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RES-ORA-0451 Owner Participation Agreement W. Chapman Ave. N. Citrust St.I I RESOLUTION NO. ORA- 0451 A RESOLUTION OF THE ORANGE REDEVELOPMENT AGENCY APPROVING AN OWNER PARTICIPATION AGREEMENT WITH VALENTINE REALTY COMPANY, INC. AND ! DC WEST, LLC, AS TENANTS IN COMMON,RELATING TO REDEVELOPMENT OF PROPERTY COMMONLY KNOWN AS 1005-1015, 1031, 1037 AND 1103 W. CHAPMAN AVENUE AND 112 N.CITRUS STREET IN THE ORANGE MERGED AND AMENDED REDEVELOPMENT PROJECT AREA.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 CRL); 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 Orange City Council on November 13, 2001 by Ordinance No. 2101, pursuant to the CRL; and WHEREAS, the Agency is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Redevelopment Project Area; and WHEREAS, Valentine Realty Company, Inc. and IDC West, LLC, as tenants in common (collectively, the Participant), have proposed to enter into an Owner Participation Agreement (the OPA) with the Agency, pursuant to which the Agency will convey to the Participant certain Agency-owned real property in the Redevelopment Project Area consisting of four (4) parcels of real property commonly known as 1103 W. Chapman Avenue, 1031 W.Chapman Avenue, 1005-1015 W. Chapman Avenue and 112 N. Citrus Street (collectively,the Agency Parcels) for redevelopment by the Participant, along with the Participant's Parcel as defined below), with a medical office building, consisting of approximately 16,849 square feet of gross leaseable space with ground-level parking containing approximately 101 parking stalls (the Project); and WHEREAS, the Participant owns certain real property in the Redevelopment Project Area located adjacent to the Agency Parcels and commonly known as 1037 W. Chapman Avenue (the Participant's Parcel) and, therefore, qualifies as an "owner participant" under Section 33339 of the CRL WHEREAS, the Agency currently holds a leasehold interest in and to the Participant's Property under that certain Ground Lease dated as of March I, 2003 (the Ground Lease); and WHEREAS, the Participant has requested the Agency to terminate its leasehold interest in and to the Participant's Property concurrently with the Agency's conveyance of the Agency Parcels so that the Participant's Parcel and the Agency's Parcels Parcel (collectively, the Site) may be developed, improved, used and maintained by the Participant free of the terms and provisions of the Ground Lease for the Project but in accordance with the terms and conditions of the OPA; and WHEREAS, prior to the Agency's acqulSltlOn of the Agency Parcels and its leasehold interest in and to the Participant's Parcel and prior to the Participant's acquisition of the Participant's Parcel, the City, the Agency's predecessor in interest to the Agency Parcels, and the Participant's predecessor in interest to the Participant's Parcel executed and recorded that certain Covenants and Agreement to Hold Property as One Parcel for Building Requirements, dated July 24,2003 (the Lot-Tie Agreement), for the purpose of enabling the Agency Parcels and the Participant's Parcel to be held, conveyed, encumbered, used,occupied, developed, maintained, and improved as one parcel and not sold or occupied separately; and WHEREAS, the Participant has requested the Agency and the City to terminate the Lot-Tie Agreement concurrently with the conveyance of the Agency Parcels to the Participant so that the Site may be developed, improved, used and maintained by the Participant free of the terms and provisions of the Lot-Tie Agreement but in accordance with any and all land use and other entitlements or approvals which may be required by the City or any other governmental agency affected by the constrnction of the Project and in accordance with the terms and conditions of the OPA; and WHEREAS, there is no longer any need for the Lot-Tie Agreement and the Agency desires to release and terminate the Lot-Tie Agreement in accordance with the terms and provisions ofthe OPA; and WHEREAS, the Participant has executed and submitted to the Agency copies of the OP A in a form that is acceptable to the Participant, which provides for the conveyance of the Agency Parcels from the Agency to the Participant for the purchase price and upon the terms stated therein and calling for the proposed redevelopment of the Site with the Project; and WHEREAS, as the lead agency under the California Environmental Quality Act California Public Resources Code Section 21000 et seq. and hereinafter referred to as CEQA), and pursuant to the authority granted to it by the Orange Municipal Code, the Planning Commission of the City of Orange heretofore