RES-ORA-0278 First Amendment to Disposition and Development Agreement between Redevelopment Agency and Home Depot USA, Inc.RESOLUTION NO. ORA-
0278 A RESOLUTION OF THE ORANGE REDEVELOPMENT
AGENCY APPROVING THE FIRST AMENDMENT TO DISPOSITION
AND DEVELOPMENT AGREEMENT BETWEEN THE
ORANGE REDEVELOPMENT AGENCY AND HOME DEPOT U.S.A.,
INC.WHEREAS. the Orange Redevelopment Agency (the" Agency") is engaged in
activities necessary to execute and implement the Redevelopment Plan (the "Redevelopment Plan") for
the_Northwest Redevelopment Project (the "Project");
and WHEREAS, the Agency and Home Depot U.S.A., Inc.. a Delaware corporation (
the Developer") entered into a certain Disposition and Development Agreement dated as
of Tnn'" )4 ,1991 (the "DDA"). which was approved by the Agency by its
Resolution No. ORA-225 as adopted on May 28, 1991 with respect to two certain parcels of
property as more particularly described in Attachment No.2 to the DDA ("Parcel No. I"
and "Parcel No.
2"); and WHEREAS, the DDA provides that the Agency is to make certain payments
to the Developer upon the Developer first satisfying certain conditions precedent as set forth
in Sections 203 and 204 of the DDA (the "Conditions
Precedent"); and WHEREAS, the Developer has completed construction of that construction
required on Parcel No. 1 by the DDA and is operating a full-service Home
Depot store; and WHEREAS, notwithstanding the disposition and development of Parcel
No.2 as contemplated by the parties pursuant to the DDA, the Developer has
experienced difficulty in effecting the development of Parcel
No.2; and WHEREAS, the Agency and the Developer propose to make certain changes
to the DDA as more fully set forth in the First Amendment to Disposition and
Development Agreement (the First Amendment") which includes the Developer seeking (i) to extend its
times for performance with respect to the disposition and development of Parcel No.2 as provided in the
DDA; (ii) to have the Agency delete as a condition precedent to the making of payments by the
Agency to the Developer pursuant to the DDA the development of Parcel No.2; and (
iii) seeks the disbursement of One Hundred Ninety Eight Thousand Six Hundred Sixty-
Five Dollars ($198,665)the "Negotiated Amount") pursuant to Section 3 of the First
Amendment. In exchange, the Developer has proposed that: (i) the rate of interest accruing on amounts
payable by the Agency to the Developer pursuant to the DDA be lowered from ten percent (10%)
to eight percent (8%);ii) an additional condition precedent be added to Sections 203 and 204 of
the DDA that the Developer generate to the Agency or the City of Orange (the "City") as the
amount of sales tax received and retained by the Agency or City in each year the amount of
not less than One Hundred Fifty Thousand Dollars ($150,000), and that if such amount is
not so received and retained from sales tax by the City or Agency during any year, no interest
shall accrue or be payable in. respect to such year; (iii) the accrual of interest and the
distribution to theDeveloper of "Annual Per.formance Credits" [as defined in the DDA] shall accrue from
a point not earlier than the date the Agency approves this First Amendment by a vote of
its governing board (the First Amendment Date") rather than the date of the DDA; (iv)
guaranteed to the City by the Developer pursuant to Section 807 of the DDA be increased from
One Hundred Thousand Dollars ($100,000) per year to One Hundred Fifty Thousand Dollars
150,000) per year; and (v) the maximum value of payments to be made to the Developer
pursuant to Section 201 of the DDA, shall not exceed One Million Four Hundred Ninety-
Five Thousand Six Hundred Thirty-Nine Dollars ($1,495,639) as more particularly provided
in Section 2 of the First
Amendment; and WHEREAS, pursuant to Section 33433 of the Community
Redevelopment Law California Health and Safety Code Section 33000, et ~.), the Agency was authorized,
with the majority approval of the City Council after public hearing, to dispose of
property for redevelopment pursuant to the Redevelopment
Plan; and WHEREAS, the Agency. following a duly-noticed public hearing and with
the consent of the City Council, approved the DDA, which provided, in part for
the acquisition and disposition of real property and for the provision of certain assistance by
the Agency; and WHEREAS, the parties to the DDA have determined that certain provisions
of the DDA no longer best serve the mutual interests of the parties and that the interests of
both will be advanced by the approval of that certain document entitled "First Amendment
to Disposition and Development Agreement By and Between the Orange Redevelopment AgencyandHomeDepotU.S.A.. Inc.", in the form submitted herewith (the "
First Amendment"); and WHEREAS, the activities contemplated by the First AmendmenthasbeenpreviouslyevaluatedpursuanttotheCaliforniaEnvironmentalQuality
Act ("CEQA"); and WHEREAS, all actions required by all applicable law with respect to
the proposed First Amendment have been taken in an appropriate and
timely manner; and WHEREAS, the Agency has duly considered all terms and conditionsoftheproposedFirstAmendmentandbelievesthatthedispositionoftheSitepursuanttheretois
in the best interests of the City of Orange and the health, safety, and welfare of its residents,
and in accord with the public purposes and provisions of applicable state and local
laws and requirements.NOW, THEREFORE, BE IT RESOLVED by the Orange
Redevelopment
Agency as follows:Section I. The Agency hereby finds and determines, based
upon substantial evidence provided in the record before it. that the consideration for the disposition of
certain real property pursuant to the First Amendment is not less than the consideration which the
Agency was entitled to pursuant
to the DDA.Section 2. The Agency hereby finds and determines that.the
First Amendment, will promote the elimination of blight within the Project Area by encouraging
the reuse and .redevelopment of a portion of the Project Area which waS declared blighted
for the reasons described above and the continued operation of a highly-visible
commercial use which stimulates business activity
within the Project Area.PUBL; 15521_11391
Section 3.. Subject to the consent of the City Council being obtained, the AgencyherebyapprovestheexecutionoftheFirstAmendmentandauthorizesanddirectstheChairman
or the Executive Director of the Agency to execute the First Amendment on behal f of the
Agency. A copy of the First Amendment when executed shall be placed on file in the office of
the Agency Clerk. The Executive Director of the Agency is authorized to implement the First
Amendment and take all actions and execute all escrow documents and other documents
necessary or appropriate to carry out the First Amendment.
Section s.The Agency Clerk shall certify to the adoption of this Resolution.
APPROVED AND ADOPTED this 1 :>th day of Julv 1994.
ATTEST:
GENE REYER
Chairman, Orange Redevelopment Agency
Ry: ~~~
Ice Chairman
A/~; ~
Agency lerkC/'
PUBL:
15522_11391182359.38 3
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
Mril~ d .I, l,.nQO", , Clerk of the Orange Re evelopment Agency, do hereby certify that the
foregoing Resolution No. 8~% was introduced and adopted at a regular meeting provided by law
of the of Orange Redevelopment Agency held on the 12th day of July , 1994, by the
following vote of the members thereof:
AYES:AGENCY MEMBERS: SPURGEON, BARRERA, COONTZ, MURPHY
NOES:AGENCY MEMBERS: NONE
ABSENT:AGENCY MEMBERS: BEYER
ABSTAIN:AGENCY MEMBERS: NONE
vice
AND I FURTHER certify that the Chairman of the Orange Redevelopment Agency
signed said Resolution No. 8~8 on the 26tlalayof July , 1994.
5% ~u.
e;CLERK <
r: T~AN. EVELOPMENT AGENCY
uaU
5522_113911 82359.38 4