RESOLUTION NO. 2026-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA APPROVING OPERATING MEMORANDUM N O. 3 FOR
THE OCVIBE MIXED -USE PROJECT AMENDED AND RESTATED
DEVELOPMENT AGREEMENT NO. 2020 -00004 BETWEEN THE CITY
OF ANAHEIM, ANAHEIM REAL ESTATE PARTNERS, LLC, TS
ANAHEIM, LLC, AND FCD, LLC, MEMORIALIZING CLARIFICATIONS
RELATED TO DECK A, LOT B, SOUTH PLAZA, AND FIRST
RESIDENTIAL PHASE (COLLECTIVELY PROJECT PHASE 2) FINAL
SITE PLANS.
WHEREAS, the City of Anaheim (“Anaheim” or the “City”), Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC (“Owner”) (collectively referred to as “Parties”) entered into Development Agreement No. 2020-00004 dated October 4, 2022 and recorded as Orange County Document No. 2023000180674 on July 27, 2023, as amended and restated in its entirety by that certain Amended and Restated Development Agreement No. 2020- 00004 dated as of December 23, 2024 and recorded as Document No. 2024000332377 (collectively, the “Development Agreement”); and
WHEREAS, Section 20.6 of the Development Agreement authorizes the use of an Operating Memorandum to memorialize clarifications and modifications to the Development Agreement that do not increase the density or intensity of the project; do not generate new significant environmental impacts under the California Environmental Quality Act (“CEQA”); do not change permitted uses unless they are consistent with existing land use regulations; do not increase the maximum building sizes unless they are consistent with existing land use regulations and do not increase the total amount of approved development; or do not reduce improvement and construction standards; and
WHEREAS, Section 20.6 further authorizes the City Manager to approve an Operating Memorandum or refer it to the City Council for approval; and WHEREAS, after approval by the City Manager, the City and Owner entered into the First Operating Memorandum on April 3, 2024 related to a modification of an exhibit to clarify the sequence of land exchanges which such amendment was incorporated into the Development Agreement as part of the Amended and Restated Development Agreement; and WHEREAS, after approval by the City Manager, the City and Owner entered into the Second Operating Memorandum on March 17, 2025 related to the City’s conveyance of utility easements for gas and telecommunications facilities constructed on or relocated to City Property to facilitate infrastructure improvements included in the Project approvals; and WHEREAS, the City approved Owner’s Final Site Plans for Parking Deck A (“DEV2024-00077”) and the South Plaza (“DEV2025-00013”) on December 23, 2025 and the first residential phase, Phase 2 of the Project (“DEV2025-00019”) on February 5, 2026 that warrant minor clarifications to the Development Agreement; and WHEREAS, the City and Owner desire to update Exhibit I, Minor Lot Exchanges to reflect the current status and plans for minor lot exchange; and WHEREAS, the City and Owner further desire to amend Section 7.7 of the Development Agreement related to the conveyance of Lot A from Owner to the City and Lot B from City to Owner subject to a reversionary right in favor of the City for Lot B; and WHEREAS, the City Council, by separate resolution, has declared that the Minor Lot Exchanges contemplated by Operating Memorandum No. 3 and the updated Exhibit I constitute “exempt” surplus lands under California Government Code Section 54221(f)(1)(C) and the City has determined that the City Property (defined in the separate Surplus Lands Act resolution) is exempt surplus land because it will be exchanged for equivalent property necessary for the City’s use for the reasons set forth in the separate resolution; and
WHEREAS, these minor changes are consistent with Section 20.6 of the Development Agreement and are memorialized in Operating Memorandum No. 3; and WHEREAS, the City Manager has referred the Operating Memorandum No. 3 to the City Council for consideration of approval; and
NOW, BE IT RESOLVED THEREFORE, THE CITY COUNCIL OF THE
CITY OF ANAHEIM, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. The foregoing recitals are true and correct.
SECTION 2. The City Council hereby approves Operating Memorandum No. 3, attached hereto as Exhibit A.
SECTION 3. The City Council hereby authorizes the Interim City Manager to sign Operating Memorandum No. 3 on behalf of the City.
THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this _______________day of _________________, 2026, by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
CITY OF ANAHEIM
BY _________________________________
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
______________________________________
CITY CLERK OF THE CITY OF ANAHEIM
Exhibit A
Operating Memorandum No. 3
CITY 081726
OPERATING MEMORANDUM NO. 3 RELATED TO
CLARIFICATIONS RELATED TO DECK A, SOUTH PLAZA, AND FIRST RESIDENTIAL PHASE (COLLECTIVELY PROJECT PHASE 2) FINAL SITE PLANS
AND LOT B
PER DEVELOPMENT AGREEMENT NO. 2020-00004
BETWEEN THE CITY OF ANAHEIM AND
ANAHEIM REAL ESTATE PARTNERS, LLC, TS ANAHEIM, LLC AND FCD, LLC
This Operating Memorandum entered into this _________ day of August, 2026 (“Operating Memorandum”) is made by and between the City of Anaheim (“City”) and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC and FCD, LLC (“Owner”) collectively referred to herein as “Parties” and individually as “Party.”
RECITALS
WHEREAS the Parties entered into Development Agreement No. 2020-00004 dated October 4, 2022 and recorded as Orange County Document No. 2023000180674 on July 27, 2023, as amended and restated in its entirety by that certain Amended and Restated Development Agreement No. 2020-00004 dated as of December 23, 2024 and recorded as Document No. 2024000332377 (collectively, the “Development Agreement”); and WHEREAS Section 20.6 of the Development Agreement authorizes the use of an Operating Memoranda, approved by the City Manager, to memorialize clarifications and modifications to the Development Agreement that: “(i) does not increase the density or intensity of the Project or such increases do not generate new significant environmental impacts under CEQA; (ii) does not change the permitted uses of the Project, unless such uses are consistent with the Existing Land Use Regulations; (iii) does not increase the maximum size of buildings of the Project unless these increases are consistent with the Existing Land Use Regulations and do not increase the total amount of development approved in the Master Plan; or (iv) does not reduce improvement and construction standards for the Project”; and
WHEREAS the Owner has recently received approval for Final Site Plans for Parking Deck A (DEV2024-00077), the South Plaza (DEV2025-00013) and the first residential phase, Phase 2 of the Project (DEV 2025-00019) that warrant minor clarifications to the Development Agreement; and
WHEREAS, unless otherwise stated, additions are shown in bold underline and deletions are shown in bold strike-through; and
NOW THEREFORE, City and Owner agree as follows:
1. Amendment to Section 1.10. Section 1.10 of the Development Agreement is hereby amended as follows to reflect the updated punctuation of the OCVIBE project name:
1.10 Arena Signs. "Arena Signs" means signs located north of Katella Avenue and east of State Route 57 which generate Arena Sign Revenue, as depicted in Exhibit 2 "D". Any spectacular digital Arena Sign shall include the static banner "ocV!BE OCVIBE". Any spectacular digital Arena 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 OCVIBE static banner, and shall be situated below the ocV!BE OCVIBE banner, with both banners visible to State Route 57 for signs that are viewable from State Route 57. Developer may modify the static banner branding name " ocV!BE OCVIBE" to another branding name during the term of the Agreement provided that the size of the letters are and characters of the new branding name remain the same size as the ocV!BE OCVIBE static banner and the Anaheim static banner is not modified in a manner inconsistent with this section.
2. Amendment to Section 1.18. Section 1.18 of the Development Agreement is hereby amended as follows to reflect the updated punctuation of the OCVIBE project name:
Section 1.18. ARTIC Signs. "ARTIC Signs" means signs located south of Katella Avenue which generate ARTIC Sign Revenue, as depicted in Exhibit "E". Any spectacular digital ARTIC Sign shall include the static banner " ocV!BE OCVIBE ".
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 OCVIBE static banner, and shall be situated below the ocV!BE OCVIBE banner, with both banners visible to State Route 57 for signs that are viewable from State Route 57. Developer may modify the static banner branding name " ocV!BE OCVIBE" to another branding name during the term of the Agreement provided that the size of the letters and characters of the new branding name remain the same size as the ocV!BE OCVIBE static banner and the Anaheim static banner is not modified in a manner inconsistent with this section.
3. Amendment to Section 1.63. Section 1.63. of the Development Agreement is hereby amended as follows to reflect the increased parking supply, eliminating the need for a Parking Utilization Study:
1.63. Parking Utilization Study. “Parking Utilization Study” means a study prepared to determine whether the number of provided parking spaces for the Project may be reduced, as specified in Section 7.3.2 of this Development Agreement. Reserved.
