HomeMy WebLinkAboutPlaza Camino Real Expansion - Bullock's; 1978-10-09;4 c 0
CERTIFIED MAIL
TITLE NCE AND TRUST
October 9, 1978
In reply please refer to
Escrow No. 7652924 ML
CITY OF CARLSBAD
1200 Elm Ave.
Carlsbad, Calif. 92008
ATTN.: VINCENT F. BIONDO, JR.
Re: Plaza Camino Real
Gentleman :
We are enclosing the following documents, for your file and information:
2 Duplicate Originals Guaranty and Amendment dated August 3, 1978.
1 Contract Bond 82880246.
1 Original andicopies of Policy of Title Insurance CLTA Owners I
li1014153.
Duplicate Originals of Exchange Agreement and Escrow Instructions
regarding your Escrow with Plaza Camino Real.
9 Very truly yours,
rj:Il ,, $1 <-..---
J /& &s$/,/‘ ,“4w/4w-yy
MARILP LAMONT - Escrow Officer.
ML : Is
cc: The May Stores Shopping Centers, Inc.
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MY Centrex Phone Number is 213 -614 7164 Title Insurance and Trust Company 700 Wilshre Boulevard P 0 Box 54998 Los Angeles, California 90054
ATICOR COMPANY
6 a
TITE INSURANCE AND TRUST
SUBJECT TO SCHEDULE B AND THE CONDITIONS AND STIPULATIONS HEREOF, TITLE INSURANCE AND
TRUST COMPANY, a California corporation, herein called the Company, insures the insured, as of Date of Polic
shown in Schedule A, against loss or damage, not exceeding the amount of insurance stated in Schedule A, and
costs, attorneys' fees and expenses which the Company may become obligated to pay hereunder, sustained or
incurred by said insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2 Any defect in or lien or encumbrance on such title,
3 Unmarketability of such title, or
4 Any lack of the ordinary right of an abutting owner for access to at least one physically open street or highwa
the land, in fact, abuts upon one or more such streets or highways;
and in addition, as to an insured lender only;
5
or claim thereof, arises out of the transaction evidenced by the insured mortgage and is based upon
Invalidity of the lien of the insured mortgage upon said estate or interest except to the extent that such invalid
a usury,or
b. any consumer credit protection or truth in lending law;
Priority of any lien or encumbrance over the lien of the insured mortgage, said mortgage being shown In 6 - Schedule B in the order of its priority; or
7 Invalidity of any assignment of the insured mortgage, provided such assignment is shown in Schedule B
Title Insurance
TO 1012 TI (10-75) California Land Title Association Standard Coverage Policy-1973
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that 11 taxes or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,
or not shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuar thereof; (c) water rights, claims or title to water.
6. Any right, title, interest, estate or easement in land beyond the lines of the area specifically described or to in Schedule C, or in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing in paragraph shall modify or limit the extent to which the ordinary right of an abutting owner for access to a pt
open street or highway is insured by this policy.
7. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinan restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the char dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separatic
ownership or a reduction in the dimensions or area of the land, or the effect of any violation of any such la\ ordinance or governmental regulation.
8. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such I appears in the public records.
9. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreec the insured claimant; (b) not shown by the public records and not otherwise excluded from coverage but k the insured claimant either at Date of Policy or at the date such zlaimant acquired an estate or interest insu
this policy or acquired the insured mortgage and not disclosed in writing by the insured claimant to the Cc
prior to the date such insured claimant became an insured hereunder; (c) resulting in no loss or damage tc
insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage would not have been sustained if the insured claimant had been a purchaser or encumbrancer for value u knowledge.
10. Any facts, rights, interests or claims which are not showri by the public records but which could bi ascertained by making inquiry of the lessors in the lease or leases described or referred to in Schedule E
11. The effect of any failure to comply with the terms, covenants and conditions of the lease or leases des(
referred to in Schedule A.
Conditions and Stipuk
ignated in paragraph 2(a) of these Conditions and Siipulati 1. Definition Qf Terms (b ' "insured claimant an insured claiming loss or damac The following terms when used in this policy mean hereunder (a ) insured" the insured named in Schedule A, and, subject to any rights or defenses the Company may have had against the a mortgage shown in Schedule B named insured those who succeed to the interest of sucn insured by operation of law as distinguished from purchase including but not owner of which is named as an insured in Schedule A
limited to heirs distributees, devisees survivors personal repre- (e knowledge actual knowledge not constructive knol or notice which may be imputed to an insured by reason of sentatives, next of kin, or corporate or fiduciary successors The term insured" also includes (i) the owner of the indebtedness pulilic records secured by the insured mortgage and each successor in ownership of (f ) 'land" the land described specifically or by reference
such indebtedness (reserving however, all righis and derenses as to Sciedule C, and improvements affixed thereto which by la any such successor who acquires the inoebtedness by operation of stitute real property provided however the term land dc law as described in the first sentence of this subparagraph (a) that include any area excluded by Paragraph No 6 of Part I of :
the Company would have had against the successors transferor) B of this Policy and further includes (11) any governmental agency or instrumentality (g ) mortgage mortgage deed of trust trust deed or otl which is an insurer or guarantor under an insurance contract or guar s ec u r i ty instrument anty insuring or guaranteeing said indebtedness, or any part thereof (h ) ' public records those records which by law impart c
whether named as an insured herein or not and (iii) the parties des- structive notice of matiers relating to the land
"insured lender the owner of an insured mortgage
insured mortgage
(CONDITIONS AND STIPULATIONS Continued on the inside of lhe Last Page of This Poi cy)
v e
CALIFORNIA LAND TITLE ASSOClATiON STANDARD COVERAGE POLICY - 1973
SCHEDULE A
POLICY NO. : 1014153
AYOUNT : $58*375,00
CHARGE : $59-00
EFFECTIVE OATE: AUGUST 15, 1978 AT 12:26 P.M.
1. NAME OF INSURED
THE P4QKING AUTHORITY OF THE CITY OF CARCSf34Dv 4 PUBLIC CCRPORATI
2. THE ESTATE OR INTEREST IN THE L4Y3 IIESCQIdED HEREIN 4ND
WHICH IS COVERED RY THIS POLICY IS A FEE,,
3* THE ESTATE OR IYTEREST REFERRED TO PEREIY is 41 DATE OF
PCILICY VESTED IN:
7t4E PARKING AUTHCRITY OF THE CITY 3F CSARtS54D, A PU3LIC CORPORATIC
SfqEDUCE 9
TYIS POLTCY DOFS Nr3T INStJRE AGAINST LOSS OK DAY4CE9 NOR AGAINST
CCISTS. ATTORNEY'S FEES CR EXPENSES, AWf C'R ALL 3F YIIHICh ASISE BY
REASON OF THF FQLL'IWING.
PAQT I
ACL YATTERS SET FORTH IN PARAGRAPHS VlJ"1EQEEO 1 (rlNE) TG 11 (ELEVEN)
INCLUSIVE ON THE INSIDE COVER SHEET OF TbIS P3LICY UNDER THE HEADING
OF SCHEDULE R PART I,
Q49T I1
1, GENERAL AND SPECIAL COUNTY AVO CITY TAXES FOR THE FISCAL YEAR 197
DUE AND PAYABLE AS OF NOVFYEER 19 1979.
2, CCIVFVAVTS AYC EASFMENTS AS COYTAIYEO IY dl ArJYEEWEF4T RECCQDEQ
4mrL 21, 1966 RECORDER'S FILE &no 56~6.
REFERENCE IS MADE TO SAIO DOCUMEAT Fljq FULL DiRTICdLAXS. I
S41D CrlVEpdANTS, COYDITIONY 4hC REST?ICTI3YS H4VF '3EEN +IOilIFIEO 6Y AN
IVSTYUMEfJT RECDRDE3 JULY 289 1969 RECOqDEP'S FILE '40. 135915,
RY AY I'VSTRUMENT RECOqDFr) AUSrJST 159 137q AS PECOYC)ER'S FILE NO*
78-3464319 SAID AGYEEYEqT WAS AYENDEr3.
30 AN 4GQEEMENT T7 WHICH RFFERENCE IS HERESY YADE FOR FIJLC
P49 T TCULARS
1014153 PAGE 1
v e
D4TED t JULY 2Bt 1969
RY AND BETWEEN : PLAZA CAMINO REALt A CALIFORWIA LIYITfO P4RTNERSH
THE MAY OEPARTMENT STORES COYPANY, A NEH YURK
CORPORATIONt AND J* C. PEYNEY COMPANY, lNC-9 A DE
CCRPORATIOY
REGARDING : CCNSTRUCTIOY, CIPfQATi'SN AYD RECIPRf3CAL EASEYEPITS
RECORDED Z JULY 281 1969 RECOSDER'S FILE 40- 135913
CCIVENANTS, COMDITIGNS AND RESTRiCTIOQSt CONTAI>dED THEREClN HAVE BEEN
P1IRPORTEDL.Y YODIFIED 9Y Ah3 INSTRUPEYT RECORUE3 SEPTEMBER 27, 1971
RECOROER'S FILE "J- 220157 AY'3 flCTfl3ER 261 1976 RECORDER'S FILE NO-
76-354986.
4. AY EASEME~IT 4fFECTiNJG THE POQTI7N 3F SAID L4ND AND FOR THE
PfJRPt3SES STATED HEREIN, AND INCI'lENfAL PURP'ISES, SHOWN C9
IIEDICATED BY THE MAP OF
TRACT : MAP NO. 8956
f 02 : WATER
AFFECTS : THE HEqEIN DESCRIBED PROPEFlTY
5. PROVISICINS, I'EREfhl RECITE?, QF T4E DE!OIC4TlOrJ STATEYEWT
114 THE MAP OF THE TR4CT SHOdR SELOW
TRACT : YAP NO, 5956
PRCIV i SI OVS :
'4E RFLINWISH AND WAIVE ALL 47dTTEKS .7fCLIT5 3F 4CCESS IN AND TO HAYMC
DYEVE, EL CAYIN3 REAtV AN9 M4RYCI\ Yi123 EXCE'T TrlE 43UTTERS RIGHTS Of
ACCESS DFSIGNATEO "ACCESS NO, 1, 29 3t 41 49 5, 7, S r(NO 9"r AS SHOHfY
'3q SAID YAP.
