Minutes of the Regular Meeting Of

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MINUTES OF THE REGULAR MEETING OF THE CRA/LA, A DESIGNATED LOCAL AUTHORITY (SUCCESSOR TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA) HELD ON MAY 5, 2016 ______

The Regular Meeting of the CRA/LA, a Designated Local Authority and Successor to the Community Redevelopment Agency of the City of Los Angeles, California was held at the Kenneth Hahn Hall of Administration, 500 West Temple Street, 3rd Floor, Room 374-A, Los Angeles, California, at 9:30 a.m. on April 7, 2016.

The meeting was called to order at 9:30 a.m. by Chair Rising. As Acting Recording Secretary, Blanca Huerta recorded the minutes of the meeting.

Copies of exhibits are available upon request and payment of the nominal copying charges. Tapes of the meeting are available for one year from the date of adoption of the minutes for this meeting and are in the Records Department. Members of the public may listen to the tapes by making a request to the Records Department.

ROLL CALL

The Acting Recording Secretary took the roll and noted the following present:

Nelson Rising, Chair Mee Semcken, Vice Chair

The Chair declared a quorum in attendance.

Also in attendance were:

Steve Valenzuela, Chief Executive Officer, CRA/LA-DLA Tom Webber, Legal Counsel, CRA/LA-DLA

Chair Rising requested the Agenda be re-ordered and Item 13 – Closed Session, be considered as the first order of business. There was no public comment.

13. CLOSED SESSION

RECESS

A. POTENTIAL LITIGATION

1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION (Section 54956.9)(d) of the Govt. Code) (3 cases)

B. LABOR NEGOTIATIONS

2. CONFERENCE WITH LABOR NEGOTIATORS: (Government Code Section 54957.6(a))

Conference with labor negotiators to receive direction from the Governing Board regarding negotiation of a Memorandum of Understanding with employees represented by the American Federation of State, County and Municipal Employees Local No 585, as well as Confidential and Unrepresented Employees. Designated Representatives: Steve Valenzuela, Barron McCoy and Thomas Webber.

RESUMPTION OF MEETING

Mr. Webber reported that the Governing Board took no reportable action in closed session.

CONSENT ITEMS

Chair Rising requested that, in the absence of public speakers and requests for presentations by the Governing Board on the consent items, the Board Members consider a consent calendar to approve Items 1 and 1a. Ms. Semcken made a motion to approve Items 1 and 1a. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

1. APPROVAL OF APRIL 7, 2016 REGULAR MEETING MINUTES.

1a. GARLAND BUILDING. DELEGATION OF AUTHORITY TO THE CEO OR DESIGNEE TO NEGOTIATE AND APPROVE MATTERS RELATED TO LEASE AND/OR SUBLEASE.

THAT THE GOVERNING BOARD DELEGATE AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OR DESIGNEE TO NEGOTIATE AND APPROVE MATTERS RELATED TO THE LEASE AND/OR SUBLEASES BETWEEN CRA/LA AND CHARTER HOLDINGS, INC. OR ANY SUCCESSOR-IN-INTEREST (LANDLORD) AND BETWEEN CRA/LA AND LA CARE HEALTH PLAN (LA CARE) AND HERBA LIFE FOR THE GARLAND BUILDING LOCATED AT 1200 WEST 7TH STREET, LOS ANGELES.

ACTION ITEMS

2. TAX ALLOCATION BOND REFUNDING PROGRAM. APPROVAL OF LEGAL DOCUMENTS AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS BY THE CRA/LA TO THE COUNTY OF L.A. REFUNDING AUTHORITY.

