HomeMy WebLinkAbout1986-07-22; City Council; Resolution 86991
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RESOLUTION NO. 8699
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA APPROVING AN ACQUISITION
AGREEMENT BETWEEN THE CITY OF CARLSBAD AND
VARIOUS PARTIES FOR HOSP GROVE.
The City Council of the City of Carlsbad, California
does hereby resolve as follows:
1. That certain acquisition agreement between the City
of Carlsbad and various parties for the acquisition of Hosp
Grove, a copy of which is attached hereto marked Exhibit A and
made a part hereof, is hereby approved.
2. That the Mayor of 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 thc
City Council of the City of Carlsbad, California, held on the
day of July , 1986 by the following vote,
to wit:
AYES: Council Members Casler, Lewis, Kulchin and Pettine
7c?#&?+dL
MARY H. ,/CASLER, Mayor
ATTEST:
ALETHA L. RAUTENKRANZ, City C1,drk
t
AGREEMENT FOR SETTLEMENT OF DISPUTES
AND MUTUAL RELEASES
(To be Delivered to Escrow
re Property Close of Escrow)
day of - THIS AGREEMENT is made and entered into this
July, 1986, by and between Grove Apartments Investment Co.
("Grove"), H.F.H., Ltd. ("H.F.H."), Harry J. L. Frank, Jr.
("Frank"), the Bernard Citron Trust ("Citron Trust") , Fred A.
Bartman, Jr. ("Bartman"), the Marital Trust under the Will of
William S. Bartman ("Marital Trust"), the Residuary Trust Under
the Will of William S. Bartman ("Residuary Trust"), Odmark
Development Company ("Odmark"), and the City of Carlsbad
("Carlsbad") .
I
FACTUAL RECITALS
1.0 This Agreement is entered into with reference to the
following facts:
1.1 Grove is and/or previously was the record owner of a
portion of certain real property located in the County of San
Diego (the "Grove Parcel"). The legal description of the Grove
Parcel is attached hereto as Exhibit "l", and incorporated herein
by this reference.
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.
.
1.2 For purposes of development, the Grove Parcel was
divided into sub-parcels A, B, C, D, and E, all as reflected on
the Master Plan of Development, approved by Carlsbad on or about
March 3, 1970.
1.3 Grove Sub-parcels B and C have already been developed.
Sub-parcels D and E have the following acreage, which Grove
previously intended to develop with residential units as follows:
D 16.085 acres 130 units
E 27.675 acres 240 units
1.4 Certain of the partners of Grove and HFH, Ltd. are the
record owners of certain real property located in the County of
San Diego ("Parcel "F"). The legal description of Parcel (F is
attached hereto as Exhibit "a", and incorporated herein by this
reference.
1.5 Parcel F consists of approximately 8.92 acres.
1.6. On or about October 9, 1964, a Grant of Easement of
Right-of-way from Rildan, Inc., a predecessor-in-interest to
plaintiff Grove Apartments Investment Co. ("Grove") to the City
of Carlsbad ("Carlsbad") and the Vista Sanitation District
("VSD"), as tenants in common ("Rildan Easement"), dated July 23,
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1964, was recorded in the office of the County Recorder, County
of San Diego, in Book 1964 at Page 184917.
1.7 On or about October 9, 1964, a Grant of Easement of
Right-of-way from Fawco, a partnership, Bernard Citron
("Citron"), and Harry J. L. Frank, Jr. ("Frank"), all
predecessors-in-interest to plaintiff Grove, to Carlsbad and VSD,
as tenants in common ("Fawco Easement"), dated July 23, 1964, was
recorded in the Office of the County Recorder, County of San
Diego, in Book 1964 at Page 184918.
1.8 On April 6, 1977, the City Council of Carlsbad adopted
Ordinance No. 7047 and Ordinance No. 7048, which Ordinances were
superseded by Ordinance No. 9518 creating Chapter 21.49 of the
Carlsbad Municipal Code and Ordinance No. 8073 creating Chapter
18.05 of the CMC, and which imposed a moratorium on the issuance
of building permits in Carlsbad and a moratorium on the
acceptance of applications for and granting of discretionary
approvals for development projects in Carlsbad.
1.9 On or about September 12, 1977, Grove Apartments
Investment Co. ("Grove"), a partnership, as successor in interest
to Rildan Inc., F.awco, Citron, and Frank, filed an action in the
Superior Court entitled "Grove Apartments Investment Co., a
partnership, v. City of Carlsbad, a Municipal Corporation, Vista
Sanitation District, a Public Corporation," being Civil Action
No. N 9052 in the Superior Court for the County of San Diego,
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North County Branch (hereinafter "Action No. N 9052"), seeking,
among other things, a judicial determination of its rights and
obligations under the Rildan and Fawco Easements and under
Ordinance Nos. 7047 and 7048, as amended and supplemented.
1.10 On or about July 31, 1978, pursuant to leave granted
by the Court therefor, Carlsbad filed a cross-complaint for
declaratory relief adding HFH, Ltd. ("HFH") and Kamar
Construction Company ("Kamar") as parties to this action.
1.11 The trial in the matter commenced in October 1978 and
continued thereafter, except where recessed, until November 20,
1978 when all sides rested, with the presentation of numerous
oral testimony and the introduction of voluminous exhibits by all
parties.
1.12 On November 21, 1978, the Court, after hearing
argument, issued certain tentative rulings, and ordered further
briefing in said action.
1.13 Subsequent to November 21, 1978, the parties and
others, after numerous meetings and other negotiations, entered
into an Agreement for Settlement of Lawsuit and Mutual Releases
(hereinafter the "Grove Settlement Agreement"), resolving, among
other things, all the issues in the action.
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1.14 Pursuant to said Grove Settlement Agreement the
parties stipulated to entry of a Judgment Pursuant to Stipulation
(hereinafter the "Grove Judgment") , which thereafter was duly
entered herein, and which provides for certain development rights
with regard to the property which is the subject matter thereof.
1.15 The Grove Judgment provides, among other things, that
the rights provided therein shall terminate after the 10th
anniversary of events more specifically referred to therein, such
that it could be contended that said rights would cease sometime
in late 1989.
1.16 Subsequent to the entry of the Grove Judgment, certain
of the real property which is the subject matter of the Grove
Judgment was developed.
1.17 In order to develop and/or cause the development of
certain remaining portions of the real property which is the
subject matter of the Grove Judgment, Grove entered into an
agreement with Odmark Development Company ("Odmark"), which, as
from time to time amended (the "Grove Odmark Agreement"),
provides for the sale to Odmark of Parcels D and E of the
property, Parcel E being comprised of sub-parcels E and E Prime.
1.18 Pursuant to the Grove/Odmark Agreement, Odmark
prepared certain designs and plans for a project involving the
construction upon Parcel E of 216 condominium units (the
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"proposed condominium project") 8 thus involving a project density
of 10.8 dwelling units ("dus") per acre, excluding designated
open space and 40% slopes.
1.19 Prior to January 22, 1986, Odmark submitted to the
Planning Department of the City of Carlsbad an Environmental/
Initial Study including numerous reports and supplemental reports
evaluating potential environmental impacts of and corresponding
mitigation measures for the proposed condominium project.
1.20 The Planning Director of the City of Carlsbad, after
determining that the proposed condominium project would not cause
any significant impacts because potential impacts had been
mitigated, issued a Mitigated Negative Declaration, dated January
26, 1986, which, on February 5, 1986, was recommended for
approval by the Planning Commission of the City of Carlsbad,
1-21 Odmark applied to the Planning Commission of the City
of Carlsbad €or approval of a two-lot tentative map and 216/unit
condominium permit with regard to the project.
1.22 By Planning Commission Resozution No. 2538, the
Planning Commission of the City of Carlsbad recommended approval
of a two-lot tentative map and 216-unit condominium permit for
the project.
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1.23 On March 18, 1986, the City Council of the City of
Carlsbad held a public hearing to consider the request by Odmark
to approve the tentative map and condominium unit permit, and
further to consider approving the Mitigated Negative Declaration
issued by the Planning Director and recommended for approval by
the Planning Commission.
1.24 A number of members of the public appeared at said
hearing to challenge the project, to advocate the acquisition by
the City of Parcels D, E, and F (or portions thereof) for
recreational purposes, and/or to question the conclusions of the
Planning Director and Planning Commission leading to the issuance
of the Mitigated Negative Declaration.
1.25 By Resolution No. 8468, the City Council of the City of
Carlsbad disapproved the Mitigated Negative Declaration, and
directed the preparation of an Environmental Impact Report for
said project.
1.26 In connection with said action, the City Council voted
to cause a review of both the General Plan and Hosp Grove Master
Plan, and to consider the possibility of acquiring some or all of
Parcels D, E and F.
1.27 Subsequent to the foregoing, Grove and Odmark placed
the City on notice of their position that the foregoing actions
of the City Council in disapproving the Mitigated Negative
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. L.
Declaration, requiring that an Environmental Impact Report to be
prepared concerning said project, causing the Hosp Grove Master
Plan and General Plan to be reviewed were unlawful and in
violation of their rights, including their rights to development
under the Judgment entered in this action.
1.28 Subsequent to the actions of the City Council
described hereinabove, members of the public have continued to
express a desire to attempt to acquire Parcels D, E and F, or
some portion thereof, for park and/or recreational purposes, and
Grove and Odmark have continued to assert their rights to develop
said parcels.
1.29 Since April, 1986, representatives of the City of
Carlsbad, Grove, and Odmark have met and otherwise communicated
on numerous occasions in order to resolve the disputes which
exist between them arising out of the foregoing.
1.30 On or about July -' 1986, Grove, H.F.H., the Vista
Sanitation District, Kamar Construction Company, and the City of
Carlsbad entered into a Stipulation for Entry of Revised
JQdgment in Civil Action No. N 9052, pursuant to which a Revised
Judgment Pursuant to Stipulation (the "Revised Grove Judgment")
has been or will be duly entered therein;
1.31 It is now the desire and intention of the Grove and
Odmark parties, on the one part, and the City of Carlsbad, on the
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other part, to compromise and resolve all of the disagreements
and disputes which exist or may exist between them arising out of
the foregoing, above, and also to resolve certain other matters.
Pursuant to and in accordance with this desire, and in considera-
tion of the promises and releases contained herein, the parties
agree as follows:
I1
RELEASES
2.0 Grove and Odmark, and each of them, do hereby release
and absolutely discharge the City of Carlsbad of and from any and
all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which Grove and/or
Odmark now have, own, or hold or at any time heretofore ever had,
owned or held based upon or arising out of any matter, cause,
fact, thing, act or omission whatever occurring or existing at
any time to and including the date hereof in connection with
their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the "Released Matters").
2.1 City of Carlsbad does hereby release and absolutely
discharge Grove and Odmark, and each of them, of and from any and
all claims, demands, damages, debts, liabilities, accounts,
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reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which the City of
Carlsbad now has, owns, or holds or at any time heretofore ever
had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof in connection
with their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the "Released Matters").
2.2 Grove does hereby release and absolutely discharge
Odmark of and from any and all claims, demands, damages, debts,
liabilities, accounts, reckonings, obligations, costs, expenses,
liens, actions and causes of action of every kind and nature
whatever, whether now known or unknown, suspected or unsuspected,
which Grove now has, owns, or holds or at any time heretofore
ever had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof (all of which
are hereinafter referred to as and included within the "Released
Matters") .
2.3 Odmark does hereby release and absolutely discharge
Grove of and from any and all claims, demands, damages, debts,
liabilities, accounts, reckonings, obligations, costs, expenses,
liens, actions and causes of action of every kind and nature
H JR18 : Agr -10-
whatever, whether now known or unknown, suspected or unsuspected,
which Odmark now has, owns, or holds or at any time heretofore
ever had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof (all of which
are hereinafter referred to as and included within the "Released
Matters").
2.4 The releases contained in this Agreement, and the
descriptions of the Released Matters, do not cover and should not
be deemed to purport to cover: .
A. ,Any of the rights, duties or obligations of any
party concerning E.D.U.'s or other sewer-related rights as
provided for in the Revised Grove Judgment and presently unused,
including, but not limited to, the rights to connect and the
obligations, if any, to pay for same:
B. Any of the rights, duties, or obligations of any
person or party under the Revised Grove Judgment or otherwise
concerning the real property referred to in the Revised Grove
Judgment as the "May Stores Non-Coastal Zone Commercial Parcel"
and/or the "May Stores Coastal Zone Commercial Parcel";
2.5 It is the intention of the parties in executing this
Agreement, that this Agreement shall be effective as a full and
final accord and satisfaction and general mutual release of and
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from all Released Matters, except only as otherwise expressly
provided in this Agreement. In furtherance of this intention,
each of the parties acknowledges that it is familiar with Section
1542 of the Civil Code of the State of California, which provides
as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his settle-
ment with the debtor."
Each of the parties waives and relinquishes any right or benefit
which it has or may have under Section 1542 of the Civil Code of
the State of California or any similar provision of the statutory
or non-statutory law of any other jurisdiction to the full extent
that it may lawfully waive all such rights and benefits
pertaining to the subject matter of this Agreement. In connec-
tion with such waiver and relinquishment, each of the parties
acknowledges that it is aware that it or its attorneys may
hereafter discover claims or facts in addition to or different
from those which it now knows or believes to exist with respect
to the subject matter of this Agreement or the other parties
hereto, but that it is its intention hereby fully, finally, and
forever to settle and release all of the Released Matters, known
and unknown, suspected or unsuspected, which now exist, may
exist, or heretofore have existed, between them.
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2.6 The parties hereto each warrant and represent to the
other that it is the sole and lawful owner of all right, title
and interest in and to all of the respective Released Matters and
that it has not heretofore, voluntarily, by operation of law or
otherwise, assigned or transferred or purported to assign and
transfer to any person whomsoever any Released Matter or any part
or portion thereof, or any claim, demand or right against the
other. Each of the parties shall indemnify and hold harmless the
other from and against any claim, demand, damage, debt,
liability, act, reckoning, obligation, cost, expense, lien,
action, or cause of action (including payment of attorneys’ fees
and costs actually incurred whether or not litigation be
commenced) based on or in connection with or arising out of any
such assignment or transfer or purported or claimed assignment or
transfer.
I11 .
BENEFICIARIES
3.0 This Agreement is not for the benefit of any person who
is not a party signatory hereto or specifically named a
beneficiary in this paragraph. The provisions of this Agreement
and the releases contained herein shal1,extend to and inure to
the benefit of, and be binding upon, in addition to the parties
hereto, just as if they had executed this Agreement: the
respective legal predecessors, successors and assigns of the
parties; each and every entity which now is or ever was a parent
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or subsidiary of Odmark; the respective past and present
officers, shareholders, officials, directors, partners,
employees, trustees, beneficiaries, and attorneys of the parties
and/or of each such parent or subsidiary entity, and their
respective legal successors and assigns; and each of the
foregoing.
IV.
GENERAL
4.1 This Agreement and the releases contained herein and
affect the settlement of claims which are denied and disputes
which are contested, and nothing contained herein shall be
construed as an admission by any party hereto of any liability of
any kind to any other party. Each party expressly denies that it
is in any way liable or indebted to any other party.
4.2 This Agreement and the Revised Judgment constitute and
contain the entire agreement and understanding concerning the
subject matter between the parties, set forth all promises and
inducements made by any party to any other party with respect to
any of the subject matter, and supersede and replace all prior
negotiations, proposed agreements or agreements, written or oral.
Each of the parties acknowledges to each of the other parties
that no other party nor any agent or attorney of any other party
has made any promise, representation or warranty whatsoever,
express or implied, written or oral, not contained herein
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concerning the subject matter hereof to induce it to execute this
Agreement, and each of the parties acknowledges that it has not
executed this Agreement in reliance on any promise,
representation or warranty not contained herein.
4.3 Each party acknowledges to each of the other parties
that it has been represented by independent legal counsel of his
own choice throughout all of the negotiations which preceded the
execution of this Agreement and that it has executed this
Agreement with the consent and on the advice of such independent
legal counsel. Each party further acknowledges that it and its
counsel have had adequate opportunity to make whatever
investigation or inquiry they may deem necessary or desirable in
connection with the subject matter of this instrument prior to
the execution hereof and the delivery and acceptance of the
consideration specified herein.
4.4 This Agreement and any other documents referred to
herein shall in all respects be interpreted, enforced and
governed by and under the laws of the State of California applic-
able to instruments, persons and transactions which have legal
contracts and relationships solely within the State of
California. Counsel for all parties have read and approved the
language of this Agreement. The language of this Agreement shall
be construed as a whole according to its fair meaning, and not
strictly for or against any of the parties.
.
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.. . - . . .- . . .-
4.5 As used in this Agreement, "personsg includes natural
persons, corporations, partnerships, joint ventures and any other
entity.
4.6 Whenever in this Agreement the context so requires, the
masculine gender shall be deemed to refer to and include the
feminine and neuter, and the singular to refer to and include the
plural .
4.7 This Agreement may be executed in counterparts and
shall become effective when all parties have executed and acknow-
ledged at least one counterpart and counterparts executed and
acknowledged by all parties have been delivered to counsel for
the parties.
4.8 The titles of the various articles of this Agreement
are used for convenience of reference only and are not intended
to and shall not in any way enlarge or diminish the rights or
obligations of the parties or affect the meaning or construction
of this document.
IN WITNESS WHEREOF, the parties hereto have set their hhnds
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and seals as of the day and year first written above.
GROVE APARTMENTS
a partnership
INVESTMENT co .
By :
Its:
H.F.H.# LTD.
By :
Its :
HARRY J. L. FRANK, JR.
BERNARD CITRON TRUST
Bv :
FRED A. BARTMAN, JR.
MARITAL TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN .
By :
Its:
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RESIDUARY TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
By:
Its:
ODMARK DEVELOPMENT CO. a corporation
THE CITY OF CARLSBAD
By:
Its:
APPROVED AS TO FORM AND CONTENT:
HAYUTIN, RUBINROIT, PRAW & KUPIETZKY
By : Howard J. Rubinroit
Attorneys for Grove Apartments Investment Co.; H.F.H., Ltd.; Harry J. L. Frank, Jr.; Bernard Citron Trust; Fred D. Bartman, Jr.; Marital Trust under the
Will of William S. 'Bartman, Residuary Trust under the Will of William S. Bartman
Vincent Biondo, Jr.
City Attorney, City of Carlsbad
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c
PETERSON, THELAN & PRICE
Attorneys for Odmark
Uevelopment Co.
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City of Carlobad, County of Son Oiogo, Steto of California. - according to Unitod Stotoo Covornmont Survoy, approvod December 29, 1870, deocribod on ~ollorot
All thot Portion of Soction 32, TllS, RhW, S.8.B.m. in tho . -
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Bobinning at 8 Point on tho line Of 88fd Siction SZ . dfotont thorean South 0*St*2OH Utoot, 414.76 font from the West quarter cornor of amid Section 32, thence South 09°18010n Eaet,
Section 32, conveyed by David 3. Olarron, Et A1 to Regfnmld borzun, by Omed doted July 2, 1921, ond rocordod 5n Book 051, Pago 476 of Ooodr; thonco Nprthorly olong reid*Escrt lfno Horth OoSGB2On t8ot# 134.53 feet to THE TRUE POINT OF 6CCItJt41,'rC; thence continuing
990.00 feot to Cast Ifno of that cortofn track of hnd in raid a.