SAID YATTER AFFECTS: LUT 22 HEREIN DESCRIBEf)
1014253 PAGE 2
v W
SCHEOULE C
TYE L4ND REFERRED TO IN THIS POLICY IS SITU4TED IN THE STATE OF
CALIfORNIAt COUNTY OF SAN DIEGO, ANtl IS DESCSIdED AS FOLLOWS=
LOTS 16 AND 22 OF CARLSBAD TR4CT NO. CT 76-18 IN THE CITY OF CARLSBA
THE COUNTY OF SAV DtEGOw STATE 3F C4LIFCRNIAv 4CC3RUINC TO n4P THERE
83’56 FILED IN THE OFFICE OF COUNTY RECCQCER 3F SAY OlEGC COUNTY ON
4ildUST LIT 1978-
1014153 P4GE 3
w 0
CAT NO NN00568
INDORSEMENT FORM 41 1-REV TO 1919 1 CA (7-77)
OWNER’S INFLATION PROTECTION INDORSEMENT
ATTACHED TO POLICY rdo. 10 14 15 3
ISSUED BY
Title Insurance and Trust Company
The Company, recognizing the current effect of inflation on real property valuation and intendin to provide additional monetary protection to the Insured Owner named in said Policy, hereby modific said Policy, as follows:
1. Notwithstanding anything contained in said IPolicy to the contrary, the amount of insuranc provided by said Policy, as stated in Schedule A thereof, is subject to cumulative annu upward adjustments in the manner and to the extent hereinafter specified.
2. “Adjustment Date” is defined, for the purpose of this Indorsement, to be 12:Ol a.m. on ti first January 1 which occurs more than six months after the Date of Policy, as shown schedule A of the Policy to which this Indorsement is attached, and on each succeedir January 1.
3. An upward adjustment will be made on each of the Adjustment Dates, as defined above, b increasing the maximum amount of insuranc:: provided by said Policy (as said amount ma have been increased theretofore under the terms of this Indorsement) by the same percentagi if any, by which the United States Department of Commerce Composite Construction Co
Index (base period 1967) for the month of September immediately preceding exceeds tF highest Index number for the month of September in any previous year which is subsequei to Date of Policy; provided, howcver, that the maximum amount of insurance in force sha never exceed 150% of the amount of insurance stated in Schedule A of said Policy, less tk amount of any claim paid under said Policy which, under the terms of the Conditions an Stipulations, reduces the amount of insurance in force. There shall be no annual adjustmei in the amount of insurance for years in which therc is no increase in said Construction Go Index.
4. In the settlement of any claim against the Company under said Policy, the amount t insurance in force shall be deemed to be the amount which is in force as of the date on whic the insured claimant first learned of the assertion or possible assertion of such claim, or i of the date of receipt by the Company of the first notice of such claim, whichever shall fir occur.
Nothing herein contained shall be construed as extending or changing the effective date of sa
This Indorsement is made a part of said Policy and is subject to the schedules, conditions ar
Policy.
stipulations therein, except as modified by the provisions hereof.
Title Insurance a
BV
Secreta
NOTE: In connection with a future application for title insurance covering said land, reissue crcc on premium charges (if applicable at all) will be allowed only upon the original face amount insurance as statcd in Schedule A of said Policy.
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40 ua!j ayi JO isaJalu! JO aielsa aql oi all!) aui +lqeisa 01 alqeJ!saP
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-u1!€?13 painSU! aql S! JaUMO p!ES pap!AOJd pUe 'a6e61iow paJnSU! 341 Aq paJn3aS ssaupalqapu! aljl4O JaUMO ayl SaJnSU! hjod Sly1 41 (I!!)
JO :iU?2UiEl3 PaJnSU! aykJ0 SSOl IEni3E aqi (!)
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y3nS 40 JaUMO 841 'pap!AOJd U!aJay Se SSaUpaiq8pU! p!eS aSEq3Jfld 01
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'AlU'eienb J(
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JO alEiSa aql40 lJed hue JO ilB saJ!nb3e 43!YM i(i!lelLat
paUM0 AJIOYM JO juaJEd ayl S! aaJaJSUeJl aqj pap!AOJd
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-UeU p6al Jaylo 10 'aJnSOl3aJOJ JO fla!l L! a3UPAaAUO3 'ales
p!ES $0 iJEd huelo ll'e saJ!nbDe OYM paJnSU! q3nS 40 JOABj
JapUZ
.I ,* .* .. * *
(CONDITIONS AND STIPULATIONS Continued From Reverse Side of Policy Face)
2. (a.) Continuation of Insurance after Acquisition of Title by Insured Lender
If this policy insures the owner of the indebtedness secured by the
insured mortgage this policy shall continue in force as oi Date of Policy in favor of such insured who acquires all or any part of saiu estate or interest in the land described in Scbedule C by foreclosure
trustee s sale, conveyance in lieu of foreclosure or other legal man- ner which discharges the lien of the insured mortgage, and if such insured is a corporation, its trarsferee of the estate Of interest so acquired provided the transferee is the parenr or wholly owred subsidiary Oi such insured and in favor of anv governmental agency or instrumentality which acquires all or any part oi the estate or
interest pursuant to a contvact of insurance or guaranty insuring or guarantee ng the indebtedness secured by the insured mortgage After anv such acquisition +he amount of nsurance hereunder
exclusive of costs attorneys 'ees and exoenses which the Company may be obligated to pay shall not exceed 'he least of
(I) iCle amount o' insurance sta'ed in Schedule A (ii) the amount of the unpaid principal of the indebtedness plus
interest thereon as determined clnder paragraph 6(a) (iii) nereof, expenses of foreclosure and amounts advanced to protect the lien of the insured mortgage and secured by said insured moilgage at the time of acquisition of such estate or interest in the land, or (111) the amouni paid by any governmental agency or instrume~taiity
if such agencv or instrumen'al ty is the insured cla mant in acquisit on 01 such estate or interest in satisfaction of its insurance
contract or guaranty
(b.) Continuation of Insurance After Conveyance of Title
The coverage of this policy shall continue in Torce as of Date of Policy in favor of an insured so long as such insured retains an estate or interest in the land, or owns an indebtedness secured by a purchase money mortgage given by a purchaser from such nsured or so long as such insured snail have liability by reason of covenants oi warranty made by such insured in any transfer or conveyance OT such estate or interest provided however this policy snall not continue in force in favor of any purchaser irom such insured of either said esta'e or interest or the indebtedness secured by a purchase money mortgage given to such insured
3. Defense and Prosecution of Actions - Notice of Claim to be Given by an Insured Claimant
(a j The Company at its own cost and without undue oelay shall provide for the defense of an insured in litigation to the extent that such litigation involves an alleged defect lien encumbrance or other matter insured against by this policy
(b ) The insured shall notify the Company promptly in writing (ij in case of any litigation as set forth in (a) above (ii) in case knowleoge
shall come to an insureo hereunder of any claim of title or irterest uClicb is adverse to the title to the estate or interest or the lien of the insured mortqaqe, as insured and which might cause loss or damage for which the Company may be liable by virtue of this policy or (111) if title to the estate or interest or the lien of the
insurea mortgage as insured s rejected as unmarketable If such prompt notice shall not be given to the Company then as to such insured all liability of the Company shall cease and terminate n regard to the maiter or matters for which such prompt notice is required provided however that failure to notify shall in no case prejudice the rights of any such insured under this policy unless the Company shail be prejudiced by such failure and Then only to the extent of such prejudice
(c ) The Company shall have the right at its own cost to institute and without undue delay prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable
'0 establish ihe title to the estate or interest or the lien of the insured mortgage as ins~red and the Company may take any appro- oriate action whether or not it shall be liable under the terms of this policy and shall not thereby concede liability or waive any provision of this policy
(d ) Whenever the Company shall have brought any action or inter- posed a defense as required or permitted by ihe provisions of this oolicy, the Company may pursue any such litigation to final deter-
mination by a court 0- competent jurisdiction and expressly reserves the right, in its sole discretion IO appeal from any auverse judgment or order
(e ) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceedirg the insured hereunder shall secure io the Company the right to so prosecute or provde oefense in such acrion or proceeding and all
appeals tnereir and permit the Corrpany to use ai its option, the name of such insured for such oLrpose Whenever requested by the Company sJch insured shall give ;he Company, at the Company's
expense all reasonable aid (1) in any such action or proceeding n effecting settlement securing evidence obtaining witnesses or ores-
ecuting or defending such action or proceeding and (2) In a
other act which in the opinion of +he Company may be neces desirable to establish the title to the estate or interest or the 11 the insured mortgage as insured incluoing but not limited tc executing corrective or other documents
4. PiPoof of Loss or Damage - Limitation of Action
In addition to the notices required under Paragraph 3(b) of tl-
Conditions and Stipulations, a proof of loss or damage, sign( sworn to by the insured claimant shall be furiished to the CO within 30 days afier the insured claimant shall ascertain or dl
mine the facts giving rise to such loss or damage Such pro0 or damage shall describe the defect in, or lien or encumbran the ti le or other matter insured against by this policy which stitut2s the basis of loss or damage and when appropriate basis of calculating ihe amount of such loss or damage
Should such proof of loss or damage 'ail to staie facts suffici enable the Company to determine its I ability hereilnder, inst claimant at the wrltien request of the Company shall furnisi-
aduitionai information as may ,easonabiy be necessary to m determination
No right of action shall accrue +G insured claimant until 30 G< after such proof of loss or damage shall have been rurnishec