4. Amendment to Section 7.3. Section 7.3 of the Development Agreement is hereby amended as follows to reflect the increased parking supply, eliminating the need for a Parking Utilization Study:
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. Owner shall provide a minimum total of 9,000 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 3 within the Arena District portion of the Project. On the Employee Parking Lot property owned by City and ground leased 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"). Owner shall be allowed to use the Bike Trail Easement for employee parking, unless and until (i) City provides written evidence to Owner that a bike trail will be able to connect to an existing bike trail to the west, and (ii) City determines to construct this bike trail. City shall provide written notice to Owner twelve (12) months in advance of such construction of the bike trail, and Owner shall be required to find offsite replacement parking for the area impacted by the Bike Trail Easement, estimated to be 100 spaces. If Owner acquires the Employee Parking Lot property, the parties agree that the Bike Trail Easement shall be recorded against the Employee Lot Property. 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 in Lot C ("Off-Site Stadium Transit Parking") for a total of 1106 spaces, but up to a maximum of 17552,245 spaces (1,35840 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. Until such time that Owner conveys Parking Deck A to City pursuant to Section 7.7, Owner shall be obligated to provide a minimum of 1,082 ARTIC parking spaces south of Katella Avenue, inclusive of 405 spaces in Lot C.
The City recognizes upon commencement of construction of the Meadow Park and before the opening of the ARTIC Garage ("Interim Parking Condition"), 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. City acknowledges and agrees that the Parking Areas, and the number of parking spaces provided in the Parking Areas, both on- and off-site, satisfies the current parking obligations specified in the Honda Center FMA Amendment, the ARTIC CUP in relation to parking exclusively south of East Katella Avenue, and the Shared Use Parking Study. The Parties agree that the Project will not include more parking than required by the City's Municipal Code. Prior to commencement of operation of Parking Deck A, the Owner and the City will prepare and enter into an operating agreement and an amendment to the ARTIC FMA pursuant to which Owner will maintain and operate the Parking Deck A on behalf of the City for the term of the ARTIC FMA.
5. Amendment to Section 7.3.2. Section 7.3 of the Development Agreement is hereby amended as follows to reflect the increased parking supply, eliminating the need for a Parking Utilization Study, as well as separately identify new plans to accommodate multimodal facilities in Parking Deck A:
7.3.2 Notwithstanding the foregoing, the parties agree that in the future, due to changes in technology or enhanced public transportation options, operation of the Project may require fewer parking spaces. 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 4 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 shall pay 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 determine the ultimate number of parking spaces for the ARTIC Garage. The Parking Utilization Study also may be used to determine whether a reduction in the number of parking spaces may be warranted for other Project parking areas. Any reduction in required parking spaces that may be approved by City, as an Operating Memoranda, based on the Parking Utilization Study, shall reduce the Minimum Transit District Parking, but in no event shall such reduction result: (1) in the provision of less than 480 parking spaces in the ARTIC Garage ("Minimum Reduced Parking"), based upon (i) 456 spaces which currently exist at lot A; (ii) the 15 spaces required for Meadow Park; (iii) the 9 spaces required for employee parking for the proposed future transit project connecting ARTIC to the Anaheim Resort or (2) result in any of the 1,082 ARTIC required parking spaces being satisfied in parking structures or surface parking constructed as part of the Project north of Katella Boulevard, or (3) reduce transit parking south of Katella to fewer than 900 parking spaces at any time during or after construction of the Project.
7.3.2 Owner agrees to design and construct Parking Deck A to accommodate the ceiling height of a minimum of eleven (11) feet on the ground floor, eight (8) feet and four (4) inches on the second through sixth floors, and a solar panel clearance of fourteen (14) feet with access for multimodal facilities on the top floor in accordance with the approved plans for BLD2025-04895. The City shall be obligated to provide necessary features and equipment to make such multimodal area operational. In exchange for such improvements, the City proposed multimodal facilities may provide connection to the east entrance of the Honda Center. Owner shall provide City an easement over the 139,471 square foot area (shown in Exhibit I) on which Parking Deck A will be constructed allowing public parking at no cost to serve ARTIC and Meadow Park in the parking structure constructed on that property by Owner and to construct, maintain and operate the multimodal transit maintenance facility on either the ground floor or the top floor of the parking structure. The easement shall also include a public access easement over and across the access bridge connecting Parking Deck A to ARTIC. The parties agree that the maintenance costs for the access bridge connecting Parking Deck A to ARTIC shall be funded, in perpetuity, from the same funding sources used to fund maintenance of Parking Deck A, including, at minimum, sign revenues generated from signs within the Transit District including those located on the Parking Deck A.