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I North O0SG'2Oa tdat, 563.96 feet; thence North 77°1SoS1a~~sst, 630.72 fomt to e pofht on a non-tnngent curw toncove Northeatterly and hrvfng 8 tediuo or 2S63.00 foet, coid curve baing the South-
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-# westerly Right of Otay of otrip of land 126.00 foot in width grented to trio City of Carlobod by Ooad rocorded Ilnrch 11, 1966 undot Aocorder'n Fila CJo. 4224s for Public .Highway purpocm, 8 radial lfno to ooid point boeri South 76°22046w Pfeot, thence Southwmrterly along oaid curvtj thru m control an910 of 19.59'0P .an orc distance of 095.95 fort to point of cuip with curve ioncrvm Southorly md hrving a radium of 20.00 foot, redial kino to ooid point of cuap bemro north S6@23°4Sw C.;it# thence Mortherly end Perrtezly along the loot mentionad curvo thru 8 central angl'e of 600S3~27n an arc dirtanto of 51-03 feet, thence --
tangent to.oeid curva South 57°30'18a West, 91.62 feet to the beginning or 0 tongcct curve concava Northerly and having e radius of 330.00 fcct, thonco Masterly mlong odd curve thru cantrol angle or 6Ge?9ff1a an erc dirtanco of' 394.66 fort, thmco t8ngent to ooia CGVC Earth Sd000'42n leot, 196.3a feot to the
bmsinnlng of o tengent curve concaw Southoosterly enp having e radium of 4?0.00 ?cot, thsnco Morthweaterly dong c8i.d curve thru
8 contra1 tnglc of 2C052*SOa sa ozc.dfetanca 04 168rSS too', %a
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* . 8oQlnning et tho Southwoot cornor of ooid.lot 25 thence along .* tho Soukhwootorly lino of odd Lot 25 Worth 23@27'4Sn bot, 195.00
Southweotorly lfno'of raid Lot 25 PJoztth 23°27*6S* lleot 270-14 fmet, to tho moot South!grly cornor of reid Lot 24, thgnco along tho
Southwootorly Uno oC odd Lot 24 N0rth.64~33~65" Iloot, &O.OS foot
.- to on htoroection 81th tho Northeoatorly prolongotion of tho . #orthwmotorly Uno of-fotoot Stroet (20.00 foot ride) ao oold . . Stroot io ohown on gi10oni8 Tract according to 6.p thoroof No 2169 rrcordod in the Office of Tho County Rscordnr of maid County on
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238.80 foot, thence south 66O45'50" toat 330.26 feet to 0 point on.
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CUfUo Scuth k000S'St" Eoef 40.89 feet, thsnce South 68O30'20"
WSS~, ZfrJ,CZ,? rloct9to ,2iiZ -7iiiG PL7XET CF EECIiiidlfJC. :--* .
foot to THE TRUE POINT Of BtCfNNfNf, thenco continuing along the
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all that portion of Soction 32, Tounship 11 South, Rongn 4 Uo:t, Sari' Octmtdino Onso notidion, in tho City of Corftbod, County of Snn DLOQO, ,
stat0 Of California, 8ttording ts United Stateo Covornmont Survoy apptovo Occmbor 27, 7070 and a portion of Lots'lt crnC 13 in Hog3 Cucolyptus Tor- I OS^ Company's Tract Wo. 1, according to nap No. 1136 filod in the Otfico
Of tho .County Recordor of Son Oiogo Ccunty, State cf Califotnio, boing -t :
POSO portioulorly dN"d ao fo113t'G: .
a* . Beginning rt 8 point on the Uoct line of Soction 32, distant
thotoon South 0~S6°20n Uost, 434.74 foot rrom tho Uost Ouartor
COrnQr or mid Saction 32, raid Uest line boirrg also tho Cast -1ino or 881d Hosp tract, thonto South 89°18010g Cast, 990.00 foet - to tho Cast line of that cortain tract of land in said Soction 32, convoyed by David 3. Clcrton, Et A1 to Regin81d natron by dead
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datod July 2, 1921, 8nd rmcorded in Book 651, Page 476 of deed:,
South 77°1SJS1w Uost, 34fe2O foot; thence Uest 740.00 faat; thence :
. that boars North 89018'10" Uest from the TRUE POIRT Of BECfNNfttC; thmco South e991a'1~n Caat. 46.07 fdet to tho TRBE PDIH? Ot' ecffN-:
=. mthenco .long orid East lino Worth 0O56*2OW Cart, 698.49 foot, thence .
- ..South 350.00 feet; thence South 6.51'59" East 261.11 root to a point
4
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I h portion of Lots 21 bjrd 22, and a portion of Eucalyptus
Sttiat In Hosp Eucelyptur formst Company's Tract #o. 1 according te &an 1136 filed in Tho OPfico of The-County Recorder of San Diogo
Count;., State of California, being cor8 particulctly doscribed
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. - as foricol:
6oginning at the Southwsst cornmr-of *said Lot 21, thanco along
6 thm Cost line of said Lot 21 Rotth 6°Sa800a Cast.278.Sb frot, thorrca ::o,-th ?082892ka Cast 59.19 foot, therrte North 668S5844m East f6l.SO foot, thencm South 4S0(36r16a East 130-00 frat to The
bqinning of 8 tongant curve soncave t4ortheastrrly and hiving a .radius of 838.50 foet, thane. Southeastezly -along raid curve thru a central mglm of ZS016'Sbm
thence Iaavfng rafd'curu8 South 19°38T48n Uost 385.45 fist to the Southturtt line of raid Lo: 22, raid'pofnt being distant thereon
brth S6at713SR mast 240.00 feet From the most Southerly cotn'ez of
ttfd Lot 22, thence .Long the Southwesterly line of said Lot 22
h=th 56O27835" West 59.56 fmet to the nost Southerly corner of . said Lot 21, theme along the Besterly and Southerly lines of said Lot 21 the following bmaring end distances, tJorth S1°51B11* UJast 299.13, lorth QOOQ'BOm Best 17.40 feet and girth 89°2710010.Wset.
an arc dfrtrnco of 370.00 feet,
200.85 feet to Z2IC PilfNS Of EC~ii4NIt4C~ . a. 0
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.e.- A portion of Lot3 0, 9, IO, ?I, 12, 13, 34, 1s and 96 in Hosp m* Cucalyptur Foroat Comparry'o Tract No. 9 octordins to Rap tta. llS6, 0. lflod in tho otrito of -tho County fiocordr?: cT Ssn Oioto County, Stab of California, boing mato portieulorly 6otcribad 01 fallout: . .*
Oopinning ot tha Southoast cornor of mid Tract, thanco @long :*
8aid point being South O.5t'2ON Uost, 414-.?4 root from tho Ucrst -
Sari 8urr)nrdino Ooso Ratidion, thoqco worth 1)9°10'10n YQgt, 46,07
t8ngont cutva concave Southeasterly and having Q radius of 31O.pO
foot, a radial Uno to said point'beats North 63°16*S3" Uosk: them0 Southuosterly.8long aaid curvo through a control sngie~tl 61m33'00" on arc distance of 224.89 foot; thonce lonving said-.. curvo North 89098'10" Uost, SSf.72 foet, thonte 'South 6I02S'0Sm. I bot 305.23 foot, thenco horth %O019'07"lJost, 376.35 Foot; thonco' 'I. lorth 79P60'53" East, 272.00 foot; thence North 2001'30" Uott; .
699.16 foot a point on o non-tangont curvo toncaw Soyth&:torly. i and having Q rod.ius of 761.SO foot, a radial Uno to said point
bears North 9.0°0G1SIn Lest, tlronco Southoaotorly along said cutvn -- !
through e control angtm of 3*t3'09m an arc distance of 45.00 foot, ., thence tangant to 3aid CU~VO South 76*30'00m Last, 350.95 foot, -thOnCo North 9.00 foot, thonce South 76°30'00" Cast, 333.00 feet,
0-
0.
tho Coot lino of said tract North ODSG*20" East, 2263.66 TOOL, .r
e: . quartor tornor oh Section 32, 'Township 39 South, Rongo 4 Vest,
foot kb Vht: YRUCr UOlW OF bccrh~NIUG; said point boing on o non- 3.
--
.@
-* thence South 3SO.00 fmet; thence South 6O51'59" fast 261.31 fast ... 1- .
to the TRUE' POUT OF BEGINHING. 1 ! '- .
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A portion of tots 8, 9, 10, 16, 17, 18, 23, 26, ond 2S, ond
8 portion of Cmon Street, am! a portlcn or Euca1y;:ts sttoot in Hoop Cucolyptur Foioot Company's Tract KO. 1 8ccording tc' ...
mop 1136 filed in Tho Office of The County Rocordoz of Sen Oiego County, State of C~lifornia, being more porticulerly demcrfbed oa follow. : 0. .-
8eginning at the most Southwestorly corner of Cot 25 in raid ttact. thonce ilong the Southwesterly line of 80id Lot 25 North 23°27*4Sm Weat, 195.00 feet, thonco North 60°30*20a East, 360..61 feet to 'THE TnUC POINT OF BECINNINC, thence Hoith 18O09'57" West, 40.89 feet to the boginning of 8 tangont curva concave Uortheattotly 8nd having a radius of 1042.00 feet, thencm Northmasterly along said :.curve thru control angle of 14.35'26" on orc distenco of'. 265.33 fact, thence tangent to S8id curve North 3.34*35' Uest 90.02 feet -. to Lhe beginning of a tangent curvo concava Southuosterly and havin9
8 ridhas Of 458.00 feet, thence Wokthwottotly along 8oid curve thru
8 central ~nglopf 22*18'30N an arc distance of 178.34 Toot, tangant to raid hrve North 2S0S3*13n Uost 1G9..20 root to the beginning of 0 tingint curva concaw loztho5alerly and having 0 radiua of 1062.00 foot, thence Northrotterly along said CU~VO thru icentr81 angle of 10°17'S7a an arc dLstonce of 167.30 feet, thence tangant to 8aid:curve North 1So3St16" Isst, 108.61. foet to the beginning of a trngent curve concave Southrertorly 8nd having 8 '
radius of 20.00 fret, thence Northwestorly along said curve thru 8 contrrl ingle of 86°1S168N an arc distance of 30.92 -foot to 8 point
838.50 roat, a radial Una to said point of cusp bears South 13. .- S2'04" East, 'thence North8astorly 810n9 the last mentioned curve
thence tangent to raid curve North 76*Z6*6ta Erst l60.00 fwat to . tfre bocinnina of a tangent curve concavo Woythwosterly and having
. 8 centztl ancio of 13°26846w an arc distance af 196.28 feet, thence
I
thence I i .-
-Of cusp with a turue concava Northossterly 8nd having 8 radiur of L.
- thru a central anGle of lo63*1Zw in arc distance of 25.17 leet, i z a radius of 039.50 foot, thence Northeasterly along said curve thru :
bcqinr.i.-; cT : trngent curve concave Southcasterly and having a . .tangent :F seid twve lorth 6180!310!3m East, 176.51 feet to tha
radius ri 721.50 fret, thonce Easterly along eaid mrve thru 8 ..
contttl tqlc e5 59@068Sln an arc distance of 519.65 feet, thencs 8 South 4t0.*--U -..*;a East 699.16 feet, thence South 39°$08SS* west, 272.03 :
feet, tzc-,,=z Scvth 10019~07a Cast 374.05 feet, thenca South 6a03O82Om : bet, Si'Z,ti.' -ic:t to THE TRUE POIK Of BfCiMNING. - -
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AGREEMENT FOR SETTLEMENT OF DISPUTES
AND MUTUAL RELEASES
(To be Delivered to Escrow
re Parcel F Close of Escrow)
day of - THIS AGREEMENT is made and entered into this
July, 1986, by and between Grove Apartments Investment Co.
("Grove"), H.F.H., Ltd. ("H.F.H."), Harry J. L. Frank, Jr.
("Frank"), the Bernard Citron Trust ("Citron Trust") , Fred A.
Bartman, Jr, ('Bartman"), the Marital Trust under the Will of
William S. Bartman ("Marital Trust"), the Residuary Trust Under
the Will of William S. Bartman ("Residuary Trust"), Odmark
Development Company ("Odmark"), and the City of Carlsbad
("Carlsbad") .
I
FACTUAL RECITALS
1.0 This Agreement is entered into w
following facts:
th reference to the
1.1 Grove is and/or previously was the record owner of a
portion of certain real property located in the County of San
Diego (the "Grove Parcel"). The legal description of the Grove
Parcel is attached hereto as Exhibit "l", and incorporated herein
by this reference.
HJR18:Agr 2 -1-
..
1.2 For purposes of development, the Grove Parcel was
divided into sub-parcels A, B, C, D, and E, all as reflected on
the Master Plan of Development, approved by Carlsbad on or about
March 3, 1970.
1.3 Grove Sub-parcels B and C have already been developed.
Sub-parcels D and E have the following acreage, which Grove
previously intended to develop with residential units as follows:
D 16.085 acres 130 units
E 27.675 acres 240 units
1.4 Certain of the partners of Grove and HFH, Ltd. are the
record owners of certain real property located in the County of
San Diego ("Parcel "F"). The legal description of Parcel (F is
attached hereto as Exhibit "2", and incorporated herein by this
reference .
1.5 Parcel F consists of approximately 8.92 acres.
1.6 On or about October 9, 1964, a Grant of Easement of
Right-of-way from Rildan, Inc., a predecessor-in-interest to
plaintiff Grove Apartments Investment Co. ("Grove") to the City
of Carlsbad ("Carlsbad") and the Vista Sanitation District
("VSD"), as tenants in common ("Rildan Easement"), dated July 23,
1964, was recorded in the office of the County Recorder, County
HJR18:Agr 2 -2-
of San Diego, in Book 1964 at Page 184917.
. ---
1.7 On or about October 9, 1964, a Grant of Easement of
Right-of-way from Fawco, a partnership, Bernard Citron
("Citron"), and Harry J. L. Frank, Jr. ("Frank"), all
predecessors-in-interest to plaintiff Grove, to Carlsbad and VSD,
as tenants in common ("Fawco Easement"), dated July 23, 1964, was
recorded in the Office of the County Recorder, County of San
Diego, in Book 1964 at Page 184918.
1.8 On April 6, 1977, the City Council of Carlsbad adopted
Ordinance No. 7047 and Ordinance No. 7048, which Ordinances were
superseded by Ordinance No. 9518 creating Chapter 21.49 of the
Carlsbad Municipal Code and Ordinance No. 8073 creating Chapter
18.05 of the CMC, and which imposed a moratorium on the issuance
of building permits in Carlsbad and a moratorium on the
acceptance of applications for and granting of discretionary
approvals for development projects in Carlsbad.
1.9 On or about September 12, 1977, Grove Apartments
Investment Co. ("Grove"), a partnership, as successor in interest
to Rildan Inc., Fawco, Citron, and Frank, filed an action in the
Superior Court entitled "Grove Apartments Investment Co., a
partnership, v. City of Carlsbad, a Municipal Corporation, Vista
Sanitation District, a Public Corporation," being Civil Action
No: N 9052 in the Superior Court for the County of San Diego,
North County Branch (hereinafter "Action No. N 9052"), seeking,
HJR18:Agr 2 -3-
among other things, a judicial determination of its rights and
obligations under the Rildan and Fawco Easements and under
Ordinance Nos. 7047 and 7048, as amended and supplemented.
1.10 On or about July 31, 1978, pursuant to leave granted
by the Court therefor, Carlsbad filed a cross-complaint for
declaratory relief adding HFH, Ltd. ("HFH") and Kamar
Construction Company ("Kamar") as parties to this action.
1.11 The trial in the matter commenced in October 1978 and
continued thereafter, except where recessed, until November 20,
1978 when all sides rested, with the presentation of numerous
oral testimony and the introduction of voluminous exhibits by all
parties.
1.12 On November 21, 1978, the Court, after hearing
argument, issued certain tentative rulings, and ordered further
briefing in said action.
1.13 Subsequent to November 21, 1978, the parties and
others, after numerous meetings and other negotiations, entered
into an Agreement for Settlement of Lawsuit and Mutual Releases
(hereinafter the."Grove Settlement Agreement"), resolving, among
other things, all the issues in the action.
1.14 Pursuant to said Grove Settlement Agreement the
parties stipulated to entry of a Judgment Pursuant to Stipulation
HJR18:Agr 2 -4-
(hereinafter the "Grove Judgment"), which thereafter was duly
entered herein, and which provides for certain development rights
with regard to the property which is the subject matter thereof.
1.15 The Grove Judgment provides, among other things, that
the rights provided therein shall terminate after the 10th
anniversary of events more specifically referred to therein, such
that it could be contended that said rights would cease sometime
in late 1989.
1.16 Subsequent to the entry of the Grove Judgment, certain
of the real property which is the subject matter of the Grove
Judgment was developed.
1.17 In order to develop and/or cause the development of
certain remaining portions of the real property which is the
subject matter of the Grove Judgment, Grove entered into an
agreement with Odmark Development Company ("Odmark"), Which, as
from time to time amended (the "Grove Odmark Agreement"),
provides for the sale to Odmark of Parcels D and E of the
property, Parcel E being comprised of sub-parcels E and E Prime.
1.18 Pursuant to the Grove/Odmark Agreement, Odmark
prepared certain designs and plans for a project involving the
construction upon Parcel E of 216 condominium units (the
"proposed condominium project"), thus involving a project density
of 10.8 dwelling units ("dus") per acre, excluding designated
HJR18:Agr 2 -5-
open space and 40% slopes.
1.19 Prior to January 22, 1986, Odmark submitted to the
Planning Department of the City of Carlsbad an Environmental/
Initial Study including numerous reports and supplemental reports
evaluating potential environmental impacts of and corresponding
mitigation measures for the proposed condominium project.
1.20 The Planning Director of the City of Carlsbad, after
determining that the proposed condominium project would not cause
any significant impacts because potential impacts had been
mitigated, issued a Mitigated Negative Declaration, dated January
26, 1986, which, on February 5, 1986, was recommended for
approval by the Planning Commission of the City of Carlsbad.
1.21 Odmark applied to the Planning Commission of the City
of Carlsbad for approval of a two-lot tentative map and 216/unit
condominium permit with regard to the project.
1.22 By Planning Commission Resolution No. 2538, the
Planning Commission of the City of Carlsbad recommended approval
of a two-lot tentative map and 216-unit condominium permit for
the project.
1.23 On March 18, 1986, the City Council of the City of
Carlsbad held a public hearing to consider the request by Odmark
to approve the tentative map and condominium unit permit, and
HJR18:Agr 2 -6-
..
further to consider approving the Mitigated Negative Declaration
issued by the Planning Director and recommended for approval by
the Planning Commission.
1.24 A number of members of the public appeared at said
hearing to challenge the project, to advocate the acquisition by
the City of Parcels D, E, and F (or portions thereof) for
recreational purposes, and/or to question the conclusions of the
Planning Director and Planning Commission leading to the issuance
of the Mitigated Negative Declaration.
1.25 By Resolution No. 8468, the City Council of the City of
Carlsbad disapproved the Mitigated Negative Declaration, and
directed the preparation of an Environmental Impact Report for
said project.
1.26 In connection with said action, the City Council voted
to cause a review of both the General Plan and Hosp Grove Master
Plan, and to consider the possibility of acquiring some or all of
Parcels D, E and F.
1.27 Subsequent to the foregoing; Grove and Odmark placed
the City on notice of their position that the foregoing actions
of the City Council in disapproving the Mitigated Negative
Declaration, requiring that an Environmental Impact Report to be
prepared concerning said project, causing the Hosp Grove Master
Plan and General Plan to be reviewed were unlawful and in
HJRl8 : Agr 2 -7-
violation of their rights, including their rights to development
under the Judgment entered in this action.
1.28 Subsequent to the actions of the City Council
described hereinabove, members of the public have continued to
express a desire to attempt to acquire Parcels D, E and F, or
some portion thereof, for park and/or recreational purposes, and
Grove and Odmark have continued to assert their rights to develop
said parcels.
1.29 Since April, 1986, representatives of the City of
Carlsbad, Grove, and Odmark have met and otherwise communicated
on numerous occasions in order to resolve the disputes which
exist between them arising out of the foregoing.
1.30 On or about July -8 1986, Grove, H.F.H., the Vista
Sanitation District, Kamar Construction Company, and the City of
Carlsbad entered into a Stipulation for Entry of Revised
Judgment in Civil Action No. N 9052, pursuant to which a Revised
Judgment Pursuant to Stipulation (the "Revised Grove Judgment")
has been or will be duly entered therein;
1.31 It is now the desire and intention of the Grove and
Odmark parties, on the one part, and the City of Carlsbad, on the
other part, to compromise and resolve all of the disagreements
and disputes which exist or may exist between them arising out of
the foregoing, above, and also to resolve certain other matters.
HJR18:Agr 2 -8-
.. -.
Pursuant to and in accordance with this desire, and in considera-
tion of the promises and releases contained herein, the parties
agree as follows:
I1
RELEASES
2.0 Except as to any matters contained in the Revised Grove
Judgment, Grove and Odmark, and each of them, do hereby release
and absolutely discharge the City of Carlsbad of and from any and
all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which Grove and/or
Odmark now have, own, or hold or at any time heretofore ever had,
owned or held based upon or arising out of any matter, cause,
fact, thing, act or omission whatever occurring or existing at
any time to and including the date hereof in connection with
their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the “Released Matters”).
2.1 Except as to any matters contained in the Revised Grove
Judgment, the City of Carlsbad does hereby release and absolutely
HJR18:Agr 2 -9-
.. 0
discharge Grove and Odmark, and each of them, of and from any and
all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which the City of
Carlsbad now has, owns, or holds or at any time heretofore ever
had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof in connection
with their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the "Released Matters").
2.2 It is the intention of the parties in executing this
Agreement, that this Agreement shall be effective as a full and
final accord and satisfaction and general mutual release of and
from all Released Matters, except only as otherwise expressly
provided in this Agreement. In furtherance of this intention,
each of the parties acknowledges that it is familiar with Section
1542 of the Civil Code of the State of California, which provides
as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his settle-
ment with the debtor."
HJR18:Agr 2 -10-
Each of the parties waives and relinquishes any right or benefit
which it has or may have under Section 1542 of the Civil Code of
the State of California or any similar provision of the statutory
or non-statutory law of any other jurisdiction to the full extent
that it may lawfully waive all such rights and benefits
pertaining to the subject matter of this Agreement. In connec-
tion with such waiver and relinquishment, each of the parties
acknowledges that it is aware that it or its attorneys may
hereafter discover claims or facts in addition to or different
from those which it now knows or believes to exist with respect
to the subject matter of this Agreement or the other parties
hereto, but that it is its intention hereby fully, finally, and
forever to settle and release all of the Released Matters, known
and unknown, suspected or unsuspected, which now exist, may
exist, or heretofore have existed, between them.
2.3 The parties hereto each warrant and represent to the
other that it is the sole and lawful owner of all right, title
and interest in and to all of the respective Released Matters and
that it has not heretofore, voluntarily, by operation of law or
otherwise, assigned or transferred or purported to assign and
transfer to any person whomsoever any Released Matter or any part
or portion thereof, or any claim, demand or right against the
other. Each of the parties shall indemnify and hold harmless the
other from and against any claim, demand, damage, debt,
liability, act, reckoning, obligation, cost, expense, lien,
action, or cause of action (including payment of attorneys' fees
'
HJR18:Agr 2 -11-
and costs actually incurred whether or not litigation be
commenced) based on or in connection with or arising out of any
such assignment or transfer or purported or claimed assignment or
transfer.
111.
BENEFICIARIES
3.0 This Agreement is not for the benefit of any person who
is not a party signatory hereto or specifically named a
beneficiary in this paragraph.
and the releases contained herein shall extend to and inure to
the benefit of, and be binding upon, in addition to the parties
The provisions of this Agreement
hereto, just as if they had executed this Agreement: the
respective legal predecessors, successors and assigns of the
parties; each and every entity which now is or ever was a parent
or subsidiary of Odmark; the respective past and present
officers, shareholders, officials, directors, partners,
employees, trustees, beneficiaries, and attorneys of the parties
and/or of each such parent or subsidiary entity, and their
respective legal successors and assigns; and each of the
foregoing.
HJR18:Agr 2 -12-
.
IV .
GENERAL
4.1 This Agreement and the releases contained herein and
affect the settlement of claims which are denied and disputes
which are contested, and nothing contained herein shall be
construed as an admission by any party hereto of any liability of
any kind to any other party. Each party expressly denies that it
is in any way liable or indebted to any other party.
4.2 This Agreement and the Revised Judgment constitute and
contain the entire agreement and understanding concerning the
subject matter between the parties, set forth all promises and
inducements made by any party to any other party with respect to
any of the subject matter, and supersede and replace all prior
negotiations, proposed agreements or agreements, written or oral.
Each of the parties acknowledges to each of the other parties
that no other party nor any agent or attorney of any other party
has made any promise, representation or warranty whatsoever,
express or implied, written or oral, not contained herein
concerning the subject matter hereof to induce it to execute this
Agreement, and each of the parties acknowledges that it has not
executed this Agreement in reliance on any promise,
representation or warranty not contained herein.
4.3 Each party acknowledges to each of the other parties
that it has been represented by independent legal counsel of his
HJR18:Agr 2 -13-
own choice throughout all of the negotiations which preceded the
execution of this Agreement and that it has executed this
Agreement with the consent and on the advice of such independent
legal counsel.
counsel have had adequate opportunity to make whatever
investigation or inquiry they may deem necessary or desirable in
connection with the subject matter of this instrument prior to
the execution hereof and the delivery and acceptance of the
consideration specified herein.
Each party further acknowledges that it and its
4.4 This Agreement and any other documents referred to
herein shall in all respects be interpreted, enforced and
governed by and under the laws of the State of California applic-
able to instruments, persons and transactions which have legal
contracts and relationships solely within the State of
California. Counsel for all parties have read and approved the
language of this Agreement.
be construed as a whole according to its fair meaning, and not
The language of this Agreement shall
strictly for or against any of the parties.
4.5 As used in this Agreement, "persons" includes natural
persons, cofporations, partnerships, joint ventures and any other
entity.
HJR18:Agr 2 -14-
4.6 Whenever in this Agreement the context so requires, the
masculine gender shall be deemed to refer to and include the
feminine and neuter, and the singular to refer to and include the
plural .
4.7 This Agreement may be executed in counterparts and
shall become effective when all parties have executed and acknow-
ledged at least one counterpart and counterparts executed and
acknowledged by all parties have been delivered to counsel for
the parties.
4.8 The titles of the various articles of this Agreement
are used for convenience of reference only and are not intended
to and shall not in any way enlarge or diminish the rights or
obligations of the parties or affect the meaning or construction
of this document.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the day and year first written above.
GROVE APARTMENTS INVESTMENT CO. a partnership
By :
Its:
HJRl8 :Agr 2 -15-
H.F.H., LTD.
By :
Its:
HARRY J. L. FRANK, JR.
BERNARD CITRON TRUST
By :
Its:
HJR18:Agr 2
FRED A. BARTMAN, JR.
MARITAL TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
By:
Its:
RESIDUARY TRUST UNDER THE WILL OF WILLIAM S. BARTMAN
By :
Its:
ODMARK DEVELOPMENT CO. a corporation 1
-16-
Its:
~ ~~
THE CITY OF CAFUSBAD
By:
Its:
APPROVED AS TO FORM AND CONTENT:
HAYUTIN, RUBINROIT, PRAW & KUPIETZKY
By : Howard J. Rubinroit
Attorneys for Grove Apartments
Investment Co.; H.F.H., Ltd.; Harry J. L. Frank, Jr.; Bernard Citron Trust; Fred D. Bartman, Jr.; Marital Trust under the Will of William S. Bartman, Residuary Trust under the Will
of William S. Bartman
Vincent BiOndO, Jr. City Attorney, City of Carlsbad
PETERSON, THELAN & PRICE
Littorneys for Odmark
Development Co.
HJR18:Agr 2 -17-
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-7c5 .. PARCKL A ..
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All that Portion of Section 32, TllS, Rhlll, S.8.O.m. in the City of Carlrbod, County of San Diogo, Stato of California
29, 1870, deocrlbod QD ?olloust
bojinntng at e Point on the Weat line of add Section 32
dfotont thereon South 0°5G'20" Ilioot, 414.74 foet from the West quartet cornnr of aaid faction 32, thence South U9018'10n Eeet, 990.00 feet to Celt line of that coztoin tract of land in amid . e Section 32, conveyed by Oovid 3. Blarron, Et A1 to Regfneld barrun, by Ooed dated July 2, 1921, ond rccordod in Book 051, Pngo 476 of
Ooods; Lhenco Northorly along seid.Esst Uno Rorth OoSC'20" East, 136.55 feet to THE TRUE POSNS OF BECIWJfr'lC; thence continuing North 0°SGt20" Edot, 563.96 feet; thence North 77°1SoS1n-.~aot,
osstorly Right of Wey uf a otrip of rend 126.00 feet in width gtontod to trto City of Carlobad by Oood rocorrfed march 11, 1966 undor Rocordorvs fila lo. 4226s for Publfc.Highwoy purpocea, a radial lino to said point boarr South 76°22'46w Plort, thonce Southwostorly dong 6eid curvo thtu a central angle of 19059'03m
.an arc distance of 093.95 feet to u point of cusp with a curve concave Southerly end hevfng e radius of 20.00 Poet, e redial i
Uno to maid point of cuop beere North 56023'65" East, thonce Worthotly end Mestorly along the leet mentioned curvo thru a
kangsnt to oeid curve South 57*50t18' Uaet, 91.42 feet to the beginning of e tanacct curve concava Northorly and hoving e
fbdiu6 of 330.00 fecf, thonce Wasterly along maid curve thru 0 central angle of bCa29gf1m an arc distsnco of 396.66 foet, thanco
tangent tu oeia CL;~VC ;;orth S4e00*41m Beat, 196.Sa feet to the beginning of o tengofit curve concave Southaesterly anp heving radius of 470.00 fco'c, thmce Northwoeterly aiong ssid curve thru .-
a cantzzl cnglc of 22a5Z85Cln Crl azc.distanca or 168,SS Suo3 to THE TAUC POItdT OF ZE:CCi?4C.
- occordlng to Unitod Stotoo Gouatnmont Survoy, approved December .. e
C gi
4 630.72 feet to a point on a non-tangent curvn concave NotthenGtorly t
and having a rediuo of 2565.00 feet, tsid curve being the South- 1
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central engl'e of 6OoS3'2tU an arc dfatance of 31.03 fset, thence ; 1-
.m .. ' *:.
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PARCEL A (Cont'd.) . .
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Compony'o Tract No. 1 according to map No. 1136 flied In The
.#. ;.. * .i . .- A Portion of Loto 23, 24 and 25 in Honp Cucalyptuo foroot .. .. Office of Tho County Recordor of. San Ofoga County, State of CmUfotnio, boing mor0 partloulorly daocribod 00 follows;
Bog1noLng at tho Southwoot cornor or ooid.lot 25 thenco dong tho Southwostorly lin~ of oald Lot 2s North 23°27'4Sm Voot, 195.00 foot to THE TRUE POIWT OF BCCfNNIN6, thenco continuing along the Southceoterly Uno *of loid Lot 25 Nosth 23°27*4S88 Pleat 270.11a foot, to the moot Soutnorly cornor of maid Lot 24, thenco along tho Southwootorly line or: oofd lot 24 North.66°33'4Sw Ploot, 19.05 feot Lo an intotooction with tho Northoootorly prolongation of tho . Northweotorly Uno of'Foroot Stroot (20.00 Poet wide) aa odd
Sttoot io ohown on Uilaonfo Tract acco:cIing to map Lhoroof lJo 2169 tmcordad in tho Oftica of Tho County Rscordnr of odd County on Bug. 13, 1923, thonco Notth SGoZZtlSw Coot.30.00 foot along onid prolongation, thonco North 3SOS2t20N Wt)(it, 215,OO foot, thonco North 56007160w Eoat, 1S7.79 foot, thence South 25°53813'8 hot 238.80 fnet, thonco South 6C04S1S0" Eoet 530.26 feet to m point on.
0 non-tangent curvo CO~COVO Morthoaotarly and having 8 rodiur of 1042.06 feot,"e radial Una to said point boats South 33°29'01* kat,
of 1O38'56" en arc dirkanco of 30.00 feclt, thence tengent to meld I CUtVo Scuth 3.0°09*S?* Coat 40.89 fact, thence South 68°50'20i' i
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- thoncm Southo!aototly along onid curvo thru a control mplo I
-..- L.-. L Part, -.ZCo,r:! !Coct.,to ,*nf *Ii\Jc; I?D?i-;T CF ZECLXidzWC. .
I '-a : .. . . . .: 1' a . * ?-..a- ? *. *. . 8. . tc -0
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I 0 1 . All that portion of Soction 32, fovn:.hip 11 South, nanrJn I t!o:t, S;,n- I U.
Ocrnatdino Onso motidion, in tho City of Corlsbad, County of San DLO~O, . Stat0 of California, according t=, Unitod Stoteo Covernmont Survoy oppro*ro '
Occombot 27, 1079 and o portion of Lots't2 and 13 in Hos'p Eucalyptus for- 1 ost Ccnpany's Tract No. 1, according to map No. 1136 filod in the Office *
of thro.County Aecotdor of Son Oiego Ccunty, State cf Colifornio, Soing i COFO partioulorly dotioribod no f011;r~~:
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. . 8cQinning at a point on the Woct line of Section 32, distant 0.
totnor of 8rid Section 32, raid Uost lino boing also tho Cast . *-
datod 3uly 2, 1921, and recorded in Book 651, Page 674 of deed:, 0.
-1 thotoon South OoS6'2On Wost, 414.74 foot from tho Uoat auartot
'line of said Hosp Tract, thonco South 89°18u10m Cast, 990.00 tact to the fast lino of that cortsin tract of land in said Section 32, convoyed by Oovid 3. matron, Et Al to Reginald marron by dcod
*thence along said East lino North 0056g20" Cost, 698.49 feot, thence South 73°1S'Sln West, 567.20 feet; thence Wost 740.00 feet; thence *..South 350.00 feet; thence South 6OS1'59" East 261.11 feet to a point
. that bears North 89O18'10" Uest from the TRUE POSF47 Of BCCINNIPIC;
thence South ~~OIB1lG1~ Cast.46.07 fe'et to the TRYE POINT Or' BEGIN-.' 4 . **e - . f
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e Portion of Lots 21.anJ 22, and a portion of Eucalyptus Stteet in Horp Eucalyptus Forest Company's Tract No, 1 according
to oiao 1136 filed in Tho Ofrice of The.County Recorder of San Oiego
Couat;., State of California, being mote particulcrly doscribed
-1 i . - 8S fOllCU3:
Gaginning at tho Southoest corner of 'said Lot 21, thence along
6 the C!ort line of said Lot 21 North 6°SatBO" CastV278.S6 feot,
thonce ;:orth 7O028(24" East 59.19 reot, thecco North 64°SS14tw East 161.50 foot, thence South SSoC&*16" East 130.00 feqt to The beqinning of a tongent curvexoncave Northeastarly and hauing a rodiut of 836.50 feet, thcnse Southeasterly.along said curve thru a central rngla of 2S015~S6" an arc distanco of 570.00 feet, thence leaving safd'curvs South 19O39'49" Uest 385.65 feet to the
Sauthwest line of said Lo: 22, said'point being distant thereon ):art3 S6*2t13Sn Ufast 20~.00 feet from tha nost Southerly corner of
trid Lot 22, thence along tha Southwesterly line of said Lot 22
;:ozth S6O27'3Sn Uest 59.56 feet to the nost'Southerly corner of . said Lot 22, thenae along the Uesterly and Southerly lines of said Lot 21 the following bearing and distances, Garth Sl0S1*l1" WUost
299.13, North OD04*00" Piest 17.40 feet end Garth 89°27800i801e8t. 200.85 feet to THE TaUE P3fNT OF BCfii2JINL. 0. 0
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. 0. ...- A portion of Lot3 6, I), 10, $1, 12, 73, 14, tS and 36 in Hoap Eucalyptus Foroat Company’s Tract No. 1 accordinp to Rap !!a. 1136,
filod in tho offico of ‘tho County lioco:dc: cf Sm oio~o County,
- =. . . . Stat0 of California, boing mor0 portitulorly $oscrfbad 03 follows: . . -0 .. b
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*b Oogfnning at tho Southoast cornor of said Tract, thonco along
tho fast lino of said tract Uotth OoSCp20” Cast, 2263.66 foat, soid point baing South O05GD20” Uost, 61d.74 root from tho Ucst . . quartor corncr oT: Section 32, Township 31 South, Rango 4 Uest, Son Ourqardino Ooso flaridian, Lhorlco (Isotttl 09°1~’10” Yqst, 46,07 .
tongont curve concava Southoostorly and having o radius of 310,PO foot, a radial lina to said point bears North 63°16’53” Watt;
41053’00” an arc distance of 226.81 feot; thonce 1o;iving said’ ..
I curve North 69°181101p Uost, 557.12 foet, thonce South 61°25’0G”- - Uost 305.25 foot, thonco North %Oo1910?’” Wast, 376.35 foot; thanco- ‘I. North 79?40’S31t fast, 272.00 foot; thence North 2°01830n Uott,’ 699.16 faot .re, a point on o non-tangont curvo concave Soythuktcrly’ i and having o rod.iua of 7G1.50 Teat, a radial lino to said point boars North ~.OOOt*Sln East, thonco Southoastorly alohg said cutva -. !
thtouph a contra1 angle of 3°23f09n an arc distanco of hS,OO foot, .D thence tangant to mid curve South f6a50p00” Cast, 350.95 foct, -thcnco Worth 1.00 foot, thonce South 75°30p00” Cast, 359.00 feet,
.* thence South 350.00 feet; thence South 6051’59” East 261.11 feet
0.
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foot kb 7hC Yf{Uf. UOlN’r’ 0,’ bCC1NNXNC; said pohk boing on a non- :*
thence Southuastorly.elong said curvo through a control angle cf - .
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. to the TRUE‘ POEl’Z OF BEGINNXIJG. .
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I A portion of t0t3 8, 9, 10, 16, 17, 18, 23, 24, and 25, end a poptlcn of Cacon Street, SRC a port1.cn or Euca1p;fus Stroot in Hasp Cucalyptus iorcst Conpar?yta Tract :io. 1 according tc',. map 1136 filed in Tho Office of The County Rocorde: of Sen Oiego County, State of California, being more porticulerly deecribod as fo~lowr : .- i
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6eginning 8t tho most Southwestorly cornor of Lot 25 in r8id tract, thence along the Southwesterly line of aoid Lot ZS North 23°2f'4Sn Olest, 195.00 feet, thonce North 60°30*20" East, 360..41 fret to THE TRUE POIrVT Of BCtiNNXNC, thence North 18°09157w West,
40.89 feet to the baginning of a tangont cu:ve concave Uortheastorly 8nd having a radiur of 1042.00 feet, thence Northmosterly along said curva thru e central angle of 14°35*2E'J an arc distance of. 265.35 foot, thence tangent to said curve North 303i13S" West 94.02 feet to the beginning of a tangent curva concave Southwesterly and having a radius of 458.00 feet, thence NoPthuottorly along 8sid curve thru 8
8 centre1 anglepf 22g18*30n on arc distance of 178.34 feat, tangent to raid hurvo North 2S053*13" Uost lf9..20 feet to the beginning of a tangant curua concava Northokrterly and having
thence ! 1 e .. radius of 1042.00 foot, thence Northwesterly along raid curva thru 8.tentral angle of 10°1?157" an arc distance of 167.30 feet, thence tangent to s~id~curve North 1So3St16" West, 106.61. feet to the baginning of a tangent curve concave Southwesterly and having a - radius of 20.00 feet, thence Northwesterly along raid curve thtu a
cantttl an910 of 86°1S168N an arc distance of 30.92 feet to a point
-838.50 feet, 8 rafitl line to said point of cusp bsars South 13* .-
StSOOn East, 'thence Uortheasterly dong the last rentioclud turwe thru 8 central anG1e of 1°43'12" an arc distance of 25.17 feet, thence tangent to .aid curve North 76O21l66" tist 140.00 fast to
t3e beginninq of a tangent curve concavo F!orthwostetly end having
a cent::: ir;gir of 13°24144H an arc distance of 196.28 feet, tnance
beginci-; cf : trngent curve concavs fouthcaitetly and havins a
CeOtiCl rn~it e:' 59006'51" an arc distance of 519.85 feet, thenca 8 South 2'f:.:Z.5" Cast 699.16 feet, thenca South 79°$0'53" West, 272.03 : feet, tnt-.:: $crith 10°19*07M East 57a.OS feet, thence South 68O3O*2Om Ueot, bi:-r$.* 4c:t to THE TRUE. POINT Of BftiHNINC. J
of cusp with a curve concave Northwesterly end having radiu8 of a.
i : a radius of 033.SO feet, thence Northeasterly along said curve thru !
.tangon: :o szld cQrve Uorth 61*OOt0f3" East, 174.31 feet to the
radiuz ci %-?. .r~.fO faet, thonce Easterly along said curve thru a .-
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c AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY
THIS AGREEMENT is made and entered into as of this 7 day
of July, 1986 by and between the parties identified as Seller on
the rignature page hereof (herein collectively 'Sellera), and the
City of Carlsbad, a municipal corporation (herein "City").
WITNESSETB
WHEREAS, Seller is the fee Owner of certain parcels of real
property in the City of Carlsbad known as Parcels D, E, E Prime,
and P, each of which parcels are more particularly described on
Exhibit A attached hereto and by this reference made a part
hereof. Parcels D, E, E Prime and P are hereinafter sometimes
collectively referred to as the "Property.;
WHEREAS, the City, provided it obtains the requisite vote of
the registered voters within the City authorizing or approving
such acquisition, desires to acquire the Property, and failing
such authorization or approval, desires to acquire Parcel F.
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter contained, the parties hereto agree as
follows:
1.0 Ballot Measure.
1.1 The City hereby agrees to cause a ballot measure
('Ballot Measure") to be submitted to the voters of the City of
Carlsbad on November 4, 1986, which Ballot Measure, if "Approved'
(as hereinafter defined), shall authorize the City to acquire the
Property for cash and for the .Purchase Price. (as hereinafter
defined), and authorize the City to incur or issue such indebt-
edness as is necessary to finance the acquisition of the Property
for the Purchase Price. The preliminary text of the Ballot
-t*
r-*
c Measure as
Approval is attached hereto as Exhibit B.
subtnitted to the City Council of the City for its
1.2 For purposes hereof, the term .Approvedm or
.Approvalm ehall mean that the number of votes cast in favor of
the Ballot Heasure, and each component thereof, are sufficient
under state law for its passage.
2.0 Purchase and Sale of Property.
2.1 Upon the Approval of the Ballot Heasure, City
hereby agrees to purchase, and Seller hereby agrees to sell, the
Property on the terms and subject to the conditions hereinafter
set forth. The Purchase Price for the Property shall be
S5,755,000, all of which, rubject to Paragraph 5.0 hereof, tihall
be payable in cash, or by certified or cashier's check, through
Escrow. In addition and as of the "Property Close of Escrow. (as
hereinafter defined) , City shall (a) release and discharge Seller
from each and all of the obligations of Seller under the agree-
menta identified on Exhibit C hereto as much agreements apply to
the Property, and (b) release and discharge the parties to that
certain Agreement regarding payment of a Public Facility Fee,
dated July 23, 1985 and recorded August 26, 1985, and Pile
Numbers 85-308357 and 850308358.
2.2 Not later than five (5) business days following
the Approval of the Ballot Pleasure, Seller and City shall open an
escrow ("Escrowm) with First American Title Insurance Company
("Escrowholder") and shall deposit with Escrowholder iully
executed counterparts of this Agreement for use as Escrow
Instructions, together with Escrowholder's usual form of supple-
mental escrow instructions (if any) for transactions of this
type; provided, however, that such supplemental instructions
shall be for the purpose of implementing this Agreement and such
instructions shall incorporate this Agreement by reference and
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3. shall rpecifically provide that no provision thereof ahall have
the effect of modifying this Agreement onless it $6 80 expressly
stated and initialed on behalf of City and Seller. By such
deposit, Escrowholder is hereby authorized and instructed to act
in accordance with the provisions of this Agreement. Seller and
City shall each deposit such other instruments, documents and
funds as are necessary to effect the close of escrow in accord-
ance with the terms hereof.
2.3 The City's obligations to acquire the Property
following the Approval of the Ballot Measure is subject to and
conditioned upon the satisfaction of the following conditions:
(a) City rhall have sold, and there rhall be made
available to it the proceeds of, it6 bonds or other evidences of
its indebtednebs ("City Bonds') to finance, in whole or in part,
the purchase of the Property. City agrees to use its bebt
efforts to accomplish the Sale of the City Bonds, and ube its
best efforts to effect the closing of such male and delivery of
proceeds within three (3) months after the Approval of the Ballot
Measure ;
(b) There shall have been completed the required
environmental documentation in compliance with the California
Environmental Quality Act, relative to the acquisition of the
Property and the issuance and sale of the City Bonds; and,
(c) The City's Planning Commission shall have
reported upon, or be deemed to have' made the requisite finding
relative to, the acquisition of the Property pursuant to Califor-
nia Governmental Code Section 65402.
The City agrees to use its best efforts to cause the conditions
set forth in clauses (b) and (c) to be satisfied on or before
November 4, 1986.
I c
2.4 The consummation of the purchase and sale of the
Property contemplated hereby and the close of escrow shall occur
not later than two (2) business days after the proceeds of the
city Bond6 are available to City for the papent of the Purchase
Price for the Property Approval of the Ballot Measure ("Property
Close of Escrow"). As used herein, the term .close of escrow'
denotes the the at which Seller's deed conveying title to the
Property (or Parcel F pursuant to Paragraph 3.1) to City is
recorded .
2.5 Seller agrees to deposit in Escrow, for delivery
to City upon the Property Close of Escrow, the Settlement Agree-
ment in the form of Exhibit D hereto. If, pursuant to Paragraph
3 hereof, City is obligated to acquire Parcel F, the Settlement
Agreement shall be returned to Seller.
3.0 Purchase and Sale of Parcel F.
3.1 In the event the Ballot Measure is not Approved on
November 4, 1986, or if by February 1, 1987 the City shall not
have Sold the City Bonds, (a) City's obligation to acquire, and
Seller's obligation to sell, the Property pursuant to Paragraph
2.1 of this Agreement shall terminate, and (b) City shall
purchase from Seller, and Seller shall sell to City, Parcel F for
a purchase price (.Parcel F Purchase Price') of $975,000. The
Parcel F Purchase Price, Subject to the provisions of Paragraph
5.0 hereof, shall be payable in cash through Escrow at the
"Parcel F Close of Escrow" (as hereinafter defined) . The
consummation of the purchase and sale of Parcel F ('Parcel F
Close of Escrow') shall occur on the earlier of the date the City
shall have obtained the requisite financing pursuant to Paragraph
3.2 hereof or November 30, 1987.
3.2 Immediately following the failure of the Ballot
Measure to have been Approved, City agrees tc use its best
efforts to obtain the necessary outside fir.z:inq for the
purchase of Parcel F. If, despite the City's best efforts, it is
unable to obtain such outside financing requisite to acquire
Parcel F from Seller by November 30, 1987, City shall proceed to
a Parcel F Close of Escrow on December 1, 1987, by using its own
funds and paying the Parcel F Purchase Price in cash.
City desire8 to finance the acquisition of Parcel F by using a
.lease-purchase" concept, Seller agrees to cooperate with the
City in such endeavor provided the Parcel F Purchase Price is
payable to Seller in cash and in a lump rum on the Parcel F Close
of Escrow and the terms and conditions of such a 'lease-purchase"
are otherwise approved by Seller, which approval shall be not
unreasonably withheld.
If the
3.3 City and Seller have executed and delivered to
each other concurrently herewith that certain Revised Stipulated
Judgment.
faith, to hold such public hearings and take such other actions
as may be necessary or required by City ordinance or state law to
issue or approve prior to November 4, 1986, the .Discretionary
Governmental Approvals' (as defined in the Revised Stipulated
Judgment) for the development of Parcels D, E and E Prime in
accordance with such Judgment. Seller hereby agrees to apply for
the Discretionary Governmental Approvals in a prompt, diligent
and good faith manner and process such applications (including
complying with City's normal requirements of general application,
except as set forth in the Revised Stipulated Judgment, to
developments similar in nature to that contemplated for Parcels
D, E and E Prime) in a prompt, diligent and good faith manner.
It is hereby agreed that if such discretionary Governmental
Approvals are not lawfully and validly issued and approved on or
before November 4, 1986, Seller may terminate this Agreement at
any time thereafter and prior to the earlier to occur of (i) the
conveyance by Seller to mark Development Co, of Parcels D, E
and E Prime or (ii) the lawful and valid issuance and approval of
the Discretionary Governmental Approvals; provided, however, that
City covenants to use it6 best efforts, and in good
7.71 t
L - if City shall have theretofore used its best efforts and good
faith to i6sue or approve the Discretionary Governmental
Approvals prior to November 4, 1986, City may elect in writing to
Seller to extend such November 4 date to November 19, 1986.
Without limiting the foregoing, it is understood and agreed that
the issuance and approval of the Discretionary Governmental
Approvals is a condition precedent to Seller's obligations to
convey Parcel F to the City, and the failure of Seller
affirmatively to terminate this Agreement as aforesaid rhall not
be deemed or construed as a waiver of such condition. Upon any
such termination by Seller, the Settlement Agreement delivered to
Escrow pursuant to Paragraph 3.4 hereof shall be returned to
Seller, and (provided City shall have theretofore performed each
and all of the obligations to have been performed by it) neither
party shall have any further obligations to each hereunder.
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3.4 Seller agrees to deposit in Escrow, for delivery
to City upon the Parcel F Close of Escrow, the Settlement Agree-
ment in the form of lbchibit E hereto,
3.5 Notwithstanding anything to the contrary contained
herein, if the Parcel F Close of Escrow shall not have occurred
by December 30, 1987, tither party hereto may terminate this
Agreement, the Settlement Agreement delivered to Escrow pursuant
to Paragraph 3.4 hereof shall be returned to Seller, and provided
each of
to have
further
release
the parties shall have perfowed each of the obligations
been performed by it, neither party shall have any
obligation to each other hereunder,
3.6 As of the Parcel F Close of Escrow, City shall
and discharge Seller from each and all of the obligations
of Seller under the agreements identified on Exhibit C hereto as
they apply to Parcel F, and the Agreements Regarding Payment of
a Public Facilities Fee described in Paragraph 2.1 hereof as they
apply to Parcel F.
3:2'-L C
4.0 Policy of Title Insurance.
4.1 At the Property Close of Escrcrv or the Parcel F
Close of Escrow, as the case may be, Seller shall furnish through
the Escrowholder, at Seller's expense, a CLTA Standard Coverage
Owners' Policy of Title Insurance for the Purchase Price from
Pirst American Title Insurance Company insuring title to the
Property or Parcel F, as the case may be, vested in City, subject
to those matters ('Permitted Exceptions.) identified on Exhibit F
hereto, and the lien of taxes not delinquent; provided, however,
that Seller shall indemnify and hold City harmless from and
against any and all obligations applicable to Seller under those
agreements identified in Exhibit G hereto even though such
agreements are and shall be Permitted Exceptions as of the
Property Close of Escrow or the Parcel P Close of tscrow, as the
case may be.
title policy at the appropriate Close of Escrow in accordance
with the requirements hereof and Seller will do nothing to
prevent the issuance of such policy in such condition. If,
however, the title coapany ehall be unwilling to bsue ruch
policy in such condition, City may waive the discrepancy and
close this transaction in accordance with its terms, or object to
the discrepancy, in which case the transaction (and all of the
City's obligations hereunder) shall terminate, and Seller shall
not be liable to City for damages.
Seller believes that it will be able to deliver a
4.2 Real property taxes and assessments shall be
prorated through the Close of Escrow based on the latest'tax
information available to Escrowholder. Seller shall convey title
to the City in and to the Property or Parcel P# as the case may
be, by grant deed; provided, that such grant deed shall recite
that it is made subject to all matters of record and the Per-
mitted Exceptions.
4.3 City and Buyer agree to apportion the cost of
Escrow equally. Seller shall pay the expense of any local
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documentary taxes. Recording md other miscellaneous costs and
expenses shall be 8hared in accordance with the custom of the
Escrovholder.
5.0 Exchange of Property.
5.1 The parties identified herein as Seller presently
own the Property (other than Parcel F) as partners of a partner-
8hip, and own Parcel F as rhown on Exhibit H. Prior to the
Property Close of Escrow, or the Parcel F Close of Escrow, as the
case may be, Sellers may elect to cause such partnership to
distribute the Property, or Parcel F8 to the respective Sellers
so that the transactions contemplated hereby may take place at
the individual partner level. Accordingly, each individual
partner is a reparate Seller even though it is agreed that the
respective closing with each of the Sellers are to be concurrent
and conditional upon one another. In addition, each Seller shall
have the right as to his interest (or any portion thereof) in the
Property, or Parcel P, as the case ray be, to elect to cause the
transaction as to ouch interest or any 8uch portion(8) to close
as a .tax free exchangea pursuant to the provisions of Section
1031 of the Internal Revenue Code. In the event that any such
Seller shall elect to cause the transaction to Close as a ,tax
free exchange”, City and such individual Seller agree that no
such exchange shall delay any Close of Escrow hereunder: and each
Seller agrees that the City shall be indemnified from any
expenses or cost which may be incurred in connection with such
exchange .
6.0 Condition of Property.
6.1 City acknowledges that neither Seller nor any of
Seller‘s employees, agents or represents have made any warranties
or representations concerning or regarding the suitability of the
Property for construction or support of structures of any type#
its use as a public recreational facility, or for any other
purpose or use, Upon the Close of Escrow for the Property or the
-- Parcel F Close of ticrow, City shall execute and deliver to
Seller concurrently with the close of 8uch tscro~, a general
release of Seller and its agents, employees and partners fron any
and all claims, losses or demands of any kind whatsoever arising
out of or connected with the condition of the Property previously
or hereafter existing or occurring upon the Property or unsuit-
ability of the Property for any use. Such release shall be in
form reasonably acceptable to Seller, shall contain a waiver by
City of any rights under California Civil Code Section 1542, and
shall provide that the City shall indemnify, defend and hold
Seller harmless from any such claims, etc. brought by a purchaser
or user of any of the Property from City, except any claims, etc.
arising from any acts of Seller or its agents.
7.0 Wiscellaneous.
7.1 Attorneys' Pees. If either City or Seller com-
mences an action against the other to enforce any of the terms of
this Agreement or because of the breach by Buyer or Seller of, or
any dispute concerning, any of the terms hereof, or if tscrow-
holder commences any action with regard to tbe Escrow, the losing
or defaulting party shall pay to the prevailing party (and to
Escrowholder in the case of any action by Escrowholder) reason-
able attorneys' fees, costs and expenses incurred in connection
with the prosecution or defense of such action.
7.2 Notices. All notices, deliveries and demands of
any kind which any party may be required or may desire to give or
serve upon another shall be made in writing and shall be deliver-
ed by per6onal service or sent by registered or certified mail;
postage prepaid, return receipt requested, to the address of that
party set forth below:
If to City: City of Carlsbad
1200 Elm Avenue
Carlsbad Califorriz 92008-1989
Attention: City Pir-ager
with a copy to:
If to Seller:
With a copy to:
Vincent F. Biondo, Esq.
City Attorney City of Carlsbad 1200 Elm Avenue Carlobad, California 92008-1989 Attention: City Manager
HFE, Ltd.
10738 W. Pic0 Boulevard Suite 3
Lob Angeles, California 90064
Hayutin, Rubinroit, Praw L Kupietzky
2029 Century Park East, Suite 1515 Los Angeles, California 90067 Attention: Albert 2. Praw, Esq.
and
John Bartman
9601 Wilshire Boulevard
Suite 810 Beverly Hills, California 90210
Any such notice sent by mail shall be deemed to have been re-
ceived by the addressee on the fifth business day after posting
in the United States mail unless actually received earlier.
party may change its addrebs by giving the other parties written
notice of its new address as herein provided.
A
8. General Provisions.
8.1 Effect of Waivers and Consents. No waiver of
default by any party or parties hereto shall be implied from any
failure or omission by a party or parties to take any action on
account of such default if such default persists or is repeated,
and no express waiver shall affect any default other than the
default kpecified in the express waiver, and that only for the
time and to the extent therein stated. One or more waivers of
any covenant, term or condition of this Agreement by a party or
parties shall not be construed to be a waiver of any subsequent
breach of the same or any other covenant, termor condition. The
consent or approval by any party or parties shall not be deemed
to waive or render unnecessary the consent tc or apprcval by said
party or parties of any uubsequent or rhilar acts by a party or
parties.
8.2 Modification of Agreement. This Agreement may be
mended, modified or changed only by a written instrument rigned
by City and Seller.
provisions of this Agreement and any subsequent escrow instruc-
tion, as such may be amended from the to time, this Agreement
shall control as between City and Seller unless the escrow
instructions expressly state that this Agreement is being amended
thereby and said escrow instructions are signed by both City and
Seller.
In the event of any conflict between the
8.3 Construction of Agreement. The language in all
parte of this Agreement shall be in all ca~e6 construed simply
according to its fair meaning and not strictly €or or against any
of the parties hereto. Headings at the beginnings of Paragraphs
and Subparagraphs of this Agreement are solely for the
convenience of the parties and are not a part of this Agreement.
When required by the context, whenever the singular number is
used in this Agreement, the same shall include the plural, and
the plural shall include the singular; the masculine gender shall
include the feminine and neuter genders and vice versa; the word
.persona shall include corporation, partnership or other form of
association; and the words Vitya and .Seller. shall include the
respective heirs, personal representatives, successors and
assigns, if any, of them.
8.4 Choice of iaw. This Agreement and the transaction
herein contemplated shall be construed in accordance with and
governed by the laws of the State of California.
8.5 Werqer of Prior Agreements and Understandings.
This Agreement, the Revised Stipulated Judgment, and the Exhibits
hereto contair: the entire understandin? between the parties
--
relating to the tranbactions contemplated hereby and all prior or
contemporaneous agreements, understandings, representations and
statements, oral or vritten, are merged herein and shall be of no
further force or effect.
8.6 Further Acts. Each party, upon the request of the
other, agrees to perform such further acts and to execute and
deliver such other documents and instruments as are reasonably
necessary to carry out the provisions of this Agreement.
8.7 Severance. Should any portion of this Agreement
be declared invalid and unenforceable, then such portion shall be
deemed to be severed from this Agreement and shall not affect the
remainder thereof.
8.8 Rule Against Perpetuities. The transactions
contemplated hereby must be consummated, if at all, within the
time permitted by the Rule Against Perpetuities, including
modifications thereof, currently in force in the State of Cali-
fornia.
8.9 Incorporation of Exhibits. Exhibits A through H
are hereby incorporated into this Agreement as if set out in full
at the reference thereto herein.
8.10 Memorandum of Agreement. Subject to the following
bentence, City shall not record this Agreement or any evidence
hereof. However, at the reque6t of City, Seller shall execute a
memorandum with respect to this Agreement which City is hereby
authorized to cause to be recorded in the Official Records of Los
Angeles County. Such memorandum shall not change or otherwise
affect any of the obligations or provisions of this Agreement.
8.11 Execution in Counterparts. This Agreement may be
signed in counterparts with the same effect as if all parties
--
bereto had oigned the same signature page.
shall be construed together and shall constitute one Agreement.
Any signature page of this Agreement may be detached from any
counterpart without impairing the legal effect of any signatures
thereon, and may be attached to another counterpart identical in
form thereto but having attached to it one or more additional
signature pages.
All counterparts
-
8.12 Partnership. Seller, as to that portion of the
Property other than Parcel F, warrants and represents that it is
a general partnerbhip organized and existing under the laws of
the State of California, having its principal place of business
in the County of Lo6 Angeles, California, and is authorized to
execute this agreement on behalf of Seller.
8.13 Effect of Agreement to Purchase Price. City
agrees that it will not argue in any legal or equitable pro-
ceeding between it and Seller, or any of them, that Seller's
agreement herein to the Purchase Price or to the Parcel F Pur-
chase Price, or that Seller's execution of this Agreement is
evidence of the fair market value of the Property, Parcel F or
either of them.
8.14 Limitation of Remedies. It is hereby agreed that
neither party hereto shall have the right to recover or seek
recovery of damages from the other following any breach or
default by Such other party of any of the terms of this
Agreement, and that the 60h recourse for any such'breach or
default shall be to seek non-compensatory relief, including, but
not limited to by way of writ of mandamus or prohibition,
declaratory relief, injunctive relief, specific performance,
contempt, or similar remedies.
IN WITNESS WHEREOF, City and Seller have executed, or
caused this Agreenent to be execute2 by their duly authorized
-
officers, agents or representatives, as of the day and year first
above written.
GROVE APARTMENTS INVESTMENT CO. i
a partnership
H.F.H., LTD., a California limited partnership
By:
Its: General Partner
ROBERT GET2
1 BERNARD CITRON TRUST
MARITAL TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
3:31-b -34-
,.. ..
officers, agents or representatives, as of the day and year first
above written.
GROVE APARTMENTS INVESTMENT CO. a partnership
Bv:
Its:
H.F.H., LTD., a California limited
partnershjp n
By :
Its: General Partner
HARRY J. L. FRANK, JR.
BERNARD CITRON TRUST
By :
Its:
FRED A. BARTMAN, JR.
MARITAL TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
By :
Its:
3:31-b n7i AOL
-14-
RESIDUARY TRUST UNDER THE WILL OF WILLIAM S. BARTMAN
THE CITY OF CARLSBAD
3:31-b
071486
EXEXEI'I k
PARCELS D, E and E PRIYJ: LEG,:& DES C F? P? I @!;c
fortjons of Lots E, 9, IC, 11, 12. 13, 14, 15 8nd 16 in Ro6p Eucalyptus forest
Corprcy's Tract hc,. 1, Srd thc City of GtlELal, C0ur.t) of Szr. Dlrgc., St&tt C!
C.ll$ornir, accordin1 to Yay thereof KO. 1136, file? 9n tht Offlce of tht Cour.ty
Recorder of SZAD Dfego County, June 8, 1906, described 8s follows:
CeprprrrcSag at the Southeast COfDer Of Said Tract, thence dOn8 the Ia6t 11~~ of
mld h8Ct North 00'56'20' krt, 2263.66 feet, uld pojot being South 00'56*20'
West, 414.74 feet froo the YeIt OL)artCf eormr of Section 32, ?ovnrhlp 11 South,
BB~C 4 Ycrt, ho krnrrdloo &re and ?krldirD; tbcace brth 89°18010' krt,
46.07 feet to the True blot Of k6iDnlrrp; 8rld pint biw OD 8 DObtangeDt
cume CODCIV~ Southeasterly 8rd brviPp 8 r8dIur of ~10.00 feet, 8 tadid use $0 arld plot karr North 43'14'53' Yest; thence Soutbwcrterly raid Curve
lurlw raid curve North 89'18'10' west 5S7.72 feet; thence South 61.25'08' Yest
305.23 feet, thence lbrth 10'19'07' krt, 371.05 feet; tbtacc Wrth 79'40'53" East, 272.00 feet; thence Oorth 02.01'30' Vert, 699.16 feet to 8 point 00
1ior to rald poht burr mfth 10'06'31' Errt, thence Southusterly along mid
CWIC through 8 teotrd 8wk Of 03'23'09' 8D 8fC di8t8DCt Of 45.06 fctt, t&ace
tartgem to rrld cufoe South 16.30'00' hrt, 350.95 feet, thence Rorth 1.00 foot;
tbtoce South 76.30'00' hrt, 339.00 feet; thtDCe Soutb 350-00 feet; tbcnce south 06°51'39' East 261.11 feet to the true Point of beglaning.
tbr0-h 8 cemtrd Of 41.33'00' .9 8fC d18t8bce Of 224.81 feet; t&ace
t8wtDt Curve CODCIVC Soutbmsterly 8od b8tlq 8 r8dlUC Of 761.50 feet, l r&r]
kcept lqg thtref rm tb t port ion de Lcr lbtd 86 follom :
beacing at tbe Borthearter1p comer of Clrlsbrd hrct Bo. 77-2, Dnlt 1po. 2,
accordiqg to Map tbtreof Roo 9813 filed lo the Offlce of the County Beorder of raid Lan Dlcgo County, &pteEber 26, 1980; thence llorth l'Ol'lo' E86t, 810w the
hstcrfy Uae of mid Eosp Eucalyptus torest Cocproy'r hatt WO. 1, 643.48 feet;
thebce llorth 89'11'20' West, 46.07 feet to the True POiBt Of beglnaing and the beglonlmg of I SOtrtangtDt CUYWC, CODC8VC Southeasterly and h8Vipg I tadla of
310.00 feet; thence Southerly 81oq raid curve throuth a ccatrril angle of 41°32'50' 8D 8rc distrnce Of 224-79 feet; theace 1c8Vlw 8a;id curve, &nh
89'11*20' Vert, 30.085 feet to the beginning of 8 aoa-tangent Curve, COIX~V~
htheartcrfy and brvlpg 8 radius of )46.00 feet; thence krtherfy dopg #rid
cumc through a ceatral 8ngk Of 45e35'15m 8d 8tt dirtroce Of 270.52 feet;
tbrnce leaoiqg mid curve South 6'45'09' brt, 36.41 feet to the True lolot of
k&gDnlw-
Erceptlng thtrcfrm .a 84 foot dde rtrsp of &Dd, 47-00 feet each ride of the foll oviq: de Kr lbed center llnc :
Co"cDc1ng at 8 piat OD the Westerly flne of grid bt 25 dirtrot tbtreoa North 23.27 '45' Uert , 195.00 feet frarr tbe Soutburt comer tbtreof; tbcoce k8VlDg
88sd Yerterly llot Eortb 68'37'10- &St (recot& Eottb 68'30'28' &tt per deed)
402.52 feet to the True ?oiot of kgfaniryl; tbeact lortb 1U003'07' Uect, 38.57
fHt to tbt btgloDfD# Of 8 Curve, LODCIVt h6tellt 8ad brplqS 8 radius
of 1000-00 ftet; thtace do- uld cume through centtd rpgfe of 14'35*23' 8D
8rc distance of 254.64 feet; tbcDce tanpnt to wfd crrrrt &rth 3.27'41' Vert, 109.90 feet to the brglmdg Of 8 tangent Curve, C00taw Yesterly 8td hrvlpg 8
rdlur of 800.00 feet, tbcocc @long rald curve through 8 central angle of
FARCEL 3
&ceFtlng therefrorr 8~ 84 foot ddc strip Of land, 42-00 feet r8ch ride of the
follovimg descr ibed centerllae:
. .-
,
EXHIBIT A- L
.. . .. - .-.... *' L - - . . . . . . . . .
The land referred to herein 1s 8itustrC i~ thc State cf Ccliforr.!a, CCu-t? cj
ikn Ditto, and 1r dtrcrfbtd 81 foflovr:
those portionfi of Lot8 19, 20, 21, an4 33 and of hcdpptus Street in ROSP
NCALYPTL'S FOES? COWAXY'S TRACT NO- 1, 10 the City of Carlrbad, County of S~G
Dleao, State of Calfforolr, rccordlng to )bp thereof )io. 1136, filed In the Office of the County Recorder Of Sin Diego buatp .hOC 8, 1908, dercrlbed 86
f ollovr:
tfCLPfIRC TEEREFRO!! tbore portionr xyiw lorthcrrterly of tht Southnrterly fine
of mid tucafyptua St rac t .
rum 2:
nose portion8 of Lett 19 and 20 Sa IOSP tUCYlPrUS ?OPES? COHPARP'S 10. I, la the City of Carlabad, bunty of &O Melo, Strte of Califomfa, according
to ttp thereof io. 1136, filed In the Office of the County kcorder of San Diego
buuty, June 8, 1908, dcrcrfkd 81 fo2lavr:
&nclng at tbr hutbeart come? of 8rld Lot 20; tbeace .loa& tbe &#terry tine tbereof; lortb 06'58'00' trrt 278.00 feet to the TWt ?OIBiT O? BECI~K;; tbeacc South 70'28'24' Otrt SOS.81 feet; tbcoee 89'29'00' Yeat 213.14 feet to 8
pint oa a aowtrnpnt 462.52 foot r8diU8 curve CODCI.~ torthuerter3y, 8 radial
line of *ich bearm Soutb 49'22'30- b8t to Drld point; tbeocr brtbcarterty al0~ the 8TC of tbro\yh 8 Central 05T4'55', I dhtroct of
13.72 feet; tbeace taqent to maid CUme, lortb 35'12'35' &8t 449.44 feet to
the kginrdq of a tangent 190*00 feot radium Cum coocare Southcrrterly;
$beDCe lortherrterly .Ion# tbc 8rc Of raid cumc, tbrmgh 8 central axle of 37'47*39- 8 dfmtance of 323.22 feet; thence --cot to 8rld curve, krtb
73'00'14' &rt 111.94 feet to tbe begidag Of 8 t8qeDt 20.60 foot fadlur curve
CODUTe Southwmttrfy; tbcace UStttrIy rod Southermterly 81ODl the 8rC of rrfd
cumt, through 8 centra2 aqg1e 8f 86'40'30' 8 dimtaocc of 30.26 feet to tbe
k#inxdng of 8 teverae lbi2.00 foot radiur curve CODuIe lortbcarterly; tbcnce
$outberrter~y along the arc of 8atd curwe through a Ltatr.1 angle of 24'4St00',
a dlrtaoce of 363.72 feet; thence South 44%'44' Wcrt 161.50 feet to point
ihicb berrm lortb 70'28'24' trrt from the fpuL lO1RT O? IECIRh?RC; thence South
70'28'21' Ycrt 69.19 feet to the TRUE mu71 OF BECIWhlPC.
EZCEPTIRC taEpEFpOn tbort portion8 lyiq huthucmterly of tbr Soutbnrterly liac of maid tucrlyptur Street.
EXHIBIT E
PRELIMINARY TEXT OF BALLOT MEASURE
Shall the City of Carlsbad, California incur a bonded indebtedness in the principle amount of Five Hillion Nine Hundred Fifty Thousand Dollars ($5,950,000.00) for the purpose of the acquisition by said City of a certain municipal improvement of approximately 52.68 acres of undeveloped land known as Hosp Grove
to be acquired for park or open space purposes and for the payment of all costs and expenses in connection with such acquisition and the issuance of the bonds.
1. A Contract for the Creation of a Lien for Payment for Public Improvements, dated January 27, 1981, executed by the City of
Carlsbad and Grove Apartments Investment Company, recorded January 30, 19E3 as File No. 81-030961 of Official Records.
2. A Contract for the Creation of a Lien for Payment for Public Improvements, date6 January 27, 1981, execute? by the City
of Carlsbad and Grove Apartments Investment Co. recorded
February 10, 1981 as File No. 81-041815 of Official Records.
3. A Contract for the Creation of a Lien for Payment for Public Improvements, dated January 27, 1981, executed by the City
of Carlsbat! and Grove Apartments Investment Co., recorded February 17, 1981 as File no. 81-048012 of Official Records.
- EXHlBlTC
EXHIBIT D
a
AGREEMENT FOR SETTLEMENT OF DISPUTES
Ah'D MUTUAL RELEASES
(To be Delivered to Escrow
re Property Close of Escrow)
day of - THIS AGREEMENT is made and entered into this
July, 1986, by and between Grove Apartments Investment Co.
("Grove"), H.F.H., Ltd. ("H.F.H."), Harry J. L. Frank, Jr.
("Frank"), the Bernard Citron Trust ("Citron Trust"), Fred A.
Bartman, Jr. ("Bartman"), the Marital Trust under the Will of
William S, Bartman ("Marital Trust"), the Residuary Trust Under
the Will of William S. Bartman ("Residuary Trust"), Odmark
Development Company ("Odmark"), and the City of Carlsbad
("Carlsbad") .
I
FACTUAL RECITALS
1.0 This Agreement is entered into with reference to the
following facts:
1.1 Grove is and/or previously was the record owner of a
portion of certain real property located in the County of San
Diego (the "Grove Parcel"). The legal description of the Grove
Parcel is attached hereto as Exhibit "l", and incorporated herein
by this reference.
HJR18 :Agr -1-
1.2 For purposes of development, the Grove Parcel was
divided into sub-parcels A, B, C, D, and E, all as reflected on
the Master Plan of Development, approved by Carlsbad on or about
March 3, 1970.
1.3 Grove Sub-parcels B and C have already been developed.
Sub-parcels D and E have the following acreage, which Grove
previously intended to develop with residential units as follows:
D 16.085 acres 130 units
E 27.675 acres 240 units
1.4 Certain of the partners of Grove and HFH, Ltd. are the
record owners of certain real property located in the County of
San Diego ("Parcel wF"). The legal description of Parcel (F is
attached hereto as Exhibit "2", and incorporated. herein by this
reference.
1.5 Parcel F consists of approximately 8.92 acres.
1.6 On or about October 9, 1964, a Grant of Eirsement of
Right-of-way from Rildan, Xnc., a predecessor-in-interest to
plaintiff Grove Apartments Investment Co. ("Grove") to the City
of Carlsbad ("Carlsbad") and the Vista Sanitation District
("VSD"), as tenants in common (wRildan Easement"), dated July 23,
HJR18 : Agr -2-
1964, was recorded in the office of the County Recorder, County
of San Diego, in Book 1964 at Page 184917.
1.7 On or about October 9, 1964, a Grant of Easement of
Right-of-way from Fawco, a partnership, Bernard Citron
("Citron"), and Harry J. L. Frank, Jr. ("Frank"), all
predecessors-in-interest to plaintiff Grove, to Carlsbad and VSD,
as tenants in common ("Fawco Easement"), dated July 23, 1964, was
recorded in the Office of the County Recorder, County of San
Diego, in Book 1964 at Page 184918.
1.8 On April 6, 1977, the City Council of Carlsbad adopted
Ordinance No. 7047 and Ordinance No. 7048, which Ordinances were
superseded by Ordinance No. 9518 creating Chapter 21.49 of the
Carlsbad Municipal Code and Ordinance No. 8073 creating Chapter
18.05 of the CMC, and which imposed a moratorium on the issuance
of building permits in Carlsbad and a moratorium on the
acceptance of applications for and granting of discretionary
approvals for development projects in Carlsbad.
