HomeMy WebLinkAboutPlaza Camino Real; 1978-08-15; Part 1 of 2, L
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FIRST AMENDMENT TO 6--PARTY AMENDED
AND RESTATED CONSTRUCTION, OPERATION AND
RECIPROCAL EASEMENT AGREEMENT
(PLAZA CAMINO REAL)
THIS FIRST AMENDMENT is made as of , 1985,
by PLAZA CAMINO REAL, a California limited partnership, of which
MAY CENTERS, INC., a Missouri corporation, is the sole general
partner, ("Developer"), THE MAY DEPARTMENT STORES COMPANY, a New
York corporation, ("May"), J.C. PENNEY COMPANY, INC., a Delaware
corporation ("Penney"), SEARS ROEBUCK AND CO., a New York
corporation ("Sears"), FEDERATED DEPARTMENT STORES, INC., a
Delaware corporation ("Federated"), and CARTER HAWLEY HALE
STORES, INC., a Delaware corporation, ("Carter") .
RECITALS
Developer, May, Penney, Sears, Federated and Carter entered
into a 6-Party Amended and Restated Construction, Operation and
Reciprocal Easement Agreement ("the REA") dated August 15, 1978,
. and recorded in the Office of the County Recorder of San Diego
County, California, on August 15, 1978, in Book 1978, as Instru-
ment No. 78-346427;
The Parties hereto desire to amend the REA. Accordingly,
in consideration of the mutual promises herein contained and
for other good and valuable consideration, the Parties agree
as follows:
1. Any term or word that is defined in the REA shall be
deemed to have the same meaning when it is used in this First
Amendment, except when the context expressly states otherwise.
2. Developer and Carter hereby represent that the con-
tingencies and conditions set forth in Section 27.18 of the
REA and that certain agreement known as Supplement to Provisions
of Section 27.18 of 6-Party REA (hereinafter referred to as
the "Supplement") k:ave been satisfied or are deemed to have
been satisfied. Developer has conveyed the Carter Tract to
Carter and Carter is presently the lessee of the Carter Tract
pursuant to a sale and leaseback of the Carter Tract in the
manner described in Section 1.3(2) of the REA. Section 27.18
of the REA and the Supplement shall have no further force or
effect.
3. Lot 29 of Carlsbad Tract No. 76-18 (Plaza Camino Real
Shopping Center) according to Map No. 8956 filed in the Office of
the County Recorder of the County of San Diego, State of California
on August 11, 1978, heretofore a part of the Shopping Center Site,
is hereby deleted from the Shopping Center Site and it is hereby
released from all the easements, covenants and conditions placed
thereon pursuant tothe REA.
4. The following paragraph is added to Section 2.2 of the
REA:
"(C) Additional agreements and documents relating to the
Public Parking
(1)
(2)
(3)
(4)
(5)
(6)
(7)
are:
Resolution No. 5499 of the Carlsbad City Council
August 3, 1978, approving Precise Plan PP24A.
Agreement dated November 8, 1978 between City of
Oceanside and City of Carlsbad for lease of Phase
II-O Public Parking Land by Oceanside to Carlsbad.
Agreement dated November 8, 1978, between City of
Oceanside and Developer for construction by Devel-
oper , conveyance to Oceanside and leasing to
Carlsbad of Phase II-O Public Parking.
Grant Deed by Developer to the Parking Authority
of Lot 26 of Carlsbad Tract 76-18, dated Novem-
ber 17, 1978.
Fifth Supplement to Agreement for Expansion of
Shopping Center among the City, the Parking
Authority and Developer, dated November 22, 1978.
Resolution No. 5676 of Carlsbad City Council,
February 6, 1979, approving Precise Plan PP24B.
Resolution No. 6212 of Carlsbad City Council,
June 17, 1980, approving Precise Plan PP24C.
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(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
Agreement between City of Oceanside and
Developer, dated , 1980, for re-
location of Buena Vista Channel and use of
former creek bed land for parking.
Oceanside Site Agreement, dated ,198O
between Developer and City of Oceanside, permitting
Oceanside to require Developer either to buy Ocean-
side Pump Station Site or to grant Oceanside access
thereto through the Shopping Center for commercial
uses thereof.
Letter agreement
Oceanside, dated
between Developer and City of
t 1980, regulating
Oceanside's access to Pump Station through the
Shopping Center.
Grant Deed by City of Oceanside to Developer,
dated December 18, 1980 of former creek bed land
in Oceanside.
Grant Deed by Developer to the Parking Authority,
dated December 11, 1980, of former creek bed, as
well as Developer's rights of access to Oceanside
Pump Station Site through Shopping Center Site.
Grant Deed by Developer to City of Oceanside,
December 31, 1980, of Phase II-O Public Parking
Land.
Grant Deed by Developer to Parking Authority,
dated December 31, 1980, of Lots 21 and 27 of
Carlsbad Tract 76-18.
Public Parking Lot Operating Agreement, dated
January 20, 1981, among City of Carlsbad, Parking
Authority and Developer for operation of Phase I
Public Parking and Phase II Public Parking.
Agreement dated January 20, 1981 among City of
Carlsbad, Parking Authority and Developer, for
operation of Phase II-O Public Parking under
Public Parking Operating Agreement.
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(17) Supplement to Public Parking Lot Operating
Agreement, dated January 20, 1981, among City of
Carlsbad, Parking Authority and Developer for
operation of former creek bed land in Oceanside
as Public Parking under Public Parking Operating
Agreement.
(18) Lease of Phase II-O Public Parking Land by City
of Oceanside to City of Carlsbad, dated
January 30, 1981.
5. Section 3.2(A) of the REA is hereby amended by changing
the Planned Floor Area on the Federated Tract from 140,900 square
feet to 125,000 square feet.
