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CITY COUNCIL AGENDA REPORT
City of Anaheim
OFFICE OF THE CITY MANAGER
DATE: AUGUST 25, 2026
FROM: OFFICE OF THE CITY MANAGER
SUBJECT: DECLARE CITY-OWNED PROPERTY PROPOSED FOR
EXCHANGE VIA MINOR LAND EXCHANGES IN THE
THIRD OPERATING MEMORANDUM AS EXEMPT
SURPLUS LANDS, APPROVE THIRD OPERATING
MEMORANDUM FOR OCVIBE MIXED-USE PROJECT
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, SOUTH PLAZA, AND FIRST RESIDENTIAL PHASE
FINAL SITE PLANS AND LOT B, AND APPROVE
ACQUISITION AGREEMENT RELATED TO CFD 08-1
IMPROVEMENTS AS CONTEMPLATED IN THE
DEVELOPMENT AGREEMENT
ATTACHMENT (Y/N): YES ITEM # 22
GOVERNMENT CODE § 84308 APPLIES: YES
RECOMMENDATION:
1. That the City Council, by Resolution, declare the City-owned property proposed for exchange as part of the Minor Land Exchanges contemplated in the Operating Memorandum No. 3 to be “exempt” surplus lands pursuant to California Government Code Section 54221(f)(1)(C).
2. That the City Council, by Resolution, approve Operating Memorandum No. 3 between the City of Anaheim, Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC memorializing clarifications related to Deck A, South Plaza, and First Residential Phase Final Site Plans and Lot B relating to the OCVIBE Mixed-Use Project Development Agreement No. 2020-00004.
3. That the City Council, by Resolution, approve the Acquisition Agreement providing for the City's acquisition of the CFD 08-1 Improvements, the Owner's conveyance of the CFD Improvements to the City/CFD 08-1, and the reimbursement of the Owner for any such CFD 08-1 Improvements in an amount not to exceed the Owner's Share of CFD 08-1 Bond Capacity as contemplated in the Development Agreement.
Operating Memorandum No. 3 Related to Development Agreement No. 2020-00004 Between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC; Acquisition Agreement and Exempt Surplus Lands Determination related to OCVIBE Project
August 25, 2026
DISCUSSION:
On October 4, 2022, the City approved by ordinance and entered into a development agreement (“Development Agreement”) with Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC (“Owner”) (together the “Parties”) to implement the OCVIBE mixed-use project (“Project”). The Project is a proposed lifestyle, entertainment, and residential neighborhood anchored by the existing Honda Center arena and Anaheim Regional Transportation Intermodal Center (“ARTIC”) transit hub.
Section 20.6 of the Development Agreement authorizes the use of an Operating Memorandum 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.” Section 20.6 of the Development Agreement further authorizes the City Manager to approve or “refer any proposed Operating Memorandum to the City Council for consideration and action to approve or deny any proposed Operating Memorandum.” The City Manager approved the First Operating Memorandum, which the City and Owner entered into on April 3, 2024 related to a modification of an exhibit to clarify the sequence of land exchanges. The First Operating Memorandum content was incorporated into the Amended and Restated Development Agreement approved by the City Council and dated as of December 23, 2024, which further amended certain sections modified in the First Operating Memorandum.
The City Manager approved a Second Operating Memorandum, which the City and Owner entered into 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 if necessary to facilitate infrastructure improvements included in the Project approvals.
On December 23, 2025, the City approved Owner’s Final Site Plans for Parking Deck A (“DEV2024-00077”) and the South Plaza (“DEV2025-00013”). On February 5, 2026, the City approved the Final Site Plans for first residential phase, Phase 2 of the Project (“DEV 2025-00019”). The approved Final Site Plans require additional minor clarifications to the Development Agreement. These clarifications are consistent with the requirements under Section 20.6 and are memorialized in Operating Memorandum No.
3. Operating Memorandum No. 3 Related to Development Agreement No. 2020-00004 Between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC; Acquisition Agreement and Exempt Surplus Lands Determination related to OCVIBE Project
August 25, 2026
Modifications Included in Operating Memorandum No. 3 and Related Resolution:
Operating Memorandum No. 3 modifies the Development Agreement with the following amendments:
1. Amendment to Section 1.10 to change the “ocV!BE” project branding name to “OCVIBE” used on digital Arena Signs located north of Katella Avenue and east of State Route 57.
2. Amendment to Section 1.18 to change the “ocV!BE” project branding name to “OCVIBE” used on digital ARTIC Signs located south of Katella Avenue.
3. Amendment to Section 1.63 to delete the requirement for a Parking Utilization Study given the increase in the minimum number of parking spaces for the Project from 6,800 to a minimum of 9,000 spaces.
