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RESOLUTION NO. 26
A RESOLUTION OF THE PARKING AUTHORITY OF
THE CITY OF CARLSBAD, CALIFORNIA, APPROV-
ING AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH THE CITY OF CARLSBAD AND
PLAZA CAMINO REAL FOR OPERATION AND
MAINTENANCE OF THE NEW AND EXISTING
PLAZA CAMINO REAL REGIONAL SHOPPING
CENTER PUBLIC PARKING AREA
WHEREAS, the City Council of the City of Carlsbad,
California, by the adoption of Resolution No. 6428 , has
approved an agreement entitled "The Plaza Camino Real Public
Parking Lot Operating Agreement", dated January 20 , 19 81 ,
between the City of Carlsbad, the Parking Authority, and the
Plaza Camino Real;
NOW, THEREFORE, the Parking Authority of the City of
Carlsbad, California does hereby FIND, RESOLVE, DETERMINE AND
ORDER as follows:
SECTION 1: That said agreement, which is on file with the
City Clerk and incorporated by reference herein, is hereby
approved.
SECTION 2: That the Chairman and Clerk of the Authority
are hereby authorized and directed to execute said agreement
for and on behalf of the Authority.
ADOPTED, SIGNED AND APPROVED this 20th day of January
1981.
the Parking Authority
of the Cit^ of Carlsbad, California
ATTEST:
0//.if-/.^ /r^a.-zti:.
Clerk of the Parking Authority oj
the City of Carlsbad, Californic
(SEAL)
THE PLAZA CAMINO REAL
PUBLIC PARKING LOT OPERATING AGREEMENT
THIS AGREEMENT is made this 20th day of January
19 81, between the CITY OF CARLSBAD, a municipal corporation,
of the State of California, hereinafter referred to as CITY,
and THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, a body
corporate and politic of the State of California, hereinafter
referred to as PARKING AUTHORITY, and PLAZA CAMINO REAL, a
limited partnership organized under the laws of the State of
California, hereinafter referred to as OPERATOR.
RECITALS
WHEREAS, City is the lessee of certain real property in
the City of Carlsbad (hereinafter referred to as the "site"),
more particularly described in the Lease Agreement with the Parking
Authority, dated August 21, 1969, as amended, under the provisions
of which a parking lot as constructed on the site has been leased
to City; and
WHEREAS, in order to carry out the intention of City that
said lot be operated to ensure that the citizens of the City shall
have the benefit of convenient off-street public parking on the
site and to utilize the knowledge and experience of Operator in
the management of similar parking lots, City, Parking Authority
and Operator entered into a Public Parking Lot Operating
Agreement dated November 24, 1969; and
WHEREAS, pursuant to said agreement. Operator has managed
said lot for City; and
WHEREAS, City is also the lessee of certain real property
immediately adjacent to the site (hereinafter referred to as the
"expanded site"), more particularly described in the Lease Agree-
ment with the Parking Authority, dated December 29 , 1980,
under the provisions of which a parking lot as constructed on the
expanded site has been leased to City. The aforementioned lease,
dated August 21, 1969, and the lease dated December 29 , 19^0,
are, hereinafter referred to as the "Leases"; and
WHEREAS, City desires to take advantage of Operator's skills
and experience to also manage the parking lot on the expanded
site; and
WHEREAS, City and Parking Authority desire to treat the site
and expanded site as one unitary site and parking lot and ensure
that the operation is in accord with that desire; and
WHEREAS, all parties hereto wish to provide for the operation
of both parking lots in one document superseding and replacing the
1969 Public Parking Lot Operating Agreement, as amended;
2.
NOW, THEREFORE, in consideration of the covenants and
conditions hereinafter contained, it is agreed as follows:
Section 1 - 1969 Agreement Superseded
That certain agreement entitled Public Parking Lot Operating
Agreement, dated November 24, 1969, as amended, is hereby
terminated and superseded in its entirety by this agreement.
Section 2 - The Parking Lot
The parking lot to be operated pursuant to the terms hereof
consists of the parking lots on the site and the expanded site
(hereinafter referred to as the "Parking Lot") leased to City
under the Leases referred to in the recitals hereof.
Section 3 - Operation of Parking Lot
Operator agrees to manage, operate and maintain the parking
lot, together with all improvements constructed thereon and the
off-site improvements specified in the next succeeding sentence,
for and on behalf of, and at no cost to City, in accordance with
this agreement and the terms of the Leases as they presently
exist to the extent the Leases regulate the management, operation
and maintenance of the parking lot, for the public purposes for
vdiich the same were constructed and leased to the City by the
Parking Authority to wit: for use by the general public as an off-
3.
street public parking lot for motor vehicles without charge, in
accord with the Parking Law of 1949 (Streets and Highways Code
Section 32500 et seq.). The off-site improvements referred to in
the preceding sentence are:
A. Slopes, including landscaping, adjacent to the south
side of Marron Road between El Camino Real and the
line extended from the westerly boundary of
Tentative Map CT 76-18, as approved by City Council
Resolution No. 5165.
B. Lined or unlined drainage channels, desilting basins
and any other erosion control devices, as shown on
the improvement plans for said subdivision and, in
addition, those facilities necessary to provide drainage
from the slopes mentioned in Subsection A, provided
this section is not intended to include any
responsibility for the maintenance of the Buena Vista
Creek Channel.
C. Desilting basins, as long as they exist, at or near the
existing inlet to the sixty-six inch storm drain and the
storm drain itself, located near the intersection of
Marron Road and Monroe Street.
Operator shall comply with all laws, including rules and
regulations adopted pursuant hereto, of all governmental
4.
agencies having jurisdiction concerning the parking lot and shall
hold the City and Parking Authority harmless from all costs
of compliance, including, but not limited to, any charges imposed
by such laws, rules and regulations on the City as lessee, or the
Parking Authority as owner, as a condition of ownership or
operation of the parking lot. The foregoing shall also apply
to all laws, including rules and regulations adopted pursuant
thereto of the City acting in its governmental capacity so long
as they are of general application and not directed specifically
to the parking lot. Nothing herein shall limit Operator's right
to contest any such laws, rules or regulations.
No charge or other validation shall be made by Operator for
use of the parking lot except in accordance with agreements
which may be entered into between Operator, City and Parking
Authority.
Section 4 - Term
The term of this agreement shall commence on the day of the
month on which the expanded site is leased to the City. The
term of this agreement shall be fifty (50) years. To ensure
continuity of operation of the parking lot after the termination
of the Leases, the Parking Authority joins City in the execution
hereof. This agreement shall terminate upon expiration of the
fifty (50) year term. Upon such termination, in the event the
City or the Parking Authority do not wish to exercise their right
to assume operation of the parking lot, they agree to solicit
bids from the public for such operation.
Section 5 - Title to Property
Title to the site, the expanded site and the parking lot
is controlled by the Leases and the conditions, covenants and
restrictions contained in the Grant Deed, dated October 21,
1969, recorded the same date as Document No. 193480, Official
Records of San Diego County, as amended by the instrument
recorded on August 15, 1978, as Dociament No. 78-346318, Official
Records of San Diego County, and in the Grant Deed dated
December n , 198 0, recorded on , 19 as
Document No. , Official Records of San Diego County by
means of which Grant Deeds the Parking Authority of the City of
Carlsbad, as lessor of the Leases, acquired fee title to the
parking lot.
Operator, The May Department Stores Company/ J. C. Penney
Company, Inc.; Sears, Roebuck and Company; Federated Department
Stores, Inc., and Carter Hawley Hales Stores, Inc. have entered
into an Amended and Restated Construction, Operation and Reciprocal
Easement Agreement, recorded August 15, 1978, as Document No. 78-
346427, (hereinafter referred to as the "Phase II REA"). To the
extent the provisions of the Phase II REA relate to the operation,
maintenance and repair of the parking lot and to the extent said
provisions are not inconsistent with either the terms of this
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" r
agreement or with all laws, including rules and regulations
adopted pursuant thereto of all governmental agencies having
jurisdiction concerning the parking lot, including all laws, and
rules and regulations adopted pursuant thereto of City acting in
its governmental capacity, whether now in effect or hereafter
enacted, so long as they are of general application and not
directed specifically to the parking lot, title to the site, the
expanded site and the parking lot is also controlled by the Phase
II REA.
Title to all personal property placed on or about the parking
lot by Operator shall remain in Operator. Title to all personal
property and fixtures placed on or about the parking lot by City
shall remain in City. Title to all fixtures placed on or about
the parking lot by Operator shall remain in Operator unless
such fixtures replace fixtures owned by the Parking Authority or
by City, in which event such replacement fixtures shall belong
to City.
Section 6 - Alterations to the Parking Lot
Operator shall not make any alterations to the parking lot,
including the landscaped areas, as they exist on the effective date
hereof, without first obtaining written approval to do so from
the City Manager of the City of Carlsbad. If the City Manager
determines to approve such alterations, such approval may include
the imposition of conditions to ensure repair or replacement of
landscaping, traffic signs, signals, if any, or other control
devices and any bus transfer facilities removed by such alterations,
appropriate erosion control, siltation and runoff devices or any
other measures reasonably necessary to preclude adverse environ-
mental effects which may be caused by such alteration.
City shall not make any alterations to the parking lot,
including the landscaped areas, as they exist on the effective date
hereof, without first obtaining written approval to do so from
the Operator.
Section 7 - Temporary Use
The parties recognize that Operator may from time to time,
during the term of this agreement, require a temporary license to
use portions of the parking lot for the purposes of:
1. Performing maintenance upon, and making repairs to,
and/or making construction alterations, additions and
improvements, or razing and replacing the whole or
any part of the shopping center buildings and the tenant
stores, and/or
2. Constructing new stores, and/or
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3. Obtaining access, ingress and egress to and from the
shopping center or the tenant stores, as the case may
be, to carry on such maintenance, repair and construction.
Within a reasonable time prior to the commencement of any
such maintenance, repair or construction. Operator shall submit to
City Manager for his approval a plot plan of the shopping center
on which Operator shall delineate those portions of the parking
lot with respect to which Operator reasonably requires a temporary
license in connection with such maintenance, repair or construction,
and such access, ingress and egress, and the City Manager shall,
within ten (10) days thereafter, notify Operator whether he approves
or disapproves of the use. If the City Manager determines to
approve the use, such approval may include the imposition of
conditions reasonably necessary to protect the public health,
safety and welfare. At all times during Operator's use of the
portion of the parking lot as aforesaid. Operator shall comply
with any conditions imposed by the City Manager on said license,
and upon cessation of such use shall promptly restore the portions
of the parking lot so used to the conditions in which the same
were prior to the time of commencement of such use, including the
clearing of such area of all loose dirt, debris, equipment and
construction materials. Operator shall also restore any
portions of the parking lot which may have been damaged by or damaged
in conjunction with such maintenance, repair or construction work
promptly upon the occurrence of such damage, and shall at all times
during the period of any such maintenance, repair or construction
keep all portions of the parking lot, except the portions of the
lot being utilized pursuant to such license, free from and un-
obstructed by any loose dirt, debris, equipment or construction
materials related to such maintenance, repair or construction.
Section 8 - Special Events
Operator shall not use the parking lot, or any portion thereof
or permit it to be used for other than public parking purposes,
unless expressly permitted by this agreement. All special events
shall be subject to the requirements of the Carlsbad Municipal
Code. Operator shall not use the parking lot, or any portion
thereof or permit it to be used for any special event without the
express written approval of the City Manager.
If the City Manager determines to approve such events, the
City Manager's approval amy include the imposition of conditions
as are reasonably necessary to protect the public health, safety
and general welfare. Operator shall not use or give permission for
use of the lot for other than parking purposes without first taking
reasonable steps to assure that such uses are in full compliance
with this agreement and the Carlsbad Municipal Code.
There shall be no display or sale of merchandise on any portion
of the parking lot unless permitted by the Carlsbad Municipal
Code and approved as a special event pursuant to this section.
10.
Section 9 - General Standards of Performance
Commencing upon the date Operator takes possession of the
parking lot or part thereof, and continuing so long as Operator
is in possession of the parking lot and subject to the policy,
controls and other limitations expressed herein, the following
separate, distinct and cumulative standards shall be observed:
1. PUNCTUAL PAYMENT. Operator shall duly and punctually
pay or cause to be paid its obligations hereunder in
strict conformance herewith.
2. DISCHARGE CLAIMS. Operator shall discharge or provide
for the discharge of all claims which it has authorized
or incurred for labor, materials and supplies furnished
for or in connection with the parking lot.
3. NON-DISCRIMINATION. Operator shall operate and manage
the parking lot without unlawful discrimination as to
race, creed, sex, color or national original and without
discrimination in favor of its own customers or otherwise,
4. CONFORMITY TO LAWS. Operator shall duly observe,
conform to and comply with all valid requirements of
any governmental authority relative to the parking lot
or any part thereof and shall require all personnel
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using the parking lot to conform to and comply
with such requirements.
5. OPERATION. Operator shall manage and operate the
parking lot in an efficient and economical manner in
such a way as to cast no reflection on Operator or City.
In particular, without limiting the generality of
the foregoing. Operator shall use its best efforts to
the end that the operating personnel of the parking lot
are courteous and are:
(a) Personally clean, well-groomed and attractive in
appearance.
(b) Cleanly and neatly dressed when on duty in clean,
neat and orderly uniforms, costumes or dress
suitable for their particular jobs.
(c) Able to see, hear and speak normally.
(d) Required to conduct themselves at all times in a
sober, courteous, polite, dignified and inoffensive
manner.
(e) Trained to render a high degree of service in
their particular job.
12.
(f) Closely supervised to ensure such a high degree
of service.
(g) Provided with the necessary equipment, apparatus
and other facilities so that they can exercise
their duties and render such a high degree of
service.
It is not intended, however, by reciting these standards
to prevent the employment of handicapped persons, and
Operator and City shall cooperate to the end that such
standards shall be and are waived as to any particular
person whose handicap is not such as to prevent that
person from adequately performing the duties of the
particular job to which he or she may be assigned.
6. MAINTENANCE. Commencing as of the date of this agreement.
Operator shall maintain the parking lot, including the
lighting, paving, traffic control signs and other signing,
and striping thereon, in good and clean condition, repair
and working order, free of debris, trash and fuel or
oil spills. The standard for such maintenance shall be
that which generally prevails for parking lots of other
regional shopping centers in San Diego County. The
materials, apparatus and facilities used for any new
construction, repair or reconstruction shall be at least
equal to the quality of the materials, apparatus and
facilities originally used.
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It is the intent of the parties hereto that the
parking lot be operated and maintained so that upon the
termination of this agreement, or any extension thereof,
the parking lot will be in essentially the same condition
(reasonable wear and tear and condemnation excepted)
and have the same utility as a public parking lot as
pertains on the date of this agreement.
Operator's obligations hereunder shall include,
but not be limited to, the following:
(a) All hard-surfaced portions of the parking lot shall
be swept and washed at intervals sufficient to
maintain the same in clean condition, free of debris,
trash, and fuel or oil spills. All such work shall
be done before the stores in the shopping center
having 100,000 or more square feet of floor area
shall open each day for business to the general
public.
(b) All lamps on lighting standards shall be inspected
at regular intervals, and all lamps shall be
promptly replaced when no longer properly
functioning.
(c) All parking lot amenities, benches and institutional,
directional, traffic and other signs shall be
inspected at regular intervals, maintained in a clean
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condition and promptly repaired or replaced
upon the occurrence of any defects or
irregularities thereto.
(d) The entire parking lot shall be illuminated
during such hours of darkness as stores
containing 100,000 or more square feet of
floor area in the shopping center shall be
open for business to the general public and
for a reasonable period thereafter to permit
the patrons thereof safe egress from the
parking lot. In addition, portions
of the parking lot shall be illuminated
during hours of darkness in the vicinity of
any business served by the lot while such
business is open for business to the general
public and for a reasonable period thereafter
to permit the patrons thereof safe egress
from the parking lot.
(e) All landscaping shall be properly maintained,
including removal of dead plants, weeds and foreign
matter and such replanting and replacement as the
occasion may require in accordance with practices
which generally prevail for the parking lots of the
other regional shopping centers in San Diego County.
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(f) All trash and rubbish containers located
on the parking lot shall be emptied daily and
shall be washed at intervals sufficient to
maintain the same in a clean condition.
(g) All paving, curbs, gutters, sidewalks, berms and
barricades located on the parking lot shall be
inspected at regular intervals and maintained
in good condition. All hard-surfaced markings
shall be inspected at regular intervals and
promptly repainted as the same become unsightly
or indistinct from wear or other cause.
(h) Operator shall maintain drainage channels, pipes,
catch basins, and any other facilities located on
the parking lot for collection and conveyance of
drainage waters.
(i) Operator shall maintain and repair the sewer mains
and lines and all utility systems located in the
parking lot which serve the buildings constructed
within the exterior boundaries of the parking lot
to the extent that the same are not maintained or
repaired by pxiblic utilities.
(j) Operator shall provide adequate supervision
and security for the parking lot in accordance
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with practices which generally prevail for the
parking lots of the other regional shopping
centers in San Diego County. The obligations
imposed by this section on Operator shall be
supplemental to such Police protection as City
provides for commercial areas in the City.
(k) The provision and maintenance of traffic control
signing or other means of traffic control not
involving any significant expenditure of money
reasonably necessary for effecting the safe and
efficient operation of a circulation system for
traffic and pedestrians in respect to the parking
lot and its operation.
(1) Operator shall maintain and repair all off-site
improvements as specified in Section 3 of this
agreement.
Section 10 - Operator's Compensation
Operator shall receive compensation for its services from
City in the amount of One Dollar ($1.00) per year. Operator will
otherwise benefit from this agreement in that it owns, operates,
holds interests in or otherwise controls to varying degrees a
shopping center known as Plaza Camino Real, which is surrounded
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on all sides by the parking lot. The manner in which the parking
lot is operated and maintained will have a direct impact on
the operation of the shopping center. Operator, by virtue of
this agreement, will be able to ensure a high level maintenance
and operation of the parking lot to the overall benefit of the
shopping center.
Section 11 - Indemnity
Operator shall indemnify City and Parking Authority and
hold City and Parking Authority harmless from and against any
and all actions, claims, demands, costs, damages, penalties,
expenses or liabilities of any kind whatsoever by reason of the
maintenance or operation of the parking lot or by reason of the
use thereof. This indemnification shall include reasonable
attorneys' fees which City or Parking Authority may expend in
connection with any of the foregoing.
Section 12 - Liability Insurance
Operator shall, from and after the date of this agreement,
carry public liability and property damage insurance covering the
parking lot written by financially responsible insurance company(s),
authorized to do business in the State of California and with
limits of liability of at least a combined single limit of two
million dollars ($2,000,000.00) per occurrence. All such insurance
shall name City and Parking Authority as additional insured and
18,
shall be maintained in full force and effect by Operator for
the term of this agreement.
Section 13 - Fire and Extended Coverage Insurance and Repair
Should the parking facilities be damaged by fire, lightning,
vandalism, malicious mischief or any other casualty. Operator
shall cause the repair of such damage with all reasonable dispatch.
Operator shall procure and maintain or cause to be procured and
maintained in full force and effect at all times during the term
of this Agreement, a policy or policies of insurance against loss
or damage to the improvements of the parking lot, resulting from
fire, lightning, vandalism, malicious mischief, and such other
perils as are ordinarily included in "fire and extended coverage
insurance", providing coverage at one hundred percent (100%) of
the replacement value of said improvements written by financially
responsible insurance company(s) authorized to do business in
the State of California. The Parking Authority, City, Operator
and anyone having the right to possession of any or all of the
parking lot under a lease, license or other similar document, or
anyone to whom all or any part of the parking lot is assigned
pledged or placed in trust as security for any loan for the cost
of said improvements, shall be named as additional insured under
said policy of insurance. Proceeds of the said insurance shall
be applied toward the cost of repairs or replacements of said
improvements.
19.
Section 14 - Evidence of Insurance: Blanket Policies
Operator shall cause policies of insurance or certificates
thereof to be provided to City to evidence Operator's compliance
with the requirements of Sections 12 and 13 and providing that the
coverage under such policies shall not be reduced or cancelled
except after thirty (30) days' written notice to City. The
insurance required under Sections 12 and 13 may be obtained through
blanket policies or contracts which may cover other properties
or liabilities, provided that as respects the insurance referred
to in Sections 12 and 13, there is separately stated and allocated
in such policies or contracts with respect to the parking lot an
amount at least equal to the amount of insurance required with
respect to the parking lot as if the same were so insured under
separate policies or contracts of insurance.
Section 15 - Covenant Against Mechanics' Liens
Operator shall keep the parking lot free and clear of all
material liens or mechanics' liens or any other similar liens for
repair, maintenance and operation, services, labor or materials
which may arise from any work done on the parking lot by or at
the direction of Operator. Operator may in good faith contest
the validity of any such lien and shall at its expense defend
itself. City and Parking Authority against the same and pay any
final judgment which may be rendered thereon. If Operator elects
20,
to contest any such lien, it shall record a surety bond in
accordance with California Civil Code Section 3143 releasing
the parking lot from such lien within ten (10) days after it
becomes aware of the recordation of any such lien or Operator
shall deliver the aforementioned bond to City.
Section 16 - Enforcement
If Operator shall at any time fail or refuse to pay any
obligation or perform any work or furnish any services required
on their part under this agreement. City or Parking Authority
may prosecute any proceeding at law or in equity to secure by
way of specific performance or otheirwise Operator's obligations.
Section 17 - Assignment
Operator shall not assign this agreement without written
consent of City, except to a wholly owned subsidiary of Operator,
or to a successor by purchase of all of the assets of Operator,
or except to the extent that Operator becomes a participant
corporation in a merger or consolidation. City's consent shall
further not be required for any assignment to a person who
assumes Operator's obligations for the entire parking lot
pursuant to the provisions of the Phase II REA. Where City's
consent to an assignment is required, it shall not be unreasonably
withheld. Nothing herein shall be deemed to limit Operator's
21,
right to subcontract for the performance of Operator's
obligations to operate, maintain and repair any part of the
parking lot provided no such subcontract shall relieve Operator
of the responsibility for such obligations.
Section 18 - Operator's Right to Operate Parking;
Termination for Default
Operator shall have the right to operate the parking lot
throughout the term of this agreement, provided that if Operator
defaults in the performance of its obligations under this agreement
and such default is not cured within ninety (90) days after written
notice from the City to Operator and to all the REA Parties (as
defined in Section 20), specifying the particulars of such default.
City shall have the right to terminate this agreement. The giving
of such notice of default to Developer and all the REA parties is
a condition precedent to the exercise by City of its right to
terminate this agreement under this section.
Section 19 - Right to Cure Grant Deed Defaults
In the event any person entitled to enforce the provisions
of the Grant Deeds described in Section 5 of this agreement gives
written notice to the City or Parking Authority asserting that
the City or the Parking Authority is in default of its obligations
under the terms of either of said Grant Deeds, and any of the
asserted grounds for default involve matters which are made
22.
obligations of the Operator by this agreement, and Operator
does not cure the default within thirty (30) days from written
notice thereof from the City or Parking Authority, City or
Parking Authority shall have the right to take any reasonable
steps necessary to cure the default. Operator shall pay the cost
of curing any such default. If City determines, in its reasonable
judgment, after the expiration of the aforementioned notice period,
that it is necessary in order to cure any such default. City shall
have the right to oust Operator, to suspend or terminate this
agreement, and to make such other arrangements for the operation
of the parking lot as City considers appropriate. City and
Parking Authority agree to send copies of any notices that either
may give to Operator under this section to all of the REA Parties
(as defined in Section 20). The sending of such copies of such
notices shall be solely for the information of the REA Parties
and shall not be a condition to the exercise by the City or Parking
Authority of any rights under this section. The sending of or
failure to send any such copies to any of the REA Parties shall
not affect City's or Parking Authority's rights under this
section. Neither City nor Parking Authority shall be liable
to the Operator or any REA Party by reason of sending or failing
to send any such copies to any REA Party.
Section 20 - Notices to REA Parties
As used in this agreement, the term "REA Parties" refers to
the Parties to the Amended and Restated Construction, Operation
23.
and Reciprocal Easement Agreement referred to in Section 5.
Notices to the REA Parties shall be by certified mail addressed
as follows (subject to the right of each of said Parties to
designate a different address for itself by notice to the City
and Parking Authority given in accordance with the provisions of
paragraph 4 of Section 21);
The May Department Stores Company
1701 Railway Exchange Building
6th and Olive Streets
St. Louis, Missouri 63101
Attention: Executive Vice President
J. C. Penney Company, Inc.
P. 0. Box 4015
Buena Park, California 90624
Attention; Executive Vice President
Sears, Roebuck and Co.
