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Grand Pacific Carlsbad Lot 9, L.P.; 2015-01-15;
nECOROING REQUESTED B'i CIUCAGO TITLE COMPA.~Y -, AND WHEN RECORDED RETURN TO: The City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Celia Brewer, City Attorney DOC# 2016-0689337 llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Dec 15, 2016 04:59PM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $87.00 PCOR: N/A PAGES 20 Above Space for Recorder's Use Only EXERCISE AND ASSIGNMENT OF OPTION AGREEMENT AND RELEASE OF MEMORANDUM OF OPTION AGREEMENT This EXERCISE AND ASSIGNMENT OF OPTION AGREEMENT AND RELEASE OF MEMORANDUM OF OPTION AGREEMENT (this "Agreement") is made and effective as ofDecember[5:""2016, by THE CARLSBAD PUBLIC FINANCING AUTHORITY, ajoint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District ("CPFA"), and GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership ("GPC Lot 9"). CPF A and GPC Lot 9 entered into that certain Option to Lease Agreement dated December 9, 2014, as amended by that certain First Amendment Option to Lease Agreement dated July 28, 2016 by and between CPFA and GPC Lot 9 (collectively, the "Option Agreement"), pursuant to which CPF A granted to GPC Lot 9 an option to ground lease from CPF A, three parcels which together comprise that certain real property located in the City of Carlsbad, County of San Diego, State of California, as more particularly described on Exhibit A attached hereto (the "Property"). A Memorandum of Option Agreement (the "Memorandum of Option Agreement") was also entered into on January 15, 2015 by and between the CPFA and GPC Lot 9 and recorded on February 18, 2015 in the official records of the County of San Diego, State of California (the "Official Records") as Document No. 2015-0071260. Terms not otherwise defined herein have the meaning given in the Option Agreement. All Conditions Precedent to the exercise of the Option have been satisfied and this Agreement along with certain other agreements between CPF A and the Affiliates of GP Lot 9 referred to below, which are being delivered to CPF A concurrent with this Agreement, constitute GPC Lot 9's exercise ofthe Option. GPC Lot 9 hereby represents to CPF A that both Grand Pacific Carlsbad, L.P, a California limited partnership ("GPC"), and Grand Pacific Carlsbad Hotel, L.P., a Delaware limited partnership ("GPC Hotel"), are Affiliates of GPC Lot 9. Pursuant to Section 12 of the Option Agreement, GPC Lot 9 hereby assigns to (i) GPC all of GPC Lot 9's right, title and interest under the Option Agreement to enter into the Time Share Addition Ground Lease (as defined in the Section 29 of the Lease attached to the Option Agreement), and (ii) GPC Hotel all of GPC Lot 9's right, title and interest under the Option Agreement to enter into the Lease relating to the Hotel Addition (the "Hotel Addition Ground Lease"). Pursuant to the Time Share Addition Ground Lease, a Memorandum of Lease in the form of Exhibit B attached hereto (the "Time )* DOCS 121163-000001/2739674.2 ('~c.v .~J.i~ C~-y...ev rr~L'Y hetet.J,~ j 4844-6809-5805.3 Share Addition Memorandum of Lease") is to be recorded in the Official Records concurrent with the execution and delivery of the Time Share Addition Ground Lease and, pursuant to the Hotel Addition Ground Lease, a Memorandum of Lease in the form of Exhibit C attached hereto (the "Hotel Addition Memorandum of Lease") is to be recorded in the Official Record concurrent with the execution and delivery of the Hotel Addition Ground Lease. Upon recordation of the Hotel Addition Memorandum of Lease and the Time Share Addition Memorandum of Lease, the Memorandum of Option shall be released from title to the Property. This Agreement is being executed and recorded solely to memorialize the exercise of the Option, assign the option rights under the Option Agreement and, upon the recordation of the Time Share Addition Memorandum of Lease and the Hotel Addition Memorandum of Lease in the Official Records, release the Memorandum of Option Agreement from title to the Property. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. [Signature page follows; Balance of page intentionally left blank.] DOCS 121163-000001/2739674.2 4844-6809-5805.3 IN WITNESS WHEREOF, the parties hereto have executed this Exercise and Assignment of Option Agreement as of the date first written above. CPFA: Approved as to form and legality: THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority fo ed by the City of Carlsbad and the Carl unicipal Water District By: __ ~~~~~----~~~---------- Name: ~~~=-~~~~~=------------ Title: -----'=<--=-;;L------""..:::=!!0!!:=---~..::::o.:..--------------- Attest: c~ - Celia Brewer, City Attorney GPLOT9: DOCS 121163-000001/2739674.2 4844-6809-5805.3 GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Lot 9, Inc., a Delaware corporation, its General Partner A Notary Public or other officer completing this certificate verifies only the identity ofthe individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On \~\~ \)~· 'LD llt ) ) , before me, H ()fi f~ }ore vY\ llli11 Mf€).~1 f ~bk \ • · l \ A \ () l (ipsert name and title of the officer) Notary Public, personally appeared \ \MO \ Vl~ J · ~Tf"l ~'e , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~NJyv\~ (Seal) MARITES BOREMAN • Commission# 2128780 <z~ : -,; Notary Public -California ~ . . ~ z San Diego County ~ t 4 ~ 0 0 0MJ so:m·Jxgizs.o;t;.J~1:l -4- 4844-6809-5805.3 A Notary Public or other officer completing this certificate verifies only the identity ofthe individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of San Diego ) On \?JtVl n{t. rw~~ , before me, H~r~tu bhc 1\ ' "\ () ').. (insert name and title of the officer) Notary Public, personally appeared ---=v'-----lA_\J_\_U\_'-:>_·_~-+-~..:__-=---..:_V\ __________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature AF~ (Seal) -5- 4844-6809-5805.3 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) ) On DELt-'Ji.llJ.::?C.-11, 2(.;( b 'before me, . c I L-A· e. COFStrfN ,.. (insert name and title of the office ) Notary Public, personally appeared i.f::lf I N Ct2AVV f-oR-f) , who proved to me on the basis of satisfactory evidence to be the person(s)whose nameW Gftare subscribed to the within instrument and acknowledge9 to me that(h~ftel.they executed the same in~t.fleir authorized capacity(i@s}, and that b(!&~their signature(-s)-on the instrument the person~ or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature $JJ~~ .~ (Seal) EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: APN 211-023-07 (PORTION) THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY OF RECORDER OF SAN DIEGO NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT POINT 9 OF LOT "F" AS SHOWN ON SAID PARTITION MAP NO. 823, SAID POINT 9 BEING A POINT IN THE EASTERLY BOUNDARY COURSES OF SAID LOT "H" CONNECTING POINTS 13 OF LOT "G" AND POINT 8 OF LOT "F" AS SHOWN ON SAID MAP NO. 823; THENCE NORTH 0°07'28" EAST ALONG THE SAID EASTERLY BOUNDARY COURSE OF SAID LOT "H" 110.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 0°07'28" EAST ALONG SAID EASTERLY BOUNDARY COURSE 160.00 FEET; THENCE LEAVING SAID BOUNDARY COURSE NORTH 89°52'32" WEST 120.00 FEET; THENCE SOUTH 00°07'28" WEST 160.00 FEET; THENCE SOUTH 89°52'32" EAST 120.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: APN 211-023-07 (PORTION) THAT PORTION OF LOT "F" OF RANCHO AGUA HEDIONDA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO, NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 9 OF SAID LOT "F" AS SHOWN ON SAID PARTITION MAP NO. 823; THENCE ALONG THE BOUNDARY COURSE CONNECTING POINTS 8 AND 9 OF SAID LOT "F" NORTH 00°07'28" EAST (RECORD NORTH 0°31' 16" WEST, RECORD OF SURVEY 5715) 167.78 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°07'28" EAST ALONG SAID BOUNDARY COURSE 67.25 FEET TO A POINT ON A 58 FOOT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE THROUGH SAID POINT BEARING SOUTH 54°41 '40" WEST; THENCE FROM SAID POINT SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY ALONG SAID CURVE 71.73 FEET THROUGH AN ANGLE OF 70°51 '37' TO THE TRUE POINT OF BEGINNING. PARCEL 3: APN 212-271-02 LOT 9 OF CITY OF CARLSBAD CT 09-03, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15902, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 4, 2013. DOCS 121163-00000112739674.2 4844-6809-5805.3 EXHIBITB TIME SHARE ADDITION MEMORANDUM OF LEASE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Grand Pacific Carlsbad Hotel, L.P. 5900 Pasteur Court, Suite 200 Carlsbad, CA 92008 Attn: David Brown (Above Space for Recorder's Use Only) MEMORANDUM OF LEASE This MEMORANDUM OF LEASE is made as of December _, 2016, by THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District ("Landlord"), and GRAND PACIFIC CARLSBAD, L.P., a California limited partnership ("Tenant"). 1. Landlord leases to Tenant the real property (the "Property") described in Exhibit A attached hereto pursuant to the Ground Lease between Landlord and Tenant dated as of the date hereof (the "Lease"). 2. The Lease provides for a term commencing on the Rent Commencement Date (as defined in the Lease) and expiring sixty-five (65) years thereafter, subject to two (2) options to extend for ten (1 0) years each. 3. Reference is made to a Grant Deed in favor of the Carlsbad Municipal Water District recorded on July 27, 1962 in the Official Records of the San Diego County Recorder's Office as Document No. 127706 and the fact that under such grant deed the Carlsbad Municipal Water District may have certain rights over the portions of the Premises not owned by it. On behalf of the Carlsbad Municipal Water District, Landlord agrees that so long as the Lease is in effect, such rights will not be exercised by Carlsbad Municipal Water District or by Landlord on behalf of the Carlsbad Municipal Water District in any way in so far as the Premises is concerned and nothing contained in such grant deed shall prohibit or interfere with the use or development of the Premises in accordance with the terms of the Lease. 4. Other terms and conditions pertaining to the Lease are set forth in the Lease, all of which are incorporated into this Memorandum by this reference. If there is any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Memorandum, the terms and conditions of the Lease shall control. [Signature page follows; Balance of page intentionally left blank.] -1- 4844-6809-5805.3 LANDLORD: THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District By: ______________ _ Name: ----------------------------- Title: Attest: ------------------------------ Barbara Engelson, City Clerk (Seal) Approved as to form and legality: Celia Brewer, City Attorney TENANT: 4844-6809-5805.3 GRAND PACIFIC CARLSBAD, L.P., a California limited partnership By: Grand Pacific Development, Inc., a California corporation, its General Partner -2- By: ----------- Timothy J. Stripe, Co-President By: -------------------David S. Brown, Co-President JOINDER This Joinder is attached to and shall form a part of that certain Memorandum of Lease dated as of December_, 2016 ("Memorandum of Lease"), by and between The Carlsbad Public Financing Authority, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District, as "Landlord," and Grand Pacific Carlsbad, L.P ., a California limited partnership, as "Tenant." This Joinder shall be deemed effective as of the date of the Memorandum of Lease. For good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned each hereby ratify, join in and agree to be bound by the Memorandum of Lease, and agree that all of their respective ownership interests in the property that is the subject of the Memorandum of Lease are covered by and subject to the Memorandum of Lease. Approved as to form and legality: Celia Brewer, City Attorney Approved as to form and legality: Celia Brewer, City Attorney 4844-6809-5805.3 City: The City of Carlsbad, a California municipal corporation By: __________ _ Name: ---------------------Its: ____________ _ Attest: ___________________ __ Barbara Engelson, City Clerk Water District: The Carlsbad Municipal Water District, a California municipal water district By: __________ _ Name: ___________ _ Its: ____________ _ Attest: ___________ _ Barbara Engelson, City Clerk -3- A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) ) On ____________ , before me,-------.,----,------- (insert name and title of the officer) Notary Public, personally appeared---------------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________ _ (Seal) -4- 4844-6809-5805.3 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) ) On _______________________ , before me, ____________________________ ___ (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ______________________________ _ (Seal) -5- 4844-6809-5 805.3 EXHIBIT A TO EXHIBIT B LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITU A TED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL BAS SHOWN ON BOUNDARY ADJUSTMENT ADJ 16-08, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, PER CERTIFICATE OF COMPLIANCE FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY ON , 2016 AS FILE NO. 2016- ------' MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHWEST CORNER OF THE SAID PARCEL B; THENCE NORTH 00°00'17" EAST A DISTANCE OF 65.23 FEET; THENCE NORTH 45°00'17" EAST A DISTANCE OF 134.38 FEET; THENCE NORTH 44°59'43" WEST A DISTANCE OF 135.72 FEET; THENCE NORTH 12°39'48" EAST A DISTANCE OF 195.66 FEET; THENCE NORTH 79°29'29" EAST A DISTANCE OF 31.07 FEET, TO THE BEGINNING OF A NON TANGENT 476.00 FOOT RADIUS CURVE CONCAVE TO THE NORTHEAST, A RADIAL TO SAID POINT BEARS, SOUTH 69°29'20" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 26°01'03", AN ARC LENGTH OF 216.15 FEET; THENCE NON-TANGENT TO SAID CURVE SOUTH 40°29'50" EAST A DISTANCE OF 92.60 FEET, TO THE BEGINNING OF A 51.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST A RADIAL TO SAID POINT BEARS, NORTH 49°30'06" EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°37'35", AN ARC LENGTH OF 13.02 FEET; THENCE SOUTH 25°52'18" EAST A DISTANCE OF 49.18 FEET, TO THE BEGINNING OF A NON TANGENT 54.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST A RADIAL TO SAID POINT BEARS, NORTH 34°23'29" WEST, THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 53°42'06", AN ARC LENGTH OF 50.61 FEET; THENCE SOUTH 01 °54'25" WEST A DISTANCE OF 20.14 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL B; DOCS 121163-000001/2739674.2 -1- 4844-6809-5805.3 THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERLY BOUNDARY OF SAID PARCEL, SOUTH 71 °27'08" WEST A DISTANCE OF 269.41 FEET TO THE POINT OF BEGINNING. HAVING AN AREA OF 66,083 SQUARE FEET, 1.517 ACRES. APN 212-271-02 EXHIBIT C HOTEL ADDITION MEMORANDUM OF LEASE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Grand Pacific Carlsbad Hotel, L.P. 5900 Pasteur Court, Suite 200 Carlsbad, CA 92008 Attn: David Brown (Above Space for Recorder's Use Only) MEMORANDUM OF LEASE This MEMORANDUM OF LEASE is made as of December _, 2016, by THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District ("Landlord"), and GRAND PACIFIC CARLSBAD HOTEL, L.P., a Delaware limited partnership ("Tenant"). 