considered the proposed Project and Negative Declaration 1765-05 (the Negative Declaration), including an Initial Study prepared for the Project and comments received during the public review process, and found no substantial evidence that the Project would have a significant impact on the environment.Accordingly, the Planning Commission adopted the Negative Declaration and approved Conditional Use Permit 2571-05 and Major Site Plan Review 391-05 for the Project by the adoption I I WHEREAS, as a responsible agency under CEQA and in accordance with Section 15096 of the State CEQA Guidelines, the Agency has independently reviewed and considered the Negative Declaration and finds and determines that none of the conditions set forth in Section 15162 of the State CEQA Guidelines calling for the preparation of a supplement to the Negative Declaration have occurred; to wit, no new effects could occur or no new mitigation measures are required in connection with the sale of the Agency Parcels to the Participant and the redevelopment of the Site with the Project pursuant to the OPA, and potentially significant environmental effects have been reduced to an acceptable level in that all significant environmental effects have been eliminated or substantially lessened; and WHEREAS, after publication of notice as required by law, a joint public hearing has been duly held by this Board of Directors and the City Council in accordance with Section 33433 of the CRL on the proposed sale of the Agency Parcels in accordance with the terms and provisions of the OPA; and WHEREAS, this Board of Directors has duly considered all terms and conditions of the OP A and believes that the conveyance of the Agency Parcels to the Participant and development of the Site pursuant to the OPA is 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 obj ecti ves of the CRL, as well as the Redevelopment Plan for the Redevelopment Proj ect 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: I. The foregoing recitals are true and correct. 2. The Negative Declaration was presented to the members of the Board of Directors of the Agency and they have independently reviewed and considered the information contained therein prior to taking any action to approve or conditionally approve the OP A and any other actions, proceedings and matters related thereto. 3. That the Project described in the Negative Declaration and the OPA does not involve new environmental impacts not covered in the Negative Declaration and will have no significant effect on the environment except as identified and considered in the Negative Declaration. 4. That for the Project described in the Negative Declaration and the OPA, 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 hereby authorized and directed on behalf of the Agency to file with the Clerk of Orange County a Notice of Determination in accordance with Section l5096(i) of the State CEQA Guidelines. 3 6. The sale of the Agency Parcels to the Participant in accordance with the terms and provisions of the OPA will assist in the elimination of blight and is consistent with the Agency's adopted Implementation Plan for the reasons outlined in the agenda report presented to this Board of Directors and in the summary report required by Section 33433 of the CRL. 7. The consideration to be received by the Agency from the Participant for the sale of the Agency Parcels in accordance with the terms and provisions of the OPA is not less than the fair market value at their highest and best use in accordance with the Redevelopment Plan for the Redevelopment Proj ect Area. 8. The terms and provisions of the OPA between the Agency and the Participant, with respect to the development of the Project, in the form submitted and executed by the Participant, are approved and that the Chairman is authorized to execute, and the Agency Clerk to attest, the OF A on behalf of the Agency. A copy of the OP A, when executed by both parties, shall be placed on file in the office of the Agency Clerk. 9. Except as may otherwise be provided in the OPA, the Executive Director is hereby authorized and directed to execute on behalf of the Agency all documents necessary and appropriate to carry out and implement the OPA and to administer the Agency's obligations, responsibilities and duties to be performed thereunder. ADOPTED this 28th day of March, 2006. Mark A. Murphy, Chairm ATTEST: MaryE.~Clerk ~ I, MARY E. MURPHY, 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 28th day of March, 2006, by the following vote: AYES: NOES: ABSENT: ABSTAIN: DIRECTORS: Smith, Ambriz, Murphy, Cavecche, Dumitru DIRECTORS: None DIRECTORS: None DIRECTORS: None Ct<<a . ?J- Mary E. M~lerk 4