HomeMy WebLinkAboutPlaza Camino Real; 1981-01-20;ESTOPPEL LETTER
Nov-cmk?e\'Z 4 , 2o1s
To: Plaza Camino Real
(together with its successors and assigns)
c/o Westfield, LLC
2049 Century Park East, 41st Floor
Los Angeles, CA 90067
Attention: Real Estate Counsel
RPI Carlsbad, L.P., and
ROUSE PROPERTIES L.P.
(together with their successors and assigns)
c/o Rouse Properties, Inc.
1114 A venue of the America, Suite 2800
New York, New York 10036-7703
Attention: Susan Elman
Re: The shopping center located in Carlsbad, CA and commonly known as "Westfield
Carlsbad" (the "Shopping Center")
Gentlemen:
The undersigned is a party to that certain PUBLIC PARKING LOT OPERATING
AGREEMENT, dated January 20, 1981 by and among the City of Carlsbad ("City"), the
Parking Authority of the City of Carlsbad ("Parking Authority") and Plaza Camino
Real, a California limited partnership ("Operator"), as supplemented by an
AGREEMENT REGARDING MANAGEMENT, OPERATION AND MAINTENANCE
of Plaza Camino Real Shopping Center Parking Area in Oceanside, dated January 20,
1981, among City, Parking Authority and Operator, and by SUPPLEMENT TO THE
PLAZA CAMINO REAL PUBLIC PARKING LOT AGREEMENT, dated January 20,
1981, among City, Parking Authority and Operator (collectively, the "Operating
Agreement"). On September 10, 1996, the Carlsbad City Council adopted Resolution
No. 96-294 dissolving the Parking Authority. The undersigned subsequently succeeded
to all rights and obligations of the Parking Authority under the Operating Agreement.
The undersigned hereby states, declares, represents and certifies to the
addressee(s) of this Estoppel Letter, as of the date hereof, as follows:
1. The undersigned does hereby certify that it is a party to the Operating
Agreement pertaining to the Shopping Center.
ACTIVE 209918910 Parking Operating Agreement Estoppel
2. The Operating Agreement has not been supplemented, modified, assigned or
amended, and is in full force and effect.
3. The term of the Operating Agreement commenced on January 20, 1981 and
expires on December 28, 2030.
4. To the best of the undersigned's knowledge and belief, no default exists under
the Operating Agreement which default has not been cured, and there are no
circumstances that with the passage of time or giving of notice, or both, would
constitute a default by any party thereto in the performance of any of the
terms, conditions and/or covenants under the Operating Agreement.
5. The parking lots at the Shopping Center subject to the Operating Agreement
are described in (1) that certain Lease Agreement between the City and the
Parking Authority, dated August 21, 1969, (2) that certain Lease Agreement
between the City and the Parking Authority, dated December 29, 1980, and
(3) that certain Agreement Regarding Management, Operation and
Maintenance of Plaza Camino Real Shopping Center Parking Area in
Oceanside, dated January 20, 1981, by and among the City, the Parking
Authority and Operator.
This Estoppel Letter may be relied upon by Operator, any assignee of Operator's interest
in the Operating Agreement, and Operator's and/or such assignee's lender.
The parties hereto, including any reliance party, agree to accept a digital image of this
Estoppel Letter, as transmitted via facsimile, email or other electronic means, as
executed, as a true and correct original and admissible as best evidence for the execution
and delivery of same by the undersigned.
[signatures follow]
ACTIVE 209918910 Parking Operating Agreement Estoppel
IN WITNESS WHEREOF, the City has executed this Estoppel Letter as of the
date first above written.
CITY:
CITY OF CARLSBAD
By~:......---
Name: Kathryn B. Dodson
Title: Interim City Manager
Approved as to form:
Celia A. Brewer, City Attorney
ACTIVE 209918910 Parking Operating Agreement Estoppel
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r w ’ SUPPLEMENT TO THE PLAZA CAMINO REAL PUBLIC PARKING LOT OPERATING AGREEMENT
THIS AGREEMENT is made as of January 20, 1981 by and
between the CITY OF CARLSBAD, a municipal corporation of the State
of California ("City") , the PARKING AUTHORITY OF THE CITY OF
CARLSBAD, a body corporate and politic of the State of California
("Parking Authority") and PLAZA CAMINO REAL, a limited partner-
ship, organized under the laws of the State of California
("Operator") with reference to the following facts and circum-
stances:
A. City, Parking Authority and Operator have entered into
an agreement entitled "The Plaza Camino Real Public Parking Lot
Operating Agreement" (the "Public Parking Operating Agreement"),
whereby Operator has agreed to manage, operate and maintain a
certain public parking lot leased by the Parking Authority to the
City, as expanded pursuant to that certain agreement among City,
Parking Authority and Operator entitled "Agreement for Expansion
of Plaza Camino Real Shopping Center," dated November 5, 1975, as P
amended (the "Expansion Agreement"). Said public parking lot
serves the Plaza Camino Real Regional Shopping Center area,
B. To provide additional parking to serve the Plaza Camino
Real area, City has acquired from Operator that certain parcel of
real property described on Exhibit A attached hereto, Operator
wishes to also assume responsibility for the management, opera-
tion and maintenance of said property in accordance with the
provisions of the Public Parking Operating Agreement.
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NOW, THEREFORE, the Parties agree as follows:
Operator agrees to manage, operate and maintain said property
in accordance with the Public Parking Operating Agreement for the
term thereof, Insofar as said property is concerned, the -refer-'
ences in Section 2 of the Public Parking Operating Agreement to
the parking lot shall be deemed to include said property and the
references in Section 5 of said Agreement to certain Grant Deeds
shall be deemed to refer to the Grant Deed dated December 11 I
1980, recorded on I 19 as Document No. - -
Official Records of San Diego County by means of which the Parking
Authority acquired fee title to said property.
IN WITNESS WHEREOF, City, Parking Authority and Operator have
caused this agreement to be executed and attested by their property
officers thereunto duly authorized, and their official seals to be
affixed as of the date first above written... I L : !
ATTEST: CITY OF CARLSBAD
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. . r A FARCEL OF &?D SITUATE IN THE CITY OF OkEANSIDE, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING A% PORTION'OF SSCTION 31, TOVNSIIIP 11 SOUTH, RANGE 4 WEST, SAN BERNARDINO KERIDIAN, ACCORDING TO OFFICIAL PLAT THEREOF, GEIMG KORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEG~~~c; xi THE SOUTHEAST CORNER OF THE NORTH I"IALF OF THE NORTHEAST QUARTER OF SECTION 31, TOjWSHIP 11 S013T11, RANGE 4 WEST PER CARLSBAD TRACT NO. 76-1.8; TiIElJCE NORTH 69*30'00" EAST, 252.00 FEET, ALONG THE h70XTi'ilERLY LINE OF CARLSBAD TRACT NO. 76-18; THENCE LEAVING SAID KORTHERSY LINE I'?ORTH 71"38'56" WEST, 70-14 . FEET TO A LINE PARALLEL WITH AND DISTAET NORTHVZSTERLY 44.00 FEET MEASURED AT RIGHT ANGLES FROill THAT CERTAIN COUT:SE HEREINBEFORE DESCRIBED AS HAVING A EEARING AND
A DISTAKE OF "NORTfl 69"30'00" EAST, 252.00 FEET"; 'THENCE S0L.L'I-I 69"30'00" WEST, 313.24 FEET TO A POINT - IN TiiE TGORTHERLY LINE OF SAID CARLSBAD TRACT NO. 76-18; r‘rIENCE SOUTH 89"42'19" EAST, 123.94 FEET ALONG SAID N0RTHEKLY LINE TO THE TRUE POINT OF BEGINNING- .