6. Section 11.3(D) of the REA is hereby amended by substi-
tuting in lieu of the first clause thereof, the following:
"Maintain at all times on the Shopping Center Site, Parking Areas
sufficient to provide at least 5.0 parking spaces per 1,000
square feet of Planned Floor Area of all Buildings on the
Shopping Center Site."
The remainder of Section 11.3(d), commencing on the last line of .
page 62, shall remain unchanged.
7. For the purposes of Section 18.3 of the REA, the Sears
Store Opening Date is October 24, 1979.
a. For the purposes of Section 18.4 of the REA, the
Federated Store Opening Date is October 2, 1980,
9. For the purposes of Section 18.5 of the REA, the Carter
Store Opening Date is October 20, 1979.
10. Section 22.1 of the REA is amended to change the
addresses for notices to the Parties, as follows:
If to Developer:
Plaza Camino Real c/o May Centers, Inc. 611 Olive Street St. Louis, MO 63101 Attention: Chairman
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with a copy to:
May Centers, Inc. 555 Mission Valley Center West San Diego, CA 92108 Attention: Regional Manager
If to May:
The May Department Stores Company 611 Olive Street St. Louis, MO 63101 Attention: Vice President, Real Estate
with a copy to:
May Company of California 6160 Laurel Canyon Blvd. North Hollywood, California 91606-3247 Attention: Chairman
If to Penney:
J.C. Penney Company, Inc. 1301 Avenue of the Americas New York, NY 10019 Attention: Real Estate Counsel
with a copy to:
J.C. Penney Company, Inc. P.O. Box 4015 Buena Park, CA 90624 Attention: Real Estate Counsel
If to Sears:
Sears Roebuck and Co. Sears Tower Chicago, IL 60684 Attention: Vice-President/Controller
with copies to:
Sears Roebuck and Co. 900 S. Fremont Avenue Alhambra, CA 91802 Attention: Territorial Facilities Planning Manager
and
Sears Roebuck and Co. 900 S. Fremont Avenue Alhambra, CA 91802 Attention: Territorial Real Estate Attorney
If to Federated:
Federated Department Stores, Inc. 7 West 7th Street Cincinnati, OH 45202 Attention: Senior Vice President, Real Estate
with copies to:
Federated Department Stores, Inc. 14000 Riverside Drive Sherman Oaks, CA 91423 Attention: Operating Vice President
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and
Bullock's 800 South Hope Street, 7th Floor Los Angeles, CA 90017 Attention: Chief Executive Officer
If to Carter:
Carter Hawley Hale Stores, Inc. 550 South Flower Street Los Angeles, CA 90071 Attention: Vice President, Real Estate-Legal
11. Article 28 of the REA is amended as follows:
(1) The following caption is inserted before the
original paragraph: "28.1 Acquisition of Parking Authority
Property".
(2) The following section is added to Article 28:
"28.2 Acquisition of Oceanside Property
(A) Developer has completed the arrangements for
the construction and operation of the Phase II-O Public Parking.
In connection therewith, Developer conveyed the Phase II-O Public
Parking Land to the City of Oceanside, by deed dated December 31,
1980, which reserved certain easements and other rights in the .
land for the benefit of the Shopping Center Site, as well as
the right in Developer or its successors or assigns to terminate
the estate of the grantee and to re-enter the land under California
Civil Code Section 1109 in the event that grantee failed to fulfil1
the covenants of the deed requiring the land to be dedicated per-.
petually to public use as a parking lot available to the public,
The City of Oceanside leased the Phase II-O Public Parking Land
to the City of Carlsbad under a lease dated January 30, 1981, for
a term of fifty years, from January 30, 1981 to January 29, 2031
(the "Oceanside Lease"). The terms of the Oceanside Lease grant
to the lessee City of Carlsbad an option to purchase the Phase
II-O Public Parking Land for One Dollar ($1.00) at any time on
condition that the lessee has paid the lessor the required rental
under the lease, i.e. $70,000.00 per year for the first ten years
plus $1.00 per year for the remaining forty years, totaling
$700,040, (subject to reduction in the event that any change in
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State law reduces sales tax revenue from Plaza Camino Real to
the lessee while providing for payment to lessor of a portion of
such revenue).
(B) By an agreement among the City of Carlsbad, The
Parking Authority and Developer, dated January 20, 1981,
Developer assumed all obligations of lessee under the Oceanside
Lease, except the payment of rent, and agreed to manage, operate
and maintain the Phase II-O Public Parking under the Public
Parking Operating Agreement.
(C) By a Memorandum of Option between the City of
Oceanside and Developer, dated November 8, 1978, the City of
Oceanside granted Developer the right to buy the Phase II-O
Public Parking Land on the same terms and conditions as those
prescribed in the Oceanside Lease, if the City of Carlsbad did
not exercise that option prior to expiration of the term of the
Oceanside Lease.
(D) Developer hereby covenants that, in the event
the City of Carlsbad does not exercise the lessee's option to
purchase, under the Oceanside Lease, prior to the expiration of .
its term, Developer will purchase the Phase II-O Public Parking
Land in accordance with the terms of the Memorandum of Option
described in paragraph (C) above, and will manage, operate and
maintain it as Parking Area in accordance with all relevant
provisions of this Agreement throughout the full term of this REA."
12. Exhibit A Part 1, Legal Description of Shopping Center
Site attached to the REA is hereby deleted and the new Exhibit A
Part 1, Legal Description of Shopping Center Site (Revised),
attached hereto is substituted in its place.
13. Exhibit A Part 3, Legal Description of Phase II Land
attached to the REA is hereby deleted and the new Exhibit A
Part 3, Legal Description of Phase II Land (Revised) attached
hereto is substituted in its place.
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14. Exhibit B Part 1, Legal Description of Portion of
Developer Tract Owned by Developer Alone, attached to the REA,
is hereby deleted and the new Exhibit B Part 1, Legal Description
of Portion of Developer Tract Owned by Developer Alone (Revised)
attached hereto is substituted in its place.
