HomeMy WebLinkAboutPlaza Camino Real / Parking Authority; 1975-11-05;I) --. '
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FIFTH SUPPLEI\IE?JT TO AGREEMENT
FOR EXPANSION OF PLAZA CAMINO REAL EGIOMAL ST!OPPI?JG CENTEI
THIS AGREEMENT is made this 22ndday of - November I 193
by and between the CITY OF CARLSBAD, California (the "City") , the
PARKING AUTHORITY of the City of Carlsbad (the "Parking Authority'
and PLAZA CAMINO REAL I a Cali.fornia limited partnership develop^
'WITNESSETH
WHEREAS, the parties to this Agreement have heretofore ent
into an Agrecncnt, dated November 5, 1975, for expansion of the
Plaza Camino Real Shopping Center. Said Agreement has been amend
by a First Supplement theret.0, dated February 3, 1975, a Second
Supplement thereto, dated May 11, 1976; a Third Supplenent theret
dated November 16, 1976, and a Fourth Supplement thereto, dated
August 3, 197s. The parties wish to further amend said Agreement
in the manner hereinafter Set forth.
NOW, T€IEKE170R!:, the parties hereto agree as follows :
1. Developer wishes to further expand the Plaza Camlno Re
Regional Shopping Center by the addition of a Broadway Departxient
Store. T!ie parties agree the Developer has satisfied the Site P1
requirements of Section 1.2 an?. the Precise Plan of Devel.opment
requirements of Section 1.4 of the Acjreement, dated Novemher 5, 1
as supplemented (hereinafter "j3asic Agreement" ) as they apply to
Broa.dway Department Store.
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2. The Broadway Department Store as proposed will be loca.
on land that is presently a part of the existing public parking
area. Before construction is commenced on the Broadway Departmen
Store, all the necessary steps must have been taken to accomplish
the conveyance of such land to Developer. As a condition precede
to such conveyance, Developer shall convey to the Parking Authori
by grant deed equivalent acreage elsewhere in the center. Said
acreage shall be at least equal in area to the land conveyed by t
Parking Authority, it shall be improved by Developer in the same
manner as the land conveyed by the Parking Authority and shall be
at least equal value and utility for parking purposes. The parti
agree that the documents necessary to effect the Broadway land
exchange, including but not limited to the Exchange Agreement and!
Escrow instructions, Grant Deeds, Amendment to Parking Authority
Lease, Amendment to Parking Lot Operating Agreement and the May
Stores Shopping Center, Inc. Guarantee shall be substantially in
the form used by the parties to accomplish the land exchange for
the Bullock's Department Store which was accomplished pursuant tc
Section 2.8 of the Basic Agreement.
3. The addition of the Broadway Department Store to the
Plaza Camino Real Shopping Center will create the need for additi
public parking in the area. In order to provide that parking, tk
City has agreed with Oceanside to lease a public parking area to
constructed in Oceanside (the "Oceanside Parking Area") which
can be avnj.lablc to servc the Plaza Camino Real area. A copy of
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said Lease is attache2 hereto as Exhibit G, and made a part hereof
Developer agrees, commencing with the execution of said Lease, to
assume, with the exception of the obligation to pay rent, all of t
City's obligations to Oceanside under said lease. Upon execution
. of said Lease, City and Developer shall immediately enter into an
Agreement, in the form attached to this Fifth Supplement as
Exhibit 13, whereby Developer will assume responsibility for the
management, operation an6 maint.enance of the Oceanside Parking Arc
in accordance with the provisions of the Plaza Camino Real Public
Parking Lot Operating Agreement, which is attached to the Fourth
Supplement as Exhibit F. Developer will, for the duration of saic
Lease, and, if the City exercises its option to buy, for the
duration of said Agreements, manage, operate and maintain the Oce
Parking Area at no cost to the City.
4. The Oceanside Parking Area will be conveyed by Develop1
to Oceanside. The Grant Deed from Developer to Oceanside for the
Oceanside Parking Area shall be in the form attached to this Fift
Supplement as Exhibit 1. At the time of conveyance by Developer
Oceanside, title will be subject to the matters 1-isted in Exhibit
to this Fifth Supplement.
5. The reference in Paragraph 2(f) of Exhibit D, attach
to the Fourth Supplement to the Agreement dated Novemhcr 5, 19-75,
to, ','Easements set forth in Memorandum of Lease between Developer
and Carter" shall be deemed to include the same easements contaj.11
in any deed! by Developer to Carter for the Broadway Department St
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ATTEST : CITY OF CAFSSBAD
By :
ATTEST : TIE PARKING AUTIiORITY OF THE CITY
OF CARLSBAD, CALIFORNIA
By :
ATTEST: PLAZA CAMINO REAL, a limited part
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APPROVED AS TO FORM:
4.
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LEASE
THIS LEASE is made this day of I
.. 1978, by and between the City of Oceanside, a California
Municipal Corpora tion, hereinafter ref erred to as "'Oceanside, 'I
and the City of Carlsbad, a California Municipal Corporation,
hereinafter referred to as "Carlsbad,i'
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W I T N E S S E T H
WHEREAS, Oceanside owns a public parkj-ng lot which is
in excess of its needs; said lot is more particularly describe
in Exhibit I, attached hereto and made a part hereof; and
WHEREAS, Carlsbad has determined that there is a
necessity for more public parking in the City of Carlsbad to
serve the area around the Plaza Camino Real Regional Shopping
Center; arid
WIFEREAS, the parties have reached agreement on mutua?
beneficial tcmis whereby Oceanside will lease their public
parking lot to Carlsbad;
NOT?, TIIEEFORE, in consideration of the inutual promi::
and aqreements herein contained, the parties hereto agree as
follows:
SECTION 3: - Lease of Public Pai:k.ing Arca. -
Oceanside hereby leases to Carlsbad and Carlsbad her(
leases from Oceanside the real property and improvements loca
(EXIIxBIT "G" TO FIF2'II SU]'PJAEMENy')
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' in the City of -side and more particul - described in
Exhibit 1.
SECTION 2: Term.
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The term of the Lease shall commence on the day
of The term of this Lease shall be fift
(50) years and shall expire at midnight of the last day of the
fiftieth (50th) year.
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SECTION 3: Rent.
Carlsbad Zgrees to pay rental in the mount of Seven
Hundred Thousand and Forty Dollars ($700,040) for the possessi
and use of the leasehold as provided herein for the fifty (50)
year term as follows:
.Carlsbad shall pay to Oceanside without deduction r
setoff, prior notice, or demandc the SUT of Seventy
Thousand Dollars ($70,000) annually for each of- the
first ten (10) years of this Lease and One Doi1a-c
($1.00) annually for each of the remaining forty (40)
The rent shall be due and payab7
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' years of the Lease,
~n the last day of each year of this Lease,
SECTION 4: Rent Adjustment.
As of the date of this Lease stat.e Law provides that
Carlsbad will receive one ceiit of the six ceiit state sales ta:
to be collected on taxable sales at the Broadmy Ilepartmcnl;
Store at Plaza Caiilino Real. in Carlsbad. 'The rental paynent ii
Section 3 is based upon an assumption that Carlsbad will cont:
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M to receivc said o cent throug:L the first n (10) years
. of this Lease. If the state law governing the distribution
of sales tax to cities.is changed at any time during the firs{
ten (10) years of this Lease so that Carlsbad receives less tf
said one cent, and if any portion of said one cent is distribi
to cities on a basis other than situs of sale, then the renta
payment due under Section 3 of this Lease shall be reduced to
One Dollar ($1.00) per year effective when said change in sta
is effective.
During the first ten (10) years of this Lease, if st
legislation alters the manner in whiclr state sales tax revenu
are distributed to local entities in some manner other than
described above in this section, and if such al.1:eration reduc
the sales tax revenues distribut.ed.to the City of Carlsbad
relating to sales occurring at the Plaza Camino Real Shopping
Center, and if such alteration results in the receipt by Ocea
of a portion of said revenues, then the rental described in
Section 3 of this Lease shall be subject eo renegotiation upc
the reqnest of the City of Carlsbad so as to provide for a
reduction of said rent consistent with the reduced tax xe~e1-1'~
in Carlsbad and the increased tax revenues to Oceanside,
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SECTION 5: Option.
The City of Carlsbad shall have the option to purch;
the leasehold at any time for One Dollar ($1-00), on the coli(
that the City of Carlsbad shall have paid the rental require(
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Sections 3 and 4 of this Lease. The parties hereto acknowledc
and agree that the nominal amount of the purchase price is ba:
* on the fact that the payments required of Carlsbad by this
Agreement represent both rental and approximate fair market
value. The option may be exercised by giving Oceansi6e writtc
notice of Carlsbad's intent to exercise the option. Oceanside
shall have sixty (60) days within which to deliver title to tl
subject property.
SECTION 6: Maintenance and Operation.
Carlsbad shall maintain during the term of the Lease
hereunder the parking area in good order, condition, and repa
and shall be responsible for all costs and expenses of operat
same as a public parking facility. Oceanside agrees to keep
leasehold free and clear of all liens, charges a112 eric,ui<&L&iiL
The estate conveyed hereby is subject to the right of Plaza
Camino Xeal to maintain, manage and operate the parking facil
for the public purposes for which the same were constructed a
conveyed to Oceanside to wit: for use by the general public
an off-street parking lot for motor vehicles. Immediately up
execution of this Lease, Carlsbad shall enter into an agreeme
with Plaza Camino Real whereby the subject property will be m
subject to the Plaza Camino Real Public Parking Lot Operating
rnent between City of Carlsbad, Parking Authority of City of C
and Developer, Exhibit F to the Fourth Supplement to Agreemcn
Expansion of Plaza Carnino Real Regional. Shopping Center, wher
Plaza Camino Real operates the public parking areas owned by the Carlsbac
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' Parking Authority. In addition, the agreement shall provide f
the assumption by Plaza Camino Real of Carlsbad's obligations
under this section to operate and maintain the public parking .
SECTION 7: Indemnity.
Carlsbad shall indemnify Oceanside and hold Oceanside
harmless from and against any and all actions, claims, demands
costs, damages, penalties, expenses or liabilities of any kind
whatsoever by reason of the maintenance or operation of the
parking lot or by reason of the use thereof. This indemnifi-
cation shall include seasonable attorneys' fees which Oceansic
may expend in connection with any of the foregoing.
SECTION 8 : Insurance.
Carlsbad shall, from and after the date of this Leas€
cars-:. pcblic 1F;rhi.li.ty and property damaqe ins1:rance covsring
the parking lot written by financially responsible insurance
company(s1, authorized to do business in the State of Califorr
and with limits of liability of at least a combined single lin
of Two Million Dollars ($2,000,000~ per occurrence. All such
insurance shall name Oceanside as additional insured and shall
be maintained in full force and effect by Carlsbad for the tei
of this Lease.
Should the parking facilities be damacjjed by fire,
lightning, vandalism, malicious mischief or any other casualt;
Carlsbad shall cause the repair of such damage with all reasoj
able dispatch. Carlsbad shall procure and maintain or cause
be procured and maintained in full force an2 effect at all ti:
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.during the term of this Lease, a policy or policies of insurar
against loss or darnaye to the improvements of the parking lot,
resulting fro= fire, lightniny, vandalism, malicious mischief,
and such other perils as are ordinarily included in "fire and
extended coverage insurancep'' providing coverage at one hundrc
percent (100%) of the replacement value of said improvements
written by financially responsible insurance conpany (s) autho:
to do business in the State of California. Oceanside shall bt
named as an additional insured under said policy of insurance
Proceeds of the said insurance shall be applied toward the co
of repairs or replacements of said improvements.
Carlsbad shall cause policies of insurance or certif
thereof to be provided to Oceanside to evidence Carishad's
cornpliance wiih the requirements of this secti-on and providin
that the coverage under such policies shall not be reduced or
cancelled except after 'thirty (30) days written notice to
Oceanside. The insErance required under this section may be
obtained through blanket policies or contracts ~7iiich may cove
otlier proparties or Liabilities, provided that as respects tb
iiisurancc rezerred to in this section, there is separately st
and allocated in such policies or contracts wit11 respect to t
parking lot an amount at least. equal to the amount of insurar
required with respect to the parking lot as if: the same were
insured under separate policies or contracts of insiirance.
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SECTION 9: Purpose of Use.
Carlsbad shall be obligated to manage, operate *and
* maintain the parking area leased sa as to afford to the gener
public an off-street public parking lot for motor vehicles
without charge in accord with the Public Parking Law of 1349.
SECTION 10: Assignment and Sublease,
This lease and any interest herein shall not at any
tine, without the prior written consent of Oceanside, be
mortgaged, pleadged, assigned, subleased or transferred by
Carlsbad.
1. SECTICN 11: Assumption of Obligations.
Except for payment: of rent as provided in Section 3
above, Carlsbad may satisfy all or any part OE its ohligakior
to Oceanside under this Lease by €urnisking Oceanside with a
of ail agrcarnent between Carlsbad and Plaza Camino Real wheret
Plaza Camino Real assums responsibility for such obligation:
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SECTION 12: Surrender oE Leasehold. -
Upon the expiration of this Lease and in the absence
exercise sf any option to buy, Carlsbad. agrees that they sha:
surrender to Oceanside all. property then under lease hereuirdc
together with any inprovcnents thereon, j-n good order and coi
dition and in a state of repair that is consistent with prudc
use and conscientious maintenance except for reasonable wear
tear-
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SECTION 13: Right of Enkry.
Oceanside and its designated representative shall hav
the right to enter upon the leasehold during reasonable busine
hours arid in emergencies at all. times, for any purpose related
to Oceanside's rights or obligations under this agreement, or
for any other lawful purpose.
SECTION 14: Liens,
When Oceanside leases the property to Carlsbad it sha
be free of all liens and encumbrances, Carlsbad shall keep tl-
parking Pot free and clear of all material Liens or mechanics'
liens os any other similar lizns for repair, maintenance and
operation, services, labGr or materials which may arise from 5
t~ork don2 on the parking lot by or at the direction of Caxlshz
Carlsbad ma.y rln good faith contest the validity of any such lj
and shall at its expense defend itself and Oceanside against t
same and pay any final judgment whLcR may be rendered thereon
If Carlsbad elects to contest any such lien, they shall. recorc
a surety bond in accordance with California Civil Code Seetioi
KeLeasing the parking- lot from such lien within ten (lo) days
after ill becomes aware of the recordation of any such lien or
Carl sbad shall deliver the aforementioned bond to Oceanside.
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- SE:C7'TON 1-5 : Taxes,
The parties take the position that thc leasehold
constitutes public property free and exempt from a11 taxation
hovrevcr, Carl~bai; 2nd Ocearisi.de agree to ;joj.nt-3 y talic ~..:h>t--r~,ie
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steps may be necessary to contest any proposed tax or assessme
or to recover any tax or assessment paid,
c_ SECTION 16: Quiet Enjoyment.
The parties hereto mutually covenant and agree that
CarPsbad, by keeping and performing the covenants and acfmreerner
herein contained, shall at all times during the term, peaceab:
and quietly have, hold, and enjoy the leased property without
suit, trouble or hindrance’from Oceanside.
SECTION 17: Applicable Law,
This Lease shall be governed exclusively by the
provisions hereof and by the laws of the State of California,
subject to the waivers I exclusions, and provisions herein
contained.
.- SECYIOX 18 E Notices p
AI1 notices, statements, demands, requests, consents
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approvals, authorizations, offers, agreement.sr appointments,
or designations hereunder by either party to the otL or shall
in writing and shall be sufficj-ently given. and served upon kh
other party i€ sent United States registered mail, return
receipt requested, postage prepaid and addxessed as follows:
City of Oceanside
City Manager
. 321 North Nevada Street
Oceanside, CA 92054
City of Carlsbad
Ciky Manager
A200 Elm Avenue
Carlsbad, CA 32008
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SECTION 19 : Naiver.
The waiver by ,Oceanside of any breach by Carlsbad of
any term, covenant, or condition hereof shall not operate as
a waiver or any subsequent breach of the same OK any other ter
coyenant, ox condition hereof o
SECTION 20: Enforcement.
If Carlsbad shall at any time fail or refuse to pay
any obligation or perform any work or furnish any services
required on their part under this Lease, Oceanside may proseci
any proceeding at law or in equity to secure by way of specif
performance or otherwise Carlsbadts obligations,
SECTION 21: - ‘Validity. -
Xf any one or. nore.of the terms, provisions; promise
covenants, or coP*ditions of this Lease shall to any extkst he
adjudged i-nvalj-d, unenEorceable, void, or voidable, or unforc
able by Oceanside, or if €or any reason it is held by such a
Court that the covenants and conditions of Carlsbad hereunde~
including the covenants to pay rent hereunder, is uncnforceal
for the full tern1 hereunder, then and in such event for and :
consideration of the right of Carlsbad to possess, occupyI a
use the leasehold, which right in such event is hereby grantc
then this Lease shall thereupon become, and sliall he deeined tc
be, a lease from year to year under which the annual. rents
herein specified shall be paid by Carlsbad.
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IN WTISESS WiEREOF, Oceanside and Carlsbad have sign
this Lease as of the day and year first above written
ATTEST: CITY OF OCEANSIDE
IRENE U, DUEHWN, City Clerk PAUL G. GRAEIMll, Mayor
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APPROVED AS TO FORM:
Ronald E, Null., City Attorney
- .. ATTEST: CITY OF CARLSBAD
- -- ALETHA L, MUTENKRANZ f City Clerk RONALD C. PACXZARD f May(
APPROVED AS TO FORi4:
-___ Vincent E', Biondo I Jr.
City Attorney
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LEGAL DESCRIPTION
A parcel of land situated in the City of Oceanside,
County of San Diego, State of California, being a
portion of the northeast. quarter of Section 31,
Township 11 south, Range 4 West described as follows:
Beginning at the southeast corner of tne north half
of the northeast quarter of Section 31; thence along
the south line of said north half, north 89'42'19"
west, 325.70 feet to the true point of beginning;
thence r:orth 89'42t19tl west, 1150.70 feet; thence
leaving said south- line, north 46'36'53" east,
143.87 feet; theficc north, 312.85 feet; thence
north 88'0011811 east, 543.32 feet; thence north
8 9' 4 1 ' 2 8 l1 east, 500.04 feet; thence south 0'249111t
east, 439.22 €eet to the true point of begiiining-.
