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HomeMy WebLinkAbout2006 CON CDC Palm Plaza Associates - Assignment & AssumptionASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Agreement") is made and entered into this 20th day of June, 2006, by and between the Acevedo Group, a California corporation, hereinafter referred to as "Assignor," and Palm Plaza Associates, a California limited liability company, hereinafter referred to as "Assignee," and the Community Development Commission of the City of National City, a community development commission, hereinafter referred to as "CDC." RECITALS A. On January 10, 2006, Assignor entered into a written Exclusive Negotiation Agreement with CDC. B. Assignor wishes to assign to Assignee its rights and delegate its duties under the Exclusive Negotiation Agreement with CDC, hereinafter referred to as "the Agreement". Assignee is willing to accept and assume said assignment of rights and delegation of duties, and CDC is willing to consent to said assignment and delegation by Assignor, and to the acceptance and assumption of said assignment and delegation by Assignee, all subject to the terms and conditions set forth herein. NOW, THEREFORE, it is hereby agreed to the parties hereto as follows: 1. Assignor hereby assigns to Assignee all of its right, title and interest in and to the Agreement. By this assignment, Assignor further delegates to Assignee all of Assignor's duties and obligations of performance of the Agreement. 2. Assignee hereby accepts, assumes and agrees to perform all duties and obligations that Assignor has under the Agreement, as if Assignee had been an original party to the Agreement. 3. CDC hereby consents to the above assignment of rights and delegation of duties by Assignor, and to the acceptance and assumption of said assignment of rights and delegation of duties by Assignee. 4. This Assignment and each of its provisions shall be binding on and shall inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors, and assigns of the parties to this Assignment. 5. This Assignment may be amended only by a writing signed by the parties hereto. 6. This Assignment shall be governed by and construed in accordance with the laws of California. 7. The parties have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. All requisite action (corporate, trust, partnership or otherwise) has been taken by the parties in connection with the entering into this Agreement. No consent of any judicial or administrative body, governmental authority or other party, entity or person is required. The individuals executing this Agreement on behalf of the parties have the legal power, right, and actual authority to bind the parties to the terms and conditions hereof and thereof. This Agreement shall be a valid, legally binding obligation of and enforceable against the parties in accordance with its terms. 8. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 9. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Delegation Agreement on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: APPROVED AS TO FORM: By: George H. Eiser, III Legal Counsel d'THE - DO GRO ' , A 1 - Y rir 7 B: By: ASSOCIA j, LLC Assignee June 2006 2 Assignment and Assumption Agreement CDC, The Acevedo Group, & Palm Plaza Associates, LLC RESOLUTION NO. 2006-116 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION AUTHORIZING THE CHAIRMAN TO EXECUTE AN ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN THE ACEVEDO GROUP, PALM PLAZA ASSOCIATES, LLC, AND THE COMMUNITY DEVELOPMENT COMMISSION FOR A 1.07-ACRE PARCEL LOCATED AT 1640 EAST PLAZA BOULEVARD (APN# 557-410-20) WHEREAS, on January 10, 2006, the Community Development Commission of the City of National City (CDC) and the Acevedo Group entered into an Exclusive Negotiation Agreement (ENA) for a 1.07-acre parcel located at 1640 East Plaza Boulevard; and WHEREAS, since approval of the ENA, the Acevedo Group has partnered with the Planet Development Corporation and Desert Wells, LLC to prepare plans to develop a residential/commercial mixed use project for the subject parcel, as well as for a parcel the partnership controls just west of the location; and WHEREAS, as a result of their partnership, the Acevedo Group has requested that the CDC assign the ENA to the subject property to their newly formed Palm Plaza Associates, LLC; and WHEREAS, the newly formed partnership is qualified and experienced, and has the financial capability to develop a mixed use project for the subject property. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Assignment and Assumption Agreement between the Acevedo Group, Palm Plaza Associates, LLC, and the CDC for a 1.07-acre parcel located at 1640 East Plaza Boulevard. Said Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 20" day of June 2006. Nic ._'a,_ hairman ATTEST: / • r Chris Zapata, cretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel Passed and adopted by the Community Development Commission of National City, California, on June 20, 2006, by the following vote, to -wit: Ayes: Councilmembers: Inzunza, Morrison, Parra, Zarate. Nays: Natividad. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA By: Chairman Cpiunity Development Commission Secretary Community De )6pment Commission Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-116 of the Community Development Commission of the City of National City, California, passed and adopted on June 20, 2006. Secretary Community Development Commission By: Deputy City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 July 5, 2006 Mr. Juan Pablo Marical • Palm Plaza Associates 12760 High Bluff Drive San Diego, CA 92130 Project: National City —1640 East Plaza Blvd. Assignment and Assumption, Resolution No. 2006-116 Dear Mr. Marical: On June 20, 2006, the Community Development Commission of the City of National City passed and adopted Resolution No. 2006 - 116, executing an assignment and assumption agreement between the Acevedo Group, Palm Plaza Associates, LLC. and the Community Development Commission of the City of National City. We are pleased to enclose one fully executed original contract and one certified copy of the Resolution for your records. Sincerely, Michael R. Dalla City Clerk MRD Enclosure cc: CDC Acevedo Group File C2006-XX ® Recycled Paper Page 1 of 1 Xavier Del Valle From: Cecy London [cecy@margroup.com] Sent: Monday, July 03, 2006 3:36 PM To: Xavier Del Valle Subject: Palm Plaza Drawings Xavier, will deliver the Palm Plaza drawings to you on Wed. Let me know if it's really OK with you. Mar Group LR C ,t,.. f, 12760 High Bluff Drive Z �j Suite --(' San Diego, CA 92130 858-794-2600 office 858-794-2604 fax 619-985-1862 cell 7/5/2006 City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 July 5, 2006 Mr. Juan Pablo Marical • Palm Plaza Associates 12760 High Bluff Drive San Diego, CA 92130 Project: National City —1640 East Plaza Blvd. Assignment and Assumption, Resolution No. 2006-116 Dear Mr. Marical: On June 20, 2006, the Community Development Commission of the City of National City passed and adopted Resolution No. 2006 - 116, executing an assignment and assumption agreement between the Acevedo Group, Palm Plaza Associates, LLC. and the Community Development Commission of the City of National City. We are pleased to enclose one fully executed original contract and one certified copy of the Resolution for your records. Sincerely, 4 Michael R. Dalla City Clerk MRD Enclosure cc: CDC /Acevedo Group 1 lG File C2006-XX ® Recycled Paper City Of National City Office of the -City Clerk 1243 National City Boulevard National City, California 91950 410c- alc- mwss V-12.60A kt) seaske Af1-A.,(AS4R CA 9Sk. 3 RETURN SERVICE REQUESTED The Acevedo Group 23801 Calabasas Road, Suite 2000 Calabasas, E RtiCOglifthaiaiteMNOA 397 "raZi 4112, 01 17,2123 US POSTAGE. NIXIE . 913 .........O7Jij. RETURN TO SENDER NOT DEU1VERAOLE AS ADDRESSED UNAOLE TO F'ORWARD OC: 91950439799 *1252-07420-11-3S Ni11ow111iLtd11i1l1111h1111111111111111111111111,�111111 City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE Tune 70, 2006 AGENDA ITEM NO. 41 ITEM TITLE Resolution approving an Assignment and Assumption Agreement between the Acevedo Group, Palm Plaza Associates, LLC, and the Community Development Commission of National City for a 1.07- acre parcel located at 1640 East Plaza Boulevard (APN# 557-410-20) and authorizing the Chairman to execute said Agreement. PREPARED BY Xavier Del Valle Senior Project Manager DEPARTMENT Community Development Commission EXPLANATION On January 10, 2006, the CDC and the Acevedo Group entered into an Exclusive Negotiation Agreement (ENA) for a 1.07-acre parcel located at 1640 East Plaza Boulevard (formerly known as the Days Inn site). The purpose of the ENA is to encourage the timely revitalization of the underutilized parcel, which is owned by the CDC. Since the ENA's approval, the Acevedo Group has partnered with the Planet Development Corporation and Desert Wells, LLC to prepare plans to develop a residential/commercial mixed use project for the subject parcel, as well as for a parcel they control just west of the location. As a result of this partnership, they have requested that the CDC assign the ENA to the subject property to their newly formed Palm Plaza Associates, LLC. The newly formed partnership is qualified and experienced, and has the financial capability to develop a mixed use project for the subject property. As result, staff recommends approval of the proposed Assignment and Assumption Agreement. Preliminary plans for development of the subject site are slated to be presented 4) to the CDC Board in late July 2006. Environmental Review The proposed Agreement is exempt from CEQA review. Financial Statement A $25,000 deposit from the Developer has been received by the CDC to offset the costs associated with implementing the Agreement. STAFF RECOMMENDATION CDC adopt resolution approving an Assignment and Assumption Agreement between the Acevedo Group, Palm Plaza Associates, LLC, and the Community Development Commission of National City for a 1.07-acre parcel located at 1640 East Plaza Boulevard. BOARD / COMMISSION RECOMMENDATION J 1 ATTACHMENTS 1. Resolution 2. Letter from Acevedo Group 3. Assignment and Assumption Agreement Resolution No. 2 no/0 1 I A-200 (9/80) RESOLUTION NO. 2006 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION AUTHORIZING THE CHAIRMAN TO EXECUTE AN ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN THE ACEVEDO GROUP, PALM PLAZA ASSOCIATES, LLC, AND THE COMMUNITY