HomeMy WebLinkAbout1987-08-11; City Council; 9066-1; ACQUISITION OF LAS PALMAS BUILDINGMTG. 8/11/87
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CITY ACQUISITION OF LAS PALMAS BUILDING
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RECOMMENDED ACTION:
Adopt Resolution No. ?/By accepting the proposal of Security
Pacific Merchant Banking Group for the leaselpurchase of the Las
Palmas Building,
ITEM EXPLANATION:
On June 23, 1987, the City Council approved the acquisition of the
Community Development Building located at 2075 Las Palmas Drive. At
that time C0unci.L authorized the use of City funds to close escrow on
July 31, 1987 with the condition that the City Manager return as soon
as possible with a financing plan which would reimburse the City.
The Finance Director requested proposals from six firms capable of
providing lease/]?urchase financing or Certificates of Participation
for the City.
recommends that the City Council accept the leaselpurchase option
offered by Security Pacific Merchant Banking Group.
provides for a 113-year leaselpurchase agreement at 7.75% with semi-
annual payments (in arrears) of $116,589 for a total annual cost of
$233,177.
interest rate, net cost and present value of payments.
counsel opinion is required.
An analysis of all. proposals is shown in the exhibits to this
proposal.
Certificates of Participation were not recommended due to the costs of
issuance and the high annual debt service payments.
The action before the City Council will authorize theMayor to execute
a leaselpurchase agreement with Security Pacific Merchant Banking
Group and appropriate public facilities funds to pay the 1987-88 lease
payment.
FISCAL IMPACT:
The recommended leaselpurchase agreement covers a ten-year period wit1
be made from the public facilities fee fund as part of the civic
facilities needed to meet standards set by the Growth Management
Program e
Paying the annual lease payments from the public facilities fee fund
will free about $217,000 per year in the General Fund that may be usec
for other purposes, as well as $8,800 in the Water Fund and $8,800 in
the Sanitation Fund.
Based on the analysis of these proposals, staff
This proposal
The Security Pacific proposal has no fees, points or legal
fees associated with it, Their proposal also provides the lowest
No bond
aruual payments of $233 f 177 paid semi-annually. These payments will
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A.B. No. 706 6- "1
The obligation of PFF funds to this acquisition will reduce the am
of funding available for other projects supported by the PFF.
specific list of projects will be delayed or eliminated because of
this purchase.
The interest rate proposed by Security Pacific may be adjusted up
down slightly based on changes in the market (20 G.O. Bond Index).
The interest rate of 7.75% is fixed through 7/31/87.
approves this agreement on 8/11/87, some minor adjustment will be
necessary.
annual payments.
EXHIBITS :
1.
2.
3. Resolution No. 91t 7 accepting the Security Pacific
No
If Council
This will marginally increase or decrease the City's
Analysis of Las Palmas financing proposals.
Proposal submitted by Security Pacific Merchant Banking Grot
Merchant Banking Group proposal.
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1. 1 1) SECCRiTY pACIF!C e
MERCHANT BANKING
GROUP
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Flaza, 300 South Cra:.,d J I. La
July 17, 1987
VIA FEDERAL EXPRESS
Mr. James F. Elliott Finance Director City of Carlsbad 1200 Elm Avenue Carl sbad, Cal i forni a 92008- 1989
Dear Mr. Elliott:
Pursuant to your request, the Public Finance Department of Security Paci fi c Merchant Bank (I'SPMB") i s pl eased to present the encl osed proposal for the City's lease purchase financing of the office building and property.
The proposal outlined in Exhibit I is subject to completion of mutually acceptable documentation, a review of the City's audited financial statements for the past three years, and the City's current operating budget.
SPMB has had extensive experience working with various municipal it i es and
public agencies. Our documentation is standard and has been used in numerous transactions. We have enclosed a copy for your review and we would For your reference, we have enclosed literature which outlines our lease purchase financing program and which highlights recent financings completed by our firm in Southern California.
The enclosed financing assumes that the District will not be able to designate this financing as a "qualified tax-exempt obligation" since the City anticipates to issue more than $ 10 million in tax-exempt obligations in the current calendar year. Please let us know if this assumption should be changed.
We understand that the City is considering a project for its Redevelopment Agency. Our Pub1 ic Finance Department would welcome the opportunity to assist the City in structuring the transaction. Malcolm Jones, Vice President in our Public Finance Department, will contact you shortly to
be most willing to discuss any concerns that the City may have.
further discuss this financing.
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, Mr. James F. Elliott July 17, 1987 Page Two
We welcome the opportunity to discuss the enclosed proposal in more
questions or if we can be of further assistance. In the interim, please feel free to call either Doug Auslander, Vice President in our Municipal Lease Division, at (213) 229-1425, or me at 229-1423.
Si ncerel y ,
detail, and we will contact you within a week to see if you have any
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Kathryn E. Redinger Associate
KER: cap Enclosures cc: Malcolm Jones
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I e 0 EXHIBIT I '.
CITY OF CARLSBAD OFFICE BUILDING FINANCING PROPOSAL
Financing Structure: $1,602,160
Term: Ten (10) Years
Payment Frequency: Semi -Annual in Arrea
Lease Interest Rate: 7.75%
Semi-Annual Payments: $1 16,589
20 G.O. Bond Index(A) 7.66% as of 7/16/87
This alternative assumes the City will finance the office building by July 1987. If the financing is not completed by this date, we would index the 11 interest rate quoted above based on the 20 G.O. Bond Index beginning with
through August 14, 1987. If the financing is not completed by August 14, 1' we would need to re-evaluate the terms based on the then current ma conditions.
7/16/87 rate, Additionally, our terms for indexing the proposal are v
EXAMPLE
The following example assumes the City would require funding August 7, 1' and would thus use the G.O. Bond Index rate in effect on that datl calculate the lease rate. f') For purposes of this example only, we 1 assumed a 7.78% 20 G.O. Bond Index.
20 G.O. Bond Index: 7.66% as of 7/16/
20 G.O. Bond Index: 7.78% as of 8/07/
Percentage Increase: 1.6%
Lease Interest Rate: 7.75%
20 G.O. Bond Index Percentage Increase: 1.6%
Lease rate effectzye with 8/07/87 funding: 7.88%
(A) The 20 G.O. Bond Index is calculated and reported weekly in the Bond Buj an industry wide publication of general distribution, and is based ( pool of 20 general obligations municipal bonds, which we would be will to make available to you.
(B) The actual 20 G.O. Bond Index used would be based on the Index in effecl the date of funding.
(C) Please note that the proposal has a lease interest rate floor of 7.75% a ceiling of 8.00% through August 14, 1987.
s.
I
I 4 6 LEASE PURCHASE FINANCING
InCroducti on
Lease purchase financing is a financing technique utilized by sta counties, cities, water districts, fire districts, school districts, and o special districts for the acquisition of capital equipment and for real es improvement projects. A tax-exempt lease structured as a private placemen especially attractive for issuers who have financing needs between $50,000
$1,500,000.
Structure
A tax-exempt lease purchase is generally financed over a 2-7 year per Payments can be tailored to meet the cash flow needs of the issuer. Alth many public agencies prefer to make lease payments on a semi-annual ba! issuers preferring a monthly, quarterly, or annual payment mode can
accomodated.
costs
Typically the cost of a lease purchase is limited to the interest municipality In comparison to a public offerin! lease purchase does not include the traditional costs of a public offe, (i .e. issuance and rating agency fees, bond counsel fees, and underwriti discount). Our experience indicates that leases in the $50,000-$1,500 range are generally less expensive for the issuer when structured as pri placements rather than public offerings.