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AG R E EN L id T R EG A R D I 14 G M AN A GEM E IJT , 0 P E 13 AT IO N A N D M A I biT E N A NC E
OF PLAZA CAMINO REAL SHOPPIPJG CENTER
PARKING AREA IN OCEANSIDE __ _l_l --__-
by and -- THIS AGREEMENT is made as of
between the CITY OF CARLSBAD, a municipal corporation of the
State of California (IrCity1'), the PARKING AUTHORITY OF THE CITY
OF CARLSBAD, a body corporate and politic of the State of
California ( "Parking Authority") and PLAZA CAMIlJO REAL, a lirnite
partnership, organized under the laws of the State of California
(TrOperatorr') with reference to the following facts and circuri;-
stances:
A. City, Parking Authority and Operator have entered into
an agreement entitled "The Plaza Carnino Real Public Parking Lot
Operating Agreen~ent~' (the trPublic Parking Operating Agreementr') ,
whereby Operator has agreed to manage, operate and maintain a
certain public parking lot leased by the Parking Authority to
the City, as expanded pursuar,t to that certain agreement among C
Parking Authority and Operator entitled I1Agreeinent for Expansion
of Plaza Camino Real Shopping Center", dated November 5, 1975, a,
mended (the vrExparjsion Agreement") . Said public parking lot se!
the Plaza Camino Real Regional Shopping Center area.
B. To provide additional parking to serve the Plaza Camino
Real area, City has leased from the City of Oceanside a public
parking area i11 Oceanside (the flOceanside Parking Area") pursuan
to a lease with option to buy. Said lease (the "Oceanside-Carlsl.
Lease") is in the form attached as Exhibit G to the Fifth Suppler
(EXHIBIT rrH" TO FIFTH SUPPLEMENT)
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to the Expansion Agreement. Pursuant to the Fifth Supplement to
the Expansion Agreement, Operator has agreed to assume Carlsbad'
*obligations under said Lease with the exception of the obligatio
to pay rent. Operator wishes to also assume responsibility for
management , operation and maintenance of said parking area in
Oceanside in accordance with the provisions of the Public Parkin
Operating Agreement.
NOW, THEREFORE, the Parties agree as follows:
Operator agrees to manage, operate and maintain the Oceansi
Parking Area for the full term of the Oceanside-Carlsbad Lease.
With the exception of the obligation to pay rent, Operator shall
assume City's obligations under the Oceanside-Carlsbad Lease for
the Oceanside Parking Area.
Oceanside Parking Area from the City of Oceanside in accordance
with the option contained in the Oceanside-Carlsbad Lease, Opcrz
agrees to cor,tinue to manage, operate and maintain the Oceanside
Parking Area in accordance with the Public Parking Operating
Agreement for the remainder of the term thereof. Insofar as thc
Oceanside Parking Area is concerned, the references in Section 2
of the Public Parking Operating Aqreeinent to the parking lot shc
be deemed to include the Oceanside Parking Area and the rcferenc
in Section 5 of said Agreement to Leases shall be deemed to refc
to the Occanside-Carlsbad Lease and the references to certain
Grant Deeds shall be deemed to refer to the Grant Deed dated
In the event that City buys the
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as Docuii-ic.nt No. Off <.cia1 l?ccoi-cis c)f San D' cc'r?
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,County by means of which the City of Oceanside, as lessor of thf
Oceanside-Carlsbad Lease, acquired fee title to the Oceanside
Parking Area.
IN WITNESS WHER?2OF, City, Parking Authority and Operator
have caused thj-s agreement to be executed and attested by their
proper officers thereunto duly authorized, and their official
seals to be hereto affixed as of the date first above written.
ATTEST: CITY OF CARLSRAD
By :
ATTEST : PARKING P,UTHOIIITY OF THE CITY OF
I By :
PLAZA CAMINO REAL, a limited par
By: The May Stores Shopping Cent1
By :
By :
APPROVED AS To FORM:
Vincent F. Biondo, Jr.
City Attorney
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GHAi..j'l DEED - ___ -_____
The undersigned, PLAZA CAMILiO REAL, a limited partnership
organized and existing under the laws of the State or Californi
ttie general partrjer cf wliicli is Tile Lay Sbores Siioppi:!G Centers
Inc., (llGrantorff), hereby grants t.o CITY OF OCEANSIDE, a rnu2ici;
corporation, ( l'Grantee'lll) , the following described real propert
in Llie State of' California, County of San Diego! City oi' 0eear:s
more particularly described as foilous:
11 parcel of land situated in the CiLy ~f Oceanside,
Coarlty of Sari Diego, State of California, bei>g a
porrt;ion of the zortheast quarter of Se;:tion 31,
Township 11 sout,t?, fiange 4 'dest; described as follows:
Eegianing at the southeast cor:;er of the :jort.h half
of the :'iort.heast quarter of Sectior! 31; ther!cc alont;
ttie sout,li line of said north half', nortii 89'42'19''
west, 325.70 feet to the true point. of begi:!r;izg;
thence north 89'4211(J't west, 1150.70 feet; 'c.\;e?ce
leavizg said soutti line, north '!6'36'53" east.,
1.4 3. 8.l ,feet; thence north, 312. 85 feet ; ther;cc
:!orth &8'00' 18" east, 543. 32 feet; the:;ce r;ort.h
d(j'41'2fi'' east;, 5OO.UiI feet; ti-ler:ce SOU^,^ 0'24'11''
east, 439.22 feet to ti-~e true point of' beginn<r!g.
RESERVING UNTU i;R.Aiu'TOR, its successors arid assigns, and to
and for the benefit of each arid every portior) of' Lots 2, 3, 4, t
6, 10, 11, 12, 13, 14, 15, 1'7, 18, 19, 20, 23, 24, 25, 28 ar;d 2:
Carl:;bad Trzct '16-18 acc,ording to Iblap No. 8956 filed -in the Of 1.1
of the County liecorder of San Diego County, Calii'orRia or1 !:ugust
19,178 (hereinafter referred to as ttie "benefited lots") , easei1;er:t
on, under and over the land conveyed hereby as follows:
(a) Easerrieri'cs ( lier einafter referred to as I' i ;I stall a tion
easeiiie:,-ts" ) for:
(EXEIBIT "I" TO THE FIFTH SUPPLEMENT
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(i) The iristallation 2nd tiic?inter;ance of atilities
as may be necessary or appropriate to provide
utility service to the benefited lots. Grar;t;or
shall have the rigkLt to grant to utility
corripanies the appropr iaLe easements i'cr the
installation and inainte~ance of ut.ilitics as
may be r:ecessary to provide utility service
to,suc'r: lcts. All such utilities shall be
undergrcund, except with respect to ttiosis
facil i ties which are norrilally abovegrour!d
in co:?;iection with undergrourld utility systems.
'l'he term "utilities" as used herein, includes,
but i.s not limited to works ,, li::es, and struc-
tures necessary to provide the followini; produzts
or services to said bexei'jted lots: \:atcr,
sewers, drairJage, electricity, gas, LelephorJo
arid cable or closed circuit televisicn.
(ii) 'The purposes of erecting, constructing,
iiiairjtaining and operating signs to provide
propel- advertisement of and directions fur
business estabIishriier!ts located or: tkie
ber:ei'ii;ed lots.
(b) Easeniezts (hereiyjafter referred to as 'rcoinilior! use"
easements) for the ?urpo:je of. ingress a:itl egress by
any pedestrians, autornobiles, trucks a:~d any othe:-
vehicles to and f'rom the benefited lots, or a71j'
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portiorj thereof by traversing the 1ar:d conveyed hereb
i:i a::y direction,to or from .any poi:~t on the common
bouridary line of the land conveyed hereby and the
aforeriier:tioned Carlsbad Tracl; CT '(618, and tile par1Cj.R;
of such vehicles, including, but not. lilnited to, an
easciiient for access to a public street t.o wit: iiayli:ar
Drive; provided, however, that said cc)iilii\orl \JS~
easei1ieRt.s shall not be -exercised so as to irlterfere
witti the use of the land conveyed hereby f'cJr pliblic
parking lot pur poses arid said coiiiiliori use easeiliezts
shall be exercised consistent wit11 the eonfiguratioy;
of said public parking lot.
The easerrie:it; r igtits reserved hereby include the po1;er on tt
of Grantor, its successors and assigns, and the other owners of
beriefited lots, their successors and assigns, to grayit e:iseri:er:t:
licenses f'or tiie use of said easemerit rights t.0 otners, provide(
grants are .solely for tiie ber)efi t of the benefited lots.
The easerrient rigllts reserved hereby and any 1 icenses to
be granted thcreurjder are subject to the t'ollowing condition:
?'lie rights of usage under the cotxinon use easeriie:lts
sliall be noaexzlusive, and in coi;iu;cjn with the
rigtits of usage on the part of escli owxer 01'. or
licensee u:Jder such r ights and with all ii1e;iiber's of
the public, having the right or privilege for like
usage of the Parking Facilities under tiit. tt.r:iis
anci provisicns of that certair: Lease lit;reeiile::t,
10/20/78 -3-
.I -0 0.
, (hereinafter ref'erreti ___._._______I_ d a t,eJ
t,o as the "Lease"), by and bet,ween (;ra::tee arid tne
City of Carisbad, a tiiunicipal corporation.
The rights UYider t.he easements hereby. reserved shall be
appurtenhnt to the beriefited lots and ar:y portior~ thereof.
A. 'The conveyance hereby inade is also subject Lo the
following:
Z . 'Ihe Lease covering .tile land conveyed liereby
executed by Grantee herein as Lessor to the
City of Carlsbad, as Lessee. Said lease
conLai:,s an option to buy in favor of' tlie City
of' Carlsbad. if' the Option is exercised, the
cor~veyance to the City of Carlsbad will be
subject to the provisions of t,his Grarjt i!eed
to Grantee. Upon tne recordation of"said
conveyance to the City of Carlsbad, tlie
Graritee (City of Oceanside) will be r-eleLsed
from any liability under this Grant Deed
occuring after the recordation of tile eonveyacce.
2. 'Uie easements, rights-of-way, cor,di t,ions, cove:janl
restrictions, reservations, and sirni1.ar matters
of record or1 t\ie date of delivery of' this Cira::t.
Deed to Clrar:tee.
G. Tile corjvejiance hereby made is also subject to, and
Grantee, by its acceptance of this Deed, for itself, its suczes:
and assj yris, hereby makes arid agrees to the f'o1lowi:;g :ovenants:
conditions, and restrictions, fiaiilely:
11/3/78 -11 -
,I -0 0.
1. 'The larid conveyed hereby shall be held in trust
by Grantee, and its suc~essors, and dedicated
?erpetually to public use as a riiu;:icipal parkirjg
lot. zvailable to the public. CranLee, zr!d its
successors arlu assigns, shall operate tile riiurli,>ip:
parking lot without charGc i1.o the public ualess
such oliarGe to tile public is required by a?otlier
goverr:iiie::tal entity other than Gra:!tee or the Ci L:
of Cai-lsbad , or any ae;ency or inst1.ut;ie:it~~lit.y
thereof, as a part of a pariiirig iiia~a~eiiier!t prosrar
tr-arisportation control plan, or otiier go1Jeri:nier,t
regulation of parking and sudh charge caanot be
legally absorbed by Grar:t.ee or its successors and
assigns. Said parking lot shall be 1iia.ir;tained in
good corldition wikh all r~ecessary repairs aria re-
placenicnts arid shall be operated by Lrarlt,ee in
Su(>ii a 1llanr;er as to provide interr;a:. traffic
routing arid conkrol so as to rnairltzin groper flow
of traffi: arour:d arid witliir: said parkti"?; lot and
to provide at all tiriles access for ifigress and
egress to and from tile benefi teci loLs inciudir:~.;,
but not limited 'io, pedestrians, autoiiiobiies ar.d
i: o iii i,1 e r c i ii 1 v e h i c 1 c s e r: e(j in njak.i?;g dcijverit.s
to and pickups frorn establishnents O~J the 5e:;ef'ic-
cd lots and unloading opertior:s in cori:jectior:
tiiercwith. Said parki:)g lab shall be kept o?en
1 1 / 3 /'I 8 -5 -
1. om
for public parking or] all days, including holiuay
and at all hours except when there is no reasorj-
able need in the ber,efited lots for parkiris in
saiu parking lot, or when and insofar as :.easonabl
r:ecessary for repairs or rriaiatena:!ce. i-lo improve
irlents ~ structures) buildings l or facilities shall
be placed tliereon or therein wiiich obstruct ,
interfere xith or restrict ttie use of' ttie ?and
conveyed liereby as a riiunicipal parkii-ig luc, exeep
for decorative pla:;tings , light,ir.;g faci3.ities an3
other irriprovei;ients incidental to tile use of saiu
land as municipal parkifig lot.
*.
As used hcreir: , the teru "total tai;ing"
refers to a takizg, through or in 1IcL; of' eniir,e:,t
cJoi,i~~ir~ proceediyigs, of eighty percent (80%) or
mor'e of tile total area of tlie parkiKg lot azd
the teriii Ilpartial taking," refers to a takiag
through such proceealngs of any lesser area.
(a> 1;) the everit of a total taking, the COLI-
yensation alwarcied for each taking siiall
be apportioned between Gra:!tor acd Lrzntee,
anti their respecive successors and assigns ,
as their respective iriterests niay be ueter-
mirieu by the Court.
(b) .In tile event. of a partial taking, (;ra;.tee
shall cause the construction, upor1 tiie
11/3/78 -6 -
\I -0 e. _. .',
r ein a i :I i ri 8 po r t. i. o ri o f t 11 e 1 and c o 71 v e ye ti
hereby, of a multi-level parki rig structure
or struct,ures, or other I-eplacement parki:!g
facilities having capaz ity suf'fizierlt to
comperlsate, to the extcrit reasonably possibi
in liglit of such physical 1iIriitatio:;s such
partial taking itilposes, for the reducticr in
parking capacity caused by su:h partial taki
if and to the extent that. proc!ecds ;?pportio::
to it as a result of sucl~ taking are availab
Grar:tor tliay, at its election, contr i'uute t.3~
the cost of such repla2eiiie::t parking facil it
T!iat portion of any suc!i ;3warci apportioned t
Grantor as a result of such taki::~ shall be
retaineu by the Grantor.
..
2. If at any tiillc- or times Graritee fails to t3arry ou
or to cause to be carried ou'i, the iriaint.enance zr
operation of the land conveyed hereby as a publiz
parking lot in accordance with paragrapti 1 of
this Sectior: 11, or 'Lhe construction provided
f'or therein, if required, Grantor or its
successors or assigns, shall have the right
at .its electior;, in addition to a;?d lwlttiout.
pr e j u d i c e to a r) y o t ki e r r c:n e ti i e s , i :,I rii e d i a t e 1 y
t.o 2SSUiile and carry out thc iiiair,ter:a>ce ar,ci
operatio:) of' and coijstructioi-! on said la:,d
11/3/78 -7 -
Is) \% -e .. as a public- parkir~g lot, provided that: GrarJtor,
or its successors or assigr:s upon assunii::g
:juCil ii1ai:iter;ance and oper,at-ion, shall j)a.y the
cost thereof, until su'c\i 'ciilie .as i;ra:,t,ee
c;ssuuies arid is ready to carry out, or causes
another person, association, or corpc)ration
ready arid able to 63 so, to aSsuilie a:~d carry
out, the maintenance and operation of said 1s::d
2s a public parkirig lot in ai:cordar:ce' idit);
parai;rapi.i 1 of this Sectior, H.
,. 3. Sliould tile parking i'acilities be dati;ageci b'ji fire,
1 igiit,riing, vandalisic, malicious niischief or any
other casualty, Grantee shall cause the repair
of such dariiage with a1.1 reasonable Uispat~ii.
Grantee shall procure a:~d tIiaint,ain or caase to
be procured and iiiaintairied :in full i'orce a:jd
eff'el:tz at all times, a p01i.c~ or policies of
irlsurarice against loss or da:liage to the ii~iprove-
nients of the parkirig f'acilit ies, resultirjg fron
fire, lightr!i:jg, va::dal.isui, iiialic-ious mischief
and such other perils as. are ordin.arily ixcluded
in "fire arid extended coverage irisura::ce",
providir>g coverage at, one hundred percent (100%)
oi' the repiacerrlent value of said irilproveuents
written by a i'inancially responsible insurance
\:ompar,y( s) autiiorized to do busiaess i:; the State
11/3/7 8 -8-
,*, I' rrl) (I,
of' Calif'orriia. Anyone having possessiori of any
or all of said parking facilities under 3 lease,
1 icerise or otlier siiiiilar docutlient, or znyone to
who:^ all or any part of' said parking facilities
are assigned, pledged or placed i:) trust as
secErity for any loan fcir tlie cost or said im-
proverlients shall be named as addi Lional insured
under suzii poljcies of' irisurar:ce. itie i;.sur.a;i?e
c) b 1 i G a 'i i o rl s o f Gr an t e e ~LI r sua :I t to t. h i s ;jd r at; r a ph
are fulfilled if Grantee oauses tile procurei;ier3t
and iI;ainte:lance of :juCll insurance and Grantee or
its successcjrs and assigns are Vlacjed as additior:a
iasured u:!der said 2olicy of' i:isuranc:e. If. the
iinproveillents are to be repaired c)r rebui l'i all
proceeds of ir,surar,cc wi tti respect, to loss or
da:nar;:e skiall be applied tciwarci bile cost of said
repair or rebuilding.
..I
4. ErIforceilient of the conditions, restrictions,
reservations and covenants lierein provided may be
by any legally available remedies. Such remedies
shall include, but not be liiiiiteu to, ir:jur,ctioa
or spec i f-i c per i'orniance .
5. 'l'ti'is grant is ~ade on the express understar,dir:g
tliat the Lease constitutes valid arid bir~ding
obligations respectively on the part of Grantee
a:jd the Lessee therein nair;eci, actl should tne
11/3/7 8 - 9'-
.c m >*. -I.
.I
.-I
contrary be establisned at a::)' ti~ue during the
terrn of the Lease pursuant to c:Itry of ;r final
judgmerrt of' court of' coiript.ter,t, jurisdiction, the
entry of such judgrnent shal.1 constitute a zondit'
subsequent to the conveyance hereby iflade pursua::t
to wk,;ich all right, title and interest iri and to
-tile lar~d conveyeci hereby stiall revert, to and
revest ir: Grantor i:: the same raanne? as i i' t\iis
c~r~veyarice had never bee:) niade.
C. In (ihe event ?.list Grantee or its successors a::d
assigns fail to pcrforrll and fulfill1 the soveaant:
conditions 2r:d restrictions set forLh in Paragrai
I through 5 inclusive, for a period of r;inety (91
days after writter: notice froin Cra::tor or its
successors or assigns, Grarjtcr or i ts successors
assigns siiall have the right, at, its elecLior:, i.
additiori to and without prejudice to any other
reriledies, inimediately to terlnir:,ate the estate he!
gra;itcd for condition broker) by ree3terir:g tlie 1,
co:~veyed hereby pursuant to Ca1iforr:ia Civil Codl
Sectior, 1109 or any successor' statute.