Ms. Sylvia Amaya, Chief Accounting Officer, joined by Ms. Timiko Martinez, Finance Officer, presented the item. Ms. Amaya stated that CRA/LA is recommending approval to refund certain CRA/LA tax allocation bonds and related Financing Authority bonds, through the County of Los Angeles’ Bond Refunding Program, and adoption of a Resolution authorizing the issue of 2016 Tax Allocation Refunding Bonds. Ms. Amaya added this would be the CRA/LA’s third Bond Refunding through the County’s program. The proposed 2016 refunding will include forty-six (46) bond issues, resulting in concurrent refunding of nine Authority bond issues. The pricing final rating and closing is scheduled to occur during the month of August; the total par amount of the refunding will be approximately $264 million and the Net Present Value (NPV) savings is estimated to be approximately $31 million, which will be achieved over the life of the refunded bonds. She then introduced Mr. Doug Barron, with the County’s Chief Executive Office, who provided an update on the status of the County bond refunding program. Mr. Barron reported that, in aggregate, CRA/LA has accounted for about 40% of the total volume of the County program to date. The current refunding before the Governing Board is the most ambitious to date, refunding 46 different series of CRA/LA bonds from 23 different project areas. The refunding bonds will be secured by a pledge of RPTTF from all project areas. This provides for very strong coverage and will help in marketing the refunding with both investors and rating agencies. The refunding bonds will be sold exclusively as taxable debt, due to an interest in maintaining compliance with IRS guidelines. Mr. Barron noted that the taxable market is currently very strong and the savings remain substantial. He added that approximately $30 million of NPV savings could be realized over the life of the refunding bonds. For the City and County, this will amount to about $15-20 million in gross savings for each entity over the life of the bonds. Following Mr. Barron’s presentation, Ms. Semcken asked if there were other bonds that will need refinancing in the future. Ms. Amaya replied this would be the last refunding, as only two bond series will remain and they are non-callable.

Ms. Semcken then moved that the Governing Board, adopt, subject to Oversight Board approval, a Resolution which approves and authorizes the execution of various documents required to implement the refunding and approves various actions necessary to complete the refunding of the tax allocation bond issuances as follows: (1) Adelante Eastside, Series B, C, & D; (2) Beacon Street, Series C; (3) Broadway/Manchester, Series A; (4) Bunker Hill, Grand Central Square Multifamily Housing Revenue Refunding Series 2007A; (5) Council District 9 Corridors (Santa Monica Freeway), Series A, B, C, D and E; (6)Crenshaw Slauson, Series A and B; (7) East Hollywood/Beverly-

Normandie, Series A and B; (8) Exposition/University Park, Series E; (9) Hollywood Series, E and F; (10) Laurel Canyon, Series B and C; (11) Monterey Hills, Series D; (12) Normandie 5, Series E; (13) North Hollywood, Series G and H; (14) Pacific Corridor, Series A; (15) Pacoima/Panorama City, Series A, B, C, and D; (16) Pico Union 1, Series C; (17) Pico Union 2, Series A and B; (18) Reseda/Canoga Park, Series A, B, C, D, and E; (19) Vermont/Manchester, Series A; (20) Watts, Series A; (21) Watts Corridors, Series A; (22) Wilshire Center/Koreatown Series A, B, and C; (23) Westlake, Series A and B; and (24) Western/Slauson, Series A. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

3. SALE OF REAL PROPERTY. APPROVAL OF PURCHASE AND SALE AGREEMENT WITH THE COLBURN SCHOOL FOR THE DISPOSITION OF THE REAL PROPERTY ASSET IDENTIFIED AS ASSET ID NO. 170 IN THE LONG RANGE PROPERTY MANAGEMENT PLAN FOR $180,000.

Mr. Dan Kahn, Sr. Real Estate Development Agent, presented the recommendation. He stated that the fee interest at The Colburn School is recommended to be sold to the Colburn School for the fair market value of $180,000. Mr. Kahn added that this item was approved by the Governing Board in December 2015; but the Oversight Board was unable to reach the required votes for approval, and the item was received and filed. The Colburn School has submitted correspondence to the Agency regarding its community benefits. He noted that the terms in the purchase and sale agreement have not changed from the December action. CRA/LA staff recommends that the Governing Board affirm its earlier action which would then be transmitted to the Oversight Board for reconsideration. Public comment was heard from Mr. Shinaan Krakowsky, JMF Development, who objected to the recommended action. Public comment continued and was heard from Mr. Michael Sfregola and Mr. Sel Kardan, The Colburn School. The Acting Recording Secretary acknowledged that correspondence was received from the Krakowsky Michel Law firm and copies were distributed to the Governing Board. Following public comment Ms. Semcken commented that the Governing and Oversight Boards have an obligation to maximize the value of all CRA/LA properties. She noted that her review of the Colburn documents do justify the difference in values between the amount proposed by the highest bidder and Colburn. Ms. Semcken then moved to disapprove the purchase and sale with the Colburn School, and directed that CRA/LA staff meet with The Colburn School representatives to renegotiate the sales price. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN DISAPPROVED UNANIMOUSLY.