Timing
the date of the request for financing.
pays on the borrowed funds.
A lease purchase is usually completed within a thirty (30) day period .
Credit Worthiness
Security Pacific Merchant Bank will review the agency’s last three year! audited financial statements and current budget, as well as the agenc outstanding general obligation rating with Moody’s Investors Service an( Standard & Poor’s Corporation. For issuers that do not have an outstanc debt rating, Security Pacific focuses on the financial conditions administrative policies of the agency in addition to the socio-econc conditions of the area. Upon approval of the agency’s financing request, structure and interest rate can be finalized.
Additional Information
If you have any questions or would like to receive a quote for a prop(
Security Pacific Merchant Bank 300 South Grand Avenue, HCPEll
financing, please contact:
Los Angel es, Cal i forni a 90071
Douglas K. Auslander, Vice President Kathryn E. Redinger, Associate Mary-Louise Quinn, Associate Kerri Johnson-Kidder, Associate
Attention:
213/229-1440
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CALIFORNIA ACCEPTING THE PROPOSAL OF SECURITY PACIFIC
MERCHANT BANKING GROUP FOR THE LEASE PURCHASE OF THE BUILD1
LOCATED AT 2075 US PALMAS DRIVE, CARLSBAD, CALIFORNIA, AND
APPROPRIATING FUNDS FOR 1987-88 LEASE PAYMENTS.
WHEREAS, the City Council has previously authorized the purchase
of the building located at 2075 Las Palmas Drive, Carlsbad, Californi
I and
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acquisition of this property, and
WHEREAS, proposals from six qualified financial institutions hav
been received and analyzed by City staff, and
I WHEREAS, the proposal of Security Pacific Merchant Banking Group '
provides the most advantageous combination of interest rates, terms ai
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need exists for the acquisition of the property located at 2075 Las
Palmas Drive, Carlsbad, California, and 1 I
I WHEREAS, the City Council has taken the necessary steps under I
applicable law to arrange for the acquisition of the property. ' NOW, THEREFORE, BE IT RESOLVED by the City Council of the City oj
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24 1. That the terms of said Municipal Lease and Option Agreement
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are in the best interests of the City for the acquisition of such
property.
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2’ 2. That the Mayor is hereby authorized to execute the attached
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are authorized to sign and execute Exhibits A through G attached to tl
Municipal Lease Agreement and the City Clerk is hereby authorized to
attest to said documents.
3. That the City Manager is hereby authorized to approve any
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I ’ 4. That the amount of $125,000 is hereby appropriated from the I Public Facilities Fee Unappropriated Fund balance to Account Number
1 320-840-1810-3266 for the 1987-88 lease payments.
I 1 i Council of the City of Carlsbad held on the llthday of
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
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August ,
1987, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, and Mamaux
NOES: None I
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l ABSENT: Council Members Pet Larson
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(SEAL 1
mgreement NO. 2024 0 I.
MUNICIPAL LEASE AND OPTION AGREEMENT
Lessor: Security Pacific Merchant Bank 300 South Grand Avenue, HCP211 Los Angeles, California 90071
Lessee: City of Carlsbad 1200 Elm Avenue Carl s bad, California 92008 - 1989
This Municipal Lease and Option Agreement (the "Agreement") entered i between Security Pacific Merchant Bank, a Division of Security Paci National Bank, a national banking association ("Lessor"), and City Carlsbad ("Lessee"), a body corporate and politic duly organized and exist under the laws of the State of California ("State");
WITNESSETH:
WHEREAS, Lessor desires to lease the Property, as hereinafter defined, Lessee, and Lessee desires to lease the Property from Lessor, subjdct to terms and conditions of and for the purposes set forth in this Agreement; i
WHEREAS, Lessee is authorized under the Constitution and laws of State to enter into this Agreement for the purposes set forth herein
NOW, THEREFORE, for and in consideration of the premises hereinafi contained, the parties hereby agree as follows:
ARTICLE I
COVENANTS OF LESSEE
Lessee represents, covenants and warrants, for the benefit of Lessor a its assignees, as follows:
(a) Lessee is a public body, duly organized and existing under t Constitution and laws of the State.
(b) Lessee will do or cause to be done all things necessary to preser and keep in full force and effect its existence as a body corporate al politic.
(c) Lessee is authorized under the Constitution and laws of the State enter into this Agreement and the transaction contemplated hereby, and perform all of its obligations hereunder.
(d) Lessee has been duly authorized to execute and deliver th Agreement under the terms and provisions of the resolution of its governir
body, attached hereto as Exhibit A, or by other appropriate officiI
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cjreenient 110. 2221
approval, and further represents and warrants that all requirements have ,met, and procedures have occurred in order to ensure the enforceabilit this Agreement, and Lessee has complied with such public bidding requirern
as may be applicable to this Agreement and the acquisition by Lessee of Property acquired hereunder. Lessee shall cause to be executed an opinio its counsel substantially in the form attached hereto as Exhibit 5.
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(e) During the term of this Agreement, the Property will be usec Lessee only for the purpose of performing one or more governmenta' proprietary functions of Lessee consistent with the permissible scopt Lessee's authority and will not be used in a trade or business of any per or entity other than the Lessee.
(f) During the period this Agreement is in force, Lessee will annu; provide Lessor with current financial statements, budgets, proof appropriation for the ensuing fiscal year and such other finan, iflforfldtion relating to the ability of Lessee to continue this Agreement may be reasonably requested by Lessor or its assignee.
(4) The Property will have a useful life in the hands of the Lessee t is substantially in excess of the Lease Term.
(h) Lessee has, by resolution, designated the lease obligat contemplated by this Agreement as a "qualified tax-exempt obligation", such term is used in Section 265(b)(3) of the Internal Revenue Code.
(i) Lessee will not take any action which, if taken, or omit to take ; action which, if omitted, would adversely affect the exemption of i interest component of the Rental Payments (shown in Exhibit E) from Fede income taxation or from taxation under the laws of the State of Californ
ARTICLE I1
DEFINITIONS
The following terms will have meanings indicated below unless the conte clearly requires otherwise:
"Agreement" means this Municipal Lease and Option Agreement, incl udi the Exhibits attached hereto, as the same may be supplemented or amended fr, time to time in accordance with the terms hereof.
"Certificate of Acceptance" means the Certificate of Acceptance attach1 hereto as Exhibit F, whereby Lessee acknowledges acceptance of the Propert
"Commencement Date" is the date when the term of the Agreement begins ai Lessee's obligation to pay rent accrues, which date shall be the date c which the Property is accepted by Lessee as indicated on the Certificate ( Acceptance.
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mAgreement NO. 2023 0 3.
"Lease Term" means the term specified in this Agreement under Articlc
"Lessee" means the entity which is described in the first paragrap this Agreement and which is leasing the Property from Lessor under
provision of this Agreement.
"Lessor" means (i) Security Pacific Merchant Bank, a Division of Secu Pacific National Bank, a national banking association, acting as Le hereunder; (ii) any surviving, resulting or transferee corporation; and except where the context requires otherwise, any assignee(s) of Less
"Original Term" means the period from the Commencement Date until the of the fiscal year of Lessee in effect at the Commencement Date.
"Property" means the property described in Exhibit D and which is subject of this Agreement.
"Purchase Price" means the amount which Lessee may, in its discret pay to Lessor in order to purchase the Property, as set forth in Exhibi hereto.
"Renewal Terms" means the automatic renewal terms of this Aw'eement provided for in Article IV of this Agreement, each having a duration of year and a term co-extensive with the Lessee's fiscal year, except the 1 of such automatic renewal terms which shall end on the due date of the 1 Rental Payment set forth in Exhibit E to this Agreement.
"Rental Payments" means the rental payments payable by Lessee pursuanl the provisions of this Agreement during the Lease Term, Payable
consideration of the right of Lessee to use the Property during the t current Original or Renewal Term. Rental Payments shall be payable by Les to the Lessor or its assignee in the amounts and at the times during Lease Term, as set forth in Exhibit E of this Agreement.
purchased or is purchasing the Property. "Vendor" means the dealer or agent of manufacturer from whom Les
ARTICLE 111
TAX COVENANTS
Tax Covenants. The Lessee will not make or direct any use of t proceeds of the obligation provided herein or any other funds of the Les: which will cause such obligation to be an "arbitrage bond" within the meani of Section 148 of the Internal Revenue Code of 1986, as amended (herein 1 lICodelt), to be "federally guaranteed" within the meaning of Section 149(b) the Code, or to be a "private activity bond" within the meaning of Secti 141(a) of the Code. To that end, so long as any rental payments are unpa' the Lessee, with respect to such proceeds and such other funds, will comp
with all requirements of such Code sections and all regulations of the Unit States Department of the Treasury issued thereunder to the extent that su requirements are, at the time, applicable and in effect. The Lessee will n use or permit the use of the Property by any person for a "private busine use" within the meaning of Section 141(b) of the Code in such manner or such extent as would result in the inclusion of interest received hereund in gross income for federal income tax purposes under Section 103 of t Code.
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mgreernent NO. 2024
The Lessor and the Lessee shall at all times do and perform all acts
’ things permitted by law which are necessary or desirable in order to as that the interest component of the Rental payment will not be include
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gross income for federal income tax purposes.
ARTICLE IV
LEASE TERM
Section 4.01. Lease of ProDerty. Lessor hereby demises, leases and to Lessee, and Lessee rents, leases and hires from Lessor, the Property accordance with the provisions of this Agreement, to have and to hold for Lease Term.
Section 4.02. Commencement of Lease Term. The Original Term of . Agreement shall commence on the date of acceptance and shall terminate last day of Lessee’s current fiscal year. The Lease Term will automatically renewed at the end of the Original Term or any Renewal Term an additional one year, unless the Lessee gives written notice to Lessor less than 90 days prior to the end of the Original Term or Renewal Term t
in effect, or such greater notice as may be provided in ArtTitle VI, Lessee’s intention to terminate this Agreement at the end of the Origi Term or the then current Renewal Term upon payment Of the then appiic;
Purchase Price pursuant to Article XI or Article VI, as the case may be. terms and conditions during any Renewal Term shall be the same as the te and conditions during the Original Term, except that the Rental Payme shall be as provided in Exhibit E of this Agreement.
Section 4.03. Termination of Lease Term. The Lease Term will termin upon the earliest of any of the following events:
(a) the exercise by Lessee of the option to purchase the Prope granted under the provisions of Articles IX or XI of this Agreement;
(b) a default by Lessee and Lessor’s election to terminate t Agreement under Article XIII; or
(c) the payment by Lessee of all Rental Payments authorized or requi to be paid by Lessee hereunder.
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mgree-oent No. 2024
ARTICLE V
ENJOYMENT OF PROPERTY
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Lessor hereby covenants to provide Lessee during the Lease Term I quiet use and enjoyment of the Property, and Lessee shall during the LC Term peaceably and quietly have and hold and enjoy the Property, wit1 suit, trouble or hindrance from Lessor, except as expressly set forth in Agreement.
Lessor shall have the right at all reasonable times during business hc to enter into and upon the property of Lessee for the purpose of inspec the Property.
ARTICLE VI
RENTAL PAYMENTS
Section 6.01. Rental Payments to Constitute a Current ExDense Lessee. Lessor and Lessee understand and intend that the obligation Lessee to pay Rental Payments hereunder shall constitute a current.6xpense Lessee and shall not in any way be construed to be a debt of Lessee contravention of any applicable constitutional or statutory limitations requirements concerning the creation of indebtedness by Lessee, nor st anything contained herein constitute a pledge of the general tax reveni funds or moneys of Lessee.
Section 6.02. Payment of Rental Payments. The Lessee agrees to pay the Lessor, its successor or assigns, without deduction or offset of kind, as rental for the use of the Property, the following amounts at following times:
(a) Base Rental. The Lessee shall pay to the Lessor as a b rental (herein called the "Base Rental") annual rental payments w principal and interest components, paid semiannually, in accordance with Rental Payment Schedule attached hereto as Exhibit E and made a part here Each Base Rental payment shall be payable not less than ten (10) busini days preceding its due date. The interest components of the Base Ren payment shall be paid by the Lessee as and constitute interest paid on principal components of the Base Rental payments to be paid by the Les hereunder computed on the basis of a 360-day year composed of twelve 30-c months. Each annual payment of Base Rental (to be payable in t installments as aforesaid) shall be for the agreement of the Lessor acquire and install or cause to be made available for use by the Lessee 1 Property and, following completion of the provision of the Property, for 1 use of the Property for the twelve-month period commencing on of the year in which such rental is payable.
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m$greement NO. 2024 CI
(b) Additional Rental. The Lessee shall pay, as Additional Rei %hereunder in addition to the foregoing Base Rental, to the Lessor s amounts (herein called the "Additional Rental") in each year as shall required by the Lessor for the payment of any costs and expenses incurred the Lessor in connection with the execution, performance or enforcemen' this Lease, the ownership of the Property and the lease of the Propertj the Lessee, the use of the Property, including but not limited to payment all fees, costs and expenses and all administrative costs of the Lessor connection with the Property, expenses (including, without limitat- attorney's fees and disbursements), fees of auditors or attorneys, i nsura premiums not otherwise paid hereunder and all other necessary administrat costs of the Lessor or charges required to be paid by it in order to com with the terms of the Agreement. Lessee shall not be responsible
This shall include costs incured as a result of assignment or re-assignm of the lease, auditing in connection with Lessor's federal or state requirements or other expenses not assessable solely against the requirem of this agreement. Such Additional Rental shall be billed to the Lessee the Lessor from time to time, together with a statement certifying that amount so billed has been paid by the Lessor for one or more of the it€ above described, or that such amount is then payable by the Lessor for SL items. Amounts so billed shall be due and payable by the Lesiee wit' thirty (30) days after receipt of the bill by the Lessee.
Such payments of Base Rental and Additional Rental for each ren payment period during the term of this Lease shall constitute the to rental for such rental payment period, and shall be paid by the Lessee each rental payment period, following completion of the acquisitil installation and provision of the Property, for and in consideration of t
right to the use and the continued quiet enjoyment of the Property duri each such rental payment period for which such rental is paid. The part, hereto have agreed and determined that such total rental represents the f, rental value of the Property. In making such determination, considerati has been given to the costs of the acquisition, installation and provison the Property to be financed by the Lessor, other obligations of the parti under this Lease, the uses and purposes which may be served by the Proper and the benefits therefrom which will accrue to the Lessee and the gener public.
Each installment of rental payable hereunder shall be paid in lawl money of the United States of America to or upon the order of the Lessor 300 South Grand Avenue, HCP211, Los Angeles, California 90071. Any su installment of rental accruing hereunder, including the interest a principal components of the Base Rental, which shall not be paid when d shall bear interest at the rate of twelve per cent (12%) per annum from t date when the same is due hereunder until the same shall be pai Notwithstanding any dispute between the Lessee and the Lessor, the Less shall make all rental payments when due without deduction or offset of a kind and shall not withold any rental payments pending the final resoluti, of such dispute.