'I. Lncii arid all of ttie cover,;ints, coriciitio;:s arid
restrictions herei:) sei f'orth shall be deexed
arid construed to be oonti:luir:c;, arld the extinqgi.
n;ent 0:' axy rigtit of erltry or reversio:! for ariy
breach sliall riot impair or af'i'ect s?;y of said
11/3/78 -10-
. *.'; -0 a*
coverlarrts, condit;icnns or restrictions so far as
any f'uture or other breach' is concerried. id0 i.:aiv
of' breach of any of' the covenar~ts, conditions a::c
restrictions herein contained shatl lie construed
to be a waiver of' any other breacli of tile same or
other covenants , co;ld i tioris or res'c~rictions
.r:or shall failure to enforce any o~e of siicli
covenants, conditions or restrict.ions eitller by
f'orfeiture or oLherwise, be const.rued as a
wa:iver of ar:y other coverja:lts, cor:clitions or
restrictions: provicied, however, that 110 such
breach shall defeat the lien or erieuuibranoe
.. affectirjg the land conveyed hereby azd i;i:jde in
gooti fai.th to secure indebtedness irjcurreu i:!
improving saiu larid l~or the uses a:,d purposes
aforesaid.
8. ?'he covenapts, corjditions and restrictions ni-ade
by (;rantee hereunder are hereby expressec to be
f'or the benefit of the lier,efited lots a:~u :ire
made expressly by Grantee to bind its successors
and ;Assigns i:1 favor of' Grar:tor- anti Ltie ow::ers
of the benefited lots and the respective succes-
sors and assigns of' Grantor ar:d said ow:;ers, a:i(.j
are expressly intended to Tu:! with such lape ;nd
each port.iori thereof.
11/3/78 -11-
, v*,, m w
t'LAZA CAliliNO REAL, a liinited pa
. [jy: Ttie IVikiy Stores SIiopping Ce
Sole Lecera1 PartRer
Gy -..- -- _-._-_______-__-___
fly -__ .-- -.--.- __.---__--.-_____.-___.^_ ..
STATE OF cALIt;oli;.JTA )
) ss.
COUNTY OF LOS AriGELES)
0 n , 1978, before iiie, the ur,ciersi -.-- ---- _---- -_I_-- -. -.--._.-_
-~--- Notary Public ~TI and for said State, personally appeared
S.IlOI)PII.JC C-EilTtitS, INC. , the corgorat,ion tiiat execuccd the wit.iii
instruir1F:T:t and k:!ow:l tc? tile to be Lhe persons izi110 executed tile \,i
instrui~:ent or: behalf of said corporat,iorl, said corporation bei?
to rile l;o.be o:!e of the jiart,rierS of PLAZ,A CAt,lib:O KEAL, a 1.imit.cci
partnership, the partnership that executed the wi'ihin instrur;ie::
ack::owledi;ed to ilie ttiat such corpor-atlor: executed the same as s
partner arid that such partnership executed the saixe.
-._._-._-_- c __-_.__--_.___.---_._-
, kriolm to me to be the
--_--___-I-_
kt19W:) to me to be of TiiE ?illy --------.- .- ----.- .--__--.._ __-. __.-.___ __ 7
1 VVL~NLSS .I ..- r- rny hanu and official seal.
-- _. .__-- .- -.-.._ -.__-_ _.___-___-____- .- _.-- Notary Public
11/3/78 -12-
F
** 4: - ,I. - m
c <-
Matters to iviiiEt1 the parking area to be conveyed to the
City of Oceanside will be subject:
1. The ft1;;t that ownership c~f said land does not ir:-cIude
rights of ingress and egress to or froni the f'reexa). adjacent th
said rights havir:g been relinquished to the State of California
instrur81e;!t, recorded January 14, 1954 ir! book 5112, page 24'4 of
off-icial records, liecorcler's File No. 5'/r(0.
2. 1 An easeiiic::t af'f'ectiny~ the porti~r~ of said 1ar:d a~:d for
purposes stated herein, and i:iC:ide:!t.al purposes i:: fav:!r- of Cit;
of Oceaxside for seb;er line recorded April 2'7, 1960, Rezoi-der's
File 140. 86965, affects tile following:
A strip of 1ar.d 10 feet in widt.11 lying in the
nortileast; quarter of the northeast quarter of
Section 31, towr~ship 11 south, range 4 ;Jest,
Sari Uernardino meridian, in the City of- 0c:ean-
side, iri the County of San DicGo, Siate of
Califorr~ia, the center line of whic11 is
described as follows:
!3eginni:ii; at the southeast; cor::er of Lhe r~orttieast
quarter of the northeast quarter, section 31 7
towri shi p 11 south, range 4 west , Sar! ijernard iyio
ineridiarj, ther!ce north 89'47_'50'' west, 325.7b
f-eet; tilerice nortii 0'3(5'20" east 356. 31 feet t.o
the point of beginnling;- thence sout.h 8~)'4.?'28~'
west, 511.13 feet; thence north 0'18'32" west to
the south right of way line, Vista !,iay, as show;!
on Skate Highway Plan Ida. XI-SU-lg6-0CO.
3. 'The f'act tiiat t.he own'ersliip of' said laad does :lot. in;:L
any rights of i::gress and egress to or frorn the freeway adjacer:
thereto, said r%igiit;s tiav.ing been rel i.n(;iii shed tv the St;ike of
California bjl instrument, recorded August 23, 1962, Recorder's
File No. 145111.
4. iir: easernt t affecting the portior1 of -sa!cj 1ar:ci
the purposes stated \)erein, and incidental purposes ir: favor 0:'
Vista Sanitation District and City of Carlsbad for right of way
to install, construct 7 recorjstruct,, operate, replace, resair ,
niaintair; ar:d use a sewer pipeline, togetlier wi ti-] its r:e;:essary
(EXFIBIT "J" TO FIFTH SUPPLEMENT)
- I
* c1 *. >. -* m *.
1
<.
fixtures ;ii.,ti ai)i-,i;r't.e::a:.ic(.:s, togo?;her with tlie r i!;ht of' izgress
. t;iicreto arid egres:; thcref~rom 7 recorcied 1loveii:ber 6 , 19'75 7 Record . File 140. 75-~103G~~, ai'fei:t,s:
A 10 foot. w-ide easernerit al.oEg arjd across a portio:,
of t\ie r,o:-th half of the north half of sectio:: 31,
towrlshi p 11 sgut'li, range ii west., Sar) irlernardirio
nieridiar!, in the City of Oceansicie, ir: the County
of Sar) ijiego, State of Callforni:i, accordii~g to
Unitfed St.ates Goverriment survey approved i\pril 5,
18d1, said easement beir-1'~; bourlued and described
as f'ollows:
Tlie south 10 feet of said nortli iiaif oLc the rlortli
half of' said section 31; tile easterly Le~r:~ir?&tio:~
of said 10 foot. strip bei:ig the :<esterly 1i;ie of
t,he iarnu iieszribed in 13c?rcel 2 of deed, to t!ie
City of (I;:eansiae, recorded April 120, 1:;53 as
I1ocume:;t ?lo. '['72'j'f iri boo\: '[.713, page 1-[3, ofSicia1
rezords 01' said Courlty; the westerly terniifiatior;
of said 10 foot strip being 40 feet west of ar:d
parallel Ldith ttie westerly line of' that parcel
of ].and 'described as the rjortli 45.02 feet of the
west 100.00 feet of the east 810.QO feet, of Lot,
3% of iiosp Eucalyptus Forest tract nu:li!icr l,, said
parcel beirlg dessribed in grant of' ease:i;e:It arid
right of i*iay recorded OcLober 9, 196ii a:j Documer:t
1.10. ltlli(j18 in of'ficial records of said Couylty.
5. Ck~~er:ant,s arid easenier:ts ;is co.rit.ai:~eti irl as Agreerrient,
..
recorded April 21, 1966, Recorder's I-ile i;o. 66916.
tieFerence is l11ade to said docunient €or full particul.ars.
Sai(! covcz;?rit.r,, conditions Zr,d restrictions have heen modified
by 2r1 instrui;ierlt recorded July 28, 1969, 3ecorder's File 140.
138915.
t.jOte: i3y an iristrmie9t. recorded, nugust 15, 1.978, liecoruer's
File iio. '/8-346433, said Agreernerjt was an;ended.
6. fir; /\~;ree~lit:nt to wiiicI1 ref'ere:)ce is !iercbg iliatie for i'ui
par ticul 21's dated iiugust. 15 , i9'18 I,:! and between 1'1 a~21 Car!iir!r)
Heal, a C;.ilifornia linii ted pal-triership, The Hay Depar+Lii;er:+L Stor
~o:!ipar~y, ;I [iex YOI-k iorporation, J. C. perirlc:y ~onipar~y , IT!,:. , a.
Delaware \:r)rporat ion, Sears, Roebuck and Co. , a lieid Yor-k torpor-
ation, Federated Departiiient Stores, Inc. , a Delaware coryoratioi
arid Carter liawley liaie Stores, 1::~. , a Cas if~orr~ia corporatic?
regarding Amerltied and Restated Construction, Operat,ion and Resi
-2-
w e. -.
9 t. *-e L
>
rocal Easement Agreement recorded August 15, 1978 as Recorder's
File 140. '18-346427.
7. Easements set forth in Memorandum of Lease between Pla
Camino Real, a California limited partnership and Carter Hawley
Stores, Inc., a California corporation, recorded August 15, 197
Recorder's File No. 346425 and the same easements to be contain
a deed frora Plaza Caiiiino Real to Carter Hawley Hale Stores, Inc
8. Easemefits for utilities for the expansion of the Plaza
Camino Heal Shopping center.
9. Any other matters approved by the City of Oceanside, wl
approval shall riot be unreasonably wi ttiheld.
-3-
i Ib 9 L I-*> \
a%, -1
FOURTH SLIPPLE?.IEXT TO I1CEIEEE.IENT
FOR EXPANLiON OF PLAZA I_-- CArq~h0 RkAL iiEGIONAi SnOPPING CENTER - --
This Agreement is made this 3rd day of August y I!
by and between the CITY OF CARLSBAD, California (the flCity?t), ti
PARKING AUTHORITY of the City of Carlsbad (the "Parking Authoril
and PLAZA CAMINO REAL, a California limited partnership ("Develc
WIT N E S S ETH
-- _-
WHEREAS, the parties to this Agreement have heretoi'ore entc
into an Agreement aated November 5, 1975 for expansion of the P:
Camino Real Shopping Center. Said Agreement has been amended b:
First Supplaent thereto dated February 3, 1976, a Second Suppic
thereto dated May 11, 1976 and a Third Supplerzent theretc: dated
November 16, 1976. The Parties wish to further amend said Agrel
in the inanner hereinafter set forth.
NOW, THEREFORE, the parties hereto agree a3 follows:
' *I Thc grant deed froi; De~clc;s.r t~ PrkL~g Aztkzrit 5 7 of
New Public Parking Area shall be in the form attached to this Fi
Supplement as Exhibit C. At the time of conveyance, title will
subject to the matters listed in Exhibit D to this Fourth Suppl
ment. The second sentence of Section 2.5 of Article 2 of the
Agreement dated November 5, 1975 is hereby deleted.
.
2. The lease between the Parking Authority and the City o
the New Public Parking Area shall be in the form agtached to th
Fourth Supplement as Exhibit E; provided, however, that said le
may be changed by the City and the Parking Authority prior to t
7/13/78 -1- Sections
77
I) * ,' J *I ~
L- <
sale of the bonds pursuant to Section 3.1 of the Agreement dated
November 5, 1375 if, and only if, in the opinion of bond counsel
changes in the lease are necessary to conform the document to th
requirements of federal or state law or administrative policy or
to insure the marketability of the bonds. The first sentence of
Section 2.6 of Article 3 of the Agreement dated November 5, 1975
is amended by inserting a period after the -ward ''City" in the
second line thereof ana deleting the balafice of said sentence.
3. Idhen the lease contanplated in Section 2.6 of the Agree
rnent dated November 5, 1975, as amended, is operative, City an6
Parking Authority shall enter into an agreement with Developer f
the operation and maintenance of the New Public Parking Area anc
the Fx5C;tFng PLIbli? Parkin:: !!re2 fr. the fnrm rtt2,nhPd t9 tkis
Fourth Supplement as Exhibit F. Developer will for the duratior
of said agreement and subject to the terms thereof, operate and
maintai:i the New Public Parking Area and the Existing Public Par
Area at no cost to the City or the Parking Authority. Section ;
of Article 2 of the Agreement dated November 5, 1975 is hereby
deleted.
4. Section 3.2 of Article 3 of the Agreement dated Novembl
1975 is hereby amended to read as follows:
"3.2 Obligation to Place Bonds
If the Parking Aathority is unable to sell the bonds at t.
maximum interest rate permitted by law, in no event to exceed e
percent (8%) per annum, then Developer shall find a bilyer for t
7/25/78 -2- Sectio
..
> * e .J r+\,
.’d
The buyer shall be entitled to purchase such bonds at the maximui
interest rate permitted by law, but not to exceed eight peycent
per annurn.n
5. Sections 4.1 and 4.2 of Article 4 of the Agreement date1
November 5, 1975 are hereby deleted,
IN WITNESS WHEREOF, the City, the Parking Authority and the
Developer have signed this Agreement as of the day and year firs
above written.
-- -
ATTEST: CITY OF CARLSBAD
<--j-jj’ fi-pFfl& Y’ c v
-P 8 /+&>X //L
BY*, g&L/.i! Ma .&J yo r
THE PARKING AUTHORITY OF THE CI?
ATTEST: OF CARLSBAD, CALIFORNIA
t
BY T-j -
E TT E ST : PLAZA CAMINO PEAL, a limited par
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-- GRANT DEED
The undersigned, PLAZA CAMINO REAL, a limited partnership
organized and existing under the laws of the State of California,
the general partner of which is The May Stores Shopping Centers,
Inc., (llCrantortl), hereby grants to THE PARKING AUTHORITY OF THE
CITY OF CARLSBAD, a public corporation, (lTGranteellll), the follow.
ing described real propzrty in the State of California, County
of San Diego, City of Carlsbad, more particularly described as
follows :
Lots 21 and 27 of Carlsbad Tract 76-18 according to
Map No. 8956 filed in the Office of the County Recorder
of said County on August 11, 1978.
RESERVING UNTO GRANTOR, its successors and assigns, and to
and for the benefit of each and every portion of adjoining Lots
2, 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 23, 24,
25, 28 and 29 of Tract CT 76-18 (hereinafter referred to as the
"adjoining lots'I), easements on, under and over the land conveye
hereby as follows:
(a) Easements (hereinafter referred to as llinstallation
easer~ents~~) for :
(i) The installation and maintenance of utilities
as may be necessary or appropriate to provide
utility service to the adjoining lots. Grantor .
shall have the right to grant to utility
companies the appropriate easements for the
installation and maintenance of utilities as
Exhibit C
ey he necessary to provi utility 'service 0 .. .. ., ', >\ '
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to such lots. All such utilities shall be ..
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. underground, e,xcept with respec't to those
facilities which are normally aboveground
in connection with underground utility syster
The term "utilities" as used herein, include:
but is not limited to works, lines, and
structures necessary to provide the followin5
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' products or services to. the adjoining .lots:
water, sewers , drainage, elc-.ctricity, gas,
.. telephone and cable or closed circuit televi:
The 'purposes of erectlng, constructing, main.
ing and operating signs to provide proper ad3
rnent -of and direction's for business establisl
located on the adjoining lots.,
(ii)
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(b) Easements (hereinafter referred to as "common use"
.. easements) for the-purpose of ingress .and egress b: -. f.
any pedestrians, automobiles, trucks and ar.y other
. vehicle.; to and from the adjoining lots, or ay
portion thereof by 'traversing the land conveyed he
iniaay direction to or .from any point on the commo
boundary line of the land conveyed hereby and the
. adjoining lots or any portion thereof., and the par
of such vehicles including, but not limited tot, an
easement for access to Lot 21 of the aforementione
. CT 76-18 and from there to a puhlic street, to wit
. Marron Road; provided hckrcvcr that said conunon use
easement shall not be exercised so as to interfere
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with the use ,of the 'land conveyed hereby for public
parking lot purposes and said common use easements
shall be exercised -consistent with the. configuratic
of said public parking 1ot.t
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c e ,. The easement rights reserved hereby include the power 01
the part of Grantor, its successors and assigns, and the othe:
owners of the adjoining lots, their successors and assigns, tc
gr&t easexcnts and licenses for the use of s-lid easement rig:
tQ Others, p,rovided such grants are sole1.y for the benefit of
adjoining lots. e. ..
The easement rights reserved hereby and any licenses to
be granteci thereunder ;.re subject to the following condition:
Aa1s riSh?s OE iisacje qiider the conuno>n bse easements
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.. shall be nonexclusive, and in common with the
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I .rights of usage on the part of each owner of or
' Picensee under such rights an6 with'kll merbers of
.the public having'the right or privilege for like
usage of the Parking Facilities under the terms
0 and provisions of that certain Lease Agreement,
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dated r (hereinafter referred
to as the "Lease"), by and between Grantee and the
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.. . City of Carlsbad, a nunicipal. corpraticn.
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. The rights under the easements hereby reserved shall be
-appurtenant to the adjoining lots and any portion thereof. . 9
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A, The, conveyance hereby inacie is a~-so subjeqt; to't.he
r'ol lowi ng :
1. The Lease covering the land conveyed.hereby
' executed by Grantee herein as Lessor to the
t City of Carlsbad, as Lessee.'
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.. 2. The easements, rights-of-way, conditions, cover
restrictions,, reservations, and similsr, matter:
of record on the date of delivery of this Grani
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.. - Deed to Grantee.