4. Amendment to Section 7.3 to: (a) reflect the increased minimum number of parking spaces to 9,000, (b) delete the existing separate reference to a minimum of 1,100 offsite parking spaces that were included in the original minimum 6,800 parking spaces, delete the requirement for the Owner to provide separate offsite replacement parking offsite for the 100 spaces that will removed from the employee parking lot when the bike trail on the employee parking lot is constructed, and (d) increase the number of parking spaces in the ARTIC garage from 1,350 to 1,850 consistent with the approval set forth in DEV2024-00077, (e) obligate the Owner to maintain a minimum at all times of 1,082 parking spaces south of Katella until Owner conveys Lot A (the ARTIC garage lot) to the City, and (f) provide for the City and Owner to enter into an operating agreement for the Owner’s operation of ARTIC garage for the term of the ARTIC FMA.
5. Amendment to Section 7.3.2 to reflect an increased parking supply that eliminates the need for a Parking Utilization Study and to accommodate plans for multimodal center in the ARTIC Garage including a minimum ground floor clearance of eleven feet on the ARTIC garage. 41,984 (+/-) square foot parcel (APN Nos. 232-071-02 and 232-071-03) (“Deck A”). The City is responsible for providing any necessary features and equipment to make the multimodal center operational. The Owner is obligated to initially provide the City an easement over the land on which the ARTIC Garage is located to allow public parking in the garage at no cost to serve ARTIC and Meadow Park users and to allow the City to construct the multimodal facility on either the ground floor or top floor of ARTIC garage as determined by the City. The easement will also include access and use of the pedestrian bridge connecting ARTIC to the ARTIC garage.
6. Amendment to Section 7.7 to reflect: (a) the deletion of the previously anticipated exchange of land related to former proposed amphitheater adjacent to Meadow Park that is no longer part of the project, (b) an additional exchange of land between the City and Owner to allow for the Honda Center south apron area improvements and Katella pedestrian bridge improvements; and (c) for the Parties to enter into an agreement that provides for the conveyance by Owner to the City of the fee title for Deck A 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”) to Owner subject to a reversionary interest retained by the City and (2) Owner being obligated in the written agreement to begin Operating Memorandum No. 3 Related to Development Agreement No. 2020-00004 Between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC; Acquisition Agreement and Exempt Surplus Lands Determination related to OCVIBE Project
August 25, 2026
construction of a new, visitor-serving, minimum 100,000 square foot immersive digital museum (“Immersive Museum”) on Lot B by no later than December 31, 2027 (inclusive of subsections (a) through (c) above the “Minor Land Exchanges”). Once constructed, the Immersive Museum would serve as a contemporary cultural and educational destination centered on digital, immersive, and technology-enabled art experiences. The building program would include exhibition galleries; visitor arrival, ticketing, queuing, and circulation areas; administrative and employee areas; loading and back-of-house functions; exhibit operations and technical-support spaces; mechanical, electrical, information-technology, and building-support rooms; restrooms; and related accessory spaces. If Owner fails to construct the Immersive Museum on Lot B in accordance with the foregoing requirements, then City, in its sole discretion, may exercise its reversionary interest in Lot B and Owner will reconvey the fee simple interest in Lot B to the City. The Lot A and Lot B fee conveyance would occur consistent with the Surplus Land Act and staff is recommending that a determination that these conveyances qualify as exempt surplus land exchanges be made as part of a separate resolution. The Amendment also extends the date for the completion of what are referenced to Phase 2 exchanges (i.e. the remaining exchanges other than the fee conveyance of Lot A for Lot B and includes an encroachment easement, public access easement, and encroachment license for public access.
7. Amendment to 11.3.1 to reflect that the ARTIC Garage will be completed prior to the opening of Meadow Park and that a minimum of four acres of Meadow Park shall be complete no later than twelve months after final building and zoning inspection for the ARTIC Garage on Lot A.
8. Amendment to Section 22.f to modify the payment date for the Offsite Park Contribution Fee of $5,000,000 to “prior to January 31, 2027” thus ensuring the funds will be available for use in FY 27-28.
9. Amendment to Section 23.b to reflect the opportunity for Anaheim Tourism Improvement District (“ATID”) transportation share of the of ATID funds to be used, in part, for pedestrian bridge construction for pedestrian access from the ARTIC garage to ARTIC. The change also confirms that the ATID transportation funds payable are those that are available after deduction of the Housing and Administrative fund allocations of ATID funds.
10. Amendment to Section 11.4 to reflect Owner’s responsibility to maintain the Katella Avenue pedestrian bridge and related facilities and for such maintenance costs be included within the Spring-Up Maintenance District if such a district is necessary and formed.
11. Amendment to Section 11.5 to reflect that the Meadow Park Joint Use, Operation and Maintenance Plan will be executed prior to the approval of the first final site plan for the first phase of residential units in Project Phase 3.
12. Amendment to Exhibit B-1 to reflect the modified Phasing Plan.
13. Amendment to Exhibit F to include the North Plaza improvement.
14. Amendment to Exhibit I to include modified land exchanges.
15. Amendment to Exhibits K and K-1 to reference the Katella Pedestrian Bridge as part of the improvements covered by the Spring Up Maintenance District; and Operating Memorandum No. 3 Related to Development Agreement No. 2020-00004 Between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC; Acquisition Agreement and Exempt Surplus Lands Determination related to OCVIBE Project
August 25, 2026
16. Amendment to Exhibit L to add to Exhibit L-1 the conditions of approval for the Final Site Plans for Parking Deck A, the South Plaza, and the first residential phase, Phase 2.