15. Exhibit B Part 3, Legal Description of Phase II Public
Parking Land, attached to the REA, is hereby deleted.and the new
Exhibit B Part 3, Legal Description of Phase II Public Parking
Land (Revised) attached hereto is substituted in its place.
16. Exhibit C Site Plan Sheets 1, 2 and 3, attached to the
REA are hereby deleted and the new Exhibit C Site Plan, Sheets
1 (Revised), 2 (Revised) and 3 (Revised) attached hereto are
substituted in their place. Developer represents that it
obtained all necessary approvals and permits from the City of
Carlsbad, the City of Oceanside and all other governmental
authorities which have jurisdiction in the matter (i) to
relocate the channel to the position shown on Exhibit C attached
hereto, and has completed such relocation in accordance with
such approvals and permits, and hereby indemnifies all other
Parties hereto against any and all damages, losses, costs and
expenses, (including attorneys' fees) arising from claims per-
taining to such permits, any failure of Developer to have complied
with the covenants of this paragraph 16 and the work of such
relocation; and (ii) to utilize the Public Parking Lands for
automobile parking as shown on Exhibit C attached hereto.
17. Exhibit G Part 2, Penney's Adjacent Parking, attached
to the REA, is hereby deleted and the new Exhibit G Part 2,
Penney's Adjacent Parking (Revised) attached hereto is substi-
tuted in its place.
ia. Exhibit G Part 5, Carter Adjacent Parking, attached to
the REA is hereby deleted and the new Exhibit G Part 5, Carter
Adjacent Parking (Revised) attached hereto is substituted in
its place.
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19. Exhibit J Part 2, Site Plan - Adjacent Parking Areas,
attached to the REA is hereby deleted and the new Exhibit J
Part 2, Site Plan-Adjacent Parking Areas (Revised) attached
hereto is substituted in its place.
20. The REA shall continue in full force in accordance
with its terms unmodified except as expressly set forth in this
First Amendment.
21. The identification and listing of the documents set forth
in Section 4 of this Agreement in no manner constitutes an approval
of or agreement to be bound by the terms of said documents by the
parties hereto.
IN WITNESS WHEREOF, each Party to the REA has caused its
duly authorized officers to sign and seal this First Amendment
as of the day and year first above written.
PLAZA CAMINO REAL A California Limited Partnership By: May Centers, Inc., a Missouri Corporation, General Partner
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ATTEST:
By: Assistant Secretary Vice President
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THE MAY DZPARTMENT STORES COMPANY
By: Vice President
ATTEST:
Assistant Secretary
J.C. PENNEY COMPANY, INC.
By: Vice President
ATTEST:
Assistant Secretary
SEARS ROEBUCK AND CO.
ATTEST:
FEDERATED DEPARTMENT STORES, INC. .
ATTEST:
Assistant Secretary
CARTER HAWLEY HALE STORES, INC.
ATTEST:
By: Territorial Facilities Planning Manager
By: Senior Vice President
By: Vice President
Assistant Secretary
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STATE OF 1 ss. COUNTY OF 1
On before me, the undersigned,
a Notary Public in and for said State, personally appeared known to me (or proved to me on the basis of satisfactory,evidence) to be the President, and known to me (or proved to me on the basis of satisfactory Evidence) to be the Secretary of the corporation that executed the within instrument and known to me to be the person(s) who executed the same on behalf of the corporation therein named and acknowledged to me that such corporation executed the within instrument pur- suant to its by-laws or a resolution of its board of directors.
Witness my hand and official seal
STATE OF
COUNTY OF
On a Notary Public
me on the basis President, and
1 ss.
1
before me, the undersigned, _ in and for said State, pAlrsonally appeared known to me (or proved to . of satisfactory';vidence) to be the
I known&o me (or proved to me on the basis of satisfactory evidence) to be the Secretary of the corporation that executed the within instrument 5 and known to me to be the person(s) who executed the same on behalf of the corporation therein named and acknowledged to me that such corporation executed the within instrument pur- suant to its by-laws or a resolution of its board of directors. ,
Witness my hand and official seal ,
STATE OF 1 ss.
COUNTY OF 1
On , before me, the undersigned
a Notary Public in and for said State, personally appeared known to me (or proved to me
on the basis of satisfactory evidence) to be the
President, and
known to me (or proved to me on the basis of satisfactory evidence) to be the Secretary of MAY CENTERS, INC. the corporation that executed the within instrument and known to me to be the persons who executed the within instrument on behalf of said corporation, said corporation being known to me to be one of the partners of PLAZA CmINO REAL a limited partnership, the partner- ship that executed the wi&in instrument, and acknowledged to me
that such corporation executed the same as such partner and that such partnership executed the same.
Witness my hand and official seal.
STATE OF 1 ss. COUNTY OF 1
On before me, the undersigned,
a Notary Public in and for said State, personally appeared known to me (or proved to me on tile basis of satisfactory,evidence) to be the President, and known to me (or proved
to me on the basis of satisfactory kvidence) to be the Secretary of the corporation that executed the within instrument and known to me to be the person(s) who executed the same on behalf of the corporation therein named and acknowledged to me that such corporation executed the within instrument pur- suant to its by-laws or a resolution of its board of directors.
Witness my hand and official seal
STATE OF ) ss. COUNTY OF 1
On before me, the undersigned, a Notary Public in and for said State, pe+rsonally appeared ,
known to me (or proved to - me on the basis of satisfactory ividence) to be the President, and known&o me (or proved to me on the basis of satisfactory'evidence) to be the Secretary of
c the corporation that executed the within instrument and known to me to be the person(s) who executed the same on
behalf of the corporation therein named and acknowledged to
me that such corporation executed the within instrument pur- suant to its by-laws or a resolution of its board of directors. ,
Witness my hand and official seal
STATE OF 1
SS. COUNTY OF 1
011 before me, the undersigned, a Notary Public in and for said State, personally appeared
known to me (or proved to me on the basis of satisfactory Avidcnce) to be the President, and known to me (or proved to me on the basis of satisfactory,evidence) to be the Secretary of the corporation that executed the wiLltin instrument and known to me to be tllc person(s) who executed Lllc same on
bcl~alf of tile corporation therein named and acknowledged to
me that such corporation executed the witllin instrument pur- suant to its by-laws or a resolution of its board of directors.