B. The conveyance hereby made is also subject LO, and
Grantee, by its acceptancc of this Ceed, for itself, its succc
arid assigns; hereby makes and agrees eo the following convenai
conditions, and restrictions, namely:'
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I, Tile ianci conveyeci hereby snaii b? hela in crus
by,Grantee, and its successors, and dedicated
' perpetually to public use as a municipal parki
lot available to the public. 'Grantee, and its
successors and .ass'igns, shall operate the muni
parking lot without charge to the public unles
- such charge to the public is required by anoth
governmental entity other than Grantee or the'
of Carlsbad, or any agency or instrumentality
thereof,",as a part of a parking management pro
, ' transportation control plan, or other governme
regulation of parking and such charge cannot k
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. .. 3ecja11y absorbed by Grantee or its successors
* and assigns. Said parking lot shall'be main- ..(
.. tained in'gccd condition with all necessary
repair's and replacements and shall be operated'
by Grantee in such a mdnner as to provide intei
traffic routing and control so as to maintain
proper flow of traffic around s.nd within said
parking lot and to,provi.de at a3.1 times access
for ingress and egress to and from the adjoinii
. lots including, but not 1i.niitcd to, pedestrian:
automobiles and commercial .vehicles engaged in
making deliveries to and pickups from establis:
.. ments 011 the adjoining lots and unloading opcr
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fz ~~ii~'~<L-jfi~, ''. uieieiviLii. Sai.6 parking iot. sha
- kept open for public parking on ax1 days, incl
-holidays, and at all hours except when there i . 0
. no reasonable need in the adjoining lots fGr
parking in said parking lot or when and insofa
as rcasonably necessary f~r repairs or mainten
No improvements, structures, buildings, or fac
shall be placed thereon or therein which obstr
interfere with or restrict the use of the land
conveyed-.hereby as a municipal parking lot, ex
for decorative plantings , lighting faciiities
sther,improvemcnts incidental to the use of sa
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e . land as a municipal parking lot.
.As used herein, the term ''tot.al taking"
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refers to a taking, throug.h'or in lieu of emine
domain proceedings, of eighty percent (80%) or ..
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.. more of the total area of the parking lot and
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the' term "partial taking" refers to a taking
through'such proceedings of any lesser area.
(a.) ..In the event of a total taking, the com-
. pensation awarded for such taking shall
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be apportioned as follows: Grantee shall
receive out of the award for such taking
amount equal to its unpaid indebtedqess f
the csst of improveneqts and costs of ope
'. ation and maintenan.ce of the parking faci
incurred by it, less the amount held by c
for it for any such purposes. The balanc
of the award fcr 'such takiag shfl 5s
apportioned between Grantor and Grantee,
and their respective successors and assic
.. as their respective interests may be dete
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. e' (b) In'the event of a partial taking, Grantee
0 shktll cause the construction, upon the
remaining portion of the land conveyed
hereby, of a multi-level, parking structui
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or, structures, or other replacement parkir
facilities 'having capacity .sufficient to
conpmsztc, to thc extent reasonably poss:
in light' of such physical limitations sucl
partial taking imposes, for the reduction
parking capacity caused by such partial
taking if and to the extent that proceeds
apportioned to it as a result of such tak
are available. Grantor mcy, at its elect
contribute toward the cost of such replac
rnent parking facilities, In the event th
the proceeds of any such award in eminent
domain apportioned to Grantee or its succ
in ir,terest are not required to be so use
as above-provided, such proceeds shall be
1. deposited in a fund for discharge or rede
of any indebtedness sf Gran'tee in connect
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with the initial construction of said par
Sacilities or to'Grantee if such indebted
has been fully discharged. That portion
any such award apportioned to Grantor as.
a result of such taking shall be retainel
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2. If at any time or'times Grantee fa,ils to carrl
- ' or to cause to be carried out, the maintcnancc
operation of 'the land conveyed hereby as a put:
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*parking lot in accordance with paragraph 1 of
this Section B, or tlle construction provided
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' for therein, if required, Grantor or its
successors or assigns, shall have the right at
t '.. its election, in addition to and without
prejudice to any other remedies, immediately
to assume and carry out the maintenance and
operdtion' of and construction 3n said land as
a public parking lot, provided that Grantor,
or its succcs.sors or assigns upon assuming suc
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.. . maintenance and operation,'shal'l pay the cost
'thereof, until such tine as Grantee assumes
and is ready to carry out, .or causes znothcr
person, association, or corporation ready ar.d * -.
.. able to do so, to assume and carry out the
8 maintenance and operation of said land as a
.. . pu'.:lic parking lot in acqordance with paragraE
0.f' this Section B.'
.3. Should the parking facilities be damaged by fi
.. lightning, vandalism, malicious mischief or ar
other casualty, Grantee shall cause the repaii
such damage with all reasonable dispatch. ' Gr;
shall pr&ure, and maintain or'cause to be proc
. and maintained in full force and effect at all
a policy or policies'of insurance against loss
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.. * darnaye to the improvements of the payking facii
resulting from fire, lightning, vandalism, ma3.i
mischief and such other perils as are ordinaril
included in "fire and extended 8 coverage insurar
provi-ding coverage at one hundred percent (100:
of the replacement value of said improvements
written by a financially responsible insurance
. , company(s) authorized to do business in the Sti
of California.' Anyone having possession of an;
all of said parking facilities under a lease,
or other similar docmento or anyone to whom a
any part of said parking facilities are assign
pledged or placed in trust, as security €or any
for'the cost of said improvements shall be nain
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1, , as additional insured under such policies of
insurance. The insurance obliga-tions'of Grant
pui-suamt to this paragraph are fulfilled if GI
causes the procurement and maintenance of suck
. . *insurance and Grantee or its successors an2 as
are named as additional insured under said pol
of insurance. I€ the Improv&ents are to be*
repaired or rebuilt all proceeds of insurance
respect'to loss or damage shall be applied tot
a the cost of said repair or rebuiSding. If tht
improvements are not required to be repaired I
rebuilt as provided for herein, all proceeds ..
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.of insurance with respect to loss or damage sha
bd deposited in a fun? for redemption of indebt
ness of Grantee in connection with the construc
of said parking facility improvements -
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.4. Enforcement of the conditions, restrictions, ;. i
reservations and covenants here'in provided mzy
by ,any legally available remedies. Such remedi
shall include, but not be limited to, injunctic
or specific performance,
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5, .This grant is .made on the express understandin?
that the Lease constitutes valid, and binding
obligations respectively OR the part of Grantee
and the Lessee therein named, ani! should.the
coittrary be estabXskec?. at any time during the
term of the Lease pursuant to entky of a final
judgment of court of competent jurisdication, 't
ent;:y of such jadqiient .shall constitiite a condj
subsequent to the conveyance hereby made pursuz
to which all right, title and interest in and 1
the land conveyed hereby shall revert to and
revest in Grantor in the ssme manner as if thi:
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.- *. conveyance' had never been made, 1
, 6, In the event that Grantee or its successors anc
..; .. e - ' assigns fail to perform and fulfill the conveni
. conditions <and restrictions set forth in Paragraphs 1
5 hclusivc, for a pcriod of nbcty (901 days after wri
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notice from Grantor or its success'ors or assig:
Grantor or its successors or assigns shall hav,
right, at its election, in kZ6ition to and wit
prejudice to any other yemedies, immediately t
terminate the estate herein granted for condit
broken by reentering the land mnveyed hereby
pursuant to California civil Code Section 1109
or any successor statute.
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.. 7, Each and all of the covenants, conditions and
b restrictions herein set forth shall be deemed .. ..
and construed to be continuing,' and the ex-tinq
merit of'any right of entry or reversion for an
breach shall zst izpir-or'affec'i any 01 sai6
convenants, conditions or restrictions so far
any future' or other breach is concerned.
of breach of any of the covenants, conhitions
restrictions herein contained.shal1 be constru
to ba a waiver.of any other breach of the same
other covenants, conditions or restrictions
.nor shall failure to enforce any one of such
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:- .. . covenants, conditions or restrictions either b
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forfeiture or otherwise, be construed as 2
waiver of any'other covenants, conditions ,or
restrZctions:providcd, however, that no such .
breach shall defeat the lien-or encumbrance
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affecting the land conveyed hereby an6 made in
good faith to secure indebtedness incurred in
bproving said land €or the uses and purposes
aforesaid.
8. The covenants, conditions and restrictions mad
by Grantee hereunder are hereby expressed to 1
for the benefit of the adjoining lots
made expressly by Grantee to bind its successc
and assigns in favor of Grantor and the owner:
of the adjoining lots and the respective
successors asrd assigns of Grantor and said 0x1
and are expressly intended to run with such 1;
and each portion thereof.
and are
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PLAZA CAMINO REAL, a limited p<
; By: The May Stores Shopping C
Xnc., Sole Generzl Partne i
i 1
BY
33Y-
GRANTOR
IAcknowledgements to be added) -
7-127"
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Record r,..;~tters ti, tJhich tine New Public Parking Area wili be
subject:
1. Matters of record as of the date hereof.
2. The following documents, copies of which have been furn
ishec! to the Parking Authority:
(a) Amended and Restated Construction, Operation and
Reciprocal Easement Agreement among Plaza Camino Real
(llDeveloper'r), The May Department Stores Company (llMayl') 3
J.C. Penney Company, Inc. ("Penney1?), Sears, Roebuck and CG
(qlSearsll) , Federated De2artment Stores, Inc. (lfFederatedll)
and Carter Hawley Hales Stores, Inc. (llCarterrl);
Developer s May, Penney , Sears, Federated, Carter, May Pro-
perties, inc. and New Marjoram Associates;
(b) Assignment of Rights of Reentry and Agreement amon
(c) Second Amendment of Agreement among Ceveloper, May
Prop~rt,ies: Penney and Grove Apartments Tnveqcment, Cr,. ;
(d) Easements set forth in Elemorandum of Lease betweer
Developer and Sears;
(e) Easements set forth in deed from Developer to Fed€
a ted ;
(f) Easements set forth in Memorandum of Lease betweer
Developer and Carter.
3. Easements for utilities for the expansion.
4. All matters shown on the final map for Carlsbad Tract 1
CT 75-18.
5. Any other matters approved by Parking Authority, which
approval shall not be unreasonably withheld.
7/25/78 EXHIBIT D
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PROPOSED LEASE AGREEMENT
This Lease Agreement made as of the day of
1978, by and between the Parking Authority of the City of
Carlsbad {hereinafter sometimes referred to as the "Authority
a public body corporate and politic organized and exisiting
under the laws of the State of California, and the City of
Carlshad (hereinafter called the "City") , a municipal corpora
organized and existixg under the laws of the State of Califor
WITNESSETH :
WHEREAS, the Authority is a public corporation created
under and exercising its powers pursuant to the Parking Law
of 1949, Part 2 of Division 18, commencing at Section 32500,
of the Streets and Highways Code of the State of California,
and under said Law has the power to issue retenue bonds for
the purpose of financing the acquisition of public parking
facilities; and
WHEREAS, the Authority proposes to acquire that certain
land in the City of Carlsbad, California (hereinafter some-
times called the "Site"), which is described in Exhibit A
attached hereto, and-the off-street parking improvements
thereon (the Site and off-street parking improvements thereor
are sometimes collectively referred to herein as "Parking
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WHEREAS, the estimzlted cost and expense of said acquisit
is $ ; and
e WHEREAS, the Authority proposes to issue revenue bonds
in the principal amount of $ for the purposc of
financfng ths acGuisition cf szid public Parking Faci-lities;
and
WHEREAS, under said Parking Law of 1949, and particular
Section 32957 thereof, the Authority has the power to lease
said Parking Facilities to the City without the necessity of
inviting bids;
NOW, THEREFORE, in consideration of the mutual promises
and agreements herein contained, the parties hereto agree as
folloi4s:
SECTION 1. ISSUANCE AND SALE OF BONDS
The Authority agrees that, as promptly as feasible foll
the date of this Lease Agreement, it will use its best effor
to issue and sell revenue bonds in a principal &n?ount wkj.Ch,
together with other available funds of the Authority, is est
Exhibit E
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to be sufficient to finance the acquisition referred to in t-1
recitals hereof and in Section 2 hereof; and to pay other CO:
and expenses in connection with such acquisition. Said bond: are hereinafter sometimes referred to as the "revenue bonds"
of the Authority and shall be issued pursuant to that certaii
Resolution entitled "ReSGlutiOn of the Parking Authority of 1
City of Carlsbad, California, Authorizing the Issuance of
$ Bonds of Said Authority and Providing for the Terr and Conditions for the Issuance of Said Bonds".
SECTION 2. ACQUISITION OF PARKING FACILITIES
The Authority agrees to acquire, with the proceeds of t:
revenue bonds and other available funds, the Parking Facilit
and perform all undertakings incidental or advantageous therl
so that the Paking Facilities are suitable for use for park
purposes. Such acquisition shall be made as promptly as fea
if any, legal, financing consultant and engineering fees and other CI
incurred by the City ir, connecticn ;vith said acquisition fro
proceeds of the revenue bonds.
The City shall be reimbursed for advances made,
SECTION 3. LEPSE OF PARKING FACILITIES-BASE RENTAL
The Authority hereby leases to the City the Parking Fac
The term of the lease shall commence on the date the Tarking
Facilities are conveyed to the Authority and shall terminate
on the Gate the revenEe bonds have been retired or provision
for payment made. The City agrees to pay rental for such us
in the amount of $ during each fiscal year of this
Lease Agreement (hereinafter referred to as "Base Rental") I
that no Base Rental shall be payable by the City for occupan
prior to
Commencing said rentals shall be
in quarterly installments in advance on the first days of
f and and shall be payable-;
penalty on or before the last days of and of each fiscal year. I
SECTION 4. ADJUSTMENT CJF XENT
The Base Rental above set forth is based upon the sched
for adjustment of rental, iaarked Exhibit B and made a part I-
Such schedule is used for computing the yearly rental necess
for Authority to receive to enable it to pay the principal c
and interest on its bonds so that they will be serviced and
tired as set forth in the Resolution and furnish the Authori
with the necessary reserves. When the interest rate or rate
on the Authority's Bonds are known, Authority and City shall
compute the rental in the same manner, based upon said figui
and shall adjEst the rental upwards or downwards to the new
figures so determined.
SECTION 5. TAXES, ASSESSMENT, INSURANCE, ETC.-ADDITIOI
RENTAL .
1 As rental in addition to and after the commencement of
rental under Section 3 (hereinafter referred to as "additiol
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rental”), the City agrees to pay and discharge (1) all utilit
taxes, and assessments, if any, of any type or character levj
at any time during the term of the lease hereunder upon the
Parking Facilities or upon the City’s or the Authority’s intc
therein or upon the operation of the property leased or upon
come or other revenue derived by the City or by the Authorit]
therefrom; (2) ths insurance premiums on all insurance requil:
or permitted on the property leased; (3) all costs and expen:
which the Authority may incur including but not limited to f;
agent’s fees, costs and expenses of maintenance and operatioi
a result of any default by the City under Ynis Agreement, in-
cluding but not limited to fiscal agent’s fees, costs and ex.
penses of maintenance and operation as a result of any defau
by the City under this Agreement, including reasonable attor
fees and the costs and expenses of any suit or action at law
enforce the terms and conditions of this P.greement; and (4) a
necessary to maintain a working capital fund of $1500 €or th
foregoing. The additional rental. payable hereunder shall be
by the City within ten (10) days after notice in writing fro
Authority to the City stating the amount of additional renta
due and payable and the purpose thereof; proyided, that ths
liability for additional rental shall he limited to the bala
due after any credits under the Resolution pursuant to which
bonds of the Authority are issued.
SECTION 6 e PlAINTENANCE, OPERATIONS, EMCUMBRANCES , ETC.
The City shall, at its own expense, maintain durir.g i-hc
term of the lease hereunder the Parking Facilities in good
order, condition and repair and shall pay all costs and expe
of operating the same as a public parking facility, it beinc
understood and agreed that the Authority is obligated to prc
only the Parking Facilities as expressly provided herein an(
zc ch1F~~fFnn to nay anv cost or expense of any kind or chai
in connection with or related to the management, operati-on c
maintenance of the parking facilities during the term of thf
lease hereunder. The City agrees to keep the Parking Facil:
free and clear of a11 liens, charges and encumbrances. The
Aukhority agrees that, at the time the term of the lease he
under commences, it will have fee title to the Parking Faci
sabjzct to such conditions, reservations, exceptions and ri
of way of record as do not substantially interfere with the
of the Parking Facilities by the City for public parking pu
- SECTION 7. CONSIDERATION, SOURCE OF FUNDS FOR RENTALS
(a) Based upon reports 2nd other evidence submitted,
parties hereto have each determined and have agreed that th
rentals payable by the City hereunder (including rentals pa
able under Section 3, 4 and 5 hereof) represent fair rental
values for the Parking Facilities leased hereunder. Said
rentals shall be payable year by year as specified herein f
and in consideration of the right of use and occupancy fror
year to year as granted by this Agreement and in considerai
of the continued quiet use and enjoyment thereof during thc
term specified herein.
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(b) The City hereby covenants and agrees to take such
actions as may be necessary to include and maintain in its
budget for each fiscal year all rentals payable by the City
during such fiscal year, to make the necessary.appropriations
for all such rentals and to provide the funds necessary to me
such appropriations, it being understood that the Authority .
will pledge t.he rentals due hereunder for the payment and
security of the revenue bonds, and the interest thereon, issx
as speclzi'ied In Section 1 hereof.
SECTION 8. ADDITIONS Ah'D IMPROVEMENTS
The City shall have the right during the term specified
in this Ayrcemmt, at its own expense, to make any additions
to or improvements of the Parking Facilities leased hereunder
which do not impair the utility thereof as parking places, tc
attach fixtures, structures or signs thereto, and to affix ai
personal. property to the improvements on the Site. Title to
all property so affixed shall remain in the City.
SECTION 9. 1NSiii;cuUCE
Authority shall, during the term of this Lease Agreemen-
keep or cause to be kept a policy or policies of insurance
against loss or damage to the City and the improvements thert
resulting from fire, lightning, vandalism, malicious mischie
riot and civil conmotion and such perils ordinarily d-.finec?
"'extended coverace" and other perils as Authority and City m
agree should be insured against on forms ar,d in amounts saki
factory to each.
During the term of this Agreement, Authority shall keep
or cause to be kept public liability and property damage
polS.cies protecting both Authority and City on forms and in
amounts satisfactory to each,
The Authority may also carry or cause to be carried SUC
i other insurance as is required by the resolution providing f
the issuance of the revenue bonds,
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All premiums and charges paid by Authority for all of t
aforesaid insurance shall be paid to the Authority in zcccrd
with the provisions of Section 5. Any such premium for a PC
partly within such period shall be prorated.
Authority hereunder may be provided by the City.
At the o2tion of the City any insurance required by
Notwithstanding the generality of the foregoing, the
Authority shall not be required to maintain or cause to be
maintained any insurance which is not available from reputat
insurers on the open market or more insurance than is specij
ically referred to above. To the extent that there are any
excess Froceeds from insurance remaining after compliance .
with or provision for compliance with all of the terms of
this Lease Agreement and after payment or provision for pay ntent sf all outstanding revenue bonds of the Authority, the
such excess proceeds shall be distributed to the Authority
City as their interest may appear.
