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HomeMy WebLinkAboutLego Park Planning Inc; 1994-08-29;August 29, 1994 Ms. Ellen B. Spellman, Esq. Brobeck, Phleger & Harrison P. 0. Box 128049 San Diego, CA 92112-8049 Re: Lego Park Planning Inc. Memorandum of Understanding The Carlsbad City Council, at its meeting of July 19, 1994, adopted Resolution No. 94-210, approving a Memorandum of Understanding with Lego Park Planning, Inc. Enclosed please find two fully executed original agreements and a copy of Resolution No. 94-210 for your files. City Clerk ALR:ijp Enclosures 1200 Carlsbad Village Drive - Carlsbad, California 92008-1989 - (619) 434-2808 @ MEMORANDUM OF UNDERSTANDING LEG0 Family Park This Memorandum of Understanding (“MOU”), effective as of A Y 6. 4’ 9 19B, is executed by LEG0 PARK PLANNING, INC., a California corporation (“LPPI”): a wholly owned subsidiary of LEG0 WORLD A/S (LEG0 A/S) (“LEG0 A/S”), a Danish corporation, and THE CITY OF CARLSBAD (“City”), a municipal corporation, with reference to the following facts: RECITALS A. As a result of a nationwide site selection process, LPPI has determined to begin negotiations for a definitive agreement to acquire a site in Carlsbad, California, for the purpose of constructing and operating the first LEG0 family theme park in the United States (“LEG0 Family Park”). B. The City anticipates that a LEG0 Family Park in Carlsbad, developed in a manner consistent with the City’s Growth Management Plan and local ordinances, rules and regulations, will be beneficial to the City because, among other things, development of the site should contribute to the completion of City infrastructure and the LEG0 Family Park is expected to yield economic, social and educational benefits for the citizens of Carlsbad. C. Pursuant to City Council Resolution No. 93-56 approved on March 17, 1993, the City: (i) authorized City staff to identify and evaluate the economic incentives which can be offered by the City, the State of California and other public agencies in order to facilitate development of the Specific Plan area known as the Carlsbad Ranch, including the proposed LEG0 Family Park; and (ii) assigned a project development team to insure timely processing of development applications, to develop land use and infrastructure strategies, and to support the City’s goal of attracting target industries, including LPPI. D. City and State staff have prepared and presented to LEG0 A/S an Incentive Schedule dated May 12, 1993 (“Incentive Schedule”) and have participated in discussions with LEG0 A/S and other public and private parties regarding such incentives. LEG0 A/S has relied upon the incentives recommended by City and State staff as set forth in the Incentive Schedule in making its determination to begin negotiations to acquire a site in Carlsbad. E. This MOU is intended to memorialize certain commitments by the City which enhance the feasibility of the LEG0 Family Park and to set forth the parties’ understanding and respective responsibilities with respect to the processing of land use permits for the site. BPHsD\EBsux)57176.13 07llm4 - - F. Pursuant to City Council Resolution No. , the City Council of the City has approved the terms and conditions of this MOU and has authorized the Mayor to execute this MOU on behalf of the City. NOW, THEREFORE, in consideration of the above recitals and the provisions of this MOU, the City and LPPI agree as follows: 1. . The lJ;,GO Famrlv Pa& . a. The Site. The proposed site for the LEG0 Family Park (“Site”) consists of approximately 125 net developable acres located within a larger master-planned parcel known as the “Carlsbad Ranch”. The Carlsbad Ranch is currently owned by Carltas Company, a California limited partnership (“Carltas”), and consists of approximately 447 acres bounded by Cannon Road, Palomar Airport Road, Paseo De1 Norte and Car Country Drive. b. e Proiect. The LEG0 Family Park is intended to be of comparable quality and substantially similar, but not necessarily identical, to the LEGOLAND Park presently operated by LEG0 A/S in Billund, Denmark and the planned park in Windsor, England. The investment is anticipated to be approximately $100 million in United States dollars for the construction and pre-opening costs. LPPI will open and operate the LEG0 Family Park commencing in 1999. The parties understand that the opening could be delayed if events arise that are not anticipated by LPPI or within its control. In the unlikely event that LPPI does not open the LEG0 Family Park, LPPI will make a donation to the City which will take into consideration the administrative and design costs expended by the City in connection with the LEG0 Family Park. 2. d I Jse Permits to be Processed bv Citv. a. Land. The “Land Use Permits” means all discretionary environmental and land use permits and approvals which must be issued by the City in order to authorize development, construction and