Witness my lland and official seal
c .’
Exhibit A, Part 1 Leaal DescriDtion of Shonnina Center Site
(Revised)
The following land in the City of Carlsbad, County of San Diego, State of California:
Lots 1 through 28 inclusive, of Carlsbad Tract No. CT-7618 (Plaza Camino Real Shopping Center) according to Map No. 8956 filed in the Office of the County Recorder of said County on August 11, 1978.
and
The following lands in the City.of Oceanside, County of San Diego, State of California:
Two parcels of land situated in the City of Oceanside, County of San Diego, State of California, being portions of the northeast quarter of Section 31, Township 11 south, Range 4 west described as follows:
Beginning at the southeast corner of the north half of the northeast quarter of Section 31; thence along the south line of said north half, north 89O42'19"west, 325.70 feet to the true point of beginning; thence north 89O42'19" west, 1150.70 feet; thence leaving said south line, north 46'36'53" east, 143.87 feet; thence north, 312.85 feet; thence north 88OO0'18' east, 543.32 feet; thence north 89"41'28" east, 500.04 feet; thence south O"24'11" east, 439.22 feet to the true point of beginning.
and
Beginning at the southeast corner of the north half of the northeast-quarter of Section 31, Township 11 south, Range 4 we.st per Carlsbad Tract No. 76-18; thence north 69°30'OO' east, 252.00 feet, along the northerly line of Carlsbad Tract No. 76-18; thence leaving said north- . erly line north 71"38'56" west, 70.14 feet to a line parallel with and distant northwesterly 44.00 feet measured at right angles from that certain course here- inbefore described as having a bearing and a distance of "north 69°30'OO" east, 252.00 feet"; thence south 69°30'OO" west, 313.24 feet to a point in the northerly line of said Carlsbad Tract No. 76-18; thence south 89O42'19" east, 123.94 feet along said northerly line to the truepoint of beginning.
EXHIBIT A, PART 1
REVISED JANUARY 8, 1985
.
Exhibit A - Part 3 Legal Description of Phase II Land
(Revised)
The following land in the City Diego, State of California:
Lots 14 and 15 and Lots.
of Carlsbad, County of San
17 through 19, inclusive, Lot 21 and Lots 23 through 28 inclusive, of Carlsbad Tract No. CT-7618 (Plaza Camino Real Shopping Center) according to Map No. 8956 filed in the Office of the County Recorder of said County on August 11, 1978.
and
The following lands in the City of Oceanside, County of San Diego, State of California:
Two parcels 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 the north half of the northeast quarter of Section 31; thence along the south line of said north half, north 89O42'19" west, 325.70 feet to the true point of beginning; thence north 89O42'19" west, 1150.70 feet; thence leaving said south line, north 46O36'53" east, 143.87 feet; thence north, 312.85 feet; thence north 88OO0'18" east, 543.32 feet; thence north 89O41'28" east, 500.04 feet; thence south O"24'11" east, 439.22 feet to the true point of beginning.
and
Beginning at the southeast corner of the north half of the northeast quarter of Section 31, Township 11 south, Range 4 west per Carlsbad Tract No. 76-18; thence north 69°30'OO" east, 252.00 feet, along the northerly line of Carlsbad Tract No. 76-18; thence leaving said north- erly line north 71'38'56" west, 70.14 feet to a line parallel with and distant northwesterly 44.00 feet measured at right angles from that certain course here- inbefore described as having a bearing and a distance of "north 69°30'OO" east, 252.00 feet"; thence south 69°30'OO" west, 313.24 feet to a point in the northerly line of said Carlsbad Tract No. 76-18; then,ce south 89O42'19" east, 123.94 feet along said northerly line to the true point of beginning.
EXHIBIT A, PART 3
REVISED DECEMBER 11, 1984
Exhibit B - Part 1
Legal Description of Portion of
Developer Tract Owned by Developer Alone
(Revised)
The following land in the City of Carlsbad, County of San Diego, State of California:
Lots 2 through 6, inclusive, and Lots 13,17,23, and 28 of Carlsbad Tract No. CT-7618 (Plaza Camino Real Shopping Center) according to Map No. 8956 filed in the Office of the County Recorder of said County on August 11, 1978.
EXHIBIT B - PART 1
Exhibit B - Part 3 Legal Description of Phase II Public Parking Land
(Revised)
The following land in the City of Carlsbad, County of San Dieqo, State of California:
Lots 21 and 27 of Carlsbad Tract No. CT-7618 (Plaza Camino Real Shopping Center) according to Map No. 8956 filed in the Office of the County Recorder of said County on August 11, 1978,
and
The following land 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 the north half of the northeast quarter of Section 31, Township 11 south, Range 4 west per Carlsbad Tract No. 76-18; thence north 69°30'OO" east, 252.00 feet, along the northerly line of Carlsbad Tract No. 76-18; thence leaving said north- erly line north 71O38'56" west, 70.14 feet to a line parallel with and distant northwesterly 44.00 feet - measured at right angles from that certain course here- inbefore described as having a bearing and a distance of "north 69°30'OO" east, 252.00 feet"; thence south 69°30'OO" west, 313.24 feet to a point in the northerly line 'of said Carlsbad Tract No. 76-18; thence south 89O42'19" east, 123.94 feet along said northerly line to the true point of beginning. .