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AGREEMENT REGARDING MANAGEMENT, OPERATION AND MAINTENANCE OF PLAZA CAMINO REAL SHOPPING CENTER PARKING AREA IN OCEANSIDE ,
THIS AGREEMENT is made as of January 20, 1981 by and
between the CITY OF CARLSBAD, a municipal corporation of the
State of California ("Cityl), the PARKING AUTHORITY OF THE.CITY
OF CARLSBAD, a body corporate and politic of the State of.
California ("Parking Authority") and PLAZA CAMINO REAL, a limited
partnership, organized under the laws of the State of California
("Operator") with reference to the following facts and circum-
stances:
A. City, Parking Authority and Operator have entered into
an agreement entitled "The Plaza Camino Real Public Parking Lot
Operating Agreement" (the "Public Parking Operating Agreement"),
whereby Operator has agreed to manage, operate and maintain a
certain public parking lot leased by the Parking Authority to
the City, as expanded pursuant to that certain agreement among
City, Parking Authority and Operator entitled "Agreement for
Expansion of Plaza Camino Real Shopping Center", dated
November 5, 1975, as amended (the "Expansion Agreement"). Said
public parking lot serves the Plaza Camino Real Regional
Shopping Center area.
B. To provide additional parking to serve the Plaza Camino
Real area, City has leased from the City of Oceanside a public
parking area in Oceanside pursuant to a lease with option to
buy and acquired from
property described on
is herein referred to
Operator that certain parcel of real
Exhibit A attached hereto (all of which #
as the "Oceanside Parking Area"). Said
lease (the "Oceanside-Carlsbad Lease") is in the form attached
as Exhibit G to the Fifth Supplement to the Expansion Agreement.
Pursuant to the Fifth Supplement to the Expansion Agreement,
Operator has agreed to assume Carlsbad's obligations under
said Lease with the exception of the obligation to pay rent.
Operator wishes to also assume responsibility for the management,
operation and maintenance of said parking area in Oceanside
in accordance with the provisions of the Public Parking
Operating Agreement.
NOW, THEREFORE, the Parties agree as follows:
Operator agrees to manage, operate and maintain the Oceanside
Parking Area for the full term of the Oceanside-Carlsbad Lease.
with the exception of the obligation to pay rent, Operator shall
assume City's obligations under the Oceanside-Carlsbad Lease for
the Oceanside Parking Area. In the event that City buys the
Oceanside Parking Area from the City of Oceanside in accordance
with the option contained in the Oceanside-Carlsbad Lease, Operator
agrees to continue to manage, operate and maintain the Oceanside
Parking Area in accordance with the Public Parking Operating
Agreement for the remainder of the term thereof. Insofar as the
Oceanside Parking Area is concerned, the references in Section 2
of the Public Parking Operating Agreement to the parking lot
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e . *. shall be deemed '*- include the Oceanside Pai ng Area and the I I I -. .A-. . . references in Section 5 of said Agreement to Leases shall be
deemed to refer to the Oceanside-Carlsbad Lease and the references
to certain Grant Deeds shall be deemed to refer to the Grant
Deed dated December 11 , 1980, recorded on ' I -
19 as Document No. Official Records of San -
Diego County by means of which the City of Oceanside, as lessor
of the Oceanside-Carlsbad Lease, acquired fee title to the Ocean-
side Parking Area.
IN WITNESS WHEREOF, City, Parking Authority and Operator
have caused this agreement to be executed and attested by their
property officers thereunto duly authorized, and their official
seals to be hereto affixed as of the date first above written.
'ATTEST: CITY OF CARLSBAD ! . .,
ATTEST: Y OF THE CITY OF CARLSBAD
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PLAZ By:
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City Attorney
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A parcel of land situated in the City of Oceanside, County of San Diego, State of California, being a portion of the northeast quarter of Section 31, Township 11 south, Range 4 West described as follows:
Beginning at the southeast corner of 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 89"42'19" west,, 1150.70 west; thence leaving said south line, north 46"36'53" east, 143.87 feet; thence north;312.85 feet to the southerly line of State Highway 78; 'thence along said southerly line north 88°00'18" east, 543.32 feet; and north 89*41'28" east, 500.04 feet; thence south O"24'11" east, 439.22 feet to the true point of beginning.
EXHIBIT "A"
THE PLAZA CAi'4INO REAL
PUBLIC PARKING LOT OPERATING AGREEMENT
,
THIS AGREEMENT is made this 20th day of January I
19 81, between the CITY OF CARLSBAD, - a municipal corporation,
t of the State of California, hereinafter referred to as CITY;
and THE PARKING AUTHORITY OF THE CITY OF CARLSRAD, a body
corporate and politic of the State of California, hereinafter
referred to as PARKING AUTHORITY, and PLAZA CAMIN REAL, a
limited partnership organized under the laws of the State of
California, hereinafter referred to as OPERATOR,
/ RECITALS ---
WHEREAS, City is the lessee of certain real property in
the City of Carlsbad (hereinafter referred to as the "site“),
more particularly described in the Lease Agreement with the Parking h
Authority, dated August 21, 1969, as amended, under the provisions
of which a parking lot as constructed on the site has been leased
to City: and
WHEREAS, in order to carry out the intention of City that
said lot be operated to ensure that the citizens of the City shall
have the benefit of convenient off-street public parking on the
site and to utilize the knowledge and experience of Operator in
the management of similar parking lots, City, Parking Authority
and Operator entered into a Public Parking Lot Operating
Agreement dated November 24, 1969; and
WHEREAS, pursuant to said agreement, Operator has managed
said lot for City; and
WHEREAS, City is also the lessee of certain real property
immediately adjacent to the site (hereinafter referred to as the
"expanded site“), more particularly described in the Lease Agree-
ment with the Parking Authority, dated December 29 , 1980 -'
under the provisions of which a parking lotas constructed on the
expanded site has been leased to City. The aforementioned lease,
dated August 21, 1969, and the lease dated December 29 , 1980 -'
are, hereinafter referred to as the "Leases"; and
WHEREAS, City desires to
and experience to also manage
site; and
take advantage of Operator's skills
the parking lot on the expanded
WHEREAS, City and Parking Authority desire to treat the site
and expanded site as one unitary site and parking lot and enstlre
that the operation is in accord with that desire; and
WHEREAS, all parties hereto wish to provide for the operation
of both parking lots in one document superseding and replacing the
1969 Public Parking Lot Operating Agreement, as amended;
2.
NOW, THEREFORE, in consideration of the covenants and
conditions hereinafter contained, it is agreed as follows:
Section 1 - 1969 Agreement Superseded
That certain agreement entitled Public Parking Lot Operating
Agreement, dated November 24, 1969, as amended, is hereby 1
terminated and superseded in its entirety by this agreement.
Section 2 - The Parking Lot
The parking lot to be operated pursuant to the terms hereof
consists of the parking lots on the site and the expanded site
(hereinafter referred to as the "Parking Lot") leased to City
under the Leases referred to in the recitals hereof.
Section 3 - Operation of Parking Lot
Operator agrees to manage, operate and maintain the parking
lot, together with all improvements constructed thereon and the
off-site improvements specified in the next succeeding sentence,
for and on behalf of, and at no cost to City, in accordance with
this agreement and the terms of the Leases as they presently
exist to the extent the Leases regulate the management, operation
and maintenance of the parking lot, for the public purposes for
which the same were constructed and leased to the City by the
Parking Authority to wit: for use by the general public as an off-
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street public parking lot for motor vehicles without charge, in
accord with the Parking Law of 1949 (Streets and Highways Code
Section 32500 et seq.). The off-site improvements referred to in
the preceding sentence are:
A. Slopes, including landscaping, adjacent -to the south
side of Marron Road between El Camino Real and the
line extended from the westerly boundary of
. Tentative Map CT 76-18, as approved by City Council
Resolution No. 5165,
B. Lined or unlined drainage channels, desilting basins
and any other erosion control devices, as shown on
the improvement plans for said subdivision and, in
addition, those facilities necessary to provide drainage
from the slopes mentioned in Subsection A, provided
this section is not intended to include any
responsibility for the maintenance of the Buena Vista -A
Creek Channel.
c. Desilting basins, as long as they exist, at or near the
existing inlet to the sixty-six inch storm drain and the
storm drain itself, located near the intersection of
Marron Road and Monroe Street,
Operator shall comply with all laws, including rules and
regulations adopted pursuant hereto, of all governmental
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agencies having jurisdiction concerning the parking lot and shall
. hold the City and Parking Authority harmless from all costs
of compliance, including, but not limited to, any charges imposed
by such laws, rules and regulations on the City as lessee, or the
Parking Authority as owner, as a condition of ownership or
operation of the parking lot. The foregoing shall also apply
to all laws, including rules and regulations adopted pursuant
thereto of the City acting in its governmental capacity so long
as they are of general application and not directed specifically
to the parking lot. Nothing herein shall limit Operator's right
to contest any such laws, rules or regulations.
No charge or other validation shall be made
use of the parking lot except in accordance with
which may be entered into between Operator, City
Authority.
Section 4 - Term
by Operator
agreements
and Parking
The term of this agreement shall commence on the day of
month on which the expanded site is leased to the City. The
term of this agreement shall be fifty (50) years. To ensure
for
the
continuity of operation of the parking lot after the termination
of the Leases, the Parking Authority joins City in the execution
hereof. This agreement shall terminate upon expiration of the
fifty (50) year term. Upon such termination, in the event'the
City or the Parking Authority do not wish to exercise their right
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to assume operation of the parking lot, they agree to solicit
bids from the public for such operation.
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Section 5 - Title to Property
Title to the site, the expanded site and the parking
is controlled by the Leases and the conditions, covenants
lot
and
restrictions contained in the Grant Deed, dated October 21,
1969, recorded the same date as Document No. 193480, Official
Records of San Diego County, as amended by the instrument
recorded on August 15, 1978, as Document No. 78-346318, Official
Records of San Diego County, and in the Grant Deed dated
December 11 , 1980, recorded on , 19 as -
Document No. I Official Records of San Diego County by
means of which Grant Deeds the Parking Authority of the City of
Carlsbad, as lessor of the Leases, acquired fee title to the
parking lot.
ib Operator, The May Department Stores Companyi J. C. Penney
Company, Inc.; Sears, Roebuck and Company; Federated Department
Stores, Inc., and Carter Hawley Hales Stores, Inc. have entered
into an Amended and Restated Construction, Operation and Reciprocal
Easement Agreement, recorded August 15, 1978, as Document No. 78-
346427, (hereinafter referred to as the "Phase II REA"). To the
extent the provisions of the Phase II REA relate to the operation,
maintenance and repair of the parking lot and to the extent said
provisions are not inconsistent with either the terms of this
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agreement or with all laws, including rules and regulations
adopted pursuant thereto of all governmental agencies having
jurisdiction concerning the parking lot, including all laws, and
rules and regulations adopted pursuant thereto of City acting in.
its governmental capacity, whether now in effect or hereafter
enacted, so long as they are of general application and not
directed specifically to the parking lot, title to the site, the
expanded site and the parking lot is also controlled by the Phase
II REA.
Title to all personal property placed on or about the parking
lot by Operator shall remain in Operator. Title to all personal
property and fixtures placed on or about the parking lot by City
shall remain in City. Title to all fixtures placed on or about
the parking lot by Operator shall remain in Operator unless
such fixtures replace fixtures owned by the Parking Authority or
by City, in which event such replacement fixtures shall belong
to City. B
Section 6 - Alterations to the Parking Lot
Operator shall not make any alterations to the parking lot,
including the landscaped areas,. as they exist on the effective- date .
hereof, without first obtaining written approval to do so from
the City Manager of the City of Carlsbad. If the City Manager
determines to approve such alterations, such approval may include
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. the imposition of conditions to ensure repair or replacement of
landscaping, traffic signs, signals, if any, or other control
devices and any bus transfer facilities removed 4y such alterations,
appropriate erosion control, siltation and runoff devices or any
other measures reasonably necessary to preclude adverse environ-'
mental effects which may be caused by such alteration.
City shall not make any alterations to the parking lot,
including the landscaped areas, as they exist on the effective date
hereof, without first obtaining written approval to do so from
the Operator.
Section 7 - Temporary Use
The parties recognize that Operator may from time to time,
during the term of this agreement, require a temporary license to
use portions of the parking lot for the purposes of:
1. Performing maintenance upon, and making repairs to,
and/or making construction alterations, additions and
improvements, or razing and replacing the whole or
any part of the shopping center buildings and the tenant
stores, and/or
2. Constructing new stores, and/or
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. 3. Obtaining access, ingress and egress to and from the
shopping center or the tenant stores, as the case may
be, to carry on such maintenance, repair and construction.
Within a reasonable time prior to the commencement of any
such maintenance, repair or construction, Operator shall submit to
City Manager for his approval a plot plan of the shopping center
on which Operator shall delineate those portions of the parking
lot with respect to which Operator reasonably requires a temporary
license in connection with such maintenance, repair or construction,
and such access, ingress and egress, and the City Manager shall,
within ten (10) days thereafter, notify Operator whether he approves
or disapproves of the use. If the City Manager determines to
approve the use, such approval may include the imposition of
conditions reasonably necessary to protect the public health,
safety and welfare. At all times during Operator's use of the
portion of the parking lot as aforesaid, Operator shall comply
with any conditions imposed by the City Manager on said license,
and upon cessation of such use shall promptly restore the portions
of the parking lot so used to the conditions in which the same
were prior to the time of commencement of such use, including the
clearing of such area of all loose dirt, debris, equipment and
construction materials. Operator shall also restore any
portions of the parking lot which may have been damaged by or damaged
in conjunction with such maintenance, repair or construction work
promptly upon the occurrence of such damage, and shall at all times
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during the period of any such maintenance, repair or construction
keep all portions of the parking lot, except the portions of the
lot being utilized pursuant to such license, free from and un-
obstructed by any loose dirt, debris, equipment or construction
materials related to such maintenance, repair or construction.
