TO:Andrew P. Powers, City Manager
FROM:Tracy M. Noonan, City Attorney
Jaime Boscarino, Finance Director
DATE:June 10, 2025
SUBJECT: Purchase and Sale Agreement Amendment for Mixed-Use Project at 2200 East Thousand Oaks Boulevard (The Lakes); Applicant: T.O. Lakes, LLC
RECOMMENDATION:
1. Option 1:
a. Approve the Second Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions dated December 9, 2022, between City and T.O. Lakes, LLC, (T.O. Lakes) extending the purchase date one year with another one-year option in consideration for monetary contribution to City by T.O. Lakes. b. Direct monetary contribution by T.O. Lakes to be used to fund Navigation Center annual operating expenditure gap for FY 2024-25 and FY 2025-26 if one-year option is executed.
c. Approve budget appropriation and expenditure in FY 2024-25 and FY 2025-26 in the amount of $100,000 annually from A/C #001-0960-486-9900 (General Fund - Navigation Center Miscellaneous Revenue) to A/C #001-0960-644-5699 (General Fund – Navigation Center Contracted Services). d. Find that this action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3).
2. Option 2:
a. Deny request by Applicant to amend the Purchase and Sale Agreement and Joint Escrow Instructions extending the purchase date one year with another one- year option.
Amended Agreement for Mixed-Use Project (The Lakes)
June 10, 2025
b. Find that this action is exempt from the CEQA pursuant to CEQA Guidelines Section 15061(b)(3).
LEVINE ACT ITEM: Yes
FINANCIAL IMPACT:
Financial Impact To Be Determined. Staff time to process the requested amendment and to prepare this report are included in the Adopted FY 2024-25 General Fund Budget. $100,000 would be contributed towards the City’s Navigation Center operating costs for up to two years if approved by City Council.
BACKGROUND:
On January 25, 2000, the former Thousand Oaks Redevelopment Agency (City’s predecessor in interest), and T.O. Civic Arts LLC, (a corporation under the Caruso portfolio of shopping centers in Southern California), agreed to enter into a Disposition and Development Agreement (Contract No. 4704-2000) that outlined the development and operation of The Lakes retail operation. The parties also entered into a Maintenance, Use, and Reciprocal Easement Agreement (Contract No. 6475-2004) and Mixed-Use Ground Lease (Contract No. 6425-2004).
The project site encompasses a 7.58-acre parcel located at 2200 East Thousand Oaks Boulevard, at an easterly portion of the approximate 27-acre Civic Arts Plaza Specific Plan (SP 11).
On November 30, 2021, City Council held a public hearing on a proposed mixed- use project on the subject site. At the conclusion of the hearing, City Council approved the following actions:
Adopted a resolution (Resolution No. 2021-063) approving a General Plan Amendment (LU 2021-70009) to change the land use on the subject parcels from commercial to commercial-residential;
Approved a Development Permit (DP 2021-70434) authorizing the construction of up to a 165-unit apartment building and associated site improvements;
Approved a land division (LD 2021-70435) to create two air parcels and one master parcel;
Approved a Protected Tree Permit (PTP 2021-70438);
Accepted a Mitigated Negative Declaration (MND) (MND 2021-70424); Approved an Amended and Restated Maintenance, Use, and Reciprocal Easement Agreement (Contract No. 6475-2008A);
Amended Agreement for Mixed-Use Project (The Lakes)
June 10, 2025
Adopted an ordinance (Ordinance No. 1692-NS) approving a Development Agreement (Contract No. 13633-2024) between City and T.O. Lakes, LLC [(T.O. Lakes) a newly formed corporation under the Caruso portfolio of shopping centers]; and
Approved the sale of the property to T.O. Lakes for a price of $2,000,000 and future community benefit payments of up to $13,095,238.20 pursuant to the terms and conditions set forth in the Development Agreement and Purchase and Sale Agreement and Joint Escrow Instructions (PSA) (Contract No. 13146-2022).
The approved Development Agreement between the parties has an effective date of March 29, 2022, and contains various contractual obligations that bind each party, including a five-year term, and various actions T.O. Lakes must take to effectuate the purchase of the property and build the project.
The PSA also contains various contractual obligations that bind each party, including a deadline for T.O. Lakes to exercise the purchase option, and a closing date by which T.O. Lakes must satisfy certain conditions, including the timely deposit into an escrow account of the $2,000,000 purchase price. T.O. Lakes has timely exercised the purchase option, but has yet to purchase the property. Section
6.3 of the PSA had an initial closing deadline of December 9, 2024. The parties entered into a First Amendment to the PSA (Contract No. 13146-2022A1) on July 24, 2024, that extended the closing date to June 30, 2025.
DISCUSSION/ANALYSIS:
T.O. Lakes is requesting the parties enter into a Second Amendment to the PSA (Attachment #1) to extend the closing date in the PSA for one year with an additional one-year option. Based on T.O. Lake’s request, it would have until June 30, 2027, to purchase the property.
In consideration for City Council granting the request, T.O. Lakes is offering to pay the City $100,000 for each year the purchase closing deadline is extended. The terms of the proposed amendment would require T.O. Lakes pay the City $100,000 through an escrow account within two days of the parties executing a Second Amendment to the PSA. If T.O. Lakes exercises its option to extend the closing deadline an additional year, it will notify the City and pay an additional $100,000 on, or prior to, May 29, 2026. The extension payments will be non-refundable and will not be applied toward the purchase price at closing.
If City Council approves the Second Amendment to the PSA, staff may bring an item to City Council in the future to extend the term of the Development Agreement in order to ensure adequate time for the parties to comply with the terms and conditions of the Development Agreement.
Amended Agreement for Mixed-Use Project (The Lakes)
June 10, 2025
LEVINE ACT (California Government Code § 84308):
This item is subject to the Levine Act. City Councilmembers who have received a campaign contribution of more than $500 (aggregated) within the preceding 12 months from a party or their agent/representative, or a financially-interested participant involved in this proceeding may do either of the following: (1) disclose the contribution on the record and recuse themselves from this proceeding; or if applicable (2) return the portion of the contribution that exceeds $500 within 30 days from the time the official knew or should have known about the contribution, and participate in the proceeding.
All parties and their agents/representatives must disclose on the record of this proceeding any aggregated contribution of more than $500 made to any Councilmember within the preceding 12 months. Councilmembers are prohibited from accepting, soliciting, or directing a campaign contribution of more than $500 (aggregated) from a party, their agent/representative, or a financially-interested participant during a proceeding and for 12 months following the date a final decision is made. In addition, a party, their agent/representative, or a financially- interested participant is prohibited from contributing more than $500 (aggregated) to a Councilmember during a proceeding and for 12 months following the date a final decision is made.
COUNCIL GOAL COMPLIANCE:
Meets the following City Council goal:
C. Operate City government in a fiscally and managerially responsible and prudent manner to ensure that the City of Thousand Oaks remains one of California's most desirable places to live, work, visit, recreate, and raise a family.
PREPARED BY: Patrick J. Hehir, Chief Assistant City Attorney Attachments:
Attachment #1 - Second Amendment to Purchase and Sale Agreement CAO:420-46\pjh\Legal Files\The Lakes Residential Project\Staff Report