HomeMy WebLinkAbout2025-06-24; City Council; 04; Declaration of the City-Owned Parking Lot Properties located at the Shoppes at Carlsbad as Exempt Surplus LandCA Review AZ
Meeting Date: June 24, 2025
To: Mayor and City Council
From: Geoff Patnoe, City Manager
Staff Contact: Curtis M. Jackson, Real Estate Manager
curtis.jackson@carlsbadca.gov, 442-339-2836
Subject: Declaration of the City-Owned Parking Lot Properties located at the
Shoppes at Carlsbad as Exempt Surplus Land
District: 1
Recommended Action
Adopt a resolution declaring the city-owned parking lot properties located at The Shoppes at
Carlsbad as exempt surplus land under California Government Code Section 54221(f)(1)(J).
Executive Summary
In 2023, Brookfield Properties, owner of The Shoppes at Carlsbad regional shopping center,
approached the city to begin negotiations for either leasing or purchasing the 67.27 acres of
city-owned parking lots surrounding the shopping center. Of that total, 56.97 acres are within
the City of Carlsbad, and 10.3 acres are in the City of Oceanside.
The City Council responded by designating a project team to explore potential uses for the
property and to begin negotiations with Brookfield, including ensuring compliance with the
Surplus Land Act. That state law (California Government Code Sections 54220-54234) is
intended to make locally owned public land that is no longer needed for government purposes
available for building affordable homes.
Under the Surplus Land Act, before the city disposes of or participates in any negotiations to
dispose of real property, the land must be declared either “surplus” or “exempt surplus.”
“Disposing” of surplus land means leasing or selling the land formally declared surplus.
Since then, the project team has worked with the California Department of Housing and
Community Development to determine the land’s status, ultimately receiving confirmation that
the parking lots qualify as “exempt surplus land” under state law.
Staff are now recommending the City Council adopt a resolution (Exhibit 1) declaring the parking
lots as “exempt surplus land,” consistent with the provisions of the Surplus Land Act. The city
must declare the parking lots as exempt surplus land at a regular, public meeting and the
decision must be supported by written findings, which must be sent to Housing and Community
Development at least 30 days prior to initiating a sale or lease of the parking lots.
June 24, 2025 Item #4 Page 1 of 21
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Explanation & Analysis
Background
•The Real Estate Strategic Plan,
approved by the City Council
in 2017, recommended that
the city pursue the lease or
sale of the parking lots.
•Brookfield Properties, the
owner of The Shoppes at
Carlsbad, submitted a letter
to the city on Jan. 20, 2023,
•(Exhibit 3) asking to negotiate
the terms of either a lease or
purchase of the 67.27 acres of city-owned parking lot properties that surround its
shopping center. (Exhibit 2 is a location map that also shows the owners of the other
properties.)
•On March 14, 2023, the City Council adopted Resolution No. 2023-081 (Exhibit 4),
identifying the city’s project team and the future negotiating agents responsible for
exploring options for potential uses of the parking lots, including compliance with the
Surplus Land Act. and working with representatives for Brookfield Properties toward the
lease or sale of the parking lots.
•City staff submitted a letter to the Department of Housing and Community Development
on May 13, 2024, requesting its input and concurrence that the parking lots may be
considered “exempt surplus land” under the Surplus Land Act.
•On March 13, 2025, Housing and Community Development completed its review of the
city’s request and concluded that the parking lots qualify as “exempt surplus land” under
Government Code Section 54221, subdivision (f)(1)(J). (Exhibit 5).
Surplus Land Act – exempt surplus land
Under that Government Code section, “exempt surplus land” includes land that is subject to a
valid legal restriction that is not imposed by the local agency and that makes housing
prohibited, unless there is a feasible method to satisfactorily mitigate or avoid the prohibition
on the site. Valid legal restrictions include existing constraints under ownership rights or
contractual rights or obligations that prevent the use of the property for housing, if the rights or
obligations were agreed to prior to Sept. 30, 2019. The recommended resolution enumerates
the specific valid legal restrictions associated with the parking lots.
On June 9, 2023, Brookfield Properties notified the city of its position that only the original
parties to long-standing parking restriction agreements, which includes Brookfield Properties
and certain major tenants that own fee title1 to their stores, have the legal authority to release
1 Fee title, also known as fee simple title, represents the most complete form of property ownership. It grants the
owner the broadest possible rights to the land, including the right to use, sell, lease, or bequeath the property, and
it lasts indefinitely.
