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HomeMy WebLinkAbout2015-11-03; City Council; 22125; Estoppel Letter Plaza Camino Real Parking LotCITY OF CARLSBAD - AGENDA BILL 4 ABU 22,125 AUTHORIZE CITY MANAGER TO EXECUTE AN ESTOPPEL DEPT DlRECTORfyrr DATE: 11/03/2015 LETTER PERTAINING TO THE PLAZA CAMINO REAL PUBLIC PARKING LOT OPERATING AGREEMENT CITY ATTY. //^ DEPT. PW-PEM LETTER PERTAINING TO THE PLAZA CAMINO REAL PUBLIC PARKING LOT OPERATING AGREEMENT CITYMGR. RECOMMENDED ACTION: Adopt Resolution No. 2015-270 authorizing the City Manager to execute an estoppel letter pertaining to the Plaza Camino Real Public Parking Lot Operating Agreement. ITEM EXPLANATION: The City of Carlsbad owns several parcels adjacent to the Plaza Camino Real shopping center, commonly known as Westfield Carlsbad. The parcels are currently improved as parking lots and serve as public parking for the Westfield Mall. The parking lots are governed by an Agreement dated Jan. 20,1981 between the City of Carlsbad, the Parking Authority ofthe City of Carlsbad, and Plaza Camino Real, a limited partnership; regarding management, operation and maintenance of Plaza Camino Real Shopping Center parking areas. The city has received a request from Westfield, LLC to execute an estoppel letter pertaining to the aforementioned parking agreements. The purpose of the estoppel letter is to verify the terms of the Agreement in anticipation of the transfer of Westfield Carlsbad to Rouse Properties L.P. City staff including the City Attorney's Office have reviewed the contents of the requested estoppel letter and recommend that the City Council authorize the City Manager to execute the letter. FISCAL IMPACT: There is no fiscal impact to the City of Carlsbad associated with the executing the estoppel letter. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. DEPARTMENT CONTACT: John Maashoff 760-434-2980 john.maashoff@carlsbadca.gov FOR CLERK USE. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUEDTO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • Authorize City Manager to Execute Estoppel Certificate November 03, 2015 Page 2 of 2 EXHIBITS: 1. Resolution No. 2015-270 authorizing the City Manager to execute an estoppel letter pertaining to the Plaza Camino Real Public Parking Lot Operating Agreement 2. Letter from Rory A. Packer, Associate General Counsel of Westfield, LLC, to City of Carlsbad (Oct. 9, 2015) 3. Estoppel Letter 1 RESOLUTION NO. 2015-270 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN ESTOPPEL LETTER PERTAINING TO THE PLAZA CAMINO REAL 4 PUBLIC PARKING LOT OPERATING AGREEMENT 5 " WHEREAS, The City of Carlsbad owns the parking lot surrounding the Plaza Camino Real 6 7 shopping center, commonly known as Westfield Carlsbad; and 8 WHEREAS, on Jan. 20, 1981, the City of Carlsbad, the parking authority of the City of ^ Carlsbad, and Plaza Camino Real, entered into Public Parking Lot Operating Agreement for the management, operation, and maintenance ofthe parking lots; and 11 WHEREAS, on Sept. 10, 1996, the City of Carlsbad adopted Resolution No. 96-294 12 dissolving the Parking Authority ofthe City of Carlsbad and the City of Carlsbad was the successor 14 to all rights and obligations of the Parking Authority under the Public Parking Lot Operating 15 Agreement; and 1^ WHEREAS, Westfield, LLC has requested the City of Carlsbad execute an estoppel letter pertaining to the Public Parking Lot Operating Agreement; and WHEREAS, staff and the City Attorney's Office have reviewed the estoppel letter and validated the statements included in said letter. 17 18 19 20 21 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, 22 as follows that: 1. The above recitations are true and correct. 2. That the City Manager is authorized to execute the estoppel letter 23 24 25 26 27 28 // 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 3'^'' day of November, 2015, by the following vote to wit: AYES: NOES: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. ABSENT: None. MATT HALL, Mayor ATTEST: BARBARA ENGLESON, Citf Clerk .rjlHill,, (SEAL) ^o^>SBAo'^'.,, WBStneld, LLC 2049 Century Paric East, 41" Floor LosAngeles, CalHornia 90067 (310) 478-4456 Rory A. Packer Associale General Counsel Direcl Line: (310) 445.2425 e-Mail: rpacker@)tatfield.com Via Federal Express October 9,2015 CityofCarlsbad 1200 Carlsbad Village Drive Carlsbad, Califomia 92008 Attn: Cify Clerk CityofCarlsbad 1200 Carlsbad Village Drive Carlsbad, Califomia 92008 Attn: City Attomey CityofCarlsbad 1200 Carlsbad Village Drive • Carlsbad, Califomia 92008 Attn: Kathy Dodson Acting City Manager CityofCarlsbad 1200 Carlsbad Village Drive Carlsbad, California 92008 . Attn: Parking Authorily Re: Plaza Camino Real, Carlsbad, CA ("Shopping Center") Dear ILadies and Gentlemen: Please be advised that Plaza Camino Real and its affiliates ("Developer") has agreed to transfer all of its right, title and interest in the subject Shopping Cenfer to Rouse Properties L.P. and RPI Carlsbad, L.P. (collectively, the "Purchaser"). As a requnement to fhis transaction the parties require the execution of an estoppel certificate pertaining to the parking agreements of which the Cify of Carlsbad and tlie Parking Authority of the City of Carlsbad are a party. Enclosed herewith are (3) estoppel certificates to be executed by the City of Carlsbad and by the Parking Authority of the City of Carlsbad. Please review the estoppel certificates and correct any inaccuracies you raay find. Please retum two (2) original executed counterparts ofthe estoppel certificates to the undersigned. This transaction is scheduled to close October 30,2015. Your cooperation in expediting this matter would greatly be appreciated. Ifyou have any questions please contact the undersigned at (310) 445-6850. Sincerely. Enclosures cc: Aline Taireh Stephen Fleur 6 ESTOPPEL LETTER _,2015 To: Plaza Camino Real (together with its successors and assigns) c/o Westfield, LLC 2049 Century Park East, 41'* Floor Los Angeles, CA 90067 Attention: Real Estate Counsel [ ] (together with its successors and assigns)! c/o Rouse Properties, Inc. 1114 Avenue of the America, Suite 2800 New York, New York 10036-7703 Attention: Susan Elman Re: The shopping center located ipi Carlsbad, CA and commonly known as "Westfield Carlsbad" (the "Shoppmg 9fenter") Gentlemen: The undersigned is a ™6ty to that certain PUBLIC PARKING LOT OPERATING AGREEMENT, dated Janua^ 20, 1981 by and among the City ofCarlsbad ("City"), the Parking Authority of the (City of Carlsbad ("Parking Authority") and Plaza Camino Real, a Califomia lirnited partnership ("Operator"), as supplemented by an AGREEMENT REGAR1)ING MANAGEMENT, OPERATION AND MAINTENANCE of Plaza Camino Real/Shopping Center Parking Area in Oceanside, dated January 20, 1981, among City, pZrking Authority and Operator, and by SUPPLEMENT TO THE PLAZA CAMINO REAL PUBLIC PARKING LOT AGREEMENT, dated January 20, 1981, among Cit/ Parking Authority and Operator (collectively, the "Operating Agreement"). Each of the imdersigned hereby states, declares, represents and certifies to the addressee(s) of this Estoppel Letter, as of the date hereof, as follows: 1. Ifie undersigned does hereby certify that it is a party to the Operating Agreement pertaining to the Shopping Center. rhe Operating Agreement has not been supplemented, modified, assigned or amended, and is in full force and effect. ACTIVE 209918910 Parking Operating Agreement Estoppel G 3. The term ofthe Operating Agreement commenced on January 20, 1981 and expiies on January 19,2031. 4. To the best ofthe undersigned's knowledge and behef, no default exists under the Operating Agreement which default has not been cuxed, and there are no circumstances that with the passage of time or giving oMotice, or both, would constitute a default by any party thereto in fhe performance of any of the terms, conditions and/or covenants under the Operating Agreement. 5. The parking lots at the Shopping Center subjec/to the Operatuig Agreement are described in (1) that certain Lease Agre^ent between the City and the Pai-king Authority, dated August 21, 1969, ^2) that certain Lease Agreement between the City and the Parkuig Authorily, dated December 29, 1980, and (3) that certain Agreement Regardmg Management, Operation and Maintenance of Plaza Camino Real/Shopprng Center Parking Area m Oceanside, dated January 20, 198l/by and among the City, the Parking Authority and Operator. This Estoppel Letter may be relied upon byyOperator, any assignee of Operator's interest in the Operating Agreement, and Operator^ and/or such assignee's lender. This Estoppel Letter may be executed/in multiple counterparts, each of which shall be deemed an original, but all of which/taken together, shall constitute one and the same instrument. The parties hereto, incmding any reliance party, ,agree to accept a digital image of this Estoppel Letter, a/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 deUvery of same py the parties hereto. [signatures follow] ACTIVE 209918910 Parking Operating Agreement Estoppel -1 m WITNESS WHEREOF, the City and Parking Authority have executed this Estoppel Letter as of the date first above written. CITY: CITY OF CARLSBAD By: Name: Title: PARKING AUTHORITY: PARKING AUTHORITY OF THE CITY OF CARLS;gAD By: Name: Title: ACTIVE 209918910 Parking Operating Agreement Estoppel ESTOPPEL LETTER Klovcmlg^ve, 4 .2015 To: Plaza Camino Real (together with its successors and assigns) c/o Westfield, LLC 2049 Century Park East, 41'' Floor Los Angeles, CA 90067 Attention: Real Estate Counsel RPI Carisbad, L.P., and ROUSE PROPERTIES L.P. (together with their successors and assigns) c/o Rouse Properties, Inc. 1114 Avenue 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 Carisbad" (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 Carisbad ("City"), the Parking Authority of the City of Carlsbad ("Parking Authority") and Plaza Camino Real, a Califomia 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 E,stoppel 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 / -i IN WITNESS WHEREOF, the City has executed this Estoppel Letter as of the date first above written. CITY: CITY OF CARLSBAD Name: Kathryn B. Dodson Title: Interim City Manager Approved as to form: Celia A. Brewer, City Attomey By: ACTIVE 209918910 Parking Operating Agreemenl Estoppel ^ ,^