4.
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SECTION 10. ABATEMENT OF RENTAL
The rentals hereunder shall abate during any period in
which by reason of any damage or destruction there is a sub-
stantial interference with the use and occupancy by the City
If only a portion of the Parking Facilities is rendered so
untenantable, the rental shall abate in the proportion which
the parking capacity of such portion bears to the total park
capacity of the facilities iiixiiediately prior to such daz:.ac;e
destruction. Such abatement shall continue for the period c
mencing with such destruction or damage and ending with the
substantial completion by the Authority of the work or repai
or reconstruction. In the event of any such damage or destr
tion, this Agreement shall continue in full force and effect
-the City waives any right to terminate this Agreement by rea
of any such damage or destruction.
SECTION 11. CITY'S OBLIGATION TO OPERATE
The City shall be obligated to so use and operate the
parking facilities leased so as to afford to the public the
benefits contemplated by this Lease Agreement and to permit
the Authority to carry out its covenants to its bondholders.
SECTION 12. ASSIGNMENT AND SUBLEASE
Neither this Lease Agreement nor any interest of the Ci
herein shall, at ar,y time after the date hcrecf, withoxt the
prior written consent of the Authority, be mortgaged, pledge
assigned or transferred by the City by voluntary act or by
operation of law, or otherwise, except as specifically provi
herein. The City shall at all times remain liable for tk ;
formance of the covenants and conditions on its part to be F
formed, notwithstanding any assigning, transferring or sublf
which may be made. The City shall have the right to subiea:
permit the use by others of all or any part of the facilitit
leased, but nothing herein contained shall be construed to 1
the City from its obligation to pay rentals as provided in i
Agreement or relieve the City from any other obligations COI
tained herein. The Authority may issue its revenue bonds a:
contemplated by Section 1 hereof, may pledge to the payment
said bonds and the interest thereon the rentals to be receiP
hereunder, and may make all necessary covenants for the pro-
tection and security of the bondholders.
SECTION 13. EMINENT DOVAIN
If the whole of the Site together with any improvement
thereon, or so much thereof as to render the remainder unus for parking purpDses, shall be taken under the power of emi
domain, then this Agreement shall terminate. In such event rent provided herein shall abate. If less than the whole o
the Site, together with any improvementsthereon, shall be t under the power of eminent domain, and the remainder is usa
for parking purposes, then this Agreement shall continue in
force and effect as to such remainder and the parties waive
benefit of any law to the contrary. In such event there sh
5.
*I 0 a
a partial abatement of the rent hereunder in an amount equiv-
alent to that portion of the rent hereunder for the portion
taken which the parking capacity of the portion taken bears
to the total previous parking capacity of the Site and the
improvements thereon.
Any award made in eminent domain proceedings for the
taking or damaging of the Site or the improvements thereon
in whole or in part shall be paid to the Authority for the
benefit of the holders of the outstanding revenue bonds of
the Authority and shall be used as provided in the resolutioi
under which the revenue bonds are issued subject to such
reversionary or other rights to share in any such award as
may be contained in any document of record relating to the
site. The City shall have no interest in or thereto and
shall not be entitled to any part of such award.
SECTION 14. SURFENDER OF LEASED PREMISES
Upon the expiration of this Lease Agreement the City
agrees that it shall surrender to the Authority all property
then under lease hereunder, together with any improvements
thereon, in good order and condition and in a state of repai
that is consistent with prudent xse and conscientious main-
tenance except for reasonable wear and tear.
SECTION 15. RIGHT OF ENTRY
The Authority and its designated representatives shall
have the right to enter upon the leased property during rea-
sonable business hours (and in emergencies at all times),
(i) to inspect the same, (ii) for any purpose connected wit?
the City's rights or obligations under this Agreement, and (FFF! for all other lawful purposes.
SECTXON 16. LIENS
The City agrees to pay, when due, all suns of money thz
ma? become due for, or purporting to be for, any labor, serT
materials, supplies or equipment alleged to have been furnir
or to Se furnished to or for the City in, upon or about the
leased property and which may be secured by any mechanics',
materialmen's or other lien against the leased property, an(
the Authority's interest therein, and will cause each such
to be fully discharged and released at the time the perform(
of any obligation secured by any such lien matures and/or bc
comes due, provided, however, that if the Citydesiresto COJ
any such lien, it may do so, but notwithstanding any such c
test, if any, such lien shall be reduced to final judgment
such judgment or such process as may be issued for the enfo
ment.thereof is not promptly stayed, or if so stayed and sa
stay thereafter cxsires, then and in any such event the Cit
shall forthwith pay and discharge said judgment,
SECTION 17. .TAXES
The parties understand that the leased property consti public property free and exempt from all taxation; however,
6.
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Authority agrees to take.whatever steps may be necessary,
upon written request by the City, to contest any proposed
tax or assessment, or to take steps necessary to recover
any tax or assessment paid. The City agrees to reimburse
the Authority for any and all costs and expenses thus in-
curred by the Authority.
SECTION 18. QUIET ENJOYIIENT
The parties hereto mutually covenant and agree that the
City, by keeping and performing .the covenants and agreements
herein contained, shall at all times during the several terv:
peaceably and quietly have, hold, and enjoy the leased propel
without suit, trouble or hindrance from the Authority.
SECTION 19. LAW GOVERNING
This Agreement shall be governed exclusively by the pro
visions hereof and by the laws of the State of California,
subject to the waivers, exclusions and provisions herein con.
tairied.
SECTION 20. NOTICES
All notices, statements, demands, requests, consents,
approvals, authorizations, offers, agreements, appointments
or designations hereunder by either party to the other shall
be in writing and shall be sufficiently given and served up0
the other party, if sent by United States registered mail,
return receipt requested, postage prepaid and addressed as
follows:
City--City Clerk, City Hall, Carlsbad, Ca2ifornia.
Nuthoriiy---L"fez3.; ~f thc ,kthc?rFty--Af siich address as
Authority shall designate for such purpose.
SECTION 21. WAIVER
The waiver of the Authority of any breach by the City
of any term, covenant or condition hereof shall not operate
as a waiver of &ny subsequent Sreach of the same or any othc
term, covenant or condition hereof.
SECTION 22. DEFAULT BY CITY
If (a) the City shall fail to pay any rental payable
hereunder within fifteen days from the date such rentai is
payable, or (b) the Ciky shall fail to keep any such other
terms, covenants or conditions contained herein for a perio
of twenty-five days after written notice thereof from the
Authority to the City, or (c} the City shall abandon or
vacate the premises, or (a) the City's interest in this Lea!
Agreement or any part thereof shall be assigned or transfer
without the written consent of the Authority, either vol-
untarily or by operation of law, or (e) the City shall file
any petition or institute any proceedings where or whereby
the City asks or seeks or prays to be adjudicated a bankrug
7.
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or to be discharged from any or all of its debts or obligatic
or offers to the City's creditors to effect a composition or
extension of time to pay the City's debts, or asks, seeks or
prays for a reorganization or to effect a plan of reorganizai
or for a readjustment of the City's debts, or for any other
similar relief, or (f) any such petition or any such proceed:
of the same or similar kind or character shall be Filed, in-
stituted or taken against the City, then and in any of such
events the City shall be deemed to be in default hereunder.
If the City should, after notice of such default, fail .
remedy any default with all reasonable dispatch, in not ex-
ceeding thirty days, then the Authority shall have the right
at its option, without any further demand or notice (if to
terminate this Agreement, if such termination is then permit
under the provisions of the resolution under which the reven
bonds are issued, and to re-enter the leased property and ej
all parties in possession thereof therefrom, using all neces
force so to do, or (ii> to re-enter the leased property and
eject all parties therefrom, using all. necessary force so to
do, and, without terminating this Agreement, re-let the leas
property, or any part thereof, as the agent and for the 2cc0
of the City upon such terms and conditions as the Authority
may deem advisable, in which event the rent received on such
re-letting shall be applied first to the expenses of re-lett
and collection, including necessary renovatimi and altercitic
of the leased property, a reasonable attorney's fee, and any
real estate commission actually paid, and thereafter toward
payment of all sums due or to become due? to the Authority
hereunder, and if a sufficient sum shall not be thus realize
to any such SUMS and other charges, the City shall pay the
-----..-_ nil4hnrF1-y semiannually any cumulative net deficiency existin
on the date when rentals are due hereunder. 2he foregoing
remedies of Authority are in addition to and not exclusive
of any other remedy of Authority. Any such re-entry shall
be allot:ed by the City without let or hindrance and the
Authority shall not be liable in damages for any such re-
entry or be guilty of tresp;.ss. I
SECTION 23. NET LEASE
This Agreement shall be deemed and construed to be a
"net-net lease" and the City hereby agrees that the rentals
provided for therein shall be an absolute net return to the
Authority, free and clear of any expenses, charges or set-
offs whatsoever.
SECTION 24. EXECUTION
This Agreement may be simultaneously executed in any
number of counterparts, each of which when so executed shal
be deemed to be an original, but all together shall contitu
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but one and the same Agreement, and it is also understood
and agreed that separate counterparts of this Agreement may
be separately executed by the Authority and the City, all
with the same full force and effect as though the same count
part had been executed simultaneously by both the Authority
and the City.
-- SECTION 24. VALIDITY
If any one or more of the terms, provisions, promises,
covenants or conditions of this Agreement shall to any exten
be adjudged invalid, unenforceable, void or voidable for any
reason whatsoever by a court of competent jurisdiction, each
and all of the remaining terms, provisions, promises, coven2
and conditions of this Agreement shall not be affected there
and shall be valid and enforceable to the fullest extent pew
mitted by law,
If for any reason this Agreement shall be held by a cou
of competent jurisdiction void, voidable or unenforceable by
the Authority or by the City, or if for any reason it is hel
by such a court that the covenants and conditions of the Cit
hereunder, including the covenants to pay rents hereunder, i
unenforceable for the full terms hereunder, then and in suck event for and in consideration of the right of the City to
poss'n~s~ occupy and use the leased property, which right in
such event is hereby granted, this Agreement shall thereupor
.become, and shall be deemed to be, a lease from year to yea1
under which the annual rentals herein specified will be paic
by the City.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and attested by their proper officc
therevcto dilly authorized, and their official seals to be
hereto affixed, as of the day andyearfirst above writter,.
CITY OF CARLSBAD
BY Mayor ILttes t :
City Clerk
(SEAL) PARKING AUTHORITY OF THE
CITY OF CARLSBAD
BY Chairman Attest:
Clerk
(SEAL)
I HEREBY APPROVE the form and legality of the foregoin day of -, 1978. Agreement this __.
City Attorney and ex officio
for the Parking Authority of
City of Carlsbad
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
1 ss.
On this - day of , in the year 1978, beZore me I
California, duly commissioned and sworn, personally appeared
, known to me to be the Mayor, and , known to me to be the City Clerk, rc spectively, of the CITY OF CAXLSBAD, a municipal corporation
that executed the within instrument, and known to me to be ti
persons who executed the within instrument on behalf of said
municipal corporation therein named, arid acknowledged to me
that such municipal corporation executed the within instrumel
pursuant to a resolution of the City Council. of said City of
Carlsbad.
and affixed my official seal on the day and year in this
certificate first above written.
, a Notary Public, State of
IN WITNESS WHEREOF, I have hereunto subscribed my name
Notary Public, State of Cali
(NOTARIAL SEAL)
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
) ss.
, On this c__ day of , in the year 197p, before , a Notary Public, State of Califc duly commissioned and sworn, personally appeared
known to me to be the Chairman and , knob me to be the Clerk, respectively, of the Parking Authority (
City of Carlsbad, a public corporation that executed the wi-
instrument, and known to me to be the persons who executed 7
within instrument on behalf of said public corporation therc
named, and acknowledged to me that such public corporation
executed the within instrument pursuant to a resolution of
Authority.
IN WITNESS WHEREOF, I have hereunto subscribed my name
affixed my official seal on the day and year in this certif
first above written,
Notary Public, State of Cali
(NOTARIAL SEAL)
*
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EXHIBIT B
PARKING AUTHORITY OF THE CITY OF CARLSBAD
Schedule for Adjustment of Rental
S Estimated total Project cost
Estimated funded interest"
Estimated Reserve Fund
$
$
$
Sub-Total
Estimated Required Bond Issue
- * Subject to adjustment-under Section 4 for the purpose of
adjusting the Rental. Funded interest on the bonds durir their life has been estimated at 7% and shall be adjusted
pursuant to Section 4. Said adjustment may take into cor
sideration the need to adjust the Schedule of Rental pay-
ments to fit the financial program of the City and shall.
subject to approval of the City; provided the Schedule of
Rental payments (which may vary from year to year) shall
in any case at least sufficient to pay the principal and
interest on the Bonds in any succeeding year'in accordanc
with the Resolution.
(EXHIBIT A ATTACHED TO ORIGINAL ONLY)
11.
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9-J ,
THE PLAZA CAMINO SEAL
PUBLIC PARKING LOT' OPEilll'I'ING AGXEMENT
THIS AGREEMENT is made this day of
I
19 c__ , between the CITY OF CARLSBAD, a municipal corporation
of the State of California, hereinafter referred to as CITY,
and THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, z body
; corporate and politic of the State of California, hereinafter ..
referred to as PARKING AUTHORITY, and PLAZA CN'IINO REAL, a limi
ed partccrship organized ur.der the laws of the State of Califor
hereinafter referred to as OPERATOR.
RECITALS
WHEREAS, City is the lessee of certain real property in tk
Cj-ty of Carlsbad (hereinafter referred to as the ."site"), more
particularly described in the Lease Agreement with the Parking
Authority, dated August 21, 1969, as amended, under ths pro;ilsic
of which a parking lot as constructed on the site has been.lea:
to City; and
WHEREAS, in order to carry out the-intention of City that
lot be operated to ensure that the citizens of the City shall I
the benefit of convenient off-street public parking on the, sit(
to utilize the knowledge and experience of Operator in the mant
ment of similar parking lots, City, Barking Authority and Oper
entered into a Public Parking Lot Operating Agreement dated
November 24, 1969; and
Exhibit F
t '\ t . 0- *
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a - - _- - . . - -. , . - - - - - ,. . .- . . - . . . . . WHEREAS, pursuant to said agreement, Operator has managed
~_---- .- . -- -.. ___.. . _. ___. __- __. __..- __. ~ said lot for City; and
WHEREAS, City is also the lessee of certain real property
immediately adjacent to the site thereinafter referred to as tt
"expanded site"), more particularly. described in the Lease Agrc
' , ment with the Parking Authority, dated - I 19 -
under the provisions of which a parking lot as constructed on 1
expanded site has been leased to City. The aforementioned lea:
dated' August 21, 1969, and the lease dated. I-
afe .hereinafter referred to as the "Leases".; and
.. . WHEREAS, City desires to take advantage of Operator's ski:
and experience to also irianage the parking lot on the expanded
site; and
WHEREAS, City and Parking Authority desire to'treat-. the s:
. and exFanded site as one unitary site and parking lot and ensu:
that the operation is in accord with that desire; and
- - -. .
.WHEREAS, all parties hereto wish to provide €or the opera'
of' both parking 10:s in one docwaent superseding and replacing
1959 . .- Public Parking Lot Operatins Agreement,.as amended:
.' NOW, THEREFORE, in consideration of the covenants and
conditiqns hereinafter contained, it .is agreed as follows:
t
. -. .. __ _. -. . ..- -.. -_ _. - Section I..- 1969 Agreement Superseded
..
That certain agreement entitled Public Parking Lot Operat
Agreement, dated November 24, 1969, as amendGd, is hereby term
nated and superseded in its entirety by this agreement.
. ... . -. " ..
__&& - : - - . -- ... . - . ..
0. - 2.
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-' h
Sccticn 2 - The Parking Lot
..
The par;iing lot to be operated pursuant Lo the terms heret
consists of the parking lots on the site and the expanded. site
(hereinafter referred to as the "Parking Lot") leased to City
. . under the Leases referred to in the recitals hereof.
Section 2 - Operation of Parking Lot
.. Operator agrees to manage, operate and maintain the parki:
lot, together with all improvements constructed thereon and th
off-site iriiprovements specified in the next succeeding sentenc
*for and on behalf of, and at no cost to City, in accordance wi .
this agreement and the terms'of the Leases as they presently
exist to the extent the Leases regulate the management, operat
and maintenance of the parking lot, for the public purposes €0
which the same were constructed and Leased to the City by the
Parking Authority to wit: for use by the general public as an
street public parking lot for motor vehiclLs without chai-ge, 1
accor'd with the.Parking Law of 1949 (Streets and Highways Code
Section 32500 et seq.). The off-site improvements referred tc
the preceding sentence are:
/
I
I
A. Slopes, including landscaping, adjacent to the south
.. - _. side of Marron Road between Ei Camino Real and tQe li
extended from the westerly boundary of Tentative Map.
~ CT 76-18,, as approved by City Council Resolution
No. 5165.
3.
.. * a
*
B: Lined or unlined drainage channels, desiltinp basins a
ar?y bther erosim contrcnl devj-ces, as S!~ot.,in on the
improvement plans for said subdivision an&@ in additic
those facilities necessary to provide drainage from th
slopes mentioned in SuSsection A, provide& $his sectic
is nbt intended to include any respsnsibi%bty for the
maintenance of the Buena Vista Creek Channel.
DesiPting basins, as long as they exist, at or near tk
existing inlet to the sixty-six inch Starm drain and t
storm drain itself, located near the intersection of
Marron Road and Monroe Street.
C.
Operator shall comply with all laws, incbudling rules and ..
regulations adopted pursuant hereto, of all governmental agencj
having jurisdiction concerning the parking lot ana shall hold t
City and 7arking Authority harmless from all costs sf complianc
’ including, hut not limited to, any charges imps& By such law *.
rules and regulatic.ns on t5e City as lessee, Or the Parking
Authority as owner, as a condition of ownership 82 aperation
.of the parking lot. The foregoing shall also apply to all law:
including rules and regulations adopted pursuant thexeeto of the
City acting in its governmental capacity so hwg as they are of
* general application and not directed specifheazly %a the parkir t
Nothing herein shall limit Operator’s right $0 eontest a1 1~t.
such laws, rules or regulations.
No charge or other validatioil shall be made by Operator fc
4.
z._ - .’.
I *
-.
. ,* a. *c
usesof the parking lot except in accordance with agreements
which may be cnterec? intc Setwcen Opratw, CitP and Parkiq
Authority.