Section 8 - Special Events
Operator shall not use the parking lot, or any portion thereof
or permit it to be used for other than public parking purposes,
unless expressly permitted by this agreement. All special events
shall be subject to the requirements of the Carlsbad Municipal
Code. Operator shall not use the parking lot, or any portion
thereof or permit it to be used for any special. event without the
express written approval of the City Manager.
If the City Manager determines to approve such events, the
City Manager's approval amy include the imposition of conditions ii?
as are reasonably necessary to protect the public health, safety
and general welfare. Operator shall not use or give permission for
use of the lot for other than parking purposes without first taking
reasonable steps to assure that such uses are in full compliance
with this agreement and the Carlsbad Municipal Code.
There shall be no display or sale of merchandise on any portion
of the parking lot unless permitted by the Carlsbad Municipal
Code and approved as a special event pursuant to this section.
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. Section 9 - General Standards of Performance
Commencing upon the date Operator takes possession of the
parking lot or part thereof, and continuing so long as Operator
is in possession of the parking lot and subject to the policy, .
controls and other limitations expressed herein, the following
separate, distinct and cumulative standards shall be observed:
c 1. PUNCTUAL PAYMENT. Operator shall duly and punctually
pay or cause to be paid its obligations hereunder in
strict conformance herewith.
2. DISCHARGE CLAIMS. Operator shall discharge or provide
for the discharge of all claims which it has authorized
or incurred for labor, materials and supplies furnished
for or in connection with the parking lot.
3. NON-DISCRIMINATION. Operator shall operate and manage
the parking lot without unlawful discrimination as to
race, creed, sex, color or national original
discrimination in favor of its own customers
and without
or otherwise.
4. CONFORMITY TO LAWS. Operator shall duly observec
conform to and comply with all valid requirements of
any governmental authority relative to the parking lot
or any part thereof and shall require all personnel
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using the parking lot to conform to and comply
with such requirements.
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5. OPERATION. Operator shall manage and operate the
parking lot in an efficient and economical manner in
such a way as to cast no reflection on Operator or City.
In particular, without limiting the generality of
the foregoing, Operator shall use its best efforts to
the end that the operating personnel of the parking lot
are courteous and are:
Personally clean, well-groomed and attractive in
appearance.
(b) Cleanly and neatly dressed when on duty in clean,
neat and orderly uniforms, costumes or dress
suitable for their particular jobs.
(cl Able to see, hear and speak normally.
id) Required to conduct themselves at all times in a
sober, courteous, polite, dignified and inoffensive
manner.
(4 Trained to render a high degree of service in
their particular job.
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(f) Closely supervised to ensure such a high degree
of service.
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(g) Provided with the necessary equipment, apparatus
and other facilities so that they can exercise .
their duties and render such a high degree of
service,
It is not intended, however, by reciting these standards
to prevent the employment of handicapped persons, and
Operator and City shall cooperate to the end that such
standards shall be and are waived as to any particular
person whose handicap is not such as to prevent that
person from adequately performing the duties of the
particular job to which he or she may be assigned.
6. MAINTENANCE. Commencing as of the date of this agreement,
Operator shall maintain the parking lot, including the &b lighting, paving, traffic control signs and other signing,
and striping thereon, in good and clean condition, repair
and working order, free of debris, trash and fuel or
oil spills. The standard far such maintenance shall be
that which generally prevails for parking lots of other
regional shopping centers in San Diego County. . The
materials, apparatus and facilities used for any new
construction, repair or reconstruction shall be at least
equal to the quality of the materials, apparatus and
facilities originally used.
13.
It is the intent of the parties hereto that the
parking lot be operated and maintained so that upon the
termination of this agreement, or any extension thereof,
the parking lot will be in essentially the same condition
(reasonable wear and tear and condemnation excepted)
and have the same utility as a public parking lot as
pertains on the date of this agreement.
Operator's obligations hereunder shall include,
but not be limited to, the following:
(a) All hard-surfaced portions of the parking lot shall
be swept and washed at intervals sufficient to
maintain the same in clean condition, free of debris,
trash, and fuel or oil spills. All such work shall
be done before.the stores in the shopping center
having 100,000 or more square feet of floor area
shall open each day for business to the general
public.
(b) All lamps on lighting standards shall be inspected
at regular intervals, and all lamps shall be
promptly replaced when no longer properly
functioning.
(c) All parking lot amenities, benches and institutional,
directional, traffic and other signs shall be
inspected at regular intervals, maintained in a clean
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(d)
condition and promptly repaired or replaced
upon the occurrence of any defects or
irregularities thereto. ,
The entire parking lot shall be illuminated
during such hours of darkness as stores
containing 100,000 or more square feet of
floor area in the shopping center shall be
open for business to the general public and
for a reasonable period thereafter to permit
the patrons thereof safe egress from the
parking lot. In addition, portions
of the parking lot shall be illuminated
during hours of darkness in the vicinity of
any business served by the lot while such
business is open for business to the general
public and for a reasonable period thereafter
to permit the patrons thereof safe egress
from the parking lot.
(e) All landscaping shall be properly maintained,
including removal of dead plants, weeds and foreign
matter and such replanting and replacement as the
occasion may require in accordance with practices
which generally prevail for the parking lots of the
other regional shopping centers in San Diego County.
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(f) All trash and rubbish containers located
on the parking lot shall be emptied daily and
shall be washed at intervals sufficient to
maintain the same in a clean cond'ition.
(4) All paving, curbs, gutters, sidewalks, berms and
barricades located on the parking lot shall be
inspected at regular intervals and maintained
in good condition. All hard-surfaced markings
shall be inspected at regular intervals and
promptly repainted as the same become unsightly
or indistinct from wear or other cause.
(h) Operator shall maintain drainage channels, pipes,
catch basins, and any other facilities located on
the parking lot for collection and conveyance of
drainage waters.
(i) Operator shall maintain and repair the sewer mains I
and lines and all utility systems located in the
parking lot which serve the buildings constructed
within the exterior boundaries of t'ne parking lot
to the extent that the same are not maintained or
repaired by public utilities.
(j) Operator shall provide adequate supervision
and security for the parking lot in accordance
16.
. with practices which generally prevail for the
parking lots of the other regional shopping
centers in San Diego County. The,obligations
imposed by this section on Operator shall be
supplemental to such Police protection as City .
provides for commercial areas in the City,
(k) The provision and maintenance of traffic control
signing or other means of traffic control not
involving any significant expenditure of money
reasonably necessary for effecting the safe and
efficient operation of a circulation system for
traffic and pedestrians in respect to the parking
lot and its operation.
(1) Operator shall maintain and repair all off-site
improvements as specified in Section 3 of this
agreement.
Section 10 - Operator's Compensation
Operator shall receive compensation for its services from
City in the amount of One Dollar ($1.00) per year. Operator will
otherwise benefit from this agreement in that it owns, operates,
holds interests in or otherwise controls to varying degrees a
shopping center known as Plaza Camino Real, which is surrounded
17.
-
.
on all sides by the parking lot. The manner in which the parking -
lot is operated and maintained will have a direct impact on
the operation of the shopping center. Operator,,by virtue of
this agreement, will be able to ensure a high level maintenance
and operation of the parking lot to the overall benefit of the .
shopping center.
Section 11 - Indemnity
Operator shall indemnify City and Parking Authority and
hold City and Parking Authority harmless from and against any
and all actions, claims, demands, costs, damages, penalties,
expenses or liabilities of any kind whatsoever by reason of the
maintenance or operation of the parking lot or by reason of the
use thereof. This indemnification shall include reasonable
attorneys' fees which City or Parking Authority may expend in
connection with any of the foregoing.
Section 12 - Liability Insurance
Operator shall, from and after the date of this agreement,
carry public liability and property damage insurance covering the
parking lot written by financially responsible insurance company(s),
authorized to do business in the State of California and with
limits of liability of at least a combined single limit of two
million dollars ($2,000,000.00) per occurrence. All such insurance
shall name City and Parking Authority as additional insured and
18.
, .
shall be maintained in full force and effect by Operator for
the term of this agreement.
,
Section 13 - Fire and Extended Coverage Insurance and Repair
Should the parking facilities be damaged by fire, lightning,
vandalism, malicious mischief or any other casualty, Operator
shall cause the repair of such damage with all reasonable dispatch.
Operator shall procure and maintain or cause to be procured and
maintained in full force and effect at all times during the term
of this Agreement, a policy or policies of insurance against loss
or damage to the improvements of the parking lot, resulting from
fire, lightning, vandalism, malicious mischief, and such other
perils as are ordinarily included in "fire and extended coverage
insurance", providing coverage at one hundred percent (100%) of
the replacement value of said improvements written by financially
responsible insurance company(s) authorized to do business in
the State of California. The Parking Authority, City, Operator b
and anyone having the right to possession of any or all of the
parking lot under a lease, license or other similar document, or
anyone to whom all or any part of the parking lot is assigned
pledged or placed in trust as security for any loan for the cost
of said improvements, shall be named as additional insured under
said policy of insurance. Proceeds of the said insurance shall
be applied toward the cost of repairs or replacements of said
improvements.
19.
. .
, .
Section 14 - Evidence of Insurance: Blanket Policies .
Operator shall cause policies of insurance or certificates ,
thereof to be provided to City to evidence Operator's compliance
with the requirements of Sections 12 and 13 and providing that the
coverage under such policies shall not be reduced or cancelled
except after thirty (30) days' written notice to City. The
insurance required under Sections 12 and 13 may be obtained through '
blanket policies or contracts which may cover other properties
or liabilities, provided that as respects the insurance referred
to in Sections 12 and 13, there is separately stated and allocated
in such policies or contracts with respect to the parking lot an
amount at least equal to the amount of insurance required with
respect to the parking lot as if the same were so insured under
separate policies or contracts of insurance.
Section 15 - CoPenant Against Mechanics' Liens
Operator shall keep the parking lot free and clear of all
material liens or mechanics' liens or any other similar liens for
repair, maintenance and operation, services, labor or materials
which may arise from any work done on the parking lot by or at
the direction of Operator. Operator may in good faith contest
the validity of any such lien and shall at its expense defend
itself, City and Parking Authority against the same and pay any
final judgment which may be rendered thereon. If Operator elects
20.
to contest any such lien, it shall record a surety bond in
accordance with California Civil Code Section 3143 releasing
the parking lot from such lien within ten (10) dgys after it
becomes aware of the recordation of any such lien or Operator
shall deliver the aforementioned bond to City.
Section 16 - Enforcement
If Operator shall at any time fail or refuse to pay any
obligation or perform any work or furnish any services required
on their part under this agreement, City or Parking Authority
may prosecute any proceeding at law or in equity to secure by
way of specific performance or otherwise Operator's obligations.
Section 17 - Assignment
Operator shall not assign this agreement without written
consent of City, except to a wholly owned subsidiary of Operator,
or to a successor by purchase of all of the assets of Operator,
or except to the extent that Operator becomes a participant
corporation in a merger or consolidation. City's consent shall
further not be required for any assignment to a person who
assumes Operator's obligations for the entire parking lot
pursuant to the provisions of the Phase II REA. Where City's
consent to an assignment is required, it shall not be unreasonably
withheld. Nothing herein shall be deemed to limit Operator's
21.
-.
: ,-
., right to subcontract for the performance of Operator's
obligations to operate, maintain and repair any part of the
parking lot provided no such subcontract shall relieve Operator
of the responsibility for such obligations.
Section 18 - Operator's Right to Operate Parking; Termination for Default
Operator shall have the right to operate the parking lot
throughout the term of this agreement, provided that if Operator
defaults in the performance of its obligations under this agreement
and such default is not cured within ninety (90) days after written
notice from the City to Operator and to all the REA Parties (as
defined in Section 20), specifying the particulars of such default,
City shall have the right to terminate this agreement. The giving
of such notice of default to Developer and all the REA parties is
a condition precedent to the exercise by City of its right to
terminate this agreement under this section.
4
Section 19 - Right to Cure Grant Deed Defaults
In the event any person entitled to enforce the provisions
of the Grant Deeds described in Section 5 of this agreement gives
written notice to the City or Parking Authority asserting that
the City or the Parking Authority is in default of itsobligations
under the terms of either of said Grant Deeds, and any of the
asserted grounds for default involve matters which are made
22.
obligations of the Operator by this agreement, and Operator
does not cure the default within thirty (30) days from written
notice thereof from the City or Parking Authority, City or
Parking Authority shall have the right to take any reasonable
steps necessary to cure the default. Operator shall pay the cost
of curing any such default. If City determines, in its reasonable
judgment, after the expiration of the aforementioned notice period,
that it is necessary in order to cure any such default, City shall
P have the right to oust Operator, to suspend or terminate this
agreement, and to make such other arrangements for the operation
of the parking lot as City considers appropriate. City and
ParkingAutlPrity agree to send copies of any notices that either
may give to Operator under this section to all of the REA Parties
(as defined in Section 20). The sending of such copies of such
notices shall be solely for the information of the REA Parties
and shall not be a condition to the exercise by the City or Parking
Authority of any rights under this section. The sending of or
failure to send any such copies to any of the REA Parties shall
not affect City's or Parking Authority's rights under this
section. Neither City nor Parking Authority shall be liable
to the Operator or any REA Party by reason of sending or failing
to send any such copies to any REA Party.
Section 20 - Notices to REA Parties
As used in this agreement, the term "REA Parties" refers to
the Parties to the Amended and Restated Construction, Operation
23.
., r
- ,
t and Reciprocal Easement Agreement referred to in Section 5.
Notices to the REA Parties shall be by certified mail addressed
as follows (subject to the right of each of said Parties to
designate a different address for itself by notice to the City
and Parking Authority given in accordance with the provisions of
paragraph 4 of Section 21):
The May Department Stores Company 1701 Railway Exchange Building 6th and Olive Streets St. Louis, Missouri 63101 Attention: Executive Vice President
J. C. Penney Company, Inc. P. 0. Box 4015 Buena Park, California 90624 Attention; Executive Vice President
Sears, Roebuck and Co. 900 South Fremont Avenue Alhambra, California 91802 Attention: Executive Vice President
Federated Department Stores, Inc. 222 West Seventh Street Cincinnati, Ohio 45202 Attention: Senior Vice President - Real Estate
Carter Hawley Hale Stores, Inc. 550 South Flower Street Los Angeles, California 90071 Attention: Vice President, Real Estate Legal
Plaza Camino Real c/o May Centers, Inc. Sixth and Olive Streets St. Louis, Missouri 63101 Attention: President
24.
.
. - -.
.-
So long as Plaza Camino Real is the Operator under this
Agreement, it shall not be entitled to any additional notices
in its capacity as an REA Party. Should it cease to be the
Operator, it shall be entitled to receive the same notices as
any other REA Party.
Section 21 - General
1. The paragraph headings contained herein are for
convenience and reference and are not intended to define or limit
the scope of any provision of this agreement and shall not be
considered in any construction or interpretation of this
agreement.
2. If any section, subsection, sentence, clause or
phrase of this agreement, or the application thereof, to either
party I or any other person or circumstance is for any reason held
invalid, it shall be deemed severable and the validity of the
remainder of the agreement of the application of such
to the other party, or to any person or circumstance,
be affected hereby.
3. This agreement shall be construed in accord
laws of California.
4. Any notice pursuant to this agreement shall
certified mail addressed as follows:
provision
shall not
with the
be by
25.
* .
G. I >
_ ?* . . t. To Operator:
To City:
Plaza Camino Real c/o May Centers, Inc. Sixth and Olive Streets St. Louis, Missouri 63101 Attention: President ,
City Clerk City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008
To Parking Authority: Parking Authority City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008 .
With a duplicate copy to City Attorney at the same address.
Any party hereto may change its address for notices by
delivering to all other parties a notification of a new address
to be effective upon receipt of written acknowledgement of said
change from said parties.
5. The City, by its execution of this agreement, authorizes
the City Manager to act on behalf of the City and to exercise
his judgment in regard to the approvals specified by this agreement ib
to be made by the City Manager. In acting on requests for such
approvals, the City Manager shall be deemed to be acting on behalf
of the City. Such approvals shall be in writing and shall not be
unreasonably withheld. Operator shall have the right to appeal
the determinations of the City Manager on requests for approval
to the City Council whose decision shall be final.
26.
Whereve, in this agreement the approval of the City
is specifically required, the decision on such approvals shall
be made by the City Council.
,
6. Wherever in this agreement the approval of City or
City Manager is required, Operator may, at its option, if it sees
fit, invoke the following procedure: Operator shall give a
written notice of request for approval which shall include the
details of the action proposed to be taken in connection therewith. .
Said notice shall be mailed to the City Clerk, City Manager and
City Attorney by either personal delivery or certified mail.
The City Manager or City Council shall have forty (40) days
after actual receipt of the notice within which to approve or
disapprove, although they may make a decision to approve or
disapprove in a shorter time. Unless the City Manager or City
Council acts to disapprove the aforesaid within forty (40) days
after actual receipt of the notice, evidenced by personal service
or execution of the certified mail receipt, the same shall be
deemed approved. The time limits in this section may be extended
upon consent of Operator. b
IN WITNESS WHEREOF, the City, the Parking Authority and
Operator have signed this agreement as of the day and year first
above written.
limited partnership
27.
City Clerk
ATTEST:
ALETHA L:RA;TENKRANZ 1City,Clerk
CITY OF CARLSBAD
-.I7 RONALD C. PACKARD, &YOR
PARKING AUTHORITY OF THE CITY OF CARLSBAD
I HEREBY APPROVE the foregoing Agreement this
Parking Authority of the City of Carlsbad
28.
THIS CERTI+CATE VOIDS AND SUPERSEDES CERTIFICATE DATED Z/20/81
CERTIF CATE
k3 OF IN RANCE LIBERTY
THIS IS tiOT:AN INSURANCE POLICY MUTUAL
This is to Certify that r The May Department Stores Co., Its 1
Subsidiaries and Operating Divisions
611 Olive Street *
, St. Louis, Missouri 63101 I
Name and
address of
Insured.
L --J
is, at the date of this certificate, insured by the Company for the types of insurance and in accordance with the limits of liability,
exclusions, conditions, and other terms of the policies hereinafter described. This certificate of insurance neither affirmatively or neg-
- atively amends, extends or alters the coverage afforded by the policies listed below. -
TYPE OF POLICY
WORKERS’
COMPENSATION
COMP;~&&NSIVE
SCHEDULE FORM
PRODUCTS COM- -I > 0 PLETED OPERATIONS
INDEPENDENT CON-
0 CONTRACTUAL LIABILITY
0
g 5 ClOWNED
23 cl NON-OWNED
HIRED
-w Umbrella
$ Excess
5 Liability
I
LOCATION(S) OF OPERATIONS g
XPIRATION DATE
2/l/84
2/l/84 LEl-641-004044-041
38 # (If Applicol 1)
POLICY NUMBER
LGl-641-004044-031
LIMI
OVERAGE AFFORDED UNDER \ OLLOWING STATES
IARITIME COVERAGE. FOLLOWINC
BODILY INJUR’
i 500,000
' 1,000,000
I
i i E’:: OR
i EA
TS OF LII
CH ACCIDENT
CH ACCIDENT-S
4BILITY
.IMIT OF LIABILITY-COV 8 Indicate Limit for each state)
IMIT OF LIABILITY MARITIME COVERAG
PROPERTY DAMAGE
EACH 6 5OO ,000 OCCURRENC
b 1,000,000 AGGREGAT
6 EACH ACCIDENT OR OCCURRENCI
INGLE LIMIT-B.I. AND P.D. COMBINEI
2,000,OOO Combined Single Limit
DESCRIPTION OF OPERATIONS:
Location 13-14 Covers all parking areas included in Plaza Camino Real Shopping Center, . . . . . . . Speclflcally in&l&q bitt not 1lrnltPd tn T,nts Sic91 & 37 d ParkIng RTPRS lnr*tPd In the
City of Oceanside.
1
Additional Insureds as their interests may appear: Parking Authority of the City of Carlsbad, the City of Carlsbad and the City of Oceanside.
NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF
DAYS IS ENTERED BELOW). BEFORE THE STATED EXPIRATION DATE THE COMPANY
WILL NOT CANCEL OR REDUCE THE INSURANCE AFFORDED UNDER THE ABOVE POLICIES Certificate #25-S/C
PRIOR TO 30 DAYS AFTER NOTICE OF SUCH CANCELLATION OR REDUCTION HAS BEEN /
MAILED TO: r The Parking Authority of Carlsbad - ,
The City of Oceanside and the City of
Carlsbad RESENTATIVE
1200 Elm Avenue
L Carlsbad, CA 92008
314181 mc / . . UlS
-I DATED OFFICE
I
This cetiificot. Is oxocutod by LIBERTY MUTUAL INSURANCE COMPANY OS rosprcts such insuranc. (IS is afforded by Thor Company, it is executed by LIBERTY MUTUAL FIRE INSURANCE
COMPANY 0s rorpoctr such insurance as Is afforded by That Company. BS 234A R8
The May Department Stores Company
Writer’s Direct Dial Number: 314-247-0455
March 20, 1981
The Parking Authority of Carlsbad,
The City of Oceanside &
The City of Carlsbad
1200 Elm Avenue
Carlsbad, CA 92008
Re: Liability Certificate of Ins.
Location 13-14
Dear Sir:
Attached please find a corrected Certificate evidencing liability
coverage at the above location. This Certificate replaces any Certificate previously issued. (The old Certificates were issued with incorrect policy
numbers on them.)