4. CITY DEPARTMENT OF TRANSPORTATION LOAN. DETERMINE THAT A CITY LOAN IS AN ENFORCEABLE OBLIGATION BY FINDING IT WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES.

Mr. Barron McCoy, Chief Operating Officer, gave the presentation. He stated that a loan of $960,000 between the Los Angeles Department of Transportation and Former Agency is an enforceable obligation. The

loan was structured so the Former Agency would begin repayment of the loan following issuance of the Certificate of Occupancy for the Centre Streets mixed-use development. Following the presentation, the Governing Board members had brief comments and questions. Ms. Semcken then moved that the Governing Board determine, subject to Oversight Board approval, that the April 27, 2005 Agreement between the Former Agency and City Department of Transportation (LADOT), through which the City loaned $960,000 to the Former Agency, is an enforceable obligation by findng that the loan was for legitimate redevelopment purposes. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

OTHER ACTION ITEMS

5. EXCLUSION OF PROPERTY FROM OWNER PARTICIPATION AGREEMENT. REMOVE AN APPROXIMATELY 5,800 SQUARE FOOT PARCEL LOCATED AT 1327 S. WEST BOULEVARD FROM OBLIGATIONS UNDER THE MIDTOWN CROSSING OWNER PARTICIPATION AGREEMENT, IN CONSIDERATION FOR A $184,000 PAYMENT

Mr. Dan Kahn, Sr. Real Estate Development Agent, presented the item. Following the presentation, the Governing Board had brief questions and comments. Ms. Semcken then moved that the Governing Board authorize the Chief Executive Officer to negotiate and execute an agreement with the Developer to exclude an approximately 5,800 square vacant and unimproved parcel not utilized as part of the Midtown Crossing Retail Center. In return, the developer, CIM/PICO, LP will reimburse CRA/LA in the amount of $184,000. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

6. LAND USE APPROVAL, 732 S. SPRING STREET – NON-MONETARY ACTION. CONSIDERATION OF MITIGATED NEGATIVE DECLARATION ENV-2015-2631-MND AND APPROVAL OF A DENSITY VARIATION OF 49,999 SQUARE FEET OF FLOOR AREA TO ALLOW THE CONSTRUCTION OF A 24-STORY MIXED-USE DEVELOPMENT, LOCATED AT 732 S. SPRING STREET IN THE CITY CENTER REDEVELOPMENT PROJECT AREA.

Mr. Craig Bullock, Special Projects Officer, presented the recommendation. The project involves a proposed high-rise tower comprised of 308 condominiums and 7,200 square feet of ground floor retail space and is slightly less than an acre in size. The open space will exceed code requirements. Vehicle and bicycle parking are to code. In addition, the project will provide 80 parking spaces for the neighboring Great Republic Life historic building next door. The developer has also agreed to pay $1.4 million to the City for community benefits. In order to allow the land use and community benefits, the project requires additional density of less than 50,000 square feet. The City Center Redevelopment Plan allows the Governing Board to grant a density variation of up to 49,999 square feet provided certain findings can be made. CRA staff reviewed the project and determined that the required findings can be met. Ms.

Semcken inquired about the TFAR payment to the City and if it is based on the City’s formula. Mr. Steve Valenzuela, Chief Executive Officer, stated that the community benefit payment was not related to TFAR and floor area of less than 50,000 square feet constitutes a density variation that is allowed in the plan. The floor area transfers of greater than 50,000 square feet must abide by the City TFAR Ordinance and required TFAR payments. Mr. Valenzuela stated that at the city’s request and in consideration for the city’s approval, the developer has agreed to make a public benefit contribution. Ms. Semcken then moved that the Governing Board take the following actions: (1) Adopt a resolution certifying that the Governing Board has reviewed and considered the environmental effects of the proposed project as shown in the City of Los Angeles’ Mitigated Negative Declaration ENV-2015-2631-MND (“MND”), pursuant to California Environmental Quality Act (“CEQA”) Guidelines set forth in California Code of Regulations Section 15096(f) and (2) Approve a density variation of not more than 49,999 square feet, pursuant to Sections 512.6 and 520 of the City Center Redevelopment Plan, by making the necessary determinations which will permit the development of a 24-story mixed-use development located at 732 S. Spring Street. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

