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5:00 P.M. CLOSED SESSION IN CITY HALL BASEMENT LUNCH ROOM/ CONFERENCE ROOM.

a. Conference with Real Property Negotiator:

Pursuant to Govt. Code �54956.8

Agency Negotiator: Assistant Executive Director/Susan M. Georgino.

Property: 250 East Olive Avenue, corner "parcel" (120� X 310�) at Olive Avenue and Third Street.

Party With Whom Agency is Negotiating: Michael Cusumano � Cusumano Real Estate Group.

Terms Under Negotiation: Potential sale of Agency property.

b.  Conference with Real Property Negotiator:

Pursuant to Govt. Code �54956.8

Agency Negotiator: Assistant Executive Director/Susan M. Georgino.

Property: 201 East Magnolia Boulevard � Media City Mall (41 acre site generally bounded by Magnolia Boulevard, I-5 Freeway, Burbank Boulevard and Third Street).

Party With Whom Agency is Negotiating: Crown Realty and Development Corporation.

Terms Under Negotiation: Amendment of Ground Lease and Disposition and Development Agreement.

When the Agency reconvenes in open session, the Agency may make any required disclosures regarding actions taken in Closed Session or adopt any appropriate resolutions concerning these matters.

6:30 P.M.

INVOCATION: Pastor Ron White, American Lutheran Church.

The Courts have concluded that sectarian prayer as part of City Council meetings is not permitted under the Constitution.

FLAG SALUTE:

ROLL CALL:

6:30 P.M. JOINT PUBLIC HEARING WITH CITY COUNCIL:

1. OPPORTUNITY SITE NO. 2 (OLD POLICE BLOCK) BURBANK CIVIC PLAZA � CUSUMANO REAL ESTATE GROUP:

The purpose of this report is to present the information necessary for Redevelopment Agency Board and Council consideration of the proposed sale of Agency property and development entitlements for the Burbank Civic Plaza project. The specific land use applications for the 100,482 square foot (sf) commercial building include: Planned Development No. 2002-3; Development Review No. 2002-43; and the associated Development Agreement. The terms of the proposed sale of Agency-owned property are documented in the proposed Disposition and Development Agreement (DDA).

The applicant is requesting approval to construct a commercial development. The project consists of a 96,000 gross sf building with 76,000 adjusted gross sf of office space and 12,000 adjusted gross sf of retail/restaurant/commercial service space on the ground floor. The building is proposed to be placed at the corner of the lot along Olive Avenue and Third Street with an average height of 65 feet (five stories above grade). The ground level of the building is set back to allow pedestrian movement under the upper floors of the building. At the corner of Olive Avenue and Third Street, the ground level is set back 29 feet from Olive Avenue and 52 feet from Third Street. This allows a covered setback area that can be used as an outdoor caf� (approximately 850 sf). The building has vertical columns that are set back two feet from the property line creating an open colonnade for pedestrians. An open, landscaped plaza is adjacent to the building and a surface parking lot. The entrance to this lot is off of Olive Avenue and the lot provides access to the parking garage located beneath the building. A 600 sf loading area is proposed with an entrance from Third Street, separate from the tenant parking entrance from Olive Avenue.

The purpose of the Planned Development process is to provide an alternate process to accommodate unique developments for residential, commercial, professional, or other similar activities, including modified development standards which would create a desirable, functional and community environment under controlled conditions of a development plan. This commercial project certainly fits within this category, especially given its location in downtown Burbank. The project provides appropriate amenities given the location in the downtown and provides adequate public parking space for commercial uses on and near the subject site. The Planning Board considered this project on February 10, 2003 and voted unanimously to recommend approval of the Planned Development.

Inasmuch as the proposed project requires the Agency to sell property to the Developer, a DDA has been negotiated with the purpose of documenting the real estate transaction and outlining the roles and responsibilities of both the Agency and the Developer. Highlights of the proposed DDA include the following:

DEVELOPER RESPONSIBILITIES

• The Developer will acquire the site for $100;
• The Developer must develop the site in accordance with the City�s Planned Development No. 2002-3;
• The Developer will build a Class A, signature office building in accordance with the project entitlements;
• The Developer must complete the project in a timely manner as described in the Schedule of Performance;
• The Developer must submit evidence that sufficient equity capital and /or construction financing has been committed to fund 100 percent of the project cost;
• The Developer must pay prevailing wages to all contractors and subcontractors engaged to construct the project, in accordance to the Agency�s prevailing wage policy and other applicable laws; and,
• The Developer must pay all ad valorem real estate taxes and assessments on the site accruing after the close of escrow.