6. Amendment to Section 7.7. Section 7.7 of the Development Agreement is hereby amended as follows:
7.7 Minor Land Exchanges. Subject to compliance with California law, including applicable procedures required pursuant to the Surplus Land Act (Gov. Code §54220 et. seq.), Owner and City agree to exchange an approximately equal amount of 5 land to adjust boundaries or convey in two stages: (i) City owned land to Owner around the Honda Center apron identified in the Existing Honda Center FMA with a grant of easements or fee from Owner to the City for the City to retain access to 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 and a separate easement from the City to Owner for the proposed Central Utility Plant located within the land on which Parking Deck D is located permitting access to and the construction, operation and maintenance of the Central Utility Plant proposed to be constructed within the helix portion of Parking Deck D as depicted on Attachment 2 to this Operating Memorandum in exchange for Owner’s land underlying the proposed Parking Deck D to City (“Stage 1”); and (ii) City-owned land around the proposed hotel site south of Katella Avenue to Owner, and land identified as the Amphitheater Parcel and additional City-owned land to Owner around the Honda Center south facing apron identified in the Existing Honda Center FMA with a grant of easements from Owner to the City necessary for City to access the exterior of the Honda Center for repair and maintenance activities in exchange for a portion of Owner’s land needed for the Katella pedestrian bridge landing in Meadow Park to City, all as shown as Stage 2 on Exhibit I (“Stage 2”) (collectively "Minor Land Exchanges"). Stage 2 may be exchanged in subphases. Exhibit “I” conceptually depicts the Minor Land Exchanges as well as the anticipated stages of Minor Land Exchanges.
Stage 1 of the Minor Land Exchanges was consummated on April 17, 2024. Stage 2 of the Minor Land Exchanges as depicted on Exhibit I shall be consummated not later than June 30, 2025 October 30, 2026. The Parties shall process all necessary approvals required under the Subdivision Map Act to enable building permits to be issued on newly created lots which are created due to the completion of the Minor Land Exchanges.
Owner and City agree that the property lines for the parcels included in Stage 2 of the Minor Land Exchanges will, prior to the consummation of the Stage 2 of the Minor Land Exchanges, be adjusted and memorialized through a subsequent Operating Memorandum to reflect: (1) the agreed upon parcel boundaries between the City and Owner of the Stage 2 properties; and (2) if applicable, the delineation of the identifiable areas of control, management and maintenance amongst the modified parcels for each of the Owner and the City. Owner and City will cooperate such that the final exchanges of land will result in property lines that consider and incorporate physical improvements that are or will be owned by each party on their respective properties. Owner and City agree to exchange land and to adjust boundaries such that the formerly proposed amphitheater property included within the Stage 2 Minor Land Exchange would thereafter be conveyed by the Owner to the City in exchange for City-owned land at the northwest corner of Cerritos Avenue and River Road (APN No. 253-631-29). This additional land exchange will, upon compliance with the applicable law, be completed within one year from the second reading and adoption of the Ordinance No. 6596 approving this Amended and Restated Development Agreement Development Agreement. In addition, subject to compliance with California law, including the Surplus Lands Act, prior to the completion of construction of Parking Deck A (estimated to be June 30, 2027), the Parties agree to enter into an agreement that provides for the conveyance by Owner to the City of the fee title for the 141,984 (+/-) square foot parcel (APN Nos. 232-071-02 and 232-071-03) on which Deck A is 6 constructed and the related pedestrian bridge connecting Deck A to ARTIC in exchange for: (1) City conveying fee title to the 99,670 (+/-) square foot parcel Lot B (APN No. 386-521-17) to the Owner subject to a reversionary interest retained by the City and (2) Owner being obligated in the written agreement to (i) construct on Lot B a new visitor-serving minimum 100,000 square foot immersive digital museum consistent with the Owner’s proposal to the City dated ____________ 2026, submitted to the City and incorporated herein (“Immersive Museum”), (ii) Owner obtaining any required entitlement and building permits and commencing construction of the Immersive Museum no later December 31, 2027 and (iii) Owner requesting and obtaining approval of the final building and zoning inspection for such Immersive Museum no later than five years after the City issues final site plan approval to construct the museum. In the event that Owner fails to construct the Immersive Museum on Lot B in accordance with the foregoing requirements, including the timing requirements in subsections (ii) and (iii) above, then City, in its sole discretion, may exercise its reversionary interest in Lot B and Owner shall reconvey the fee simple interest in the real property identified hereinabove as Lot B to the City free of any liens, mortgages or encumbrances.
