RES-10312 Lease & Sublease of Parking Area The Block at Orange ProjectRESOLUTION NO. 10312
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF ORANGE APPROVING AND
AUTHORIZING THE EXECUTION OF AN
ASSIGNMENT, ASSUMPTION AND CONSENT
AGREEMENT BY AND AMONG THE CITY OF
ORANGE, THE ORANGE REDEVELOPMENT
AGENCY, AND ORANGE CITY MILLS LIMITED
PARTNERSHIP, WITH RESPECT TO A LEASE
AND SUBLEASE OF A PARKING AREA WITHIN
THE BLOCK AT ORANGE PROJECT, AND
CONSENTING TO THE AGREEMENT OF THE
ORANGE REDEVELOPMENT AGENCY OF RENT
UNDER THE SUBJECT LEASE.
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 herein referred to as the Redevelopment Law); 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, pursuant to the Redevelopment Law, the Amended and Restated
Redevelopment Plan (the Redevelopment Plan) for the Orange Merged and Amended
Redevelopment Project Area (the Redevelopment Project Area) was duly approved by the
City Council by the adoption of Ordinance No. 21-01 on November 27,2001;
and WHEREAS, pursuant to the Redevelopment Law, the Agency is engaged
in activities necessary to carry out and implement the Redevelopment Plan for
the Redevelopment Project Area;
and WHEREAS, The Mills Limited Partnership, a Delaware limited partnership (
as Developer therein) and the Agency entered into that certain unrecorded Disposition
and Development Agreement dated as of September 10, 1996 (the DDA), concerning certain
real property (the Property) now known as The Block at Orange, containing commercial
and retail development, restaurants, a 30-screen movie theater, and a skate park.
The Mills Limited Partnership assigned its rights and obligations under the DDA to Orange
City Mills Limited Partnership (Orange City Mills) by that certain Assignment
and Assumption Agreement dated as of April 16,
1997; and WHEREAS, Orange City Mills (as the Landlord) and the City (as
the Tenant),entered into that certain Parking Area Lease Agreement (the Original Parking
dated as of December 23, 1997, concerning a portion of the Property (the Parking Site). The
Parking Site is depicted in Exhibit A, attached hereto. A Memorandum of the Parking Area
Lease Agreement was recorded in the Official Records of the County of Orange, State of
California (the Official Records) on January 7, 2004 as Instrument No. 2004000012366 (the
Original Parking Lease). Under the terms of the Original Parking Lease, Orange City Mills
agreed to lease the Parking Site to the City for use as a parking lot, jointly in conjunction
with Orange City Mills's use thereof as a parking lot for the adjoining shopping center
improvements, for a term of twelve (12) years. The Original Parking Lease was amended by
that certain First Amendment to Parking Area Lease Agreement dated February 25, 2004
between Landlord and Tenant, which was recorded in the Official Records on March 12,
2004 as Instrument No. 2004000203737 (the First Amendment; the Original Parking Lease
as amended by the First Amendment is referred to herein as the Amended Lease); and
WHEREAS, the City (as the Sublandlord) and Orange City Mills (as the Subtenant)
entered into that certain Parking Area Sublease dated as of December 23, 1997 (the Original
Parking Sublease), a Memorandum of which was recorded in the Official Records on January
7, 2004 as Instrument No. 2004000012366. Under the terms of the Original Parking
Sublease, the City agreed to sublease the Parking Site to Orange City Mills, for use as a
public parking lot, jointly in conjunction with Orange City Mills's use thereof as a parking
lot for the adjoining shopping center improvements, for a term of twelve (12) years. The
Original Parking Sublease was amended by that certain First Amendment to Parking
Sublease dated February 25, 2004 between Subtenant and Sublandlord, which was recorded
in the Official Records on March 12, 2004 as Instrument No. 2004000203738 (the First
Sublease Amendment; the Original Parking Sublease as amended by the First Sublease
Amendment is referred to herein as the Amended Sublease); and
WHEREAS, Section 33445 of the Redevelopment Law authorizes the Agency, with
the consent of the City Council, to pay all or a part of the value of land, and the cost of the
installation and construction of buildings, facilities, structures or other improvements, if the
City Council determines that (a) the buildings, facilities, structures or other improvements are
of benefit to the Redevelopment Project Area; (b) no other reasonable means of financing the
buildings, facilities, structures or other improvements are available to the City; (c) the
payment of funds for the acquisition of land or the cost of buildings, facilities, structures or
other improvements will assist in the elimination of one or more blighting conditions inside
the Redevelopment Project Area, and is consistent with the Agency's adopted
Implementation Plan; and
WHEREAS, the City desires to assign to the Agency: (i) the City's interest as the
Tenant under the Amended Lease, and (ii) the City's interest as the Sublandlord under the
Amended Sublease, and as a consequence thereof, among other things, the Agency shall
assume all the rental obligations under the Amended Lease; and
WHEREAS, in furtherance of the Redevelopment Plan for the Redevelopment
Project Area and the public purposes of both the Agency and the City, the Agency and the
City desire to enter into that certain Assignment, Assumption and Consent Agreement in the
form presented at the meeting at which this Resolution is adopted (the Assignment), pursuant
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to which Assignment the City will assign to the Agency, and the Agency will assume, the
City's obligations under the Amended Lease and the Amended Sublease, including, without
limitation, the obligations to pay rent under the Amended Lease; and
WHEREAS, on the basis of the facts set forth in the agenda report pI'esented to it and
any testimony received at the meeting at which this matter was considered, this City Council
has duly considered all of the terms and conditions of the proposed Assignment and believes
that the Assignment is in the best interests of the Agency and 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.
NOW, THEREFORE, the City Council of the City of Orange 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:
Section 1.The foregoing recitals are true and correct.
Section 2. The City Council hereby finds and determines as follows: (i) the
rights granted under the Amended Lease are of benefit to the Redevelopment Project Area;
ii) the payment by the Agency of funds as rent for the value of such land and parking lot
improvements described in the Amended Lease shall assist in the elimination of one or more
blighting conditions inside the Redevelopment Project Area; (iii) the payment by the Agency
of funds as rent under the Amended Lease is consistent with the Agency's implementation
plan adopted pursuant to Section 33490 of the Redevelopment Law; and (iv) no other
reasonable means of financing such improvements is available to the City.
Section 3. The Assignment from the City to the Agency, a copy of which is on
file with the City Clerk, is hereby approved, and the Mayor is authorized and directed to
execute, and the City Clerk to attest, said Assignment on behalf of the City.
Section 4. The City Council hereby consents to the Agency's agreement, as set
forth in the Assignment, to pay the rent obligations set forth in the Amended Lease.
Section 5. The officers and employees of the City are authorized and directed,
jointly and severally, to do any and all things necessary or advisable in order to effectuate the
purposes of this Resolution and to administer the City's obligations, responsibilities and
duties to be performed hereunder, and all actions previously taken by such officers and
employees in connection with the Assignment are ratified and approved.
ADOPTED this 22nd day of July, 2008
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ATTEST:
Orange
I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby
certify that the foregoing Resolution was duly and regularly adopted by the City Council of
the City of Orange at a regular meeting thereof held on the 22nd day of July, 2008, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
COUNCILMEMBERS: Smith, Murphy, Cavecche, Dumitru, Bilodeau
COUNCILMEMBERS: None
COUNCILMEMBERS: None
COUNCILMEMBERS: None
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