AGENCY RESPONSIBILITIES

• The Agency must deliver a clean site, free of any known environmental contamination. However, the Developer has the right to independently test the soils and environmental conditions prior to accepting conveyance of the site. If hazardous conditions are discovered, either party may terminate the agreement unless the other party agrees to pay the remediation costs. Once escrow has closed on the site, the Developer must indemnify the Agency and City from any hazardous materials claims related to the site.
• The Agency must convey the site to the Developer cleared of any buildings, structures and active utilities;
• The Agency will fund the construction of required off-site improvements as defined in the DDA; and
• All persons shall have been relocated from the site, and the site must be conveyed free and clear of tenancies, occupancies and possessory right of any third parties.

Also included as a part of the DDA (and to be executed as a separate legal contract) is a parking lease for up to 190 parking spaces in the parking structure located at the corner of Angeleno Avenue and Third Street, behind the County Courthouse. To implement said parking lease, the Agency, City and Parking Authority must execute the proposed Cooperation Agreement. This agreement allows the Agency to execute the proposed parking lease with the Developer and calls for the lease revenues to flow to the Parking Authority to fund the operations and maintenance of the subject leased parking spaces (first) and other Downtown facilities as parking lease revenues are available (second). Highlights of the proposed parking lease follows.

PARKING LEASE

• The Agency through a Cooperation Agreement with the City and Parking Authority will lease 190 spaces for the express purposes of providing off-site parking for the Civic Plaza project;
• The proposed lease with the Developer is subordinate to the existing lease with the County of Los Angeles;
• The term shall commence on the date that the first space is allocated to the Developer, and will continue for up to 99 years;
• Rent will be credited for the first 19 months of the term. Then payments equal to 80 percent of the fair market rental value (for Downtown parking facilities) will be made beginning with the 20^th month of the term and continuing for five years thereafter; and
• After the initial five-year period, the Developer shall pay 90 percent of the Downtown fair market rental value.

In addition to the land sales revenue of $100, the City Centre Redevelopment Project Fund will realize property tax increment revenue. Based on the overall project value, the Project Area will collect tax increment revenue through 2021 (the last year the Agency can collect tax increment revenue) totaling roughly $2.6 million in nominal terms of $1.6 million in present value terms (using a 6 percent discount rate). Also the Agency will generate income from the proposed parking lease. That amount is estimated at just over $4.9 million (nominal terms) and $860,000 (present value terms). In total, the projected revenue associated with the Civic Plaza project is $7.5 million in nominal terms and $2.4 million in present value dollars.

If the proposed Burbank Civic Plaza project is approved on March 11, 2003, the Developer will proceed with design development drawings and construction plans. Groundbreaking is anticipated for late fall of 2003. Project construction is expected to take 16 to 18 months with a projected completion of mid-winter 2005.

The fiscal impacts of moving forward with the entire site right now are clearly balanced with the benefits of completing one of the key Downtown development opportunity sites. The approval of the Burbank Civic Plaza project, coupled with the approved Burbank Village Walk project, will implement the Agency�s vision for Opportunity Site No. 2. The complimentary components of the two projects will provide a seamless transition from the downtown village ambiance of San Fernando Boulevard to the Civic District beginning at Olive Avenue and Third Street. The proposed office development will provide additional daytime population, which will help support our downtown restaurants, shops and services. Lastly, the proposed project supports the goals of the City Centre Redevelopment Plan and will complete the Redevelopment Agency�s master-plan efforts in revitalizing the block.

Staff recommends that the Redevelopment Agency Board and the Council adopt the proposed Ordinance and Resolution(s) approving the land use entitlements and sale of Agency property for the proposed Burbank Civic Plaza project.

Recommendation:

1. Adoption of proposed City Council resolution entitled:

A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK APPROVING TERMS AND PROVISIONS AND AUTHORIZING THE EXECUTION OF A COOPERATION AGREEMENT BETWEEN THE CITY AND THE REDEVELOPMENT AGENCY OF THE CITY OF BURBANK AND CONSENTING TO THE SALE OF PROPERTY (BURBANK CIVIC PLAZA).

2. Introduction of proposed ordinance entitled: (motion and voice vote only)

AN ORDINANCE OF THE COUNCIL OF THE CITY OF BURBANK APPROVING PLANNED DEVELOPMENT NO. 2002-3 AND A DEVELOPMENT AGREEMENT RELATED THERETO (BURBANK CIVIC PLAZA, L.L.C., APPLICANT).

3. Adoption of propose Redevelopment Agency resolution entitled:

A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF BURBANK APPROVING THE TERMS AND PROVISIONS AND AUTHORIZING EXECUTION OF THE DISPOSITION AND DEVELOPMENT AGREEMENT AND A PARKING LEASE BETWEEN THE AGENCY AND BURBANK CIVIC PLAZA LLC.; AND APPROVING THE TERMS AND PROVISIONS AND AUTHORIZING THE EXECUTION OF A COOPERATION AGREEMENT BETWEEN THE CITY OF BURBANK AND THE AGENCY RELATING TO THE COURTHOUSE PARKING FACILITY (BURBANK CIVIC PLAZA).

RECESS to conclude the City Council meeting.

ADJOURNMENT.