In the event that the City conveys Lot B to Owner pursuant to Development Agreement Section 7.10, Owner shall relocate the existing, approximately 221 parking spaces on Lot B to the ARTIC Garage, but Owner shall not be obligated to relocate the existing, approximately 221 parking spaces on Lot B if the City conveys Lot B to a separate buyer.
Owner shall retain ownership and maintenance responsibility for the access bridge between the Parking Deck A and ARTIC as required in the Development Agreement and at minimum, until Owner conveys Parking Deck A including the land and the access bridge in fee simple via a grant deed and City accepts the Parking Deck A and access bridge. Owner shall apply for and City shall approve an encroachment agreement between City and Owner to allow for the access bridge to cross Douglass Road. The term of the encroachment agreement shall extend until such time that Owner conveys the Parking Deck A and the adjacent access bridge over Douglass Road to the City pursuant to Section 7.7.
The precise lot line around the Katella pedestrian bridge landing in Meadow Park may be refined when the bridge design is finalized. Owner shall, pursuant to Sections 1.74, 10.12 and 11.4, retain ownership and maintenance responsibility for the Katella pedestrian bridge and the related elevators on south side of Katella Avenue. Owner shall, prior to final inspection for the Katella pedestrian bridge, grant to City a permanent public access easement for the Katella pedestrian bridge and related elevators and access ways. Prior to commencement of construction of the Katella pedestrian bridge, Owner shall apply for and City shall approve an encroachment license between City and Owner to allow for the pedestrian access bridge to cross Katella Avenue.
7. Amendment to Section 7.10. Section 7.10 of the Development Agreement is hereby amended as follows:
7 7.10 Potential Development of Lot B. Except as otherwise provided in Section 7.7, Ssubject 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 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. This Section 7.10 does not obligate the City in any way to convey the Property to Owner, and does not obligate Owner in any way to develop Lot B, but if City conveys an interest in Lot B to Owner, the provisions of this Development Agreement shall govern Development of Lot B.
8. Amendment to Section 11.3.1. Section 11.3.1 of the Development Agreement is hereby amended as follows to reflect that the ARTIC Garage will now be completed prior to the Meadow Park opening:
11.3.1. 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 later than first final building and zoning inspection for a non-parking building in Phase 1. The Owner shall submit design and preliminary engineering plans for the Meadow Park and the Katella Bridge with Final Site Plan submission for Project Phase 2.
Owner shall commence construction of Meadow Park Phase 1 and Katella Bridge no later than the first final building and zoning inspection for the first phase of residential units in Project Phase 3. Owner shall complete Meadow Park Phase 1, a minimum of three (3) acres, and the Katella Bridge no later than the first final building and zoning inspection for the second phase of residential units in Project Phase 3. Owner shall include 15 surface-level parking spaces for Meadow Park Phase 1 adjacent to Meadow Park, which shall remain in use until the ARTIC Garage is operational. Owner shall complete construction of an additional one (1) acre of Meadow Park no later than twelve (12) months after final building and zoning inspection of occupancy of Deck A. six (6) months after removal of the interim surface parking and completion of the ARTIC Garage. Owner shall complete construction of the final improvements for a total minimum of 4.85 acres of Meadow Park no later than six (6) months after final building and zoning inspection of occupancy for the Meadow Hotel in Project Phase 5. The Meadow Park phasing shall be as described in Exhibit "M-2". The foregoing construction phasing for Meadow Park may be modified and expedited, at the direction of the City, if the City is awarded grant funding for the Katella Bridge or the ARTIC Garage. For any grant applications submitted after the November 1, 2024, City and Owner agree that City 8 will submit the grant application and any grant conditions to the Owner for review and consent by Owner prior to submission of the grant application or acceptance of the grant conditions, which consent shall not be unreasonably withheld provided that the grant requested or awarded provides a minimum funding equal to twenty-five (25) percent of the cost of the Katella Bridge or the ARTIC garage. If such a grant(s) are awarded, City may modify the construction phasing for Meadow Park to ensure that grant performance timelines and requirements can be satisfied and completion of Meadow Park Phase 1 or Phase 2, as referenced Exhibit "M-2", may be expedited as appropriate given the earlier construction of the pedestrian bridge or ARTIC Garage. City and Owner further agree that if completion of Meadow Park Phase II is expedited the earliest date for commencement of construction of Meadow Park Phase 2 shall be no earlier than thirty (30) days after the Artic Garage is open for use. If grant(s) awarded are less than twenty- five (25) percent of the cost of the Katella Bridge or the ARTIC garage, Owner may but shall not be required to expedite Meadow Park phasing.
