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HomeMy WebLinkAbout1986-07-22; City Council; Resolution 8702Y 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8702 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING A STIPULATION FOR ENTRY OF REVISED JUDGMENT IN GROVE APARTMENTS V. CITY OF CARLSEAD The City Council of the City of Carlsbad, California hereby resolves as follows: 1. The Stipulation for Entry of Revised Judgment in Grove Apartments v. City of Carlsbad attached hereto is approved. PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California on the 22nd day of Julv by the following Vote, to wit; AYES: Council Members Casler, Lewis, Kulchin and Pettine NOES: None ABSENT: Council Member Chick 7LyL L MARY H. CASLER, Mayor ATTEST: ALETHA L. RAUTENKRANZ, City Cl]erk 4- :t Lt i I( 1: 1: 1; 1d l! 1( 1: 1€ IS 2c 21 22 22 24 25 26 27 2'; HAYUTIK, RUBINROIP, PRAM & KUPIETZKY Howard J. Rubinroit 2029 Century Park East, Suite 1515 Los Angeles, California 90067 (213) 277-5050 Attorneys for Plaintiff GROVE APARTMENTS Ih'CESTMENT CO., and Cross-Defendant HFH, LTD. SUPERIOR COURT OF THE STATE OF CALIFOFWIA FOR THE COUNTY OF LOS ANGELES GROVE APARTMENTS INVESTMENT CO. # ) a partnership, 1 1 Plaintiff ) 1 vs . 1 1 CITY OF CARLSBAD, a Municipal ) corporation, et al., 1 1 Defendants. ) 1 CITY OF CARLSBAD, a Municipal ) corporation, 1 1 Cross-Complainant, ) 1 vs. 1 1 HFH, LTD., a partnership, KAMAR ) CONSTRUCTION CO., a partnership,) and DOES I through XV, 1. inclusive, 1 1 Cross-Defendants. ) NO. N 9052 STIPULATION FOR ENTRY OF REVISED JUDGMENT The parties to this Stipulation are Grove Apartrents Invest- ment Co., the City of Carlsbad, the Vista Sanitation District, 7 i 1 i - G f 2 c L € 7 E s 1c 11 12 13 14 15 16 17 ia 19 20 21 22 23 24 25 26 27 28 and Kamar Construction, This stipulation is made and entered ir?to under the following circumstances: WHEREAS, 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 of San Diego, in Book 1964 at Page 184917; and WHEREAS, 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; and WHEREAS, 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.lS.05 of the CMC, and which imposed a moratoriur. on the issuance of building permits in Carlsbad and a moratoriw. on the acceptance of applications for and granting of discre- tionary approvals for development projects in Carlsbad; and ** . v .! i 1 2 3 4 5 6 7 e 9 10 11 12 13 14 15 IC 17 1E 15 2c 21 22 22 24 2: 2t 2'; 2E 1 WHEREAS, on or about September 12, 1977, Grove Apartments i I 1 ("Grove"), a partnership, as successor in interest I Investment Co. 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, 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; and WHEREAS, 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; and WHEREAS, 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; and WHEREAS, on November 21, 1978, the Court, after hearing argument, issued certain tentative rulings, and ordered further briefing in said action: and 1' -9 4 1 2 - L' 4 5 6 7 8 9 10 11 12 13 14 15 16 17 ia 19 2c 21 22 22 24 25 2E 27 2E WHEREAS, subsequent to November 21, 1978, the parties and others, after numerous meetings and other negotiations, entere2 into an Agreement for Settlement of Lawsuit and Gutual Releases (hereinafter the "Grove Settlement Agreement"), resolving, among other things, all the issues in the action; and WHEREAS, 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; and WHEREAS, 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; and WHEREAS, subsequent to the entry of the Grove Judgment, and in reliance on the rights granted thereunder, Grove expended substantial sums of money and incurred substantial liabilities in developing or causing to be developed property which is the subject matter of the Grove Judgment; and certain of the real WHEREAS, in order to develop and/or cause the 6evelopnent of certain remaining portions of the real property which is the '? 4 1 2 s 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 subject matter of the Grove Judgment, ant! in reliance on rights granted thereunder, Grove entered into az agreenent with Odmark Development CoEpany ("Odrmrk") , which, as fror;. time to tine 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; and WHEREAS, pursuant to the Grove/Odmark Agreement, and in reliance on rights granted under the Grove Judgment, Odmark, expended substantial sums of monies and incurred substantial liabilities in attempting to develop Parcels D and E, including preparing 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 open space and 40% slopes; and WHEREAS, the Land Use Element of the General Plan of the City of Carlsbad designates the area in which Parcel E is located as RMH, thus calling for densities of 10-20 dus/acre, and the newly revised General Plan density for the area calls for densities of 8-15 dus/acre; and WHEREAS, the area in which the property is located is zone6 Planned Community, and, as such, is required to be developed under a master plan, which master plan (the "Hosp Grove Master Plan") would permit 240 units to be developed on Parcel E, an6 I 1 2 4 - v 4 5 6 7 0 9 10 11 12 13 14 15 16 17 18 19 20 21 22 22 24 25 245 27 2s WHEREAS, prior to January 22, 1986, Odmark submitted to the Planning Department of the City of Carlsbad an Environmental/ Initial StuCy including nunerous reports and supplemental reports evaluating potential environmental impacts of and corresponding mitigation measures for the proposed condominium project; and WHEREAS, the Planning Director of the City of Carlsbad, after determining that the proposed condominium pro-j-ect 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; and WHEREAS, 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, and WHEREAS, 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; and WHEREAS, 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 to further consider approving the Mitigated Negative Declaration issued by the Planning Director and recommended for approval by the Planning Com,ission; and L 4 1 2 - u 1 T 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 22 24 25 2E 27 2E IVHEREAS, a number of members of the public appeared at sait 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; and WHEREAS, 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; and WHEREAS, 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; and WHEREAS, 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 Nega- tive Declaration, requiring that an Environmental Impact Report to be prepared concerning said project, and 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 Grove Judgment entered in this action; an2 WHEREAS, subsequent to the actions of the City Council 6escribeZ hereinabove, rmkers of the pcblic have continilec to - -- 2: la: stir 'b 1 2 4 - 3 L -t 5 6 7 0 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e express a desire to attempt to acquire Parcels D, E and F, or some portion thereof, for park and/or recreational purposes, az5 Grove and Odnark have continued to assert their rights to deve,:; said parcels; and WHEREAS, the citizens of the City of Carlsbad have circulated petitions to qualify for inclusion on the November, 1986 ballot a measure which, if passed and valid, would have the effect of severely limiting the number of residential units which could be developed in the City of Carlsbad commencing in January 1987 and continuing until at least 1995; and WHEREAS, the City of Carlsbad has been studying, has already implemented and may, in the future, further implement measures and methods which have and/or may have the effect of limiting and/or restricting the timing and/or number of residential units which could be developed in the City of Carlsbad commencing in January 1987 and continuing until at least 1995; and WHEREAS, the City of Carlsbad has imposed and may in the future further impose a moratoria which restricts or prevents pursuing certain developmental activities and/or seeking certair. developmental approvals and/or WHEREAS, since in or abou permits; and April, 1986, repre entatives of the City of Carlsbad, Grove, and Odmark have met and otherwise communicated on numerous occasions in order to resolve the F < 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 25 i disputes which exist between them arising out of the foregoing; ! and WHEREAS, the Gro'e Group, on the one hand, and the City of Carlsbad, on the other, disagree as to the extent and legal effect of the rights and obligations concerning development whict are provided for in Grove Judgment, in that, among other things: a) The City of Carlsbad contends that such rights al.2 obligations relate only to the ability of the "Private Parties" as defined therein (which include the Grove Group) to proceed with development notwithstanding a sewer moratorium and the right to sewer service, but b) The Grove Group contends that it has rights there- under, including vested rights, to proceed with and complete full development of the property referred to in the Grove Judgment by August 28, 1989, in accordance with the Hosp Grove Master Plan and to the densities referred to in the Grove Judgment; and WHEREAS, the City of Carlsbad, Grove, and Odmark have reached a Settlement designed to resolve the disputes which exist between them (hereinafter the "Carlsbad/Grove/Odmark Settlement") and which, among other things, provides for the following: 1. That the citizens of the City of Carlsbad will De presented the opportunity, by a ballot measure to be placed on the h'ovember 4, 1?8€ ballot, to vote to acqcire Parcels 0, E acS > % 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 ia 19 20 21 22 22 24 22 2E 27 2f F for an agreed upon purchase price, which purchase would be implemented and funded under circumstances and pursuant to mechanisms fuily set forth iri an Agreemest for Purchase and Sale of Real Property which the parties hereto are executing contemporaneously herewith (the "Purchase Agreement"); 2. That, pending the results of said ballot measure and thereafter, Grove and/or Odmark will be permitted to pursue efforts to develop Parcels D and E in a certain manner describe2 and designed in the Revised Judgment provided for herein as the "Proposed Judgment", including seeking and/or applying for any necessary governmental approvals or permits therefor, and that the City of Carlsbad will utilize its best efforts to facilitate the same; 3. That, if said ballot measure fails to obtain the requisite vote necessary for passage, but if the City of Carlsbad issues the Discretionary Government Approvals (as defined in the Revised Judgment provided for herein), then: a) The City of Carlsbad will purchase Parcel F for an agreed upon purchase price, which purchase would be implemented and funded under circumstances and pursuant to mechanisms fully set forth in the Purchase Agreement; b) Grove and/or Odmark will dedicate in fee that portion of Parcel E which is not the subject of the Proposed -- !