Section 4 - Term
The term of this agreement shall commence on the day of t
month on which the expanded site is leased to the City. The t
of this agreement shall be fifty (50) years, To ensure contin
of operation of the parking lot after the termination of the L
. the Parking Authority joins City in the execution hereof. Thi
agr6ement shall terminate upon expiration of the fifty (50) ye
term. Upon such termination, in the event the City or the Par
Authority do nct wish to exercise their right to assune operat
of the parking Lot, they agree to solicit bids from the public
for such opGration.
.-
Section 5 - Title to Property -
.. Title to the site, the expanded site and the parking Lot
controlled by the Leases and the conditions, covenants and
restrictions contained in the Grant Deed, dated October 21, 19
recorded the same date as Document No. 193480, Official Record
~
' San Diego County, as amended by the instrument dated . 19 t recorded on . _- I 3.9 d and the Grant -
dated I 19 P as Document No,
Official Records of San Diego County, recorded on
19 as Document No. D' Officiai -Records of San Di --
* 5. 0
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-' L
*
. County .by .means of which Grant .Deeds the 'Parking Authority of
the City of ?zrls3d, as lessor of thz Leases, acquired fee ti
to the parking lot.
..
Operator, The May Department Stores Company; J, C. Penne
Company, Inc.; Sears, Roebuck and Company; Federated Departm
Stores, Inc.; and Carter Hawley Hales Stores, Inc. have entere
. into an Amended and Restated Construction, Operation and
- - Reciprocal. Easement Affreement, dated r 19
recorded f 19 , as Document No.
(herqinafter referred to as the "Phase I1 REA") e To the exten
.the provisions of the Phase I1 REA relate.to the operation, ma
tenance and repair of the'parking lot and to the extent said
provisions are not inconsistent with either the terms of this
' agreement or with all laws, including rules and regulations
adopted pursuant thereto of all governmental agencies having
jurisdiction concerning the parking lot, including all laws, z
rules and rqulations adopted pursumt the:.etc of Cit'j zcting
it governmental.capacity, whether now in effect or hereafter
enacted, so long as they are of general application and not dj
. specificaily to the parking lot, title -to the site, the expanc
'site and the parking lot is also controlled by the Phase I1 RI
Tj.tle to all personal property placed on or about the 1 pal
lot. by Operator shall remain in Operator, Title to all perso1
property and fixtures placed on or about the parking lot by C:
shall remain in City, "iittie to a11 fixtures placed on or ab01
i
1 1
,
'.
' '
. . ..
.
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4
the parking lot by Operator shall remain in Operator unless
such fixtures replace fixtures owned by the Parking Authority c
by City, in which event such replacement fixtures shall belong
to City.
_-
Section G - Alterations to the Parking Lot
I
Operator shall not make any alterations to the parking lot,
. including the landscaped areas, as they exist on the effective
hereof, without first obtaining written approval to do so fron
the City Manager of the City of Carlsbad. If the City Manager
determines to approve such alterations, such approval nay inc1i
the imposition of conditions to ensure repair or replacement of
. '
.I
. landscaping, traffic signs, signals, if any, or other control
&37i PDS 2nd apy hnc tr;r-tsfp_r facil-+Fes ~p~p.~~:~~ by SECI~ zx"_eyz+
appropriate erosion control, siltation ar,d runoff devices or ar
-other meas-sres reasonably necessary to preclude adverse enviro:
mental. effects which may be caused by such alteration.
City shall not make any alterations to the parking lot,
including the landscaped areas, as they exist on the effective
hereof, without first obtaining written approval to do so from
the Operator. .-
Section 7 - Temporary Use -
The parties recognizg-that Operator may from time to time;
. during the term of this agreement, require a temporary license
1 _.
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-use portions of the parking lot for the purposes of:
1. Performing maintenance upon, and making repairs to,
and/or making construction alterations, additions and
7.
-
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.. .
t
-. .
. _. - . . . - - , . .-- .-_ -- -_ - -- _. .. - -- .. . .t -
improvements, or razing and replacing the whole or
any part: of the s'hopping center buildings and the teni
. stores, and /or
2. Constructing new stores, and/or
. 3. Obtaining access, ingress and egress ;J and from the
shopping center or +the tenant stores, as the case may
be, to carry on such maintenance, repair and construc.
Within a reasonable time prior to the commencement of ariy
sGch maintenance, repair or construction, Operator shall submii
City Manager for his approval a plot plan of' the shopping cent(
on which Operator shall delineate those portions of the.. parkin<
lot tcith respect to which Operator reasonably requires a eenpoi
license in connection with such raintenance, repair or construc
. . * and'such access, ingress and egress, and the City Manager 'shal:
'_ within. ten (10) days thereafter, notify Operator' whether he ap]
'
..
. .. . ... -
..
QT disapproves of the use.
approve the uie, su.cli approval may -include the imposition of
conditions reasoGab3-y necessary to protect the -public health,
safety and.welfare. At all times during Operator's use of the
. portion ,of the parking lot as aforesaid, Operator shall comply
with any conditions imposed by the City Manager on said lfcenst
and upon cessation of such use shall promptly restore .the port:
of the parking lot so used-to the conditions ~II which the same
were prior to the time of commencement of such use, including !
If the City Manager determines to
. .- .. . - -. ..
. -- ..
I.
. - -... - . - -_ . - -. . . ..
- ->--. ..
- - . . . . . __ . . _.__. . . _- .. . . -.. .
--. . . . _._ -. - - . . - __ . . -. . , - - . - - . - - .. - _- _--. -. - - - ~ _._- 8.
.. -- :. - 2- -- -- : :'. - ; : . .. - r- .--, ~-,. . _- _..- -..--. - . . _._ ~
.-.
.- .. . . - _. - .- - -_
,.
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. clearingof such-area of all loose dirt, debris, equipment and
construction materials. Operator shall. also restore any portio
of the parking lot which may have been damaged by or damaged in
conjunction with such maintenance, repair or construction work
promptly upon the occurrence of such damage, and shall at all t
during the period of anv such maintenance, repair or constructi
keep all portions of the parking lot, except the partions of tk:
1ot.being utilized pursuant to such license, free from and un-
.obstructed:by any loose dirt, debris, equipment or constructior
materials related to such maintenance, repair or construction.
Section 8. - Special. Events ..
Qpqrator shall not use the parkinq lot, or any portion thc
or perrnit it to be used €or other than public parking purp.oses,
unless expressly permitted by this agreement. All. special ever
shall be subject to. the reqnirrments of the Carlsbad Municipal
Code.
thereof or permit it to be used' for any special event without 1
express written approval of the City Manager.
7
! , '
/. ..
*
Operator shall not use the parking lot, or any portion
.If the City Xanager determines to approve such events, thc
Clky Manager's approval may include the' imposition of conditio1
.as' are reasonably necessary to protect the public health, Safei
and general welfare. O$&ator shall not use or give perrnissioi
use of the lot €or other than parking purposes without first ti
reasonable steps to assure that such uses are in full compliant
.
. -
.
9.
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. this .agreement and the Carlsbad .lYunicipal Code. ..
-:-There shall be no display or sale of merchandise on any PO
of the parking lot unless permitted by the Carlsbad Municipal C
and approved as a special event pursuant to this section.
___. -
Section - 3 - General Standards of Performance
. Commencing upon the date Operator takes possession of the
. parking lot or part thereof, and continuing so long as Operator
is in possession 05 the parking lot and subject to the poli.cy,
trols'and other.l-imitations expressed herein, the fcllowing seF
histinct an6 cumulative standards shall be obserbed: .
1. PUECTUAL PAY3ENT. Operator shall duly and punctually F -- v* --'*.-a "UUUl kc 5" -ai=? - its &llgztims hPr.312nd.er in st.3-ir:
conformance herewith,
2, . DXSCIIARGE CLAIMS. Operator shall discharge or provjldc
the discharge of all claims which it has authorized 01
incurred for labor, materials and supplies furnished j
or in connection with the parking lot,
.
-. -. .
;...- T 3- NON-DISCRIMINATION. _. Operator shall operate and manage
-the parking lot without unlawful discrimination as to
.- .. race, creed, sex, color or national origin and withou'
discrimination in'favor of its oxn customers or &hem
4. CONFORMITY TO LAWS. Operator shall duly observe, con.
.- to and comply with a11 valid requirements of any gove:
mental authority relative to the parking lot or any p
thereof and shall require all personnel using the par
lot to'confsrm to and comply with such requirements.
.
t
. ..
..
-. . - ..
-- - - .--. . . -. . -
3.0
, .. 0 0
L
5. OPERATTON. Operator shall' manage and operate the park
lot in an efficient and economical manner in such a. wa
as to cast no reflection on Operator or City. In part
without limiting the generality of the foregoing, Oper
shall use its best efforts to the end that the operati
pcrsonnel of the parki2g Pot are courteous and are:
(a) Personally clean, well-groomed and attractive in
appearance.
Cleanly and neatly dressed when on duty in clean,
neat and orderly uniforms, costurnes or dress suit
for their particular jobs.
(t)
(c) Able to see, hear and speak normally'. -.
-=-------A Ir ---.A.7-& l-h rn31TT\P 3+ =?-I ++*a= nv~c:~Ic=u L LUIIUUbC- LAACXl4LA"L" -c -&A ---_.-... LE 1
sober, courteous, polite, dignified and inoffensj
manner.
Trained to render a high degree of .se'rvice in
their particular job.
Closely supervised to ensure such a high degree
oE -service.
. [G;
(e)
(f)
(9) Provided with the necessary equipment, apparatus
and other facilities so that they can exercise kj
duties and render such a high degree of ssrvfce.
It is not intended, however, by reciting these staada
to - prevent the employment of handicapped persons, and
Operator and City shall cooperate to the end that Suc
standards shall be and are waived as to any particula
. ---
.
If.
-.
,I e 0.
w %. * *. .
person whose hanaicap is not such as to prevent that F
from akequately performing the duties of the particulz
job to which he or she may be assigned.
..
6. MAINTENANCE. Commencing. as of the date of this agreen
Operator shall maintain the parking lot, including thr
lighting, paving, traffic control signs and other sigr
and striping thereon, in good and clean condition, rei
and working order, free of debris, trash and fuel or c
spills, The standard for such maintenance shall be tl
which generally prevails for parking lots of other re!
shopping centers in San Diego Couilty. .The materials,
apparatus and-facilities used €or afiy new constructioi
repair or recor'struction shall be at least equal to tl
quality of the materials, apparatus and facilities or:
used. ._ ..
..
It is the intent of the parties hereto that the 1
3.ot be operated and maintained so that upon the termii
. of this agreement, or any extension thereof, the park.
lot will be in essentially the same condition (reason:
wear and tear and condemnation excepted) and have the
utility as a public parking lot as pertains on the da
. this agreement. .-
1
.. Operator's .-.>- obligations hereunder shall include,
not be limited to, the following:
(a) Ail hard-surfaced portions of the parking lot sh
'swept and washed at, intervals sufficient to main
tain the same in clean condition, free of debris -- ~ --
D.
12 e
* .> 0. 0 .,'
* *
I,
0 -- - trash, and fuel or oil spiils. All such work shz
.. be.done before the stores in the Shopping center
'having 100,000 or more squarg feet sf floor area
.: -. '. shall open- each day for business to the general I
(h) All lamps on lighting standards shall be inspectt
at regular intervals, and all lamps shall be pro1
replacedwhen no longer properly functioning.
All parking lot amenities, benches and institutic
directional, traffic and other signs shall be in:
at regular intervals, mainta'ined in a clean cond:
and promptly repaired or re.placed.:upon the occuri
of any defects or irregularities thereto.
The entire parking lot shall. -be illuminated durir
hours of darkness as stores. containing 100,000 0:
square feet of floor area in the shopping center
be open for 'business to the general public arid fc
reasonable period thereafter to pem.it the, patro!
In ad1
portions of the parking lot shall be illuminated
during-hours of darkness in the vicinity of any
- business served by the lot while such business i!
: open for business to the general public and 1 for i
reasonabie -- period thereafter to permit the patrol
thereof safe egress from the parking lot.
(c)
. .
..
(d)
'
.. 'thereof-safe egress from the parking lot.
-- --
._
. -.
~ .. - .. ._ - - - - ..
- .. .- . f. i3. - *. - -- - .-
.._ ... . -- ___. . . - -._ --. . - - - . ._ . - .. . . _, __% - -_ _.__ __. -. -- -
.o
._ - ..
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& *- -.
a
(e) All. landscaping shall be properly maintained,
incjuding removal of dead plants, weeds and forei
matter and such replanting and replacement as the
occasion may-require in accordance with practices
which generally prevail for the parking lots of t
other regional shopping centers in San Diego Cour
..
.. .. (f) All trash and rubbish containers located on the
parking lot shall be emptied daily and shall be
washed a't intervals sufficient to maintain the SE
in a clean condition.
(9) All paving, curbs, gutters, sidewalks, berms and
barricades located on the parking lot shall be
fnspected at regular intervals and maintained
in good condition. All hard-surfaced markings
,. I
f
I L
shall be inspected at regular intervals and prom1
repainted as the same become unsightly or indist:
from wear or other cause.
- (h) Operator shall maintain drainage channels, pipes,
catch basins, and any other facilities located 01
the parking lot for collection and conveyance of
drainage waters o
Operator shall maintain and repair the sewer mail
and lines-and .. / all utility systems located in the
parking lot which serve the buildings constructec
within the exterior doundaries of the parking 10,
eo the extent that the same are not maintained o
repaired by public utilities.
($). - - _. t
..
0
14.
e e .v .. . '.
. (j) Operator shall provide adequate supervision
-and security for the parking lot ip accordance
with practices which generally prevail for the
parking lots of the other regional shopping centt
in San Diego County. The obligations imposed by
. this section on Operator shall be supplemental tc
such Police protection as City provides for
commercial areas in the City.
The provision and maintenance of traffic control (k)
.signing or other means of traffic control not
involving any significant expenditure of money
. reasonably necessary for effecting the safe and
efficient operation of a circulatim system for
traffic and pedestrians in respect to the parkin
lot and its operation.
Operator shall maintain and repair all off-site
impxnvements as specified in Secti'on 3 of this
agreement.
Section 10 - Operator's Compensation
..
(1)
.-
Operator shall receive compensation for its services fron
City in the amount of One Dollar ($1.00) per year. Operator b
otherwise benefit from - -/ this agreement in that it owns, operatc
holds interests in or otherwise controls to varying degrees a
shopping center known as Plaza Camino Real, which is surrounda
on all sides by the parking lot. The manner in which the par1
.
!
.* 15,
0' 0 ,** .
1. a .*
lot is operated.and maintained will have a direct impact on the
operation of the shopping center. . Operator, by virtue of this
agreement, will 5e able to ensure a high level maintenance and
operation of the parking lot to the overall benefit of the
. shopping center.
Section 11 - Indemnity
Operator shall indemnify City and Parking Authority and hc
City ar.d Parking Authority harmless fron and against any and a1
acjlions, claims, demands, costs, damages, penalties, expenses c
liabilities of any kind whatsoever by reason of 'the maintenance
. or operation of the parking Io't or by reason of the use thereol
~hFc indemnification sh3.l~ S.nc1 uiip reasonnb.1.e attorneys ' fees o
City or Parking Authority may expend in connection with any of
..
..
- foregoing. ,
Sectj-09 12 - Liability Insurance
.a
Operator shall, from and after the .date of this agreement
carry public liability and property damage insurance covering *
parking lot written by financially responsible.insurance compai
authorized to do business in the State of California and with
-12rnits of Liability of at least a combized single limit of' two
million dollars ($2,000~,'0~00.00) per occurrence. All such insu.:
shall name City and Parking Authority as additional insured ani
. shall be maintained in full force and effect by Operator for t!
o
.-
term of this agreement.
.D .
16, ..
* >* . 0' e
6.
Section 13 - Fke and Extendet? Ccverage Insuranze and Repz
Should Lhe parking facilities be damaged by fire, lightnir
vandalism, malicious mischief or any other casualty, Operator c
cause the repair of such darnage with all reasonable dispatch.
Operator shall procure and maintain or cause to be procured an(
maintained in full force and effect at all times during the tei
of this Agreement, a policy or policies of insurance against lc
or damage to the imprc-vTements of the parking Pot, resulting frc
fire, lightning, vandalism, malicious mischief, and such other
perils as are ordinarily included in "fire and cxtended ccvera(
insurance", providing coverage at one hundred percent (100%) 0:
the replacement value of said improvements written by financia:
responsible insurance company (s> authorized to do business in
the State of California. The Parking Authority, City, Operato:
and anyone 6aving the right to possession of any or all of the
parking lot under a: lease, license or other similar document, t
anyone to whom all or any part of the parking lot is assigned,
pledged or placed. in trust as security for any loan for the co
of said improvements, shall be named as additional insured undi
said policy of insurance. Proceeds of the said insurance shal
be applied toward the cost of repairs or replacements of said
.
.
..
I.
t
I' I
' improvements. \ . Section 14 - Evidence of Insurance: Blanket Policies
Operator shall cause policies of insurance or certificate
' thereof to be provided to City to evidence Operator's complian
* 3-7.
0. e L I..
'A "
'with, the requirements of Sections 12and 13 and providing that t
coverage. under such policies shall no' be reduced or cancelled
except after thirty (30) days' written notice to City. The
insurance required under Sectiorrs 12 and 13 may be obtained thr
blanket policies or contracts which may cover other properties
liabilities, provided that as respects the insurance referred t
in Sections 12 and 13, there is separately stated and allocated
such policies or contracts with respect to the Parking lot an
amount at least equal to the amount of insurance required with
respect to the parking lot as if the same were so insured under
sepakate policies or contracts of insurance,
.-
Section 15 - Covenant Against Mechanics' Liens
Operator shall keep the parking lot free and clear of all
material liens or mechanics' liens or any other similar liens f
repai2, maintenance and operation, services, labor or materials
which may arise from any work dcne on the parking lot 5y ox at
the direction of Operator. Operator may in good faith contest
the validity of any such lien and shall at its expense defend
iteself, City and Parking Authority against the same and pay an
final judgment which may be rendered thereon. If Operator elec
a to contest any such lien, it shall record a surety bond in
\
accordance with California Civil Code Section 3143 releasing tl.
parking lot from such lien within ten (10) days after it become
aware of the recordation of any such lien or Operator shall del
. .18.
0
0 0 ,J ..
, , ' 1. #-* .
.. - . . -. . . - - - .' - . - . .. .. the aforementioned bond to City.
..
