the ground floor of the ARTIC Garage."
At completion of the
ARTIC garage.
Not yet due.
11.3.5 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Upon completion of construction, during the Private Maintenance period Owner shall maintain Meadow Park and the landscaped area adjacent to the Santa Ana River Bike Trail between River Road and the Santa Ana River ("Bike Trail Landscape") at Owner's sole expense in accordance with the maintenance standards and maintenance covenant set forth in Exhibit "K-1 including but not limited to: maintenance, repair and replacement (prior to the end of useful life) of lighting, signage, amenities, landscaping (including fertilizing, mowing, trimming, weed removal), subsurface and above-ground irrigation facilities, fencing, artificial turf, architectural elements of the park, and any and all other improvements or features; regular removal of debris; waste and graffiti abatement; and restoration of any and all landscaping, hardscape, concrete pavers, trees, and other park improvements or features that may become damaged during any excavations, repair or replacement of public facilities or utilities. Owner shall, at its sole cost and expense, perform or cause to be Due at completion of
Meadow Park and Bike
Trail Landscape.
Not yet due.
21 Section Obligation Timing Status
performed all work required herein in conformance with approved final as-built plans and with Exhibit "K-1", and in accordance with all applicable federal, state and local laws and standards including the Anaheim Municipal Code and any right of way construction or encroachment permits required by City. All improvements shall be kept in clean, good, safe, working, and workmanlike condition as detailed in Exhibit "K-1." Owner's maintenance of Meadow Park and the Bike Trail Landscape area shall comply with the maintenance requirement set forth in this Section 11.3.5 and the Meadow Park Joint Use, Operations and Maintenance Plan including replacement and repair of equipment and fixtures."
11.4 Spring Up Maintenance District - "Prior to Owner's conveyance of any portion of the Property other than Lot B to an entity unrelated to Owner, Owner shall prepare all documents for, vote in favor of and take any actions necessary to create a Spring-Up Maintenance District to fund and provide maintenance of Wellness Park as required herein in perpetuity, Meadow Park and Bike Trail Landscape area during the period of Private Maintenance, in accordance with the maintenance standards in this Development Agreement including Exhibit Kand Exhibit K-1." Due prior to any
conveyance (other than
Lot B to City).
Not due.
11.5 Meadow Park and Amphitheater Joint Use, Operation and Maintenance Plan - "[N]notwithstanding Owner's obligation to maintain and operate Meadow Park as set forth herein, City and Owner shall negotiate in good faith to prepare and execute, prior to first Final Site Plan for any development within Phase 2, a Meadow Park Joint Use, Operation and Maintenance Plan that addresses all issues set forth in Exhibit "M attached hereto including scheduling of events and usage of Meadow Park consistent with the terms set forth in Sections 11.6, 11. 7, and 11.8, criteria and procedures for identifying when the Maximum Prior to first Final Site
Plan in Phase 2.
Not yet due.
22 Section Obligation Timing Status
Event Perimeter will be utilized, and the sale of alcoholic beverages within Meadow Park."
13 Dedications and Exactions - "Prior to issuance of the first building permit for the Project or recordation of the first Final Map for the Project, Owner shall irrevocably offer for dedication within each Phase of the Project, the rights-of-way, including the public connector streets, collector streets, public use easements for perpetual public park use or access (including use of the plazas and bridges) or private roadway access, public utility easements, parking easements and other dedications as more fully set forth in the Master and Final Site Plans for the uses set forth in the Master and Final Site Plans."
Due prior to issuance
of building permit for
Phase 1.
Completed.
Final Tract Map No. 19153
includes necessary offers of
dedication and easements.
Offer of dedication for River
Road Leg 3 – RCP2023-
21332 via Easement Deed
from North Basin Land LLC
on April 8, 2024
Offer of dedication for
property adjacent to Phoenix
Club Drive via Easement
Deed from Firebird Real
Estate, LLC to City on April
8, 2024.
14.4 Platinum Triangle Infrastructure Assessment District - "Prior to the date a building or grading permit is issued relating to implementation of the Master or Final Site Plans, or within a period of ninety (90) days from the date of execution of this Development Agreement, whichever occurs first, Owner shall execute and record an unsubordinated covenant in a form approved by the City Attorney's Office wherein Owner agrees not to contest the formation of any assessment district(s) which may be fanned to finance Platinum Triangle infrastructure, which district(s) could include the Property."