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EXHTUTT C, PART 2
PENNEY ‘S A1’1.lACJ:N’l- TARKTNC (Rt~vised)
A PARCEL OF T,AND SITUATE IN THE CITY OF CARLSHAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING A PORTION OF SECTION
31, TOWNSHIP 11 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERlDIAN ACCORDING TO OFFICIAL PLAT TlllZREOF, BEING MORE PARTI.cULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF TIIE NORTH HALF OF THE
NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 11 SOUTH, RANGE 4
WEST; THENCE ATAONG THE SOUTH LINE OF SAID NORTH HALF
NORTH 89"42'19" WEST, 370.70 FEET; THENCE SnTll'~l r)o"t7'41" WEST, 130.00 FEET; TIIENCE NORTH 83"52'33" EAST, 233.98 FEET TO THE TRUE POINT OF BEGINNLNG;,THENCE NORTH 83O52'33" EAST, - - - 32.651,FEET; THENCE NORTH 64"43'20" EAST, 126.43 FEET; THENCE NORTH 54"22'20" EAST, 71.71 FEET; THENCE NORTH 74"16'29" EAST, 610.77 FEET; THENCE NORTH 09'59'17" WEST, 31.89 FEET; THENCE NORTH 74"30'00' EAST, 73.88 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 95.00 FEET,
SAID POINT BEING THE WESTERLY RIGHT OF WAY LINE OF HAYMAR
DRIVE; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROIJGH A CENTRAL ANGLE OF 70"30'00" A DISTANCE OF 116.89 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS 50.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 58°00'OO" A DISTANCE OF 50.62 FEET; THENCE SOUTH 14"00'00' EAST, 80.00 FEET; THENCE NORTH 73"59'44' EAST, 187.29 FEET; THENCE SOUTH 02"30'00" EAST, 70.00 FEET; THENCE NORTH 87"30'00' EAST, 25.00 FEET; THENCE SOUTH 02“30'00" EAST, 99.00 FEET; THENCE SOUTH 51'49'09" WEST, 210.69 FEET; T'IENCE SOUTH 70°00'00' WEST, 260.00 FEET; THENCE NORTH 87"30'00" WEST, 140.00 FEET; THENCE NORTH 80'57'51" WEST, 146.99 FEET; THENCE SOUTH oo"00'00" WEST, 50.00 FEET; THENCE NORTH 20°00'00" WEST, 21.72 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE NORTH- WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE of 70°00'00" A DISTANCE OF 12.22 FEET; THENCE NORTH 9O"OO'OO" WEST, 185.24 FEET; THENCE NORTH 60°00'OO' WEST, 90.00 FEET; THENCE NORTH 90°00'00' WEST 140.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS 0~ 10.00 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 90'00'00" A DISTANCE OF 15.71 FEET; THENCE SOUTH OO"OO'OO' WEST, 13.67 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWEST- ERLY ALONG S&ID CURVE THROUGH A CENTRAL ANGLE OF 90"00'00" A DISTANCE OF 39.27 FEET; THENCE NORTH 9-0"00'00' WEST, 2.38 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'OO" A DISTANCE OF 15.71 FEET: THENCE NORTH 00" EAST. 211.68 FEET TO THE TRUE POINT OF BEGINNING. - and A PARCEL OF LAND SITUATE IN THE CITIES OF CARTASBAD AND OCEANSIDE,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING A PORTION OF SECTION
31, TOWNSHIP 11 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN
ACCORDING TO OFFICIAL PLAT THEREOF, BEING MORE PARTICULARLY DES- CRIBED AS FOT,LOWS:
BEGINNING AT THE SOUTHE.?"T CORNER OF THE NORTH HALF OF THE NORTH- EAST QUARTER OF SECTION 31, TOWNSHIP ll SOUTJI, RANGE 4 WEST: THENCE ALONG THE SOUTH L-INK OF SAID NORTH HALF NORTH 89"42'19' WEST. 123.94 FEET TO THE TRUE POINT 0F BEGTNNING; TIIENcE CONTTNUING ALONC TAb: SOUTH LINE OF SAID NORT;! HALF NORT!I 89'42' 19" IJEST 41. 76
FEET;THENCE SOUTH 106.88 FEET; THENCE NORTH 83"52'33' EAST 27.13 FEET; THENCE NORTH 83'52'33" EAST 32.65 FEET; THENCE NOKTH 64"43 '20" EAST 126.43 FEET; THENCE NORTIJ 54"22'20" EAST 71.71 FEET; THENCE NORTH 74"16'29" EAST 610.77 FEET; TlTENCE NORTH 9"59'17" WEST 31.89 FEET; THENCE SOUTH 74'30'00" WEST 65.00 FEET; THENCE NORTH 15°19'26" WEST 40.85 FEET; THENCE SOUTH 69"30'06" WEST 362.19 FEET; THENCE NORTH 71"38'56' WEST 70.14 FEET; THENCE SOUTH 69"3O'OO" WEST 317.24 FEET TO THE TRUE POINT OF BEGINNING.
KXll TIS 1-T C , PART 2
(KcvJ :;cd)
COfISRtJT AND SUTJORDTNA’I’XOrJ
Tllc undersigned fee owners and lessors and beneficiaries of deeds of trust of portions oE Plaza Camino Real Shopping Ccntcr hcrcby consent to the foregoing First Amendment to the REA and confirm that their rcspcctive interests as sucll owners and lessors and bcncEic.iarics remain subject and subordinate to the REA as so amended. *
PLAZA CAMINO REAL, as fee owner and lessor of the Sears Tract,and as part fee owner and lessor of Non-Mall Building Site I, Dated: By: May Canters, Inc.
Attest: . By:
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, as beneficiary of a deed of trust of the Developer Tract and assignee of the lessor's interest ' in the lease of the Sears Tract,
Dated: By: Vice-President Attest: Assistant Secretary '(
THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, as fee owner and lessor of portions of the Developer Tract.