operation of a project. It is anticipated that the Land Use Permits for the LEG0 Family Park will be processed as part of Land Use Permits for a larger portion of the Carlsbad Ranch (as described in the application for an Amendment to the Carlsbad Ranch Specific Plan submitted by Carltas prior to the effective date hereof), except that LPPI may elect to process a Site Development Plan at a subsequent time. As used herein, the “Master Project” means the LEG0 Family Park and those projects covered by applications for Land Use Permits processed concurrently with the LEG0 Family Park. Subsequent applications for development of the Carlsbad Ranch or amendments to the Carlsbad Ranch Specific Plan are not part of the Master Project and are not covered by the provisions of this MOU. Carltas may be the lead applicant for the Land Use Permits for the Master Project, including the LEG0 Family Park. b. Processing Schedule. A proposed schedule (“Processing Schedule”) is attached as Exhibit A, which identifies time periods for action and response by both the City wlimEBswo57176.13 07Illm4 -2- - - h , I and the applicants in order to reach a final decision on the Land Use Permits to be issued by the City for the Master Project within twelve (12) months after submittal of a complete application in accordance with City ordinances, rules and regulations and acceptance thereof by the City, which acceptance shall not be unreasonably withheld. The Processing Schedule anticipates an overall period of fifteen (15) months after City acceptance of a complete application through final action by the California Coastal Commission. The City will make sufficient staff available and will take all other steps which are necessary on its part to comply with the Processing Schedule. LPPI will take all steps which are necessary on its part to timely apply and process the Land Use Permits in compliance with the Processing Schedule and will use its best efforts to cause Carltas and Gosnell Builders, Inc. (“Gosnell”) to do so. The parties may mutually agree to shorten or extend any time period set forth on the Processing Schedule in order to facilitate the processing and approval of the Land Use Permits. C. Commitment of City Staff. The City has author&d City staff to assist Carltas and/or Gosnell in the preparation of the following studies which are required in connection with the processing of the Iand Use Permits, at no cost to LPPI as more fully described in the Incentive Schedule: (1) Constraints Analysis/Land Use Feasibility Study, utilizing Geographic Information System Mapping (GIS) for the Master Project; Project; (2) Subsequent Environmental Impact Report (“EIR”) for the Master (3) Fiscal Impact Analysis for the LEG0 Family Park; (4) Traffic Study for the Master Project; Master Project; (5) Engineering Support for the Land Use Review Process for the (6) Landscape Plan for the LEG0 Family Park and major streets providing access thereto; and (7) Water Reclamation Plan for the LEG0 Family Park. The City will use in-house City staff to prepare those portions of the studies identified above which such staff is capable of preparing; however, the City shall not be required to pay the costs of outside consultants. Any costs for other consulting services shall be borne by Carltas and/or Gosnell, except that LPPI shall pay the cost of consulting services for the LEG0 concept plan and Site Development Plan. The City will utilize a “team approach” for the preparation and processing of the approvals required for the Carlsbad Ranch, and for the LEG0 Family Park BPl-tSD\EBSWO57176.13 07lllM -3- - . - h until opening of the Park. Under the team approach, City staff will be involved in the initial preparation of the application and design of the project, in order to reduce the processing time required and to enhance the efficiency of the processing. LPPI will have the right to participate as a full member of the processing team. City staff will make the final recommendation to the Planning Commission and the City Council who shall make all final decisions on the Project Approvals. By participating as a member of the team, LPPI can evaluate whether other development proposed by the Master Project within the Carlsbad Ranch is compatible with, and supportive of, the LEG0 Family Park and provide input on these issues to the City. d. . Particination bv JBPI m Corn munity Activities and Public Education. LPPI will develop and implement a plan: (i) to inform residents of the Carlsbad community about the proposed LEG0 Family Park, including considering the use of a “storefront” display similar to the one implemented by LEG0 A/S in connection with its proposed park in Windsor, England; and (ii) to participate in community activities within the City and programs of special benefit to residents of the City, especially educational and cultural activities for children aged 3 to 13. e. Develonment Agreement. The City agrees to negotiate and process an application for a development agreement for the Carlsbad Ranch (“Development Agreement”), to be executed by LPPI and Carltas (and any other owners of the Carlsbad Ranch), pursuant to California Government Code Section 65864 et seq. and the City’s local ordinance enabling development agreements. The parties will use reasonable best efforts to process the Development Agreement concurrently with the Land Use Permits described in Section 3.b, so that, subject to compliance with state law and local ordinances and regulations, a final decision by the City can be made concurrently with the final decision on the Land Use Permits, unless otherwise mutually agreed by the parties. In creating a Development Agreement, the parties agree to consider inclusion of provisions which address, but are not necessarily limited to, the following issues: (1) Providing certainty and assurances to LPPI, Carltas and the City that the Carlsbad Ranch can be developed for the uses authorized by the Land Use Permits, subject to identifiable requirements and conditions; (2) Providing that (i) the Land Use Permits and other ordinances, rules and regulations applicable to the LEG0 Family Park as of the effective date of the Development Agreement are “vested” and approved, (ii) such Land Use Permits, ordinances, rules and regulations will not be modified as applied to the LEG0 Family Park during the term of the Development Agreement without the consent of the City and LPPI except as may be necessary to comply with state and federal regulations which preempt local jurisdiction such as building codes or safety regulations, and (iii) inconsistent new ordinances, rules and regulations will not be applied so as to prevent or materially adversely affect development, construction and operation of the LEG0 Family Park in accordance with the Land Use Permits. BPHaEmao57176.13 07/(1/04 -4- h (3) Establishing the permitted land uses within the Carlsbad Ranch and providing that such land uses cannot be modified without the consent of the City, LPPI and the owner of the property affected by such modification, establishing construction phasing and other time lines for the development of the LEG0 Family Park and the Carlsbad Ranch, and also establishing procedures and mechanisms for LPPI to provide early input to the City on land uses for vacant parcels contiguous to the Carlsbad Ranch, in order to ensure that LPPI has the opportunity to evaluate whether such uses will be compatible with the LEG0 Family Park and the City of Carlsbad General Plan during the term of the Development Agreement; (4) Establishing responsibility for construction of public infrastructure required in connection with the Master Project by the appropriate public and private parties (other than LPPI), and establishing a schedule for construction to ensure that public infrastructure required for operation of the LEG0 Family Park will be available when needed; (5) Specifying mutually acceptable procedures for review and issuance by the City of subsequent permits and approvals which are in compliance with and/or anticipated by the Land Use Permits for the LEG0 Family Park; and c-9 Other mutually agreeable terms, conditions and provisions as necessary and appropriate to develop and construct a top-quality, family-oriented park of benefit to the City of Carlsbad, San Diego County and the State of California.” 3. Coordination with Other Governmental Agencies. The parties acknowledge that certain Land Use Permits are required to be issued by other governmental agencies in order to authorize or facilitate the Master Project including, but not limited to: (1) Cancellation of the existing Williamson Act Contracts prior to their current expiration date, to the extent required to develop the Master Project; (2) Approval by the California Coastal Commission of a Local Coastal Plan (“LCP”) Amendment to delete the agricultural use restrictions applicable to the Carlsbad Ranch, to the extent required to develop the Master Project, and a Coastal Development Permit for the LEG0 Family Park; (3) Subject to compliance with applicable laws, ordinances and regulations, approval by the County of San Diego of participation in an Infrastructure Financing District, subject to formation of such District by the City, which would authorize the use of tax increment from the LEG0 Family Park to secure bonds to be used solely for purposes of financing infrastructure which serves the LEG0 Family Park and qualifies under the terms of the state statute authorizing such Districts; (4) Commitment by the California Department of Transportation (“Caltrans”) to fund (i) up to 50% of the cost (currently estimated at $3,000,000) of BP!4SMEMOO57176.13 0711 II94 -5- - . - - interchange improvements at the intersection of Cannon Road and Interstate 5 plus (ii) ramp metering for such interchange, and all other governmental approvals required