Loading...
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 2 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 range 3 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 4