9. Amendment to Section 22.f. Section 22.f of the Development Agreement is hereby amended to modify the date on which the Offsite Park Contribution Fee is payable as set forth below:
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 January 31, 2027. the issuance of the first certificate of occupancy for the Project. In addition, prior to the first certificate of occupancy for Residential Phase 4 as part of Project Phase 5, Owner shall pay the City an additional Offsite Park Contribution Fee of one million seven hundred fifty thousand dollars ($1,750,000). City shall use the proceeds of the Offsite Park Contribution Fee to fund park improvements with the location and timing of construction of such improvements to be determined in City’s sole discretion.
10. Amendment to Section 23.b. Section 23.b of the Development Agreement is hereby amended as follows to reflect the opportunity for ATID reimbursements for the Douglass Bridge construction:
23.b. City shall support and recommend to the ATID Transportation Committee that during the Term of the Development Agreement the ATID Transportation Committee approve appropriation of the transportation portion (i.e. 25 percent share of the two percent assessment after deduction of Housing and Administrative fund allocations) of the Anaheim Tourism Improvement District funds ("ATID Transportation Funds") generated by the payment of the ATID Assessment made by Owner through occupancies of the newly constructed Project hotels within the Project ("Project ATID Transportation Funds") to a specified fund to be spent as set forth in this Section 23(b). If approved by the ATID Transportation Committee, the Project ATID Transportation Funds shall be payable to and be used solely by Owner to partially fund the construction of ARTIC Garage and the access bridge for ARTIC Garage, as designed and constructed to allow for the future transit projects. If the ATID Transportation Committee approves appropriation of the ATID Transportation Funds to Owner, they shall be disbursed to Owner following upon the commencement of operations of the first newly constructed hotel of the Project and in a manner consistent with applicable ATID Transportation 9 Committee and City policies related to expenditure of ATID Transportation Funds. The ATID Transportation Funds shall, if approved by the Anaheim Transportation Committee, continue to be disbursed to Owner until the twentieth (20th) anniversary of City's issuance of the last certificate of occupancy for the second hotel of the Project. The parties acknowledge and agree that this disbursement obligation shall extend beyond the Term of this Development Agreement. Owner acknowledges that approval of the use of the Project ATID Transportation Funds as specified herein is subject to approval of the ATID Transportation Committee and that City's obligation herein is limited to making the recommendation and supporting the recommendation as one member of the ATID Transportation Committee.
11. Amendment to Section 11.4. Section 11.4 is hereby amended to read as follows:
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 Neighborhood Park as required herein in perpetuity, the Katella Avenue pedestrian bridge and related facilities, 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 “K” and Exhibit “K-1”. The estimated amount of costs and schedule of payment for each parcel or lot of the Property upon establishment of the Spring-Up Maintenance District will be determined thirty (30) days prior to Owner’s provision of written notice to City that Owner is contemplating a transfer of any portion of the Property. The Spring- Up Maintenance District shall become effective immediately, after (i) Owner’s conveyance of a portion of the Property other than Lot B to an entity unrelated to Owner or (ii) upon Owner’s failure to maintain the Katella Avenue pedestrian bridge and related facilities or the pedestrian access bridge, Meadow Park or the Bike Trail Landscape area as required herein including Exhibit “K” and Exhibit “K-1”. The parties agree that the parcels on which the Honda Center, Meadow Park, ARTIC and the ARTIC Garage occupy shall not be required to pay any assessment as part of the Spring-Up Maintenance District. Owner agrees that 15 parking spaces of ARTIC Garage shall, in perpetuity, be available for visitors to Meadow Park and shall have signage as required in Section 11.3.3.