June 24, 2025 Item #4 Page 2 of 21
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the use restrictions on the parking lots, and that they are unwilling to do so unless the city
negotiates a lease or sale directly with them. Furthermore, Brookfield notified the city that it
will not relinquish its power of termination to allow development of the parking lots without its
consent (Exhibit 6).
Housing and Community Development has found that the parking lots meet the requirements
under California Government Code Section 54221(f)(1)(J), and with the City Council’s adoption
of the resolution declaring the parking lots as “exempt surplus land,” the future lease or sale of
the parking lots will not be subject to any additional requirements of the Surplus Land Act. In
this case, due to the long-standing parking restriction agreements affecting the parking lots,2
the city may only negotiate a lease or sale with Brookfield Properties and the major tenants
that own fee title to their stores, or their successors in interest, not to other prospective
buyers.
Future negotiations for the lease or sale of the parking lots will be addressed in a future City
Council action. This action does not authorize or require the lease or sale of the parking lots.
This action simply recommends adopting a resolution declaring the property as “exempt
surplus land,” consistent with the Surplus Land Act.
Fiscal Analysis
The proposed action is limited to declaring the parking lots as “exempt surplus land,” consistent
with the Surplus Land Act, and has no direct fiscal impact.
Next Steps
The executed resolution declaring the property as “exempt surplus land” will be provided to the
California Department of Housing and Community Development, consistent with the
requirements of the Surplus Land Act.
Environmental Evaluation
This proposed action to declare the property as “exempt surplus land” is exempt from
environmental review under California Environmental Quality Act Guidelines Section
15061(b)(3) and 15378(b)(5) as it can be seen with certainty that there is no possibility the
proposed action may have a significant effect on the environment.
Exhibits
1. City Council resolution
2. Location map
3. Brookfield letter, dated Jan. 20, 2023
4. City Council Resolution No. 2023-081, March 14, 2023
5. Department of Housing and Community Development Determination Letter – March 13,
2025
6. Brookfield letter, dated June 9, 2023
2 The various grant deeds contain restrictions limiting the use of the parking lots to municipal parking and states
that failure of the city to maintain the properties as a municipal parking lot shall cause the properties to revert
back to the original grantor or the grantor’s successor.
June 24, 2025 Item #4 Page 3 of 21
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Exhibit 1
RESOLUTION NO. 2025-150
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, DECLARING THE CITY-OWNED PARKING LOT PROPERTIES
LOCATED AT THE SHOPPES AT CARLSBAD AS EXEMPT SURPLUS LAND UNDER
CALIFORNIA GOVERNMENT CODE SECTION 54221(f)(1)(J)
WHEREAS, the city-owned parking lot properties located at The Shoppes at Carlsbad are
comprised of 67.27 acres, with 56.97 acres located within the City of Carlsbad, and 10.3 acres located
within the City of Oceanside (Parking Lots); and
WHEREAS, the City and Plaza Camino Real LP entered into a public parking lot operating
agreement in 1981 requiring Plaza Camino Real LP to operate and maintain the Parking Lots; and
WHEREAS, the Parking Lots are currently being operated and maintained as a public
parking lot to serve The Shoppes at Carlsbad regional shopping center; and
WHEREAS, Plaza Camino Real LP sold its interests in the Shopping Center to Westfield, LLC,
which subsequently sold its interest to RPI Carlsbad in 2015; and
WHEREAS, Brookfield Properties owns RPI Carlsbad; and
WHEREAS, on Oct. 17, 2017, the City Council approved the Real Estate Strategic Plan, which
recommended that the city pursue the lease or sale of the Parking Lots; and
WHEREAS, California Government Code Section 54221(b)(1) requires the City Council to
declare the Parking Lots to be “surplus land” or “exempt surplus land” before the City Council may
take action to dispose of the properties; and
WHEREAS, in 1981, Plaza Camino Real LP and the City entered into an operating agreement
which prohibits the City from altering the Parking Lots without Plaza Camino Real LP’s or its
successor’s (RPI Carlsbad) consent, and although the agreement will expire in 2031, the agreement
requires the City to either assume operation of the Parking Lots or solicit bids for another entity to
assume operation of the Parking Lots; and
WHEREAS, in 1978, Plaza Camino Real LP and the City entered into a parking easement
agreement that grants Plaza Camino Real LP and the shopping center’s major tenants easements for
vehicle parking over the portions of the Parking Lots adjacent to the major tenants’ stores; and
WHEREAS, in 1978, Plaza Camino Real LP and the City entered into a reciprocal easement
agreement that requires there be at least five parking spaces per 1,000 feet of planned floor area in
