RES-ORA-0492 Lease & Sublease of Parking Area The Block at Orange ProjectRESOLUTION NO. ORA-
0492 A RESOLUTION OF THE
ORANGE REDEVELOPMENT AGENCY 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.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, 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 on November 27,
2001 by Ordinance No. 21-01, pursuant to the Redevelopment
Law; 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 Area Lease)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
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
to which Assignment the City will assign to the Agency, and the Agency will assume, the
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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, the Board of Directors 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 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:
Section 1.The foregoing recitals are true and correct.
Section 2. The Agency 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 Agency Clerk, is hereby approved, and the Agency Chairman is authorized and
directed to execute, and the Agency Clerk to attest, said Assignment on behalf ofthe Agency.
Section 4. The officers and employees of the Agency 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 Agency's obligations, responsibilities and
duties to be performed hereunder, and all actions previously taken by such officers and
employees in connection with the Agreement are ratified and approved.
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ADOPTED this 22nd day of July, 2008.
ATTEST:
M~~
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 Orange
Redevelopment Agency at a regular meeting thereof held on the 22nd day of July, 2008, by
the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
DIRECTORS: Smith, Murphy, Cavecche, Dumitru, Bilodeau
DIRECTORS: None
DIRECTORS: None
DIRECTORS: None
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