Dated: By:
Attest:
THE CITY OF CARLSBAD, as lessee of portions of the Developer Tract
Dated: By:
Attest:
THE MAY DEPARTMENT.STORES COMPANY, as part fee owner and lessor of Non-Mall Building Site I,
Dated: By: Vice-President
Attest: Assistant Secretary
- .
CONSENT AND SUBORDINATION
The undersigned fee owners and lessors and beneficiaries of deeds of trust of portions of Plaza Camino Real Shopping Center \ hereby consent to the foregoing First Amendment to the REA and confirm that their respective interests as such owners and lessors and benefi- ciaries remain subject and subordinate to the REA'as so amended.
MAY PROPERTIES, INC., as fee owner and lessor of the May Tract,
Dated:
Attest:
By: Vice President
Assistant Secretary
METROPOLITAN LIFE INSURANCE COMPANY, as beneficiary of a deed of trust of the May Tract and assignee of lessor's interest in the lease of the May Tract;
Dated: By:
Attest: Assistant Secretary
NEW MARJORAM ASSOCIATES, a New York and lessor of the Penney Tract, general partnership, as fee owner
Dated: Bv:
Attest: Partner
Vice President
Partner
CORPORATE PROPERTY INVESTORS, a Massachusetts Business Trust, as lessee and sublessor of the Penney Tract, which hereby consents to the g-Party Amended and Restated Construction, Operation and Reciprocal Easement Agreement dated August 15, 1978, as well as to the foregoing First Amendment thereof,
Dated: By:
Attest:
STATE OF CALIFORNIA PUBLIC EMPLOYEES'RETIREMENT SYSTEM, as beneficiary of a deed of trust of the Penney Tract and assignee of lessor's interest in the lease of the Penney Tract,
Dated:
Attest:
By: President
Secretary
AMBOY ASSOCIATES, a Connecticut limited partnership, as fee owner and lessor of the Carter Tract,
Dated:
Witness:
By: General Partner '
STATE OF CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM, as beneficiary of a deed of trust of the Carter Tract, assignee of lessor's interest in the lease of the Carter Tract, and owner of a future interest in fee title of the Carter Tract,
Dated:
Attest:
By: President
Secretary
“ILFORO w. OA”L’ G4S”IN I SYALLENc.C~GC~-
-I*MEs R. MOORE. H. I.. ,HIRCI YCCORLIIC*- WILLIAM R. q ICL.
WILLIAM .I C*PL*N
MICH(*CL 7. HORN** ,ANICE L. CELOITI
PCOLIP 0. KOHN
,OCL 0 HUPCRBLRO WILU4l.4 v. SCH”,OT
RUTAN & TUCKER
.l”OIT” woODvJ*RD ATTORNEYS AT LAW Y TON@ PERCI” WILLI*” v YINOER * PARTNERSHIP INCLUOINO PROFE5SlONAL CORPORATIONS MAR” H GI)ECN I(*r*m”N L TOI)1N CENTRL\L SANK fQWEd’< SUITE 1400 EVRIOIRI ,“lCI,, OALLIS STEVEN *. NICI(OLS SOUTH COAST PLAZA TOWN CENTER TYOMAS 0. B~OC”,t4GTON NAURICC 5ANCCICZ 611 ANTON BOULEVARD RACIOALL H OAe.c.“SY RINDl L. R1LLEN POST OFFICE BOX 1950
OAVIO I.4 q OC*NER
MIRl e rn.21EL1 I COSTA MESA, CALIFORNIA 926264950 K*DIN T KROOIUS
E January 20, 1986
H IATHE NE .JCN N DAWN c * NEIWC SELHA J H N
11
,ANET L H. ACHL N OAVIO A. THO SON C*ROL J FLlN SCOTT R PlNLO l.lEl.EN A ROBIC v ” OEBORAC1 * THOR OIRCI., EDGE ,OHN c. GASTELU” R,tY*F)O 0. HONrE”lOEO **RCN L. BUSH q AVID q COSGRO”L
RECE’VEo JAN 2 1 tsss
?.l*FI* SHIT* FLYNN
,OHN H. WRA”
C*eOLE STEVLNS
LEL M sI~AtJ*
OANIL I SPENCC
Llln” H. FOFIBATY
LOR, *ARNL* 5Yll”
.J*t.lc* p. FlNLF)TI
TELEPHONE 171-l) 641-5100
1213) 625-7586
TELECOPIER 17141 546-9035
TELEX 910 596-1883
Cs,BLE AODRESS RtJT*N T”C CS”*
IN RCPL” PLEASE REFER TO
Solomon Fisher, Esq. MAY CENTERS, INC. 10738 West Pica Blvd. Los Angeles, CA 90064
Re: First Amendment to 6-Party Amended and Restated Construction, Operation and Reciprocal Easement Agreement - Plaza Camino Real (which Amendment will delete Lot 29 from the Plaza Camino Real Shopping Center and deal with certain other matters)
Dear Sol:
I spoke with Mr. Vincent F. Biondo, Jr., the attorney for the City of Carlsbad and for the Parking Authority of The City of Carlsbad regarding his request that the list of documents in Paragraph 4 of the above-referenced First Amendment be supplemented to reference the City of Carlsbad Resolution No. 7711 (Approving With Conditions A Revision To Precise Plan (PP-24D) Deleting Lot 29). This Resolution deleted Lot 29 from the real property covered by Precise Plan 24(D). The proposed First Amendment conforms the REA to this Precise Plan Amendment by deleting Lot 29 from the real property encumbered by the REA.
i
RIJTAN & TUCKER
ATTORNEYS AT LAW
* PAITNCIR”IC I*CL”D,IIG PRorLssIOlllL COImII*nOHs
Solomon Fisher, Esq. January 20, 1986 Page 2
_ _.