to provide funding for and to implement such commitment; and a joint agreement between Caltrans and the City to install upgraded landscaping in the vicinity of the Cannon Road exit along Interstate 5, subject to and in accordance with the Land Use Permits; (5) Approvals required from the Comprehensive Airport Land Use Commission to authorize development of the Master Project; (6) Environmental permits and approvals, including federal, state and local laws, ordinances and regulations affecting wetlands and endangered or protected species or habitat (including, but not limited to, gnatcatcher habitat); and (7) Approvals required to provide commuter rail service to Carlsbad from both San Diego and Los Angeles, and possible agreement by Amtrak to provide service to Carlsbad from both San Diego and Los Angeles. The City will use reasonable efforts to coordinate and cooperate with LPPI, Carltas and Gosnell in the timely processing and issuance of the Iand Use Permits described above; provided, however, the City shall not be liable for ensuring favorable issuance of such Land Use Permits by other governmental agencies. The City will be a co-applicant in processing the approvals by the California Coastal Commission, and the City will process the application for approvals required from the Comprehensive Airport Land Use Commission. 4. Provision of Infrastructure. a. Access/Circulation. It is understood that infrastructure required in connection with the LEG0 Family Park or the Master Project will be provided by public or private parties other than LPPI at no cost to LPPI, as further described in the Incentive Schedule. Provided Caltrans provides a portion of the funds required for the interchange improvements at Interstate 5 and Cannon Road as set forth in the commitment letter dated October 8, 1993 executed by Julie Meier Wright, Secretary of the California Trade and Commerce Agency, on behalf of the State of California, the City will contribute $2,100,000 toward the cost of the interchange improvements. In addition, provided Caltrans provides an additional $500,000 for the cost of ramp metering at interchanges within the City as set forth in the Letter of Intent described above, the City will contribute an additional $500,000 toward the cost of the interchange improvements, which represents a re-allocation of cost savings to the City as a result of payment by Caltrans of ramp metering costs. If additional funds are required for the interchange improvements, they will be provided by the City or other public sources or by Carltas. If additional funds are required for the interchange improvements, they will be provided by Carltas; however, the City will continue to work to secure additional financial support of this project from public agency sources. Upon application by Carltas, the street providing access to the LEG0 Family Park from Cannon Road will be named “LEG0 Drive” (or a comparable designation including the name “LEGO,” as determined by LPPI). BPHSW~7176.13 07lllM -6- - - b. w. Contingent upon issuance of the Land Use Permits and compliance with all applicable laws, ordinances and regulations, the City will: (i) cause Carlsbad Municipal Water District (“CMWD”) to provide sufficient capacity for potable and reclaimed water as necessary to service the LEG0 Family Park, subject to certain regulations to promote the reasonable and efficient use of potable water as set forth in Resolution No. 718 of the Board of Directors of CMWD establishing a Carlsbad Water Ethic, to the extent uniformly applied; and (ii) cause the City to provide sufficient capacity for sewer service, as necessary to service the LEG0 Family Park. C. The City will consider using various public financing Financing. instruments to assist in financing public facilities, to the extent they are requested by the applicants for the Land Use Permits as part of a financing plan for the Carlsbad Ranch. A determination to use of these financing mechanisms will be based upon compliance with state law and City Council Policies 33 and 38, public benefit and financial viability. 5. Good Faith and Fair Dealing. Each party agrees to act in good faith and with due diligence to perform its obligations hereunder and to take all actions which are necessary or appropriate to accomplish the objectives and purposes of this MOU. Notwithstanding anything in this MOU to the contrary, nothing in this MOU will preempt or control the City’s right to exercise its discretion under state and local laws, ordinances and regulations to approve or deny the Land Use Permits. BPH.sMEBsIL)o57176.13 07/11/04 -7- - - _) . IN WITNESS WHEREOF, this Memorandum of Understanding has been executed as of the effective date first set forth above. LEG0 PARK PLANNING, INC., a California corporation By: &&A Title: Title: Approved as to form and lnd ~, ~ City Attorney, City of Carlsbad g-29.7(/. 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