DEVELOPMENT COMMISSION FOR A 1.07-ACRE PARCEL LOCATED AT 1640 EAST PLAZA BOULEVARD (APN# 557-410-20) WHEREAS, on January 10, 2006, the Community Development Commission of the City of National City (CDC) and the Acevedo Group entered into an Exclusive Negotiation Agreement (ENA) for a 1.07-acre parcel located at 1640 East Plaza Boulevard; and WHEREAS, since approval of the ENA, the Acevedo Group has partnered with the Planet Development Corporation and Desert Wells, LLC to prepare plans to develop a residential/commercial mixed use project for the subject parcel, as well as for a parcel the partnership controls just west of the location; and WHEREAS, as a result of their partnership, the Acevedo Group has requested that the CDC assign the ENA to the subject property to their newly formed Palm Plaza Associates, LLC; and WHEREAS, the newly formed partnership is qualified and experienced, and has the financial capability to develop a mixed use project for the subject property. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Assignment and Assumption Agreement between the Acevedo Group, Palm Plaza Associates, LLC, and the CDC for a 1.07-acre parcel located at 1640 East Plaza Boulevard. Said Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 201h day of June 2006. Nick Inzunza, Chairman ATTEST: Chris Zapata, Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel The Acevedo -Group 21801,Calabaaas Road, into 2000 Ca1abaaaS4 CA Aprit6,2006 Mr.Xavier Del Valle Project 1Viatiagr National CIO* Connnuni 140 E 12* &met National City, CA Xavier Deveioimeii iflflISsiOfl Aeor(6g,to dlaust'Viteitis....e diNA signed on 1-1446 brand betweeuGba ad Tbe A7063i6-40 rOV**'Wnt,tld-l*n'to ottait#04,0:11**00.0 of Pfrtaininata ASSOlates, L.:M*4014d amongst Theee4Q-am.11p,,allet-rfeYagFaerit 0x-pcotiOrt "44. 0,14,14tjx4aiad6Ntiopintthe, proppraosieW1,44 171 114.g0 ntnnnooS$7-41'0-20.4V=410-2d, az$ 4iivatio jetty ersafter, *6 rattiest to attignth Auocattg,- =141 entkond'ENA, „ ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Agreement") is made and entered into this 20th day of June, 2006, by and between the Acevedo Group, a California corporation, hereinafter referred to as "Assignor," and Palm Plaza Associates, a California limited liability company, hereinafter referred to as "Assignee," and the Community Development Commission of the City of National City, a community development commission, hereinafter referred to as "CDC." RECITALS A. On January 10, 2006, Assignor entered into a written Exclusive Negotiation Agreement with CDC. B. Assignor wishes to assign to Assignee its rights and delegate its duties under the Exclusive Negotiation Agreement with CDC, hereinafter referred to as "the Agreement". Assignee is willing to accept and assume said assignment of rights and delegation of duties, and CDC is willing to consent to said assignment and delegation by Assignor, and to the acceptance and assumption of said assignment and delegation by Assignee, all subject to the terms and conditions set forth herein. NOW, THEREFORE, it is hereby agreed to the parties hereto as follows: 1. Assignor hereby assigns to Assignee all of its right, title and interest in and to the Agreement. By this assignment, Assignor further delegates to Assignee all of Assignor's duties and obligations of performance of the Agreement. 2. Assignee hereby accepts, assumes and agrees to perform all duties and obligations that Assignor has under the Agreement, as if Assignee had been an original party to the Agreement. 3. CDC hereby consents to the above assignment of rights and delegation of duties by Assignor, and to the acceptance and assumption of said assignment of rights and delegation of duties by Assignee. 4. This Assignment and each of its provisions shall be binding on and shall inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors, and assigns of the parties to this Assignment. 5. This Assignment may be amended only by a writing signed by the parties hereto. 6. This Assignment shall be governed by and construed in accordance with the laws of California. 7. The parties have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. All requisite action (corporate, trust, partnership or otherwise) has been taken by the parties in connection with the entering into this Agreement. No consent of any judicial or administrative body, governmental authority or other party, entity or person is required. The individuals executing this Agreement on behalf of the parties have the legal power, right, and actual authority to bind the parties to the terms and conditions hereof and thereof. This Agreement shall be a valid, legally binding obligation of and enforceable against the parties in accordance with its terms. 8. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 9. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Delegation Agreement on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: Nick Inzunza Chairman THE ACEVEDO GROUP, Assignor By: APPROVED AS TO FORM: PALM PLAZA ASSOCIATES, LLC Assignee By: By: George H. Eiser, III Legal Counsel By: June 2006 2 Assignment and Assumption Agreement CDC, The Acevedo Group, & Palm Plaza Associates, LLC ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Agreement") is made and entered into this 20th day of June, 2006, by and between the Acevedo Group, a California corporation, hereinafter referred to as "Assignor," and Palm Plaza Associates, a California limited liability company, hereinafter referred to as "Assignee," and the Community Development Commission of the City of National City, a community development commission, hereinafter referred to as "CDC." RECITALS A. On January 10, 2006, Assignor entered into a written Exclusive Negotiation Agreement with CDC. B. Assignor wishes to assign to Assignee its rights and delegate its duties under the Exclusive Negotiation Agreement with CDC, hereinafter referred to as "the Agreement". Assignee is willing to accept and assume said assignment of rights and delegation of duties, and CDC is willing to consent to said assignment and delegation by Assignor, and to the acceptance and assumption of said assignment and delegation by Assignee, all subject to the terms and conditions set forth herein. NOW, THEREFORE, it is hereby agreed to the parties hereto as follows: 1. Assignor hereby assigns to Assignee all of its right, title and interest in and to the Agreement. By this assignment, Assignor further delegates to Assignee all of Assignor's duties and obligations of performance of the Agreement. 2. Assignee hereby accepts, assumes and agrees to perform all duties and obligations that Assignor has under the Agreement, as if Assignee had been an original party to the Agreement. 3. CDC hereby consents to the above assignment of rights and delegation of duties by Assignor, and to the acceptance and assumption of said assignment of rights and delegation of duties by Assignee. 4. This Assignment and each of its provisions shall be binding on and shall inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors, and assigns of the parties to this Assignment. hereto. 5. This Assignment may be amended only by a writing signed by the parties 6. This Assignment shall be governed by and construed in accordance with the laws of California. 7. The parties have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. All requisite action (corporate, trust, partnership or otherwise) has been taken by the parties in connection with the entering into this Agreement. No consent of any judicial or administrative body, governmental authority or other party, entity or person is required. The individuals executing this Agreement on behalf of the parties have the legal power, right, and actual authority to bind the parties to the terms and conditions hereof and thereof. This Agreement shall be a valid, legally binding obligation of and enforceable against the parties in accordance with its terms. 8. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 9. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Delegation Agreement on the date and year first above written. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: Nick Chairman APPROVED AS TO FORM: By: George H. Eiser, III Legal Counsel VEDO GRO ,_signor A ASSOC Assignee June 200E 2 Assigtrment and Assumption Agreement CDC, The Acevedo Group, & Palm Plaza Associates, LLC RESOLUTION NO. 2006-116 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION AUTHORIZING THE CHAIRMAN TO EXECUTE AN ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN THE ACEVEDO GROUP, PALM PLAZA ASSOCIATES, LLC, AND THE COMMUNITY DEVELOPMENT COMMISSION FOR A 1.07-ACRE PARCEL LOCATED AT 1640 EAST PLAZA BOULEVARD (APN# 557-410-20) WHEREAS, on January 10, 2006, the Community Development Commission of the City of National City (CDC) and the Acevedo Group entered into an Exclusive Negotiation Agreement (ENA) for a 1.07-acre parcel located at 1640 East Plaza Boulevard; and WHEREAS, since approval of the ENA, the Acevedo Group has partnered with the Planet Development Corporation and Desert Wells, LLC to prepare plans to develop a residential/commercial mixed use project for the subject parcel, as well as for a parcel the partnership controls just west of the location; and WHEREAS, as a result of their partnership, the Acevedo Group has requested that the CDC assign the ENA to the subject property to their newly formed Palm Plaza Associates, LLC; and WHEREAS, the newly formed partnership is qualified and experienced, and has the financial capability to develop a mixed use project for the subject property. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Assignment and Assumption Agreement between the Acevedo Group, Palm Plaza Associates, LLC, and the CDC for a 1.07-acre parcel located at 1640 East Plaza Boulevard. Said Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 20h day of June 2006. Nic ATTEST: APPROVED AS TO FORM: George H. Eiser, III Legal Counsel Passed and adopted by the Community Development Commission of the City of National City, California, on June 20, 2006, by the following vote, to -wit: Ayes: Councilmembers: Inzunza, Morrison, Parra, Zarate. Nays: Natividad. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Chairman Community Development Commission CHRIS ZAPATA Secretary Community Development Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-116 of the Community Development Commission of the City of National City, California, passed and adopted on June 20, 2006. Secretary Comn1 itv7. evelopment Commission By: Deputy