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HomeMy WebLinkAboutWal-Mart - Owner Participation Agreement - 2003OWNER PARTICIPATION AGREEMENT THIS Owner Participation Agreement ("Agreement") is entered into on February 4, 2003 by and between Wal-Mart Real Estate Business Trust, a Delaware statutory trust ("Property Owner") and the Community Development Commission of the City of National City, a public body, corporate and politic ("Commission"), with respect to the following facts: RECITALS A. Property Owner owns certain real property located near the southwest corner of Plaza Boulevard and Highland Avenue in the City of National City, California as more specifically described in Exhibit "A" attached herto and incorporated herein by this reference (the "Property") B. The Property is located within the redevelopment project area described in the Commission's Redevelopment Plan (the "Redevelopment Plan") for the National City Redevelopment Project Area (the "Redevelopment Project Area"). C. When Property Owner axquired the Property, the Property included a vacant building previously used for commercial purposes, which improvements represented a blighting condition within the Redevelopment Project Area. D. Property Owner has begun mitigating blighting conditions at the Property. However, at the present time, the Property is lying fallow. Commission desires Property Owner to complete mitigation of blighting conditions at the Property by developing the Property as a commercial center. E. In view of the foregoing, Commisson and Property Owner are entering into this Agreement to implement the Redevelopment Plan for the benefit of the Property and the Redevelopment Project Area and the health, safety and welfare of the residents of the City of National City, in accordance with Health and Safety Code Section 33339, and the purposes and provisions of applicable federal, state and local laws. NOW THEREFORE, in consideration of the foregoing recitals, which recitals are incorporated herein by reference and of the mutual promises and covenants of the parties set forth in this Agreement, the parties agree as follows: OPERATIVE PROVISIONS Section 1. Redevelopment of the Property. Subject to the limitations in Section 2 below, Property Owner agrees that any redevelopment of the Property shall he carried out in accordance with the provisions of the Redevelopment Plan. Section 2. No Covenant to Operate. Notwithstanding any other provision in this Agreement, it is expressly agreed by the parties that nothing contained in this Agreement shall be considered to be a covenant, either express or implied, to construct improvements on the Property, to commence operation of a business on the Property or to thereafter continuously operate a business at the Property. In the event that Property Owner commences a business on the Property, Property Owner may, in its sole and absolute discretion, cease the operation of its business at the Property at any time. Commission hereby waives any legal action for damages or equitable relief which might be available because of such cessation of business by Property Owner, or its successor -in -interest. Section 3. Lead Agency. In light of Commission's substantial role in the redevelopment of the Property, responsibility for overseeing compliance with the Redevelopment Plan and its interest in mitigating the present blighting conditions at the Property, Commission agrees to act as the lead agency (as defined in 14 CCR Section 15051) for the redevelopment of the Property, for purposes of the California Environmental Quality Act (Public Resources Code Section 21000 et seq., as amended). Without limiting the effect of the foregoing, Property Owner shall not be required to obtain separate approvals from the Commission of any of the Property Owner's plans, specifications, drawings or subsequent alterations or modifications related to the redevelopment of the property. Section 4. Non -Discrimination. The terms and provisions of the Health and Safety Code Section 33436 prohibiting various types of unlawful discrimination are hereby incorporated herein by this reference. Section 5. Applicable Law. The Laws of the State of California shall govern the interpretation and enforcement of this Agreement. Section 6. Notices. All notices or other communications required or permitted under this Agreement shall he in writing, and shall be personally