I explained to Mr. Biondo our position that since the subject amendment to the Precise Plan did not affect the Public Parking areas of the Plaza Camino Real Shopping Center, it was not necessary to list Resolution No. 7111 in Paragraph 4. Mr. Biondo agreed, but asked that the parties to the proposed First Amendment and the parties consenting to the proposed First Amendment, be notified by letter that the consents of the City and the Parking Authority to the proposed First Amendment do not in any way suggest that Resolution No. 7111 is not in full force and effect.
As indicated below, I am delivering copies of this letter, together with copies of Resolution No. 7111 to the parties to the proposed First Amendment and the parties consenting to the proposed First Amendment in order to satisfy Mr. Biondo's requirement.
Please let me know if you have any questions.
Very truly yours,
Richard P. Sims
RPS:bm
cc w/enc: William W. Hughes, Jr. Mr. Jack Egbert Michael Wick, Esq. John Bartman The City of Carlsbad Mr. Ken Hardie New Marjoram Associates Amboy Associates Lewis Pollard, Esq. Mr. Larry Sidwell Sheldon Halpern, Esq. Carol Fasano, Esq. Corporate Property Investors Jeremy Wisot, Esq. John V. Faltermeier, Esq. Mr. Thomas W. Rowe Metropolitan Life Insurance Company State of California Public Employees John Hancock Mutual Life Insurance Co. The Parking Authority of the City
1
, ,’ II
-
RESOLUTION NO. 7111
WHEREAS, the agreement between the.applicant and the City
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF' CARLSBAD, CALIFORNIA-/APPROVING WJTH CONDITIONS '
3 A REVISION TO PRECISE PLAN (PP-24(D)) DELETING LOT 29.
4 APPLICANT: HUGHES INVESTMENTS
.5
6 of Carlsbad, which provides for the expansion of the Plaza Camino
7 Real Shopping Center, requires that the details of that expansion
8 be submitted to the City Council for approval in the form of a
9 Precise Plan; and .
10 WHEREAS, the City Council, on August 2, 1977, by the
11 adoption of Resolution No. 5166, approved Precise Plan (PP-24) for
12 the Plaza Camino Real expansion; and
1
13 WHEREAS, .on August 1, 1978, the City Council, by adoption
14 of Resolution No. 5499, approved an Alternate Precise Plan (PP-
15 24(A)) to provide for the contingency that the expansion of the
16 center would include a third major department store; and
17 WHEREASI on February 6, 1979, the City Council, by
18 adoption of Resolution no. 5676, approved a revised Alternate
19 Precise Plan (PP-24(B)) for relocation of the flood control
channel; and . .
WHEREAS, on December 8, 1982, the Carlsbad Planning
20 . . .
21
22 Commission adopted Resolution No. 1637 recommending to the City
23 Council that Precise Plan, PP-24(D), be approved: and
24 WHEREAS, the applicant has asked for a revision to that
25
26
27
28
plan; and
WHEREAS, the City Council, of the City of Carlsbad, held a .,
public hearing on June .21, 1983, to consider the recommendations
of the Planning Commission and to receive all recommendations
. 1 . -
-.
1 and hear all persons interested in or opposed to said amendment;
2 and ,' -.. __-
3 WHEREAS, said Precise Plan (PP-24(D)) has been declared to
4 have a nonsignificant impact on the environment and a Negative '
5 Declaration has been prepared and filed in compliance with the
6
7
requirements of the City of Carlsbad Environmental Protection
Ordinance of 1972;
8 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the
9 . . City of Carlsbad as follows:
10 1) That the above recitations are true and correct.
11 . 2) That the findings of the Planning Commission in Resolution-No.
12 2058 constitute the findings of the.City Council in this matter.
13 That the amendment to the Plaza Camino Real Precise .Plan
14 (PP-24(D)) is hereby approved subject to all applicable
15 requirements of the Carlsbad Municipal Code and to the satisfaction
16
17
18
19
20
21
22
23
24
25
26
27
28
/Iv/
//// .
(/I/
//I/
//I/ -29 .
I 3 -
of the following condition: .
1) An amendment to Precise Plan, PP-24(D), is granted as shown on Exhibit A, dated December 8, 1982, incorporated by reference and on file in the Land Use Planning Office.
////
//iv .
////
//// . -
////
1
2
3
4
5
6
7
8
9
10
11
- 12
13
14
15
* 16
17
U
19
20
2i
22
23
24
25
26
-27
28 a
PASSED, APPROVED AND ADOPTED at a regular meeting of the
City Council of the City ofpCqlsbad, California, held on the 2ht *.-_..
day of J- I 1983, by the following vote, to wit:
AYES: CouncilMembers Casler,Lewis,Kulchjn,ChickarrIPrescott
ATTEST:
ABSENT: None
.
dkiBL/ ALETHA L. RAUTliN
.
(SEAL).
. .
-3- .
EXHIBIT A
DECEIBER 8, 1982
. -
I f3cl5T*
plAlsr~f3u=. l
c-2 -. __ ,.cJ m&.m ChwNo WA - PA=+ 5 -
. l PP.24 -
Ldf, 29 PELETED FROM PP-24
APPLICANT HUGHES IIUV,. . .
l . c&SE MO. ZC 266&P 24(D))SP-787
I .
1200 ELM AVENUE
CARLSBAD, CA 92008-1989
Office of the City CIerh
February 7, 1986
Mr. Solomon Fisher, Counsel
May Centers, Inc.
10738 West Pica Blvd.
Los Angeles, CA 90064
Re: First Amendment of REA
Plaza Camino Real Shopping Center
Carlsbad and Oceanside, California
Enclosed herewith are twenty-four Consent and Subordination pages executed by the City of Carlsbad and the Parking Authority of the City of Carlsbad.
Please note they are not the form you sent, but rather the agreed- upon form, per our City Attorney.
LEE RAUTENRRANZ
City Clerk
TELEPHONE
(819) 438-5535
LR:kk
Encs.
. . . .