1. Landlord leases to Tenant the real property (the "Property") described in Exhibit A attached hereto pursuant to the Ground Lease between Landlord and Tenant dated as of the date hereof (the "Lease"). 2. The Lease provides for a term commencing on the Rent Commencement Date (as defined in the Lease) and expiring sixty-five (65) years thereafter, subject to two (2) options to extend for ten (1 0) years each. 3. Reference is made to a Grant Deed in favor of the Carlsbad Municipal Water District recorded on July 27, 1962 in the Official Records of the San Diego County Recorder's Office as Document No. 127706 and the fact that under such grant deed the Carlsbad Municipal Water District may have certain rights over the portions of the Premises not owned by it. On behalf of the Carlsbad Municipal Water District, Landlord agrees that so long as the Lease is in effect, such rights will not be exercised by Carlsbad Municipal Water District or by Landlord on behalf of the Carlsbad Municipal Water District in any way in so far as the Premises is concerned and nothing contained in such grant deed shall prohibit or interfere with the use or development of the Premises in accordance with the terms of the Lease. 4. Other terms and conditions pertaining to the Lease are set forth in the Lease, all of which are incorporated into this Memorandum by this reference. If there is any inconsistency DOCS 121163-000001/2739674.2 -2- 4844-6809-5805.3 between the terms and conditions of the Lease and the terms and conditions of this Memorandum, the terms and conditions of the Lease shall control. [Signature page follows; Balance of page intentionally left blank.] DOCS 121163-00000112739674.2 -3- 4844-6809-5805.3 LANDLORD: THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District By: ______________________________ __ Name: Title: Attest: ------------------------------ ------------------------------- Barbara Engelson, City Clerk (Seal) Approved as to form and legality: Celia Brewer, City Attorney TENANT: DOCS 121163-000001/2739674.2 4844-6809-5805.3 GRAND PACIFIC CARLSBAD HOTEL, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Hotel, Inc., a Delaware corporation, its General Partner By: Timothy J. Stripe, Co-President By: ____ ~------------- David S. Brown, Co-President -4- JOINDER This Joinder is attached to and shall form a part of that certain Memorandum of Lease dated as of December_, 2016 ("Memorandum of Lease"), by and between The Carlsbad Public Financing Authority, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District, as "Landlord," and Grand Pacific Carlsbad Hotel, L.P., a Delaware limited partnership, as "Tenant." This Joinder shall be deemed effective as of the date of the Memorandum of Lease. For good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned each hereby ratify, join in and agree to be bound by the Memorandum of Lease, and agree that all of their respective ownership interests in the property that is the subject of the Memorandum of Lease are covered by and subject to the Memorandum of Lease. Approved as to form and legality: Celia Brewer, City Attorney Approved as to form and legality: Celia Brewer, City Attorney DOCS 121163-00000112739674.2 4844-6809-5805.3 City: The City of Carlsbad, a California municipal corporation By: __________ _ Name: __________ _ Its: ___________ _ Attest: __________ _ Barbara Engelson, City Clerk Water District: The Carlsbad Municipal Water District, a California municipal water district By: ___________ _ Name: --------------Its: ________________________ _ Attest: ___________ _ Barbara Engelson, City Clerk -5- A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) ) On ____________ , before me, ______________ _ (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________ _ (Seal) DOCS 121163-000001/2739674.2 -6- 4844-6809-5805.3 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) ) On ____________ , before me,--------------- (insert name and title of the officer) Notary Public, personally appeared---------------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________ _ (Seal) DOCS 121163-000001/2739674.2 -7- 4844-6809-5805.3 EXHIBIT A TO EXHIBIT C LEGAL DESCRIPTION PARCEL A OF THAT CERTAIN CERTIFICATE OF COMPLIANCE FOR ADJUSTMENT PLAT (ADJ 16-08) RECORDED DECEMBER , 2016, AS DOCUMENT NO. 2016-OF OFFICIAL RECORDS OF SAN DIEGO COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THOSE PORTIONS OF LOTS F AND H OF RANCHO AGUA HEDIONDA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 16, 1896 AND A PORTION OF LOT 9 OF CITY OF CARLSBAD CT 09-03, ACCORDING TO MAP THEREOF NO. 15902, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 4, 2013, BOTH IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF THE SAID LOT 9; THENCE ALONG THE WESTERLY LINE OF SAID LOT 9, NORTH 00°04'15" EAST, A DISTANCE OF 110.04 FEET TO SOUTHEAST CORNER OF SAID LOT F, THE NEXT THREE (3) COURSES BEING ALONG THE BOUNDARY LINES OF SAID LOT F; THENCE NORTH 89°55'45" WEST, A DISTANCE OF 120.00 FEET TO THE SOUTHWEST CORNER OF SAIDLOTF; THENCE NORTH 00°04'15" EAST, A DISTANCE OF 160.00 FEET TO THE NORTHWEST CORNER OF SAID LOTF; THENCE SOUTH 89°55'45" EAST, A DISTANCE OF 120.00 FEET TO THE NORTHEAST CORNER OF SAID LOT F, SAID POINT ALSO BEING ON THE WESTERLY LINE OF SAID LOT 9; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT 9, NORTH 00°04'15" EAST, A DISTANCE OF 181.30 FEET TO THE NORTHWEST CORNER; THENCE LEAVING SAID NORTHWEST CORNER AND ALONG THE NORTHERLY LINE OF SAID LOT 9, NORTH 79°29'29" EAST, A DISTANCE OF 122.80 FEET; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 12°39'48" WEST, A DISTANCE OF 195.66 FEET; THENCE SOUTH 44°59'43" EAST, A DISTANCE OF 135.72 FEET; THENCE SOUTH 45°00'17" WEST, A DISTANCE OF 134.38 FEET; THENCE SOUTH 00°00'17" WEST, A DISTANCE OF 65.23 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 9; THENCE WESTERLY ALONG SAID SOUTHERLY LINE, SOUTH 71°27'08" WEST, A DISTANCE OF 83.68 FEET TO THE POINT OF BEGINNING. DOCS 121163- 000001/2739674.2 4844-6809-5805.3 EXHIBIT A TO EXHIBIT C -1- --------------------------------------------------------- AGREEMENT RE HANDLING OF QUITCLAIM DEED THIS AGREEMENT RE HANDLING OF QIDTCLAIM DEED (this, "Agreement") is made and entered into as ofthisd!!aay of Jli.tuA.A.f"}t , 2015(the "Effective Date"), by and between the THE CARLSBAD PUBLIC FINA CING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District ("CPFA"), and GRAND PACIFIC CARLSBAD LOT 9, L.P ., a Delaware limited partnership ("Optionee"). WITNESSETH: WHEREAS, Optionee and CPF A have entered into that certain Option to Lease Agreement dated J~nu.a.r:y I~' 201·5 ~the "Option Agreement") and, in connection therewith, that certain Memorandum of Option Agreement, a copy of which is attached hereto as Exhibit No. 1 (the "Memorandum") and Optionee has executed and delivered to CPF A that certain Quitclaim Deed, a copy of which is attached hereto as Exhibit No.2 (the "Deed"). NOW, THEREFORE, in consideration of the performance and observance of the terms, covenants and conditions hereafter set forth, the parties hereto mutually agree as follows: 1. Optionee may cause the Memorandum to be recorded in the Official Records of the San Diego County Recorder's Office. Optionee shall be responsible for all recording fees and any documentary transfer taxes imposed in connection with recordation of the Memorandum. If the Option Agreement is terminated or expires without being properly exercised by Optionee in accordance with the terms of the Option Agreement, CPF A may cause the Deed to be recorded. If the option under the Option Agreement is properly exercised by Optionee in accordance with the terms of the Option Agreement, promptly thereafter CPFA shall return the Deed to Optionee marked "cancelled". CPFA agrees that the Deed will be used for no other purpose than as set forth above. 2. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California. 3. For convenience, CPFA and Optionee may execute this Agreement on separate counterpart pages, which when attached to this Agreement shall constitute one fully- executed complete original Agreement. 4. In the event of any dispute between the parties hereto involving the covenants or conditions contained in this Agreement or arising out of the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, including (without limitation) attorneys' fees (including for work performed by in-house attorneys) and costs. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year first above written. 7 CPFA: Approved as'to form and legality: Celia Brewer ;City Attorney OPTIONEE: THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District By: '2v;a#NJ Nrune: ---------------------------- Title: ------------------------ GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Lot 9, Inc., a Delaware corporation, its General Partner By: DavidS. Bro~, Co-President By: CPFA: Approved as to form and legality: {_~~--<----Celia Brewe , ity Attorney OPTIONEE: T CARLSBAD PUBLIC FINANCING AU HORITY, a join owers authority formed by the City of Carlsba and the Carlsbad Municipal Water By: ___ -1------------ Name: ----~---------------------- Title: -------4.