7. PALLADIUM RESIDENCES – LAND USE APPROVAL– NON-MONETARY ACTION. REVIEW AND CONSIDER THE ENVIRONMENTAL IMPACT REPORT AND AUTHORIZE EXECUTION OF A LAND USE OWNER PARTICIPATION AGREEMENT WITH CH PALLADIUM, LLC ALLOWING A 6:1 FLOOR AREA RATIO FOR THE DEVELOPMENT OF THE PALLADIUM RESIDENCES, LOCATED AT 6201-6229 SUNSET BOULEVARD IN THE HOLLYWOOD REDEVELOPMENT PROJECT AREA

Mr. Craig Bullock, Special Projects Officer, presented the recommendation. Mr. Bullock reported that the proposed project involves the construction of two towers consisting of 731 apartments, of which five percent (5%) will be income restricted and 24,000 square feet of ground-floor retail space fronting Sunset Boulevard will be provided in the Hollywood Redevelopment Project Area. The project will rehabilitate and restore the Palladium, an iconic Hollywood entertainment venue which has been identified by the CRA/LA as a historic resource. Upon completion, the Palladium will be nominated for a historic cultural monument status. Mr. Bullock noted a correction to the Board memo on page 2, which stated that the project was approved by the City Council on March 22, 2016 and not March 24, 2016. In addition, the Mayor approved the City actions on March 24, 2016, not March 29, 2016. In order to proceed, the proposed project requires certain discretionary approvals by the CRA/LA. The Hollywood Redevelopment Plan allows the Governing Board to grant an increase in floor area of up to 6:1, provided certain findings can be made. CRA/LA staff has reviewed and conducted a careful study of the project and has determined that the required findings can be met as more fully described in the Board memo. Ms. Blanca Huerta, Acting Recording Secretary, acknowledged and read into the record that correspondence was received from The Silverstein Law Firm and Latham & Watkins. Following the presentation, Mr. Rising

called for public comment. Public comment was heard from Ms. Miki Jackson, AIDS Healthcare Foundation; Mr. Doug Haines; and Mr. Daniel Wright, Silverstein Law Firm, representing AIDS Health Foundation; Mr. Brian Folb, commercial property owner on Sunset Boulevard; Mr. Alfred Hernandez, Chair, Urban Policy Committee/Hollywood Network Coalition; Ms. Maria Coronado, South West Regional Council of Carpenters; Mr. Adam Tartakovsky, Crescent Heights; Ms. Lucinda Starrett, Latham & Watkins; Ms. Laurie Goldman, President of the Hollywood Central Park; and Ms. Nicole Shahinian, Hollywood Chamber of Commerce. Following public comment, Ms. Semcken moved that the Governing Board take the following actions: (1) Adopt a Resolution certifying that it has reviewed and considered the environmental effects of the Proposed Project as shown in the City of Los Angeles Environmental Report (“EIR”) (2) Adopt a resolution making certain Findings and Determinations pursuant to the Hollywood Redevelopment Plan allowing for the increase in development density to 6:1 in connection with the proposed development at 6201 – 6219 Sunset Boulevard (“Project”); and (3) Authorize the Chief Executive Officer or designee to execute a Land Use Owner Participation Agreement with CH Palladium LLC (“Developer”), for the Project and the restoration of the Hollywood Palladium. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

8. THOMPSON HOTEL – LAND USE APPROVAL – NON-MONETARY ACTION. REVIEW AND CONSIDER THE MITIGATED NEGATIVE DECLARATION (ENV-2014-3707-MND) PREPARED FOR THE PROJECT, ADOPT LAND USE FINDINGS, AND AUTHORIZE EXECUTION OF A LAND USE OWNER PARTICIPATION AGREEMENT WITH WILCOX HOTEL, LLC ALLOWING A 6:1 FLOOR AREA RATIO FOR THE DEVELOPMENT OF THE THOMPSON HOTEL AT 1541 NORTH WILCOX AVENUE IN THE HOLLYWOOD REDEVELOPMENT PROJECT AREA

Mr. Craig Bullock, Special Projects Officer, presented the item. He noted that the item relates to the proposed construction of a 200- room hotel fronting Wilcox Street in Hollywood. The site is slightly less than one-half acre in size. Mr. Bullock stated that the Board memo was revised on page two to reflect that the project was approved by the City Council on February 3rd and not February 10th, as indicated in the revised board memo. Mr. Bullock stated that the site had been surveyed four times by the Former Agency, which determined that existing structure was not of architectural or historic significance. In order to proceed, the project requires certain discretionary approvals from the CRA/LA that are allowed by the redevelopment plan. The proposed development has a proposed F.A.R. of 5.5:1. The Hollywood Redevelopment Plan allows the Governing Board to grant an increase in floor area of up to 6:1 provided certain findings can be made. CRA/LA staff conducted a careful review of the project and determined that the required findings can be met. Ms. Blanca Huerta, Acting Recording Secretary, acknowledged that the Governing Board received correspondence from the Silverstein Law Firm. Following the presentation, Mr. Rising called for public comment. Public comment was heard from Ms. Charuni Patibanda, Glaser Weil, on behalf of the Hollywood Regional International Center; Mr. Alfred Hernandez, Chair,

Urban Policy Committee/Hollywood Network Coalition; Ms. Nicole Shahenian, Hollywood Chamber of Commerce; Mr. Brian Folb, commercial property owner on Sunset Boulevard; Mr. Timothy McOsker, Glaser Weil; Daniel Wright, Silverstein Law Firm representing Sunset Landmark Investments; and Mr. Doug Haines. Ms. Semcken inquired about the uses on the corner of Wilcox and Sunset, adjacent to project site. Mr. Bullock’s informed the Governing Board that there is a single- story commercial building on that site. Ms. Semcken then moved that the Governing Board:(1) Adopt a resolution certifying that it has reviewed and considered the environmental effects of the Proposed Project as shown in the City of Los Angeles Mitigated Negative Declaration (“MND”) (ENV-2014-3707-MND); and (2) Adopt a resolution making certain Findings and Determinations pursuant to the Hollywood Redevelopment Plan allowing for the increase in development Floor Area Ratio from 4.5:1 to 6:1 in connection with the proposed development at 1541 Wilcox Avenue (“Project”); and (3) Authorize the Chief Executive Officer or designee to execute a Land Use Owner Participation Agreement with Wilcox Hotel, LLC (“Developer”), for the proposed development at 1541 North Wilcox Avenue. Mr. Rising seconded the motion. BOARD MEMBERS RISING & SEMCKEN APPROVED UNANIMOUSLY.

9. LAND USE OWNER PARTICIPATION AGREEMENTS. DELEGATION OF AUTHORITY TO THE CEO OR DESIGNEE TO ENTER INTO LAND USE OPAs.

Mr. Craig Bullock, Special Projects Officer, presented the item. He stated that this recommendation, if approved, would authorize the Chief Executive Officer or Designee to execute an owner participation agreement (OPA), if required by the underlying redevelopment plans. Mr. Bullock stated that many of the redevelopment plans, and a limited number of City ordinances, require that the project applicant enter into a land use OPA with CRA/LA as a condition of certain discretionary approvals, provided required findings can be made regarding the project’s conformance with the plan’s goals and objectives. Mr. Bullock added that on September 20, 2012, the Governing Board approved delegating authority to the CEO or designee to approve discretionary land use actions for land use variations under the applicable plan. That delegation did not specifically include land use OPA’s and the recommended actions will clarify that the Governing Board has delegated such authority to the CEO. Mr. Steve Valenzuela, Chief Executive Officer, added that the proposed delegation would not eliminate any of the required findings; these will continue to be documented in a memorandum from staff to the CEO in compliance with each redevelopment plan. By approving the requested Delegation of Authority, land use OPAs would no longer require approval from the Governing Board. Ms. Blanca Huerta, Acting Recording Secretary, read into the record correspondence received from the Silverstein Law Firm and noted that copies were distributed to the Governing Board. Public comment was heard from Mr. Daniel Wright, Silverstein Law Firm. Following public comment, Ms. Semcken then moved that the Governing Board adopt a resolution delegating authority to the Chief Executive Officer (“CEO”) or Designee to