Failure to furnish such proof of loss or damage shall termlna liability of the Company under this policy as to sLch loss or (
5. Options to Pay or Otherwise Settle Claims and Option: Purchase Indebtedness
Tbe Company shall have ihe option to pay or otherwise Setti in the name of an insured claimant any claim insured agains terq nate all liability and obligations 01 rne Company hereur paying or tendering payment of the amount of insurance unc policy togetber with any costs attorneys fees and expenses incui red up to the time of such payment or tender of paymer the insured claimant and authorized by the Company In ca: dam3ge is claimed under this policy by the owner of the ind ness secured by the insured mortgage, the Company shall k further option to purchase such indebtedness forthe amour thewon together with all costs, aitorneys' fees and expense the Company is obligated hereunder to pay IT the Company
to purchase said indebtedness as herein provided, the own( indebtedness shall transfer and assign said indebtedness a mortgage and any collaterai securing the same to the Comp
payrient therefor as herein provided Upon such offer being by ti-e Company all iiability and obligations of the Cornpan) undc9r to the owner of the indebtedness secured by said ins\ mortgage other than the obligation to purchase said indebt pursuant to this paragraph are terminated
6. Determination and Payment of Loss
(a ) The liability of the Company under tnis policy shall in nc exceed the least of
(I) ti-e actual loss of the insured claimant, or (ii) the amount of insurance stated in Schedule A or if appli the dmount of insurance as defined in paragraph 2(a) herec
(iii) if this policy insures 'he owner of the indebtedness seci
the insured mortgage and provided said owner is the insuit ant the amount of the unpaid principal of said indebtednes interest thereon, provided such amount shall not include an tiondl principal indebtedness created suosequent to Date oi except as to amounts advanced to protect the lien of the ins mortgage and secured thereby
(b ) The Company will pay in addition to aiy loss insured ai by ths policy all costs imposed upon an insured in litigatio on by the Company for such insured and all costs attorney and expenses in litigation carried on by suctl insured with tl written authorization of the Company
(c ) Uhen the amount of loss or damage has been definitely
accordance with the conditions of this policy the loss or da shall be payable within 30 days thereafter
7. Limitation of Liability
No claim shall arise or be maintainable under this policy (a] Company, after having received notice of an alleged defect encumbrance insured against hereunder, by litigation or otl remwes such defect, lien or encumbrance or establishes tk the lien of the insureo mortgage, as insured within a reasor time after receipt of such notice (b) in the event of litigatior
ihere has been a final determination by a court of competen dict on and disposition of all appeals therefrom adverse tc or to the lien of the insured mortgage as insured, as provid
paragraph 3 hereof, or (c) for liability voluntarily admitted o assumed by an insured without prior written consent of the
,-ALlnlTIA*ICI **,n OTln I, AT ,,.,- fi j , , ,-. - - ,- -
1
e . m; m
I
e
AWENDMEMT TO LEASE -I_ AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT is made as of the
: day of - august 9 1978, by and between the PARKING AUTHOR
OF THE CITY OF CARLSBAD (l'Authorityl*), a public body corporate (
politic, organized and exiscine under the laws of the State of
Gal-ifornia, and the CITY OF CARLSBAB (I9Citytr) o a municipal corpc
tLsn of the State of Californja, with reference to the fsllo;.~in;
Authority and City are p&rties to a Lease Agreement., d
-August 21, 1969 (the "Lease Agreement2fl 9 whereby Arz"chorit;y %easi
to City certain Sand in the City of Carlsbad, Califcrnia, impro
for parking purposes, The Land so leased to City included the
groperti described in Exhibit A attached hereto and mad,e i3 part
3rd
A.
,
. hereof by reference ("Exchange Parcel At*)e
* B, Authority and City have entered into a certain Exclaamg * Agrement and Escrow Instructions p d2,ted August 3 I 1975 - ----
with Plaza Carnino Real p a limited partnership, whereby Authorlt
wiSI exchange Exchange Parcel A, including the improvements the
, . for the land oimed by Plaza Camins Real described Sn Exhibit B
attached hereto and made a part hereof by reference ettExchange
Parcel B"). Pursuant to said Exchange Agreement. an'd Escrow Ins
tions, Plaza Camino Real- has agreed tAat 88; shall, subsequent t.
exchange, improve Exchange Parcel I3 for parking pufposes on the
terns and conditions set forth therein,
.
*
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C. A.u%ti~sity and City desire by this Amendment to release
Exchange Parcel A from the Lease 'Agreement and to bring within t:
_. ..
to Authority.
De Autho'riti and City have determined that Exchange Parcel
greater in acreage that Exchange Parcel A and is of at least equ
.. ..
' vaPue and uti%itcy for parking pui*pOsest as Exchange Parcel. A,
E, -Exchange .Parcel. A has been cclnveyed t5 Plaza Camino Rea
subject to a right sf reentry, Exdhange-ParceP B has been 'conve
to Authority subject to a corresponding right sf reknt.ry exercis
52 e~\7::% -$he. righb, ef reentry i'cr E:vch=lngt? hrce'l. p. is exerc
hanu ~anxl A shall autom.at&
be brought within the terms of the Lease Rgkeement if reentry sf
Exchmge Parcel A occurs and that Exchange Parcel B shall autorna
calli be released from the Lease Agreement if reentry of Exchang
Parcel €3 occurs,
. ..
. . -.
.. .. . .., - , . .. _.. _. :.. . . . --. .- . ... - . . . .. . . .. . . . .. _- .- . . . . ._ .
.. Authority and "city desire that E
-.
. NOW, THEREFORE, Authority and City agree as foSlows:
1, Authority and City hereb'y release from the Lease Agreea
:. . Exchange Parcel A, including the improveme.rsts thereon, and Authc
hereby Leases 'to City and.*,Cfty hereby leases from Authority, as'
part of the property leased by Authority to City pursuant- to thc
Agreement, Exchange Parcel B, including the improvements to be c
*.
5iW78 -2- .. I I.
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'a
I
structed thereon by Plaza Carnino Real, as set forth in the aforc
mentioned Exchange Agreement and Escrow Instructions 2 this amen(
said release, and said Peasing 'to be effective upon the recorda-
tion of the deeds whereby Exchange Parcel A is conveyed to PIazi
Camino Real and Exchange Parcel B is conveyed to Authority.
. _. - -- -
2, :Xf reentry of Exchange Parcel A occurs pursuant 'GO the
right; of reentry contained in the deed of Exchalige Parcel A to .
Camfno Real, then, in that event;, automatically and ~ith~~t the
.necessity of any fwther actio'na by any ~~~SOII, the,property lea,
. by Authority'ts City pursuant to the Lease Agreement. shall incli
Exchange Parcel A, including the improvements thereon e If reen'
of Exchange Parcel E QCCU~S pursuant to the 'corresponding right
reentry contained in the deed of Eichanage Parcel B to AGthority
then, in tiaak; event, automatically and tdithout the necessity of
further action by any person, Exchange Parcel B, incltadj-ng the
..
~ improvements thereon o shall be released f+om the .Lease Agreemen
3. Except as so amended, all of the terms and conditions t
the Lease Agreement shall remain in full force and effect,
IN WITNESS WHEREOF, Authority and City have caused this Am(
to &e;sse Agreement to be executed and attested by their groper 1
thereuntb duly authorized, and thieir official seals to be heref;(
affixed as of the date first above written.
7/24/78 -3-
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PAWKING AUTHORITY OF THE CITY QZF
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CITY c
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.' BY .A .. ._
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..
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.. . ._ -.
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LEGAL DESCRIPTION OF EXCHANGE PARCEL A -
The real property in the State of California, County of Sa
Diego, City of Carlsbad, more particularly described as follows
Lot 14 of Carlsbad Tract 76-18 according to
May No. 8956 filed in the Office of the County Recorder of said County on August 11,
1978
EXHIBIT A
0 0
LEGAL DESCRIPTION OF ElXCHANGE PARCEL B
The real property in the State of California, County of Sa
Diego, City of Carlsbad, more particularly described as follows
Lots 16 and 22 Carlsbad Tract 76-18 according to Map No. 8956 filed in the Office of the
County Recorder of said County on August 11 ,
1978
EXHIBIT B
L
e.
m
L
AMENDMENT -
TO THE PLAZA CAMINQ REAL PUBLIC PARKING LOT OP E RAT I N G An E E MEN T
THIS AMENDMENT to The Plaza Camino Real Public Parking Lot
Operating Agreement is made as of the 3rd day of August
1978, by and between the CITY OF CARLSBA'D, a municipal corporat
the State of Cali-fornia ("Cityff), the PARKING AUTHORITY OF THE
CARLSBAD, a body corporate and politic of the State of Califorr
("Parking Authoritytt), and PLAZA CAMINO REAL, a limited partner
organized under the laws of the State of California (ttOperator'
. reference to the following facts and circumstances:
A. City, Parking Authority, and Ogerator are-parties to 1
, ,* - Plaza Cam.ino Real Public Parking Lot Operating Agreement, datec
November 24, 1969 (the IIOperating Agreement"), whereby City anc
Parking Authority contracted for the operation by Operator of i
certai9 parking lot leased to City by the Parking Authority pur
to a Lease Agreement dated August 21, 1969 (the "Lease Agreemer
B. City and Parking Authority have entered into an Amendn
to Lease Agreement, of even date herewith, whereby a portion ol
parking lot therein referred to as Exchange Parcel A will be PZ
from the Lease Agreement and certain other property therein re1
.. to as Exchange Parcel B will be included within the property cc
-- by the Lease Agreement upon the recordation of certain deeds, :
- ..)
-
therein described.
J 6
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* 0' 0 7.
*
C. City, Parking Authority, and Operator desire that co
rently with the release of Exchange Parcel A from the Lease A
rnent and the inclusion of Exchange Parcel B within the proper
covered by the Lease Agreement, Exchange Parcel A shall. be re
from the Upecating Agreement and Exchange Parcel 8 shall be i
within the property ccvered by the Operating Agreement.
D, Said Amendment to Lease Agreement also provides for
inclusion of Exchange Parcel A within the property covered by
the Lease Agreement upon reentry o:? said parcel pursuant to t
right of reentry contained in the deed of Exchange Parcel A tl
Plaza Camino Real. and for the release of Exchange Parcel B frl
the Lease Agreement upon reentry 017 said parcel pursuant to t
corresponding right of r-eentry contained in the deed of Excha
Parcel B to the Parking Authority.
- -...
NOW, THEREFORE, the parties agree as follows:
~ 1. Concurrently with the release of Exchange Parcel A f
Lease Agreement and the inclusion of Exchange Parcel B within
Lease Agreement, pursuant to the aforementioned Amendment to
Agreement, Exchange Parcel A shall be released from the Opera
Agreement and Exchange Parcel B shall be covered by the Opera
Agreement, -2. If Exchange Parcel B shall be released from the Leas
Agreement pursuant to the provisions thereof dealing with ree
then, in that event, automatically and without the necessity 1
8
5/17/78 -2-
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further action by any person, Exchange Parcel B shall be relea
from the Operating Agreement. If EKchange Parcel A shall be-i
within the property covered by the Lease Agreement pursuant to
provisions thereof dealing with reentry, then, in that event,a
- matically arid without - -. - the necessity __ o ther acti0-n by a
- person, Exchange Parcel A shall be eovered by the Operating Ag
3. Except as so amended, the Operating Agreement remains
__ -- _.
. full force and effect.
IN WITNESS WHEREOF, Parking Authority and City have cause
Amendment to Lease Agreement to be (executed and attested by th
0 proper officers thereunto duly authorized, and their official
to be hereto affixed as of the date first above written.
-. CIT' -
.-
. $2 1
By-
PARKING AUTHORITY OF THE CITY
- *. ,
' BY-
By-
I
2-- PLAZA CAMINO REAL, a limited p By me M&y Pi&S mdypfn
5 / 17 /?a -3-
0 7Lsj-.7%$ e f-
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EXCHANGE AGREEMENT AND ESCROW INSTRUCTIONS
To: Title Insurance and Trust Company
..
This instrument constitutes an agreement between the CITY C
CARLSBAD (llCityll), the PARKING AUTIiORITY OF THE CITY OF CARLSBAC
("Parking Authority"), and PLAZA CAMINO 'REAL, ("Developer"), reg
the exchazge of certain real property in the City of Carlsbad, S
of Califorfiia, ar,d further constitutes escrow instructions to Ti
Insurance and Trust Company (llEscrow Ijolder1f) in respect of said
exchange. This instrument is hereinafter referred to as "this E
Agreementr1. Escrow Holder need not be concerned with matters of
agreement among City, Parking Authority, and Developer, except a,
specifically provided in this Escrow Agreement.
This Escrow Agreement is entered intn with reference to the
following facts and circumstances:
A. Pursuant to that certain Agreement, dated November 5, 1:
as amended, by and between City, Parking Authority and Developer
"Expansion Agreement"), Parking Authority ar,d Developer have agrc
to exchange with one another the rea:L property now owned by Parki
Authority described in Exhibit A attached hereto and Kade a part
hereof by reference ("Exchange Parcel A") which property is a ful
- 1-
1% 1 1. 0 0 rE
improved parking lot consisting of '108 payking spaces, for the r
property now owned by Develoder desc!-ibed in Exhibit B attached
and made a part hereof by reference ("Exchange Parcel Bit) which
is unimproved I
B. Immediately after the receipt of said conveyance from P
ing Authority, Developer intends to convey Exchange Parcel A to
Federated Depart,:ner,t Stores, Inc * (flFederated") = It is comtempl
that Developer and Federated will encer into a separate escrow w
Escrow Xoldcr (the '!Federated FSC~OW~~) through which the latter
conveyance will be accomplished.
-- *.-
C. Developer shall improve Exchange Parcel S'for parking
p.u~-2Gsss - --! -L--I? -__.- 1 1-- LL- ---.- ,,L 1-4--- A&-.- L1,- ^^.__ 1-6.: a:ru ai:cd.~ LU~II-UL-- bt; uiic aaiiiv :IVV ~abci CII~~II ~IIG LULII~JZGUL
of the new public parking area pursuant to the Expansion Agreemc
Exchange Parcel €3 shall be improved by Developer in the same mar
as Excaange Parcel A and shall be of at least equal value and
utility for parking purposes as Exchange Parcel A. The details
such improvements shall be in accordance with the Precise Plan c
Development approved by the City pursuant to the Expansion Agrec
which Precise Plan, as approved, is hereby incorporated herein t
reference.
D. Developer will pay all costs arising in this escrow anc
in addition, will pay the fees of City and Parking Authority's
outside legal counsel for their services in the negQtiation and
drafting of this Escrow Agreement.
7/24/78 -2-
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NOW, THEREFORE, the parties agree as follows:
1. Subject to the specific provisions herein, Parking Authc
will convey Exchange Parcel A to Developer and Developer will cot
Exchange Parcel B to Authority. Developer shall improve Exchangf
Parcel B for parking purposes and shall complete the same not la1
than the completion of :he new public parking area pursilant to tl
Expansion Agreement. Exchange Parcel B shall be improved by the
Developer in the same manner as Exchange Parcel A and shall be 0:
Peast equal value and utility for- parking purposes as Exzhange
Parcel A. The details of suck; improvement shall be in accordane
with the Precise Plan of Development approved by the City pursua
to the Expansion Agreement, which Precise Plan of Development, a
is L---l--- :--.--.----+PA he-~\<m h.r yeC~vc~~2 qq fhr-iin :IC1 CUy ~ll~ul pu> acrL,u LALJ \-A&. UJ CL-. UY "...,_"h s. api.)i-ovsd,
forth in full.
I The May Stores Shopping Centers, Inc., the General Partner
the Limited Partnership constituting Developer shall execute a
guaranty of Developer's obligations under this paragraph 1 in th
form attached hereto as Exhibit G and made a part hereof by refe
and shall furnish the bond required pursuant to said guaranty.
Any and all expenses and costs incurred in connection with
Exchange Agreement or the implementation hereof shall be borne k
the ikveloper .
2. On or before 12:OO noon of the day preceding the closfr
date, City and Parking Authority shall hand to Escrow Holder:
7/24/78 -3-
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(a) A deed executed by Parking Authority to Developer
covering Exchange Parcel A, in 'ihe form attached hereto as
Exhibit C and made a part hereof by reference (the "Parcel
A Deed");
(b) Such resolution and/or other evidence of authority
as may reasonably be required to satisfy Escrow Holder
pursuant to subparagraph (c) of Paragraph 6 that the Parcel
A Deed will convey insurable fee title to Exchange Parcel
A to Developer;
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(c) Such written acceptance of the Parcel B Deed, as
hereinafter defined, as may be necessary to permit. the
recording thereof;
(d) One counterpart of a fully executed amendment to
that certain Lease Agreement, dated August 21, 1969, betwet
! Parking Authority and City, in the form attached hereto as
I Exhibit 0 and made a part hereof by reference (the "Lease
AIliendrr,ent" ) .
(e) Any other docurnents required to enable the Escrow
Holder to comply with those instructions.
3. On or before 12:OO noon on the day preceding the closi
date, Developer shall hand to Escrow Holder:
(a) A deed executed by Developer to Parking Authority
covering Exchange Parcel B ir, the form attached hereto as
Exhibit E and made a part hereof by reference' (the "Parcel
3 Deedtt);
7/24/78 -4-
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(b) The fully executed guaranty and bond required
pursuant to Paragraph 10 of this) Escrow Agreement;
(c) Any other documents or funds required to enable
the Escrow Holder to comply with this Escrow Agreement.
4. On or before 12:OO rioon of the day preceding the closinj
date, City, Parkihg Authority and Developer- shall hand to Escrow
Holder three (3) counterparts of a fully-executed amendment to
the Plaza Camino seal Public Parking Lot Operating Agreernenc,
dated November 4, 1969, by and between City, Parking Authority
and Developer, in the forn, attached hereto as Exhibit F and
made a part hereof by reference (the "Operating Agreement Amend-
rr,er,t" : *
5. The closing date shall occur as soon as practical. after
the recording of a final map under the Subdivision Map Act of
the StLtc cf Califz-nia cstzblishiEg Exchz;?gc Parzcl .4 and
Exchange farce1 B as separate lots, iand the fulfillment of the
conditions set forth in Paragraph 6. If this escrow shall not
have closed by December 31, 1978, then at any time thereafter,
either Developer or Parking Authority may terminate this Escrow
Agreement by written notice to the other and to Escrow Holder,
unless the escrow shall have closed prior to the giving of such
notice. In the event of such termination, Escrow Holder is
instructed to return fcrthwith funds and documents to the re-
spective parties depositing the same. Upon such termination
-5-
1 @ 0
Developer shall pay for all itenis reqkired to be paid by Devei-
oper pursuant to Paragraph 10 hereof,
6. In additjor? to the recording of %he aforementioned fina
map under the Subdivision Map Act, the close of escrow is subjec
to the following conditions:
-. .-
(a) That the Federated Escrow will be in a position
to be closed concurrently with the close of this Escrow
Agreement;
(b) That Escrow Holder will be able to issue at
Developer's expense a standard form CLTA policy of title
=----.----- m---'-n D--l-:v- A,.4-Lew:+T7 mo <mo,,mnA ,,;+-h 1 imhil <+- 111au: ciibc IiaiiiLiiE) I ai ~AIIC, riuvlivi .LUJ uu A~~~~A b~ ...L~.~ A_uuA-_y
to $58,375.00 showing title to Exchange Parce1.B vested in
Parking Autherity subject only to: e
(i> The usual 2rinte:: excep+uions in such form of
policy;
(ii) Convenants, conditions, restridtions, ease-
ments and reservations of record as set forth in
Exhibit H attached hereto;
(iii) That certain Amended and Restated Construc-
tion, Operation and Reciprocal Easement Agreement amon
7/24/78 -6-
1
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Developer, Federated, Sears, Roebuck and Co. e Carter
Hawley Hale Stores, Inc., The May Department Stores
Company, and J,C. Penney Company, Inc., to be recorded
concurrently with the close of the Federated Escrow
and this escrow;
(iv) The matters set forth in the Parcel B Deed. -- -
(v) Liens for taxes and any special assessments
collected as taxes which ai-e not yet payable, provided
Developer has filed the security required by Californi
Governmer,t Code Section 661493 a
(c) That Escrow Holder shall be satisfied $hat, khe
Parcel A Eeed will convey insurable fee title in Exchange
Parcel A to Developer, subject only to:
(i) The usual printed exceptions to a standard
form CLTA policy of title insurance;
(ii) Covenants, conditions, restrictions, ease-
ments, and reservations of record, as shown in Escrow
Holder's Preliminary Report No. , dated
, except for item numbers
in said Report;
(iii) That certain Amended and Restated Construc-
-7 -
I
.I 0 e
tion, Operation and Reciprccal Easement Agreement anion
Developer, Federated, Sears, Roebuck and Co. 9 Carter
Hawley Hale Stores, Inc., ‘The May Department Stores
Company, and J. C. Penney Company, Inc. 7 to be recorded
concurrently with the close of the Federated Escrow
and this escrow;
-I --_
(iv) The matters set forth in ths Parcel A Deed.
No title policy will be issued to Developer in this escrow,
However, a title policy will be isssed to Fede-ated in the Fed-
erated Escrow.
7. Subject to each party fulfillifig its obligations wder
Pai-agrtph 2, 3 and 4, no party guarantees that the cocditions tc
the close of escrow will be fulfilled.
8. Upon the close of escrow, Escrow Holder is authorized
and instructed to:
(a) Record the Parcel A Deed and the Parcel B Deed,
with instructions to the Recorder to return the Parcel A
Deed to Developer and the Parcel B Eeed to Parking Authorif
(b) Deliver to City and .?hrkir,g Authority two (2) cf
the counterparts of the Operating Agreement Amendment and
aforementioned guaranty and bond; and
-. -8-
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.% e e
(c) Deliver to Oeveloper one counterpart of the LeaL;e
Amendrrent sr,d one counterpart oi' the Operating Agreement
Amendment.
9. All taxes and any special assessments collected as taxe
affecting Exchange Parcel G khich are payable shall be paid Sy
Developer prior to the close of escrow. Ci-t-y and Parking Author
.shall cooperate and assist Developer in attempting to secure the
cancellation 03 taxes on ExchanLe Payeel 8 effective as of the c
of escrow so that Developer may obta:.n a refur,d of any taxes pai
Developer on Exchange Parcel B for any period subsequent to the
close of escrow.
4
10. Other provisions to the con'xary notwithstending it is
understood and agreed that the charges for any title policy, doc
rnentary transfer tax, escrow fees and other charges in this escr
shall be k- Verne by I'zvcLoper. 9ev2lo;?er shall also pay the fees
City and P2rking Authority's outside legal counsel for their sev
in the negotiation and drafting of tlnis Escrow Agreement.
party shall bear its own attorneyss fees and other enforcement
costs in respect of any claimed breaizh of this Escrow Agreement,
subject to Paragraph 14 hereof,
Each
11. No right is granted to Developer by this Escrow Agreemc
to enter Exchange Parcel A for purposes of grading or developmer
or pre-development activities until the close of escrow, The
7/24/78 -9-
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preceding sentence shall not be construed to affect any rights
Developer may have under any other instrument.
12. All funds received in this escrow shall be deposited in
one or more general escrow accounts of Escrow Holder with any ba
doing business in the State of California and may be transferred
to any other general escrow account or accounts. All disburseme
shall be made by Escrob- Holder’s chet’lk., Escrow Holder is author
to record any instruments delivered through escrow which are nec
sary c)r proper for the issuance of t!ie title policies called for
this Escrow Agreement.
-_ .-
13. This Escrow Agreement and the Expansion Agreement conta
1 PI Lilt: e:iLii e dt;i ceiiie:;~ ‘JI L~IC pdI-’t,.iea i:i i-espe~i al” tile e:nCiiZ:-igt: i
Exchange Parcels A and B, and all negotiations and agreements
between the parties hereto or their agents with respect to said
exchange are merged in this Escrow Agreement and Expansion Agree
ment, which alone express the parties’ rights and obligations wi
respel=t thereto. The obligations of Developer under Paragraph 3
and City and Parking Authority under Paragraph 9 hereof shall
survive the consummation of this transaction and the delivery
of the deeds, and shall continue in full force and effect and
be binding upon and inure to the benefit of Developer, City, anc
Parking Authority, respectively, and their respective successolr’:
and assigns under the Expansion Agreement.
14. In the event of any litigation arising out of the subjt
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4
matter of this Escrow Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and costs.
15. Time is of the essence of this Escrow Agreement. The
term 'lclose of escrow1*, as used herein, means the date the in-
struments herein referred to are recorded + The term llclosing
date", as used herein, means the scheduled date for close of
escrow. If the close of escrsw shall. not have cccurred on the
closing date, Escrow Holder shall close this escrow as seon
after the closing date 2s possible, unless this Escrow Agreement
is terminated pursuant to Paragraph 5 hereof,
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16. This Escrow Agreement shall not be amended in any manne
llCf ets. or UIIIC>> SUG~L ciiiei,di!ieIit is Sigi-ied 53 d1-l i;l" the psi-tles I---- -I ---
their authorized agents, and Escrow Hoider is instructed not to
accept any such amendments unless so executed.
17. In the eve,t ths date by iih:Lch the parties' perforzsnce
and due herein shall be other than a regular business day, such
performance shall be due on the next preceding regular business
day.
Dated as of BU RacJ - 3 9 1978
(Signatures on the following page)
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II 1, 0 w
ATTEST CIT!I OF CARLSBAD
By :
PARKING AUTHORITY OF THE CITY 0
.4T’I’EST CARLSBAD
By :
PLAZA CAPlINO REAL, a California
The escrow instructions embodied in the above Exchange Agreement Escrow Instructions are hereby accepxed.
TITLE INSURANCE AND TRUST COMPANY
By:
-3.2-
e
LEGAL DESC3IPTION OF EXCHANGE PARCEL A
-_I--_
The real pro3erty in the State of California, County of San
Diego, City of Carlsbad, more particularly described as follows:
Lot 14 of Carlsbad Tract 76-18 according to
May No.gq20 filed in the Office of the
County Recorder of said County on cud& 61 , 1978
-I -_
EXHIBIT A
'. * 1. a 0
- LEGAL DESCRIPTION ____PI__ OF EXCHANGE PARCEL B
The real property in the State of California, County of San
Diego, City of Carlsbad 9 more particularly described as follows:
Lots 16 and 22 Carlsbad Tract 76-18 according to Map No.8956 file& in the Office of the County Rezor-der of said County on cl), y,,d- 1( 9
1978 -- .-
, ,
EXHIBIT 5
PI 0 0
RECORDING REQUESTED i3Y
AND WHEN RECORDED NAIL TO:
Plaza Camino Heal
c/o The Nay Stores Shopping Centers, Inc. 10738 West Pic0 Boulevard, Suite 1
Los Angeles, California 90064 Attention: Herbert L. Roth
GRANT DEED
(Exchange Parcel A) -- -
The undersigned, the PARKING AUTHORITY OF THE CITY OF CARLS
a public body corporate and politic, organized and existing unde
laws of the State of California (1fGrantor17), hereby grants to PL
CANINO REAL, a limited partnership, organizea and existing under
laws of the State of California, +,'ne generzl partner of which is
Kay S~ores Shopping LeEters, inc. (::Lr-antee;:j tne loiicwing desc
real property in the State of California, County of San Diego, C
of Carlsbaa, more particularly descr:tbed as follows:
Lot 14 of Carisbad Tract 76-18 acco,*ding to Xap No . filed in the Off;,ce of the County
Recorder of said County an 9 1978.
A. The conveyance hereby made is subject to the easements,
rights-of-way, conditions, covenants I restrictions, reservations
and similar matters of record on the date of delivery of this Gr
Deed to Grantee.
8. The conveyance hereby made is also subject to the foll'c
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EXHIBIT C
'. e 0
Grantor has granted the real property conveyed hereby to
Grantee with the understanding that Grantee will convey said rea
property to Federated Department Stores, Inc. (ltFederatedlf) and
that Federated will commence construction of a department store
building thereon by July 1, 1981. If Federated has not commence
ccnstructioc of a departrzent store building therzon pursuant to
building permit issued by the City of' Carlsbad on or before July
1981, Grantor or its successors or assigns may give written notif
of such fact to Federated or its successors or assigns, and if s
construction is nct so coinmenced withiin sixty (60) days after th(
giving of such written notice, Graritcr shall have the right imn;el
ately to terminate the estate herein granted for condition broke
n. ._. v=eenteyjnr t-2 13-A fifi-.rfi~~-A h---L-v -----,--.-A I e-7 ' n---. u AU.IU *~riv LYLU LICI GUY pui ~UCIIL- L-3 LGlilVI aid LlVII
Code Section 1109 or any successor statute; provided p however,
said reentry shall cot OCCU~ unless ssid notice is given not latc
than July 1, 1982. In such event, a~tomatically and simultaneou:
with the occurrence of the reentry, without it being necessary fc
Grantor or its successors or assigns to take any affirmative act:
to effect such result, the real property conveyed hereby shall
become subject to all of the covenants, conditions, restrictions
and other provisions of that certain grant deed, dated October 2:
1969, frcm Grantee to Grantor, recorded on said date in tne Offic
Records of the San .Diego County Recorder as Document No. 193480,
amended by an instrument recorded concurrently herewith entitled
0
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"Amendment of Deed Covenants, Conditions, Restrictions and Reser
tions; Subordination Agreement and Parking Easementst1 executed b
Grantor, Grantee and others (said deed, as amended, being herein
after referred to as the llOriglnal Grant Deed"). Such reentry s
be the sole remedy of Grantor and it:s successors and assigns if
construction is not so ccmmenced.
For the purposes of this deed, commencement of construction
shall be deemed to have occurred upon the commencement of pourin
concrete footings for said department store building o
. In the event such construction shall have so commenced on c
before July 1, 198:, or on or before the expiration of the afore
tioned sixty (60) day period, or in the event the aforementioned
netice is nc~t given ny! cr hefnre 2uly lp 1982, irhen for the pur:
of corroborating that the real property conveyed hereby has beer
released from the right of reentry contained in this deed, Grant
or its successors or assigns, shall execute and deliver in recar
able form to Federated, or its successors or assigns, an instrun
in form satisfactory to Federated, or its successors or assigns,
confirming such release. In the event the reentry shall have
occurred, then Federated or its successors or assigns shall exec
and deliver in recordable form to Grantor or its successors or
assigns a grant deed covering the real property conveyed hereby
containing all of the covenants, conditions, restrictions and ol
provisions of the Original Grant Deed, and Grantor, or its SLICC~
7124178 -3- 0.
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or assigns shall accept such grant deed and cause it to be recorc
in the Official Records of the San Diego County Recorder. Furthi
in the event the reentry shall have cccurred, C-rmtor or its SGC
or assigr,s shall cause that Lease Agreement, dated August 21, 19
between Grantor and the City of Carlsbad, California to be amend
to provide for the inclusion of the real property conveyed hereb
the Site covered by said Lease Agreement. -- -
The addresses of Grantor and its successors and assigns and
Federated and its successors and assigns for all purposes hereun
are as follows, provided that Grantor or its successors or assig
and Federated or its successors or assigns may each change its a
for such purposes by written notice to the other:
~--i,i-~ n..+hr.-:c.. *.e c~,~ ric.. -0 c-..nT 1Ui r\LLJb fiUVllVI AVJ L*& CIIII- ULUJ U VU& As",d r-..-c-... u. U.lVU1 .
Carlsbad , California Attention:
I
Federated: Federated Departnient Stores, Inc.
I 1 222 West 7th Street
Cincinnati, Ohio 45202
Attention: Senior Vice President
Real Estate
With a copy to:
Federated Department Stores, Inc. 15760 Ventura Bou!.evard
Encino, California 91316
Attention: Operating Vice President
Notices shall be deemed given upon personal delivery to an o
of Grantor or its successors or assigns, or Federated or its sue
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or assigns, as the case may be, or upon a date the same is deliv
or delivery was attempted by registered or certified United Stat
mail properly addressed as aforesaid, postage prepaid 9 as shown
return receipt e
The provisions of this deed shall be binding upon and inure
to the benefit of the respective successors and dssigns of Grant
and Grantee, including, but not limited to,- federated.
Dated :
PARKING AUTHORITY OF THE CITY OF
By-
0 By-
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P
'. , e e
AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT is made as of the
day of , 1978, by and between the PARKING AUTHORI'
OF THE CITY OF CARLSBAD ("Authority7*), a public body corporate ai
politic, organized and existing under the laws of the State of
California, and the CITY OF CARLSBAD (lJCity-"',-, a municipal corpoi
'tion of the State of California, with reference to the following
A. Authority and City are parties to a Lease Agreement, da
August 21, 1969 (the "Lease Agreement;"), whereby Authority lease
to City certain land in the City of Carlsbad, California, impsov
for parkjng purposes. The land so leased to City included the
property described in Exhibit A attached hereto and made a part
hereof by reference ("Exchange Parce:L A'!) a
8, Authority and City have entered into a certain Exchange
Agreement and Escrov Instructions, dated
with Plaza Carnino Real, a limited partnership, whereby Authority
will exchange Exchange Parcel A, including the improvements the?
for the land owned by Plaza Camino Real described in Exhibit B
attached hereto and made a part here13f by reference (IIExchange
Parcel B"). Pursuant to said Exchange Agreement and Escrow Ins1
tions, Plaza Camino Real has agreed that it shall, subsequent tc
exchange, improve Exchange Parcel B for parking purposes on the
terms and conditions set forth therein.
5/17 /7 8 -1-
EXHIBIT D
* 0
C. Authority and City desire by this Amendment to release
Exchange Parcel A from the Lease Agreement and to bring within tl
terms of the Lease Agreement Exchange Parcel E, effective upon tl
recording of the deeds pursuant to which Exchange Parcel A shall
conveyed to Plaza Camino Real and Exchange Parcel B shall be con
to Authority.
D. Authority and City have deterrrined- %hat Exchange Parcel
greater in acreage that Exchange Parcel A and is of at least equ
value and utility for parking purposes as Exchange Parcel A.
. E. Exchange Parcel A has been conveyed to Plaza Camino Rea
subject to a right of reentry. Exchange Parcel B has been conve
to Authority subject to z corresponding right of reentry exercis
ID. the event tile righi, or reeriiry l"a~- EXeiidflgC r"d:-cel A is e.ie~*~
Authority and City desire that Exchange Parcel A shall automatic
be brqught within the terms of the Lease Agreement if reentry 03
Exchange Parcel A occurs and that Exchange Parcel B shall automa
cally be released from the Lease Agreement if reentry of Exchang
Parcel E3 occurs.
NOW, THEREFORE, Authority and City agree as follows:
1. Authority and City hereby release from the Lease Agrecn
Exchange Parcel A, including the imp;-ovements thereon, and Authc
hereby leases to City and City hereby leases from Authority, as
part of the property leased by Authority to City pursuant to thc
Agreement, Exchange Parcel B, including the improvements to be (
5/17/78 -2- .. I
@ 0
strutted thereon by Plaza Camino Real, as set forth in the afore-
mentioned Exchange Agreement and Escrow Instructions, this amendr
said release, and said leasing tu be effective upon the recorda-
tion of the deeds whereby Exchange Parcel A is conveyed to Plaza
Caniino Real and Exchange Parcel B is conveyed to Authority.
2. If reent'ry of Exchange Parcel A occtilrs pursuant to the
.right of reentry contained in the deed of Exchange Parcel A to P.
Camino Real, then, in that event., aut,omaticaliy and without the
necessity of any further action by any person, the property leas
by Authority to City pursuant to the Lease Agreement shall inclu
Exchange Parcel A, including the improvements thereon. If reent
It Of EXci~dflgt! Far Gel E ucc,f'S pur SUGI~~ to jiitf CGY:'ebpuridirig :-igilt
reentry contained in the deed of Exchange Parcel B to Authority,
then, in that event, automatically an6 without the necessity of
further action by any person, Exchange Parcel B, including tne
improvements thereon, shall be released from the Lease Agreement
3. Except as so amended, all of the terrs and conditions o
the Lease Agreement shall remain in full force ana effect.
IN WITNESS SJHEREOF, Authority and City have caused this Arne
to Lease Agreement to be executed and attested by their proper c
thereunto duly authorized, and their official seais to be heretc
affixed as of the date first above written.
7/24/78 -3-
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PAR’KING AUTHORITY OF THE CITY OF
By-
By-
CITY OF CARLSBAD
-I -
By-
3Y-
5 / 17 176 -4- ,
1. . e 0 ..
GRANT DEED (Exchange ParFel 3)
The undersigned, PLAZA CAMINO HE;AL, a limited partnership
organized and existing under the laws of the State of California
the general partner of which is The Flay Stores Shopping Centers,
Inc., (llGrantor't), hereby grants to THE PARKING AUTHORITY OF THE
CITY OF CAHLSBAD, a public corporation, (llGranteetll') 9 the follow
ing described real property in the St,ate of Callfornia, County
of San Diego, City of Carlsbad, more particularly described as
follows:
-. .-
Lots 16 and 22 Carlsbad Tract 76-18 according to Map No. filed in the Office of the County Recorder of said County on , 1978.
RESERVING tiNTO GRANTOR, its s~ccessors and assigns, and to
and for the benefit of each and every portion cf adjoining Lots
2, 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 23, 24,
25, 28 and 29 of Carlsbad Tract 76-1;3 (hereinafter referred to
as the "adjoining lotsf1), easements ton, under ana over tne land
conveyed hereby as follows:
(a) Easements (hereinafter referred to as "installation
easements1') 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
D
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EXHIBIT E
.I W' e I, '
f I. ,
.. may be necessary to provide utility service
to such lots. 311 such utilities shall be
underground, e.xcept with respect to those
facilities which are normally aboveground
in connection with underground utility system
The term "utilities" as used herein, includes
but is not limited. to worksl lines, and
structures necessary to provide the following
products or services to -the adjoining lots:
water; sewers, drainage, electricity, gas,
telephone and cable or closed circuit teievis
(ii) The purposes of erecting, constructing, maint
ing and operating signs to provide proper adv
ment of and direct.ion's for business establish
located on the ad3,oi:iirig ioks .)
~
0
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(b) Easements (hereinafter referred to as "common use"
!
,.
I easements) for the-purpose of ingress .and egress bq
'1 any pedestrians, automobiles, trucks and any other
vehicles to and from the adjoining lots, or any
portion thereof by 'traversing the land conveyed he]
in aDy direction to or from any point on the corninor
i
' boundary line of the land conveyed hereby and the
. .adjoining lots or any portion thereof; and the par1
of such vehicles including, but not limited to:, an
easement for".access to :Lot 21 of the aforementionec
CT 76-18 and from there to a puhlic streetl to wit
Marron Road; provided however that said common use
easement shall not be e:xercised so as to interfere
'
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w.i<h the use of the'land donveyed he.reby for public
parking lot purposes and said cormon use easements
shall be exercised consistent with the confiquratio
of said public parking lot.*
The easement rights reserved hereby include the power on
the part of Grantor, its successors and assigns, and the other
owners of the adjoining lots, their success0r.c: and assigns, tc
grant easements and licenses for the use of said easement rig?
to others, provided such qrants are solely for the benefit of
adjoining lots.