1.9 On or about September 12, 1977, Grove Apartments
Investment Co. ("Grove"), a partnership, as successor in interest
to Rildan Inc., Fawco, Citron, and Frank, filed an action in the
Superior Court entitled "Grove Apartments Investment Co., a
partnership, v. City of Carlsbad, a Municipal Corporation, Vista
Sanitation District, a Public Corporation," being Civil Action
No. N 9052 in the Superior Court for the County of San Diego,
HJRl8 : Agr -3-
North County Branch (hereinafter "Action No. N 9052"), seeking,
among other things, a judicial determination of its rights and
obligations under the Rildan and Fawco Easements and under
Ordinance Nos. 7047 and 7048, as amended and supplemented.
1.10 On or about July 31, 1978, pursuant to leave granted
by the Court therefor, Carlsbad filed a cross-complaint for
declaratory relief adding HFH, Ltd. ("HFH") and Kamar
Construction Company ("Kamar") as parties to this action.
1.11 The trial in the matter commenced in October 1978 and
continued thereafter, except where recessed, until November 20,
1978 when all sides rested, with the presentation of numerous
oral testimony and the introduction of voluminous exhibits by all
parties.
1.12 On November 21, 1978, the Court, after hearing
argument, issued certain tentative rulings, and ordered further
briefing in said action.
1.13 Subsequent to November 21, 1978, the parties and
others, after numerous meetings and other negotiations, entered
into an Agreement for Settlement of Lawsuit and Mutual Releases
(hereinafter the "Grove Settlement Agreement"), resolving, among
other things, all the issues in the action.
HJR18:Agr -4-
1.14 Pursuant to said Grove Settlement Agreement the
parties stipulated to entry of a Judgment Pursuant to Stipulation
(hereinafter the "Grove Judgment"), which thereafter was duly
entered herein, and which provides for certain development rights
with regard to the property which is the subject matter thereof.
1.15 The Grove Judgment provides, among other things, that
the rights provided therein shall terminate after the 10th
anniversary of events more specifically referred to therein, such
that it could be contended that said rights would cease sometime
in late 1989.
1.16 Subsequent to the entry of the Grove Judgment, certain
of the real property which is the subject matter of the Grove
Judgment was developed.
1.17 In order to develop and/or cause the development of
certain remaining portions of the real property which is the
subject matter of the Grove Judgment, Grove entered into an
agreement with Odmark Development Company ("Odmark"), which, as
from time to time amended (the "Grove Odmark Agreement"),
. provides for the sale to Odmark of Parcels D and E of the
property, Parcel E being comprised of sub-parcels E and E Prime.
1.18 Pursuant to the Grove/Odmark Agreement, Odmark
prepared certain designs and plans for a project involving the
construction upon Parcel E of 216 condominim. units (the
HZR18:Agr -5-
"proposed condominium project"), thus involving a project density
of 10.8 dwelling units ("dus") per acre, excluding designated
open space and 40% slopes.
1.19 Prior to January 22, 1986, Odmark submitted to the
Planning Department of the City of Carlsbad an Environmental/
Initial Study including numerous reports and supplemental reports
evaluating potential environmental impacts of and corresponding
mitigation measures for the proposed condominium project.
1.20 The Planning Director of the City of Carlsbad, after
determining that the proposed condominium project would not cause
any significant impacts because potential impacts had been
mitigated, issued a Mitigated Negative Declaration, dated January
26, 1986, which, on February 5, 1986, was recommended for
approval by the Planning Commission of the City of Carlsbad.
1.21 Odmark applied to the Planning Commission of the City
of Carlsbad for approval of a two-lot tentative map and 216/unit
condominium permit with regard to the project.
1.22 By Planning Commission Resolution No. 2538, the
Planning Commission of the City of Carlsbad recommended approval
of a two-lot tentative map and 216-unit condominium permit for
the project.
HZR18 : Agr -6-
1.23 On March 18, 1986, the City Council of the City of
Carlsbad held a public hearing to consider the request by Odmark
to. approve the tentative map and condominium unit permit, and
further to consider approving the Mitigated Negative Declaration
issued by the Planning Director and recommended for approval by
the Planning Commission.
1.24 A number of members of the public appeared at said
hearing to challenge the project, to advocate the acquisition by
the City of Parcels D, E, and F (or portions thereof) for
recreational purposes, and/or to question the conclusions of the
Planning Director and Planning Commission leading to the issuance
of the Mitigated Negative Declaration.
1.25 By Resolution No. 8468, the City Council of the City of
Carlsbad disapproved the Mitigated Negative Declaration, and
directed the preparation of an Environmental Impact Report for
said project .
1.26 In connection with said action, the City Council voted
to cause a review of both the General Plan and Hosp Grove Master
Plan, and to consider the possibility of acquiring some or alloof
Parcels D, E and F.
1.27 Subsequent to the foregoing, Grove and Odmark placed
the City on notice of their position that the foregoing actions
of the City Council in disapproving the Mitigated Negative
H JR18 : Aqr -7-
Declaration, requiring that an Environmental Impact Report to be
prepared concerning said project, causing the Hosp Grove Master
Plan and General Plan to be reviewed were unlawful and in
violation of their rights, including their rights to development
under the Judgment entered in this action.
1.28 Subsequent to the actions of the City Council
described hereinabove, members of the public have continued to
express a desire to attempt to acquire Parcels D, E and F, or
some portion thereof, for park and/or recreational purposes, and
Grove and Odmark have continued to assert their rights to develop
said parcels.
1.29 Since April, 1986, representatives of the City of
Carlsbad, Grove, and Odmark have met and otherwise communicated
on numerous occasions in order to resolve the disputes which
exist between them arising out of the foregoing.
1.30 On or about July - , 1986, Grove, H.F.H., the Vista
Sanitation District, Kamar Construction Company, and the City of
Carlsbad entered into a Stipulation for Entry of Revised
Judgment in Civil Action No. N 9052, pursuant to which a Revised
Judgment Pursuant to Stipulation (the "Revised Grove Judgment")
has been or will be duly entered therein;
1.31 It is now the desire and intention of the Grove and
Odmark parties, on the one part, and the City of Carlsbad, on the
HJR18:Agr -8-
other part, to compromise and resolve all of the disagreements
and disputes which exist or may exist between them arising out of
the foregoing, above, and also to resolve certain other matters.
Pursuant to and in accordance with this desire, and in considera-
tion of the promises and releases contained herein, the parties
agree as follows:
I1
RELEASES
2.0 Grove and Odmark, and each of them, do hereby release
and absolutely discharge the City of Carlsbad of and from any and
all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which Grove and/or
Odmark now have, own, or hold or at any time heretofore ever had,
owned or held based upon or arising out of any matter, cause,
fact, thing, act or omission whatever occurring or existing at
any time to and including the date hereof in connection with
their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the "Released Matters").
2.1 City of Carlsbad does hereby release and absolutely
discharge Grove and Odmark, and each of them, of and from any and
all claims, demands, damages, debts, liabilities, accounts,
HJR18:Agr -9-
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which the City of
Carlsbad now has, owns, or holds or at any time heretofore ever
had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof in connection
with their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the "Released Matters").
2.2 Grove does hereby release and absolutely discharge
Odmark of and from any and all claims, demands, damages, debts,
liabilities, accounts, reckonings, obligations, costs, expenses,
liens, actions and causes of action of every kind and nature
whatever, whether now known or unknown, suspected or unsuspected,
which Grove now has, owns, or holds or at any time heretofore
ever had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof (all of which
are hereinafter referred to as and included within the "Released
MattersR).
2.3 Odmark does hereby release and absolutely discharge
Grove of and from any and all claims, demands, damages, debts,
liabilities, accounts, reckonings, obligations, costs, expenses,
liens, actions and causes of action of every kind and nature
HJR18:Agr -10-
whatever, whether now known or unknown, suspected or unsuspected,
which Odmark now has, owns, or holds or at any time heretofore
ever had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof (all of which
are hereinafter referred to as and included within the "Released
Matters").
2.4 The releases contained in this Agreement, and the
descriptions of the Released Matters, do not cover and should not
be deemed to purport to cover:
A. Any of the rights, duties or obligations of any
party concerning E.D.U.'s or other sewer-related rights as
provided for in the Revised Grove Judgment and presently unused,
including, but not limited to, the rights to connect and the
obligations, if any, to pay for same;
B. Any of the rights, duties, or obligations of any
person or party under the Revised Grove Judgment or otherwise
concerning the real property referred to in the Revised Grove
Judgment as the "May Stores Non-Coastal Zone Commercial Parcel"
and/or the "May.Stores Coastal Zone Commercial Parcel";
2.5 It is the intention of the parties in executing this
Agreement, that this Agreement shall be effective as a full and
final accord and satisfaction and general mutual release of and
HJR18:Agr -11-
..
from all Released Matters, except only as otherwise expressly
provide2 in this Agreement. In furtherance of this intention,
each of the parties acknowledges that it is familiar with Section
1542 of the Civil Code of the State of California, which provides
as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his settle-
ment with the debtor."
Each of the parties waives and relinquishes any right or benefit
which it has or may have under Section 1542 of the Civil Code of
the State of California or any similar provision of the statutory
or non-statutory law of any other jurisdiction to the full extent
that it may lawfully waive all such rights and benefits
pertaining to the subject matter of this Agreement. In connec-
tion with such waiver and relinquishment, each of the parties
acknowledges that it is aware that it or its attorneys may
hereafter discover claims or facts in addition to or different
from those which it now knows or believes to exist with respect
to the subject matter of this Agreement or the other parties
hereto, but that it is its intention hereby fully, finally, and
forever to settle and release all of the Released Matters, known
and unknown, suspected or unsuspected, which now exist, may
exist, or heretofore have existed, between them.
HJR18:Agr -12-
2.6 The parties hereto each warrant and represent to the
other that it is the sole and lawful owner of all right, title
and interest in and to all of the respective Released Matters and
that it has not heretofore, voluntarily, by operation of law or
otherwise, assigned or transferred or purported to assign and
transfer to any person whomsoever any Released Matter or any part
or portion thereof, or any claim, demand or right against the
other.
other from and against any claim, demand, damage, debt,
liability, act, reckoning, obligation, cost, expense, lien,
action, or cause of action (including payment of attorneys' fees
and costs actually incurred whether or not litigation be
commenced) based on or in connection with or arising out of any
such assignment or transfer or purported or claimed assignment or
transfer.
Each of the parties shall indemnify and hold harmless the
111.
BENEFICIARIES
3.0 This Agreement is not for the benefit of any person who
is not a party signatory hereto or specifically named a
beneficiary in this paragraph.
and the releases contained herein shall extend to and inure to
the benefit of, and be binding upon, in addition to the parties
hereto, just as if they had executed this Agreement: the
respective legal predecessors, successors and assigns of the
parties; each and every entity which now is or ever was a parent
The provisions of this Agreement
HJRl8 : Agr -13-
or subsidiary of Odmark; the respective past and present
officers, shareholders, officials, directors, partners,
employees, trustees, beneficiaries, and attorneys of the parties
and/or of each such parent or subsidiary entity, and their
respective legal successors and assigns; and each of the
foregoing.
IV.
GENERAL
4.1 This Agreement and the releases contained herein and
affect the settlement of claims which are denied and disputes
which are contested, and nothing contained herein shall be
construed as an admission by any party hereto of any liability of
any kind to any other party. Each party expressly denies that it
is in any way liable or indebted to any other party.
4.2 This Agreement and the Revised Judgment constitute and
contain the entire agreement and understanding concerning the
subject matter between the parties, set forth all promises and
inducements made by any party to any other party with respect to
any of the subject matter, and supersede and replace all prior
negotiations, proposed agreements or agreements, written or oral..
Each of the parties acknowledges to each of the other parties
that no other party nor any agent or attorney of any other party
has made any promise, representation or warranty whatsoever,
express or implied, written or oral, not contained herein
HJR18:Agr -14-
concerning the subject matter hereof to induce it to execute this
Agreement, and each of the parties acknowledges that it has not
executed this Agreement in reliance on any promise,
representation or warranty not contained herein,
4.3 Each party acknowledges to each of the other parties
that it has been represented by independent legal counsel of his
own choice throughout all of the negotiations which preceded the
execution of this Agreement and that it has executed this
Agreement with the consent and on the advice of such independent
legal counsel. Each party further acknowledges that it and its
counsel have had adequate opportunity to make whatever
investigation or inquiry they may deem necessary or desirable in
connection with the subject matter of this instrument prior to
the execution hereof and the delivery and acceptance of the
consideration specified herein.
4.4 This Agreement and any other documents referred to
herein shall in all respects be interpreted, enforced and
governed by and under the laws of the State of California applic-
able to instruments, persons and transactions which have legal
contracts and relationships solely within the State of
California. Counsel for all parties have read and approved the
language of this Agreement. The language of this Agreement shall
be construed as a whole according to its fair meaning, and not
strictly for or against any of the parties.
HJR18:Agr -15-
4.5 As used in this Agreement, "persons" includes natural
persons, corporations, partnerships, joint ventures an8 any other
entity.
4.6 Whenever in this Agreement the context so requires, the
masculine gender shall be deemed to refer to and include the
feminine and neuter, and the singular to refer to and include the
plural.
4.7 This Agreement may be executed in counterparts and
shall become effective when all parties have executed and acknow-
ledged at least one counterpart and counterparts executed and
acknowledged by all parties have been delivered to counsel for
the parties.
4.8 The titles of the various articles of this Agreement
are used for convenience of reference only and are not intended
to and shall not in any way enlarge or diminish the rights or
obligations of the parties or affect the meaning or construction
of this document.
IN WITNESS WHEREOF, the parties hereto have set their hands
HJR18 : Agr -16-
._ ,
and
GROVE APARTV’NTS a partnership
seals as of the day and year first written above,
INVESTMENT
/7
co .
1
By:
Its:
BERNARD’CITRON TRUST
XARITAL TRUST U);DER THE WILL OF
WILLIAM S. BAR”
HJR18:Xcr
- and seals as of the day and year first written
GROVE APARTFiENTS a partnership
above .
INVESTMENT co .
By:
fts:
H.F.H., LTD.
A
By:
/ ”
U Its:
HARRY J. L. FRANK, JR.
BERNARD CITRON TRUST
By:
Its:
FRED A. BARTWW, JR.
MARITAL TRUST UKDER THE WILL OF
WILLIAM S. BARW
By :
Its:
HJR18:Agr -17-
RESIDUARY TRGST “DER TEE WILL OF UILLXAH S. BART%&’
ODMARK DEVELOPHEh’T CO. a corporation
By:
Its:
THE CITY OF CARLSBAD
APPROVED AS TO FORM AND CONTENT:
mYUTxN, RWBIKROIT, PRAW C KUPIETZKY
By: Eioward J. Rubinroit Attorneys for Grove Apartments Investment Co.; B.F.H.I Ltd.; Harry 3. L. Frank, Jr.; Bernard
Citron Trust; Fred D. Bartman,
Will of William S. Bartman, Residuary‘Trust under the Will of William S. Bartman
Jr.; Marital Trust under the
City Attorney, City of CdTjisbad
PETERSON, THELAN (I PRICE
By:
%
Attorneys for Odmark Development Co.
- . .. i
t I I .. ..
PARCZ A .. '. -7 c$ I
Suoparczl (1) -I I fill thot Portion of Scction 32, TllS, nhllt, S.B.3.m. in the City of Carlobod, County of Son Diogo, Steto of Callfornis - according to Unltod Statoo touornmont Survoy, approved Oocember 29, 1870, deocribod on folloturr .. .
lfojlnnlng at 8 Point on the Meet line of oaiZ Section 52 .
dlotont thereon South 0*5f*2Otf Uiaot, 414.74 foet from the Weet
quarter cornnr of ssid Section 32, thence South IJ9DlB'10N Eeet, 990.00 feet to test line of thet coztoin tract of land in .mid . Section 32, conveyed by Onvid 3. Barton, Et A1 to Reginald blorron, by Deed dated 3u2y 2, 1921, ond rccordod in Book 051, Pogo 471 of
134.53 feet to THE TRUE POINT OF BECItCiJIr?rC; thence continuing North Oo5G'2ON Eu'ot, 563.96 feet; thence North f7°1S*S1n..C~et, 130.72 feet to 8 point on a non-knngent cuturi conc4vD Northenttorly and having e rodiuo of 2565.00 feat, said curus being the South- weitbrly Rigbt of Way of e atrip of land 126.00 feet in width granted to trto City af Cerlobad by Ooed recorded march 11, 1966 undor Rocorderlr Fila flo. 42265 for Public .Highway purpoGea, a redial lino to eaid point boerr South 76O22'48" leet, thonce
.an arc distance 'of 895.35 feet to 8 point of cuep with a curva concove Southerly and having u radium of 20.00 feet, e redial line to maid point of cuop bears North S6*23'4Sm bat, thonce Northerly end Westerly along the leet mentioned curvo thru a central rng1.e of 600S3f27e an ezc dittznce of 31-05 fset, thence ~
bngsnt to osid cufva South S7*30'18" UeclS, 91.42 feet to the beginning uf e ton9cr.t curve eoncavo No:thorly and having a radius oi 330.00 foci, thonce tlasterly dong oaid curve thru 8 central angle of 6Cc29*tfn an erc distmco Of 396.61 foet, thrlnco
bosinnlng of a tan~nn~ curve concavB Southaastarly en-d having m
o ctr.tra1 aglt uf 2C*52@SDm sa ozc.Cietanco of L68.55 feof tct THE TRUE POINT OF SEGCiNC.
Ooods; theoco Nprthorly along reid.Esat Uno tiorth O05G'20" teet, 1 gi . - i
I
.
D
Southwoetorly elong aeid curtla thru 8 central angle of 19°59*U3w ?
D I
k8nCSnt to Oeid CL'r'VC Karth 56°00'41" &Sot, 196-3A feet to the
tedlue of 470.00 Pcot, thsnce &orthwesterly dGng said curve thru .-
-0 .- .-a -.
. -.
39-r
0' 0 PARCEL A (Cont'd.) . ..
t
SiIIi-c.rce 1 { i 1)
: i ... ;. . - A Portion of Loto 25, 24 and 25 in Hoop Cucolyptuo foroot ..
*- Company'o Troct No. 1 according to mop No. 1136 filed In The - Office of Tho County Recordor of. San Oiogo County, State of
8 Califatnio, bofng mora portloularly doocribod 00 followe:
Boplnnfng ot tho Sauthwoot cornor of ooid.lot 25 thenco along
tho SouChwoetcrly lino of oefd Lot 25 North 2502f14Sm Uoot, 195.00 *
foot to THE TRUE POIU OF BCCINNING, thenco continuing elong the Southweoterly line 'or aoid Lot 25 North 23°27~45" Pleot 270.14 feet,
Southwooterly lfne o[ maid Lot 24 North.64°S3~45a Boot, 19-05 foot
Northmeotorly line of-Foroot Stroet (20.00 foet wido) 00 odd Stroot io ohown on Wiloonlo troct accarding to mop thoroof No 2169 tacordod in tho Offic~ of Tho County Racordor of said county on
Aug. 13, 1929, thonco North 5G022'1S" Eoot.30.00 root along onid pro1ongotion, thonco North SSoS2*20" Kb6t, 215,OO foot, thonco North Sbo07'40" hit, 1Sf.79 feet, thence South 2S0S3'13" C8Dt
23e.80 fost, thence South 66°45*S0" EOE~ 530.26 feet to e point on.
1042.00 feet;-e radiai line to mid point boars South 75.29801m -
Wart, thence Southasetotly along .aid curva thru contra1 onpro
of 1.38'58" en arc distance of 30.00 f6ut, thence tengent to omid
Vert, -.?fG,C! r<oct,to ,rn; -rdE PL??i:i C'F EEEIiii4IiJC. .--* .
0 f to the moat Souttforly coznar of eeid lot 24, thenco olong tho .*
to an intotoaction with tho Northeootorly prolongation of tho . -.
.
0 non-tangent curve concove Horthoootorly and heving 0 todiua.of -.
! I cuzvo Scrrth 20°0S'Sfn -..- Coot -1. 40.89 fect, thance South 68°30'20" i . .I )* 0 .. e'".>- * . ** ' I
*Om ?. . ..
t; 0. * 8. It etm om.; . a- . -, me; t -. . . .. ..I . *e.* - -- -0 . .
s . I. --
'I
Ocrnsrdino I);iso floridion, in tho City of Co:l:bsd, County UT Sitn D:r)go,
Ststo of California, according t=, Unitod Statco tovernmont Survoy appro-Jo ' . Dcccmbor 27, 1073 and o portion OF Lots'lZ an;: 75 in Hos-p Cucalyptus for- I
ost Ccnpsny's Tract No. 1, accordins to f73p No. 1136 filod in tho Offico .. ' of t50 County Recorder of Son 01SC;O Ccunty, State cf tnlifornio, Suing *I
COW portioulorly dworilrac! UG folisw;: .
Ocginnfng at a point on the Uask line of Section 32, distant
thoroon South 0°56'20" Wost, 414.74 foot from tho Uost Ouarto:
'line of raid Hosp Tract, thonco South 89016'10" Cast, 990.00 fort
IO the East lino of that cortain tract of land in said Section 32, convoyed by Oavid 3. Rarron, Et Al to Reginald Plarton by dcod dotod July 2, 7921, and recorded in Book 651, Page 076 of deeds,
-thence along said Cast lino North OQ56'2On Cast, 698.49 feot, thence
South ??01S1S7" Uost, 347.20 feot; thence Uest 760.00 feet; thence -,-South 550.00 feet; thence South (ioSl1S9" East 261.31 Poet to a point
that bears North 89*10'10" Uest from the TRUE POIflT Of 8CCIEiNINC; thence South 9~a1611Gtt East.46.07 fret to the TRJII: POiidT Or^ 8CCIN-,' IlIkC,
.'
carnot of said Section 32, said Uost Uno boing also tho fast . a: !
I
a ,.. . .r .
0. -i
-1 . . -. ! . -! .. ._ - ..
9.
* a. *.
-. a
I . .
-. .. .
.. . a ..
-
I h portion of Lots 22 .and 22, and z portion of Eucalyptus
Street in Hosp tucelyptua Forest Company's frect No. 1 according to Oro 1136 riled in Tho Office of The-Caunty Recorder of San Oiego
torrat;! State of California, baing more particulcrly doscribed
-1 i
- as folrcws:
0
Fcginning at the Southasst corner of 'said Lot 21, thence along
tho East line of said Lot 21 North 6°5a"l" fast 273.S6 feot,
thernta ::3:th 73°28t2e" Cast 59.19 Teot, theme North 46OSS16bW Eae: 161.50 foet, thence South 6S0C4'16" East 150.00 feat to The
beginning of a tangent curve -toncave Northeastarly and hawing a rzdius of 838.50 feet, thence Southeasts~ly~along said curwe thru
a central angle of ZSO15'56" an arc distance of 370.00 fest, thence lsaving said-curvs South 19°30148" Olest 385.65 feet to the
Southwost line of said Lot 22, said'point being Cistant thereon kozt.'r S6°271S5n Blast 2OO.OO toot rtom the most Southerly corner of
rc5d Lot 22, thence along the Southwesterly line of said Lot 22
::orth 56O27'35" Utest 59.56 feet to the most Southerly corner of . said Lot 21, thanoe along the Plosterly and Southerly lines of said Lot 21 the following bearing end distances, Carttt SloS1'lln Olost 299.13, North 0°04'OOa tiest i7.40 feet end &u=th 89D2?800''.l!f6et. 2OOa8S feet to mE iWE PaINT OF KCii;3I?dC. *- .. -- .
L. -- . * . .-*
a. 0- * -e --. ~ -- c
1- Sltbgstccl (i) -
i. 1' .. .* .- A portion OF Lot3 0, 9, IO, 'It, 72, 33, 74, '15 snS 16 in Ho39 a. fuca?yptu; foto3t Companyto Tract No. 3 sccoreins to Cap ria. 1136, -.
f&lad in tho offAco of tha County flcco:c'cr cf S;n DicGo cou-.t.~, . Stat~ of tolifornio, boinc, mor0 poztrcularly loscribod 03 folious: .
OoOinning ot tho Southoatt cornor of said Tract, thonco rlong **
* said point baing South O05G'2ON Uost, 614*.74 root from tho hit . . quartor cornor ut: Section 32, founship ?I South, Rango 4 Uost, SJn Dornlnrdino 0350 mnridian, thane0 tJorth 09°10'10" Uqst, 46,O?
tongonk turvo CO~CJVO Southeastotly and iwving J radius of 51U.pO
foot, a radial Uno to said point bsars North 43°16'53" Wost; thonce Southuostorly along said curvo through a control snaie cf 41°33'00" an arc distance of 224.81 feot; thonce 1o;iving said'.. curve North 89°18*131t Uost. 557.72 foet. thonco South 6I02S'0Sm. I
.-
a. **
tho Cast lino of said tract Uorth OoSG'20" East, 2263.66 Took, a*
9:
foot kb YhC YfiUC VfflNT 0,' ~EGINN~NC; tsid paink hoing on a non- .. '
- - *=i. 0.
.
.a
- Uost 305.25 foot, thonco North %0°15)107kWost, 376.35 foot; thanco' -:. - North 79P4(l*53m East, 272.00 foot; thence North 2°01'30" Uott,'
699.76 fmct .Uc, a point on o non-tsngont curvo concavo Southrr'e;tcr1yo i and having a rodiu3 of 7Gl-SO foot, a radial Uno to said point * boars North 1.OoOG~S1" Cost, tlionco Southoactorly alohg said curvtl -. ! through a contra1 angle of 3O23'09" an orc distance of 4s-00 foct,' .: thence tangont to laid curvo South ?6*30'00" fast, 350.95 Poet,
'thcnco North 1.00 foot, thonco South 75*30'00" Cast, 339.00 feet,
--
.* thonce South 350.00 feet; thence South 6O51'59" East 261.11 faet ... . 1.
to the TRUE' POUT OF 3~~1~~fi.r~. I I
0
. .. .
I
;.
*. !
*
t-
.. . .
*'. .
c ?;go six
+.
* cubpi.pc .- z ' i i ! - -. - --. -- -
A portion of L~t3 8, 9, 10, 16, 17, 18, 23, 24, and 25, and
a por:?:n or C2r.o~ Street, md a portlcn 0: Luctly,-::s Stroot in Hoe? Eucalyp:us ioicrtt tonpscy'~ Tract :*aa 1 according tc .
Rap 1156 filed in Tho Office of The County Rocorder of Sen Diego County, State of California, being more porticulsrly deecribed e8
f 01 lowr : .-
Beginning at the most Southwestorly cornor of Lot 25 in raid tract, thence along tho Southuesterly line of aoid Cot 25 North
23u27'6S" Uest, 195.00 feet, thonte North 6Oo3Ur2C" East, 360.41 fret to THE TRUC POINT OF BEfiNNIflC, thence North 18°09t57" West,
60.89 feet to the boginning of a tangont cu:ve ccncave Northeastorly and heving e radius of 1042.00 feet, thence Morthrosterly elong said .curve thru a central angle of 16°35s261t en arc distance of. 265.33
foet, thence tangent to said curve North 3°34t3Sn Eiest 94.02 feet to the beginning of a tangent curva concave Southoesterly and having
8 rrdiua of 658.00 feet, thence Nokthwostetly along said curve thru
8 central anglepf 22*18130n on arc distance of 178.34 feet, thence tangent to said hrve North 2S0S3t13n Wost lG9,20 feet to the baginning of a tangant curva concavc~ tJortho'a8terly and having e radius of 1042.00 feet, thence Rorthuesterly along said curve thtu
8. Central angle of 10*17*57" an arc diStmC8 of 187.30 feet, thence tangent to seid-curve North 1S03S116* West, 108.41. feet to the bwginning of a tangent curve concave Southwesterly and having a radius of 20.00 feat, thence Northwesterly along raid curve thru a contra1 angle OF 88°16a48n an arc distance of 30.92 feet to a point -of cusp with a curve concave Northwesterly end having a radius of 838.50 Feat, 8 tafial line to said point of cusp bears South 150 .-
S2*04" Cast, %hence Northeasterly along the last mentioned curve
thtu a central ansle of 1°63*12" an arc distancs of 25.17 feet,
thence tangent tu said curve North 76°26*C6N East 140.00 feat to
We bqinninq of a tangent curve concavct Rorthwosterly and having a radius of 053.50 feet, thence Northeastcriy along said curve thru
8 centrti m~it of 13°21t64N an arc distance OF 196.28 feet, thence .tanFen: :3 said c'Jrve Notth 61°0010C?m East, 176.51 feet to the
bcgincit; ct : tcngent curve cgncavz fouthoasterly and havins a radiuz t- :;;.SO faet, thonce Easterly along maid curve thru a
CentiCI :::tic c? 53°06tS1'1 an arc discance of 519.65 feet, thenca South 2'f':;'S" Cast 699.16 feet, thenca South 79@60153" Blest, 272.03 foet, t.-,c-,,=z Ecrlth 10°19r07n East 57b.X feet, th-ence Suuth 6ao3Ot2OR Ueot, 2;LtP.' -ic=t to THE TRUE: Poi35 OF BECINNINC. .
- -.
-.
1
4
.-
.- a _- . . . .- - - ..- 0 .- .-
- .a
. ..- .
. ,
0'
AGREEMENT FOR SETTLEMENT OF DISPUTES
AND MUTUAL RELEASES
(To be Delivered to Escrow
re Parcel F Close of Escrow)
THIS AGREEMENT is made and entered into this - day of
July, 1986, by and between Grove Apartments Investment Co.
("Grove"), H.F.H., Ltd. ("H.F.H."), Harry J. L. Frank, Jr.
("Frank"), the Bernard Citron Trust ("Citron Trust") , Fred A.
Bartman, Jr, ("Bartman"), the Marital Trust under the Will of
William S. Bartman ("Marital Trust"), the Residuary Trust Under
the Will of William S. Bartman ("Residuary Trust"), Odmark
Development Company ("Odmark"), and the City of Carlsbad
("Carlsbad") .
I
FACTUAL RECITALS
1.0 This Agreement is entered into with reference to the
following facts:
1.1 Grove is and/or previously was the record owner of a
portion of certain real property located in the County of San
Diego (the "Grove Parcel"). The legal description of the Grove
Parcel is attached hereto as Exhibit "l", and incorporated herein
by this reference.
HJR18:Agr 2 -1-
1.2 For purposes of development, the Grove Parcel was
divided into sub-parcels A, B, C, D, and E, all as reflected on
the Master Plan of Development, approved by Carlsbad on or about
March 3, 1970.
1.3 Grove Sub-parcels B and C have already been developed.
Sub-parcels D and E have the following acreage, which Grove
previously intended to develop with residential units as follows:
D 16.085 acres 130 units
E 27.675 acres 240 units
1.4 Certain of the partners of Grove and HFH, Ltd. are the
record owners of certain real property located in the County of
San Diego ("Parcel "F") . The legal description of Parcel (F is
attached hereto as Exhibit "2", and incorporated herein by this
reference.
1.5 Parcel F consists of approximately 8.92 acres.
1.6 On or about October 9, 1964, a Grant of Easement of
Right-of-way from Rildan, Inc., a predecessor-in-interest to
plaintiff Grove Apartments Investment Co. ("Grove") to the City
of Carlsbad ("Carlsbad") and the Vista Sanitation District
("VSD") , as tenants in common ("Rildan Easement"), dated July 23,
1964, was recorded in the office of the County Recorder, County
HJR18:Agr 2 -2-
of San Diego, in Book 1964 at Page 184917.
1.7 On or about October 9, 1964, a Grant of Easement of
Right-of-way from Fawco, a partnership, Bernard Citron
("Citron"), and Harry J. L. Frank, Jr. ("Frank"), all
predecessors-in-interest to plaintiff Grove, to Carlsbad and VSD,
as tenants in common ("Fawco Easement"), dated July 23, 1964, was
recorded in the Office of the County Recorder, County of San
Diego, in Book 1964 at Page 184918.
1.8 On April 6, 1977, the City Council of Carlsbad adopted
Ordinance No. 7047 and Ordinance No. 7048, which Ordinances were
superseded by Ordinance No. 9518 creating Chapter 21.49 of the
Carlsbad Municipal Code and Ordinance No. 8073 creating Chapter
18.05 of the CMC, and which imposed a moratorium on the issuance
of building permits in Carlsbad and a moratorium on the
acceptance of applications for and granting of discretionary
approvals for development projects in Carlsbad.
1.9 On or about September 12, 1977, Grove Apartments
Investment Co. ("Grove"), a partnership, as successor in interest
to Rildan Inc., Fawco, Citron, and Frank, filed an action in the
Superior Court entitled "Grove Apartments Investment Co., a
partnership, v. City of Carlsbad, a Municipal Corporation, Vista
Sanitation District, a Public Corporation," being Civil Action
No. N 9052 in the Superior Court for the County of San Diego,
North County Branch (hereinafter "Action No. K 9052"), seeking,
HJRi8:Agr 2 -3-
among other things, a judicial determination of its rights and
obligations under the Rildan and Fawco Easements and under
Ordinance Nos. 7047 and 7048, as amended and supplemented.
1.10 On or about July 31, 1978, pursuant to leave granted
by the Court therefor, Carlsbad filed a cross-complaint for
declaratory relief adding HFH, Ltd. ("HFH") and Kamar
Construction Company ("Kamar") as parties to this action.
1.11 The trial in the matter commenced in October 1978 and
continued thereafter, except where recessed, until November 20,
1978 when all sides rested, with the presentation of numerous
oral testimony and the introduction of voluminous exhibits by all
parties.
1.12 On November 21, 1978, the Court, after hearing
argument, issued certain tentative rulings, and ordered further
briefing in said action.
1.13 Subsequent to November 21, 1978, the parties and
others, after numerous meetings and other negotiations, entered
into an Agreement for Settlement of Lawsuit and Mutual Releases
(hereinafter the "Grove Settlement Agreement"), resolving, among
other things, all the issues in the action.
1.14 Pursuant to said Grove Settlement Agreement the
parties stipulated to entry of a Judgment Pursuant to Stipulation
HJR18:Agr 2 -4-
(hereinafter the "Grove Judgment"), which thereafter was duly
entered herein, and which provides for certain development rights
with regard to the property which is the subject matter thereof.
1.15 The Grove Judgment provides, among other things, that
the rights provided therein shall terminate after the 10th
anniversary of events more specifically referred to therein, such
that it could be contended that said rights would cease sometime
in late 1989.
1.16 Subsequent to the entry of the Grove Judgment, certain
of the real property which is the subject matter of the Grove
Judgment was developed.
1.17 In order to develop and/or cause the development of
certain remaining portions of the real property which is the
subject matter of the Grove Judgment, Grove entered into an
agreement with Odmark Development Company ("Odmark"), which, as
from time to time amended (the "Grove Odmark Agreement"),
provides for the sale to Odmark of Parcels D and E of the
property, Parcel E being comprised of sub-parcels E and E Prime.
1.18 Pursuant to the Grove/Odmark Agreement, Odmark
prepared certain designs and plans for a project involving the
construction upon Parcel E of 216 condominium units (the
"proposed condominium project"), thus involving a project density
of 10.8 dwelling units ("dus") per acre, excluding designated
HJR18:Agr 2 -5-
open space and 40% slopes.
1.19 Prior to January 22, 1986, Odmark submitted to the
Planning Department of the City of Carlsbad an Environmental/
Initial Study including numerous reports and supplemental reports
evaluating potential environmental impacts of and corresponding
mitigation measures for the proposed condominium project.
1.20 The Planning Director of the City of Carlsbad, after
determining that the proposed condominium project would not cause
any significant impacts because potential impacts had been
mitigated, issued a Mitigated Negative Declaration, dated January
26, 1986, which, on February 5, 1986, was recommended for
approval by the Planning Commission of the City of Carlsbad.
1.21 Odmark applied to the Planning Commission of the City
of Carlsbad for approval of a two-lot tentative map and 216/unit
condominium permit with regard to the project.
1.22 By Planning Commission Resolution No. 2538, the
Planning Commission of the City of Carlsbad recommended approval
of a two-lot tentative map and 216-unit condominium permit for
the project.
1.23 On March 18, 1986, the City Council of the City of
Carlsbad held a public hearing to consider the request by Odmark
to approve the tentative map and condominium unit permit, and
HJR18:Agr 2 -6-
further to consider approving the Mitigated Negative Declaration
issued by the Planning Director zz6 recommended for approval by
the Planning Commission.
1-24 A number of members of the public appeared at said
hearing to challenge the project, to advocate the acquisition by
the City of Parcels D, E, and F (or portions thereof) for
recreational purposes, and/or to question the conclusions of the
Planning Director and Planning Commission leading to the issuance
of the Mitigated Negative Declaration.
1-25 By Resolution No. 8468, the City Council of the City of
Carlsbad disapproved the Mitigated Negative Declaration, and
directed the preparation of an Environmental Impact Report for
said project.
1.26 In connection with said action, the City Council voted
to cause a review of both the General Plan and Hosp Grove Master
Plan, and to consider the possibility of acquiring some or all of
Parcels D, E and F.
1.27 Subsequent to the foregoing, Grove and Odmark placed
the City on notice of their position that the foregoing actions
of the City Council in disapproving the Mitigated Negative
Declaration, requiring that an Environmental Impact Report to be
prepared concerning said project, causing the Hosp Grove Master
Plan and General Plan to be reviewed were unlawful and in
HJR18:Agr 2 -7-
- violation of their rights, including their rights to development
under the Judgment entered in this action.
1.28 Subsequent to the actions of the City Council
described hereinabove, members of the public have continued to
express a desire to attempt to acquire Parcels D, E and F, or
some portion thereof, for park and/or recreational purposes, and
Grove and Odmark have continued to assert their rights to develop
said parcels.