Section 16 - Enforcement
If Operator shall at any time fail or refuse to pay any
obligation or perform any work or furnish any services requirec
on their part under this agreement, City or Parking Authority
may prosecute any proceeding at law or in equity to secure by
way of specific perfornance or otherwise Operator's obligation:
Section 17 - -Assignment
. .
Operator shall not assign this agreement without written
.. - . consent of illty, except to a wholly own'ed subsidiary of Operatc
or to a successor by purchase of all of the assets of Operator
or except to the extent that Operator becomes a participant
corporation in a merger or consolidation. I City's-consent shal:
I further not'be required for any assignment to a person who. ass1 .. !
Operator's obligations for the entire parking Pot pursuant to .
provisions of the Phase I1 REA: Where City's consent to an as:
'ment is required, it shall not be unreasonably withheld. Noth.
herein shall be deemed to limit Operator's right to subcontrac
. ' .the performance of Operator's obligations to operate, .. maintai-n
' .. repair any part of the parking lot provided no such subcon*trac
relieve Operator of the-.responsibility for such obligations. .
19 e e
e
,.
*
kt .. 0 0
*.& I"
Se'ction 18 - Operators Right to Operate Parking;
Termination for -Default
Operator shall have the right to operate the parking lot
throughout the term of this agreement, provided that if Operatc
defaults in the performance in its obligation under this agree]
and such default is not cured within ninety (90) days after wr
notice from the City to Operator and to all the REA Parties (a:
defined in Section 201, specifying the particulars of such def,
City shall have the right to terminate this agreement. The giy
. Qf such notice cf default to Developer and all the REA Parties
condition precedent to the exercise by City of its right to te
this agreement under this section.
-.
Section 19 - Right to Cure Grant Deed Defaults -
In the event any person entitled to enforce ths provision:
the Grant Deeds described in Section 5 of this agreemat gives
written notice to the City or Parking Authority asserting that
City or the Parking Authority is in default of its obligations
under the terms of either of said Grant Deeds, and any of the
asserted grounds.for default involve matters which are made ob.
gations of the Operator by this agreement, and Operatcr dces nc
cure the default within thirty (30) days from'written notice tl
from the City or Parking Authority, City or Parking Author'ity :
have the right to take any reasonable steps necessary to cure .
, default. Operator shall pay the cost of curing any such defau
If City determines, in its reasonable judgment, after the expi.
20.
$*
".
\ 4- . 0- * *,A $0
of the aforementioned notice period, that it is necessary in o
to cure'any such default, City shall have the right to oust op
to suspend or terminate this agreement, a?d to make such other
arrangements for the operation of the parking lot as City cons
appropriate. City and Parking Authority agree to send copies j
any notices that either may give to Operator under this sectio
to all of the REA Parties (as defined in Section 20). The sen
of such copies of such Rotices shall be solely for the inforna
of the REA Parties and shall not be a condition to the exercis
. by the City or Parking Authority of any rig5ts under this sect
The 'sending of or failure to send any such copies to any of th
REA Parties shall not affect City's or Parking Authority's rig
under this section. Neither City nor Parking Authority shall
liable to the Operator or any REA Party by reason of sending o
failing to bend any such copies to any KEA Party.
-.
Section 20 - Notices to REA Parties '
.As used in this agreement, the term "REA Parties" refers
the Parties to the-hi,iended and Restated.Construction, Operatio
and Reciprocal Easement Agreement referred to in Section 5.
Notices to the REA Parties shall be by certified mail addresse
as follows (subject to the right of each of said Parties to de
nate a different address for itself by notice to the City 'and
Parking Authority given in accordance with the provisions of '
. -/-
+ paragraph 4 of Section 21):
The May Department Stores Company
1701 Railway Exchange Building
6th and Olive Streets
St. Louis, Missouri 63101
Attention: Executive Vice President-
21.
1 ‘3 %*1 #>> .. @ 0
*r
-- -- .-- - -- . .__ - J. ‘C, Penney Company, Inc.
i’. 0. Box 4015
Buena Park, California 90624
Attention: Real Estate Department
Sears, Roebuck and Co.
900 South Fremont Avenue
Alhanbra, California 91802
Attention: Executive Vice President
Federated 3epartment Stores, Inc.
222 West Seventh Street
Cincinnati, Ohio 45202
Attention: Senior Vice President - Real Estate
Carter Hawley Hale Stores, Inc.
550 South Flower Street
L’os Angeles, California 90071
Attention: Vice ?resident, Real Estate Legal
Plaza Camino Real
10738 West Pic0 Boulevard, Suite 1
Los Angeles, California 90064
Attention: President
. c/o The May Stores Shopping Centers, Inc. ..
. So long as Plaza Camino Real is the Operator under this
1 Agreement, it shall not be entitled to any additional notices
I
I . in its‘capacity as anREA Party. Should it cease to be the
Operator, it shall be entitled to receive the same notices as
any other REA Party,
Section 21 - General
le The paragraph headings contained herein are for
convenience and reference and are not intended to define 6r lii
the scope of any provision of this agreement and shall not be
- ---
- considered in any construction or interpretation of this
agreement.
- ---- - - --.-- ~ - ___
22.
-- -- - -. _- - -
0
'a, e A -8 Q~
c .' \A 4 D
*~ t
2; If any- section, subsection,. sentence, clause or phrasc
of this agreement, or the application thereof, to either party
or any other person or circumstance is for any reason held inv,
it shall be deemed severable and the validity of the remainder
..
I.' of the agreement of the application of such provision to the
other party, or to any person or circumstance, shall not be affi
hereby.
3. This agreemerit shall be construed in Lccord with the
-of California.
4. Any no.tice pursuant to this agreement shall be by cer
..
. mail addressed as follows:
To Operator: Plaza Camino Real
c/o The May Stores Shopping Centers
10738 West Pic0 -Boulevard, Suite 1
Los Angeles, California 90064
Attention: President
..
To City: City Clerk
City of Carlsbad
1200 Elm Avenue
Carlsbad, California 92008
To Parking Authority: Parking Authority
City of Carlsbad
1200 Elm Avenue
Carlsbad, California 92008
With a duplicate copy to City Attorney at the same addres
Any party hereto may change its address for notices by *,
-delivering,to all other parties s, notification of a new addres
to be effective upon receipt of written acknowledgement of sai
'
..
. change from said parties.
23, 4
D.
'.
2 ' d- a- 0
' &&' * 5. The City, by its execution of this agreement, authori
the-City Manager to act on behalf of the City and to exercise
judgment in regard to the approvals specified by this agreemen
to be made by the City Manager. In acting on requests for SUC
approvals, the City Manager shall be deemed to be acting on be
of the City. Such approvals shall be in writing and shall not
unreasonably withheld. Operator shall have the right to appea
the determinations of the City Manager on requests for approva
to the City Council whose decision shall be final.
Wherever in this agreement the approval of the City
specifically required, the decision on such approvals shall be
mad; by the City Council.
6. Wherever in this agreement the approval' of City or Ci
Manager is required, Operator may, at its option, if it sees f
invoke the following prccedure: Operator shall give a written
/. notice of fequest for approval which shall include the details
I of the action proposed to be taken in connection therewith. S
notice skll be mailed to the City Clerk, "ity Manager and Cit
Attorney by either personal delivery or certified mail. The C
Manager or City Council shall have forty (40) days after actua
receipt of the notice within which to approve or disapprove,
although they may make a decision to approve or disapprove in
I *
' shorter time. Unless the City Manager or City Council acts to
\
disapprove the aforesaid within forty (40) days after actual
receipt of the notice, evidenced by personal service or execut
sf the certified mail receipt, the same shall be deemed approv
The time limits in this section may be extended upon consent o
Operator.
24.
0 .t -I’ la .. .P .
- -. - - . . - -. - . .
.+ ‘P”‘
--.- --. 4.
- __- --.. __ -- -_ - _. .. - .~. -. -- -.
IN WITNESS’WHEREOF, the City, the Parking Authority and
Operator have .- signed ~ this agreement as of the day and year firs
__- --._ . .. .- above -- . . written. _... . -
PLAZA CAMIN0 REAL, a limited par
APPROVED AS TO FORPI: By: The May Stores Shopping Cent
By:
Herbert L. Roth
.Counsel for Plaza Camino Real
By :
. . ATTEST: ._ CITY OF CARLSBAD ..
By :
MARGARET E. ADANS, City Clerk RONALD C. PACKARD, YIYCR
I
I
..
I
- .PARKING AUTHORITY. OF THE CITY 03 __ .- .. ‘ ATTEST:
. _.- . - -. __ _. ..
- - .. .. . .
By :
*MARGARET E. ADAMS, City Clerk Chair
. - -. . - . - . - . - .
4
- - - - . . . - - - - ,
.. .. .. .*
. .. -- ‘J: HEREBY APPROVE the form and legality of the foregoipg
day of I 3.9 . .. Agreement this
-,-/ - . . . - -. - . . .. . ._ . -. .
. - . .- - _, .. - - - .. . .. .. .
VINCENT F. BIONDO, JR., City Att
Parking Authority of the City oJ
- and ex officio Attorney for the .- _. . - . - - .- * -- .._..
- - - -.. . -- ---_ --. ._ _-. ._ -. -. _-__-_ ..._.. ~ .__-. -.
.* --- - c .
25,
e
,.
m 0 I> 1
1) I- .
8 . L
THIRD SUPPLEMENT TO AGREEMENT
FOR EXPANSION OF PLAZA CAMINO REAL REGIONAL SHOPPING CENTER
This Agreement is made this 16th day of November I
197Lp by and between the City of Carlsbad, California (the "Ci'tl
The Parking Authority of the City of Carlsbad (the "Parking Authc
and Plaza Camino Real, a California limited partnership ("Develol
WITNESSETH
WHEREAS, The parties to this Agreement have heretofore
entered into an Agreement dated November 5, 1975 for expansion
of the Plaza Camino Real Shopping Center, Said Agreement has bel
amended by a First Supplement thereto dated February 3, 1976 and
by a Second Supplement thereto dated May 11, 1976, The Parties
to further amend said Agreement in the manner hereinafter set fo
NOW, THEREFORE, the parties hereto agree as follows:
1, Attached to this Third Supplement as Exhibit A and
a part hereof is a site plan prepared by Shuirman-Rogoway b Asso
and bearing a last revision date of November 16, 1976'. The si
plan attached to this Third Supplement is hereby substituted for
the site plan attached as Exhibit A to said Agreement, -The term
"Site Plan", as used in said Agreement, shall be deemed to refer
the site plan attached to- this Third Supplement. The substituti
the site plan attached to this Third Supplement for the site pl~
attached as Exhibit A to said Agreement supersedes the similar E
* stitution made pursuant to the Second Supplement to said Agreeme
2. Section 2.2 of Article 2 of the Agreement dated
November 5, 1975, for Expansion of the Plaza Camino Real Regionz
Shopping Center, is amended to read as follows:
-1-
> m - .e
1 &l
"2.2 Connection to Jefferson Street.
To serve the New Public Parking AreaB Developer shall
construct a connection from Marron Road in the Existing Public
Parking Area to Jefferson Street (hereinafter called the "Marron
Road Extension"), which shall be located as shown on the site pl;
The Marron Road Extension will include an appropriate realignmeni
and traffic signalization at Jefferson Street at the Marron Road
Extension - Jefferson Street intersection. Developer commenced
construction of the Marron Road Extension in June, 1976, Develo]
shall forthwith dedicate or cause to be dedicated the portion of
the Marron Road Extension from proposed Monroe Street to and in-
cluding the Marron Road Extension - Jefferson Street intersectio
as shown on the site plan. The balance of the Marron Road Exten
sion will be part of the hew Public Parking Area.
3* Section 2,5 of Article 2 of the Agreement dated
November 5, 1975, for,Expansion of the Plaza Camino Real Regiona
Shopping Center, is amended to read as follows:
"2.5 Conveyance of New Public Parking Area,
Upon completion of the New Public Parking Area, but pr
to its use as a parking facility, Developer shall cause the New
Public Parking Area (i.e. land plus the paving and other improve
ments thereon) to be conveyed to the Parking Authority by grant
deed, and the ParKing Authority shall accept this conveyance. 1
grant deed shall contain provisions similar in substance to thos
set out in the grant deed dated October 21, 1969, and recorded c
October 21, 1969, with the San Diego County Recorder as Document
.
- 2-
. I) 0
. 30,~ 193480 whereby Developer conveyed the existing public parkin?
area to the Parking Authority.
Sears and Bullock's department stores ad a majority of the new n
stores, when City has received and accepted the agreements conten
by Section 2.4 of this Agreement, after the Parking Authority ha:
a bonds in accordance with Section 3.1 of this Agreement, and aftei
Lease and Maintenance Agreements have been executed. in accordancc
Sections 2.6 and 2.7 of this Agreement, the Parking Authority sh;
pay Developer as consideration for the conveyance and the improvc
of the Marron' Road Extension and dedication of a portion thereof
pursuant to Section 2.2 of this Agreement an amount equal to the
proceeds of the bonds sold in accordance with Section 3.1 of thi
Agreemente"
Upon the opening for business of
In the event that the Sears and Bullock's department
stores and the majority of other mall stores are not open for bu
ness within two years after completion of .the New Public Parking
Area, the Parking Authority shall reconvey the New Public Parkin
Area to Developer and this Agreement shall terminate.
IN WITNESS WHEREOF, the City, the Parking Authority an
Developer have signed this Third Supplement to Agreement as of t
day and year first above written.
ATTEST : CITY OF CARLSBAD
By F.nCd+
Mayor
-3-
. .' .. . e 0
,
ATTEST: THE PARKING AUTHORITY OF THE CITI
ARLSBAD, CALIFORNIA
ATTEST: PLAZA CAMINO REAL, a limited
partner ship,
By: The May Stores Shopping Ceni
its General Paitner
By /' 62/fl74.& pH ES I I) ENT ./2 L
ASSiSTANT ~ECQ~TA~~
(A
-1
APPROVED AS TO FORM:
-4-
-
v X" +- -e 1)
1 #I.
SECOND SUPPLEMENT TO AGREEMENT
FOR EXPANSION OF PLAZA CAMINO REAL REGIONAL SHOPPING CENTER
f
This Agreement is made this 11th day of May I
1976 by and between the City of Carlsbad, California (the "City
the Parking Authority of the City of Carlsbad, (the "Parking
Authority") and Plaza Camino Real, a California limited partner
ship ( "Developer" ) .
WITNESSETH:
WHEREAS, the parties to this Agreement have heretofore
entered into an Agreement dated November 5, 1975 for expansion
of the Plaza Camino Real Shopping Center. Said Agreement has
been amended by a First Supplement thereto dated February 3rd,
1976. The parties wish to further amend said Agreement in the
manner hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
Attached to this Second Supplement as Exhibit A and
made a part hereof is a site plan prepared by Shuirman-Rogoway
6 Associates and bearing a last revision date of April 22, 197
The site plan attached to this Second Supplement is hereby
substituted for the site plan attached as Exhibit A to said
Agreement. The term "Site Plan", as used in said Agreement,
shall be deemed to refer to the site plan attached to this
Second Supplement.
All references in said Agreement to a Broadway departme
store shall be deemed to refer to a Bullock's department store
-1-
. . ,- ‘ e ’* *
I ‘i
IN WITNESS WHEREOF, the City, the Parking Authority and
Developer have signed this Agreement as of the day and year fir
above written.
I
4
ATTEST : CITY OF CARLSBAD
B
ATTEST: THE PARKING AUTHORITY OF THE CITY
B
i
ATTEST: PLAZA CAMINO REAL, A Limited
Partnership,
By: The May Stores Shopping Centei
its Genecql Partner,
BY
\?’ ., ,,’
-2-
-I - __ - - - - - __ 0 RESOLUTION IJO. - a umJ. 1. A/ IJ/ IU
L- "k,
I.
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? 8
FIRST SUPPLEMENT TO AGREEMENT
FOR EXPANSION OF PLAZA CAMINO REAL REGIONAL SHOPPING CENTER
This Agreement is made this 3rd day of February I-
by and between the City of Carlsbad, California (the "City"), tht
Parking Authority of the City of Carlsbad, (the "Parking Authori-
and Plaza Camino Real, a California limited partnership ("Develo]
WITNESSETH
WHEREAS, the parties to this Agreement have heretofore e
into an agreement dated November 5, 1975 for expansion of the P1
Camino Real Regional Shopping Center. The parties wish to amend
Agreement in the manner hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
Section 2.4 of Article 2 of the Agreement dated November
1975,for expansion of the Plaza Camino Real Regional Shopping Ce
is amended to read as follows:
"2.4 Equitable Contributions by Adjoining Land Owners:
Developer agrees to guarantee to City that the Owners o
property, which is not part of the New Public Parking Area, whic
will benefit from the construction of the New Public Parking Arc
including the Marron Road Extension, will contribute to the cost
thereof. Attached to this Agreement, as Exhibit B, and made a 1
hereof, is a map showing the proposed construction and identify:
the benefiting properties.
Prior to the conveyance of the New Public Parking Area
the Parking Authority in accord with Section 2.5 of the Agreemer
0 * . - 4.
, 12
Developer shall furnish to City agreements in a form acceptable
to City, providing for a contribution for curbs, gutter, sidewalJ
one traffic lane and streetlights at an agreed cost of $35.00 pel
front foot from each owner of benefiting property as shown on Ex1
Said agreements shall be secured by a lien on each property in fz
of City; the lien on any assessor's parcel as shown on Exhibit B
be callable by City when development on such parcel occurs. Dew
is defined as the application for any City permit for any portioi
such parcel. Any liens not called by City when this Agreement t
nates shall be released by City.
The amount to be paid by the Parking Authority pursuant
Section 2.5 of this Agreement shall be reduced by the amount of
per front foot for all or any part of property to the north of M
Road for which such agreement and lien are not forthcoming.
The parties recognize that Developer may have more diff
in securing the agreement required by this section from owners o
property to the south of the Marron Road Extension than from tho
to the north. Therefore, the amount to be paid by the Parking
Authority pursuant to Section 2.5 of this Agreement shall be red
by the amount of $5.75 per front foot for all or any part of prc
to the south of Marron Road.
The properties south of Marron Road are identified on
Exhibit B, as Assessor's Parcel Numbers 156-080-10, 156-080-11,
156-080-12, 156-080-14 and 156-080-15. The balance of the prop€
identified on Exhibit B shall constitute properties north of %ai
for the purposes of this section.
2.
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i
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Assessor's Parcel Number 154-160-24 shall be considered
two separate parcels for the purposes of this section; one parce
located to the east of the Marron Road extension having 590 feet
frontage and the other located west of said extension and north
Jefferson having 285 feet of frontage."