We hope this has not inconvenienced you and if you have any questions,
please do not hesitate to contact me.
E.C. (Sally) Menkhus
Assistant Administrator
of Property Insurance
SM/kz
2170/17/l
Attachment
cc: Margaret Kelley
Executive Offices, 611 Olive Street, St. Louis, Missouri 63101 Telephone (314) 247-0300
4
II I I MayCenters
January 31, 1983
City Clerk
City of Carlsbad
1200 Elm Avenue
Carlsbad, CA 92008
Re: Plaza Camino Real
Carlsbad, California
Gentlemen:
In accordance with Section 17 of the Plaza Camino Real Parking Lot Operating
Agreement, we hereby notify you that we have subcontracted the operation
of a portion of the parking area at Plaza Camino Real to Federated Department
Stores effective February 1, 1983.
The subcontractor, Federated, has been made aware of the standards of mainten-
ance required under the Plaza Camino Real Public Parking Lot Operating Agreement.
Plaza Camino Real will be sure that they are maintained by the subcontractor.
Very truly yours,
Plaza Camino Real
?Lxz@
President
cc: Parking Authority
City of Carlsbad
Federated Department Stores, Inc.
Attn: Senior Vice President Real Estate
MayCenters. Inc. 555 MrsslonValleyCenterWest San Dlego.California92108 1714)299-3040
This Certificate Voids and Supercedes
Certificate Dated 12-10-81
This is to Certify that
l- Ti’!e May Department Stores Co., Its 1 . Name and Subsidiaries and Operating Divisions 4-a address of
611 Ol.ive Street Insured.
LSt. Louis, MO 63101 -J '
is, at the dztc of this ceriificaic, insured by the Company under the policy(ies) jistcd below. The inSUF%ICe afforded by the listed policy(ies) is subject to ~11 tl2eir tcnns, exclusions zmd conditiws and is not altered by any requirement, term 01 condition of any contract or other document with respcc: to which this certificate may b:: iaued. -
TYPE OF POLICY
WORKERS’
COMPENSATION
-. --_I MARITIME COVERAGE- FOLLOWING STATES LIMIT OF LlA6lLlTY MARITIME COVERAGE ------- ---- - ~----- BOOiLY INJL!RY PROPERTY @AMAGE 2/l/83 &l-641-004044-032 -- __--
EACH CACH $ 500,000 OCCURRENCE $ 500,000 OCCURRFNCE
PAOrxJCTS COM- $1,000,000 AGGREGATE $ 1 , ()OO,OOO AGGREGATE
COM31NED SINGLE LIMIT BODILY INJUi?Y AND PROPERTY DAMAGE
EACH OCCURRENCE
a CONTRACTI;AL LIABILITY AGGREGATE
-.-
-(Lz ul
z I
Umbrella Excess 0 2/i/83 LEI-G41-004044-042 $2,000,000 Combined Single' Limit
--_I_- --- - X3 8 (I( Applica ,) DESCRIPTION OF OPERATIONS: L,ocation 13-l!!:
------__-- i??ATION(S) OF OPERATIONS (
-I__
XPlHAl!ON DAT
-__I_ POLICY NUMDER _.I.---_
-I_ LIMITS OF LIABILITY ---- COVCRAGE AFFORDED UNDER W.C. LAW OF tIMIT-& LIABILITY-COV B FOLLOWING STkl ES (lndltotc Limit for each slate)
---
City of Oceanside.
Adhitional Insureds as their interests may appear: Parking Authority of the City of Carlsbad, the City of Carlsbad and the City of Oceanside.
ISOTICE OF CAhKELLATi0i-d: (NOT APPLICABLE UNLESS A NUMBER OF
PAYS Is ENTEREil Ut3OW). BEFORE 1tiE STATED EXt’lRAlION DATE THE COMPANY
WILI. NOT CANCEL OR f:tDUCE THE INSURANCE AFf-ORDED UNDtR THE ABOVE POLICIES
UNTII AT LEAST-%e.wDAYS NOllCf OF 5UCH CANCELLATION OR RtfKJCTION HAS BEEN Certificate #21-S/C
MAILLD TO: ,’ r The Parking Authority of Carlshad --I The City of Oceanside and the city of
Carlsbad
1200 Elm Avenue
L Carlsbatl, CA (lZr308 -I
Marsh & WLennan, Inc. I 515 Olive Street- St. Louis, MO 63101
I Certificate # 14-S/C
INSURED
The May Department Stores Company and Pnv of Its Subsidiaries and
I 611 Olive Street St. Louis, MO 63101
TYPE OF INSURANCE I
A X COMPREHENSIVE FOfW IH X PREMlSEYOPEMlONS I
INOEPENDENT CONTRACTORS
BROAO FORM PfWPERTY OAMAGE
THIS CERTIFICATE Is ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RMHTS UPON THE CERTIFICATE HOLDER. TIM CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLlClES BELOW.
COMPANIES AFFORDING COVERAGE
A Insurance Company Of North America
%+~~Ny B St. Paul Surplus Lines Insurance Co.
EY%iNY C
POLICY NUMBER
XSLGO6634102
*Excess over a $250,000
Self Insured Retention
A ANY AUTO
ALL OWNED AUTOS (PRIV. PASS.) u ALL OWNED AUTOS ( g’R”R$#)
lllRE0 AUTOS
NON-OWNED AUTOS
GARAGE LIABILITY
EXCESS LIABlLlTY B UMBRELLA FDRM
OTHER THAN UMBRELLA FOfM
LCO-5516339
WORKERS’ COMPENSATION
AND
EMPLOYERS’ LlABluTy
I I OTHER Location 13-14: Cov
specifically includi t II DESCRIPTION Of OPERATlONS/LOCATlONI
Oceanside.
rs all parking areas includl
g but not limited to Lots #:
WEHlCLES/SPECIAL ITEMS
POLICY EFFECTIVE DATE IMWQDNYl
2/l/87
2/l/87
I in Plaz
& 27 Pa
PERSONAL INJURY Jg1,750*
2/l/88 1,000
I STATUTORY I
II _- __.. - .-.__
Parki,ng Authority of the City of Carls
I The Parking Authority of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLlUES BE CANCELLED BEFORE THE EX- PIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVDR TO
The City of Oceanside & The City of DAYS WRKTEN NOTlCE TO THE CERTIFICATE HOLDER NAkED TO THE
Carlsbad y*ILi%iiLwETOMAlLSUCHNOTlCESHALL~ND-TlCNORLlABlLlTY
1200 Elm Avenue
VINCENT F. BIONDO, JR.
CITY ATTORNEY
RONALD R. BALL
ASSISTANT CITY ATTORNEY
CITY OF CARLSBAD
1200 CARLSBAD VILLAGE DRIVE
CARLSBAD, CALIFORNIA 92008-1989
(619) 434-2891
April 4, 1990
Catherine R. Phillips Lewis, Rice C Fingersh 611 Olive Street St. Louis, Missouri 63101
RE: PARKING AGREEMENTS AT PLAZA CAMINO REAL SHOPPING CENTER
Dear Ms. Phillips:
Phyllis Welsh, of your office, suggested I return to you the original signed agreements for the City of Carlsbad and the Parking Authority for the City of Carlsbad. They are enclosed.