Section 6.03. Annual Budsets. The Lessee covenants to take such actir as may be necessary to include all such Rental Payments due hereunder in i annual budgets and to make the necessary annual appropriations for all sui Rental Payments. Lessee reasonably believes that legally avail able funds
Lessor's separate expenses associated with its management of this agreemc
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mAgreernent No. 2024
an amount sufficient to make all Rental Payments during the Original Term
‘ each of the Renewal Terms can be obtained. Commencing with fiscal 1988-89, the Lessee will furnish to the Lessor copies of each annual bu
of the Lessee within ten (10) days after the filing of the adopted bu
with the Board of Trustees of the Lessee. The covenants on the part of Lessee herein contained shall be deemed to be and shall be construed t duties imposed by law and it shall be the duty of each and every pu official of the Lessee to take such action and do such things as are requ by law in the performance of the official duty of such officials to en the Lessee to carry out and perform the agreements and covenants in Lease agreed to be carried out and performed by the Lessee.
Section 6.04. ADolication of Rental Payments. All Rental Payml received shall be applied first to the interest components of the Base Re due hereunder, then to the principal components of the Base Rental hereunder and thereafter to all Additional Rental due hereunder, but no 5 application of any payments which are less than the total rental due owing shall be deemed a waiver of any default hereunder.
Section 6.05. Nonsubstitution. The Lessee agrees that, until the enc the term of this Lease, it will not enter into any contract for acquisition of property or services which would displace the ‘P’roperl
e
ARTICLE VI1
TITLE TO PROPERTY; SECURITY INTEREST
Section 7.01. Title to the Property. During the term of this Agreemc title to the Property and any and all additions, repairs, replacements modifications shall vest in Lessee, subject to the rights of Lessor un this Agreement. In the event of default, as set forth under Article X: title to Property shall immediately vest in Lessor, and Lessee M reasonably surrender possession of the Property to Lessor.
Section 7.02. Security Interest. To secure the payment of all Lessee’s obligations under this Agreement, Lessee grants to Lessor addition to title to the Property, a security interest constituting a fi lien on the Property and on all additions, attachments, accessions i substitutions thereto, and on any proceeds therefrom. Lessee agrees execute such additional documents, including financing statements, mortgi waivers, affidavits, notices and similar instruments, in form satisfactory Lessor, which Lessor deems necessary or appropriate to establish and maint its security interest, and upon assignment, the security interest of d assignee of Lessor, in the Property.
ARTICLE VI11
MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES
Section 8.01. Maintenance of Property bv Lessee. Lessee agrees that all times during the Lease Term Lessee will, at Lessee’s own cost a expense, maintain, preserve and keep the Property in good repair, worki order and condition, and that Lessee will from time to time make or cause -7 -
mAgre,, OTent , ;io. 2521
be made all necessary and proper repairs, replacements and renewals. L?
L shall have no responsibility in any of these matters, or for the makin
improvements or additions to the Property.
Section 8.02. Taxes, Other Governmental Charqes and Utility Char
The parties to this Agreement contemplate that the Property will be used
a governmental or proprietary purpose of Lessee and, therefore, that Property will be exempt from all taxes presently assessed and levied \ respect to real property. In the event that the use, possession acquisition and construction of the Property is found to be subjec. taxation in any form (except for income taxes of Lessor), Lessee will during the Lease Term, as the same respectively come due, all taxes governmental charges of any kind whatsoever that may at any time be lawfL
assessed or levied against or with respect to the Property or other prop€ acquired by Lessee in substitution for, as a renewal or replacement of, c
modification, improvement or addition to the Property, as well as all I water, steam, electricity, heat, power, telephone, utility and other char incurred in the operation, maintenance, use, occupancy and upkeep of Property; provided that, with respect to any governmental charges that lawfully be paid in installments over a period of years, Lessee shall obligated to pay only such installments as have accrued during the time t Agreement is in effect.
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Section 8+03. Provisions Reqardinq Insurance. At its own expense Les
shall cause casualty, public liability and property damage insurance ( rental interruption insurance to be carried and maintained, or jh demonstrate to the satisfaction of Lessor that adequate self-insurance provided with respect to the Property, sufficient to protect the F Insurable Value (as that term is hereinafter defined) of the Property, and protect Lessor from liability in all events. All insurance proceeds fl casualty losses shall by payable as hereinafter provided in this Agreeme Lessee shall furnish to Lessor Certificates evidencing such cover; throughout the Lease Term. Alternatively, Lessee may insure the Propel under a blanket insurance policy or policies which cover not only ' Property but other properties. If Lessee shall insure similar properties self-insurance, Lessee will insure the Property by means of an adequ insurance fund set aside and maintained out of its earnings.
replacement value of the Property. The term "Full Insurable Value" as used herein shall mean the fi
Any insurance policy pursuant to this Section 8.03 shall be so written endorsed as to make losses, if any, payable to Lessee and Lessor as thc respective interests may appear. The Net Proceeds (as defined in Secti 9.01) of the insurance required in this Section 8.03 shall be applied provided in Article IX hereof. Each insurance policy provided for in tt- Section 8.03 shall contain a provision to the effect that the insuran company shall not cancel the policy or modify it materially and adversely the interest of Lessor without first giving written notice thereof to Less at least 10 days in advance of such cancellation.
Section 8.04. Advances. In the event Lessee shall fail to maintain t
full insurance coverage required by this Agreement or shall fail to keep t
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wgreeqent No. 2023
Property in operating condition, Lessor may (but shall be under no obliga
* to) purchase the required policies of insurance and pay the premiums on
same or may make such repairs or replacements as are necessary and pro for payment thereof; and all amounts so advanced therefor by Lessor s become additional rent, which amounts, together with interest thereon at rate of 12% per annum, Lessee agrees to pay.
m1
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS
Section 9.01. Damase, Destruction and Condemnation. Unless Lessee st have exercised its option to purchase the Property by making payment of Purchase Price as provided herein, if prior to the termination of the Le Term (a) the Property or any portion thereof is destroyed (in whole or
temporary use of, the Property or any part thereof or the estate of Lessee Lessor in the Property or any part thereof shall be taken under the exerc
of the power of eminent domain by any governmental body or by any pers firm or corporation acting under governmental authority, Lessee abd Les will cause the Net Proceeds of any insurance claim or condemnation award be applied to the prompt repair, restoration, modification or improvement the Property. Any balance of the Net Proceeds remaining after such work been completed shall be paid to Lessee.
For purposes of Section 8.03 and this Article IX, the term "Net Proceec shall mean the amount remaining from the gross proceeds of any insurai claim or condemnation award after deducting all expenses (includ. attorneys' fees) incurred in the collection of such claim or award.
Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds insufficient to pay in full the cost of any repair, restoration, modificat or improvement referred to in Section 9.01 hereof, Lessee shall either complete the work and pay any cost in excess of the amount of the 1 Proceeds, Lessee shall make any payments pursuant to the provisions of ti Section 9.02, Lessee shall not be entitled to any reimbursement therefor fr Lessor nor shall Lessee be entitled to any diminution of the amounts payal under Article VI hereof, or (b) if Lessee is not in default hereunder, Les: shall pay to Lessor the amount of the then applicable Purchase Price, a upon such payment, the Lease Term shall terminate and Lessor's title a security interest in the Property shall terminate as provided in Article of this Agreement. The amount of the Net Proceeds in excess of the th applicable Purchase Price, if any, may be retained by Lessee.
part) or is damaged by fire or other casualty or (b) title to, or
-9 -
mgreement 2024 /e’
ARTICLE X
DISCLAIMER OF WARRANTIES; CONTRACTOR’S WARRANTIES; USE OF THE PROPERTY
Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DES1 CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS
USE OF THE PROPERTY, OR WARRANTY WITH RESPECT THERETO. In no event s
Lessor be liable for an incidental, indirect, special or consequential dam
in connection with or arising out of this Agreement or the existei furnishing, functioning or Lessee3 use of any item or products or servi provided for in this Agreement,
Section 10.02. Contractor’s Warranties. Lessor hereby irrevoca
appoints Lessee its agent and attorney-in-fact during the Lease Term, so 1
as Lessee shall not be in default hereunder, to assert from time to t whatever claims and rights, including warranties of the Property, wh Lessor may have against the Vendor of the Property. Lessee’s sole remedy
the breach of such warranty, indemnification or representatio; shall
against the Vendor of the Property, and not against Lessor, nor -shall s matter have any effect whatsoever on the rights and obligations of Les with respect to this Agreement, including the right to receive full (
timely payments hereunder. Lessee expressly acknowledges that Lessor ma k
and has made, no representation or warranties whatsoever as to the existe or avai1,ability of such warranties of the Vendor of the Property.
Sectnon 10.03. Use of the ProDerty. Lessee will not install, u operate or maintain the Property improperly, carelessly, in violation of i applicable law or in a manner contrary to that contemplated by tl Agreement. Lessee shall provide all permits and licenses, if any, necess;
for the installation and operation of the Property. In addition, Less agrees to comply in all respects (including, without limitation, with respt to the use, maintenance and operation of each item of the Property) with
laws of the jurisdictions in which its operations involving any item Property may extend and any legislative, executive, administrative judicial body exercising any power or jurisdiction over the items of 1 Property; provided, however, that Lessee may contest in good faith t validity or application of any such law or rule in any reasonable mann which does not, in the opinion of Lessor, adversely affect the estate Lessor in and to any of the items of the Property or its interest or rig1
under this Agreement.
-10-
mgreement No. 2024
ARTICLE XI
OPTION TO PURCHASE
At the request of Lessee, Lessor’s title and security interest in Property will be termi nated and this Agreement shall terminate:
(a) at the end of the Lease Term (including Renewal Terms), upon payrr in full of Rental Payments due hereunder: or
(b) at the end of the Original Term or any Renewal Term, upon payment Lessee of the then applicable Purchase Price; or
CI 3.
(c) if the Lease Term is terminated pursuant to Article IX of t Agreement, in the event of total damage, destruction or condemnation of Property and, if Lessee is not on such date in default under this Agreemt upon payment of the then applicable Purchase Price to Lessor.
ARTICLE XI1
ASS IG NM E NT, SUB L EASING, I ND E M NI F IC AT ION MORTGAGING AND SELLING
Section 12.01. Assignment bv Lessor. This Agreement, and
obligations of Lessee to make payments hereunder, may be assigned i reassigned in whole or in part to one or more assignees or subassignees Lessor at, any time subsequent to this execution, without the necessity obtaining the consent of Lessee; provided, however, that no such assignml or reassignment shall be effective unless and until (i) Lessee shall h, received notice of the assignment or reassignment disclosing the name a address of the assignee or subassignee, and (ii) in the event that si assignment or reassignment is made to a bank or trust company, such bank trust company agrees to maintain, or cause to be maintained, a book-ent system by which a record of the names and addresses of such holders as of i particular time is kept and agrees, upon request of Lessee, to furnish si information to Lessee. Upon receipt of notice of assignment, Lessee agrc to refleict in a book entry the assignee designated in such notice assignment, and to make all payments to the assignee designated in the noti of assignment, notwithstanding any claim, defense, set-off or countercla whatsoever (whether arising from a breach of this Agreement or otherwi! that Lessee may from time to time have against Lessor, or the assignc Lessee agrees to execute all documents, including notices of assignment a chattel mortgages or financing statements which may be reasonably request by Lessor or its assignee to protect their interests in the Property and this Agreement.
Section 12.02. No Sale, Assiqnment or Subleasinq by Lessee. Th Agreement and the interest of Lessee in the Property may not be sol
assigned or encumbered by Lessee without the prior written consent of Lessc
-11-
wgreernent No. 2024 e Section 12.03. Release and Indemnification Covenants. To the ext
-permitted by the laws and Constitution of the State, Lessee shall prott hold harrnless and indemnify Lessor from and against any and all liabil obligations, losses, claims and damages whatsoever, regardless of ca
thereof, and expenses in connection therewith, including, without limitat. counsel fees and expenses, penalties and interest arising out of or as result of the entering into of this Agreement, the ownership of any item the Property, the ordering, acquisition and construction, use, operati condition, purchase, delivery, rejection, storage or return of any item
the Property or any accident in connection with the operation, \ condition, possession, storage or return of any item of the Prope resulting in damage to property or injury to or death to any person. indemnification arising under this paragraph shall continue in full force i effect notwithstanding the full payment of all obligations under t Agreement or the termination of the Lease Term for any reason. Lessee agr not to withhold or abate any portion of the payments required pursuant this Agreement by reason of any defects, malfunctions, breakdowns infirmities of the Property.
ARTICLE XI11
EVENTS OF DEFAULT AND REMEDIES
Section 13.01. Events of Default Defined. The following shall "events of default" under this Agreement and the terms ''event of default" 2 "default" shall mean, whenever they are used in this Agreement, any one more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payme required to be paid hereunder at the time specified herein; and
(b) Failure by Lessee to observe and perform any covenant, condition agreement on its part to be observed or performed, other than as referred in Section 13.01 (a), for a period of 30 days after written notic specifying such failure and requesting that it be remedied as given to Less by Lessor, unless Lessor shall agree in writing to an extension of such ti prior to its expiration; provided, however, if the failure stated in t notice cannot be corrected within the applicable period, Lessor wi17 R unreasonably withhold its consent to an extension of such time if correcti action is instituted by Lessee within the applicable period and diligent pursued until the default is corrected.
carry out its agreement on its part herein contained, other than t obligatins onthe part of Lessee contained in Article VI hereof, Lessee sha not be deemed in default during the continuance of such inability. The tei "force majeure" as used herein shall mean, without limitation, t following: acts of God, strickes, lockouts or other industrial disturbance acts of public enemies, orders or restraints of any kine of the government I the United States of America or of the state wherein Lessee is located or ar
of their departments, agencies or officials, or any civil or militar
If by reason of force majeure Lessee is unable in whole or in part
-12-
I agreement NO. 2024 *
authority; insurrections; riots; landslides; earthquakes; fires; sto)
Section 13.02. Remedies on Default. Whenever any event of deft referred to in Section 13.01 hereof shall have happened and be continu Lessor shall have the right, at its sole option without further demanG notice, to take one or any combination of the following remedial ster
With or without terminating this Agreement, retake possession of Property and sell, lease or sublease the Property for the account of Les holding Lessee liable for the rents and other amounts payable by Les hereunder to the end of the Original Term or the then current Renewal TE and
(b) Take whatever action at law or in equity may appear necessary desirable to enforce its rights as the owner of the Property.
Section 13.03. No Remedy Exclusive. No remedy herein conferred upon reserved to Lessor is intended to be exclusive and every such remedy shall cumulative and shall be in addition to every other remedy given under t Agreement or now or hereafter existing at law or in equity. No delay omission to exercise any right or power accruing upon any defiult SI impair any such right or power or shall be construed to be a waiver there but any such right and power may be exercised from time to time and as of as may be deemed expedient.
'droughts; floods; or explosions.