June 24, 2025 Item #4 Page 4 of 21
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the shopping center and also requires the grant deeds conveying the Parking Lots to the Parking
Authority or the City to include a restriction requiring the Parking Lots to be used for municipal
parking and, if not, allowing Plaza Camino Real LP or its successor (RPI Carlsbad) to terminate the
Parking Authority’s or City’s interest in the Parking Lots and reenter the property; and
WHEREAS, as contemplated by the reciprocal easement agreement, the various grant deeds
from Plaza Camino Real LP contain deed restrictions limiting the use of the Parking Lots to municipal
parking and contains a reversionary interest clause whereby failure of the city to maintain the
properties as a municipal parking lot shall cause the properties to revert back to the original grantor
or the grantor’s successor or assign (RPI Carlsbad); and
WHEREAS, Plaza Camino Real LP required the restrictions as a condition of the conveyances to
the City to ensure adequate parking for the shopping center, and those restrictions are also wholly
consistent with the bond financing provided under the Parking Law of 1949 to acquire the Parking
Lots; and
WHEREAS, RPI Carlsbad’s predecessor recorded the requisite notice to preserve the
restrictions until 2038 and RPI Carlsbad has the ability to record another notice to preserve the
restrictions until 2068; and
WHEREAS, the shopping center’s major tenants also have interests in the Parking Lots through
easements and agreements to which the City’s interests in the Parking Lots are subordinate and
which may prevent the City from allowing development of the property without their consent; and
WHEREAS, Brookfield has reiterated to the City that only the parties to the original
agreements have the legal ability to release the restrictions on the use of the Parking Lots, and that
RPI Carlsbad is unwilling to agree to release the restrictions unless the City negotiates a sale or lease
directly with them; and
WHEREAS, RPI Carlsbad, through Brookfield, has informed the City in writing it is unwilling to
relinquish its power of termination to allow development of the property without its consent; and
WHEREAS, California Government Code Section 54221(f)(1)(J) defines “exempt surplus land”
to include surplus land that is subject to valid legal restrictions that are not imposed by the local
agency and that would make housing prohibited, unless there is a feasible method to satisfactorily
mitigate or avoid the prohibition on the site; and
June 24, 2025 Item #4 Page 5 of 21
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WHEREAS, pursuant to the Surplus Land Act Guidelines issued by the California Department of
Housing and Community Development, any determination by a local agency that its surplus land is
exempt from the Surplus Land Act must be provided to the department for its review at least 30 days
prior to disposition; and
WHEREAS, the Department of Housing and Community Development has reviewed this
resolution and informed the City of Carlsbad that the Parking Lots may be declared exempt surplus
land pursuant to California Government Code Section 54221(f)(1)(J).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.This proposed action to declare the property as “exempt surplus land” is exempt from
environmental review under California Environmental Quality Act Guidelines Section
15061(b)(3) and 15378(b)(5) as it can be seen with certainty that there is no possibility
the proposed action may have a significant effect on the environment.
3.That the City Council of the City of Carlsbad declares, the Parking Lots “exempt surplus
land” under California Government Code Section 54221(f)(1)(J).
4.That the City Council of the City of Carlsbad authorizes the City Manager, or designee,
to submit a copy of this resolution to HCD in accordance with the current Surplus Land
Act Guidelines.
June 24, 2025 Item #4 Page 6 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City
of Carlsbad on the 24th day of June, 2025, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
June 24, 2025 Item #4 Page 7 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
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Exhibit 2
June 24, 2025 Item #4 Page 8 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
BROOKFIELD PROPERTIES
3200 Park Center Drive #1000, Costa Mesa, California, 92626
T +1 714 427 6868 F +1 714 200 1800 brookfieldproperties.com
January 20, 2023
Mr. Scott Chadwick
City Manager
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Dear Mr. Chadwick,
On behalf of Brookfield Properties, I wanted to reintroduce myself and say thank you for the City’s
continued partnership over the past several years. My name is Tony Pauker and I am the Vice
President of Land Acquisition within the Land and Housing Development Division of Brookfield. I’m
a San Diegan and am thrilled to get the opportunity to work with the City of Carlsbad. I envision
this will be a transformational and generational opportunity at The Shoppes at Carlsbad.