1.29 Since April, 1986, representatives of the City of
Carlsbad, Grove, and Odmark have met and otherwise communicated
on numerous occasions in order to resolve the disputes which
exist between them arising out of the foregoing.
1.30 On or about July 8 1986, Grove, H.F.H., the Vista -
Sanitation District, Kamar Construction Company, and the City of
Carlsbad entered into a Stipulation for Entry of Revised
Judgment in Civil Action No. N 9052, pursuant to which a Revised
Judgment Pursuant to Stipulation (the "Revised Grove Judgment")
has been or will be duly entered therein;
1.31 It is now the desire and intention of the Grove and
Odmark parties, on the one part, and the City of Carlsbad, on the
other part, to compromise and resolve all of the disagreements
and disputes which exist or may exist between them arising out of
the foregoing, above, and also to resolve certain other matters.
HJR18:Agr 2 -8-
Pursuant to and in accordance with this desire, and in considera-
tion of the promises and releases contained herein, the parties
agree as follows:
I1
RELEASES
2.0 Except as to any matters contained in the Revised Grove
Judgment, Grove and Odmark, and each of them, do hereby release
and absolutely discharge the City of Carlsbad of and from any and
all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which Grove and/or
Odmark now have,
owned or held based upon or arising out of any matter, cause,
fact, thing,.act or omission whatever occurring or existing at
or hold or at any time heretofore ever had,
any time to and including the date hereof in connection with
their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to
and included within the "Released Matters"),
as
2.1 Except as to any matters contained in the Revised Grove
Judgment, the City of Carlsbad does hereby release and absolutely
HJRl8 : Aqr 2 -9-
a
discharge Grove and Odmark, and each of them, of and from any and
all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs, expenses, liens, actions and
causes of action of every kind and nature whatever, whether now
known or unknown, suspected or unsuspected, which the City of
Carlsbad now has, owns, or holds or at any time heretofore ever
had, owned or held based upon or arising out of any matter,
cause, fact, thing, act or omission whatever occurring or exist-
ing at any time to and including the date hereof in connection
with their ownership of and/or rights and/or attempts to develop
Parcels D, E, and F (all of which are hereinafter referred to as
and included within the "Released Matters").
2.2 It is the intention of the parties in executing this
Agreement, that this Agreement shall be effective as a full and
final accord and satisfaction and general mutual release of and
from all Released Matters, except only as otherwise expressly
provided in this Agreement. In furtherance of this intention,
each of the parties acknowledges that it is familiar with Section
1542 of the Civil Code of the State of California, which provides
as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his settle-
ment with the debtor."
HZR18:Agr 2 -10-
Each of the parties waives and relinquishes any right or benefit
which it has or may have under Section 1542 of the Civil Code of
the State of California or any similar provision of the statutory
or non-statutory law of any other jurisdiction to the full extent
that it may lawfully waive all such rights and benefits
pertaining to the subject matter of this Agreement.
tion with such waiver and relinquishment, each of the parties
In connec-
acknowledges that it is aware that it or its attorneys may
hereafter discover claims or facts in addition to or different
from those which it now knows or believes to exist with respect
to the subject matter of this Agreement or the other parties
hereto, but that it is its intention hereby fully, finally, and
forever to settle and release all of the Released Matters, known
and unknown, suspected or unsuspected, which now exist, may
exist, or heretofore have existed, between them.
2.3 The parties hereto each warrant and represent to the
other that it is the sole and lawful Owner of all right, title
and interest in and to all of the respective Released Matters and
that it has not heretofore, voluntarily, by operation of law or
otherwise, assigned or transferred or purported to assign and
transfer to any person whomsoever any Released Matter or any part
or portion thereof, or any claim, demand or right against the
other.
other from and against any claim, demand, damage, debt,
liability, act, reckoning, obligation, Cost, expense, lien,
action, or cause of action (including payment of attorneys' fees
Each of the parties shall indemnify and hold harmless the
HJR18:Agr 2 -11-
and costs actually incurred whether or not litigation be
commenced) based on or in connection with or arising out of any
such assignment or transfer or purported or claimed assignment or
transfer .
111.
BENEFICIARIES
3.0 This Agreement is not for the benefit of any person who
is not a party signatory hereto or specifically named a
beneficiary in this paragraph.
and the releases contained herein shall extend to and inure to
the benefit of, and be binding upon, in addition to the parties
hereto, just as if they had executed this Agreement:
respective legal predecessors, successors and assigns of the
parties; each and every entity which now is or ever was a parent
or subsidiary of Odmark; the respective past and present
officers, shareholders, officials, directors, partners,
employees, trustees, beneficiaries, and attorneys of the parties
and/or of each such parent or subsidiary entity, and their
respective legal successors and assigns; and each of the
foregoing.
The provisions of this Agreement
the
HJR18:Agr 2 -12-
IV.
GENERAL
4.1 This Agreement and the releases contained herein and
affect the settlement of claims which are denied and disputes
which are contested, and nothing contained herein shall be
construed as an admission by any party hereto of any liability of
any kind to any other party. Each party expressly denies that it
is in any way liable or indebted to any other party.
4.2 This Agreement and the Revised Judgment constitute and
contain the entire agreement and understanding concerning the
subject matter between the parties, set forth all promises and
inducements made by any party to any other party with respect to
any of the subject matter, and supersede and replace all prior
negotiations, proposed agreements or agreements, written or oral.
Each of the parties acknowledges to each of the other parties
that no other party nor any agent or attorney of any other party
has made any promise, representation or warranty whatsoever,
express or implied, written or oral, not contained herein
concerning the subject matter hereof to induce it to execute this
Agreement, and each of the parties acknowledges that it has not
executed this Agreement in reliance on any promise,
representation or warranty not contained herein.
4.3 Each party acknowledges to each of the other parties
that it has been represented by independent legal counsel of his
HJRl8 : Agr 2 -13-
own choice throughout all of the negotiations which preceded the
execution of this Agreement and that it has executed this
Agreement with the consent and on the advice of such independent
legal counsel. Each party further acknowledges that it and its
counsel have had adequate opportunity to make whatever
investigation or inquiry they may deem necessary or desirable in
connection with the subject matter of this instrument prior to
the execution hereof and the delivery and acceptance of the
consideration specified herein.
4.4 This Agreement and any other documents referred to
herein shall in all respects be interpreted, enforced and
governed by and under the laws of the State of California applic-
able to instruments, persons and transactions which have legal
contracts and relationships solely within the State of
California, Counsel for all parties have read and approved the
language of this Agreement. The language of this Agreement shall
be construed as a whole according to its fair meaning, and not
strictly for or against any of the parties.
4.5 As used in this Agreement, "persons" includes natural
persons, corporations, partnerships, joint ventures and any other
entity.
HJR18:Agr 2 -14-
4.6 Whenever in this Agreement the context so requires, the
masculine gender shall be deemed to refer to and include the
feminine and neuter, an&the singular to refer to and include the
plural.
4.7 This Agreement may be executed in counterparts and
shall become effective when all parties have executed and acknow-
ledged at least one counterpart and counterparts executed and
acknowledged by all parties have been delivered to counsel for
the parties.
4.8 The titles of the various articles of this Agreement
are used for convenience of reference only and are not intended
to and shall not in any way enlarge or diminish the rights or
obligations of the parties or affect the meaning or construction
of this document.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the day and year first written above.
GROVE APARTMENTS INVESTMENT CO. . a partnership
HJR18:Agr 2 -1 5-
i By:
Its:
BERNARD’CITRON TRUST
By:
MARITAL TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
By :
/I
RESIDUARY TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
ODMARK DEVELOPMENT CO.
a corporation
By :
EJF.1 E :Agr 2 -16-
H.F.H., LTD.
HJR18:Agr 2
By: /
Its: u
HARRY J. L. FRANK, JR.
BERNARD CITRON TRUST
By :
Its:
FREDA. BARTMAN, JR.
MARITAL TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
By :
Its:
RESIDUARY TRUST UNDER THE WILL OF
WILLIAM S. BARTMAN
By:
Its:
ODMARK DEVELOPMENT CO.
a corporation
By :
-16-
Its:
THE CITY OF CARLSBAD
APPROVED AS TO FORM AND CONTENT:
HAYUTIN, RUBINROIT, PRAW & KUPIETZKY
By:
Howard J. Rubinroit
Attorneys for Grove Apartments Investment Co.; H.F.H., Ltd.; Harry J. L. Frank, Jr.; Bernard
Citron Trust; Fred D. Barman, Jr.; Marital Trust under the
Will of William S. Barman,
Residuary Trust under the Will of William S. Barman
City Attorney, City of Cavsbad
PETERSON, THELAN & PRICE
By :
'Attorneys for Odmark
Development Co. '
fiJR18:kgr 2 -17-
L' ! *
1. e e .- .I 1 I I .. .* .
'7LL i a.
.* PARCEL A .. - , Suomrezl ($1 -1 I s
All that Portion of Sockion 32, TUS, Rhu, S.B.D,ftl. in th. . City of Carlobed, County of Son Diogo, Strto of Callfornir
according to Unitod Statoo Covornmont Survoy, approved December
8ojinning mt a Point on the Mest line of B8ld Section 32 .
diatnnt thereon South 0°5f'20" Oloot, 414.76 foet from the Illest quarter cornor of airid Saction 32, thence South 09°18910m Cas:,
990.00 feet to fait line of that co:toin tract of tend in anid Section 32, conveyed by David 3. Elarron, Et A1 to Reglneld barrun, by Osed doted July 21 1921, and rocordod in Book 851, Pogo 476 of
134.53 ?set to T)lE TRUE POINT OF BtCitJt41WC; thence continuing North OoSG*20a Cdot, 563.96 feet; thmnce Worth 77@1S'Sl'@-Laet,
and hsving 8 redfuo of 2563.00 tout, mid turw beinQ the South- westerly Right of play of 0 otrip of land 126.00 foot in width srentod to trte City of Corlobnd by Dood rocorded March 11, 1966 undor Rocorder'r filo Uo. 4224s for Public-Hlghwoy purpo683, 0 tadiel lino to roid point boerr South 76°22e48w loat, thence Southomrtarly along 8aid turva thru central angle or 19.59'03m ,mn erc distance of 893.95 foot to point of curp rith curvo ioncmue Southerly md heving 0 r8dfU8 af 20,oO foot, rrdi.1 &ha to 08id point of mop bear. Rorth S6*23'4SW Cmst, tbence . Worthrrly and UeaterLy along the hot montionod curvo thru 8 central an9131 of 60@S3°27m 8n art distrncm of 31-03 feet, thence --
kngent to-oeid curve South 57.30'18' bet, 91.62 feet to the beginning of a ton9cr.t curvu soncovo lorthorly ond having e redius of 330.00 fcct, thonco Dostetly along orrid curve thru a control angle of bGcZ9'fla en erc diatanco or 396.46 fost, thonco t8ftQent ta oufd t~rvt Garth 56°00*41a €bot, 196-3a feet to the br~inning of o tengmr curve concave Southaortorly aqd heving 8
car.tz61 tqlc of 22*5Z953* cil arc-Cimtanco of 168.55 foot fa
29, 1870, deoctlbed 00 l0110~0t ..
Ooods; thonco N-ortharly along raid*East Uno North OoSG*20" bat, 1
fi * r
l
. 430.72 feet to a poiirt on a non-tnngent curvu concavm Northeactotly
.
?
z
1-
rmdlur a? 470.00 ?cot, thsnce lorthueaterly aiong raid curve thru .-
-0 .- * -:. TRUE POSNT Or' QEGCINf,
*b
. ..
*.. . .. ..
'I ..
. -.
._
PARCEL A (Cont'd,) .
*-
Sahparcd I (i L 1
.*. -4' - 0 0;
0. 4 Portion of Lot8 23, 24 ond ZS Sn Hoop Cucolyptuo foroot .- *- Coapany'a Tract No. 1 according to mop lo. 1136 filed In The -.
S Californf a, botng mor0 portlcularly doocritod OD follow; 1
- Office of Tho County Aecozdot of. Son Oiogo County, Steto of
-- BogLnning ot tha Southroot cornor of ooid.lot 25 thence dong tho Southwaetotly lino of oeid Lot 25 North 23.2?'45" tloot, 195.00 .
fomt to THE TRUE POINT Of BCCINNINE, thenco continuing dong the Southweotrrly linebf raid Lot 25 bJort1r 25*27*4Sn bot 270.14 fooi, to the a0.t Souttferly cotnor of oeid Lot 24, thenco olong tho ..
.- Lo on SntoroectAon cith tho Wortheootorly prolongotion of tho
.e
Southoookerly line o< said Lot 24 #orth.6d033*4Sn hot, 19.0s foot
hrlhweatorly Uno of-Foroat Stroet (20.00 foot ride) au odd Stroot 1. ohoon an Uihonfo Tract according to map thotoor No 2169 tocordod in the Office of Tho County Recordnr or meld County on Aug. 13, 1923, khenco Notth S6°22'1S" Coot .30.00 foot along onid
prolongelion, thonco Uorth 3So52*2Ow Wust, 215,OO foot, thonco - @Orth S60C)7'4Oa Em:, 1s?.79 feet, thonce South 2S0S3'f3* hot 238.80 foot, thmncr South 66.aS*SOa hot 330.26 feet to 0 point on-
1042.00 f'oot,'-a radial Una to maid point boars South 3Sg29*0la @o8t, thrnco Soukha@8tO?t~ along aafd curvo thru centre1 crngro ef 1*38eS8a en orc dfslurce of 30.00 feet, thencm tangent to *aid
Efer'c, %Z€G,t? :?o&-rto in^ -Ted% Wfi3 C'F EEl;-Ii;WitJf. ;-a*
. . --
b
0 man-tmngant curve CO~COVO lorthoooterly and hawing 8 rodiua -of
CUfVe Scuth ?$a09*S?9 ...e Ea8f e. 40.69 L
--
1- I fect, thonco South 68.30'20" f
- . Wt'. e .* m' a"*, *-e 8
.
. IS -0
'-' t. . -0 - ai, *?* - OW-- 0
0 . 0- , * -, e*; :- -* . - a. ..:. -a.*- *,-e 0 - *
0
. .. .
'k
0 ". PhX2L 0-E (Ccnt ' d. 1 'c .. 4
&. - fu1q'r.P.t 21 ' i i ! - -. -*-I ---
A portion of t~t3 8, 9, 10, 16, 17, 18, 23, 24, end 25, end
a portizn o,C Caror. Street, srd it por::cn 0,' Lt'cc.ly;';cs
Stroot in Hoep Eucolypkus ioirot Conps~y'3 Tract ho. 1 accordin? tc'..-
Map 1156 filed in Tho Office of The County Rocorder of Sen Diego County, Stet8 of California, being more particulsrly deecribad a8 followm: .. .
.-
.
Boginning at tho most Southwestorly cornor of Lot 25 in said tract, thence along tho Southuesterly line of aoid Lot 25 North 23°27f6S" fllest, 195.00 feet, thonce North 6Q030'2C" Cast, 560.41 fmet to THE TRUE POIN Of BEfiNNIrlt, thenca North 18°09'S7w West, 40.89 feet to the boginning of a tangont curve ccncave Northeastosly and having a radius of 1042.00 feet, thence Morthmosterly along seid
curvs thru a central angle of 14°35*26*J en 8rc distance of. 265.53
faet, thence tangent to said curve North 3O34*35= Vest 94.02 feet to the beginning of a tangent curvo concave Southuesterly and having a radius of 458.00 feet, thence Nokthuotterly along aaid curve thru I
8 contra1 angle pf 22.18'30" on arc distance of 176.34 feet, tangent tu said &urve North 25°53s15w Plait lG9..20 feet to the thence ! t baginning of a tangant curua concav8 Worthoketerly and having a radius of 1042.00 feet, thence Northuesterly along said curve thru
8. central angle of 1O017'Sta an arc diStJnCe of 187.30 feet, thence
tangent to seid;curve North 1S035'16" Ulest, 108.41. feet to the bmginning of a tangent curve concave Southatesterly and having a . radius of 20.00 feat, thence Northwesterly along said curve thru a contra1 8nglo of 88O15'48" an arc distance of 30.92.feet to 8 point of cusp with a curue concava Northwesterly end having 8 radius of
-836.~0 feet, ra5itl line to S8fd point of cusp bsars South 13O .- SZ*OO" Cast, 'thence Northeasterly along the last mentioned curve thru 8 central ansle of 1°43*12" an arc distance of 25.17 feet, thence tangent to +aid curve North 7A026*C6" Eost 140-00 fast to the beginning of a tangent curve contavo RoFthwosterly and having a radius of 039.50 feet, thence Northeastcrly along said curve thru
a cent::: sngie of 13°2t~/,4" an arc distance OF 196.28 feet, tnsnce -tangen: :-=, raid c'Jrve North 61°00r0E1" East, 174.31 feet to the bcgint.i.-; ct c tcngent curve cgncave Southeasterly and havincj a radiuz t- :;;.SO feet, thonce Easterly along maid mrve thru a
centrtl Ci:<:t c< 59°U6f51" an arc disfance of 519.65 feet, thence 8 South 2'Z:.:;'Z" fast 699.16 feet, thenca South 79.40'53" tllest, 272.03 : feet, tr.c-,=z Ec:vth 111°19r07n Cast 37a.OS feet, t6ence South 63O3O*2OR Uoot, SL,I.- -ic:i; to THE TRUE POi?!T Of BEGI#NINC. 1
:i :
-- - -.
..
D
.
. -
. ..C .
-4 .
lite of Street.
_.
EXHIBIT F
PERMITTED EXCEPTIONS
(a) Exceptions numbered 1 through 11 and IS as disclosed in that
certain Preliminary Title Report issued by First American Title Insurance Company, dated as of June 12, 1986 (Order No.
900394-2) ; and
(b) Exceptions numbered 1 through 9 as disclosed in that certain Preliminary Title Report issued by First American Title Insurance
Company, dated as of June 12, 1986 (Order No. 925612-2).
€XHIBIT F
EXHIBIT G
INDEMNIFIED AGREEMENTS
An Agreement regarding proposed roadways, dated October 26, 1977, upon the terms covenants and conditions contained therein.
EXECUTED BY AND BETWEEN: GROVE APARTMENTS INVESTMENT CO. an6
KAMAR CONSTRUCTION CO.
RECORDED: March 20, 1978 as File No. 78-108597 of Official Records.
Modification of the 1977 Agreement between adjacent land owners,
dated October 26, 1977, executed upon the terms, covenants and conditions contained therein, recorded October 16, 1978 as File
No. 78-440517 of Official Records.
A Second Modification to 1977 Agreement between adjacent land
owners, dated November 3, 1982, executed upon the terms, covenants and conditions contained therein, recorded November 24,
1982 as File No. 82-363510 of Official Records.
3:31:x
'r EXHIBIT H
EXHIBIT H