(a)
ARTICLE XIV
M ISC E L LAN EOUS
Section 14.01. Notices. All notices, certificates or otl communications hereunder shall be sufficiently given and shall be deen given when delivered or mailed by registered mail, postage prepaid, to *
parties at their respective places of business,
Section 14.02. Bindins Effect. This Agreement shall inure to benefit of and shall be binding upon Lessor and Lessee and their respect successors and assigns.
Section 14.03. Severability. In the event any provision of tt Agreement shall be held invalid or unenforceable by any court of compete jurisdiction, such holding shall not invalidate or render unenforceable a other provision hereof.
waived, altered, modified, supplemented or amended in any manner whatsoeb except by written instrument signed by the Lessor and the Lessee, nor shi any such amendment that affects the rights of Lessor's assignee be effecti
without !Such assignee's consent.
Section 14.04. Amendments. The terms of this Agreement shall not
Section 14.05. Execution in Counterparts, This Agreement may executed in several counterparts, each of which shall be an original and q
of which shall constitute but one and the same instrument.
-13-
e A g re e rn e n t N o
Section 14.06. Aoolicable Law. This Agreement shall be governed b
Section 14.07. Caotions. The captions or headings in this Agreemer
.. *
’ construed in accordance with the laws of the State.
for convenience only and no way define, limit or describe the scope or of any provisions or sections of this Agreement.
Section 14.08. Entire Aqreement. This Agreement constitutes the F
agreement between Lessor and Lessee. No waiver, consent, modificati
change of terms of this Agreement shall bind either party unless in wi
signed by both parties, and then such waiver, consent, modification or c shall be effective only in the specific instance and for the specific PU given. There are no understandings, agreements, representations or warra express or implied, not specified herein regarding this Agreement c Property leased hereunder. Any terms and conditions of any purchase ord other document (with the exception of Supplements) submitted by Less connection with this Agreement which are in addition to or inconsistent the terms and conditions of this Agreement will not be binding on Lesso will not apply to this Agreement. Lessee by the signature below c authorized representative acknowledges that it has read this Agrec understands it, and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, Lessor has executed this Agreement in its corp name with its corporate seal hereunto affixed and attested by its authorized officers, and Lessee has caused this Agreement to be executed i corporatle name with its corporate seal hereunto affixed and attested b duly authorized officers. All of the above occurred as of the date written below.
3
LESSOR: Security Pacific Merchant
Attest:
By: By:
Title: - Title:
LESSEE: City of arls ad
Attest: /I ’:..;” B
I I7 Ey: By: ,& ’ ‘, W-i-J Title: *CLAUDE’A. Mayor LEWf‘S’ - Title: -City Clerk
Date:
-14-
1
1:
2 RESOLUTION NO. 9189
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A KESOLUTZON OF THE CITY COUNCIL OF NE CITY OF CARZSRAb,
CALIFORNIA ACCEPTING THE PROPOSAL OF SECURITY PACIFIC
MERCHANT BANKING GROUP FOR THE LEASE PURCHASE OF THE BUIL
LOCATED AT 2075 LAS PALMAS DRIVE, CARLSBAD, CALIFORNIA, A
APPROPRIATING FUNDS FOR 1987-88 LEASE PAYMENTS.
!
WHEREAS, the City Council has previously authorized the purcha
of the building located at 2075 Leis Palmas Drive, Carlsbad, Califor
and
WHEREAS, the City Council desires to enter into a leaselpurcha
agreement with a financial institution to provide funding for the
acquisition of this property, and
WHEREAS, proposals from six qualified financial institutions h,
been received and analyzed by City staff, and
WHEREAS, the proposal of Security Pacific Merchant Banking Grot
provides the most advantageous combination of interest rates, terms
payment schedules, and
WHEREAS, the City Council has determined that a true and very I
need exists for the acquisition of the property located at 2075 Las
Palmas Drive, Carlsbad, California, and
WHEREAS, the City Council has taken the necessary steps under
applicable law to arrange €or the acquisition of the property.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City
Catrlsbad, California, as follows :
1. That the terms of said Municipal Lease and Option Agreement
are in the best interests of the City for the acquisition of such
property.
lll’
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2. That the Mayor is hereby authorized to execute the attache
agreement and the City Manager, Finance Director, and City Attorn€
are authorized to sign and execute Exhibits A through G attached to
Municipal Lease Agreement and the City Clerk is hereby authorized t
attest to said documents.
3. That the City Manager is hereby authorized to approve any
modifications in the form or conditions of this agreement that, in
opinion of the City Attorney, are minor or administrative in nature
That the amount of $125,000 is hereby appropriated from the
Public Facilities Fee Unappropriated Fund balance to Account Number
320-840-1810-3266 for the 1987-88 lease payments.
4.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
Council of the City of Carlsbad held on the llthday of August
1987, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, and Mamaux
NOES: None
ABSENT: Council Pkdxrs Pet Larsm &;d/LL%M
CLA E A. LEWIS, Mayor
0 e
CITY OF CARLSBAD
I 1200 ELM AVENUE CARLS BAD CALI FORN IA 92008-1 989
JIYCENT F B ONDO JR ,619) d34-2891 711" A70RNEY
SONALD P BALL
ASS STANT CITY 4rT39NEY
AGPEEMEYT \G. 23
EXHIBIT 3 cPI?:rcrJ OF LESSEE! 5 COUNSEL
Lessee: City of Carlshad
Rate of Sareement:
Security Pacific Yerchant Bank
300 South Grand Avenue, YCP2LL
Los AngeLes, California 90071
Municipal Lease and Option Agreement No. 2024:
As counsel for City of Carlsbad ("Lessee"), I have examir duly executed originals of the Municipal Lease and Option
Agreement (the "Agreement" 1 dated I 19 i betwf Lessee and SeCuritv Pacific Merchant Bank ("Lessor"), and the proceedings taken by Lessee to authorize and execute the
Aqreerrent. Rased uDon the exanination and upon such other
examination as I nave deemed necessary or apnropriate, I am of
the opinion that:
-
1. Lessee is a public body corporate and politic, leqallk
existinq under the laws of the State of California.
2. The Aqreement has been duly authorized, executed and
delivered by Lessee, pursuant to Constitutional , statutory and home rule provision which authorizes this transaction and
Resolution No. 9189 , attached as Exhibit 4 to the Aqreenent
3. The Agreement is a leqal, valid and bindina obliqatio
of Lessee, enforceable in accordance with its terms. In the
event the Lessor obtains a judqement against Lessee in money
damages, as a result of an event of default under the Aqreernen
Lessee will be obliqated to pay such judqement.
complied with.
4. Applicable public biddinc requirements have been
L.
5. TD the best of PY knowledae, no litigation is ?er,di
threatened in any court or othe; t;-ibunal, state 0: Federal,
any way cuestionina oz affectinq the validity of the resolut
or the Aqzeernent.
6. The signatures of the officers of City of Carlshad ' appear on the Agreement are true and genuine; I know said
officers and know them to hold the offices set forth below
their names.
7. The City of Carlsbad is a political subdivision wit1 the meaning of Section 103 of the Internal Revenue Code and t
related regulations and rulinqs 3nd that the poortion of payn
identified as deferred interest 'charqes to maturity, upon
receipt, will not be includable in Federal gross incomes undc
statutes, regulations, court decisions and rulings existing c the date of this opinion and consequently, will be exempt frc
present Federal incone taxes and income tax of the State of California. .'
Very truly yours,
\ eg ,/ &w
11 +L!
