HomeMy WebLinkAbout2001-12-11; City Council; 16459; Farmers Insurance PropertyDEPT. ED
CITY OF CARLSBAD - AGENDA BILL
TITLE- -*
AUTHORIZATION AND APPROPRIATION OF FUNDING
FOR THE PURCHASE AND LEASEBACK OF THE
FARMERS INSURANCE PROPERTY - APN 212-062-12,212-
062-13,AND 212-062-14
DEPT. HD.
RECOMMENDED ACTION:
Approve Resolution No .dcol-,161); authorizing the appropriation of $ 16,000,OOO from Community
Facilities District No. 1 for the acquisition of APN 212-062-12, 212-062-13, 212-062-14 and all
acquisition related expenses, including inspections, studies, surveys, reports, and fees; authorizing the
Mayor to execute all documents associated with the purchase of APN 212-062-12, 212-062-13, 2 12-
062-14, and the leaseback a portion of 5815 El Camino Real to Farmers Insurance Group.
ITEM EXPLANATION:
The City of Carlsbad has anticipated the need to acquire property within the City for future municipal
facilities and uses. Many of these uses have been identified in the Capital Improvement Program and
will require the acquisition of property/land in order to develop the planned facilities. These Capital
Improvements have been budgeted in current and future years and are financed from a variety of
funding sources. Due to significant development that has occurred during the last decade, there is a
limited ‘amount of property/land of appropriate size or location available for future municipal uses.
As a result, the City has attempted to identify appropriate sites for acquisition as they have become
available.
In July 2001, it was brought to the attention of the City of Carlsbad that properties located at 5815 El
Camino Real and 2351 Faraday Avenue and owned by Farmers Insurance Group (F.1.G) were being
offered for sale to the general public. The property was originally sold to F.I.G. in the 1980’s and has
remained in their ownership since that time. F.I.G. is selling the property as a result of streamlining
operations and associated downsizing. The City is considering the purchase of this property as a site
for a new Civic Center, because of the property’s prominent, central location, size and proximity to
other government facilities. In order for the City to proceed with an acquisition of property, a
Planning Commission Determination of General Plan Consistency (PCD/GPC) must be approved by
the Carlsbad Planning Commission. On November 7, 2001, the Planning Commission approved
PCD/GPC 0 l-05 for the purchase of the subject property.
The subject property is located at the southwest comer of El Camino Real and Faraday Avenue, in the
Carlsbad Research Center, near Palomar Airport and the City of Carlsbad Public Safety Center. It
consists of three contiguous parcels and a combined 13.51 acres (Parcel 1 - 6.95 acres, Parcel 2 -
1.46 acres and Parcel 3- 5.1 acres). The property fronts Faraday Avenue on the north and Priestly
Drive on the west. Site access is provided from both Faraday Avenue and Priestly Drive. The
property also consists of two (2) office buildings, one 3 story 128,846 square foot steel frame office
building located on Parcel 1, and a 6,100 square foot wood frame single story building located on
Parcel 2. Parcel 3 is partially improved with landscaped areas and asphalt surface parking. The
remainder of Parcel 3 is undeveloped. The total number of parking spaces on the site is 529 or
3.911000. The existing land uses immediately surrounding the property is predominantly
office/R&D.
PAGE 2 OF AGENDA BILL NO. ) (p j qsq
Since negotiations with the seller have been completed, the essential elements of that negotiation are
being reported out pursuant to California Government Code Section 54957.1(a)(l). Sellers for the
property have indicated a desire to proceed with a sale of the property to the City of Carlsbad at a
purchase price of $15,700,000.00 for the entire site. An appraisal, consistent with the agreed
purchase price, was completed by Randy Tagg MAI of the Tagg Company, on October 10,200l. A
Phase I Environmental Site Assessment was completed by Environomics Southwest LLC, in March
2001, with a letter fi-om the company indicating that the results are still reliable for use by the City of
Carlsbad. Other inspections, studies, reports and surveys will be completed during the City’s due
diligence period, which will expire December 21,200l. Other reports and studies may be completed
prior to the close of escrow. The City will be under no legal obligation to finalize the sale until the
due diligence period has expired. The current target date for the close of escrow is December 3 1,
2001.
In addition to the selling the property, F.1 G. has asked the City to consider a leaseback of a portion of
the property (approximately 23,500 square feet) for a minimum period of six (6) months and a
maximum period of 1 year. The lease rate proposed is $1.50 per square foot, with F.1.G to be
responsible for all interior building maintenance (including routine HVAC servicing), trash removal,
and janitorial for the areas they occupy. Since F.1.G will be the sole tenants in the building during
their tenancy, they will also be responsible for all utility costs (Water/Gas/Electric) for 58 15 El
Camino Real.
There is no immediate plan for the City’s utilization of the subject property. However, during the
leaseback period to F.I.G, city staff will be evaluating interim and/or future uses of the site and
developing a Use Plan. As a part of the use evaluation process, staff anticipates returning to the City
Council in early 2002 to present a scope of work that will likely include special analyses and
or/studies and may require funding in addition to that being allocated as a part of this action.
Staff is recommending that the City Council approve the purchase of the property and appropriate the
necessary funding, authorized the Mayor to execute all documents associated with the acquisition, as
well as all lease related documents.