IN WITNESS WHEREOF, the City, the Parking Authority and
Developer have signed this Agreement as of the day and year firs
above written.
ATTEST : CITY OF CARLSBAD
BY
([ &F@U Clerk
ATTEST : THE PARKING AUTHORITY OF THE CI
OF CABLSBAD, CALIFORNIA
ff&
ATTEST : PLAZA CAMINO REAL, A Limited
Partnership,
By The May Stores Shopping Cer
Its qeneral Partner
/ BY --
.. ./
3.
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.L ' ,*
AGREEMENT -
This Agreement is made this 5th day of November
1975 by and between the City of Carlsbad, California (the "Ci
the Parking Authority of the City of Carlsbad, (the "Parking
Authority") and Plaza Camino Real, a California limited partr
ship ("Developer") .
WITNESSETH
I
WHEREAS, in 1969 and 1970, Developer opened Plaza Cami
Real, a two-level enclosed mall regional shopping center (the
"Center") situated in the City. The Center serves the City e
surrounding areas through large May CO, and J. C. Penney depe
ment stores and approximately 65 mall stores: and
WHEREAS, Developer proposes to expand the Center to th
West, said expansion to result in the construction of a two-1
Sears department store and a three-level Broadway department
together with an extension of the two-level enclosed mall inv
the construction of 130,000 square feet of new mall stores; a
WHEXEAS, such construction will necessitate an expansi
of the public parking area owned by Authority which serves th
existing center; and
WHEREAS, City, the Parking Authority and the Developer
desire to cooperate in the construction of additional parking
facilities.
NOW, THEREFORE, the Parties hereto agree as follows:
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ARTICLE I
DEVELOPMENT PLANS AND APPROVALS
1.1 Incorporation of Site Plan.
Attached to this Agreement as Exhibit A and made a pal
hereof is a site plan of the Center prepared by Shuirman EL R<
and bearing a last revision date of September 27, 1975 (the '
Plan"). Among other things, the Site Plan shows;
(a) The existing department stores, mall stores
and mall.
(b) The public parking area now owned by the Par
Authority (the "Existing Public Parking Area") .
(c) The parking area in the Center that is pres€
owned by Developer.
(d) Land to be added to the Center in connectior
the expansion.
(e) The location of the Sears and Broadway store
the location of the extended enclosed mall and the location c
the new mall stores.
(f) The parking area in the Center to be acquire
the Parking Authority under the terms of this Agreement, incl
the proposed connection of the new public parking area to
Jefferson Street (the "New Public Parking Area") *
1.2 Refinement of Site Plan.
Developer, the City and the Parking Authority realize
Site Plan may be refined as the planning process proceeds ant
1.1
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that this refinement may result in changes in building locatj
and sizes, tract sizes, the parking ratio, the location of ir
roadways and so forth. No such change will impair the obligi
of the Parties under this Agreement; provided, however, Dew
shall make no change in the Site Plan unless it secures the (
consent to the change. City shall not unreasonably withhold
consent -
1.3 Grading and Preliminary Construction.
Upon approval of this Agreement and after Developer hz
secured all necessary approvals including, but not limited tc
processing under Title 20 of the Carlsbad Municipal Code and
grading permit, grading for the project may be accomplished j
accord with the Site Plan. Developer may also construct the
posed connection of the New Public Parking Area to Jefferson
Such construction shall be in accord with Permit No. F1336 is
by the San Diego Coast Regional Commission.
1.4 Precise Plan of Development.
No building permit shall be issued for any use in the
covered by the Site Plan until City has approved a Precise PI
Development pursuant to this Section. Developer shall prepar
the plan and submit it to the Planning Department. The plan
be forwarded with recommendations to the City Council for the
consideration and approval, conditional approval, modificatic
disapproval. The plan shall address the mitigation measures
summarized in Planning Commission Resolution No. 1180 on file
the Planning Department of City and incorporated by reference
1.2
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or as more fully set out in Environmental Impact Report EIR-;
as certified by City on October 7, 1975.
The development shall be subject to the standards reqi
in the underlying zone. In addition the City Council in appi
the Precise Plan of Development may impose conditions or reqi
ments that include provisions for, but are not limited to, sc
yards, open space, building height and bulk, fences, walls, :
regulations, landscaping, grading, public dedications, public
improvements, timing or phasing of development, regulation oJ
interior roadways, points of ingress and egress, environment<
impact mitigation measures, and such other conditions deemed
necessary to insure the development conforms to the General I
and other adopted policies, goals or objectives of the City.
1.3
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ARTICLE 2
NEW PUBLIC PARKING AREA
2.1 Construction of New Public Parking Area.
Upon their completion, Developer shall submit plans and
specifications for the New Public Parking Area to the City for
its approval. Developer will advertise for bids in accord with
City procedures and upon receipt of the bids, Developer will le
the construction contract to the lowest responsible bidder aft€
first securing the City's approval to such letting.
The construction contract will require completion of
construction in accordance with the approved plans and specifi-
cations within six months of the awarding of bids.
2.2 Connection to Jefferson Street.
A portion of the New Public Parking Area will include a
connection to Jefferson Street (herein called the "Marron Road
Extension"), which will be located as shown on the Site Plan.
The Marron Road Extension will include an appropriate realign-
ment and traffic signalization of Jefferson Street at the Marrc
Road Extension - Jefferson Street intersection. Developer shal
acquire the title to all property necessary for the Marron Road
Extension prior to the commencement of construction.
2.3 Permit from Coastal Commission.
The City is presently in receipt of a permit from the Ca
Coastal Commission, No. F1336, which allows construction of the
Marron Road Extension. On June 6, 1975 said permit was extende
2.1
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. *. ).
for one year from the original expiration date of the permit.
Developer shall comply with all terms and conditions of said
permit.
2.4 Equitable Contributions by Adjoining Land Owners.
Developer agrees to guarantee to City that the Owners
property, which is not part of the New Public Parking Area,wh
will benefit from the construction of the New Public Parking
including the Marron Road Extension, will contribute to the c
thereof. Attached to this Agreement, as Exhibit B, and made
hereof, is a map showing the proposed construction and identi
the benefiting properties.
Prior to the conveyance of the New Public Parking Area
to the Parking Authority in accord with Section 2.5 of the
Agreement, Developer shall furnish to City agreements in a fo
acceptable to City, providing for a contribution for curbs,
gutter, sidewalks, one traffic lane, streetlights and waterli
at an agreed cost of $45.00 per front foot from each owner of
benefiting property as shown on Exhibit B. Said agreements
shall be secured by a lien on each property in favor of City;
the lien to be callable by City when development on the prope
occurs. For properties north of Marron Road development is
defined as the application for any City permit for any portio
of the property. For properties south of Marron RoaC! develop
is defined as the application for any City permit for activit
2.2
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in Units D, E & F of the Master Development Plan for Hosp Grc
Kamar Construction Co., Inc., dated, Revised December 9, 1965
on file in the office of the Planning Department of City and
incorporated by reference herein. Any liens not called by Ci
when this Agreement terminates shall be released by City.
The amount to be paid by the Parking Authority pursuar
to Section 2.5 of this Agreement shall be reduced by the amoi
of $ 45.00 per front foot for all or any part of propel
to the north of Marron Road for which such agreement and lier
are not forthcoming.
The Parties recognize that Developer may have more dif
in securing the agreement required by this section from ownel
of the property to the south of the Marron Road Extension thz
from those to the north. Therefore, the amount to be paid bi
the Parking Authority pursuant to Section 2.5 of this Agreeme
shall be reduced by the amount of $ 11.25 per front
for all or any part of properties to the south of Marron Roac
The properties south of Marron Road are identified on
Exhibit B, as Assessor'sParcel Numbers 156-080-10, 156-080-11
156-080-12, 156-080-14 and 156-080-15. The balance of the
properties identified on Exhibit B shall constitute propertic
north of Marron Road for the purposes of this section.
2.5 Conveyance of New Public Parking Area.
Upon completion of the New Public Parking Area but pr.!
to its use as a parking facility, Developer shall cause the E
Public Parking Area (i.e. land plus the paving and other imp]
ments thereon) to be conveyed to the Parking Authority by grz
deed, and the Parking Authority shall accept this conveyance
2.3
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The grant deed shall contain provisions similar in substance
those set out in the grant deed dated October 21, 1969, and
recorded on October 21, 1969, with the San Diego County Recor
as Document No. 193480 whereby developer conveyed the existir
public parking area to the Parking Authority. Upon the openj
for business of the Sears and Broadway department stores and
majority of the new mall stores, when City has received and
accepted the agreements contemplated by Section 2.4 of this
Agreement, after the Parking Authority has sold bonds in accc
ance with Section 3.1 of this Agreement, and after the Lease
Maintenance Agreements have been executed in accordance with
Sections 2.6 and 2.7 of this Agreement, the Parking Authorit1
pay Developer as consideration for the conveyance an amount
equal to the actual sums expended to construct the New Parkir
Area improvements but in no event more than the net proceeds
the bonds sold in accordance with Section 3.1 of this Agreemc
In the event that the Sears and Broadway department st
and the majority of other mall stores are not open for businc
within two years after completion of the New Public Parking 2
the Parking Authority shall reconvey the New Public Parking 2
to Developer and this Agreement shall terminate.
2.6 Lease of New Public Parking Area.
When it acquires the New Public Parking Area, the Par1
Authority will immediately lease the same to the City under I
and conditions (except for the annual rent) similar to those
out in the instrument dated August 21, 1969 whereby the Park:
2.4
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Authority leases the Existing Public Parking Area to the Citl
The annual rent paid by the City for the New Public Parking 1
shall be sufficient to pay the principal of and interest on t
bonds that will be sold by the Parking Authority in accordanc
with Section 3.1 of this Agreement.
2.7 Operation and Maintenance of Public Parking Area:
When the lease contemplated in Section 2.6 of this Agr
is operative the City shall enter into an agreement with the
Developer for the operation and maintenance of the New Public
Parking Area. In the alternative, the existing Public Parkir
Lot Agreement may be amended to indlude within its scope the
New Public Parking Area or the new Agreement may include the
existing lot and the existing Agreement may be terminated. I
any event Developer will, for the duration of the new or amer
Agreement, and subject to the terms thereof, agree to operate
and maintain to City standards the New Public Parking Area ar
the existing Public Parking Area at no cost to the City or tf
Parking Authority.
2.8 Location of Broadway Store on Existing Public Pax
Area.
As indicated on the Site Plan, the southern portion of
the Broadway store, as proposed, will be located on land that
presently a part of the Existing Public Parking Area. Before
construction is commenced on the Broadway store arrangements
acceptable to City and the Parking Authority must be made to
convey such land to Developer. As a condition precedent to E
conveyance, Developer shall convey to the Parking Authority I:
2.5
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grant deed, equivalent acreage elsewhere in the Center as shc
on the Site Plan. Said acreage shall be at least equal in a1
to the land conveyed by the Parking Authority and shall be in
by Developer in the same manner as the land conveyed by the
Parking Authority and shall be of at least equal value and
utility for parking purposes.
2.9 Marron Road Improvements.
A portion of the Existing Public Parking Area which ir
sects with El Camino Real is known as Marron Road. The conne
of a portion of the New Public Parking Area known as the Marr
Road Extension to Jefferson Street will open all of so-callei
Road to through traffic and necessitate some improvements to
Road.
Said improvements must deal effectively with traffic
problems by controlling access between Marron Road and the bz
of the Existing Public Parking Area, and with pedestrian pro1
along Marron Road and between the theater on the south side c
Marron Road and the Existing Public Parking Area.
City shall accomplish an Engineering Study of the traf
and pedestrian problems. City may contract for such study wi
an independent consultant. Developer upon receipt of a writt
request from City shall pay to City one half of the cost of E
study. City shall determine based on such study those improl
ments necessary to mitigate the traffic and pedestrian problc
Developer upon receipt of a written request from City shall C
one half of the estimated cost of the traffic improvements.
2.6
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shall construct or cause the construction of said improvements
Upon completion City shall notify Developer of the cost of sai
improvements. City shall return to Developer any part of his
deposit in excess of one half of the cost of said improvements
If one half of the cost of said improvement exceeds Developer'
deposit, Developer upon written request from City shall pay tk.
amount of such excess to City.
Developer shall be responsible for all improvements ne
to resolve pedestrian problems, which shall be accomplished tc
the satisfaction of City; provided the costs of such improveme
to be paid by Developer, shall not exceed the cost of a fully
actuated signal interconnected to the signals at the intersect
of Marron Road and El Camino Real.
The time for completion of all improvements required 13
this section shall be at the discretion of City.
2.7
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ARTICLE 3
FINANCING OF NEW PUBLIC PARKING AREA
3.1
The Parking Authority will sell bonds in the face amou
$1,500,000.00 or such lesser amount as may be required to ena
the Parking Authority to make the payment to Developer requir
by Section 2.5 of this Agreement. All expenses of the bond s
including, but not limited to, fees for Bond Counsel and a
Financial Consultant will be paid by the Parking Authority frc
the proceeds of the bond sale. The Parking Authority will us(
the net bond proceeds to purchase the New Public Parking Area
accord with Section 2.5 of this Agreement. The timing and ma
of the bond sale shall be at the discretion of the Parking
Authority, provided the sale shall occur in a timely manner tc
enable Parking Authority to make the payment required by Sect
of this Agreement.
Sale of Bonds by Parking Authority.
3.2 Obligation to Place Bonds.
If the Parking Authority is unable to sell the bonds, '
Developer shall find a buyer for them. The buyer shall be en.
to purchase such bonds at the maximum interest rate permitted
by law.
3.3 Revenues to Cover Debt Service on Bond Issues.
If, on the last day of any fiscal year, the sales tax
revenues received by the City and attributable to the Center I
less than the lease payments paid by City to the Parking Authc
3.1
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for the Existing Public Parking Area and for the New Public
Parking Area, then Developer shall, on the request of the Cit
pay the City the difference between such amounts. If said tt
revenues exceed said lease payments in any fiscal year subsec
to a year in which Developer is required to make a payment tc
the City pursuant to this section City shall reimburse Develc
from such excess revenues but only to the extent that the cur
tive revenues received by the City through such year exceed 1
cumulative debt service payments required by the bonds throuc
such year. Any obligation on the part of the City to make
payments pursuant to this section shall terminate upon retirc
ment of the bonds sold pursuant to this Agreement.
3-2
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ARTICLE 4
CONDITIONS PRECEDENT
4.1 List of Conditions and Deadline Dates.
The obligations of the City, the Parking Authority anc
Developer to proceed this Agreement are subject to the fulfil
ment of the following conditions. The date by which each cor
dition must be fulfilled is set out in the parenthetical clat
immediately following the condition.
(a) Developer delivers to the City a letter fron
Sears, satisfactory to the City, wherein Sears commits itself
to open a store in the expanded Center ( March 1, 1976 ).
(b) The City and the Parking Authority receive
from their counsel an opinion stating that the transactions
herein contemplated on the part of the City and the Parking
Authority may be consummated under existing law ( March 1,
(c) All environmental impact reports and similai
instruments relating to the expansion have been filed and all
necessary governmental clearances, permits and so forth in cc
tion therewith have been issued to the City, the Parking Aut1
or the Developer, as the case may be ( March 1, 1976 ).
(d) Developer has in hand enforceable agreements
whereby it or the Parking Authority can acquire title to the
underlying the new Public Parking Area including the Marron I
Extension ( March 1, 1976 )e
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(e) The Parking Authority receives a Ruling from
the Internal Revenue Service stating that all interest paid or
the bonds described in Section 3.1 will be exempt from federal
income taxes (within 90 days of the completion of all document
(f) Developer delivers to the City and the Parkir
Authority a time schedule outlining the principal steps that B
be taken to accomplish the expansion of the Center ( February
1976 )"
When all Section 4-1 conditions have been satisfied, tl-
Parties shall be obligated to proceed under this Agreement. P
of the dates in this section may be modified by mutual agreemc
The City Manager of City may execute on behalf of City any am€
ment to this Agreement necessary to accomplish said modificati
Nothing herein precludes any Party from waiving any Sec
4.1 condition applicable to it or from proceeding to satisfy L
would otherwise be its obligations under other provisions of t
Agreement before the Section 4.1 conditions are fulfilled; prc
however, in this latter event such Party shall proceed at its
risk and expense.
4.2 Reasonable Efforts to Satisfy Conditions.
Each Party shall immediately commence and shall thereaf
continually exert reasonable and prudent efforts to cause thos
Section 4.1 conditions applicable to it to be satisfied on or
before the applicable deadline dates; provided, however, no
4.2
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failure to cause any of these conditions to be timely satisfi
shall constitute a default under this Agreement.
4.3 Conditions of Termination.
If the construction of the New Public Parking Area, as
vided in Section 2.1 of the Agreement, is not completed withi
years of the date of the execution of this Agreement, such Ag
ment shall terminate and be of no further force and effect.
provisions of the section shall be in addition to any other
conditions of termination provided in this Agreement.
4.3
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ARTICLE 5
GENERAL PROVISIONS
5,1 Developer to Provide Funds to Implement Agreement,
Developer shall pay all fees, charges and other out-of-
pocket costs, except for fees of attorneys and others who are
directly retained by the City or the Parking Authority, incuri
in implementing this Agreement.
5.2 Cooperation.
Because of rapidly rising construction costs and other
factors, time is of the essence of this Agreement and accordir:
the Parties shall make every reasonable effort to expedite the
subject matter thereof.
5.3 Force Majeure.
Developer shall be excused from performing its obligati
hereunder to commence or complete construction by specified da
so long as performance is prevented or delayed by acts of God,
strikes or other causes not within Developer’s control.
5.4 Notices,
All notices, correspondence and other communications to
made by any Party to this Agreement shall be made as follows:
City/Parking Authority Developer
City Manager
City of Carlsbad The May Stores Shopping Cen
1200 Elm Avenue 10738 West Pic0 B1vd.-Suite
Carlsbad, CA 92008 Los Angeles, CA 90064
5.5 Counterparts,
This Agreement may be executed in counterparts, and up0
execution thereof by all of the Parties hereto, each such coun
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part shall be deemed to be an original.
5.6 Termination o
This Agreement shall terminate when the bonds sold in
accordance with Section 3.1 of this Agreement are retired.
IN WITNESS WHEREOF, the City, the Parking Authority an
Developer have signed this Agreement as of the day and year
first above written.
ATTEST : CITY OF CARLSBAD
BY -Hk c
&ZH& Clerk
mmsT : THE PARKING AUTHORITY OF THE
ATTEST :
Partnership,
By The May Stores Shopping C
5.2