Report to Mayor and City Council
Thursday, July 19, 2018
Discussion
SUBJECT:
Title
CONSIDER IMPLEMENTATION OF PROJECT AGREEMENTS WITH CAM-CARSON, LLC, A DELAWARE LIMITED LIABILITY CORPORATION AND AN AFFILIATED ENTITY OF MACERICH, FOR THE DEVELOPMENT OF A FASHION OUTLET RETAIL CENTER ON THE CELL 2 SURFACE LOT OF A 157-ACRE PARCEL, THE FORMER CAL-COMPACT LANDFILL; INCLUDING: (1) APPROVAL OF AN AGREEMENT TO UNDERTAKE A VALIDATION ACTION OF THE TRANSACTION AND PROVIDE FOR REIMBURSEMENT OF CITY/AUTHORITY EXPENSES; (2) REAPPROVE THE CONVEYANCING AGREEMENT APPROVED ON APRIL 3, 2018 TO PROVIDE THE OPTION FOR POSSESSION TO BE TRANSFERRED VIA A LEASE; AND (3) AUTHORIZING MAYOR, CHAIRMAN, CITY MANAGER OR EXECUTIVE DIRECTOR AS THE CASE MAY BE, TO APPROVE CERTAIN IMPLEMENTING AGREEMENTS INCLUDING AN OPERATIONAL AGREEMENT, EASEMENT, DEED OF TRUST, AND OTHER IMPLEMENTING AGREEMENTS
(THIS IS A JOINT ITEM BETWEEN RECLAMATION AUTHORITY, CITY COUNCIL AND SUCCESSOR AGENCY)
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I. SUMMARY
On July 3, 2018 the City Council and Carson Reclamation Authority (“Authority”) Board considered a number of items related to the development of the fashion outlet mall to be developed by CAM-Carson, LLC on Cell 2 of the Former Cal Compact Landfill owned by the Authority.
At that meeting, the City Council and Authority Board approved the consent to transfer whereby Macerich would transfer 50% of the development entity to SI-Carson property group or a subsidiary, and the City Council conducted the Public Hearing and approved the Staff Report and economic development subsidy conclusions contained in Section VG(4) of that report.
The original July 3, 2018 staff report is included here as Exhibit A. The Boards asked for the remaining items to return at a future date pending execution of certain items by the developers.
II. RECOMMENDATION
Recommendation
TAKE the following actions:
1. APPROVE Agreement to Undertake Validation Action and Reimbursement Agreement II Between City of Carson and the Carson Reclamation Authority and CAM-Carson LLC;
2. AUTHORIZE City Manager and/or Executive Director of the Carson Reclamation Authority to approve and execute certain implementing agreements including an Operational Agreement, Easement, Deed of Trust, and other Implementing Agreements;
3. REAPPROVE the Conveyancing Agreement approved on April 3, 2018 to provide the option for possession to be transferred via a lease; and
4. AUTHORIZE Mayor/Chairman to execute all relevant Agreements.
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III. ALTERNATIVES
Take such other action as deemed appropriate.
IV. BACKGROUND
The background to these agreements is contained in the July 3, 2018 Staff Report, included as Exhibit B to this report. At the July 3 meeting, the two bodies took action on several of the items, noted above but asked for the remaining items to return once certain items had been executed by the developers.
Attached in Exhibit F is a signed Development Agreement. Obviously, while signed it is not considered delivered to the City until all of the related agreements are approved and executed and the parties agree that they are delivered. Also attached are the signature pages of the Joint Venture Agreement (Exhibit G) and the executed Transfer of Entity Interests Agreement (Exhibit H), which had been approved on July 3.
V. FISCAL IMPACT
The fiscal impact of the project is described in the July 3 report.
VI. EXHIBITS
A. July 3, 2018 Staff Report
B. Agreement to Undertake Validation Action and Reimbursement Agreement II Between City of Carson and the Carson Reclamation Authority and CAM-Carson LLC
C. Conveyancing Agreement
D. Easement Self Help Agreement
E. Lien Agreement
F. Development Agreement
G. Joint Venture Agreement Signature Page
H. Transfer of Entity Interests Agreement
Prepared by: John Raymond, Executive Director