February 9, 2022
City of Anaheim
Sergio Ramirez
200 S. Anaheim Blvd.
Anaheim, CA 92805
Re: Anaheim Blvd
Edison Lot
Dear Sergio,
Pursuant to a letter to the City dated January 11, 2022, ASC-Anaheim, LLC submitted a proposed Carvana sublease under the Sub-Sublease by and between ASC-Anaheim, LLC and Anaheim Redevelopment Agency {"Agency") dated 3/01/11 ("Agency Lease"), ASC Anaheim, LLC and requested approval of the attached Carvana Sub-Sub-Sublease ("Carvana Sublease") and execution of an attached consent as provided for in the original Agency Lease.
Pursuant to Agency Lease Section 6, Agency may not unreasonably disapprove a sublease. Since receipt of ASC-Anaheirn, LLC, request, Agency has accomplished nothing except to set up a meeting which occurred on February 7, 2022. Prior to the meeting, ASC-Anaheim, LLC requested an agenda but the Agency refused to provide one. At the meeting, the Agency neither approved nor disapproved the proposed Carvana Sub-Sub-Sublease.
ASC-Anaheim, LLC has provided all reasonable information regarding the request and responded to all of Agency's questions. The Agency's detay rn respondrng is costing ASC-Anaheim, U.C a srgnifrcant amount of money and is endangering consummation of the Carvana Sublease, which is quite valuable to ASC-Anaheim, LLC. Therefore, ASC-Anaheim, LLC respectfully demands that by Friday February 11, 2022 {a full month after the request was made} Agency {l} approve the Carvana Sublease or specify exactly the reasons why it is reasonably being disapproved; and {2} sign the consent form.
In the meeting, Agency surprised ASC-Anaheim, LLC with some specious arguments to the effect that "maybe" the Agency Lease has expired (or is terminable by Agency on some grounds or another). Of course, ASC-Anaheim, LLC disagrees with all such assertions. While the Agency is free to pursue such assertions (which ASC-Anaheim, LLC will defend vigorously), such musings are insufficient reason to disapprove the proposed Carvana Sublease at this time. Clearly the Agency lease remains in effect (and even if terminable, it has not been terminated by Agency), and so that is not a reason to "disapprove" the Carvana Sublease, since by its terms it terminated upon any Agency Lease termination.
Should Agency delay further, and/or seek to terminate the Agency Lease unsuccessfully, ASC-Anaheim, LLC will seek all available rights and remedies against Agency including without limitation the loss of profits from a failed Carvana Sublease.
CS ITEM # 03