-,- 1 2 I s 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 27 28 Development (as defined in the Revised Judgment provided for herein); and fact and conclusions of law and/or rights to a statement of decisior, ar,d/or similar or related rights in connecticn with the I j c) Grove and/or Odmark will have vested rights to develop the Proposed Development in accordance with the Revised Judgment provided for herein; and WHEREAS, if the Purchase Agreement is fully consummated an6 performed by the parties thereto, it will be unnecessary to resolve the disputes between the parties as to the effect of the Grove Judgment, but, if not, the parties desire to reserve all their rights to litigate the same; and WHEREAS, to implement and facilitate the Carlsbad/Grove/ Odmark Settlement, it is necessary to clarify, modify and revise the Grove Judgment previously entered herein; THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between the parties, through their attorneys: 1. That the Court may enter a Revised Judgment in this 2211 action in the form of, and providing for the matters contained 23 24 25 26 in, Exhibit 1 attached hereto, which is, by this reference, made a part hereof; 2. That the parties hereto waive any and all findings of # < 1 2 - 2 4 5 6 7 8 9 10 11 12 13 14 15 l€ 17 1€ 1s 2( 21 2: 2; 24 21 21 2' 21 Revised Judgment, and any and all rights to appeal therefrom or any part thereof; .3. That if the City of Carlsbad fully complies with its obligations under the Purchase Agreement and the Revised Judgment, but the Proposed Development nevertheless is not achieved or is delayed because of acts or omissions of parties other than the City of Carlsbad, its officers, employees, or agents, the City of Carlsbad shall bear no responsibility therefor; and 4. That in any subsequent proceeding between the parties hereto arising out of an alleged breach of the Purchase Agreement and/or alleged failure to comply with the Revised Judgment, neither of the parties shall have the right to recover or seek recovery of monetary damages from the other, and their sole recourse shall be to seek non-monetary relief, including, but not limited to, by way of writs of mandamus and/or prohibition, declaratory relief, injunctive relief, specific performance, contempt, or similar remedies; and 5. In any such subsequent proceeding, the agreements concerning reservation of rights and other matters contained in d .-.r. 2: 13: stip .^ - .,' - _- c, - 5 6 7 8 9 10 11 12 13 14 15 16 17 le 19 2c 21 22 2: 24 2E 2E 2'; 2E letter agreeEent betweer, the parties, dated. July - I 1980, attached hereto as Exhibit 2 shall apply. DATEI? : DATED : DATED : DATED : July !I, 2:18:Stip 1986 1986 1986 HAYUTIK, F.UBIKROIT, PRAW & KUPIFTZKY BY Hoxar2 J. Rubinroit Attorneys for Plaintiff Grove Apartments Investment Co. CARLSBAD CITY ATTORNEY RV Vincent Biondo, Jr. Attorney for the City of Carlsbad VISTA CITY ATTORNEY BY Attorneys for Vista Sanitation District DAUBNEY and BANCHE *L - NicholaS Banche Attorneys for Cross-Defendant KAMAR CONSTRUCTION -13- ! 4 5 6 7 0 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ! letter agreement between the parties, dated July - , 1986, attached hereto as Exhibit 2 shall apply. DATED: July - , 1986 HAYUTIN, RUBINROIT, PRAW & KUPIETZKY BY Howard J. Rubinroit Attorneys for Plaintiff Grove Apartments Investment Co. DATED : July 23, 19 8 6 CARLSBAD CITY ATTORNEY DATED: July - , 1986 VISTA CITY ATTORNEY BY Attorneys for Vista Sanitation District 4. i DATED: July , 1986 DAUBNEY and BANCHE - BY Nicholas Banche Attorneys for Cross-Defendant KAMAR CONSTRUCTION 2 3 4 5 6 7 8 9 10 1.1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 23 HAYUTIN, RUBINROIT, PRAW & KUPIETZKY Howard J. Rubinroit 2029 Century Park East, Suite 1515 Los Angeles, California 90067 (213) 277-5050 Attorneys for Plaintiff GROVE APARTMENTS INVESTMENT CO. , and Cross-Defendant HFH, LTD. SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES GROVE APARTMENTS INVESTMENT CO. ,) a partnership, 1 1 Plaintiff, ) vs 1 1 CITY OF CARLSBAD, a Municipal ) corporation, et al., 1 NO. N 9052 1 Defendants. ) CITY OF CARLSBAD, a Municipal 1 REVISED JUDGMENT PURSUANT corporation, TO STIPULATION 1 Cross-Complainant, ) 1 vs. 1 1 HFH, LTD., a partnership, KAMAR ) .CONSTRUCTION CO., a partnership,) and DOES I through XV, inclusive, 1 1 Cross-Defendants. ) 1 /// /// /// t 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 %e The Court, having read and considered the Stipulation for Entry of Revised Judgment, and being familiar with the evidence (oral and documentary), records and files in this action, ORDERS, DECREES AND ADJUDGES as follows: 1, Grove Apartments Investment Co. ("Grove") and/or H.F.H., Ltd. ("H.F,H,"), and/or their successors, assigns, or designees, including, but not limited to Odmark Development Co. ("Odmark") (all of the foregoing hereinafter sometimes referred to as the "Grove Group") shall be and are entitled to, and will diligently, pursue applications for the development of the following real property ("Property") for the following purposes: a, Hosp Grove Parcel E (which is comprised of Sub- Parcels E and E Prime, and which is more particu- larly described in Exhibit "A" hereto), for the purpose of constructing a retail commercial development consisting of no less than 95,890 square feet of gross leasable floor area upon 8.8 usable acres pursuant to C-2-Q Zone (Carlsbad Municipal Code Chapters 21.18 and 21.061, in the general area on Parcel E adjacent to Marron Road on bo.th sides of Monroe Street, and with access and egress approved by the Grove Group, which approval shall not be unreasonably withheld; and b. HOSF Grcve Parcel D (which is more particularly .- ,r~..--Lt.3 - c-y. lr' E:,:'r.lb;t el~'' heret.3) , for tke carcase - - - .- - . \ \ 1 2 3 4 5 6 7 a 9 1c 11 1% 13 14 15 1E 17 1E 1s 2c 21 22 2: 24 2: 2f 2: 2t of constructing thereon 108 residential dwelling units in one or more buildings not exceeding three stories in height. 2. Notwithstanding any moratoria or other restriction as to its ability or right to accept applications or issue entitle- ments for the improvement or development of real property presently in force or hereinafter enacted by the City of Carlsbad, the City of Carlsbad, and any and all of its depart- ments, agencies, or officials having jurisdiction or responsi- bility for the same, shall, upon the proper filing, submittal and/or application of or for said approvals or permits, forthwith accept such applications and proceed to process the same fully, diligently and timely. 3. Without limiting the foregoing, the City of Carlsbad with respect to the development referred to in paragraphs la and lb hereinabove (hereinafter the "Proposed Development"), shall forthwith: a. Undertake all necessary and appropriate review and evaluation of the potential environmental impact of the Proposed Development and of any other approval or other matters concerning or necessary to implement such Proposed Development for which review and evaluation of the potential environ- mental impact is necessary or required, in 1 , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 23 l i i e accordance with the California Environmental Quality Act and Title 19 of the Carlsbad Municipal Code as presently enacted, and utilize its best efforts to cause the environmental processing and evaluation to be obtained in conformity with all applicable legal requirements prior to November 4, 1986; b. Undertake all necessary and appropriate steps, including, but not limited to, accepting and expeditiously processing any and all proper filings, submittals, or applications by the Grove Group in connection therewith, to effect (i) an amendment of the Hosp Grove Master Plan and the General Plan, (ii) a rezoning of that portion of Hosp Grove Parcel E which is part of the Proposed Development to a C-2-0 zone, and (iii) the issuance of a planned development permit for Hosp Grove Parcel D and a site plan approval for Hosp Grove Parcel E, and otherwise permit a planned development of such portion of Hosp Grove Parcel E and Parcel D to the end that such amendments, rezoning, approvals and permits will be consistent with and authorize the Proposed Development, and each component thereof. City of Carlsbac? shall further permit the filing of a tentative subdivi- sion map respecting the Property, as may be I -- .I- 1 2 3 4 F CI E 7 E 5 1( 11 1: 1; 14 l! 14 1’ 1I l! 2( 2: 2; 2 2 2 2 2 2 necessary to permit and implement the Proposed Development. best efforts to cause the foregoing to occur prior to November 4, 1986. As used herein, the term ‘Discretionary Governmental Approvals’ shall mean the actions described in clauses (i) , (ii) and (iii) above, and the approval by the City of Carlsbad of a tentative subdivision tract map for the Property subject only to such conditions of approval as are customarily applied at the present the to like or similar developments, provided such conditions of approval do not prohibit or substantially impair the timely completion of the Proposed Development. that Grove Group shall dedicate or cause to be dedicated (concurrently with the recordation of a tract map for Parcel E) that portion of Parcel E which is not the subject of the Proposed Develop- ment, but shall not require that Grove Group improve any portion of Monroe Street which is contiguous to that portion of Parcel E so dedicated. that such improvement of Monroe Street shall be otherwise required, the City shall cause such improvement at its sole cost and expense, and at no cost or expense to the Grove Group. City of Carlsbad shall utilize its However, City may require If the City of Carlsbad determines (. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 c. Approve all necessary and appropriate public easements for water and utilities as are within the jurisdiction of the City to approve and which are necessary to service the Proposed Development. j' d. Accept, and expeditiously and in good faith process subject to satisfaction by the Grove Group of all conditions of the approvals and other conditions therefor which properly could be imposed as of the date hereof pursuant to this Revised Judgment, applications and submittals for all discretionary, governmental approvals and all ministerial permits or approvals including, but not limited to, grading permits, building permits, and certificates of occupancy. . e. Allow amendment by the Grove Group of any specific plans or master plans, and maps related thereto, heretofore filed and approved with regard to or affecting the development of Parcels D and E, in such manner as may be necessary to adjust the number-of dwelling units in any such parcel or tc change the design approach in accordance with an2 so as to permit the Proposed Development of Parcels D and E. All such amendment(s) must be consistent with presently enacted laws and good planning; $ \. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 f. Provided all applicable City requirements which properly could be imposed as of the date hereof pursuant to this Revised Judgment are met, permit the Grove Group to record a final map for any and all of Parcels D and E, and toll the time limita- tions for all other discretionary permits or approvals by a period of time equal to the length of time for which any of said Parcels does not have sufficient sewer capacity necessary for the development of any such Parcel. 4. After the Grove Group has obtained the Discretionary Governmental Approvals pursuant to the foregoing, the Grove Group shall have the vested right to commence, complete, implement, use and occupy the Proposed Development, in accordance with the Discretionary Governmental Approvals. The City of Carlsbad shall not, for a period of time not less than three (3) years following the issuance of the last Discretionary Governmental Approvals, except upon prior consent of the Grove Group, modify or impose new requirements for further discretionary approvals, or take any other action, which prohibits, substantially impairs, or is in confJict with the Proposed Development. However, (1) City may apply new rules, regulations, and policies for the Proposed Development which are not in conflict with presently existing rules, regulations, and policies, and which do not delay or in any manner materially and adversely affect the Proposed Development, (1:) the Grove Group has the right to seek the + 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I I revision of such rules, regulations, and ordinances otherwise applicable to the Proposed Development, and (iii) if the Grove Group shall breach its obligations to convey Parcel F or the Property, as the case may be, pursuant to the Agreement of Purchase and Sale of Real Property executed by City and Grove Group dated as of July 15, 1986, any approvals theretofore issued by the City in accordance with this Judgment may not be utilized by the Grove Group except pursuant to further order of the Court. 5. The vested right of the Grove Group to develop the Proposed Development, as aforesaid, shall not be subject to frustration, delay, impairment and shall not in any manner be adversely affected by any moratorium or growth limiting or similar measure presently or hereafter enacted by the City of Carlsbad, or imposed pursuant to any ballot measure adopted by the citizens thereof. The City of Carlsbad is estopped and ~ 1 precluded from asserting the application or effectiveness of any such moratorium or other measure to or concerning the Proposed Development. Proposed Development as being subject to any such moratorium, growth limiting, or similar measure, it shall give such priority To the extent that the City purports to treat the to the Proposed Development thereunder as is necessary to permit the full imp.lementation of the Proposed Development to the same degree as if the Proposed Development were exempt therefrom. 26 27 6. The Grove Group shall have the right to receive 676 Equivalent Dwelling Units ("E.D.U. "1 of capacity in the Encina 23 /I + 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 23 Sewage System under this Revised Judgment, which shall be distributed as follows: 1 I Parcels D and E 276 E.D.U.'s Parcel F 180 E.D.U.'s May Stores Noncoastal 20 E.D.U.'s Zone Commercial Parcels May Stores Coastal Zone 200 E.D.U,'s Commercial Parcel May Stores Coastal Zone 100 E.D.U.'s Commercial Parcel $150 per E.D.U. Up to 100 Statutory Fee additional for Charge E.D.U.'s for sewer capacity, if any, at time 7. Payment, if any, by the Grove Group, for the 676 E.D.U.'s of capacity shall be made as follows: Parcels D and E 276 E.D.U.'s $150 per E.D.U. Parcels F 180 E.D.U. .'s $150 per E.D.U. May Stores Non-Coastal 20 E.D.U.'s Free Zone Commercial Parcel of purchase. I i 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 la 19 20 21 22 22 24 25 2E 27 36 UL 8. The Grove Group shall be subject to all taxes, fees, and charges of general application for their activities within the City of Carlsbad sewer service area including ownership and development of land, except that any taxes (other than Ad Valorem property taxes), fees, or charges, or any portions thereof, earmarked for sewage disposal purposes, or charged or used in lieu thereof, shall not be payable by the Grove Group with regard to any development utilizing the 676 E.D,U,'s of capacity set forth in Paragraph 6 above, other than those specifically provided for in Paragraph 7 above and the monthly sewer service charges applicable to all users in the Carlsbad sewer service area of the Encina System. 9. The Grove Group shall, pursuant to the terms of this Judgment, have the right to connect up to 676 units of develop- ment to manholes located within the Unit B outfall trunk sewer line. Said parties shall further have the right, as an alterna- tive, to connect not more than 400 of said E.D.U.'s to the sewer line located in El Camino Real in lieu of connecting such number of connections in said trunk sewer line, Said parties shall be responsible for any and all reimbursement fees incurred by connecting to the El Camino Real Sewer Line as well-as all actual costs of physical attachment to the reconstructed or the El Camino Real sewer lines. 10. The Grove Group shall have the right to accumulate the E.D.U.'s to be received pursuant to this Judcmen-. The right to 1 - -- -_ - L. . z . -...-. -- -* i . -. . i 7 .. c 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 la 19 2c 21 22 22 24 2: 2E 27 2E receive and to accumulate such E.D.U.'s, and the right to either free or reduced fees and charges for such E.D.U.'s received or accumulated as provided for in this Judgment shall: (1) be transferable between the parcels referred to in paragraphs 6 and 7 (2) shall run with the land, and (3) shall be fully assignable but only so as to run appurtenant to the parcels referred to in paragraphs 6 and 7 hereinabove. 11. If they have not already done so, Carlsbad and the Vista Sanitation District shall take whatever steps are necessary to cause the vacation and reversion to the original grantors, or their successors or assigns, of the following easements: a. b. C. Grant of Easement of Right-of-way, dated July 23, 1964, from Citron, Frank, and Fawco to VSD and Carlsbad, a copy of which ia attached hereto as Exhibit "C"; Grant of Easement of Right-of-way dated July 238 1964 from Rildan to VSD and Carlsbad, a copy of which is attached hereto as Exhibit "D" Grant of Easement of Right-of-way, dated May 8, 1972, from Citron, Frank, and Fawco to VSD and Carlsbad, a copy of which is attached as Exhibit "E" ; 1 i 1 * 4 C a. 6 7 E s 1c 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 d. e. Easement, dated May 8, 1972, from Citron, Frankf and Fawco to VSD and CarlSbad, a copy of which is attached hereto as Exhibit 'Fa; Easement, identified on Hap No. 8956, recorded August 11, 1979, from PCR, Citron, Frank, Barman, Residuary Trust, Marital Trust, and May Stores to VSD and Carlsbad. 12. Except as otherwise provided in paragraphs 13 and 14 hereinbelow, and except upon a breach or failure by the City of Carlsbad to comply herewith, the rights and obligations provided for in this Revised Judgment shall expire, and this Revised Judgment shall terminate and be of no further force and effect on August 28, 1989. 13. Notwithstanding Paragraph 12 hereof: A. Should the "Property Close of Escrow" occur as provided for in the Agreement for Purchase and Sale of Real Property, dated as of July 15, 1986, between the Grove Group and the City of Carlsbad (the "Purchase Agreement") ,. any and all develop- ment rights (but not the rights and obligations regarding E.D.U.'s and other sewer-related rights and obligations) provided: for herein in connection 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 2 3' 24 25 26 27 20 with Parcels D, E, and F only shall terminate immediately; 14. Notwithstanding Paragraphs 12 and 13 hereof: A. Should the "Parcel F Close of Escroww not occur as provided for in the Purchase Agreement, and should said Purchase Agreement therefore be terminated, then: (1) The rights and obligations provided for in this Revised Judgment shall continue in effect until April 30, 1990. The City of Carlsbad shall allow amendment by the Grove Group of any specific plans or master plans, and maps related thereto, filed and approved with regard to or affecting the development of Parcel F in such manner as may be necessary to adjust the number of dwelling units therein or to change the design approach in accordance with and so as to permit development according to the presently existing density for Parcel F. All such amendment (s) must be consistent with present- ly enacted laws and good planning; and (2) i 1 2 3 4 5 6 7 0 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (3) Provided all applicable City requirements which properly could be imposed as of the date hereof pursuant to this Revised Judgment I I are met, the City of Carlsbad shall permit the Grove Group to record a final map for Parcel F, and toll the time limitations for all other discretionary permits or approvals by a period of time equal to the length of time for which said Parcel does not have sufficient sewer capacity necessary for the development of such Parcel. B. Should the "Parcel F Close of Escrow" occur as provided for in the Purchase Agreement, any and all development rights (but not the rights regarding E.D.U,'s and other sewer-related rights) provided for in connection with Parcel F only shall terminate; and C. The City of Carlsbad shall: (1) Allow amendment by the Grove Group of any specific plans or master plans, and maps related thereto, heretofore filed and approved with regard to or affecting the development of the May Stores commercial parcels (which are more particularly described ir! Exhibit "A" hereto), in such 1. \. 1 4 6 : 1 I t r 1 c 5 1C 11 1; 12 14 15 1E 17 18 19 20 21 22 23 24 25 26 27 23 manner as may be necessary to adjust the number of dwelling units in any such parcel or to change the design approach in accordance with and so as to permit the development according to presently existing densities of the May Stores commercial parcels. All such amendment(s) must be consistent with presently enacted laws and good planning; and . (2) Provided all applicable City requirements which properly could be imposed as of the date hereof pursuant to this Revised Judgment are met, permit the Grove Group to record a final map for any and all of the May Stores commercial properties, and toll the time limitations for all other discretionary permits or approvals by a period of time equal to the length of time for which any of said Parcels does not have sufficient sewer capacity necessary for the development of any such Parcel. 15. No damages shall be awarded to any of the parties to this action for any matter or cause occurring prior to the entry of the original Judgment herein, and each of the parties to this 7 c f E 12 14 15 16 18 19 20 22 23 24 25 26 27 action shall bear its own costs and fees, including attorneys' fees, with regard thereto. DATED : JUDGE OF THE SUPERIOR COURT LYUIRIT A kteptlqg therefrm that portio0 dcrribcd 86 follon: ttceptiag therefra m 84 foot wide rtrip of hd, 42-o[! feet uch ride of tbe follovlpg described CeDtefUPe: 9 1 FARCft 3 V A FAXZEL C' u;"..'3 SITUATE IN TS1E CIW CF CARLSSA3 CCUNTY Gf SAX DIESO, STATE GF CALIFORNIA, 6EINS A PORTION OF SECTION 21, TOWNSiliP 11 SOUTH, RANGE 4 WEST, SAN eERMR9INO MERDIAN, ACC3Ri3ING TO OFFICIA!, PLAT Tt+EC=CF AS3 FS?,TIONS OF LOTS Z2 TSROUGH 35 INCLUSE Ah'3 GF EiiCkiYr"TC?'S ST.EET AS VACATED AX3 CLOSED TO Fd3LIC USE, AlL OF E332 EUCALY.FTUS FOEST C0,WPAhY'S TR4CT kCCSF9IsG T3 NAP TREECF Nc). 1135, FIE0 IN OFFICE OF THE COUNTY RECOf?3ES OF SAN DIEGO COLI:L?y, BEING MORE PARTICUMLY DESCRISED AS FOLLONS: . BEGINNING AT TiE SOUTHEAST COZNER OF THE NORTH HALF OF THE NORTFI=&T QUARTER OF SECTION 31, TOWNSHIP 11 SOUTH, RANGE 4 WEST; THENCE ALONG TCiE: SOUTH LINE OF SAID NORTH HALF NORTH 89°42'19'TWST, 1716.40 FEET TO T?+E NORTI-iAEST CORNER OF CA!!IBAD TRACT NO- 78-18 SAID PSINT BEING l7-E TRUE PSINT OF SEGINNTNG; THENCE SOUTH 0~25'14~~ VESTa 206.65 FEET ALONG THE WESTERLY LINE OF SAID TRACT; THENCE NORTH 89O42'19" WEST, 219.0a FEET; THENCE SOUTH 0°25'14" WEST, 934.82 FEET TO A POINT IN Ti= NOR7HERLY LINE OF MARRON ROO3 (82 FEET WIDE), SAID P3IibJ-i- BEING IN A NONTAXGENT CURVE CONCAVE TO THE NORTHEAST FAVTIL'G C, -IUS OF 75S.03 FEET, A WIAL LIkE OF SAD CURVE TEXXJGILI SAID PC!NT BEkPING SDUTH 3O12'22" EAST; TEZNCE WESTERLY ALCNS SAD CURVE THROUGH A CENT.R4L ANGLE OF 4S0CS'CS", A DISTAXCE OF 635.81 FEET; THENCE NORm 45"0$'15" VEST, 130.00 FES TC THE BEGiNXING OF A TARSENT CL'2VE CONCAVE TO TP.E NCZTHZAST MWNS A ROIUS CF 553 .C3 FEET; THENCE NCXTHWESTE.XLY ALONS SAID CURVE THXDUGX A CENT??L ANGLE OF 31 o04'5.9", A !3IS?ANCE OF 3C2.72 FEET; TilENCE NC2Td 13*E9'17" W-ST, IcC).El FEET TO THE SEGIXXIXS OF A TANSENT CUZVE COXCAVE TO TiiE mST HAVING A R43IUS OF 553.03 FEET; TuiEiVCE N04THE.XLY ALCNG SAID C'3RVE THF?SL'GF! A CEkTRkL ANGLE OF 21 023'03'', A DISTANCE OF 2C2.25 FEET TO TZE BZSINNING Of A CC.L\nPaui\3 CURVE CCNCAE T3 TiiE EAST EAViNG A R49!US OF 733.00 FEET; THENZS K'SZT3E.FILY ALCNG S.4D CUR'/€ T%;I3US? A EXHIBIT B Exhibit B not use6 .. e sl' . . 0. O? . *. I -. :i ii' -. :. - .. ! .- . . t - .. 0 .. *. 0. .. .. .. .- .- -. . I e I -__ . - - .. -. .. . r .. -. : . .. For 2nd in consideration of L.?e sum of OXE AYD N0/100 IX)LL4ZS (SL, 00) ana other valuable co2sidcrztion, BE-KYA2ZD CI'YF:OX, t rair:eC man, L4RLPY J, L, FRnKK, JR., a rnarried ~m, 2nd F-AP;CO, 2 pzrtzerskip, as grantor, does hereby grant to VISTA SAXI>4EOX DISTRICT and CITY 0' CA2LSBAD, as tcnanG in common, their successors and assigns, zn ea,se=est of right of way upon, over, under and across the lands hereinafter described, to iqstall, construct, reconstruct, operate, replace, repair, maintalk and use a sewer pipeline, together with its necessary fixtwcs and appurtrtnznces, together with the right of iagress faere to and egress therefrom, to 2nd along said right of way by practical roctc or routes in, UPOG, over and across the he t eioafter described lands , The parcel upon which said easeneat of right of way is graxlted is situated in &e County of San Diego, State of Ctlifornia, and is more particularly described as follows, to wit: * - A IO-foot wide e'cerkqt ctong and across a portion of the north &If or the north half of Section 31 , Tomhip I1 Sauth, we 4 wst, San 8ernar;dino Base arA Meridiur, in the City of Ocemside, Comb of San Diego, State of California, accodw b United StaAks Goverrmen t Sumy zppmved April 5, 7891a said easement being bounded and described as fjllovs: * - - -- - . Tk south :&feet of &id mrtt hzlf cf north half of said Seeion 31; the easterly termimztion of said IO-foot strip bei- the westerly Iine of the \and descr;b+C in Pzrcet 2 OF Deed to tka City OF Oceursid=, recarded April 20, 1959 as Document No. 77257 in Book 7713, Pass it3,' Offici& Records of szid County; ths westerly &=rrminstion of szid IQ-kot strip bzing 40-fs2t west of and parallel with tk?e westerty line of &&t pzrcct of land descriSed as the north 45.00 feet or' ths west 100.00 fet - of ths east 810.00 feet of Lot 32 of tfosp Eucztyphs Forest Tract Number I, said parcel bei,ng described in Grmt of Ezsemsnt of Zight of Way rekorded OctoSsr 9, 1984 zc Document No, 184978 in OrLCkt Fkcords of said County. Tne said grzat is spec-Xczlly made by grzntor 2nd accepted by grmkt -. sGbject b fit followkg tcrxs and con2iEom: .I. In the event the grzntee, their successors or 2ssigns, shall cfase utilize +&e easernent S,are>* grarzted. for a perio? oi' ten (LO) years at azy parcel by grantee for the purposes granted herein, 4. Grantor, with prior written notice to grantee, shall &.re the ri*t to increase or decrezse, or permit to be increased or decreased, the existing ground elevations of the parcel above described; provided, said increase or decrease shall in no'way interfere uith or restrict the use of said parcel by grantee for the purposes granted hercia; provZcd, further, that in the event there are zny changes necessary in *.e txisthg improvemeats of the graatet as a result of such an increase or deczease, all costs coG-ctcd .. i I, F with said changes shall be paid by grmtor. *. e 5. Grantor, with prior written notice to grzrrtee, shall have the right to cons*;ruct roads over and across the parcel above descrioed, provided, said roads shdll in no way interiere wit5 or restrict the use of tltc stid parcel by grantee for tke purposes granted herein. - c f i 6. Grantor ShzU have the right to coanect to any elcis~ag manholes kclasion charges or coaaec'iion fees, provided, however, ht the actutl cost'of any connectioa by gtzlltor to said mt&des shall be paid by grintor- 7, .Grr=tor,- with the consent of grantee, which grant& agrees sot to unzetsozzbly vritfihold, shall have the right to encroach on the parcel above described for purposes of a drai&lje chzmnel, provided, said encroachzze=t f -. =. sEa'be so designed, foc2ttd 2nd constructdd so as not to interfere \vi& 3,r reftrict 5e ,use or' said parcel by grtstee for fie prpses gzanted %ere<r, - ? I DATE D: MZ~ a , 1972, / , .. . -s .t .- . . -. 8 i' .. .- . . 0 -. '.- . i . -. EASE MEN T .. BERNARD CITRON, a married man, EL4RRY J. L. FIRAXK, JR., a nrrie6 man, and FAVrCO, a partnership, herein collectively refezzed to as GRANTOR, do- hereby grant to VISTA SAXITATION DIST,WCS: 2nd CITY 0-F CARLSBAD, herein collsctively referred to as GaANTEE, as tenants k COPL~OP, &ti= scccessors and assip, a fifteen (15) foot ezscmcr'l of right of way upon, over zad across the land ciescrihd OLZ ErJ.tibit A aLrrrcheZ - hereto and by reference hereto -de a part hereof, to a point to be deterrrrizsd .. -- by GR!!NTOR from tine to time bn the.e&terlg hhalf of the ten (10) foot tastaent grrated c~~urzezt& herewittr by GRANTOR ti SRAX'TEE for sewer li3t purposes, sbill be determiPed RANTOR OR fqm &e to tiple and GRANZEE sh& be noS%cd in writing by G%!WTOR of &e initial LocaEon 2nd of my cbges which may in the fcbe be made ia-said locaSon by GRAXTOR k its sole -discretion. Grantor agrees tht suck ttsencnt sU at all tkes provide e - - .. -. .- . The exact location of the right of way granttd kereudtr - -- .. .- . .- timek the future, all interest of the GMPIrcLE herein granted shall revert to GR%N\'TOR, its successors or assigns. M=Y a, , 1972- DATED: .. - __- _- -. - -' 5. . _- .. . -. '. . .. .. -_ -. .. -. . I Y 2 born m s. 1 Y I. . c -- mute ' .(hdiYidud:) . . . .