12. Amendment to Section 11.5. The first sentence of Section 11.5 is hereby amended to read as follows:
The Parties agree that 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 approval of the first final site plan for the first phase of residential units in Project Phase 3 or prior to completion and opening of Phase I of Meadow Park, whichever occurs earlier, 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 Owner’s management of the calendar, scheduling of Private Event Days (as defined in Section 11.6 below) and public events and usage of Meadow Park consistent with the terms set forth in Sections 11.6, as 10 well criteria and procedures for the sale of alcoholic beverages within Meadow Park consistent with all applicable regulations.
13. Amendment to Exhibit B-1. Exhibit B-1 titled “Phasing Plan” as shown in the Development Agreement, is hereby repealed and replaced with Exhibit B-1 B-2 showing the modified Phasing Plan as shown in Attachment 1 to this Operating Memorandum.
14. Amendment to Exhibit F. Exhibit F titled “Honda Center Improvements” as shown in the Development Agreement is hereby repealed and replaced with Exhibit F-1 to include the north plaza improvement, as shown in Attachment 2 to this Operating Memorandum.
15. Amendment to Exhibit I. Exhibit I titled “Minor Land Exchange” as shown in the Development Agreement is hereby repealed and replaced with Exhibit I-1 to include the modified land exchanges, as shown in Attachment 3 to this Operating Memorandum.
16. Amendment to Section 1(a) of Exhibits K and K-1 to add reference to Katella Pedestrian Bridge, as shown in Attachment 4 to this Operating Memorandum.
17. Amendment to Exhibit L. Exhibit L titled “Conditions of Approval” is amended with Exhibit L-1 to add the conditions of approval for the Final Site Plans for Parking Deck A (DEV2024-00077), the South Plaza (DEV2025-00013) and the first residential phase, Phase 2 of the Project (DEV 2025-00019), as shown in Attachment 5 to this Operating Memorandum.
CITY 081726
IN WITNESS WHEREOF, City and Owner have executed this Operating Memorandum as of the date and year first above written.
DATE OF EXECUTION:
____________________________________
CITY OF ANAHEIM
a municipal corporation
By: _________________________________
Its: Interim City Manager
“CITY”
ATTEST:
By: ________________________
Theresa Bass, City Clerk of Anaheim
APPROVED AS TO FORM:
By: ________________________
Robert Fabela, City Attorney
DATE OF EXECUTION:
____________________________________
ANAHEIM REAL ESTATE PARTNERS,
LLC
By:__________________________________
William Foltz
Chief Executive Officer
“OWNER”
DATE OF EXECUTION:
___________________________________
TS ANAHEIM, LLC
By: _________________________________
William Foltz
Chief Executive Officer
“OWNER”
12 DATE OF EXECUTION:
_____________________________________
FCD, LLC
By: _________________________________
Printed Name: William Foltz
Its: Chief Executive
“OWNER”
CITY 081726
ATTACHMENT 1
Exhibit B-1: Phasing Plan
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20 ATTACHMENT 2
Exhibit F: Honda Center Improvements
21 ATTACHMENT 3
Exhibit I: Minor Land Exchanges
22 ATTACHMENT 4
Amendment to Section 1(a) of Exhibits K and K-1 is amended to read as follows:
a. Maintenance Areas. Declarant shall maintain the two (2) Parks which will be known as (1) “Neighborhood Park” and (2) “Meadow Park” both described in Exhibit “A” and depicted in Exhibit “B”, attached hereto and incorporated herein, and (3) Bike Trail Landscape as depicted in “Exhibit C”, (4) the Katella Pedestrian Bridge, and (5) all improvements related to the Parks thereon, including but not limited to: (1) lighting and signage; (ii) landscaping, both hardscape and softscape; (iii) bathroom facilities; (iv) seating and tables; (v) playground equipment; (vi) fencing; (vii) structures; (viii) water lines, recycled water facilities, and subsurface and above-ground irrigation systems; (ix) retaining walls, pavers, and walkways; (x) associated parking areas for the Parks; (xi) recreational and common amenities; (xii) architectural elements identifying the Park; (xiii) artificial turf; (xiv) electrical and communications equipment serving the park; (xv) event spaces, and (xvi) any other facilities, features, or improvements on or to the Parks as may be shown on Exhibit “B”, the Bike Trail Landscape and the Katella Pedestrian Bridge (collectively, “Improvements”).
23 ATTACHMENT 5
CONDITIONS OF APPROVAL