As the owner of The Shoppes at Carlsbad, Brookfield is excited to continue communicating and
working with the City. Jointly we can develop a shared vision for highest and best use of the
property. A vision that will be relevant for future generations, and that addresses the community’s
desires and needs as a vibrant center for shopping, housing, public open space and mobility.
As you know, Brookfield has been interested in pursuing such reinvestment for the past several
years since assuming ownership and management of the Shoppes. Our team is hopeful that we
can start negotiations with the City as soon as possible. Discussing uses, timing and the lease or
purchase of the City owned parking lots are critical first steps. This will allow us to jointly get
started on addressing the community’s needs and make a significant contribution towards
satisfying the City’s housing goals.
Please feel free to reach out anytime. My door is open to the City as this site remains my highest
priority.
Sincerely,
Tony Pauker
Vice President, Land Acquisition, Land and Housing
Brookfield Properties
Cc: Gary Barberio, Deputy City Manager
Exhibit 3
June 24, 2025 Item #4 Page 9 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
RESOLUTION NO. 2023-081
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, IDENTIFYING THE CITY'S PROJECT TEAM AND FUTURE
NEGOTIATING AGENTS RESPONSIBLE FOR EXPLORING OPTIONS FOR
POTENTIAL USES OF THE CITY-OWNED PARKING LOT PROPERTIES LOCATED
AT THE SHOPPES AT CARLSBAD, INCLUDING COMPLIANCE WITH THE
SURPLUS LAND ACT AND WORKING WITH THE REPRESENTATIVES FROM
BROOKFIELD PROPERTIES OR OTHER PARTIES IDENTIFIED THROUGH THE
SURPLUS LAND ACT PROCESS TOWARD THE LEASE OR SALE OF PROPERTIES
WHEREAS, the city-owned parking lot properties located at the Shoppes at Carlsbad are
comprised of 67.27 acres, with 56.97 acres located within the City of Carlsbad, and 10.3 acres located
within the City of Oceanside; and
WHEREAS, the city and Plaza Camino Real LP ent ered into a public parking lot operating
agreement in 1981 whereby Plaza Camino Real LP was required to operate and maintain the parking
lot properties; and
WHEREAS, the parking lot properties are currently being operated and maintained as a public
parking lot to serve The Shoppes at Carlsbad regional shopping center; and
WHEREAS, on Oct. 17, 2017, the City Council approved the Real Estate Strategic Plan, which
recommended that the city pursue the lease or sa le of the parking lot properties; and
WHEREAS, on Jan. 20, 2023, the owners of The Shoppes at Carlsbad regional shopping center,
Brookfield Properties, submitted a letter to the city requesting to negotiate the terms of either a lease
or purchase of the parking lot properties that su rround their shopping center; and
WHEREAS, the Surplus Land Act requires that before the city disposes of real property or
participates in negotiations to dispose of real property, including se lling the property or leasing it for
five years or more, the City Council must declare the property as either "surplus" or "exempt surplus,"
as supported by written findings; and
WHEREAS, California Government Code Section 54956.8 requires that a local agency hold an
open and public session in which it identifies its negotiators, the real property or properties which the
negotiations may concern, and the person or persons with whom its negotiators may negotiate; and
Exhibit 4
June 24, 2025 Item #4 Page 10 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
WHEREAS, staff recommend the City Council identify the city's project team and future
negotiating agents responsible for exploring options for potential use of the city-owned parking lot
properties located at The Shoppes at Carlsbad, including complying with the Surplus Land Act and
working with the representatives for Brookfield Properties or other parties identified through the
Surplus Land Act process toward the lease or sale of the property.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the City Attorney; Deputy City Manager, Community Services; Real Estate Manager;
Community Development Director, and outside counsel (Procopio, Cory, Hargreaves &
Savitch LLP) are designated as the project team and future negotiating agents responsible
for exploring options for potential use of the city-owned parking lot properties located at
The Shoppes at Carlsbad, including complying with the Surplus Land Act and working with
representatives for Brookfield Properties or other parties identified through the Surplus
Land Act process toward the lease or sale of the property.