Pursuant to Section 20.6 of the Development Agreement, the City Manager has referred the Third Operating Memorandum to the City Council for consideration and approval.
Exempt Surplus Lands Determination and Resolution:
In 2022, the City adopted a resolution declaring a previous minor land exchange between the parties pursuant to the Development Agreement to be an exempt exchange of surplus land pursuant to the Surplus Lands Act. Upon approval by the City Council, the resolution was transmitted to the California Department of Housing and Community Development (“HCD”) who then confirmed that the exchange was in compliance with the Surplus Lands Act. The City Council action at that time did not include an evaluation of all properties contemplated to be exchanged pursuant to the Development Agreement.
Consequently, in order to complete the Minor Land Exchanges contemplated in the Third Operating Memorandum, the City is required to make a determination regarding the status of the City-owned property under the Surplus Lands Act. If exchanged, the City-owned property would be used to accommodate the Honda Center south apron area improvements, Katella pedestrian bridge improvements, the ARTIC Parking Garage, and construction of an immersive digital museum, all of which are consistent with the objectives of the Platinum Triangle Master Land Use Plan (“PTMLUP”). Without the Minor Land Exchanges, the City would be unable to realize and achieve the objectives of the PTMLUP through implementation of the Project, since the Project incorporates key elements identified for the Platinum Triangle in the PTMLUP which are dependent upon the proposed land exchange.
The amount of land to be exchanged between the parties is approximately equivalent in size, use, and character with a modest increase in square footage flowing to the City after the proposed exchange. For the foregoing reasons, the Minor Land Exchanges constitute a reasonable and equitable exchange, and the proposed exchange constitutes an exempt exchange of surplus lands pursuant to the Surplus Lands Act. If approved by the City Council, the resolution declaring the Minor Land Exchanges as constituting an exchange of exempt surplus land will be provided to HCD.
CFD 08-1 Acquisition Agreement and Resolution:
It is also recommended that the City Council consider and approve the Acquisition Agreement, which provides for the City’s acquisition of the CFD 08-1 improvements, the Owner's conveyance of the CFD improvements to the City/CFD 08-1, and the reimbursement of the Owner for any such CFD 08-1 improvements in an amount not to exceed the Owner's share of CFD 08-1 bond capacity. Section 14.5 of the Development Agreement provides that City and Owner are required to execute a Platinum Triangle Acquisition Agreement in a form substantially similar to Exhibit Q attached to the Development Agreement. The parties have negotiated the Acquisition Agreement, Operating Memorandum No. 3 Related to Development Agreement No. 2020-00004 Between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC; Acquisition Agreement and Exempt Surplus Lands Determination related to OCVIBE Project
August 25, 2026
attached to this staff report, based on the form of the Acquisition Agreement attached to the Development Agreement and have made necessary modifications to reflect the current status of the Project and to effectively implement the intent of the Development Agreement.
The purpose of the Acquisition Agreement is to provide a mechanism for the City to acquire and pay for public roads, utility improvements, and other public infrastructure constructed by the Developer which qualify as authorized facilities under CFD 08-1. The Acquisition Agreement includes updated cost estimates for the CFD 08-1 improvements covered by the acquisition agreement to recognize the significant cost escalation that has occurred in the intervening years and the Agreement also provides for a staged payment process for the improvements, in a total amount not to exceed the Owner’s Share of CFD 08-1 Bond Capacity as defined in the Development Agreement. Thus, this agreement implements the agreed upon terms related to CFD 08-1 acquisition of improvements as set forth in the Development Agreement. The agreement provides for payment of the acquisition costs through a combination of pay-go funds and bond proceeds through two potential bond issuances as determined by the City with all funding coming from CFD 08-1 assessment funds.
IMPACT ON BUDGET:
There is no budgetary impact associated with approval of the Operating Memorandum No. 3 and associated SLA determination. Associated costs will be incurred by the project applicant.
Approval of the Acquisition Agreement will necessitate an expenditure of CFD 08-1 funds to pay for the CFD 08-1 improvements; however, these costs will be expended over time and will be covered by CFD 08-1 assessment revenues and bond proceeds.
Respectfully submitted,
Greg Garcia
Interim City Manager
Attachments:
1. Surplus Lands Determination Resolution
2. Resolution approving Operating Memorandum No. 3 – 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, Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC and Related Resolution.
3. Resolution approving Acquisition Agreement -- Provides for the City’s acquisition of the CFD 08-1 improvements, the Owner's conveyance of the CFD improvements to the City/CFD 08-1, and the reimbursement of the Owner for any such CFD 08-1 improvements in an amount not to exceed the Owner's share of CFD 08-1 bond capacity and related resolution.