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HomeMy WebLinkAbout1975-11-04; City Council; Resolution 37792 3 4 5 6 7 8 9 10 FESOLUTION NO. 3779 The City Council of the City of Carlsbad, California, does hereby resolve as follows: 1. That that certain agreement between the City of Carlsbad, the Parking Authority and Plaza Camino Real for City participation in the Plaza Camino Real Expansion, a copy A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING AN AGREEMENT BETWEEN THE CITY OF CARLSBAD, THE PARKING AUTHORITY AND PLAZA CAMINO REAL FOR CITY PARTICIPATION IN THE PLAZA CAMINO REAL EXPANSION, AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT. 20 21 AYES: Councilmen Frazee, Chase, Lewis and NOES: Councilman Skotnicki Councilwoman Cas1 er l11/ of which is attached hereto as Exhibit A and made a part hereof, 0 12 // 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 4th day of November , 1975, by the following vote, I to wit: 22 I) 23 11 ABSENT: None 25 )I ATTEST: 1. ROBERT C. FRAZEE, Ma $ ,.-. a* -. b a AGREEMENT This Agreement is made this 5th . day of November I 1975 by and between the City of Carlsbad, California (the "City"), . the Parking Authority of the City of Carlsbad, (the "Parking Authority") and Plaza Camino Real, a California limited partner- ship ("Developer") . WITNESSETH WHEREAS, in 1969 and 1970, Developer opened Plaza Camino Real, a two-level enclosed mall regional shopping center (the "Center") situated in the City. The Center serves the City and surrounding areas through large May Co. and J. C. Penney depart- ment stores and approximate1.y 65 mall stores; and WHEREAS, Developer proposes to expand the Center "io the West, said expansion to result in the construction of a two-level Sears department store and a three-level Broadway department store, together with an extension of the two-level enclosed mall involving the construction of 130,000 square feet of new mall stores; and WHEREAS, such construction will necessitate an expansion of the public parking area owned by Authority which serves the .. existing center; and .' ' WHEREAS, City, the Parking Authority and the Developer desire to cooperate in the construction of additional parking facilities. NOW, TIIEREFORE, the Parties hereto agree as follows: .' ' .. * ' : - e e ,\ '\ I_. I ARTICLE I DEVELOPMENT PLANS AND APPROVALS 1.1 Incorporation of Site Plan. Attached to this Agreement as Exhibit A and made a pal hereof is a site plan of the Center prepared by Shuirman EL R< and bearing a last revision date of September 27, 1975 (the ' Plan"). Among other things, the Site Plan shows; (a) The existing department stores, mall stores and mall. (b) The public parking area now owned by the Par Authority (the "Existing Public Parking Area") . (c) The parking area in the Center that is pres€ owned by Developer. (d) Land to be added to the Center in connectior the expansion. (e) The location of the Sears and Broadway store the location of the extended enclosed mall and the location c the new mall stores. (f) The parking area in the Center to be acquire the Parking Authority under the terms of this Agreement, incl the proposed connection of the new public parking area to Jefferson Street (the "New Public Parking Area") * 1.2 Refinement of Site Plan. Developer, the City and the Parking Authority realize Site Plan may be refined as the planning process proceeds ant 1.1 c 'that this refinement may result in changes in building locations and sizes, tract sizes, the parking ratio, the location of interior roadways and so forth. No such change will impair the obligations of the Parties under this Agreement; provided, however, Developer shall make no change in .the'Site Plan unless it secures the City's consent to the change. City shall not unreasonably withhold its consent. 1.3 Gradincr and Preliminary Construction. Upon approval of this Agreement and after Developer has secured all necessary approvals including, but not limited to, I processing under Title 20 of the Carlsbad Municipal Code and a grading permit, grading for the project may be accomplished in accord with the Site Plan. Developer may'also construct the pro- posed connection of the New Public Parking Area to Jefferson Street. Such.construction shall be in accord with Permit No. F1336 issued by the San Diego Coast Regional Commission. 1.4 Precise Plan of Development. No building permit shall be issued for any use in the area covered by the Site Plan until City has approved a Precise Plan of Development pursuant to this Section. Developer shall prepare the plan and submit it to the Planning Department. The plan shall . be forwarded with recommendations to the City Council for their consideration and approval, conditional approval, modification or disapproval. The plan shall address the mitigation measures summarized in Planning Commission Resolution No. 1180 on file in *the Planning Department of City and incorporated by reference herein 1.2 .. .. or as more fully set out in Environmental Impact Report EIR-295 as certified by City on October 7, 1975. The development shall be subject to the standards required in the underlying zone. the Precise Plan of Development may impose conditions or require- ments that include provisions for, but are not limited to, setbacks, yards, open space, building height and bulk, fences, walls, sign regulati-ons, landscaping, grading, public dedications, public improvements, timing or phasing of development,. regulation of interior roadways, points of ingress and egress, environmental impact mitigation measures, and such other conditions deemed In addition the City Council in approving . necessary to insure the development conforms to the General Plan and other adopted policies, goals or objectives of the City. 1.3 .. , ARTICLE 2 NEW PUBLIC PARKING AREA 2.1 Upon their completion, Developer shall submit plans and specifications for the New Public Parking Area to the City for its approval. Construction of New Public Parking Area. - Developer will advertise for bids in accord with City procedures and upon receLpt of the bids, Developer will let the construction contract to the lowest responsible bidder after first securing the City's approval to such t letting. The construction contract will require completion of construction in accordance with the approved plans and specifi- cations within six months of the awarding of bids. 2.2 Connection to Jefferson Street. A portion of the New Public Parking Area will include a connection to Jefferson Street (herein called the "Marron Road Extension"), which will be located as shown on the Site Plan. The Marron Road Extension will include an appropriate realign- ment and traffic signalization of Jefferson Street at the Marron Road Extension - Jefferson Street intersection. Developer shall acquire the title to all property necessary for the Marron Road 'Extension prior to 'the commencement of construction. 2.3 Permit from Coastal Commission. The City is presently in receipt of a permit from the California Coastal Commission, No. F1336, which allows construction of the Marron Road Extension. On June 6, 1975 said permit was extended 2.1 .. .- I a- e for one year from the originai expiration date of the permit. Developer shall comply with all terms and.conditions of said per" t . P 2.4 Developer agrees to guarantee to City that the Owners of Equitable Contributions by'Adjoining Land Owners. property, which is not part of the New Public Parking Area,which will benefit from the construction of the New Public Parking Area, including the Marron Road Extension, Gill contribute to the costs thereof. Attached to this Agreement, as Exhibit B, and made a part hereof, is a map showing the proposed construction and identifying the benefiting properties. Prior to the conveyance of the New Public Parking Area to the Parking Authority in accord with Section 2.5 of the , Agreement, Developer shall furnish to City agreements in a form acceptable to City, providing for a contribution for curbs, gutter, sidewalks, one traffic lane, streetlights and waterline at an agreed cost of $45.00 per front foot from each owner of benefiting property as shown on Exhibit B, Said agreements shall be secured by a lien on each property in favor of City; the lien to be callable by City when development on the property occurs. For properties north of Marron Road development is defined as the application for any City permit for any portion of the property. For properties south of Marron Road development . is defined as the application for any City permit for activity 2.2 .. *' .* 8 a .in Units D, E & F of the Master Development Plan for Hosp Grove, Kamar Construction Co., Inc., dated, Revised December 9, 1969, on file in the office of the Planning Department of City and incorporated by reference herein. Any liens not called by City when this Agreement terminates shall be released by City. The amount to be paid by the Parking Authority pursuant to Section 2.5 of this Agreement shall be reduced by the amount of $ 45.00 per front foot for all,or any part of property to the north of Marron Road for which such agreement and lien are not forthcoming. , The Parties recognize that Developer may have more difficulty in securing the agreement required by this section from owners of the property to the south of the Marron Road Extension than from those to the north. Therefore, the amount ta be -,aid 5y the Parking Authority pursuant to Section 2.5 of this Agreement shall be reduced by the amount of $ for all or any part'of properties to the south of Marron Road. 11.25 per front foot . The properties south of Marron Road are identified on Exhibit B, as Assessor'sParcel Numbers 156-080-10, 156-080-11, 156-080-12, 156-080-14 and 156-080-15. The balance of the properties identified on Exhibit B shall constitute properties c north of Marron Road for the purposes of this section. 2.5 Conveyance of New Public Parking Area. Upon completion of the New Public Parking Area but prior to its use as a parking facility, Developer shall cause the New Public Parking,Area (i.e. land plus the paving and other improve- ments thereon) to be conveyed to the Parking Authority by grant deed, and the Darking Authority shall accept this conveyance. 2.3 .. .. .. The grant deed shall contain provisions similar in sabstance to those set out in the grant deed dated October 21, 1969, and recorded on October 21, 1969, with the San Diego County Recorder as Document No. 193480 whereby developer conveyed the existing public parking area to ‘the. Parking Authority - Upon the opening for business of the Sears and Broadway department stores and a majority of the new mall stores, when City has’ received and accepted the agreements contemplated by’section 2.4 of this Agreement, after the Parking Authority has sold bonds in accord- ance with Section 3.1 of this Agreemerit, and after the Lease and Maintenance Agreements have been exec‘uted in accordance with Sections 2.6 and 2.7 of this Agreement, the Parking Authority shall pay Developer as consideration for the conveyance an amount equal to the actuzl sums expended to construct the New Parking Area improvements but in no event more than the net proceeds of the bonds sold in accordance with Section 3.1 of this Agreement. 1 In the event that the Sears and Broadway department stores and the majority of other mall stores are not open for business within two years after completion of the New Public Parking Area, the Parking Authority shall reconvey the New Public Parking Area to Developer and this Agreement shall terminate. 2.6 Lease of New Public Parking Area. When it acquires the New Public Parking Area, the Parking Authority will immediately lease the same to the City under terms and conditions (except for the annual rent) similar to those set out in the instrument dated August 21, 1969 whereby the Parking 2.4 . I Authority leases the Existing Public Parking Area to the City. The annual rent paid by the City for the New Public Parking Area shall be sufficient to pay the principal o'f and interest on the bonds that will be sold by the Parking Authority in accordance with Section 3.1 of this Agreement. 2.7 Operation and Maintenance of Public Parking Areas. When the lease contemplated in Section 2.6 of this Agreement is operative the City shall enter into an agreement with the Developer for the operation and mainterlance of the New Public Parking Area. Lot Agreement may be amended to include within its scope the New Public Parking Area or the new Agreement may include the existing lot and the existing Agreement may be terminated. any event Developer will, for the duration of the new or amended Agreement, and subject to the terms thereof, agree to operate and maintain to City standards the New Public Parking Area and In the alternative, the existing Public Parking In r the existing Public Parking Area at no cost to the City or the Parking Authority. -2.8 Location of Broadway Store on Existing Public Parking Area. AS indicated on'the Site Plan, the southern portion of the Broadway store, as prop6sed, will be located on land that is presently a part of the Existing Public Parking Area. Before construction is commenced on the Broadway store arrangements acceptable to City and the Parking Authority must be made to convey such land to Developer. As a condition precedent to such conveyance, Developer shall convey to the Parking Authority by .* 2'. 5 grant deed, equivalent acreage elsewhere in the Center as shoT,\m on the Site Plan. Said acreage shall be at least equal in area ta the land conveyed by the Parking Authority and shall be improved by Developer in the same manner as the land conveyed by the Parking Authority and shall be of at least equal value and utility for parking purposes. I i 2.9 Marron Road Improvements. A portion of the Existing Public Parking Area which inter- . sects with El Camino Real is known as Marron Road, The connection of a portion of the New Public Parking Area known as the ivlarron Road Extension to Jefferson Street will open all of so-called Narron Road to through traffic and necessitate some improvements to the Road. Said improvements must deal effectively with traffic problems by controlling access between Marron Road and the balance of the Existing Public Parkiiig Area, and with pedestrian problems along Marron Road and between the theater on the south side of Marron Road and the Existing Public Parking Area. City shall accomplish an Engineering Study of the traffic and pedestrian problems. an independent consultant. request from City shall pay to City one half of the cost of said studyo ments necessary to mitigate the traffic and pedestrian problems. Developer upon receipt of a written request from City shall deposit. City may contract for such study with Developer upon receipt of a written City shall determine based on such study those improvc- one half of the estimated cost of the traffic improvements. city shall construct or cause the construction of said improvements. Upon completion City shall notify Developer of the cost of said improvements. deposit in excess of one half of the cost of said improvements. City shall return to Developer any part of his I - If one half of the cost of said improvement exceeds Developer's deposit, Developer upon written request from City shall pay the amount of such excess to City. Developer shall be responsible for all improvements necessary , to resolve pedestrian problems, which shall be accomplished to the satisfaction of City; provided the costs of such improvements, to be paid by Developer, shall not exceed the cost of a fully actuated signal interconnected to the signals at the intersection of Marron Road and El Camino Real. , The time for completion of all improvements required by this section shall be at the discretion of City. 2.7 .. .. ARTICLE 3 FINANCING OF NEW PUBLIC PARKING AREA 3.1 Sale of Bonds by Parkinq Authority. The Parking Authority will sell bonds in the face amount of $1,500,000.00 or such lesser amount as may be required to enable the Parking Authority to make the payment to Developer required by Section 2.5 o'f this Agreement. All expenses of the bond sale including, but not limited to, fees for Bond Counsel and a Financial Consultant will be paid by the Parking AuthoTity frorn the proceeds of the bond sale. The. Parking Authority will use the net bond,proceeds to purchase the New Public Parking Area in accord with Section 2.5 of this Agreement. The timing and manner of the bond sale shall Se at the discretion of the Parking Authority, provided the sale shall occur in a timely manner to enable Parking Authority to mzike the payment required by Section 2.5 of this Agreement. 3.2 Obligation to Place Bonds. If the Parking Authority is unable to sell the bonds, then Developer shall find a buyer for them. The buyer shall be entitled to purchase such bonds at the maximum interest rate permitted by law. f i 3.3 Revenues to Cover Debt Service on Bond Issues. If, on the last day of any fiscal year, the sales tax I revenues received by the City and attributablc to the Cctntcr arc less than the lease payments paid by City to the Parking Authority 3.1 ,. for the Existing Public Parking Area and for the New Public Parking Area, then Developer shall, on the request of the City, pay the City the difference between such amounts. If said tax revenues exceed said lease payments in any fiscal year subsequent to a year in which Developer is required to make a payment to the City pursuant to this section City shall reimburse Developer from such excess revenues but only to the extent that the cumula- tive revenues received by the City through such year exceed the cumulative debt service payments required by the bonds through , such year. Any obligation on the part of the City to make payments pursuant to this section shall terminate upon retire- ment of the bonds sold pursuant to this Agreement. 3.2 .. .. ARTICLE 4 CONDITIONS PRECEDENT 4.3. List of Conditions and Deadline Dates. The obligations of the City, the Parking Authority and Developer to proceed this Agreement are subject tc, the fulfill- ment of the following conditions. dition must be fulfilled is set out in the parenthetical clause immediately following the condition. The date by which each con- , (a) Developer delivers to the City a letter from . Sears, satisfactory to the City, wherein Sears commits itself to open a store in the expanded Center ( March 1, 1976 ). (b) The City and the Parking Authority receive from their counsel an-opinion stating that the transactions herein contemplated on the part of the City and the Parking -. Authority may be consummated under existing law ( . March 1, 1976 1. (c) All environmental impact reports and similar instruments relating to the expansion have been filed and all necessary governmental clearances, permits and so forth in connec- tion therewith have been issued to the City, the Parking Authority - or the Developer, as the case may be ( March 1, 1976 ). (a) Developer has in hand enforceable agreements whereby it or the Parking Authority can acquire title to the land underlying the new Public Parking Area including the Marron Road Extension ( March 1, 1976. )e 4.1 . .- (e) The Parking Authority receives a Ruling from the Internal Revenue Service stating that all interest paid on the bonds described in Section 3.1 will be exempt from federal income taxes (within 90 days-of the completion of all documents). (f) Developer delivers to the City and the Parking Authority a the schedule outlining the principal steps that will be taken to accomplish the expansion of the Center ( February 1, 1976 1- , When all Section 4.1 conditions have been satisfied, the Parties shall be obligated to proceed under this Agreement. Of the dates in this section may be modified by mutual agreement. The City Manager of City may execute on behalf of City my .meEd- anent to this Agreement necessary to accomplish said modification. Any Nothing < herein precludes any Party from waiving any Section ..4,P condition applicable to it or from proceeding to satisfy what Would otherwise be its obligations under other provisions of this Agreement before the Section 4.1 conditions are fulfilled; provided, however, in this latter event such Party shall proceed at its sole risk and expense. 4.2 Each Party shall immediately commence and shall thereafter c Reasonable Efforts to Satisfy Conditions. c continually exert reasonable and prudent efforts to cause those Section 4.1. conditions applicable to it to be satisfied on or before the applicable deadline dates; provided, however, no 4.2 & .failure to cause any of these conditions to be timely satisfied shall constitute a default under this Agreement. .4.3 Conditions of Termination.. - If the construction' of the New Public Parking Area, as pro- vided in Section 2.1 of the Agreement, is not completed within 5 years of the date of the execution of this Agreement, such Agree- ment shall terminate and be of no further force and effect. The provisions of the section shall be in r addition to any other conditions of termination provided in this Agreement. 4.3 .. .. ARTICLE 5 GENERAL PROVISIONS 5.1 Developer to Provide Funds to Implement Agreement. Developer shall pay all fees, charges and other out-of- pocket costs, except for'fees of attorneys and others who are directly retained by the City or the Parking Authority, incurred in implementing this Agreement. 5.2 Cooperation. Because of rapidly rising constFuction costs and other factors, time is of the essence of this Agreement and accordingly the'Parties shall make every reasonable effort to expedite the subject matter thereof. 5,3 Force Yzjeure. Developer shall be excused from performing its obligations hereunder to commence or complete construction by specified dates so long as performance is prevented or delayed by acts of God, * strikes or other causes not within Developer's control. - 5.4 Notices. All notices, correspondence and other communications to be made by any Party to this.Agreement shall be made as follows: City/Parking Authority Developer City Manager City of Carlsbad The May Stores Shopping Centers, Inc. 1200 Elm Avenue 10738 West Pic0 B1vd.-Suite 1 Carlsbad, CA 92008 Los Angeles, CA 90064 5.5 Counterparts. This Agreement may be executed in counterparts, and upon execution thereof by all of the Parties hereto, each such counter- 5.1 , part shall be deemed to be an original. 5.6 Termination, This Agreement shall terminate when the bonds sold in accordance with Section 3.1 of this Agreement are retired. IN WITNESS WHEREOF, the City, the Parking Authority and D2veloper have signed this Agreement as of the day and year first above written. * CITY OF CARLSBAD ATTEST : THE PARKING AUTHORITY OF THE CITY Partnership, By The May Stores Shopping Centers,Inc. Its General Partner ATTEST : APPROVED AS TO FORM: City Attorney V .. ..