Prior to
building/grading permit
issuance or 90 days
after DA execution.
In progress.
The Covenant Not to Contest
Assessment District(s) For
Platinum Triangle Mixed-
Use Overlay Zone has been
completed and is expected to
be recorded imminently.
23 Section Obligation Timing Status
15 Covenants, Conditions and Restrictions. If Owner conveys a portion of the Property to an unrelated party, Owner agrees to record unsubordinated covenants, conditions and restrictions (CC&Rs) applicable to the Property in a form and content satisfactory to the Planning and Building Director, City Engineer and the City Attorney incorporating the requirements and obligations set forth in this Development Agreement including Exhibit "K-1".
Upon conveyance of
any portion of property
to unrelated party.
Not yet due.
17 Timing of Development - "Timing of Development shall be as set forth in the Master and Final Site Plans. Subject to the provisions of Section 7 .2 of this Development Agreement, Owner agrees to use commercially reasonable efforts to apply for and obtain all required permits, to apply for and obtain financing for construction of the Project, and upon approval of financing for the Project or each phase thereof to commence and complete construction of the Project or phase thereof during the time period set forth in the Master Plan. In the event Owner is not able to complete construction of the Project within the time frame set forth in the Master Plan, Owner agrees to complete Phase 1 within five (5) years of the Development Agreement Date, complete Phase 2 within ten (10) years of the Development Agreement Date, Phase 3 within fifteen (15) years of the Development Agreement Date, and complete Phases 4 and 5 prior to expiration of this Development Agreement. For purposes of this Development Agreement, a completion of a phase means, at a minimum, that temporary certificates of occupancy have been issued for 90% of the square footage or number of dwelling units specified in the applicable Final Site Plan[s], subject to Owner's abandonment of a portion of a Final Site Plan, as specified below in this Section 17." The Development
Agreement Date is July
27, 2023 (recordation
date).
Deadlines:
Phase 1: 7/27/2028
Phase 2: 7/27/2033
Phase 3: 7/27/2038
Phase 4: 7/27/2043
Phase 5: 7/27/2043
In progress.
As discussed in Section I,
Owner has made significant
progress towards
construction of Phase 1 and
is on track to remain in
compliance with this timing
obligation.
22.e.i Affordable Housing in Phase 2 - "City and Owner agree to negotiate in good faith on a Housing Incentives Agreement for Phase 2 to provide for the development of 35 Moderate Income residential units onsite, as defined in Chapter 18.52 of the Zoning Code and the California Health Prior to approval of a
Final Site Plan for
Not yet due.
24 Section Obligation Timing Status
and Safety Code, as further identified in the Housing Incentives Memorandum Application (Exhibit R). The Housing Incentives Agreement for Phase 2 shall be completed prior to the approval of the first Final Site Plan for residential units in Phase 2." residential units in
Phase 2.
22.e.ii Affordable Housing in Phase 3 - "City and Owner agree to negotiate in good faith on a Housing Incentives Agreement for Phase 3 to provide for the development of a total of 160 affordable residential units, including 65 Very Low Income, 65 Low Income, and 30 Moderate Income units on the Property, as defined in Chapter 18.52 of the Zoning Code and the California Health and Safety Code, and as further identified in the Housing Incentives Memorandum (Exhibit R). The Housing Incentives Agreement for Phase 3 shall be completed prior to the approval of the first Final Site Plan for residential units in Phase 3." Prior to approval of a
Final Site Plan for
residential units in
Phase 3.
Not yet due.
22.f Benefits to City - "Owner shall pay to City the Development Impact Fees and the Offsite Park Contribution Fee, in an amount of five million dollars ($5,000,000) prior to the issuance of the first certificate of occupancy for the Project."
Prior to issuance of the
first certificate of
occupancy for the
Project.
Not yet due.
27.2 Owner's Submission - "Each year, not less than forty-five (45) days nor more than sixty (60) days prior to the anniversary of the Development Agreement Date, Owner shall submit evidence to the City Council of its good faith compliance with the terms and conditions of this Development Agreement."
The annual window for
submittal of evidence
to the City Council is
May 28-June 12.
Completed for 2023-2024
review period.
Letter submitted on June 10,
2024.