delivered or sent by overnight courier/delivery service and shall be deemed received upon delivery to the applicable address shown below. All payments to the Property Owner shall also be sent to the Property Owner at the Property Owner's address for notice, unless otherwise directed in writing by the Property Owner. To: Property Owner To: Commission Wal-Mart Stores, Inc. 2001 S.E. 10th Street Bentonville, AR 72712 Attn: Real Estate Manager Community Development Commission of the City of National City 140 East 12th Street, Suite B National City, CA 91950-3312 Page 2 Revised 5/99 Section 7. Covenants Running with the Land. This Agreement is expressly declared by the parties for themselves and for their successors and assigns, to be for the benefit of the Property and the Redevelopment Project Area. Accordingly, Section 4 of this Agreement, but no other provision contained in this Agreement, is a covenant running with the Property in perpetuity. Section 8. Headings and Attachments. The headings of each section of this Agreement are provided for purposes of reference and convenience only and do not have any meaning independent of the text of the section of the Agreement to which they may generally correspond. Section 9. Severability. If any term, provision or portion of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall he valid and enforceable to the fullest extent permitted by law. Section 10. Entire Agreement. This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not he modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. This Agreement may he executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument. Dated: , 2002 THE COMMUNITY REDEVELOPMENT COMMISSION OF NATIONAL CITY Dated: By: Afe , 2002 WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware statutory trust Vice Preaiderd By: Its: Approv as to le al terms only by WAL RTEGAL DEPT. Date: a - f 9-4 3 N \ W 5 RR\000\Doc\Owner Participation Agreement 3 THE PROPERTY EXHIBIT "A" EXHIBIT "A" THAT PORTION OF 10 ACRE LOTS 12, 13 AND 14 IN QUARTER SECTION 154 IN RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166 MADE BY MORRILL AND FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869, DESCRIBED AS FOLI.OWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID 10 ACRE LOT 12; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT A DISTANCE OF 40.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY ALONG SAID SOUTHERLY LINE TO THE SOUTHEAST CORNER OF THE WESTERLY 20.00 FEET OF THE FAST HALF OF THE WEST IIALF OF SAID 10 ACRE LOT 12; THENCE NORTHERLY ALONG TIIE EASTERLY LINE OF SAID WESTERLY 20.00 FEET AND ALONG THE EASTERLY LINE OF THE WESTERLY 20.00 FEET OF THE EAST HALF OF THE WEST HALF OF SAID 10 ACRE LOT 13 TO THE NORTHERLY LINE OF THE SOUTHERLY 40.00 FEET OF SAID 10 ACRE LOT 13; THENCE WESTERLY ALONG SAID NORTHERLY LINE 5.00 FEET TO THE EASTERLY LINE OF THE WESTERLY 15.00 FEET OF THE EAST ONE-HALF OF THE WEST ONE-HALF OF SAID 10 ACRE LOT 13; THENCE NORTHERLY ALONG SAID EASTERLY LINE TO THE MOST SOUTHERLY CORNER OF LAND CONVEYED TO SUMNER NORMAN STOWE, ET UX, BY DEED DATED OCTOBER 27, 1954 AND RECORDED IN BOOK 5430, PAGE 218 OF OFFICIAL RECORDS; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LAND 155.00 FEET TO THE MOST EASTERLY CORNER OF SAID LAND; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID LAND, 209.00 FEET TO THE SOUTHERLY LINE OF THE NORTH 165.00 FEET OF SAID 10 ACRE LOT 14; THENCE EASTERLY ALONG SAID SOUTHERLY LINE 20.00 FEET TO THE SOUTHEAST CORNER OF I:AND CONVEYED TO MARGARET DUVALL BY DEED DATED JULY 28, 1941 AND RECORDED IN BOOK 1208, PAGE 493 OF OFFICIAL RECORDS; THENCE NORTH 19°00' WEST ALONG THE EASTERLY LINE OF SAID LAND 165.00 FEET TO THE NORTHERLY LINE OF SAID 10 ACRE LOT 14; THENCE EASTERLY ALONG SAID NORTHERLY LINE TO THE NORTHEAST CORNER OF THE WEST HALF OF THE EAST HALF OF SAID 10 ACRE LOT 14; THENCE SO Ite Y ALONG THE EASTERLY LINE OF THE WEST HALF OF THE EAST HALF OF SAID 10 ACRE LOT 14 TO THE NORTHERLY LINE OF SAID 10 ACRE LOT 13; THENCE EASTERLY ALONG SAID NORTHERLY LINE TO THE NORTHWEST CORNER OF THE EASTERLY 40.00 FEET OF SAID 10 ACRE LOT 13; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF THE EASTERLY 40.00 FEET OF SAID 10 ACRE LOTS 13 AND 12 TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION LYING WI'ITIIN CENTER CITY PROJECT, ACCORDING TO MAP THEREOF NO. 8807, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY.