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HomeMy WebLinkAbout1985-08-06; City Council; Resolution 8132RESOLUTION 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 Au9Ust , 1985 by the following vote, to wit: AYES: Council JMrbers Casler, Iewis, Kulchin and Chick NOES: None ABSENT: Council Members Pettine ATTEST : u dl&%&/ ALETHA L. RAUT YIRS'T A$IETJDP*EErJT TO 6-PARTY AEIEPJDED AND RESTATED CONSTRUCTION, OPERATION AIJD RECIPROCAL FASE!'IFT?T ACIREEI"7ETJT' (PLAZA CAM1110 REAL) THIS FIRST AMENDMENT is made as of , 1385, by PLAZA CAMINO REAL, a California limited partnershin, of which MAY CENTERS, INC., a Missouri corporation, is the sole general partner, ( "Developerf1), THE RAY DEPARTMFNT STORES CODIPAPJY, a !Jew York corporation, (Vayf1j, J.C. PENIJEY CODiPAlJY, IIIC., a Delaware corporation, ("Penney") , SEARS ROEBUCK AND CO., a New York corporation ( "Sears"), FEDEKATED DEPAHTT'IEXT STORES, INC. , a Delaware corporation ("Pederated") , and CARTER HAWLEY I!ALE STORES, INC., a Delaware corporation, ('?Carter"). RECITALS Developer, Nay, Penney, Sears, Federated and C:erter entered into a 6-Party Amended and Restated Construction, Operation and Reciprocal Easement Agreement ("the REA") dated August 15, 1978, and recorded in the Office of the County Recorder of Sa.n Diego County, California, on August 15, 1978, in Book 1978, as Instrument No. 78-346427 The Parties hereto desire to amend 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 th3.t is defined in the REA shall be deemed to have the same meaning when it is used in this First Amendment, except when the context expressly states otherwise. 2. Developer and Carter hereby represent that the contingencies and conditions set forth in Sectlon 27.18 have been satisfied or are deemed to have been satisfied. Developer has conveyed the Carter Tract to Carter and Carter is presently the lessee of the-Carter Tract pursuant to a sale and leaseback of the Carter Tract in the rnarincr described in Section 1.3(2) of the REA. Sectioii 27.18 of tlie REA shall have no further force or ef feet. 3. Lot 29 of Carlsbad Tract T>Jo. 76-18 (Plaza Camino Rea1 Shopping Center) according to Map bio. 8956 filed in the Offfce of the County Recorder of the County of San Diego, State of California on August 11, 1978, heretofore a part of the Shopping Center Site, is hereby deleted 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 : "(C) Additional agreements and dociirnents relating to the Public Parking are: (1) Resolution No. 5499 of the Car>lsbad City Council August 3, 1978, approving Precise Plan PP24A. (2) Agreement dated November 8, 1978 between City of Oceanside and City of Ca.rlsbad for lease of Phase 11-0 Public Parking Land by Oceanside to Carlsbad. (3) Agreement dated November 8, 1978, between City of Oceanside and Developer for construction. by Devel- oper, conveyance to Oceanside and leasing to Carlsbad of Phase 11-0 Tublic Parking. (4) Grant Deed by Developer to the Parkin.g Authority of Lot 26 of Carlsbad Tract 76-18, dated tTovem- ber 17, 1978. (5) Fifth Supplement to Agreement for Expansion of Shopping Center among the City, the Parking Authority and Developer, dated 1'3venber 22, 1978. (6) Resolution No. 5676 of Carlsbad City Council, February 6, 1979, approving Precise Plan PP24B. (7) Resolution IJo. 6212 of Carlsbad City Council, June 17, 1980, approving Precise Plan PP24C. (8) Agreenerit between City o€' Oceanside and - Developer, dated , 1980, for re- location of Eueria Vista Channel and use of former creek bed land for parking. uses thereof. (10) Letter agreemcnt between Devel.opcr awl City of Oceanside, dated , 1980, regulating Oceanside's access to Punp Stattori tlirough the Shopping Center. (11) Grant Deed by City of Oceanside to Developer, dated December 18, 1980 of former creek bed land in Oceanside. (12) Grant Deed by Developer to the Parking Authority, dated December 11, Ig80, of forner creek hed, as well as Developer's rights of access to Oceanside Pump Station Site through ?hopping Center Site. (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 Parking Authority, dated December 31, 1980, of Lots 21 and 27 of Carlsbad Tract 76-18. (15) Public Parking Lot Operating Agreement, dated January 20, 1981, arnong City of Carlsbad, Parking Authority and Developer for operation of Phase I Public Parking and Phase I1 Public Parking. (16) Agreement dated January 20, 1381 anong City of Carlsbad, ParkinC: Autllority and Developer, for operation of Phase 11-0 Pub1.i~ Parking under Public Parking Operating Agrement. (17) Supplcmcnt to Piitilic Parking Lot Operating -. AgrDcenent, dated January 23, 19H1, among City of Carlsbad Parkin[: Ai1 thori ty arid Developer for - ogeration of forner creek bed land in Oceanside as Public Parkin(: under Public Parking Operating A Ere erne ri t . (18) Lease of Phase 11-0 Public Parking Land by City of Oceanside to Clty of Carl.sbad, dated January 30, 1981. -3- 5. Section 3.2(A) of tile RCA is hereby mended hj ctianginq the Planned Floor Area on the Federated Tract frorl 140,900 square feet to 125,000 square fedt. 6. Sectioii 11.3(D) of the REA is hereby mended by changing the first clause thereor to read: "Naintain at all tines on the Sho1>PiiIg Center Site, Parking Areas sufficient to provide at least -5.0 parking spaces per 1,000 square feet of Planned Floor Area of all Buildings on t?ie Shopping Center Site, 'I 7. For the purposes of Section 18.3 of the RTA, the Sears Store Opening Date is October 24, 1979. 8. For the purposes of Section 18.4 of the FEA, the Federated Store Opening Cate is October 2, 1980. 9. For the purposes of Section 18.5 of the REA, the Carter Store Opening Date is October 20, 1979. 10. Section 22.1 of the REA is amended to change the addresses for notices to the Parties, as follows: If to Developer: Plaza Camino Real c/o ?lay Centers, Inc. 611 Olive Street St. Louis, MO 63101 Attention: Chairman with a copy to: May Centers, Inc. 555 Mission Valley Center West San Diego, CA 92108 Attention: Regional rlanage r If to May: The Nay Department Stores Company 611 Olive Street St. Louis, NO. 63101 Attention: Vice-president, Real Estate with a copy to: Yay Cornparig of California 6160 Laurel Canyon Flvd. North J3olly~ood, California 91606-3247 At t ent ion: Chairman - 4- If to Penneg: J.C. Penney Company, Lnc. 1301 Avenue of the Americas New York, WY. 10019 Attention: Rea1 Estate 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 ent io n : Vi c e-P res i dent /C o nt ro 11 e r with a copy to: Sears Roebuck and Co. 900 South Fremont Avenue Alhambra, CA 91802 Attention: Executive Vice-president If to Federated: Federated Department Stores, Inc. 7 Vest 7th Street Cincinnati, OH. 45202 .Attention: Senior Vice-president, Real Estate with copies to: Federated Departnent Stores, Inc. 14000 Riverside Drive Sherman Oaks, CA 91423 Attention: Operating Vice-president and Bullo ck s 800 South Hope Street, 6th Floor Los Angeles, CA 90017 Attention: Chi,ef Executive Officer If to Carter: Carter Hawley Hale Stores, Inc. 550 South Flower Street Los Angeles, CA. 90071 Attention: Vice-President, Real Fstate-Legal 114 Article 28 of the REA is mended as follows: (1) The following caption is inserted before the - original paragraph: "28.1 Acquisition of' Farking Authority P rope r t y 'I . - (2) The following section is added to Article 28: R "28.2 Acquisition of Oceanside Property -5 - (A) Developer has completed the prrangements for the construction and oyera.tion of the Phase TI-0 Fublic Parking. In connection therewith, ?eveloper conveyed the ?hane 11-0 Public Parking Land to the City of' Oceanside, by Geed dated Deceinber 31, 1980, which reserved certain easements and other rights in the land for the benefit of the Sliopping Center Site, as well as the right in Developer or its siiccessors or assigns to terminate the estate of the grantee and to re-enter the land under California Civil Code Section 1109 in the event that grantee failed to fulfill the covenants of' the deed rcquiring the land to be dedicated perpetually to public use as 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, 1981, for a term of fifty years, from January 33, 1981 to January 29, 2031 (the "Oceanside Lease"). The terms of the Oceariside Lease grant to the lessee City of Carlsbad an option to purchase the Phase 11-0 Public Parking Land for One Dollar ($1.00) a,t any time on condition that the lessee has paid the lessor the required rental under the lease, i.e. $70,000.00 per year for the first ten years plus $1.00 per year for the remaining for5y years, totaling $700,040, (subject to reduction in the event that any change in State law reduces sales tax revenue from Plaza Camino Real to the lessee while providing for payment to lessor of a portion of such revenue). (E?) By an agreement ariong the City of Carlsbad, The Parking Authority and Developer, dated January 20, 1981 , Developer assumed all obligations of lessee under the Oceanside Lease, except the payment of rent, arid agreed to manage, operate end maintain the Phase 11-0 Public Parking under +,he Publlc Parking Operating Agrcernent. (C) By a Pqernorandura of Option between the City of Oceanside and Developer, dated TJovenber 8, 1978, the City of Oceaiiside granted Developer the right to buy the Tfiase 11-0 Public Parking Land on the same term and conditions as those -5- prescribed in the Oceanside Lease, if tlie City of Carlsbnd did not exercise that option prior to expiration of the term of the Oceanside Lease. (D-) Developer hereby covenants that, in the event the City of Carlsbad does not exercise the lessee's option to purchase, under the Oceanside Lease, prior to the expiration of its tern, Developer will purchase the Phase 11-0 Public P?rrking Land in accordance with the tcms of tlrie Plemorandun of Option described in paragraph (C) above, and rrlll nanage, operate and maintain it as Parking Area. in accordaiice with all relevant provisions of this Agreenent. " 12. Exhibit A Part 1, L,egSal Description of Shopping Center Site attached to the REA is hereby deleted and the new Exhibit A Part 1, Legal Description of' Shopping Center Site (Revised), attached hereto is substituted in its place. 13. Exhibit A Part 3, Legal Description of Phase 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 I3 Part 1, Legal Description of Portion of Developer Tract Owned by Developer Alone, attached to the FEA , is hereby deleted arid the new Exhibit B Part 1, Legal Description of Portion of Developer Tract Owned by Developer Alone (Revised) attached hereto is substituted in its place. 15. Exhibit €3 Part 3, Legal Description of Phase I1 Public Parking Land, attached to the REA, is 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 Tlan 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 (Pevisecl) attached hereto are substituted in' their place. Developer represents that it obtained all necessary approvals and permits from the City of Carlsbad, the City of Oceanside and all other governmental -7- authorities rvliich have jurLjdictLon ill the nntzeer (1) to relocate the channel to the position sho.crri on Fxhibit C attached her>eto, a?id has corwleted sucli relocation in accordpnce with such approvals and permits, and hereby indennifies ~11 other Parties hereto agains: any and all claim a.rising out of' such permits and the work of such relocation; arid (ii) to utilize the Public Parking Lands for automobile parking as shown on Exhibit C atta.ched hereto. 17. Exhibit G Part 2, Penneg's I?d,jacerit Parking, attached to the REA, is hereby deleted and the new Fxhlbit C- Part 2, Penney' s Ad. jacent Parking (Revised) attac5ed hereto is substituted in its place. 18. Exhibit G Part 5, Carter Adjacent Parking, attac!ied to the REA is hereby deleted and the new Exhibit G Pa.rt 5, Carter Ad jacerit 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-Ad jacent. Parking Areas (Revised) attached hereto is substituted in its place. 20. The REA shall continue in full force in accordance with its terms as amended by this First Amendment. IN WITNESS WHEREOF, each Party to the REA has caused its duly authorized officers to sign and seal this First Amendment as of the day and year first above written. PLAZA CAFlI?JO REAL A California Limited Partnership Ry:i*?ay Centers, In.c., a Missouri Corporation, General Partner ATTEST : Ry : Assistant Secretary Vice-P res ident THE MAY DEPARTMENT STORES COMPANY By: Vice-Pres ident ATTEST : Assistant Secretary J.C. PENNEY COMPANY, INC. ATTEST : By : Vice-president Assistant Secretary SEARS, ROEBUCK AND CO. By : Vice-president ATTEST: Assistant Secretary FEDERATED DEPARTMENT STORES, INC. By : Vi ce-P r es ident ATTEST : Assistant. Secretary CARTER HAWLEY HALE STORES, INC. By : Vice-president ATTEST : 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 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 acknowledqed to me that such corpbration executed the within instrument pur- suant to its by-laws or a resolution of its board of directors. Witness my hand and official seal STATE OF COUNTY OF ) 1 ss. On before me, the undersigned, , known to me (or proved to . a Notary Public in and for said State, pwsonally 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 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 J directors. Witness my hand and official seal # 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 1 COUNTY OF 1 ss. On before me, the undersigned, a Notary Public in and for said State, personally appeared me on the basis of satisEactory evidence) to be the President, and , known to me (or proved to me on the basis of satisfactory evidence) to be the , known to me (or proved to 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 arid oflicial scal ,P' , 'p Exhibit A, Part 1 (Revised) Legal Description of ShoDnina 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 Camino Real Shopping Center) according to Map No. 8956 filed in the Office of the County Recorder of said County on August 11, 1978. and The following lands in the City-of Oceanside, County of San Diego, State of California: Two parcels of land situated in the City of Oceanside, County of San Diego, State of California, being portions of the northeast quarter of Section 31, Township 11 south, Range 4 west described as follows: Beginning at the southeast corner of the north half of the northeast quarter of Section 31; thence along the south line of said north half, north 89°42'19"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°00t18" 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 71O38'56" west, 70.14 feet to a line parallel with and distant northwesterly 44.00 feet measured at right angles from that certain course here- inbefore described as having a bearing and a distance of "north 69°30'00" 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 71O38'56" west, 70.14 feet to a line parallel with and distant northwesterly 44.00 feet measured at right angles from that certain course here- inbefore described as having a bearing and a distance of "north 69°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. EXHIBIT A, PART 3 REVISED DECEMBER 11, 1984 Exhibit B - Part 1 Legal Description of Portion of Developer Tract Owned by Developer Alone (Revised) The following land in the City of Carlsbad, County of San Diego, State of California: Lots 2 through 6, inclusive, and Lots 13,17,23, and 28 of Carlsbad Tract No. CT-7618 (Plaza Camino Real Shopping Center) according to Map No. 8956 filed in the Office of the County Recorder of said County on August 11, 1978. EXHIBIT B - PART 1 Exhibit B - Part 3 Legal Description of Phase I1 Public Parking Land (Revised) The following land in the City of Carlsbad, 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 71O38'56" west, 70.14 feet to a line parallel with and distant northwesterly 44.00 feet measured at right angles from that certain course here- inbefore described as having a bearing and a distance of "north 69°30'0011 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 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 SnTJTTJ ~0'17'41" 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, 32.65YFEET; THENCE NORTH 64'43'20" EAST, 126.43 FEET; THENCE NORTH 54'22'20" EAST, 71.71 FEET; THENCE NORTH 74O16'29" EAST, 610.77 FEET; THENCE NORTH 09'59'17" WEST, 31.89 FEET; THENCE NORTH 74'30'00" EAST, 73.88 FEET TO THE BEGINNING OF A TANGENT SAID POINT BEING THE WESTERLY RIGHT OF WAY LINE OF HAYMAR DRIVE; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 70'30'00" A DISTANCE OF 116.89 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS 50.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 58'00'00" 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, 90.00 FEET; THENCE SOUTH 51'49'09'' WEST, 210.69 FEET; T'IEVCE SOUTH 70'00'00" WEST, 260.00 FEET; THENCE NORTH 87'30'00" WEST, 140.00 FEET; THENCE NORTH 80'57'51" WEST, 146.99 FEET; THENCE SOUTH 00'00'00" WEST, 50.00 FEET; THENCE NORTH 2Oo0O'OOt' 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°00'00~1 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 00'00'00" WEST, 13.67 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWEST-p ERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'OO" A DISTANCE OF 39.27 FEET; THENCE NORTH 9OoOO'0O" WEST, 2.38 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'OO" A DISTANCE OF 15.71 FEET; THENCE NORTH 00' EAST, 211.68 FEET TO THE TRUE POINT OF BEGINNING. and A PARCEL OF LAND SITUATE IN THE CITIES OF 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- BEGINNING AT THE SOUTHEAST 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" WEST, 123.94 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING .- __ ALONG TBE 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°30'00'1 WEST 65.00 FEET; THENCE NORTH 15O19'26" 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. --- CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 95.00 FEET, - ' CRIBED AS FOLLOWS: 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, By : Dated: Attest: 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 I RETIREMENT SYSTEM, as beneficiary of a deed of trust of the Penney Tract and assignee of lessor's interest in the lease of the Penney Tract, Dated: 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 CALIFORNIA PUDLIC EMPLOYEES RETIREMENT SYSTEM, as beneficiary of a deed of trust of the Carter Tract, assignee of lessor's interest in the 1.casc of the Carter Tract, and owner of a future interest in fee title of the Carter Tract, Attest: secretary . CONSENT AND SUBORDINATION The undersigned fee owners and lessors and beneficiaries of deeds of trust of portions of Plaza Camino Real Shopping Center hereby consent to the foregoing First Amendment to the REA and confirm that their respective interests as such owners and lessors and beneficiaries remain subject and subordinate to the REA as so amended. PLAZA CAMIN0 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: