HomeMy WebLinkAbout1989-05-23; City Council; Resolution 89-158e e
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RESOLUTION NO. 89-158
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT BETWEEN CONTINENTAL BANK NA AND THE CITY OF CARLSBAD, SUBORDINATING THE 1988 PARKS SUPPLEMENT, AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT
WHEREAS, the City Council of the City of Carlsbad, California,
does hereby resolve as follows:
1. That certain agreement between Continental Bank NA and
the City of Carl sbad subordinating the 1988 Parks Supplement which is
attached hereto as Exhibit A, and part hereof, is approved.
2. That the Mayor of the City of Carlsbad is hereby
authorized and directed to execute said agreement for and on behalf of
the City of Carlsbad.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
Council of the City of Carlsbad, California, held on the 23rd day of
May , 1989, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Pettine, Mamux and Larson
NOES: None
ABSENT: None
ATTEST:
- ;J I mln Lawe ';[re+
C~IC~CO, llllnols&)697
312 828 2345 c e , I
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I .. / @ Continental Bank April 5, 1989
Ronald Ball
Assistant City Attorney
City of Carlsbad -" . 1200 Elm Avenue
Carlsbad, California 92008
Re: Northwest Quadrant
La. Costa Ranch in Carlsbad
Dear Nr. Ball:
Continental Bank N.A. (formerly known as Continel
Illinois National Bank and Trust Company of Chicago) ("Continental") and Fieldstone/La Costa Associates Limited
Partnership, a California limited partnership ("Borrower") have entered into that certain Land Acquisition Loan Agreer
dated November 5, 1988 (the "Loan Agreement") relating to i
$150,000,000 loan (the "Loan") the proceeds of which shall
used to (i) finance the acquisition of the Southwest Quadri Southeast Quadrant, and the Northwest Quadrant as well as five other miscellaneous parcels of land known as La Costa
Ranch (collectively, the "Property") and (ii) finance certz
costs relating to the development of the Property, includir obtaining land use entitlements from the City of Carlsbad ("Carlsbad"). The Loan is evidenced by a $150,000,000 Pron issory Note Secured by Deed of Trust (the "Note") dated November 5, 1988, payable to the order of Continental, and the Note is secured by, among other things, d Deed of Trust
Assignment of Rents and Security Agreement (the "Mortgage")
covering the Property.
In the event that Continental acquires title to t
Northwest Quadrant by foreclosure proceedings under the Mor gage or by deed in lieu of foreclosure, or otherwise acquir title to the Northwest Quadrant pursuant to its rights and remedies under the Loan Agreement or the Note, and Continen
proceeds with Development of the Northwest Quadrant (as her inafter defined), Continental hereby agrees to be bound by all of the terms and conditions of that certain 1988 Parks
Supplement between Carlsbad and BCE Development, Inc., date March 3, 1988 (the "Supplement"), including the obligation {i) dedicate approximately 35 acres in the Northwest Quadra
to Carlsbad pursuant to the terms set forth in Paragraph 4 the Supplement and (ii) deliver to Carlsbad a letter of cre
t
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.- -.
Ronald Ba.0 Esq, April 5, 1389
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Page 2
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in the amount of $2,241,265. If Continental' performs the obligations set forth in (i) and (ii) immediately aboife,
Carlsbad will release the lien of that certain Deed of Trc in favor of Carlsbad recorded April 14, 1988, as Instrunel:
No. 88172278 in the Official Records of San Diego County,
California (the "Deed of Trust") from the Northwest Quadra as provided in the Deed of Trust and the Supplement, The Supplement shall not be amended or modified without the ex written consent of Continental, For purposes hereof,. "Dev ment of the Northwest Quadrant" shall mean any use to whic the Northwest Quadrant is put, building or other alteratio of the Northwest Quadrant and construction incident theret
which requires any permit, entitlement or approval, whethe discretionary or ministerial, issued under Titles 20 or 21 of the Carlsbad Municipal Code,
Additionally, Continental shall use its best eff
to notify Carlsbad in writing within fifteen (15) days of sale, assignnent, conveyance, or hypothecation oE the Note a third party or parties; provided, however, Continental s
have no obligation to provide Carlsbad with any such notic
so long as Continental continues to be the holder of the N
or the direct lender in connection with the Loan.
This letter supersedes that certain letter from
Continental to Carlsbad dated November 10, 1988, that certl letter from Carlsbad to Continental dated November 1'4, 198' that certain letter from Continental to Carlsbad dated December 21, 1988, that certain letter from Continental to Carlsbad dated March 8, 1989, that certain letter from Continental to Carlsbad dated March 30, 1989 and that certain letter from Continental to Carlsbad dated April 3,
1989.
If the foregoing is acceptable to YOU, kindly SO
indicate in the signature space provided below and return z
copy of this letter, so executed, to the undersigned,
very truly yours,
CONTINENTAL BANK N.A., a nationail banking associatic
/,,' ; jJ7 , /' 4 :I 1
BY , I, 1. (.. .( ".., 1 /<.x-
Its I/! Ck' f I !j. \ /,-t;h f
AGREED TO THIS DAY OF , 1989. -
CITY OF CARLSBAD,
a municipal corporation of the State of California
BY
SAF3 4 9
., e e
1988 PARKS SUPPLEMEN!!?
THIS 1988 SUPPLEMENT TO THE 1982 PARKS AGREE
(~lSupplement'f) is made this d..c day of kLn/ , 3
between the CITY OF CARLSBAD, a municipal corporation of
State of California ( I*CityI') and BCE DEVELOPMENT, INC. ("BC
agrees as follows:
Recitals
-
A. On July 1, 1986, the City Council duly adopted,
Ordinance 9810, a Growth Management Program for the Cit!
Carlsbad. The purpose of this Growth Management Program wa
insure that an adequate level of public facilities and serv
would be provided prior to or concurrently with developm
The Growth Management Program is based on a three-ti
planning approach which first began with the preparation of
Citywide Facilities and Improvement Plan to assess the exis
and buildout public facility needs of the City. The se
phase of the Growth Management Program requires that L
Facilities Management Plans be prepared in each of the twe
five management zones in order to show how development of t
areas will comply with the City's Growth Management Prog
The third and final phase of Growth Management requires thal
individual projects are approved they clearly identify how 1
provide the public facilities required for their projects
fit into both the Citywide Plan and the Local Zone Plan.
B. On September 23, 1986, City Council duly adopted,
Resolution No. 8797, Citywide Facilities and Improvement Plai
the first phase of Growth Management. At this time the (
Council adopted Resolution No. 8796 which established
specific public facility performance standards to be used in
implementation of the Growth Management Program.
C. The Local Facilities Management Plans for Zones 11
12 have been prepared in accordance with the City's ado]
a e
Growth Management Program. During the preparation of t
facility plans, certain public facilities such as parks
identified to be below the adcpted performance standard.
City's Growth Management Program requires that all eleven pt
facilities conform wifh the adopted performance standards c
development may be allowed to occur. BCED's development
well as other developers in the southeast quadrant, cannc
forward until these facilities are brought into conformance
the adopted standards. To comply with the City's GI
Management Program, the City and BCED have agreed to
together to secure necessary park land and guarantee t
portion of the financing for construction of required park
within the southeast quadrant of the City.
D. As a major landholder in the southeast quadrant, or
District 4, BCED is willing to provide both dedication of
land required and to guarantee a portion of the financinc
the construction of this park land which together with
City's financing of a portion of this park land will i
development to comply with the City's Growth Management Prc
and will allow BCED the ability to build in the soutl
quadrant so long as all public facility performance stanc
are met.
E. BCED desires to revise its existing Master Plan ant
City has agreed to the processing of certain items in ordl
allow BCED to begin this process. This supplement is nece
to update the 1982 parks agreement and the requirements fo
existing Master Plan to make them consistent with the pro]
master plan revision and the City's Growth Management Progri
F. As a part of the ongoing planning process, the C
Growth Management Program and the adoption of Public Facil
Performance Standards, the City and BCED now wish to amen(
1982 Parks Agreement with this 1988 Parks Supplement to:
Satisfy the Master Plan requirement for parks acreage; ant
Allow for the accelerated dedication and joint financing 0
construction of the North Community Park.
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2\6/88 by POC
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NOW THEREFORE, incorporating the recitals of facts set fc
above and in consideration of the mutual covenants he]
contained, the parties agree as follows:
AGMEMENTS
1. This Agreement is a supplement to the 1982 P
Agreement. BCE Development, Inc. ( ltBCEDtt) is a party to
Agreement as a successor in interest to the Daon Corporation
2. Paragraphs number 3 and 4 of the 1982 Parks Agree
shall be superceded by this 1988 Supplement.
3. The dedication of various park land under the 1982 P
Agreement has occurred and the schedule marked Exhibit
attached hereto and made a part hereof, provides a statemen
the remaining existing parks credits available to BCED u
that agreement.
4. BCED agrees to dedicate 35 acres of park land to
City of Carlsbad. The area dedicated shall be subject to
approval of the Parks and Recreation Director, the
Engineer, and the Planning Director. The dedication s
include the right-of-way and/or easements as are necessar
provide streets and utilities necessary to access the par
determined by the City. The park site shall be selected
process of mutual agreement in the context of processing
Master Plan for Local Facility Management Zone 10. If agrec
is not reached by December 1, 1989, the City shall have
right to designate in writing to BCED the 35 acres it desire
be dedicated for park land and the dedication shall occu
later than 30 days following written notification. The agrec
for this dedication shall be secured by a Deed of Trust in 1
of the City of Carlsbad encumbering the entire 765.9 acre
the property located within Local Facility Management Zone
to be executed and delivered with the execution of
agreement. BCED shall provide this Trust Deed within tl
(30) days after this agreement is approved by the City COUI
2/6/88 by POC -3-
a a
The dedication of park land shall occur on the earlier of
recordation of the first final map of property owned by BCE
Local Facility Management Zone 12 as shown on Exhibit
attached hereto and made a part hereof, labeled "BCE Develo]
423 +/- acres,It or January 1, 1990.
5. BCED agrees to pay $2,241,265 for the constructic
19.48 acres of park land. This agreement shall be secure
the Deed of Trust on BCED property in Local Facility Managc
Zone 10. Upon the earlier of the recordation of the first
map of property owned by BCED in Local Facility Management
12 as shown on Exhibit #2 labeled "BCE Development 423
acres," or January 1, 1990, BCED shall deliver to the Cj
letter of credit in the amount of $2,241,265 as substi.
security. The letter of credit shall be issued by a fina:
institution and contain terms and conditions as acceptabl
the Finance Director and City Attorney. Upon delivery
acceptance of the letter of credit and the approp:
documentation dedicating the 35 acres to the City, as req-
by Paragraph 4 the City shall reconvey the Deed of Trust.
"
6. The City shall provide BCED with a funding schedult
the construction of the park described in paragraph 5, not
than 90 days prior to date when the City will require fur
BCED shall provide cash to City as required by the fu:
schedule on the date due. If BCED fails to provide construj
funds as required by the schedule, then City has the righl
shall enforce the obligation against the letter of credit.
construction funds are paid, the City shall concurrently
such notices as necessary to reduce the letter of credit b]
equivalent amount paid. The City agrees not to make any
for funds prior to January 1, 1990.
7. This supplement will require BCED to dedicate 35 (
of park land prior to the time the actual park land require]
will be determined as the revised Master Plan is preparec
approved. The City and BCED therefore agree to provide in
supplement for a method .of accounting for this dedicatior
2/6/88 by POC -4-
1) e
subsequent BCED park demands. BCED parks requirements for t
residential property in the southeast quadrant shall
established by the City Council as a part of its approval of
revised Master Plan (_"the MP Requirement"). The MP requirc
will be subtracted from the 35 acres to determine the remaj
acreage. Any existing credits unused at the time of dedicz
available under the 1982 Parks Agreement will be added tc
remaining acreage and the total will be available
reimbursement ("Reimbursement Acreage") .