Please let me know if I can assist you further in this regard.
/RANDEE HARLIB / Secretary to the City Attorney
mw
enclosures
THE PARKING AUTHORITY OF THE CITY OF CARLSBAD
John Hancock Mutual Life Mortgage and Real Estate John Hancock Place P. 0. Box 111
April 3, 1990
Insurance Company Department
Boston, Massachusetts 02117
Gentlemen:
Reference is made to that certain Public Parking Lot Operating Agreement dated January 20, 1981 by and among the City of Carlsbad ("City") , the Parking Authority of the City of Carlsbad ("Parking Authority") and Plaza Camino Real, a California limited partnership (VIOperator*l), as supplemented'by an Agreement Regarding Management, Operation and Maintenance of Plaza Camino Real Shopping Center Parking Area in Oceanside, dated January 20, 1981, among City, Parking Authority and Operator, and by Supplement to the Plaza Camino Real Public Parking Lot Agreement, dated January 20, 1981, among City, Parking Authority and Operator (Collectively, the "Operating Agreement").
This letter shall certify to John Hancock the following, as of the date hereof:
1. The Operating Agreement is in full force and effect, and there has been no amendment or modification thereof: and
2. There exists no default thereunder by any of the thereto, and there exists no event, which, with the of time, notice or either of them, would constitute a thereunder by any of said parties.
Sincerely,
THE PARKING AUTmRITY OF _
parties passage default
ITS: Ex-officio Attorney f& the Parkina Authority
THE CITY OF CARLSBAD
April 3, 1990
John Hancock Mutual Life Insurance Company Mortgage and Real Estate Department John Hancock Place P. 0. Box 111 Boston, Massachusetts 02117
Gentlemen:
Reference is made to that certain Public Parking Lot Operating Agreement dated January 20, 1981 by and among the City of Carlsbad ("City") , the Parking Authority of the City of Carlsbad ("Parking AuthorityI') and Plaza Camino Real, a California limited partnership (VqOperatorll), as supplemented by an Agreement Regarding Management, Operation and Maintenance of Plaza Camino Real Shopping Center Parking Area in Oceanside, dated January 20, 1981, among City, Parking Authority and Operator, and by Supplement to the Plaza Camino Real Public Parking Lot Agreement, dated January 20, 1981, among City, Parking Authority and Operator (Collectively, the '@Operating Agreement").
This letter shall certify to John Hancock the following, as of the date hereof:
1. The Operating Agreement is in full force and effect, and there has been no amendment or modification thereof: and
2. There exists no default thereunder by any of the parties thereto, and there exists no event, which, with the passage of time, notice or either of them, would constitute a default thereunder by any of said parties.
Sincerely,
ITS: Citv Attornev
- A
CENTERMARK
PROPERTIES
November 24, 1993
City Clerk City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008
Re: ESTOPPEL CERTIFICATE
Dear Sir or Madam:
Plaza Camino Real, a California limited partnership in which CenterMark Properties, Inc., is general partner, is the Operator . under that certain Operating Agreement more specifically described in the enclosed estoppel certificate.
Operator hereby requests that you execute and deliver the estoppel certificate in connection with the contemplated sale of 100% of the stock of CenterMark Properties, Inc. and related transactions, including mortgage financing.
If you have any questions regarding the estoppel certificate, please do not hesitate to call. Your prompt return of the estoppel certificate will be appreciated.
cc: City Attorney City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008
CenterMark Properties, Inc. 611 Olive Street Suite 15fS St. Louis, Missouri 63101.1797 Telephone 314.342.6200
r ’ .
ESTOPPEL CERTIFICATE
CenterMark Properties, Inc. 611 Olive Street, 15th Floor St. Louis, Missouri 63101-1797
Re: OPERATING AGREEMENT AND AGREEMENTS DESCRIBED ON EXHIBIT "A"
Ladies and Gentlemen:
Reference is hereby made to Exhibit 1tAt1 attached hereto and made a part hereof which sets forth that certain Plaza Comino Real Public Parking Lot Operating Agreement (the "Operating Agreement") entered into by the undersigned and the operator listed in Exhibit IrAt (the ltDeveloperll), pertaining to the development and operation of the shopping center listed in Exhibit llAtl (the "Shopping Center") . Exhibit 'IA" also sets forth any agreements and amendments to the Operating Agreement (the "Agreementsl') entered into by the undersigned and the Operator with respect to the Shopping Center.
In connection with the proposed sale of 100% of the stock of CenterMark Properties, Inc. and related transactions, including mortgage financing, Operator has requested that the undersigned execute and deliver this estoppel certificate. The undersigned acknowledges that the Operator and all additional parties listed in Exhibit sB1l attached hereto and made a part hereof are relying on this estoppel certificate.
With such understanding, the undersigned hereby represents, warrants and confirms, on behalf of itself and its successors and assigns, for the benefit of Operator, and the additional parties named in Exhibit I'~" attached hereto and their respective successors and assigns that:
1. The undersigned is the holder of all right, title and interest under the Operating Agreement and the Agreements and has
Page 2
not assigned or transferred any of its rights or obligations under the Operating Agreement or the Agreements.
2. The Operating Agreement and the Agreements have been duly authorized, executed and delivered by the undersigned and are presently in full force and effect and, except as set forth in Exhibit "A" hereby, the Operating Agreement and the Agreements have not been amended or modified, and there are no other agreements between Operator and the undersigned related to the Shopping Center.
3. Except as set forth in Exhibit t8At@, there is, to the best knowledge of the undersigned, no default under the Operating Agreement or the Agreements and, to the best knowledge of the undersigned, the undersigned has no offset, charge, lien, claim, termination right or defense which currently exists under the Operating Agreement or the Agreements. The undersigned has no rights of termination or cancellation except as set forth in Exhibit "At' or upon default by the Operator.
4. Except as set forth in Exhibit "A", all amounts owing by undersigned to Operator or by Operator to undersigned have been paid.
5. The undersigned and the person or persons executing this estoppel certificate on behalf of the undersigned have the power and authority to render this estoppel certificate.
CITY OF CARLSBAD
By:
Name:
Title:
Date:
EXHIBIT "A"
I. OPERATOR: Plaza Camino Real, a California limited partnership in which CenterMark Properties, Inc. is general partner
II. SHOPPING CENTER: Plaza Camino Real, Carlsbad, California
III. DESCRIPTION OF OPERATING AGREEMENT: The Plaza Camino Real Public Parking Lot Operating Agreement
A. DATE: January 20, 1981
B. PARTIES: City of Carlsbad, The Parking Authority of The City of Carlsbad and Operator
C. AMENDMENTS: Supplement to The Plaza Camino Real Public Parking Lot Operating Agreement dated January 20, 1981.
IV. AGREEMENTS: Agreement Regarding Management, Operating and Maintenance of Plaza Camino Real Shopping Center Parking in Oceanside dated January 20, 1981.
V. LIENS, CLAIMS, OR OTHER CHARGES:
VI. OTHERMATTERS:
VII. CLAIMS AND OTHER MATTERS:
EXHIBIT *'B',
Plaza Camino Real
CenterMark Properties, Inc.
The Prudential Insurance Company of America
General Growth Properties, Inc.
Westfield Holdings Limited
Whitehall Street Real Estate Limited Partnership III