-. _-
The easement rights reserved hereby and any licenses to
be granted thei-eunder are subject to the following condition:
The rights of usage under the common use easements
shall be nonexclusive, and in common with the
.rights of usage on the part of each owner of or
licensee under such rights and with all members of
the public having the right or privilege for like
usage of the Parking Facilities under the terns
and provisions of that certain Lease Agreement,
dated - , (hereinafter ref erred
to as the "Lease"), by (2nd between Grantee and the
City of Carlsbad, - -/- a mun.icipal corporation.
-.
0
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1
The rights under the easements hereby reserved shall be
TI. -
appurtenant to the adjoining lots and any portion thereof.
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e' il) ') ,,
.b '* I ..
A. . The.conveyance hereby made is also subject to the
following :
1. The Lease covering the land conveyed hereby
executed by Grantee herein as Lessor to the
City of Carlsbad, as Lessee. .*
2. The eaPzments, rights-of-way, conditions, coven
restrictions, reservations.,.-and similar matters
of record on the date of delivery of this Grant
Deed to Grantee..
B. The conveyance hereby made is also subject to, and
Grantee, by its acceptance of this Deed, for itself, its SUCCE
and assigns; hereby makes and agrees <o the following convenar . . ' ..
ColiCiilii~iis, ai16 xsstzicticns, narr;eI-~:
1. The land conveyed hereby shall be heid in trust
by Grantee, and its successors, and dedicated
perpetually to publlic use as a municipal parkir
lot available to the public. Grantee, and its
successors and .assigns, shall operate the munic
parking lot without charge to the public unlesr
such charge to the public is required by anotht
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 bl
.. i A ..
.. ..
.. . ..
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legally absorbed by Grantee or its successors
.. and assigns. Said parking lot shall be main-
tained ir?'good condition with all necessary
repairs and replacements and shall be operated
by Grantee in such a mdnner as to provide inter
traffic routing and control so.as to maintain
proper flow of.traffic around and within said
parking lot and to provide at all times access
for ingress and egress to and from the adjoinin
lots Including, but not limited to, pedestrians
automobiles and comnercial vehicles engaged in
making del'iveries tc~ and pickups fron establish
ments on the adjoining Lots and unloading opera
in connection therewith. Said parking lot shal
kept open for public!'parking on all days, inclu
'holidays, and at all hours except when there is
-- _-.
..
no reasonable need in the adjoining lots iGr
parking in said parking lot or when and insofar
as reasonably necessary for repairs or maintena
No improvements, structures, buildings, or faci
shall be placed thereon or therein which obstru
interfere with or restrict the use of the land.
conveyed ..- hereby as al municipal parking lot, exc
for decorative plant,ings, lighting facilities a
other improvements incidental to the use of sai
. _. . t
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1. .* , _t
. : land as a municipal parking lot.
As used herein, the term "total taking"
refers to a taking, throuqh'or in lieu of eminen
domain proceedings, of eighty percent (80%) or
more of the total area of the parking lot and
the term "partial'taking" refers to a taking
through such proceedings of any lesser area.
(a) In the event 041 a total taking, the com-
$
-.. .-.
pensation awarded for such taking shall
be apportioned as follows: Grantee shall
receive out of- the award for such taking a
amount equal to its unpaid indebtedn.ess fc
the cost of improvements and costs cf oper
. ation and maint:enan.ce of the parking f.ac.i1
incarred by it,'less the amount held by OX
for it for any such purposes. The balance
of the award for such taking shall be
o apportioned bet-ween Grantor and Grantee,
..
..
and their respective successbrs and assign
as their respec:tive interests may be deter
.. by the Court.
.. .. (b) In'the event off a partial taking, Grantee
shall cause the construction, upon the .
remaining porti.on of the land conveyed
hereby, of a multi-level. parking structure
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or structures, or other replacement parkin,
facilities having capacity sufficient to
compensate, to the extent reasonably possi
in Light of such physical limitations such
partial taking imposes, for the reduction
parking capacity 'caused by such partial
taking if and to the extent that proceeds
a?portioned to it as a result of such taki
are available. Grantor may, at its electi
contribute toward the cost of such replace
ment parking facilities. In the event tha
the proceeds of any such award in eminent
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. domain appcrtioned to Grantee or its swce
in interest are not reqclired to be so used
as above-provided, such proceeds shall be
deposited in a fund for discharge or rederr
of any indebte&ness of Granhe in connecti
with the initial construction of said park
facilities or to'Grantee if such indebtedr
has been fully discharged. That portion c
any such award apportioned to Grantor as.
a result of such taking shall be retained
by , . .. the Grantor,,
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2, If at any time or tjimes Grantee fails to carry
or to cause to be carried out, the maintenance
operation of the land conveyed hereby as a pub1
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. ' parking lot in accordance with paragraph 1 of .
this Section B, or the construction provided
for therein, if required, Grantor or its
successors or assigns, t shall have the right at
its election, in adilition to and without
prejudice to any other remedies I irnrnediately
to assume and carry out the-maintenance and
operation of and construction on said land as
a public parking Pot, provided that Grantor,
or its successors 01: assigns upon .. assuming suck
maintenance and opekation, shall pay the cost
thereof, until such time as Grantee assumes
.- ..
. and is ready to carry out, os causes anotiiex
*' person, association I or corporation ready and
0 able to do so, to assume and carry out the
maintenance and operation of said land as a
public parking lot :in accordance with paragrap]
of' this Section €3. . .
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3. Should the parkir,g facilities be damaged by fi:
lightning , vandalism, malicious mischief or an:
other casualty, Gra:ntee shall cause the repair
such damage with all reasonable dispatch. ' Grai
shall procure and maintain or cause to be prod'
and maintained in full force and effect at all
a policy or polieies.of insurance against loss
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.damage to the improvements of the parking facili
resulting from fire, lightning, vandalism,' malic
mischief and such other perils as are ordinarill
incl-uded in "fire and extended t coverage insuranc
providing coverage at one hundred percent (100%'
of the replacement value of said improvements
\ikitten by a financially responsible insurance
company(s) authorized to do business in the Sta
of California. Anyone having possession of any
all of said parking facilities under a lease, 1
or other similar document, or anyone to whom a1
any part of said parking facilities are assigne
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LIc131- as ".."..Y44-.. Fmr =my, ple(i*es 31 j$-UC& il-, L--.-.-L
3\;bU&.LJ &V& ---J
for the cost of said improvements shall be nam
as additional insured mder such policies 05
insurance. The insurance obliga-tions of Grant<
pursuant to this pa:cagraph are fulfilled if Gri
causes the procurement and mzintenance of such
.insurance and Grantee or its successors and as!
are named as additilonal insured under said pol
of hsurance,
repaired or rebuilt all proceeds of insurance'.
respect'.to loss or damage shall be applied tow
the cost of said repair or rebuilding. If the
improvements are not required to be repaired o
rebuilt as provided for herein, .. all proceeds
.. If the improvements are to be'
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.of insurance with respect to loss or damage shal
be deposited in a fund for redemption of'indebte
ness of Grantee in connection with the construct
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I. ' of said parking faci:lity improvements,
t
4. Enforcement of the conditions, restrictions,
reservations and covenants here'in provided may 1
by any legally available remedies. Such remedit
shall .include, but not be limited to, injunctiol
or specific perfomance.
5. .Thi.s grant is rnade o:n the express understanding
that the Lease con'stitutes valid'and binding .
obligations respectively on the part of Grantee
z& the T,esszz thcreir? nzmec?, IEC? shcr1il.d the
contrary be established at any time during the
term of the Lease pursuant to er,tYy of a fir,al
judgment of court of competent jurisdication, t
entry of such judgment shall constitute a condi
subsequent to the conveyance hereby made pursua
to which all right, title and interest in and t
the land conveyed hereby shall revert to and
revest in Grantor in. the same manner as if this
conveyance' had never' been made o
6. In the event that Grantee or its successors and
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, . assigns fail to perform and fulfill the convena
. conditions and restri.ctfons. set forth in Paragraphs 1
5 inclusive, for a period of ninety (90) days after mil ' '
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notice frcm Grantor or its succ~ssors or assign
Grantor or its successors or assigns shall have
right, at its election, in addition to and with
prejudice to any other remedies, immediately to
terminate the estat68 herein granted for conditi
broken by reentering the land conveyed hereby
pursuant to California Civir' Code Section 1109
or any successor sta.tute.
.
7. Each and all of the covenants, conditions and
restrictions herein set forth shall be deemed
and construed to be continuing, and the extinqu
ment of any right of! entry or reversion for any
breach shall not impair or. affect any of said
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% convenants, conditions or restrictions so far a
any future'or other breach is concerned, No wa
of breach of any of the covenants, conditlons 2
restrictions herein contained shall be construe
to be 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 bq
. .. . 3 .
, forfeiture or otherwise n be construed as a . . -.,.-- -
waiver of any other covenants, conditions or
restrictions:prcvided, howeverp that no such
breach shall defeat the lien'or encumbrance
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affecting the land conveyed hereby .and made in
good faith to secure indebtedness incurred in
improving said land for the uses and purposes
aforesaid o
8. The covenants, conditions and restrictions made
by Grantee hereunder are hereby expessed to be
for the benefit of the adjoining lots and are
made expressly by Grantee to bind its successors
and assigns in favor of' Grantor and the owners
of the adjoining lots Zind the respective succes-
sors and assigns of Grantor and said owners, and
are expressly intended to run with such land ana
E2cpl pG,rtiG,; L1^ - - - - z? *4IlC? CLJL .
9. in addition to all of t,he covenants, conditions,
0 restrictions and other provisions hereinabove set
forth, the conveyance contained herein frcm Granto
to Grantee is subject to the following additional
condition and right of reentry: concurrently with
the execution and delivery of this deed, Grantee h
executed and delivered a deed (herein referred to
the "Exchange Deed") conveying to Grantor Lot 14 o
Carisbad Tract 76-18, according to Map No.
filed in the office of the County Recorder of San
Diego County on B 1978 (herein refe
to as the "Exchange Land"). The Exchange Deed con
8/3/78 -12-
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a right of reentry in favor of Grantee (herein r
red to as the "Exchange Reentry Right"). In the
event that Grantee or its successors or assigns
exercise the Exchange Reentry Right 9 Grantor, or
successors or assign:;, shall have the right imme
to terminate the estate herein granted for concii
broken by reentering the land conveyed hereby pu
to California Civil Code Section 1109 or any sue
statute. In the event that the Exchange Land is
released from the Exchange Reentry Right, then t
land nereby conveyed shall be automatically rele
from the right of reentry contained in this para
9 without it being necessary for Grantee, or its
successors or assigns, to take any action to eff
e such release; provided, however 9 that the releas
the land hereby conveyed from the right of reent
contained in this paragraph 9 shall not in any w
affec? any of the other covenants, conditions, r
tion and other provisions of this grant deed. I
event the land hereby conveyed shall be released
the right of reentry contained in this paragraph
then for the purpose of corroborating such relea
Grantor, or its successors or assigns, shall ex€
and deliver in recordable form to Grantee, or it
0. 5/17/78 -13-
0 0 C' A .,
successors or assigns, an instrument in form satis
tory to Grantee, or ita successors or assigns, con
firming such release, which instrument shall recit
that, such release in no way affects any of the 0th
covenants, conditions, restrictions and other prov
sions contained in this grant deed. Without limit.
the generality of paragraph 8--above, the provision:
contained in this paragraph 9 shall be binding up01
and inure to the benefit of the respective success(
and assigns ~f Grantor and Grantee.
PLAZA CAMINO REAL, a limited pari
By: The May Stores Shopping Cenl Sisle Cr~~i~i-iil ?ai trier
0 BY
BY
GRANT05
51 17 178 -14- 0
.I 0 0 "
A MEN DME N ?'
TO THE PLAZA CAMINO REAL FUBLIC PARKING
LOT OPERATING ACREEMENT
THIS AMENDMENT to The Plaza Camino Real Public Parking Lot
Operating Agreement is made as of the day of
1977, by and between th.? CITY OF CARLSBAD, a municipal corporati
the State of California (T?Citylf), the PARKING AUTHORITY OF THE C
CARLSBAD, a body corporate and politic of the State of Californi
("Parkirig Authorityr1) , and TLAZA CAMI.NO REAL, a limited Lartners
organized under the laws of tvhe State of California (lfOperatorT1)
reference to the following facts and circumstances:
A. City: Parking Authority, and Operator are parties to Th
plsz~ rnrnqmn Qnnl Zt-kl;n D-rlr;nn 1 nt nnq*3+ifiG ~Ag~ee~A~~t, dztse
"UI.I*L1" *,.-uIL I U"**Y IU. ',&,,o -vv VYb' uu*.,
November 24, 1969 (the "Operatihg Agreement"), whereby City and
Parking Authority contracted for the operation by Operator of a
I
I certain parking lot leased to City by the Parking Authority purs
to a Lease Agreement dated August 21,, 1969 (the "Lease Agreement
B. City and Parking Authority have entered into an Amendme
to Lease Agreement, of even date herewitn, whereby a portion of
parking lot therein referred to as Exchange Parcel A will be re1
from the Lease Agreement and certain other property therein refe
to as Exchazge Parcel E will be ineltided within the properky czv
by the Lease Agreement upon the recordation of certain deeds, a's
therein described.
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EXHIBIT I?
i d
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C. City, Parking Authority, and Operator .desire that con(
rently with the release of Exchange Parcel A from the Lease Ag
ment and the inclusion of Exchange Parcel B within the propert
covered by the Lease Agreement, Exchange Parcel A shall be re1
frorn the Operating Agreement and Exchange Parcel B shall be in
within the property coverecl by the Operating Agreement.
D. Said Amendment to Lease Agreemen-t--also provides for t
inclusion of Exchange Parcel A within the property covered by
the Lease Agreement, upon reentry of' said parcel pursuant to th
right of reentry contailled in the deed of Exchange Parcel A to
Plaza Camino Real and for the release of Exchange Parcel B fro
the Lease Agreement upan reentry 01' said parcel pursuant to th
corresponding right or reentry col?t;ainea in the de26 GI^ ~xchan
Parcel B to th? Parking Authority.
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~ NOW, THEREFORE, the parties agree as follows:
1. Concurrently with the release of Exchange Parcel A fr
Lease Agreement and the inclusion of Exchange Parcel B within
Lease Agreement, p~~suant to the aforementioned Amendment t3 L
Agreement, Exchange Parcel A shall be released from the Operat
Agreement and Exchange Parcel B shall be covered by the Gperat
Agreement.
2. If Exchange Parcel B shall be released from the Lease
Agreement pursuant to the provisions thereof dealing with reer
then, in that event, automatically and without the necessity c
5/17/78 -2-
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further action by any person, Exchange Parcel B shall be rele:
from the Operating Agreemezt, If Exchange Parcel A shall be 1
withiri the property covered by the Lease Agreement pursuant tc
provisions thereof dealing with reen:, y, then, in that event,:
maticall y and without the necessity of any further action by i
person, Exchange Parcel A shal.l be covered by the Operating A€
3. Except as so 'amended, the Operating Agreement remain:
full force and effect.
IN WITNESS WHEREOF, Parking Authority and City have caust
Amendment to Lease Agreement to be executed and attested by tt
proper officers thereunto duly authorized, and their official
to be hereto affixed as of the date first above written.
CITY OF CARLSBAD
By- --- -
By___-..-.---- ___--
PARKING AIJTHORITY OF THE CITY
By-__-
By_---- --
PLAZA CAMINO REAL, a limited ]
By ---.---
B y _I_______________ __ I---
5/17/78 -3-
e 0 L'a - < 1-
- GUARANTY
THE MAY STORES SHOPPING CENTERS, INC., a Missouri corporatic
authorized to do business in the State of California, hereby guar
Plaza Camino Real's ("Developer") obligations under Paragraph LO
that certain Exchange Agreement and Escrow Instructions, dated
9 among Developer, the City of Carlsbad ("C:
and the Parking Authority of the City of CarLsbad ("Parking Auth;
.and further agrees to furnish security in favor of City and Park.
Authority guaranteeing the obligations set forth in said Agreeme]
to improve for parking purposes the land therein referred to as
Exchange Parcel B, as set forth therein. Said security to be a s
bond in the amount of $150,000.
Dated :
THE MAY STORES S€IOPPINC CENTERS, a Missouri corporation
By-
By-
7/24/78 EXHIBIT G
2.. a. W w
6
Covenants, Conditions, Restrictions Easements and Res er v a t, i o n s
1. The matters contained in an Agreement recorded April 21 1966, recorder's file No. 66916.
Reference is made LO said documc?tit for full particulars.
Said Agreement has been modified by an -Amendment thereto re
July 28, 1979, recorder's file No. 135915 and will be modified b Second Amendment thereto among Plaza Carnino Real, The May Depart Stores Company, May Properties, Inc., J.C. Tenney Company, Inc. Grove Apartments Investment Co.
2. An Agreement to which reference is hereby made for ful
Dated : : July 28, 1969
By an &tween: Plaza Camino Real, ii California limited par
part ic ul ar s :
-1 ailip, LIIC Kdy 3c?pa!mtciei>t S~G 28 CGGipZr-y7 2
York corporation, and J.C. Penney Company,
a Delaware corporation.
, Fiegard ing : Construction, operation and reciprocal ease
, I Reborded : July 28, 1369, recorder's file No. 135913
Covenants, conditions and restrictions, contained thereon l- been modified by an instrument recorded September 27, 1971, recc
file No. 220157 and October 26, 1976. recorder's file No. 76-354
3. All matters shown on the final map for Carlsbad Tract h CT 76-18.
. 8/3/78 EXHIBIT H
Y 7 4+
- GUAR A x! TY
THE MAY STORES SHOPPING CENTERS, INC., a Missouri corporatic
authorized to do business in the StaLe of California, hereby guai
Plaza Camino Real's ("Developer") obl.igations under Paragraph 10
that certain Exchange Agreement and Ekcrow Instructions, dated
, aii:ong Developer, the Ci5y of Carlsbad (lfC
rity of the City of Carlsbad ("Parking Auth
and further agrees to furnish securit,y in favor of City and Park
Authority guaranteeing the obiig>:tioris set forth in said Agreeme
to iniprove for parking purposes the land therein referred to as
Exchange Parcel B, as set forth therein. Said security to be a s
bond in the amount of $150,000.
Dated : W/J/ r nfl
7 /2 4 /7 8 -.
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The May Stores Shopping Centers, Inc.
A Subsidiary of
The May Department Stores Company
Mr. Vincent F. Biondo, Jr. City Attorney City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008
Re: Amendment to Lease Agreerr dated August 3, 1978 betw Parking Authority and. Cit - of Carlsbad
Dear Vince:
I believe the above document may have been missing Exhibits A and B. In case such exhibits are missing, enclosed herewith
are two copies each of Exhibits A ant3 B.
Sincerely,
ES SROPPING CENTEF
HLR: IC
Encl.
Executive Offices, 10738 West Pic0 Blvd., Suite 1, Los Angeles, California 90064 Tel. (213) 879-1850 475-3501