3. That the City Manager is authorized to take all actions on behalf of the city necessary and
appropriate to ensure compliance with the Surplus Land Act, including the execution of
documents, subject to their approval as to form by the City Attorney.
June 24, 2025 Item #4 Page 11 of 21
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 14th day of March, 2023, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
SHERRY FREISINGER, City Clerk
(SEAL)
June 24, 2025 Item #4 Page 12 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
SLA0000763
STATE OF CALIFORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF HOUSING POLICY DEVELOPMENT 651 Bannon Street, Suite 400, Sacramento, CA 95811 (916) 263-2911 / FAX (916) 263-7453www.hcd.ca.gov
March 13, 2025
Curtis Jackson, Real Estate Manager City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008
SENT VIA EMAIL TO: curtis.jackson@carlsbadca.gov
Dear Curtis Jackson:
RE: HCD’s Review of the City of Carlsbad’s Determination of Certain Real Property as “Exempt Surplus Land”
Thank you for notifying the California Department of Housing and Community
Development (HCD) of the City of Carlsbad’s (City) proposed determination of
approximately 67.27 acres, of which 56.97 acres is located within the City of Carlsbad and 10.3 acres is located within the City of Oceanside, Assessor’s Parcel Numbers 156-301-06, -10, -11, 156-302-14, -17, -23, -24, -31, and 165-120-59 (Property), as “exempt surplus land.”
HCD reviewed the City’s draft resolution and all supporting documents, including parking
lot deeds (Documents) pursuant to Section 400 of the Surplus Land Act Guidelines. As explained below, HCD finds that the Property qualifies as “exempt surplus land” under Government Code section 54221, subdivision (f)(1)(J).
Analysis
Government Code section 54221, subdivision (f)(1)(J) provides an exemption from the
Surplus Land Act (SLA) if the land is subject to a valid legal restriction that is not imposed by the local agency and that makes housing prohibited, unless there is a feasible method to satisfactorily mitigate or avoid the prohibition on the site. Valid legal restrictions include, but are not limited to, existing constraints under ownership rights or contractual rights or
obligations that prevent the use of the property for housing, if the rights or obligations were
agreed to prior to September 30, 2019.
According to the Documents, the City owns the Property surrounding a regional shopping center, known as The Shoppes at Carlsbad (The Shoppes). The Property, which was originally granted by The Shoppes’ owners (Grantor) to the City in 1969, was deed
restricted “as a municipal parking lot available to the public” and prohibits the construction of any improvements that “obstruct, interfere with or restrict the use of the land conveyed
Exhibit 5
June 24, 2025 Item #4 Page 13 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
Curtis Jackson, Real Estate Manager Page 2
hereby as a municipal parking lot.” The deed restriction was made enforceable through a
clause that reverts the Property back to the Grantor unless the breach of the deed
restriction is corrected within thirty (30) days of written notice.
Conclusion
Based on the documentation provided, HCD finds that the Property qualifies as “exempt surplus land” under Government Code sections 54221, subdivision (f)(1)(J).
If you have any questions or need additional technical assistance, please contact Lisa
Krause, Senior Housing Policy Specialist, at lisa.krause@hcd.ca.gov.
Sincerely,
Laura Nunn Senior Manager, Housing Accountability Unit Housing Policy Development
June 24, 2025 Item #4 Page 14 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
June 9, 2023
Via Email to: cindie.mcmahon@carlsbadca.gov
Ms. Cindie K. McMahon
City Attorney
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Re: The Shoppes at Carlsbad – Parking Lot Deed Restrictions
Dear Ms. McMahon:
RPI Carlsbad, LP (“RPI Carlsbad”), the primary owner of The Shoppes at Carlsbad (“The
Shoppes”), acknowledges the City’s commitment to explore options for potential uses of the
City-owned parking lots located at The Shoppes (the “Parking Lots”). By approving Resolution
No. 2023-081 on March 14, 2023, the City has recognized a potential desire to develop the
Parking Lots in compliance with the Surplus Land Act (Gov. Code, § 54220 et seq.).
This letter contains RPI Carlsbad’s understanding of deed restrictions inherent in The Shoppes
parking lot deeds (“Parking Lot Deeds”) and their enforceability by RPI Carlsbad.
