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HomeMy WebLinkAbout1985-08-06; City Council; 3481-26; Consent & subordination to REA Plaza Camino Real'I 7 RECOMMENDED ACTION: C 0 e 3 2 i a i I I ( 1 The City Council adopt Resolution No. , authorizing the Mayor to execute the consent and subordination to the above referenced agreement on behalf of the City of Carlsbad. ITEM EXPLANATION Maycenters Inc. has asked that the City consent to an amendment to the Reciprocal Easement Agreement for the Plaza Camino Real shopping center. Attached is a memorandum from our office dated July 30, 1985 explaining the matter in detail. It is our recommendation that the City Council take the same action as indicated for the Parking Authority; that is, authorize the Mayor to execute the consent and subordination on behalf of the City except for the proposed curb cut by the Buena Vista Creek channel. If the City Council concurs your action is to adopt Resolution No. &e FISCAL IMPACT None EXHIBIT Memorandum from Cit Attorney with attachments Resolution No. ,f$3& 4 5 6 7 8 9 10 11 12 t 18 19 20 21 22 23 24 25 26 27 28 0 RESOLUTION NO. 8132 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING A CONSENT AND SUBORDINATION TO THE FIRST AMENDMENT TO 6-PARTY AMENDED AND RESTATED CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT (PLAZA CAMINO REAL). ~~~~~ ~~ The City Council of the City of Carlsbad, California, does resolve as follows: 1. That the consent and subordination by the City of Carlsbad to the First Amendment to 6-Party Amended and Restated Construction, Operation and Reciprocal Easement Agreement (Plaza Camino Real), a copy of which is attached hereto marked Exhibit "2" and made a part hereof, is hereby approved. 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute said agreement for and on behalf of the City of Carlsbad. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 6th day of AuWSt , 1985 by the following vote, to wit: AYES: Council Menbers Casler, bwk, Kulchin and Chick ATTEST: , SLER, Mayor &, d@&L ALETHA L. RAUTENKRANZ, City A FIRST AN!YDP"?N? TO 6-PARTY AIIKiIDED AND RESTATED CORSTRUCTION, OPERATIOll A.I!D RECIPROCAL FASZ~IFPIT AGRECr'YTJ'? (PLAZA CAE,?ItlO PEAL) TIIIS FIRST A1ICLIDTIENT io made as of 3 1355, by PLAZA CAMIElO REAL, a California limited partnershin, of whic5 MAY CENTERS, IPIC., a Ylssouri corporation, is the sole general partner, ( "Developer" ) , THE KAY DEPARTMFIJT STORES COMPACJ'I, a Hew fork corporation, ( "Ilay" i , J. C . PENNEY COEiPANY , ITJC. , a Delaware corporation, ( "Penney") , SEARS ROEBUCK AND CO., a FJew Ttork corporation (ttSears"), FEDELtATED DEPAHTMEXT STORES, IKC. , a Delaware corporation ("Bederated") , and CARTER HAWLEY [!ALE STORES, INC., a DelarJare corporation, ("Carter"). RECITALS Developer, Play, Penney, Sears, Federated and (Iprter entered into a 6-Party Amended and Restated Construction, Operation and Reciprocal Easement Agreement ("the REA") dated August 15, 1978, and recorded in the Ofrice of the County Eecorder of San Diego County, California, on August 15, 1978, In Book 1978, as Instrument !lo. 78-31\6927. The Parties hereto deslre to anelend the REA. Accord- ingly, 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 sane meaning when it Is used in this First Amendment, except when the context expressly states otherwise. 2. Developer and Carter hereby represent that the contingencies and conditions set forth in 3ection 27.18 have been satisfied or are deemed to have heen satisfied. Peveloper has conveyed the Carter Tract to Carter and Carter 13 presently the lessee of the -Carter Tract pursuant to a sale and leaseback of tha Carter Tract in the manner descrlhcd in Section 1.3(2) of the REA. Sectioti 27.18 of tlie REA shall have no further force or effect . .- 3. Lot 29 of Carlsbad Tract 110. 76-18 (Plaza Canino ~leai Shopping Center) according to Map Eio. 8956 filed in the Office of the County Recorder of the County of San Piem, State of California on Aucust 11, 1978, heretofore a part of the ShoppinF: Center Site, is hereby deleted fron the Shopping Center Site and it is hereby released from all the easenents, covenants and conditions placed thereon pursuant to the .REA. 4. The following paragraph is added to Section 2.2 of the REA : "((3) Additional agreements and doctimnts relating to the Public Parking are: Resolution No. 5493 of the Carlsbad City Council August 3, 1973, approvine: Precise Plan PP24A. Agreement dated Hovember 8, 1'378 between City of Oceanside and City of Carlsbad for lease of Phase 11-0 Public Parking Land by Oceanside to Carlsbad. Agreement dated November 8, 1978, between City of Oceanaide and Developer for construction by Devel- oper, conveyance to Oceanside and leasine to Carlsbad of Phase 11-0 Tubllc Parking. Grant Deed by Developer to the Parking Authority of Lot 26 of Carlsbad Trdct 76-18, dated 'Frclvem- her 17, 1978. Fifth Supplement to Agreement for Expansion of Shopping Center among the City, the Parking Authority and Developer, dated ! vexber 22, 1970. Resolution No. 5676 of Carlsbad City Council, February 6, 15179, approving Precise Plan PP24B. Resolution ~Jo. 6212 of Carlsbad City Council, June 17, 1980, approving Precise Plan PP24C. Aereenent; between City of Oceanside and - Reveloper, dated , 1990, for re- location of Eueria Vista Channel and use of former creek bed land for parkinu. I' L thereto throuph t.tic 2liopplnL: Ccntcr- for conmerc tal uses thereof. (10) Letter agrecncnt bctuecn Devclopcr and City of Oceanside, datcd , 1980, rcfylatinp, Oceanside's access to Punp Statim t!irough tlie Shopping Center. (11) Grant Deed by City of Oceanside to Developer, dated Decenher 18, 1980 of former creek bed land in Oceanside. Grant Deed by Developer to tlie Parking Authnrity, dated December 11, 1980, of forner creek bed, 88 well as Developer's rights of access to Oceanside Pump :S tat ion Site through :hopping Center Site. (12) (13) Grant Deed by Developer to City of Oceanside, December 31, 1980, of Phase 11-0 Public Parking Land. (14) Grant Deed by Developer to Parkinp: Authority, dated December 31, 1980, of Lots 21 and 27 of Carlsbad Tract 76-18. (15) Publlc Parking Lot Operating Agreement, dated January 20, 1981, arnang City of Carlsbad, Parking Authority and Developer for operation of Phase I Public Parking and Pliaae I1 Ptiblic Parking. (lh) Agreement dated January 20, 19Sl anong City of Carlsbad, Parking Authority and Developer, for operation of Phase 11-0 Public Parking under Public Parkiny, OperatinC Agrement. (17) Supplcncnt to Piililic Parking Lot Operating Agr*ctmcnt, dated January 23, 1981, among City of Carlsbad, ParkinC: Aiithority arid Developer for operation of forner creek bed larid in Occanslde as Public Parkinl: under Public Pz!rl:.lng operating Agrcenerit. (18) Lease of Ptlmr? 11-0 Public Parkinl: Land by City of Oceanaide to City of Carl.shad, dated January 30, 1981. -7- d/ . +' 5. Section 3.2(C,) of tile RCA is herehg anendcrl h:l CiianginP; the Planned Floor Area on the Federated Trsct frori 140,900 square feet to 125,OUO square feGt. 6. Sectioti ll.3(D) of the REA is hereby mended by chan=;ing the first clause thereof' to read: I I "Naintain at all tines on the Shoppiiig Center Site, Parking Arcas sufficient to provide at least .5.0 parking spaces per 1,000 sauare feet of Planned Floor Are* of all Buildings on the Shopping Center Site," i t 7. For the purposes of Sectiori 18.3 of the RrA, the Sears Store Opening Date is October 24, 1979. 8. For the purposes of Section 18.4 of the PEA, the Federated Store Opening Cate is October 2, 1980. 9. For t!ie 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 Camlno Real c/o Play Centers , Inc. 611 Olive Street St. Louis, MO 63101 Attention: Cha.irman with a copy to: May Centers, Inc. 555 Mission Valley Center West San Diego, CA 92108 Attention: Regional Ilanager If to Nay: The fTay Departnent Stores Cornpany 611 Olive Street St. Louis, KO. 63101 Attention: Vice-President, Real Estate with a copy to: Yay Company of California 6160 Laurel Canyon Plvd. - North Follyrrood, California 91606-3247 At t ent ion: Clia i rman _^. If to Penneg: J.C. Pennay Cor;pany, Tnc. 1301 Avenue of the American New York, FIY. 10019 Attention: 3enl Fstate Counsel with a copy to: J.C. Penney Company, Inc. P.O. box 4015 Eueria Park, CA 90624 Attention: Real Estate Counsel If to Sears: Sears Roebuck and Co. Sears Tower Chicago, IL 60684 At t en t io n : ’Ji c e-P re s id en t /Con t ro 1 1 e r with a copy to: Sears Roebuck and Go. 900 South Frenont Avenue Alhambra, CA 91802 Attention: Executive Vice-President If to Federated: with and Federated Department Stores, Inc. 7 West 7th Street Cincinnati, OH. 45202 copies to : Federated Departnerit Stores, Inc. 14000 Riverside Drive Sherman Oaks, CA 91423 Attention: Senior Vice-president , Real Estate Attention: Operating Vice-President Bullock s 800 South Kope Street, 6th Floor Los Angeles, CA 90017 At tent ion: Chief Executive Officer If to Carter: Carter Hawley Hale Stores, Inc. 550 South Flower Street Los AnReles, CA. 90071 Attention: Vice-President , Rea1 Patate-Legal 11, Article 28 of tlie REA is mended as follows: (1) The following caption is Inserted before the - original paragraph: “28.1 Acquisition of Parkinfi Authority Property ‘I . (2) The following section is added to Article 28: “28.2 Acquisition of Oceanside Property -5 - (A) Developer has conp1el;ed the ?rranc;ericn:..i fqr the construction and operation of the Ptlase TI4 Public Parking. In connection therewith, 9eveloper conveyed the ?bane 11-0 Public Parking Land to the City of Oceanside, by <:e4 dated Deceuber 31, 1980, which reserved certain easements and other rights in the land for the benefit of the Chopping Center Site, as well as the rit:ht in Developer or its siiccessors or asnigns 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 fulfill the covenants of' the deed requiring the land to be dedicated perpetually to public use a3 a parking lot available to the public. The City of Oceanside leased the Phase 11-0 Public Parking Land to the City of Carlsbad under a lease dated January 30, 1381, for a term of fifty years, fron January 30, 1981 to January 29, 2031 (the "Oceanside Lease"). City of Carlsbad an option to purchase the Phase 11-0 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, 1.e. $70,000.00 per year for the first ten years plus $1.00 per year for the renaining forfy years, totaling $700,040, (subject to reduction in the event that any change in State law reduces sales tax revenue from Plaza Canino Real to the lessee while providing for payment to lessor of a portion or such revenue). The terns of the Oceanside Lease grant to the iesnee (E) By an agreement along the Ci$y ef 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 11-0 Public Parking under the Public Parking Operating Agreenent. (C) By a I.lenorandun of Option between the CicIy of Oceanside and Developer, dated Xovenber 8, 1978, the City oP Oceatiside granted Developer t!ie right to buy the Phase 11-0 Public Parking Land on the sane terns and conditions as t!iose -5- prescribed in the Ocermside Lea:ie, if tlic Cltj of Csrlsbad rlid not exercise that option prior to expiration of the tern or the Oceanside Lease. (0.) Developer hereby covenants that, in the evciit the City of Carlsbad does not exercise the Lessee's option to purchase, under the Oceanside Lease, prior to the expiration of its tern, Developer will purchase the Phase TI-0 Ptihllc PPrlriiir: Land in accordance with the term of the Nemorandiin of Option described in paragraph (C) Pbove, and 11111 mnage, operate and maintalri it as Parking Area. in accordance with all relevant provisions of this Agreenent. 'I 12. Exhibit A Part 1, Lep;zl Description of Shopping Ccn:er 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 I1 Land attached to the REA is hereby deleted and the new Exhibit A Part 3, Legal Description of Phase I1 Land (Revised) attached hereto is substituted in its place. 14. Exhibit R Part 1, Legal Description of Portion of Developer Tract Owned by Developer Alone, attached to the PEA, is hereby deleted arid the new Exiiibit I3 Part 1, Legal Description of Po rtion of Developer Tract Owned by Developer Alone (Revised) attached hereto is substituted in its place. 15. Rxhibit A Part 3, Legal Description of Phase I1 Publlc Parking Land, attached to the REA, 13 hereby deleted and the new Exhibit B Part 3, Legal Description of Phase I1 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 (Pevised) attached hereto are substituted in' their place. Developer represents that it ottained all necessary approvals and pernits from the C1t:r of Carlabad, the City of Oceanside and all other pvarnnental -7- authorities idiich have jur:dd:ction 111 tlie rlnt:er (i) to relocate the channel to tlic position sliorni OI? rxhlbit f attached hereto, atid has conr)leted suc'i rolocation in acr: irrfpnce with such approvalz and permits, and hereby indennifies ~11 rjther Parties hereto agains: any and ell clains arising out of such permits and the uork or such relocation; arid (ii) to utilize the Public Parking Lands for automobile parking as shown on Exhibit, C attached hereto. 17. Exhibit G Part 2, Penney's Ad.jaceiit Parking, attached to the REA, is hereby deleted and the new Fxhihit G Part 2, Penney's Adjacent Parking (Reviseft) attached hereto Is substituted in its place. 18. Exhibit C Part 5, Carter Adjacent Parking, attached to the REA is hereby deleted and the new Exhibit G P?rt 5, Carter Adjacent Parking (Revised) attached hereto is substituted in its place. 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 accordznce with its terms as amended by this First Arnetidment. IN WITNESS WITREOF, each Party to the FFA ha3 caused its duly authorized officers to sign and seal this First Amendment as of the day and year first above written. PLAZA CAI~lIE.ICI REAL A California Limited Partnership Ry:i!ay Centers, IPC., a Missouri Corporation, General Partner ATTEST : Ry : Vice-P res ident Assistant Secretary THE MAY DEPARTNENT STORES COMPANY By: Vice-Pres ident ATTEST : Assistant Secretary J.C. PENNEY COMPANY, INC. By: Vice-president ATTEST: Assistant Secretary SEARS, ROEBUCK AND CO. ATTEST: Assistant Secretary FEDERATED DEPARTMENT STORES, INC . ATTEST: Assistant Secretary CARTER HAWLEY HALE STORES, INC. ATTEST : By : .. Vice-President By : Vice-president By : Vice-president ,. Assistant Secretary -9- STATE OF COUNTY OF 1 1 ss. 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 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 Secretary of the corporation that executed the within instrument STATE OF COUNTY OF 1 1 ss. On before me, the undersigned, , known to me (or proved to ' a Notary Public in and for said State, ptxsonally appeared me on the basis of satisfactory evidence) to be the President, and , known40 me (or proved to me on the basis of satisfactory evidence) to be the 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 Secretary of the corporation that executed the within instrument STATE OF COUNTY OF 1 1 ss. on , before me, the undersigned a Notary Public in and for said State, personally appeared on the basis of satisfactory evidence) to be the President, and I known to me (or proved to me on the basis of satisfactory evidence) to be the Secretary of MAY CENTERS, INC. 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 CAMINO REAL , a limited partnership, the partner- ship that executed the within 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. , known to me (or proved to me the corporation that executed the within -- - - -- . . . - STATE OF COUNTY OF 1 ) SS. 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 OP' 1 1 ss. on before me, the undersigned, a Notary Public in and €or said State, personally appeared 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 and known to me to he the pcrson(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 c7 resolution of its board of directors. Witness my hand and orticia1 scal , known to me (or proved to Secretary of the corporation thJt executed the within instrument Exhibit A, Part 1 (Rev: sed) Legal Description of Shomina Center Site 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 Carnino 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 89°42119"west, 325.70 feet to the true point of beginning; thence north 89°42119" west, 1150.70 feet; thence leaving said south line, north 46O36'53" east, 143.87 feet; thence north, 312.85 feet: thence north 88O0O118" east, 543.32 feet; thence north 89O41'28" east, 500.04 feet; thence south OO24'11" 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°30100" 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°30'00" east, 252.00 feet"; thence south 69°30'00" 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. EXHIBIT A, PART 1 REVISED JANUARY 8, 1985 Exhibit A - Part 3 Legal Description of Phase I1 Land (Revised) The following land in the City of Carlsbad, County of San Diego, State of California: Lots 14 and 15 and Lots.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 88°00*18" east, 543.32 feet; thence north 89O41'28" east, 500.04 feet: thence south 0°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°30'00" 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°30100" east, 252.00 feet"; thence south 69*30'00" 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. I . 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 c Exhibit B - Part 3 Legal Description of Phase I1 Public Parking Land (Revised 1 The following land in the City of Carfsbad, County of San Diego, 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 69'30'00" 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°30'00" east, 252.00 feet"; thence south 69'30'00'' west, 313.24 feet to a point in the northerly line of said Carlsbad Tract No. 76-18; thence south 89'42'19" east, 123.94 feet along said northerly line to the true point of beginning. EXHIBIT B - PART 3 *- EXHIBIT G, PART 2 PENNEY'S ADJACENT PARKING (Revised) A PARCEL OF LAND SITUATE IN THE CITY OF CARLSBAD, 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 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; THENCE ALONG THE SOUTH LINE OF SAID NORTH HALF NORTH 89'42'19" WEST, 370.70 FEET; THENCE SnlJ'W 0O017'41" WEST. 130.00 FEET; THENCE NORTH 83'52'33" EAST. 233.98 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 83'52'33" EAST, 32.65,;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 TANCENT SAID POINT BEING THE WESTERLY RIGHT OF WAY LINE OF HAYMAR 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 58'00'00" 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 5t049'09" WEST, 210.69 FEET; T'IDPCE SOUTH 70'00'00" WEST, 260.00 FEET; THENCE NORTH 67'30'00" WEST, 140.00 FEET; THENCE NORTH 80'57'51" WEST, 146.99 FEET; THENCE SOUTH 00'00'00" WEST, 50.00 FEET; TIIENCE 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 90'00'00" WEST. 185.24 FEET; THENCE NORTH 60'00'00" WEST, 90.00 FEET; THENCE NORTH 90°00'00'' WEST, 140.00 FEET TO THE BEGINNING 3F A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'00'' A DISTANCE OF 15.71 FEET; THENCE SOUTH OOooo'Oo~8 WEST, 13.67 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY UAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWEST- ERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'Oo" A DISTANCE OF 39.27 FEET; THENCE NORTH 90'00'00" 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 90'00'00" 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 CARLSBAD 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 FOLLOWS: BEGINNING AT THE SOUTHE.L.IT CORNER OF THE NORTH HALF OF THE NORTH- EAST QUARTER OF SECTION 31. TOWNSHIP 11 SOUTH, RANGE 4 WEST: THENCE ALONG THE SOUTH LINE OF SAID NORTH HALF NORTH 89'42'19" CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 95.00 FEET, DRIVE; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A WEST, 123.94 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING -_ ALONG TXE SOUTH LINE OF SAID NORTX HALF NORTH 89'42'19" WEST 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 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 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 69'30'06'' WEST 313.24 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT G, PART 2 (Revised) 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 beneficiaries remain subject and subordinate to the REA as so amended. MAY PROPERTIES, INC., as fee owner and lessor of the May Tract, Dated: By : Vice-president Attest: 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: Attest: By : Vice-president Assistant Secretary NEW MARJORAM ASSOCIATES, a New York general partnership, as fee owner and lessor of the Penney Tract, Dated: By : Partner Witness: Partner CORPORATE PROPERTY INVESTORS, a Massachusetts Business Trust, as lessee and sublessor of the Penney Tract Dated: By : Attest: STATE OF CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTPI, 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: By : President Attest: Secretary AMBOY ASSOCIATES, a Connecticut limited partnership, as fee owner and lessor of the Carter Tract, Dated: By: Witness : General Partner STATE OF CALIPORNIA PUULIC EMPLOYEES' RETIREMENT SYSTmf, as beneficiary of a deed of trust of the Carter Tract, assignee o€ lessor's interest in the lcasc of the Carter Tract, and owner of a future interest in fee title of the Carter Tract, Dated : By : pres id c 11 t Attest: Secretary .I CONSENT AND SUBORDINATION The undersigned fee owncrs 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 beneficiaries remain subject and subordinate to the REA as so amended. PLAZA WINO REAL, as fee owner and lessor of the Sears Tract, Dated: By: May Centers, 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 I 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: July 30, 1985 TO : Parking Authority FROM : City Attorney FIRST AMENDMENT TO 1978 SIX PARTY AMENDED AND RESTATED CONSTRUCTION OPERATION AND RECIPROCAL EASEMENT AGREEMENT FOR THE PLAZA CAMINO REAL SHOPPING CENTER (THE "REA") The principle document which governs the relationship among the private developers and the major stores at the Plaza Camino Real shopping center is the REA. Since the time it was signed a number of changes have taken place in the way the shopping center has actually developed. MayCenters Inc. the developer, on behalf of the five major property owners May Company, J. C. Penney, Sears, Federated and Carter, have asked that all of the changes be recognized and incorporated into a First Amendment to the REA. Attached as Exhibit 1 is a letter dated June 21, 1985 from MayCenters outlining the changes in the REA contained in the First Amendment. Attached as Exhibit 2 is a copy of the proposed First Amendment. To complete the execution of the First Amendment to the REA it is necessary that the Parking Authority and the City of Carlsbad consent and agree to subordinate. That is required because the Parking Authority is a fee owner of portions of the affected property and a leasor of other portions. The City of Carlsbad, in turn, is the leasee of the Parking Authority's property. We have reviewed the documents in detail and, with one exception, do not have any concerns. The one problem has to do with a curb cut which is shown in the portion of the parking lot located in the City of Oceanside immediately adjacent to the Buena Vista Creek channel. This curb cut would accommodate a bridge over the channel and facilitate the development of the adjacent property in Oceanside. This development would take all of its access through Carlsbad and across Parking Authority property. That presents significant problems for the City - no traffic analysis has been done; the City Council has not looked at or approved any development of the property and no environmental review has been accomplished. Under those circumstances it is not legally possible for the Parking Authority to consent to that change in the parking lot. These concerns have been communicated to MayCenters, Inc. and Hughes Investment, who is the proposed developer. We think the matter can be ultimately resolved. However, because of the extensive logistics involved in getting the REA amended, we are recommending that the Parking Authority approve the REA and authorize the chairman of the Authority to execute the consent and subordination on behalf of the Authority provided the curb cut to the Buena Vista Creek channel from the Carter adjacent parking area as shown on -2- Exhibits G and J, items 18 and 19 of the REA agreement is removed, or the matter is otherwise resolved to eliminate the concerns of the City to the satisfaction of the City Attorney. We have asked the City Clerk to call a special meeting of the Parking Authority to consider the REA. We will attend that meeting and be prepared to answer any questions. In the meantime, please let us know if you need any additional information. VINCENT F. BIONDO, JR. City Attorney rmh attachment June 21, 1985 THE PARKING AUTHORITY OF THE CITY OF CARLSBAD THE CITY OF CARLSBAD, CALIFORNIA JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY NEW MARJORAM ASSOCIATES CORPORATE PROPERTY INVESTORS STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM METROPOLITAN LIFE INSURANCE COMPANY AMBOY ASSOCIATES Re: Plaza Camino Real Shopping Center Carlsbad, California Please be advised that the parties to the 1978 Six-Party Amended and Restated Construction, Operation and Reciprocal Easement Agreement for the above Shopping Center (the "REA") have agreed to various changes in the REA, which are embodied in the enclosed First Amendment. Since each of you holds an interest in some portion of the Shopping Center, either as an owner of fee title, or as a lessor or lessee, or as the beneficiary of a deed of trust, the parties to the agreement desire your consent and confirmation of the continued primacy of their respective rights under the REA as so amended, and a form of such consent is annexed to the First Amendment. This First Amendment (1) Confirms that the proposed sale of a portion of the Center to Carter Hawley Hale did in fact occur, and that Carter Hawley Hale has placed its Broadway Store in the Center, (2) Confirms that Developer improved additional parking land bordering the Center, immediately north of The Broadway and Sears Stores, in the City of Oceanside, (the "Oceanside Parking Area"), added it to the Center parking and arranged for its lease by the City of Oceanside to the City of Carlsbad, (3) Obligates Developer to purchase the Oceanside Parking Area to preserve it as parking for the Center, in the event that the City of Carlsbad fails to exercise its'option to do so, (4) Confirms that Developer relocated the Buena Vista Creek channel to a more northerly location to make possible the placing of the Oceanside Parking Area contiguously with the rest of the Center parking, T 11 NayCenters. 'IT 10738 West Pic0 Boulevard Los Angeles California 90064 (213) 475-3501 (5) Deletes Lot 29 from the Center. Lot 29 is a narrow strip of land at the westerly end of the Center. It was paved and added to the Center parking in 1979 to assure that, on the opening of the Sears and The Broadway Stores, the Center would have sufficient parking to meet the required parking ratio, before Developer ob- tained approval of the City of Oceanside for the relocation of the channel and the improvement of the Oceanside Parking Area as addit- ional Center parking, (6) Raises the required parking ratio from 4.76 cars per: 1,000 square feet to 5.0,"based in part on Federated's reduction of the limit of any future expansion of the Bullock's Store. (7) Substitutes revised drawings to conform the REA to the new facts of The Broadway's placement, the relocation of the channel, the en- largement of Penney's adjacent parking area, makes some other changes and notations of no great material significance, and lists the docu- ments which now govern the use of the expanded parking areas. Having accommodated the requirements of all the REA parties, to achieve the consensus embodied in this First Amendment, we request that you review it at this time. When we have received the signatures of the six REA parties, we shall send you a set of pages bearing such signatures, to be inserted in the enclosed copy of the First Amendment, and we shall then ask you to sign multiple copies of your consent and return them to us. I shall be pleased to supply any further information which you may request. SF : sa - cc: Jeremy Wisot, Esq. Lewis Pollard, Esq. Sheldon Halpern, Esq. Mr. Ken Hardie Mr. Larry Sidwell Carol Fasano, Esq. Mr. Thomas W. Rowe John V. Faltermeier, Esq. Mr. Jack Egbert Michael Wick, Esq. Mr. James A. Braun Alan E. Charlson, Esq. Encl s .