' JR- r VINCENT <-
City Attorney
arb
- 2-
p"E'iI 'lo. d',:- -n-,
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
.I >. , * a
I, the undersigned officer of t.he City of Carlsbad (the "less6 being the person duly charged, with others, with responsibility issuing the Lessee's obligation in the form of that certain agreen entitled "Municipal Lease and Option Agreement" (the "Agreemen dated , 19-, and issued said date HEREBY CERTIFY that:
The Agreement was issued by the Lessee under and pursuant to St of California law to finance the acquisition of certain property descri therein .
2. Pursuant to the Agreement, ti7e Lessee is entitled to receive s property in consideration for the obligation of the Lessee under t Agreement. Said property will be used in furtherance of the pub1 purposes of the Lessee. The Lessee does not intend to sell said propel or said Agreement or to otherwise dispose of said Property during the tt
of the Agreement. The Lessee will not receive any moneys, funds, .or ott ''proceeds" as a result of the Agreement.
3. The Lessee expects to make payments under the Agreement from i general funds on the basis of annual appropriations in amounts equal the required payments under the Agreement. The remaining general funds the Lessee are not reasonably expec'ted to be used to make such paymen
and no other moneys are pledged to the Agreement or reasonably expected be used to pay principal and interest on the Agreement.
The Lessee has not received notice that its Certificate may not relied upon with respect to its own issues nor has it been advised th; any adverse action by the Commissioner of Internal Revenue i contemplated.
To the best of my knowledge, information and belief the expectatic
herein expressed are reasonable and there are no facts, estimates 0 circumstances other than those expressed herein that would materia77
affect the expectations herein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th da
1.
4.
of August ,1987.
.~ LESSEE: City of-Carlsbad ~.
BY: - .- <_ ,'
.-
Title: X-nance Director
1
i
I) Agree-ent :io. 2221
EXHIBIT D
DESCRIPTION OF PROPERTY
e
The Property which is the subject of the attached Municipal Lease a Option Agreement is as follows:
SEE ATTACHED SCHEDCLE 1 FOR LEGAL DESCRIPTION
Property Location: 2075 LAS PaLliias, CaRLsBAD, CALIFORNIA SO08
9
Together with all additions, accessions, and replacements thereto.
Lessee hereby certifies that the description of the property set fort above constitutes an accurate description of the “Property“, as defined i the attached Municipal Lease and Option Agreement ..
LESSEE: City of Carlsbad ’
By: . ’ w-,
. /--<J
/J
I
-
Title: Finance Director
Date1 Au,e;ust 17, 1987
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a \ =age A 2- L < 1
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--
LEGAL DESCRIPTION
THE LAND REFEFRED TO IN THIS REPORT IS SITUATED IN THE STA
CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS:
LOT 5 OF CARLSBAD TRACT NO. 80-33, IN THE CITY OF CARLSBAD, COUi-
SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 3
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUN
APRIL 15, 1981 AS FILE NO. 81-11512‘3 OF OFFICIAL RECORDS.
3
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z~:,? L F: r T z S 17: E~LJL,IT OF ?A YMENTS
Pr i nc i p;11 'L'<ix e s rl l0tai
L 1 56272.23 60992.0% 1:.7264.25
0.00 117264.25
FFI ymerj t:
i 54139.15 6312S.19 1:17264.25 0.00 li7264.25
3 56469.35 58774.90 11.7264.25 0.00 117264.25 4 ti0793.83 56470.42 11.7264.25 0.00 1172h4.25 5 63189.11 54075.14 117264.25 0.00 117264.25
6 65678.76 51585.49 117264.25 0.00 117264.25
0 70456.21 46308.04 117264.25 0.00 117264.25 3 73751.88 43512.37 117264.25 0.00 117564.222 io 76657*70 40606.55 117264-25 0.00 117264. 11 79678.02 375136.23 117264.25 0.00 117264.25
82817.33 34446.92 11'7264.25 0.00 117264.25
12
1.3 86080.34 31183.91 11'7264.25 0.00 117264.25
14 89471.90 2779;!.35 11?261.25 0.00 11776.4.25
16 p6c;ol.la 20603.07 117264.25 0.00 117264.25 17 100469.63 16794.62 117264.25 0.00 117261.25 18 104428.13 12836.12 117'264.25 0.00 117264.25 19 108542.60 8721.65 117264.25 0.00 117264.25 20 112819.05 4445.20 127264.25 0.00 117264.25
TOTALS : 1602160.00 743125.00 2345285.00 0.00 234-5285.00
Pint fiaL?-;jue F(epaymc>nt irii:crt?st .?ayment-. ( i ) ljiJe
7 68266.51 48997.71. 117264.25 0.00 117264.25
15 52997.09 24267.16 117264.25 0. 00 11 77TJ4. 25
(1) Semi-Annual Payments Due in ARHFaS
, A LESSEE: CITY OF CA.RLSRAD
x, \ .. ,I. '
,/ ;Igy ;' / L- ,i_ Ry: =-. , i i (;&' v -- L/
d' Titlev' --Qn-%nze Director
Diitei' August 17 1987 / -- I
0 Agrement NO. 232: . I. a
EXHIBIT F
CERTIFICATE OF ACCEPTANCE
The undersigned, as Lessee under the Municipal Lease and Optic
Agreement (the "Agreement") dated 7 19- with Securi Pacific Merchant Bank ("Lessor"), acknowledges receipt in good conditi
of all of the Property described in the Agreement and in Exhibit 0 there
this day of and certifies that Lessor has fully ar satisfactorily performed all of its covenants and obligations requirc
under the Agreement.
Lessee confirms that the Commencement Date of the Agreemen
is - and it wi 11 commence payments in accordanc with Article VI of the Agreement.
The undersigned officer of the Lessee hereby reaffirms in all respect the Certificate as to Arbitrage attached as Exhibit C to the Agreement and represents that, to the best of his or her knowledge, information an belief, the expectations therein expressed were reasonable as of the dat on which they were made, and are reasonable as of the Commencement Date and that there were, and are as of the Commencement Date, no facts
estimates or circumstances other than those expressed therein that woul. materially affect the expectations expressed therein.
1
LESSEE: cit.y ,of &&ai ,
By: -_ /
c--r ' _. e, i d, LL
i Title: *lance Director
I 1. . ,r , a m
‘2ng ELM AVENUE
~CARLSEAD. CA 92008-1989
Citg af Curl5 bab
FINANCE DEPARTMENT
AGREEPEW NO. 2024 August 17, 1987
Security Pacific Merchant Bank
300 South Grand Avenue, HCP211
Los Angeles, CA 90071
MUNICIPAL LEASE & OPTION AGREEMENT NO. 2024
Reference is made to that certain Municipal Lease and Option Agrepent
Number 2024, dated , between Security Pacific Merchant
Bank and City of Carlsbad, leasing the Property described in Exhibit D t
such Lease. This confirms and affirms that the Property is essential to
the function of the undersigned or to the service we provide to our
citizens.
Further, we have an immediate need for, and expect to make immediate
use of, substantially all the Property, which need is not temporary or
expected to diminish in the foreseeable future. The Property will be
used by us only for the purpose of performing one or more of our
governmental or proprietary functions consistent with the permissible
scope of our authority. Specifically, the Property was selected by us
to be used as follows:
The property at 2075 Las Palmas Drive provides offices for the City’s
Community Development Director, Planning, Engineering, Building
Inspection Departments and Utilities/Maintenance Administration. A
staff of appro:cimately 80 employees occupy the building.
has been used by the City for one year under a Lease Agreement with
the property owner, Mitsui-Fudosan.
a purchase option which the City has elected to exercise.
The building
The prior Lease Agreement provided
The property will be operated, controlled and maintained by the City of
Carlsbad.
anticipated.