A. BCED shall receive park-in-lieu credits
accordance with the 1982 Agreement and this supplement
individual subdivision of its property up to the amount of
MP requirement. Any unused remaining balance of the
requirement will be retained by the City. If subdivl
requirements exceed the MP requirement amount the reimburse
acreage will be reduced accordingly. Upon dedication of tk
acres, the City and BCED will agree upon a certified M.
appraiser who will determine the value of the park land at
highest and best use at the time it is dedicated. Once tt
requirement is determined then, if necessary, the City
enter into a reimbursement agreement with BCED. The agrec
will provide for a determination of the value of
reimbursement acreage as of the date of the dedicatio:
appraisal. BCED will be reimbursed by City a percentage of
park in lieu fees collected by City from other developers ir
southeast quadrant in accordance with the City's cay
improvement budget priorities.
8. As a part of this supplement, BCED agrees to prc
$2,241,265 of their Public Facility Fees to the City,
accordance to paragraphs 5 and 6 of this supplement, in ordc
guarantee the construction of 19.48 acres of park land.
City agrees to the following:
a. Through June 30, 1992 BCED shall be required tc
all Public Facility Fees in full as they accruc
b. Commencing July 1, 1992, BCED shall have its Pl
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2/6/88 by POC
.. a 8
Facility Fee requirements set at 65 percent of
Public Facility Fee until such time as the en.
pre-paid amount of $2,241,265 is reduced
Public Facility Fees owed or reimbursed by
City. BCED shall be able to apply this red
rate against its obligation to pay Public Faci
Fees for any project in the southeast quadr
The annual maximum that the Public Facility Fee
be reduced in any year shall be $317,500. If
Public Facility Fee reduction does not reach
maximum annual amount of $317,500 allowed u
this supplement, the City agrees at its
discretion, depending upon the available Pu
Facility Funds, to reimburse BCED the differenc
(c) All pre-paid Public Facility Fees shall be rece
as fee reductions or reimbursements no later
June 30, 2002. Any remaining balance as of
30, 2002 shall be paid by the City to BCED.
(d) The City shall maintain an on-going record of
Public Facility Fees paid by BCED and a comr
summary of all fee reductions and reimbursen
made by the City.
9. The City agrees to use its best efforts, assuming tj
response to all City requirements by BCED, to meet a proces
schedule by providing the following items for City Cot
action by September 6, 1988:
A. Master Plan and General Plan Amendment,
required, for Local Facility Management Zone 12 as designatc
BCED as gfsouthwestfg.
B. Environmental review for Local Facility Manag6
Zone 12 area as designated gfsouthwestlf.
C. Financing plans for Local Facilities Managc
Plans Zones 11 and 12.
D. Tentative maps for Local Facility Management
12 area as designated ggsouthwestlg.
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2/6/88 by POC
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10. The City agrees that as part of the agreement to be
between the City, BCED and MAG Properties, the processing t
for the BCED Local Facility Management Zone 11 proper
designated as "southeast" shall be determined and fixec
mutual agreement. Failure to reach a mutually accept
processing schedule for BCED Local Facility Management Zon
shall in no way affect any other provision of this supplemer
11. This supplement shall constitute the entire supplc
to the 1982 Parks Agreement in complete and understar
between the parties with respect to the subject matter hex
superceding all negotiations, prior discussions, prelimi
agreements or understandings written or oral.
12. This Agreement shall be effective upon execution of
Supplemental Agreement and upon delivery of Trust Deed in f
of the City for 765 acres of Local Facility Management Zone
BCED will deliver this Trust Deed to the City no later
thirty (30) days following City approval of this supplement.
IN WITNESS WHEREOF, the parties hereto have executed
agreement on the day and year first above written.
CITY OF CARLSBAD
A Municipal Corporation of the
State of California ATTEST:
BY [&&!/&A CLAUDE A. L S'; Mayor
City Clerk
BCE DEVELOPMENT, INC. AJl€Jl€~
BY
Liesident, X. AVIS
La Costa Ranch Co.
City Attorney
2/6/88 by POC " v -7-
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