CONSENT AND SUBORDINATION
THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, as fee owner and lessor,
and THE CITY OF CARLSBAD, as lessee, of portions of the Developer Tract in the Plaza Camino Real Shopping Center hereby consents to the foregoing First Amendment to the REA and confirms that their respective interests as such owner, lessor and lessee remain subject and subordinate to the REA as so amended; provided that the
undersigned do not hereby consent to, authorize or approve the use of that certain access described below by the owner of the property adjacent to the Plaza Camino Real Shopping Center or by any other person for ingress and/or egress to and from the Plaza Camino Real Shopping Center unless and until the undersigned specifically approves such use in a written instrument recorded in Official Records, San Diego County, California and the undersigned hereby reserves the right, in their'sole
and absolute discretion, to withhold such approval and to prohibit such use. The
subject access is the access designated "curb cut 36" on the new Exhibit "J" Part 2
Site Plan-Adjacent Parking Areas (Revised) and on the new Site Plan Upper-Level sheet 2 Exhibit "C", attached to the foregoing First Amendment to the REA, situated adjacent to and northeasterly of the intersection of the westerly boundary of the
Plaza Camino Real Shopping Center and the boundary line between the City of Oceanside
and the City of Carlsbad.
THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, as fee owner and lessor of portions of the Developer Tract.
Dated: XL,3 /4/z
Attest:
THE CITY OF CARLSBAD, as lessee of portions of the Developer Tract
Dated: 6 /Vd
Attest: & By:
APPROVED AS TO FORM:
VINCENT F. BIONDO, Jr. City Attorney U'
-
CONSENT AND SUBORDINATION
THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, as fee owner and lessor,
and THE CITY OF CARLSBAD, as lessee, of portions of the Developer Tract in the
Plaza Camino Real Shopping Center hereby consents to the foregoing First Amendment to the REA and confirms that their respective interests as such owner, lessor and lessee remain subject and subordinate to the REA as so amended; provided that the undersigned do not hereby consent to, authorize or approve the use of that certain
access described below by the owner of the property adjacent to the Plaza Camino Real Shopping Center or by any other person for ingress and/or egress to and from the Plaza Camino Real Shopping Center unless and until the undersigned specifically
approves such use in a written instrument recorded in Official Records, San Diego County, California and the undersigned hereby reserves the right, in their sole
and absolute discretion, to withhold such approval and to prohibit such use. The
subject access is the access designated "curb cut 36" on the new Exhibit "J" Part 2
Site Plan-Adjacent Parking Areas (Revised) and on the new Site Plan Upper-Level sheet 2 Exhibit "C", attached to the foregoing First Amendment to the REA, situated
adjacent to and northeasterly of the intersection of the westerly boundary of the
Plaza Camino Real Shopping Center and the boundary line between the City of Oceanside
and the City of Carlsbad.
THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, as fee owner and lessor of
portions of the Developer Tract.
Dated:
Attest: By:
THE CITY OF CARLSBAD, as lessee of portions of the Developer Tract
Dated:
Attest:
APPROVED AS TO FORM: A
VINCENT F. BIONDO, Jr. City Attorney V
II I I MayCenters
h
January 22, 1986
The Parking Authority of the City of Carlsbad The City of Carlsbad John Hancock Mutual Life Insurance Company: New Marjoram Associates Corporate Property Investors Metropolitan Life Insurance Company State of California Public Employees Retirement System Amboy Associates
Re: First Amendment of REA Plaza Camino Real Shopping Center Carlsbad and Oceanside, California
Gentlemen:
I enclose to each of you a signature copy of the First Amendment of the REA for Plaza Camino Real, re-typed to incorporate the changes indicated in the copy I sent you on November 21, 1985. All RLA parties have accepted this revision. I have simultaneously sent copies to the REA parties and their counsel and asked them to have them signed and returned to me.
I also enclose-to each of you twenty-four copies of your respective signature pages and ask you to sign and return them to me.
When all signatures have been received, I will have one complete set recorded and will send you each one set of all signatures, together with the recorded data.
Very truly yours,
Solomon Fisher, Counsel
oz:SF
cc: John V. Faltermeier Carol Fielding Fasano Sheldon Halpern David P. Warren Jeremy V. Wisot
Encls.
Y
MayCenters. Inc. 10736 West Pica Boulevard Los Angeles, Caltfornia 90064 (2 131475-3501
1111 I I MayCenters
January 22, 1986
John V. Faltermeier, Esq. Carol Fielding Fasano, Esq. Sheldon Halpern, Esq. David P. Warren, Esq. Jeremy V. Wisot, Esq.
Re: Plaza Camino Real Shopping Center Carlsbad and Oceanside, California
Carol and Gentlemen:
I enclose to each of.you two copies of the First Amendment '~,\r the RHA for Plaza Camino Real, re-typed as indicated in the form submitted to you on November 21, 1985. I am simultaneously sending a copy to each of the principals, fee owners, lessors and beneficiaries of deeds of trust listed below.
I also enclose to each of you twenty-four copies of your principal's signature page, and am also sending each of their fee owners, lessors and beneficiaries twenty-four copies of their respective signature pages.
Please review these at your early convenience and, if you find it in order please have all signature pages signed and acknowledged by your respective principals and returned to me as soon as possible. I am simultaneously asking the fee owners, lessors and beneficiaries also to sign their respective consents and return them to me.
When I have received all signatures, I will record one complete set and send each of you two sets of signature pages, with the recordinu data.
'Counsel
SF:oz
Lewis Pollard Larry Sidwell Ken Hardie Thomas Rowe Michael Wick Alan E. Charlson Jack Egbert
Encls.
Parking Authority of the City of Carlsbad The City of Carlsbad John Hancock Mutual Life Ins. Co. New Marjoram Associates Corporate Property Investors Metropolitan Life Insurance Co. State of California Public Employees Retirement System Amboy Associates
MayCenters, Inc. 10738 West PICO Boulevard Los Angeles. California 90064 (213)475-3501