The City will provide funding for lease payments from the Public facil-
ities Fee Fund and the City General Fund, if necessary, during the life
of this agreement. These funds derive income from development activity
No subleases or uses other than those described above are
*. I1 * a e .
and various taxes such as propertv tax and sales tax.
anticipates continued revenue fror? these sources during the 1152
of this agreement.
:his property satisfies the City's requirement for City office
space as described in the City's Crowth Management Program and
Public Facilities Fee Policy.
The Citv
,,
/
JALYES F. ELLIOTT
Finance Director
JFE : smp L
.
m ' ,I I
h 't- TL7
wa
*.
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First American Title Iizsurancl L pd 411 IVY STREET, (P.O. BOX 808) SAN DIEGO, CALIFORNIA
CITY OF CARLSBAD
1200 Elm Avenue August 24, 19l
Carlsbad, CA 92008 Escrow No. 951
REFERENCE: LOT 5 OF CARLSBAD TRACT 80-33,, CITY OF CARLSBAD, CALIFORNIA
CLOSING STATEMENT
DEBIT c1
DEPOSITS :
Interest by Imperial Bank $
New 1st Trust Deed SEC. PAC. MERCHANT BANK I,(
ENCUMBRANCES:
TITLE CHARGES:
ALTA Premium $ 771.00
Record Trust Deed 7.00
ESCROW FEES:
Escrow Fee 400.00
CHECK HEREWITH 1,602,024.50
Total $ 1,603,202.50 $ I,(
SAVE FOR INCOHE TAX INFORMATION
DO NOT DEST THIS NOTE: When pald, thls note and a -ed of Trust must be R . I’
surrendered to the FI ti. AMERICAN TITLE INSURANCE COMPA
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Ith request for reconveyan
INSTALLMENT NOTE
(INTEREST INCLUDED)
$ 1,602,160.00 San Dieso , Caiifornla, Auqust 20, 1987
In Installments and at the tlmes hereinafter stated, for value recelved cm (x -1 a rn promises to pay to corporation
SBXJRITY PIYSLFIC MEIMIPSJT d a division of SEXUE?ITY
PACIFIC NATIONAL et a Nationa1”Bidiikicj’ Assbciation
wlth Interest from
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and continuing until said principal sum and the Interest thereon has been fully pald. AT ANY TIME, THE PRIVlLE(
TO PAY MORE THAN THE SUM DUE. Each payment shall be credited first, on the Interest then due; and tl
the prlnclpal sum; and interest shall thereupon cease upon the amount so credited on the sald prlnclpal Sur be made In the payment of any of sald Installments when due, then the whole sum of prlnclpal and inter8
immediately due and payable at the option of the holder of thls note. Should sult be commenced to collect
portlon thereof, such sum as the Court may deem reasonable shall be added hereto as attorney‘s fees. Prlnc payable In lawful money of the United States of America. This note Is secured by a certain DEED OF TRUST to F’ TITLE INSURANCE COMPANY, a California Corporation, a3 TRUSTEE,
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300 S. .Grad Ave. HCP 211
I ms Angeles, CA 90071
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Escrow Number 954425G
Order Number 954425-18
RECORDED AUGUST 24, 1987
'FILE NO. 87-480665 OF OFFICIAL
RECORDS OF SAN DIEGO COUNTY
SPACE ABOVE THIS LINE FOR RECORDER'S U!
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c -I-_ - -~ - ----- -- - --- -__- - - --- - - -1 1 - e 300 S. .Gppd Ave. HCP 211
Los Angeles, CA 90071
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Escrow Number 954425G
SPACE ABOVE THIS LINE FOR RECORDER'S U Order Number 954425-18
DEED OF TRUST WITH ASSIGNMENT OF RENTS
This DEED OF TRUST, made August 20, 1987
CITY OF CARLSBAD, a Municipal Corporation herein calli
whose address Is 1200 Eh Avenue, Carlsbad, California 92008
(Number and Slreet) (City) (SI
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called T
SECURITY PACIFIC MERCHANT BANK, a division of SECURITY PACIFIC NATIONAL BANK,
a National Banking Association
, herein called I3
County of San Diego , State of California,
Lot 5 of Carlsbad Tract No. 80-33, in the City of Carlsbad, County of San Diego, St;
California, according to Map thereof No. 10061, filed in the Office of the County R
of San Diego County on April 15, 1981 as File No. 81-115129 of Official Records.
Commonly known as: 2075 Las Palmas, Carlsbad, California 92008
WITNESSETH: That Trustor grants to Trustee In Trust, with Power of Sale, that property in the
Togalhor wllh (he rents. Issues and profils (hereof. sublec!. however. to Ihe rtght. powor and authorlty herelnailer plven to and conferred I to collect and apply such rents, Issues and prollts.
For the Purpose 01 Securlng (1) payment of the sum 01 S 1, 602,160. 00 with interest thereon according to Ihe terms 01 a prc notes of even date herewlth made by Trustor. payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of 01 Trustor incorporaled by reference or contained herein (3) Payment of addltlonal sums and Interest thereon whlch may hereafter be loan his successors or assigns, when evidenced by a promissory note or notes recltlng that they are secured by this Deed 01 Trust.
To protect the security of lhls Deed of Trust. and with respect to the property above described, Trustor expressly makes each and all of and adopls and agrees to porform and be bound by each and all of the terms and provisions set forlh In subdlvlslon A, and is mutually z and all of the terms and provlsions set forth in subdivlsion B of the ficlilious deed of lrusf recorded In Orange County August 17, 1964, and In i
August 18. 1964, in the book and at the page 01 Olficial Records in the office of the county recorder of the county where said property I below opposite the name 01 such county, namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY Alamoda 120-3 556 Kings 858 713 Placer 1028 379 Sierra
Alplne 3 130.31 Lake 437 110 Plumas Arnador 133 438 Lassen 192 367 Riverside 3778 347 Solano
166 1307 Slsklyou
ma ! Islaus STATE OF CALIFORNIA Iss. r
COUNTYOF SAN DIEGO .. .ma
tY .e On ~~g~st 24, 1987 , bclore me, the undersigned, a Notary Public in and for
ura
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Raymond R. Patchett , . . . -.. .-..and umne h said Stnle. personally appeared .
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'+: 2 : ; Manager .mcxc~dmand. City Clerk Sxcxxtxw,onbehalfof - The City.- -0 contalned in zu of Carlsbaci yein and rn;
ie obllgatlor .= y E 6
5dress here o ~1
I SAN OlEGO COUNTY z m
10 ~~***+.*+******.Lt*.*****~**~*
Aletha L. Kautenkranz ,personally known to me (or proved to me on the u
Iiils~s of sillisfac!ory evidcncc) lo be Ihe persons who executed the within instrument as - . City .-.. . ~ -
thc corporation therein named. and acknowledged to me that
SIICII cotpornlion executed Ihe within inslriimenl piirsuanl IO its
I,y-lnws or n resolution 01 11s board 01 direclors.
WITNESS my hand and ollici;iI seal.
*t8*m*t~8**.88*8~*~*t8*88~+,*8 8 P3 8 OFFICIAL SEAL 8
8 KAREN R. KUNDTZ :
MY Comm EZP Sept. 27, lY89 z
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- NOTARY PUBLIC-CALIFO~NIA * ZC\ N
y, Califorr 3?-zz- [This area for olliciai nolariai Seal) J j+*r
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) Signature of Trustor
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) ss:
ALETHA L. RAUTEKRANZ, City Clerk
Vhls area for officlai notarlai seal)
P ?,,,P 7s- y R $3