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RES-ORA-0512 Orange City Mills Limited PartnershipRESOLUTION NO.ORA- 0512 A RESOLUTION OF THE ORANGE REDEVELOPMENT AGENCY APPROVING AND AUTHORIZING THE EXECUTION OF AN ACQUISITION AGREEMENT WITH ORANGE CITY MILLS LIMITED PARTNERSHIP RELATING TO THE CONSTRUCTION AND ACQUISITION OF A PUBLIC ROADWAY SERVING A RETAIL SHOPPING CENTER COMMONLY KNOWN AS THE BLOCK AT ORANGE WITHIN THE ORANGE MERGED AND AMENDED REDEVELOPMENT PROJECT AREA; APPROVING AND AUTHORIZING EXECUTION OF A COOPERATION AGREEMENT WITH THE CITY OF ORANGE; AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH.WHEREAS, the Orange Redevelopment Agency, a public body, corporate and politic the "Agency"), has been duly created, established and authorized to transact business and exercise its powers under and pursuant to the Community Redevelopment Law ( commencing with Section 33000 of the Health and Safety Code of the State of California); and WHEREAS, the City of Orange (the "City") is a municipal corporation, which exercises governmental functions and powers and is organized and existing under the laws of the State of California; and WHEREAS, by Ordinance No. 21-01 adopted on November 27, 2001, the City Council of the City of Orange adopted and approved the Amended and Restated Redevelopment Plan (the "Redevelopment Plan") for the Orange Merged and Amended Redevelopment Project Area (the "Redevelopment Project Area"); and WHEREAS, the Agency is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Redevelopment Project Area; and WHEREAS, Orange City Mills Limited Partnership, a Delaware limited partnership herein referred to as "OCMLP"), Orange City Mills II Limited Partnership, a Delaware limited partnership (herein referred to as "OCMIILP"), and Orange City Mills III Limited Partnership, a Delaware limited partnership (herein referred to, individually, as "OCMIIILP"and, collectively, with OCMLP and OCMIILP as the "Developer") are, collectively, the owner of an entertainment/retail commercial shopping center in the Redevelopment Project Area that is commonly known as "The Block at Orange" (herein referred to as the "Shopping WHEREAS, the Developer has submitted an application to the City to develop certain additional private development improvements at the Shopping Center (herein referred to as the "Retail Expansion"), which application has been approved by the City subject to the satisfaction by the Developer of certain conditions of regulatory approval; and WHEREAS, among the conditions of regulatory approval for the Retail Expansion is the requirement for the construction of an internal roadway linking the inner ring road at the Shopping Center to the Metropolitan Drive/State Route 22 off- and on-ramp intersection herein referred to as the "Fourth Leg Improvements") and the conveyance to the Agency of the Fourth Leg Improvements and the land upon which the Fourth Leg Improvements are constructed (herein referred to as the "Fourth Leg Site"); and WHEREAS, OCMLP has proposed to enter into an Acquisition Agreement with the Agency, pursuant to which OCMLP agrees to construct the Fourth Leg Improvements and,upon completion thereof, to convey the Fourth Leg Site and the Fourth Leg Improvements to the Agency, and the Agency agrees to reimburse OCMLP up to $4,700,000 for the substantiated cost of the Fourth Leg Improvements; and WHEREAS, OCMLP has executed and submitted to the Agency copies of the Acquisition Agreement in a form that is acceptable to OCMLP and, by its execution of the Acquisition Agreement, OCMLP recognizes that its construction of the Fourth Leg Improvements in accordance with the Acquisition Agreement will be subject to public bidding and prevailing wage requirements of the State of California and the Agency; and WHEREAS, the Board of Directors of the Agency (herein referred to as the " Agency Board") finds and determines that the Agency will contribute no money to the Retail Expansion other than the money required to reimburse OCMLP for the substantiated cost of construction of the Fourth Leg Improvements under the terms and conditions set forth in the Acquisition Agreement, and, with the exception of accepting and taking ownership of the Fourth Leg Improvements and the Fourth Leg Site following construction thereof by OCMLP, the Agency will not maintain any proprietary interest in the Retail Expansion; and WHEREAS, the Agency Board finds and determines, pursuant to paragraph " 2" of subdivision "(c)" of California Labor Code Section 1720, that only the work associated with the Fourth Leg Improvements, and not the improvements comprising the Retail Expansion to be constructed and installed by the Developer on the Shopping Center, shall be a " public work" subject to the requirements of Chapter 1 of Part 7 of Division 2 of the California Labor Code; and WHEREAS, Section 33445 of the Community Redevelopment Law authorizes the Agency, with the consent of the City Council, to, among other things, pay all or a part of the value of the land for and the cost of installation and construction of any building, facility,structure, or other improvement, which are or will, upon completion, become publicly owned, and are located in or contiguous to the Redevelopment Project Area, upon the making of the following findings: a) That the acquisition of land or the installation or construction of the buildings, facilities, structures, or other improvements are of benefit to the redevelopment project area by helping to eliminate blight within the redevelopment project area or providing housing for low- or moderate-income persons; and b) That no other reasonable means of financing the