900 South Fremont Avenue
Alhambra, California 91802
Attention: Executive Vice President
Federated Department Stores, Inc.
222 West Seventh Street
Cincinnati, Ohio 45202
Attention: Senior Vice President - Real Estate
Carter Hawiey Hale Stores, Inc.
550 South Flower Street
Los Angeles, California 90071
Attention: Vice President,
Real Estate Legal
Plaza Camino Real
c/o May Centers, Inc.
Sixth and Olive Streets
St. Louis, Missouri 63101
Attention: President
24.
So long as Plaza Camino Real is the Operator under this
Agreement, it shall not be entitled to any additional notices
in its capacity as an REA Party. Should it cease to be the
Operator, it shall be entitled to receive the same notices as
any other REA Party.
Section 21 - General
1. The paragraph headings contained herein are for
convenience and reference and are not intended to define or limit
the scope of any provision of this agreement and shall not be
considered in any construction or interpretation of this
agreement.
2. If any section, subsection, sentence, clause or
phrase of this agreement, or the application thereof, to either
party, or any other person or circumstance is for any reason held
invalid, it shall be deemed severable and the validity of the
remainder of the agreement of the application of such provision
to the other party, or to any person or circumstance, shall not
be affected hereby.
3. This agreement shall be construed in accord with the
laws of California.
4. Any notice pursuant to this agreement shall be by
certified mail addressed as follows:
25.
To Operator: Plaza Camino Real
c/o May Centers, Inc.
Sixth and Olive Streets
St. Louis, Missouri 63101
Attention: President
To City: City Clerk
City of Carlsbad
1200 Elm Avenue
Carlsbad, California 92008
To Parking Authority: Parking Authority
City of Carlsbad
1200 Elm Avenue
Carlsbad, California 92008
With a duplicate copy to City Attorney at the same address
Any party hereto may change its address for notices by
delivering to all other parties a notification of a new address
to be effective upon receipt of written acknowledgement of said
change from said parties.
5. The City, by its execution of this agreement, authorizes
the City Manager to act on behalf of the City and to exercise
his judgment in regard to the approvals specified by this agreement
to be made by the City Manager. In acting on requests for such
approvals, the City Manager shall be deemed to be acting on behalf
of the City. Such approvals shall be in writing and shall not be
unreasonably withheld. Operator shall have the right to appeal
the determinations of the City Manager on requests for approval
to the City Council whose decision shall be final.
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Wherever in this agreement the approval of the City
is specifically required, the decision on such approvals shall
be made by the City Council.
6. Wherever in this agreement the approval of City or
City Manager is required. Operator may, at its option, if it sees
fit, invoke the following procedure: Operator shall give a
written notice of request for approval which shall include the
details of the action proposed to be taken in connection therewith,
Said notice shall be mailed to the City Clerk, City Manager and
City Attorney by either personal delivery or certified mail.
The City Manager or City Council shall have forty (40) days
after actual receipt of the notice within which to approve or
disapprove, although they may make a decision to approve or
disapprove in a shorter time. Unless the City Manager or City
Council acts to disapprove the aforesaid within forty (4 0) days
after actual receipt of the notice, evidenced by personal service
or execution of the certified mail receipt, the same shall be
deemed approved. The time limits in this section may be extended
upon consent of Operator.
IN WITNESS WHEREOF, the City, the Parking Authority and
Operator have signed this agreement as of the day and year first
above written.
PLAZA gAMINO REAL, a limited partnership
By: Maty Centers, Inc,
E. Lo
Counsel for Plaza Camino Real By
27.
ATTEST:
ALETHA L. RAUTENKRANZ j
City Clerk
CITY OF CARLSBAD
^ ^^^^
RONALD C. PACKARD, MAYOR
ATTEST;
LETHA L. RAUTENKRANZ ^ ALETHA
City Clerk
PARKING AUTHORITY OF THE CITY OF
CARLSBAD
I HEREBY APPROVE the fmrm and legality of the foregoing
Agreement this d^t^ day of ^ A A/ , '^^%\.'
VINCENT~F. 3XONU0, JR., f^liy Attorney
and ex officio Attorney feor the
Parking Authority of the City of
Carlsbad
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