- . . OQ BARRY G. WEST RICHARD A. CORLETO. MOSHE J. KUPlETLKY* ALBERT t PRAW* HOWARD J. RUBINROIT* MARC I. HAYUTIN. JAMES F. DONLAN LILIAN R LEWIS MARK F. WElSS STEVEN L. BROOKMAN *CIOTLUIO*4 -now5 HAYUTIN, RUBINROIT, PRAW & KUPIETZKY A PARTWLRSHIP WHICH INCLUW PAOFaSKIuAL CORPOUtYWU ATTORNEYS AT LAW 2OZ9 CENTURY PARK EAST, SUITE 1515 LOS ANGELES. CALIFORNIA 90067 TELEPHONE (213) 277-SOSO REFER TO FILE: July 10, 1986 Vincent Biondo, Esq. City Attorney, City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008-1989 Peterson, Thelan & Price 530 nBn Street Suite 2300 San Diego, California 92101 Re: Hosp Grove Parcels D, E, E Prime and F Gentlemen: This letter will serve to memorialize our agreement as to certain matters regarding the negotiations which have been occurring, are ongoing, and have led to certain agreements between the owners of Grove Parcels D, E, E Prime and F, Odmark Development Company, and the City of Carlsbad, concerning the possible acquisition by the City and/or development by the owners and/or developer of said parcels and/or portions thereof. We have agreed that: (1) Any and all discussions which have occurred as a part of said negotiations, except as specifically referred to herein, are part of settlement negotiations, which are therefore confidential, and cannot and will not be revealed in any legal proceeding which may result with regard to the disputes presently existing or which may hereinafter arise between them. proceedings are brought concerning or involving the documents entered into between the parties as a result of such negotiations, insofar as matters discussed in those negotiations would otherwise properly be admissible as parole evidence, the same may be revealed and will be admissible; and (b) the Grove Group shall have the right to make and/or cause to be made a full administrative record of its attempts to obtain pemits ar,d approvals in order to develop the Proposed Development. . Notwithstanding the foregoing: (a) if any legal or equitable Vincent Biondo, Esq. Peterson, Thelan & Price July 10, 1986 Page 2 (2) The fact that the parties are conducting and/or have conducted such negotiations, are forebearing presently from instituting and prosecuting any litigation in connection with said disputes, and are pursuing various avenues towards the possible acquisition by the City and/or development by the owners and/or Odmark of Parcels D, E, E Prime and F, or portions thereof, is all without prejudice to any rights which any of the parties hereto may previously have had in connection with said disputes, and each party will be deemed to have preserved whatever rights, remedies, claims, or defenses it may have with regard to such disputes; (3) Except as provided below, neither the owners nor Odmark shall argue in any proceeding brought in connection with this matter that they suffered any additional damage or loss by reason of the passage of time or any other cause since April 18, 1986. The provisions of this paragraph shall terminate if the City Council does not approve the Agreement for Purchase of Sale of Real Property and Stipulation for Entry of Revised Judgment by Wednesday, July 23, 1986, and/or cause the same to be executed and delivered to the undersigned as soon as possible thereafter. (4) In any subsequent proceeding between the parties hereto arising solely out of an alleged breach of the Purchase Agreement and/or alleged failure to comply with the Revised Judgment, neither of the parties shall have the right to recover or seek recovery of monetary damages from the other, and their sole recourse shall be to seek non-monetary relief, including, but not limited to, by way of writs of mandamus and/or prohibition, declaratory relief, injunctive relief, specific performance, contempt, or similar remedies. (5) Notwithstanding paragraph (4) above, and while the City of Carlsbad reserves the right to argue that no cause of action therefor exists, if no Property Close of Escrow occurs as defined in the Agreement for Purchase and Sale of Real Property, the owners and/or Odmark reserve the right to assert a clah(s) for inverse condemnation, seeking monetary damages for any future action(s1 by the City of Carlsbad which down-zones, and/or results in the failure to approve a development scheme which provides a reasonable economic use of, Parcels E, E Prime, and/or F. (6) Neither the City of Carlsbad nor Odmark will argue in any legal or equitable proceeding between them, or either of them, and the owners, that the owners' acjreement to sell to the City Farcels 9, E, E PrLme, aril F collectively, or F alcne, fsr Vincent Biondo, Esq, Peterson, Thelan & Price July 10, 1986 Page 3 any certain price is evidence of the fair market value of said parcels, or any of them; (7) Any any all applicable statutes of limitation, including, but not limited to any such limitations under the California Environmental Quality Act, are tolled as of April 23, 1986, subject to the tolling period being terminated upon either (a) 15 days’ written notice addressed to the undersigned on behalf of their respective clients; or (b) termination by any party of the Agreement for Purchase and Sale of Real Property which is being executed by the parties contemporaneously herewith; and (8) The City of Carlsbad, on the one hand, and the owners and Odmark, on the other, disagree as to the meaning, scope and effect of Paragraphs 14B (2) and (3) and 14C (1) and (2) of the Revised Judgment, which paragraphs are essentially derived from the original Judgment. proceedings between the parties, the City of Carlsad, on the one hand, and the owners and Odmark, on the other, shall be deemed to have preserved whatever rights, remedies, claims, arguments, or defenses they may have thereunder or in connection therewith. In any subsequent Please indicate that the foregoing correctly memorializes the agreement of the parties by executing and returning to me a copy hereof, Very truly yours, Howard J. Rubinroit of HAYUTIN, RUBINROIT, PRAW & KUPIETZKY Attorneys For Grove Investment Partnership and HFH Limited HJR:ddm Enclosure City of Carlsbad By : Vincent Bio~do, Esq. Odmark Development By : John Thelar., Esq. of Peterso:, ?tz.l~r. & Price