The Parking Lot Deeds Restrict the City’s Ability to Use the Parking Lots for a New Use
The City (inclusive of the Carlsbad Parking Authority) is the fee title owner of the Parking Lots,
which were conveyed by the RPI Carlsbad’s predecessor-in-interest, Plaza Camino Real LP, as
part of the original construction of The Shoppes. A table listing the Parking Lot Deeds and
recorded Notice of Intent to Preserve Interest is attached as Exhibit 1.1 As noted in the City’s
Staff Report for Resolution No. 2023-081 (“Staff Report”), all of the deeds granting the Parking
Lots to the City include deed restrictions that, among other things, restrict use of the Parking
Lots for public parking uses only.2
The following provides an illustrative example of a deed restriction found in the Parking Lot
Deeds that restricts the Parking Lots to public parking:
1 Due to their size, copies of all of the deeds and notices of intent to preserve interest will be
made available electronically.
2 We note that the Staff Report states that a 9.99 acre parking lot property located in the City of
Oceanside is not subject to any grant deed reversionary interest. This is not the case, as
shown in the attached deeds and notices to intent to preserve interest.
Exhibit 6
June 24, 2025 Item #4 Page 15 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
The conveyance hereby made is also subject to, and Grantee, by
its acceptance of this Deed, for itself, its successors and assigns,
hereby makes and agrees to the following covenants, conditions,
and restrictions, namely:
Said land shall be held in trust by Grantee, and its successors, and
dedicated perpetually to public use as a municipal parking lot
available to the public. . . . No improvements, structures, buildings,
or facilities shall be placed thereon or therein which obstruct,
interfere with or restrict the use of the land conveyed hereby as a
municipal parking lot, except for decorative plantings, lighting
facilities and other improvements incidental to the use of said
land as a municipal parking lot. . . .
(See Exhibit 1, Tab 1A, San Diego County, Recorded Doc. No. 1969-193480, pp. 7-8, para. B.1
[emphasis added].) The deed restriction was made enforceable through an automatic reverter
clause that provided for reversion of the parcel to the grantor unless a breach of the deed
restriction was corrected within thirty (30) days of written notice. (Id., p. 11, para. B.6.)
The restrictions inherent in the Parking Lot Deeds preclude development of housing without RPI
Carlsbad’s consent because they require the City to maintain the property “as a municipal
parking lot available to the public” and prohibit the construction of any improvements that
“obstruct, interfere with or restrict the use of the land conveyed hereby as a municipal parking
lot.” (See Exhibit 1, Tab 1A, San Diego County, Recorded Doc. No. 1969-193480, pp. 7-8, para.
B.1.) These restrictions plainly prohibit the City from approving any new use or development on
the Parking Lots, including housing, while in effect.
The Parking Lot Deeds further state that the aforementioned restrictions are for the benefit of
Plaza Camino Real (predecessor-in-interest to RPI Carlsbad) and the owners of other lots within
The Shoppes, and their respective successors and assigns as covenants running with land. RPI
Carlsbad, as the successor in interest to Plaza Camino Real, thus has the legal right to enforce
the restrictions in the Parking Lot Deeds to preserve the existing public parking uses on the
Parking Lots in perpetuity. RPI Carlsbad retains the right to terminate the City’s interest in the
Parking Lots and assert its legal rights to reclaim fee title in the event that the City breaches the
deed restrictions as these remain valid legal restrictions that prohibit new uses on the Parking
Lots.3
RPI Carlsbad’s legal rights are protected and enforceable through a corresponding right to
exercise its reversionary interest in the Parking Lot Deeds should the City breach its obligations.
(See Exhibit 1, Tab 2, San Diego County, Recorded Doc. No. 2008-424181 [Notice of Intent to
Preserve Interest].) These rights were preserved through a recorded extension and remain
3 See, e.g., Exhibit 1, Tab 1A, p. 11, para. B.6; see Exhibit 1, Tab 2, Recorded Doc. No. 2008-
424181 (preserving RPI Carlsbad’s right to terminate the Parking Lot Deeds for breach of a
restriction).
June 24, 2025 Item #4 Page 16 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
enforceable through 2038 unless otherwise extended.4 Certain major tenants that own fee title
to their stores may also have rights to enforce the deed restrictions.
The deed restrictions to maintain public parking incorporated in the Parking Lot Deeds have
immense value to RPI Carlsbad because maintaining public parking remains critical to the
continued operation of The Shoppes. RPI Carlsbad thus remains unwilling to relinquish its rights
under the Parking Lot Deeds to the City or any undisclosed third party. Moreover,
aforementioned major tenants may also seek to exercise their rights under the Parking Lot
Deeds should the City move forward with development of the Parking Lots for a new use
without consent. Accordingly, given the significant value of these rights, RPI Carlsbad cannot
agree to waive or release them given the potential for conflict with the long-term operation
and continuous renewal of The Shoppes.
Please contact me if you require clarifications regarding RPI Carlsbad’s interpretation of its
rights under the Parking Lot Deeds.
Sincerely,
Tony Pauker
Vice President, Land Acquisition, Land and Housing
Brookfield Properties Development LLC
cc: Mr. Gary Barberio, Deputy City Manager, Community Services
Mr. Curtis Jackson, Real Estate Manager
Mr. Jeff Murphy, Community Development Director
Mr. Michael Lyon, Procopio, Cory, Hargreaves & Savitch LLP
Enclosed:
Exhibit 1 – Table of Deeds and Notices to Preserve for the City-Owned Parking Fields
4 A Notice of Intent to Preserve reversionary interests was timely recorded for all of the Parking
Lot Deeds.
June 24, 2025 Item #4 Page 17 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
June 24, 2025 Item #4 Page 18 of 21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
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Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
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18
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.
No
.
34
6
4
1
8
Ta
b
9B
– As
s
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t
in
Do
c
.
No
.
34
6
4
3
2
,
bo
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5
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.
20
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8
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2
4
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8
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8
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11
A
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6
9
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B
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19
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7
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12
‐
No
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of
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t
21
Po
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15
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1
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A
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c
.
No
.
19
6
9
‐
19
3
4
8
0
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/
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.
No
.
19
9
7
‐
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3
0
9
5
7
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1/
2
3
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1
9
9
7
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b
12
‐
Do
c
.
No
.
20
0
8
‐42
4
1
8
1
re
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d
8/
8
/
2
0
0
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13
A
‐
19
7
8
De
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d
13
B
– 19
7
8
As
s
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n
m
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t
14
‐
No
t
i
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e
of
In
t
e
n
t
22
Lo
t
22
,
Tr
.
76
‐18
(P
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a
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I‐A Pu
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Pa
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k
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La
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15
6
‐30
1
‐06
Th
e
Pa
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k
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g
Au
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of
th
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,
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p
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Ta
b
13
A
‐
De
e
d
in
Do
c
.
No
.
34
6
4
1
8
Ta
b
13
B
–
As
s
i
g
n
m
e
n
t
in
Do
c
.
No
.
34
6
4
3
2
,
bo
t
h
re
c
o
r
d
e
d
8/
1
5
/
1
9
7
8
Sa
m
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as
or
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g
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n
a
l
de
e
d
Ta
b
14
‐
Do
c
.
No
.
20
0
8
‐04
2
4
1
8
0
re
c
o
r
d
e
d
8/
8
/
2
0
0
8
15
‐
19
7
9
De
e
d
16
‐
No
t
i
c
e
of
In
t
e
n
t
26
Lo
t
26
,
Tr
.
76
‐18
(P
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a
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e
I‐B Pu
b
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Pa
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k
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g
La
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d
)
15
6
‐30
1
‐10
Th
e
Pa
r
k
i
n
g
Au
t
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i
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y
of
th
e
Ci
t
y
of
Ca
r
l
s
b
a
d
,
a
pu
b
l
i
c
co
r
p
o
r
a
t
i
o
n
Ta
b
15
‐
De
e
d
in
Do
c
.
No
.
49
3
9
1
re
c
o
r
d
e
d
1/
3
1
/
1
9
7
9
Sa
m
e
as
or
i
g
i
n
a
l
de
e
d
Ta
b
16
‐
Do
c
.
No
.
20
0
8
‐04
2
4
1
8
3
re
c
o
r
d
e
d
8/
8
/
2
0
0
8
Ju
n
e
24
,
20
2
5
It
e
m
#4
Pa
g
e
20
of
21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537
Pa
g
e
3 of
3
Ta
b
No
.
(f
o
r
bi
n
d
e
r
)
Pa
r
c
e
l
No
.
(f
r
o
m
Ma
p
)
PR
O
P
E
R
T
Y
DE
S
C
R
I
P
T
I
O
N
AP
N
(
S
)
FE
E
OW
N
E
R
DE
E
D
WI
T
H
OR
I
G
I
N
A
L
PU
B
L
I
C
PA
R
K
I
N
G
RE
S
T
R
I
C
T
I
O
N
LA
N
G
U
A
G
E
‐
RE
C
O
R
D
I
N
G
IN
F
O
.
CU
R
R
E
N
T
VE
S
T
I
N
G
DE
E
D
RE
C
O
R
D
I
N
G
IN
F
O
.
NO
T
I
C
E
OF
IN
T
E
N
T
TO
PR
E
S
E
R
V
E
IN
T
E
R
E
S
T
RE
C
O
R
D
I
N
G
IN
F
O
.
17
‐
19
8
1
De
e
d
18
‐
No
t
i
c
e
of
In
t
e
n
t
27
Lo
t
s
21
& 27
,
Tr
.
76
‐18
15
6
‐30
1
‐11
Th
e
Pa
r
k
i
n
g
Au
t
h
o
r
i
t
y
of
th
e
Ci
t
y
of
Ca
r
l
s
b
a
d
,
a
pu
b
l
i
c
co
r
p
o
r
a
t
i
o
n
Ta
b
17
‐
De
e
d
in
Do
c
.
No
.
48
0
1
1
re
c
o
r
d
e
d
2/
1
7
/
1
9
8
1
Sa
m
e
as
or
i
g
i
n
a
l
de
e
d
Ta
b
18
‐
Do
c
.
No
.
20
0
8
‐04
2
4
1
8
2
re
c
o
r
d
e
d
8/
8
/
2
0
0
8
19
A
‐
19
6
9
De
e
d
19
B
‐
19
9
7
De
e
d
20
‐
No
t
i
c
e
of
In
t
e
n
t
31
Po
r
t
i
o
n
of
Mo
n
r
o
e
St
.
ne
a
r
Bu
e
n
a
Vi
s
t
a
li
f
t
st
a
t
i
o
n
15
6
‐30
2
‐31
Th
e
Ci
t
y
of
Ca
r
l
s
b
a
d
,
a
Mu
n
i
c
i
p
a
l
Co
r
p
o
r
a
t
i
o
n
Ta
b
19
A
‐
De
e
d
in
Do
c
.
No
.
19
6
9
‐
19
3
4
8
0
re
c
o
r
d
e
d
10
/
2
1
/
1
9
6
9
Ta
b
19
B
‐
De
e
d
in
Do
c
.
No
.
19
9
7
‐
00
3
0
9
5
7
re
c
o
r
d
e
d
1/
2
3
/
1
9
9
7
Ta
b
20
‐
Do
c
.
No
.
20
0
8
‐42
4
1
8
4
re
c
o
r
d
e
d
8/
8
/
2
0
0
8
21
A
‐
19
8
1
De
e
d
21
B
‐
19
9
2
De
e
d
22
‐
No
t
i
c
e
of
In
t
e
n
t
59
A me
t
e
s
an
d
bo
u
n
d
s
de
s
c
r
i
p
t
i
o
n
of
a
po
r
t
i
o
n
of
th
e
no
r
t
h
e
a
s
t
qu
a
r
t
e
r
of
Se
c
t
i
o
n
31
,
To
w
n
s
h
i
p
11
so
u
t
h
,
Ra
n
g
e
4
we
s
t
(P
h
a
s
e
II
of
Pu
b
l
i
c
Pa
r
k
i
n
g
La
n
d
)
16
5
‐12
0
‐59
Th
e
Pa
r
k
i
n
g
Au
t
h
o
r
i
t
y
of
th
e
Ci
t
y
of
Ca
r
l
s
b
a
d
,
a
pu
b
l
i
c
co
r
p
or
a
t
i
o
n
Ta
b
21
A
‐
De
e
d
in
Do
c
.
19
8
1
‐71
2
7
4
re
c
o
r
d
e
d
3/
9
/
1
9
8
1
Ta
b
21
B
‐
De
e
d
in
Do
c
.
19
9
2
‐
02
2
7
4
0
7
Ta
b
22
‐
Do
c
.
No
.
20
0
8
‐04
3
6
6
7
6
re
c
o
r
d
e
d
8/
1
5
/
2
0
0
8
Ju
n
e
24
,
20
2
5
It
e
m
#4
Pa
g
e
21
of
21
Docusign Envelope ID: 1065886A-1EA0-47A4-91B1-948B70C25537