------------------- Attest: Barbara Engelson, City Clerk (Seal) GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Lot 9, Inc., a Delaware corp~ion, its General Partner By: _j))p}~ DavidS. Brown, Co-President By: Timothy J. Stripe, Co-President q --------------------·-···---·------------------------ EXHIBIT No. 1 Memorandum of Option Agreement [See attached] 10 - ------------------------------------------~---------------- Recording Requested By When Recorded Mail To: Grand Pacific Carlsbad Lot 9, L.P., 5900 Pasteur Court, Suite 200 Carlsbad, CA 92008 Attn: Timothy J. Stripe, Co-President ABOVE SPACE FOR RECORDER'S USE ONLY MEMORANDUM OF OPTION TO LEASE AGREEMENT THIS MEMORANDUM OF OPTION TO LEASE AGREEMENT ("Agreement") is made as of tc..nu.a.r , 201~ between THE CARLSBAD PUBLIC FINANCING AUTHORITY, a oint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District ("CPFA"), and GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership ("Optionee"), with respect to the following recitals: A. The City of Carlsbad and the Carlsbad Municipal Water District are the owners of certain real property located in the City of Carlsbad, County of San Diego, State of California, as more particularly described on Exhibit "A" attached hereto (the "Real Property"). B. The City of Carlsbad and the Carlsbad Municipal Water District are member agencies of Optionor. Optionor was created on April 18, 2000 to provide for the financing of public capital improvements for the member agencies including the long term leasing of excess or underutilized properties owned by the member agencies and for other purposes as permitted under the Joint Powers Law as agreed to by the member agencies. C. CPF A and Optionee have entered into that certain unrecorded Option To Lease Agreement dated as of December_, 2014 (the "Option Agreement"), pursuant to which CPFA agreed to lease to Optionee, and Optionee agreed to lease from CPFA, the Real Property, in accordance with the terms and conditions contained in the Option Agreement. Capitalized terms used and not otherwise defined in this Agreement are used as defmed in the Option Agreement. Now, therefore, for and in consideration of the mutual covenants and agreements contained in this Agreement and the Option Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by CPF A, Optionee and CPF A hereby agree as follows: 1. Option To Lease. Subject to the terms and conditions set forth in the Option Agreement, CPF A hereby grants Optionee an option to lease the Real Property, which lease shall be in accordance with the covenants and conditions set forth in the lease attached as Exhibit No. "1" to the Option Agreement. 2. No Amendment to Option Agreement. This Agreement is solely to put third parties on notice of Optionee's right to lease the Real Property from CPF A as provided herein and nothing contained in this Agreement shall, or shall be deemed to, modify or amend the Option Agreement in any respect. In the event of any conflict between the provisions of the Option Agreement and the provisions of this Agreement, as between Optionee and CPF A the provisions of the Option Agreement shall prevail. 3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. [Signature page follows. Balance of this page intentionally left blank.] In Witness Whereof, the parties have executed this Agreement as of the day and year first above written. CPFA: Approved as to form and legality: OPTIONEE: THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District By:_-----4:-::M~~~___,W!'------ Name: ----------------------------- Title: ---------------- Attest: Barbara Engelson, Ci (Seal) GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Lot 9, Inc., a Delaware corporation, its General Partner By: By: In Witness Whereof, the parties have executed this Agreement as of the day and year first above written. CPFA: Approved as to form and legality: OPTIONEE: E CARLSBAD PUBLIC FINANCING AU ORITY, a join owers authority formed by the City of Carlsba d the Carlsbad Municipal Water District By:. ______ ~~-------------------- Name: ------~-------------------- Title: ---------+------------------- Attest: Barbara Engelson, Cit Clerk (Seal) GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Timothy J. Stripe, Co-President --------------------~---------------------------------~----------------------·--~-------~-- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of SA Vl 1?\CjO ) , . . . on \tA_M., 151"2-Dl'S before me, Mor~O'L fV1A, N0\1cY!4 :P~C.., IT Date ~~ ','J !L JL, II --.Jtere ln~me and Title otlhe Officer personally appeared ---~r-¥-~L"",1-t---lU...-+---ID&f____u.Ll-!.-'-------------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(S,}, whose name~ is/at=e- subscribed to the within instrument and acknowledged to me that he/efte/tl1ey executed the same in hislher/tfleir-authorized capacity(l98), and that by his!her/theirsignature(s) on the instrument the person(&), or the entity upon behalf of which the person(sTacted, executed the instrument. MORGEN FRY Commission# 2091497 Notary Public • California San Diego County Comm. Ex rea Dec 24 2018 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. -----------------------------OPTIONAL---------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: _______ _ Number of Pages: Signer(s) Other Than Named Above: ------------ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name:----------'---- 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): _____ _ 0 Partner - 0 Limited 0 General 0 Partner -D Limited 0 General 0 Individual D Attorney in Fact D Individual D Attorney in Fact 0 Trustee 0 Guardian or Conservator D Trustee 0 Guardian or Conservator 0 Other:--------------D Other: -------------- Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationaiNotary.org ·1-800-US NOTARY (1-800-876-6827) Item #5907 State of California County of San Diego ) ) ) Acknowledgement On December 3. 2014, before me, Diane Marie Proulx, Notary Public, personally appeared Timothy ]. Stripe, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/-Me subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityffes7, and that by his/he£/their signature-EsJ on the instrument the personfs?-, or the entity upon behalf of which the personfs?-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature--~--'~~~~=======----(Seal) State of California County of San Diego ) ) ) Acknowledgement On December 3. 2014, before me, Diane Marie Proulx, Notary Public, personally appeared DavidS. Brown, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is-hre subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/ha:/thcir authorized capacityfiesJ, and that by his/her/their signaturefs7 on the instrument the personf-51, or the entity upon behalf of which the personf-51 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WI1NESS my hand and official seal. s;gnature ~---(Seal) DIANE MARIE PROULX • commission # 2070722 z i Notary Public -California ~ ···· San Diego County ~ i. 4 4 , * oMl t02'T· ZXf1~ i~n Z./~1 t EXHIBIT "A" LEGAL DESCRIPTION OF REAL PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: APN 211-023-07 (PORTION) THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY OF RECORDER OF SAN DIEGO NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT POINT 9 OF LOT 1'F'' AS SHOWN ON SAID PARTITION MAP NO. 823, SAID POINT 9 BEING A POINT IN THE EASTERLY BOUNDARY COURSES OF SAID LOT "H" CONNECTING POINTS 13 OF LOT "G" AND POINT 8 OF LOT "F" AS SHOWN ON SAID MAP NO. 823; THENCE NORTH 0°07'28" EAST ALONG THE SAID EASTERLY BOUNDARY COURSE OF SAID LOT 11H" 110.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 0°07'28" EAST ALONG SAID EASTERLY BOUNDARY COURSE 160.00 FEET; THENCE LEAVING SAID BOUNDARY COURSE NORTH 89°52'32" WEST 120.00 FEET; THENCE SOUTH 00°07'28" WEST 160.00 FEET; THENCE SOUTH 89°52'32'' EAST 120.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: APN 211-023-07 (PORTION) THAT PORTION OF LOT "F" OF RANCHO AGUA HEDIONDA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO, NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 9 OF SAID LOT 11F" AS SHOWN ON SAID PARTITION MAP NO. 823; THENCE ALONG THE BOUNDARY COURSE CONNECTING POINTS 8 AND 9 OF SAID LOT "F" NORTH 00°07'28" EAST (RECORD NORTH 0°31'16" WEST, RECORD OF SURVEY 5715) 167.78 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°07'28" EAST ALONG SAID BOUNDARY COURSE 67.25 FEET TO A POINT ON A 58 FOOT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE THROUGH SAID POINT BEARING SOUTH 54°41'40" WEST; THENCE FROM SAID POINT SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY ALONG SAID CURVE 71.73 FEET THROUGH AN ANGLE OF 70°51'37' TO THE TRUE POINT OF BEGINNING. PARCEL 3: APN 212-271-02 LOT 9 OF CITY OF CARLSBAD CT 09-03, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15902, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 4, 2013. 4828-7939-8176, v. 1 ---------------------------------------------------~--~-----------------·-~-~--------· EXHIBIT "A" -1- QUITCLAIM DEED RECORDATION REQUESTED BY AND WHEN RECORDED RETURN TO: The Carlsbad Public Financing Authority 1200 Carlsbad Village Dr. Carlsbad, CA 93008 Attn: City Manager (Space above this line for Recorder's use) GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership ("Grantor"), for and in consideration ofthe sum ofTEN AND N0/100 DOLLARS ($10.00), and other good and valuable consideration, paid by THE CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District ("Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has RELEASED, REMISED AND FOREVER QUITCLAIMED, and by these presents does hereby RELEASE, REMISE AND FOREVER QUITCLAIM, unto Grantee all of Grantor's right, title and interest, if any, in and to those certain tracts of land situated in the City of Carlsbad, Count of San Diego, California, and being more particularly described in Exhibit "A" attached hereto and incorporated herein by reference for all purposes (the "Property"). TO HAVE AND TO HOLD, the Property, unto Grantee, and Grantees' successors and assigns, forever so that neither Grantor, or Grantor's successors and assigns, nor any other person claiming by, through or under Grantor, shall at any time hereafter have, claim or demand, any right, title or interest in and to the Property or any part thereof. EXECUTED effective as ofthe3rd day of I), -fQ..m ~ , 20J.i.. GRANTOR: GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Lot 9, Inc., a Delaware corporation, its General Partner By: By: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) a Notary Public, personally appeared , who proved to me on the basis of satisfactory evide t e the person(s) whose name(s) is/are subscribed to the within instrument and ackn to me that he/she/they executed the same in his/her/their authorized capacity(ies) by his/her/their signature on the instrument, the person( s ), or the entity upo behalf o the person( s) acted, executed the instrument. e ENALTY OF PERJURY under the laws of the State of California that aph is true and correct. WI SS my hand and official seal. Notary Public 4835-6700-1888.1 12/3/2014 State of California County of San Diego ) ) ) Acknowledgement On December 3. 2014, before me, Diane Marie Proulx, Notary Public, personally appeared DavidS. Brown, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is-Atre subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/theit-authorized capacity-Efes7, and that by his/her/theit-signatureEsJ on the instrument the personfsJ, or the entity upon behalf of which the personfsJ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (Seal) EXECUTED effective as ofthe.Yd day of ~ b.vt. , 20Jj_. GRANTOR: GRAND PACIFIC CARLSBAD LOT 9, L.P., a Delaware limited partnership By: Grand Pacific Carlsbad Lot 9, Inc., a Delaware corporation~ its General Partner By: _Dfi-:,J~ DavidS. Brown, Co-President By: Timothy J. Stripe, Co-President A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On --------------------a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be rson(s) whose name(s) is/are subscribed to the within instrument and acknowledged o at he/she/they executed the same in his/her/their authorized capacity(ies), and that b · er/their signature on the instrument, the person(s), or the entity upon behalf of which th son( s) acted, executed the instrument. I certify under OF PERJURY under the laws of the State of California that the foregoing paragrap Notary Public 4835-6700-1888.1 12/3/2014 37 State of California County of San Diego ) ) ) Acknowledgement On December 3. 2014, before me, Diane Marie Proulx, Notary Public, personally appeared Timothy ]. Stripe, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/Me subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/he£/theif authorized capacity~, and that by his/he£/theif signaturefs7 on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENAL1Y OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WI1NESS s ,.,u, Signature-~-~-~:=--'+-----;-'----=~-----(Seal) EXHIBIT "A" TO QUITCLAIM DEED PROPERTY DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNlY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: APN 211-023-07 (PORTION) THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE COUNlY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNlY OF RECORDER OF SAN DIEGO NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT POINT 9 OF LOT "F" AS SHOWN ON SAID PARTITION MAP NO. 823, SAID POINT 9 BEING A POINT IN THE EASTERLY BOUNDARY COURSES OF SAID LOT "H" CONNECTING POINTS 13 OF LOT "G" AND POINT 8 OF LOT "F" AS SHOWN ON SAID MAP NO. 823; THENCE NORTH 0°07'28" EAST ALONG THE SAID EASTERLY BOUNDARY COURSE OF SAID LOT "H" 110.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 0°07'28" EAST ALONG SAID EASTERLY BOUNDARY COURSE 160.00 FEET; THENCE LEAVING SAID BOUNDARY COURSE NORTH 89°52'32" WEST 120.00 FEET; THENCE SOUTH 00°07'28" WEST 160.00 FEET; THENCE SOUTH 89°52'32" EAST 120.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: APN 211-023-07 (PORTION) THAT PORTION OF LOT "F" OF RANCHO AGUA HEDIONDA, IN THE COUNlY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP NO. 823, FILED IN THE OFFICE OF THE COUNlY RECORDER OF SAN DIEGO, NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 9 OF SAID LOT "F" AS SHOWN ON SAID PARTITION MAP NO. 823; THENCE ALONG THE BOUNDARY COURSE CONNECTING POINTS 8 AND 9 OF SAID LOT "F" NORTH 00°07'28" EAST (RECORD NORTH 0°31'16" WEST, RECORD OF SURVEY 5715) 167.78 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°07'28" EAST ALONG SAID BOUNDARY COURSE 67.25 FEET TO A POINT ON A 58 FOOT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE THROUGH SAID POINT BEARING SOUTH 54°41'40" WEST; THENCE FROM SAID POINT SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY ALONG SAID CURVE 71.73 FEET THROUGH AN ANGLE OF 70°51'37' TO THE TRUE POINT OF BEGINNING. PARCEL 3: APN 212-271-02 LOT 9 OF CllY OF CARLSBAD CT 09-03, IN THE CllY OF CARLSBAD, COUNlY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15902, FILED IN THE OFFICE OF THE COUNlY RECORDER OF SAN DIEGO COUNlY, MARCH 4, 2013 4835-6700-1888.1 12/3/2014 -3-Q 3, CERTIFICATION FOR ACCEPTANCE OF DEED This is to certify that the interest in real property conveyed by the Quitclaim Deed, dated December 3, 2014, from Grand Pacific Carlsbad Lot 9, L.P., a Delaware limited partnership, to the Carlsbad Public Financing Authority, a joint powers authority formed by the City of Carlsbad and the Carlsbad Municipal Water District is hereby accepted by the Carlsbad Public Financing Authority of the City of Carlsbad, California, pursuant to Resolution No. 67, adopted on January 13, 2015, and the grantee consents . to the recordation thereof by its duly authorized officer. DATED: January 16, 2015 {SEAL)