acquisition of the land or installation or construction of the buildings, facilities, structures, or other improvements are available to the community; and c) That the payment of funds for the acquisition of land or the cost of the buildings,facilities, structures, or other improvements is consistent with the implementation plan adopted by the redevelopment agency pursuant to Section 33490 of the Community Redevelopment Law (herein referred to collectively as the " 33445 Findings").WHEREAS, by its adoption of Resolution No. 10442, the City Council of the City of Orange has determined that there were sufficient facts supporting the 33445 Findings and the reimbursement by the Agency to OCMLP of up to $4,700,000 for the substantiated cost of the Fourth Leg Improvements in accordance with the terms of the Acquisition Agreement; and WHEREAS, prior to theDeveloper's current application for the Retail Expansion of the Shopping Center, OCMLP submitted an application to the City in 2004, seeking entitlements for the then proposed expansion of the Shopping Center (herein referred to as the "Proposed 2004 Expansion"). As the "lead agency" under the California Environmental Quality Act (herein referred to as "CEQA"), the City conducted an environmental review of the Proposed 2004 Expansion uses. As a result of its review, Final Environmental Impact Report 1721-03 (herein referred to as the "Final EIR") was prepared and certified by the City Council in accordance with CEQA by the adoption of Resolution No. 9810 on January 13, 2004; and WHEREAS, thereafter, in 2005, OCMLP submitted an application to the City for the modification of the Proposed 2004 Expansion uses, which included the Fourth Leg Improvements (herein referred to as the "Proposed 2005 Expansion"). In response, the City conducted an environmental review of the Proposed 2005 Expansion uses. As a result of its review, an Addendum to the Final EIR was prepared for the Proposed 2005 Expansion uses herein referred to as the "First Addendum") because it appeared to the City Council that none of the conditions described in Section 15162 [of the State CEQA Guidelines] calling for the preparation of a subsequent EIR or negative declaration [had] occurred". By the adoption of Resolution No. 10049 on December 13, 2005, the City Council approved the First Addendum to the Final EIR; and WHEREAS, due to market factors and various circumstances, the Developer subsequently determined that it could not proceed with the Proposed 2004 Expansion uses, as modified by the Proposed 2005 Expansion, and has, instead, submitted the current application to the City to develop the aforementioned Retail Expansion. In response, the City an environmental review of the proposed Retail Expansion. The City Council determined, as the "lead agency" under CEQA, to prepare a second Addendum to the Final EIR (herein referred to as the "Second Addendum") because it appeared to the City Council that "none of the conditions described in Section 15162 [of the State CEQA Guidelines] calling for the preparation of a subsequent EIR or negative declaration have occurred" and that, based upon substantial evidence contained therein, the Second Addendum is all that is necessary in connection with the proposed Retail Expansion (including the Fourth Leg Improvements) and the approval thereof. By the adoption of a Resolution on or about the same date as this Resolution, the City Council approved the Second Addendum; and WHEREAS, as a "responsible agency" under CEQA and in accordance with Section 15096 of the State CEQA Guidelines, the members of the Agency Board, in their capacity as members of the City Council of the City of Orange in connection with their consideration of the entitlements required for approval of the Retail Expansion of the Shopping Center, have reviewed and considered the First Addendum and the Second Addendum to the Final EIR. Accordingly, the Agency Board finds and determines that none of the conditions set forth in Section 15162 of the State CEQA Guidelines calling for the preparation of a subsequent EIR or negative declaration have occurred; to wit, no new effects could occur or no new mitigation measures are required in connection with the development and construction of the Fourth Leg Improvements pursuant to the Acquisition Agreement; and WHEREAS, the City is authorized by Section 33220 of the Community Redevelopment Law to aid and cooperate with the Agency in the planning, undertaking, construction or operation of redevelopment projects within the Redevelopment Project Area, upon the terms and with or without consideration as it determines; and WHEREAS, in furtherance of the Redevelopment Plan for the Redevelopment Project Area, the Agency has requested that the City aid and cooperate in the undertaking of the redevelopment of the Shopping Center with the Retail Expansion by entering into a Cooperation Agreement with the Agency, in the form presented to this Agency Board, pursuant to which the City will inspect and supervise the construction of the Fourth Leg Improvements in consideration for the payment to the City of not more than $100,000.00 to be used by the City solely for inspection and supervision services to be provided by City staff or a consultant(s) (if any) retained, or to be retained, by the City for that purpose. Moreover, the Cooperation Agreement provides that, following the Agency's acceptance of title to the Fourth Leg Improvements and the Fourth Leg Site from OCMLP, the City will, itself, accept an easement from the Agency for street and highway purposes (including an easement for public utilities or other public improvements) in and to the Fourth Leg Improvements and the Fourth Leg Site, which will permit the City to properly own, operate and maintain the Fourth Leg Improvements and the Fourth Leg Site; subject, however, to the on-going maintenance,repair, upkeep, rehabilitation, reconstruction and replacement obligations of the Developer pursuant to the terms and provisions of the Acquisition Agreement; and WHEREAS, by its adoption of Resolution No. 10442, the City Council of the City of Orange has approved the terms and provisions of the Cooperation Agreement; and WHEREAS, this Agency Board has duly considered all of the terms and conditions of the Acquisition Agreement and the Cooperation Agreement and believes that the construction of the Fourth Leg Improvements and conveyance of the Fourth Leg Site pursuant to the Acquisition Agreement, as well as the payment to the City of an amount not in excess of $100,000 under the terms of the Cooperation Agreement, are in the best interest of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements, and that such activities promote the objectives of the Community Redevelopment Law, as well as the Redevelopment Plan for the Redevelopment Project Area. NOW, THEREFORE, the Board of Directors of the Orange Redevelopment Agency, resolves, finds and determines, on the basis of the facts set forth in the agenda report presented to it and any testimony received at the meeting at which this matter was considered, as follows: 1. The foregoing recitals are true and correct. 2. The First Addendum and the Second Addendum to the Final EIR were presented to the members of the Agency Board in their capacity as members of the City Council of the City of Orange for the purpose of consideration of the entitlements required for approval of the Retail Expansion of the Shopping Center. As such, the Agency Board has considered the information contained therein prior to taking any action to approve or conditionally approve the Acquisition Agreement and any other actions, proceedings and matters related thereto. 3. That the construction of the Fourth Leg Improvements and the conveyance thereof to the Agency, as described in the Acquisition Agreement, does not involve new environmental impacts not covered in the Final EIR, the First Addendum or the Second Addendum thereto and will have no significant effect on the environment, except as identified and considered in the Final EIR or the First Addendum or Second Addendum thereto. 4. That for the Fourth Leg Improvements described in the Acquisition Agreement, it is neither necessary nor required that a subsequent or supplemental negative declaration or environmental impact report be prepared. 5. Accordingly, the Agency Clerk is authorized and directed on behalf of the Agency to file with the Clerk of Orange County a Notice of Determination in accordance with Section 15096(1) of the State CEQA Guidelines. 6. The Agency Board finds and determines that the Agency's financial participation in the construction of the Fourth Leg Improvements and the acquisition of the Fourth Leg Site and the Fourth Leg Improvements will benefit the City and are of benefit to the Redevelopment Project Area. 7. Other than the agreement of the Agency to fund the cost of the Fourth Leg Improvements, no other reasonable means of financing the Fourth Leg Improvements are available to the community. 5 8. The Agency's payment of funds for the cost of the Fourth Leg Improvements in accordance with the terms of the Acquisition Agreement and the construction of the Fourth Leg Improvements, themselves, will assist in the elimination of one or more blighting conditions inside the Redevelopment Project Area, and is consistent with the Implementation Plan adopted by the Agency for the Redevelopment Project Area pursuant to Section 33490 of the of the Community Redevelopment Law. 9. The terms and provisions of the Acquisition Agreement between the Agency and OCMLP, with respect to the development and construction of the Fourth Leg Improvements, in the form submitted and executed by OCMLP, are approved, and the Chairman is authorized to execute, and the Agency Clerk to attest, the Acquisition Agreement on behalf of the Agency. A copy of the Acquisition Agreement, when executed by both parties, shall be placed on file in the office of the Agency Clerk. 10. Except as may otherwise be provided in the Acquisition Agreement, the Executive Director is authorized and directed to execute on behalf of the Agency all documents necessary and appropriate to carry out and implement the Acquisition Agreement and to administer the Agency's obligations, responsibilities and duties to be performed thereunder. 11. The terms and provisions of the Cooperation Agreement in the form presented to this Agency Board, is approved and the Chairman is authorized and directed to execute, and the Agency Clerk to attest, the Cooperation Agreement on behalf of the Agency. 12. Except as may otherwise be provided in the Cooperation Agreement, the Executive Director of the Agency is authorized and directed to execute on behalf of the Agency all documents necessary and appropriate to carry out and implement the Cooperation Agreement and to administer the Agency's obligations, responsibilities and duties to be performed thereunder. ADOPTED this 8`'' day of June, 2010. ATTEST: Mary E. , Ag cy Clerk 6 I hereby certify that the foregoing Resolution was duly and regularly adopted by the Orange Redevelopment Agency at a regular meeting thereof held on the 8th day of June, 2010, by the following vote: AYES: DIRECTORS: Murphy, Cavecche, Dumitru, Bilodeau NOES: DIRECTORS: None ABSENT: DIRECTORS: None ABSTAIN (RECUSED): DIRECTORS: Smith Mary E. Mu Agency Clerk 7