ENVIRONMENTAL IMPACT:
The Planning Director has determined that the project is exempt from the California Environmental
Quality Act, pursuant to Section 15061(b)(3) of the CEQA Guidelines. Section 15061(b)(3) exempts
projects or activities where it can be seen with certainty that there is not possibility that the activity
may have a significant effect on the environment. Simple acquisition qf property is such an activity.
FISCAL IMPACT:
The purchase price of the property is $15.7 million. An appropriation of $16 million is being
requested to cover the costs of appraisals, inspections, surveys reports, fees and other studies related
to the acquisition of the property. The funding for the purchase is to come from Community Facilities
District No. 1.
Community Facilities District No. 1 (CFD 1) was approved by the voters in 1991 in order to provide
the funding for a variety of municipal facilities that would be impacted by future development. There
PAGE 3 OF AGENDA BILL NO. Lb I 957
are two types of special taxes authorized by CFD 1; a tax on vacant land that is levied annually and a
one-time tax on property when it develops. The taxes collected by CFD 1 can only be used to fund
the facilities authorized by the formation documents.
One of the facilities authorized to be built with CFD 1 special taxes is a city hall complex. The City’s
Capital Improvement Program for FY 2001-02 (CIP) shows this facility being completed sometime
between 2007 and 2011 at a cost of $26.6 million. The City has been accumulating the special taxes
so that the city hall complex could be accomplished in the time frame shown in the CIP. At this time
there are sufficient accumulated taxes in the fund to pay for the purchase of the property as
summarized in this agenda bill. This purchase will not impact the funding of any other projects
currently outlined in the City’s Capital Improvement Program.
The leaseback of the property will generate approximately $35,250 per month, based upon a lease of
23,500 square feet at a rate of $1.50 per square foot. The property will be leased for a period of
between six to twelve months and will generate revenues between $211,500 and $423,000. These
funds will be deposited to the General Fund to offset the cost of exterior maintenance and landscaping
on the property. A more detailed analysis of the anticipated maintenance costs and interim uses for
the property will be completed at a later date.
EXHIBITS:
Resolution No. m 1 d&q of the City of Carlsbad, California, authorizing the appropriation of
$16,000,000 from Community Facilities District No. 1 for the acquisition of APN 2 12-062-l 2,
2 12-062-l 3,2 12-062- 14 and all acquisition related expenses, including inspections, studies,
surveys, reports and fees; authorizing the Mayor to execute all documents associated with the
purchase of APN 212-062-12,212-062-13,212-062-14, and the leaseback of a portion of 5815 El
Camino Real to Farmers Insurance Group.
Parcel Map/ Site Map
Purchase and Sale Agreement
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RESOLUTION NO. 2o01-364
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROPRIATING $16,000,000
FROM COMMUNITY FACILITIES DISTRICT NO. 1 FOR THE
ACQUISITION OF APN 212-062-12, APN 212-062-13, AND APN
212-062-14, AUTHORIZING THE MAYOR TO EXECUTE ALL
DOCUMENTS ASSOCIATED WITH THE ACQUISITION OF
THE PROPERTY, AUTHORIZING THE MAYOR TO
EXECUTE ALL DOCUMENTS ASSOCIATED WITH THE
LEASE BACK OF A PORTION OF 5815 EL CAMINO REAL TO
FARMERS INSURANCE GROUP.
WHEREAS, the City Council of the City of Carlsbad has determined that it is in the best
interest of the City to acquire APNs 212-062-12,212-062-13,and 212-062-14, including all
improvements, from Farmers Insurance Group for a future city hall complex; and
WHEREAS, the City Council has agreed to a purchase price of $15,700,000 for the
subject properties and improvements; and
WHEREAS, the City Council has agreed to leaseback a portion of 5815 El Camino Real,
located on the subject property, to Farmer’s Insurance Group for a minimum of six months and a
maximum 0ftweIve months; and
WHEREAS on November 7,2001, the Carlsbad Planning Commission approved
PCD/GPC 01-05 permitting the acquisition of this property by the City of Carlsbad.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Carlsbad, California as follows:
1. That the above recitations are true and correct.
2. That an appropriation of $16,000,000 is approved, for purchase of the
property, including the cost of all studies, reports, inspections, fees and
expenses associated with the acquisition.
3. That the Mayor is authorized to execute all documents associated with the
acquisition and transfer of interest in APNs 2 12-062- 12,2 12-062-l 3, and
212-062-14 to the City of Carlsbad.
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4. That the Mayor is authorized to execute all documents associated with the
lease back of a portion of the building located at 5815 El. Camino Real to
Farmers Insurance Group.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council on the
11th dayof DECEMBER 2001, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Nygaard
NOES: Council Member Hall
ABSENT: None
Mayor
ATTEST:
M. WOOD
(SEAL).
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MAR 2 6 19%
ATTORNEY’S OFFICE TO ATTACH
EXHIBITS 3& 4
(PURCHASE & SALE AGREEMENT/LEASE
AGREEMENT)
11/30/2081 10: 58 13107723485 BENNETTLEPAK PAGE 01/27
Law offlDceo of
BENNETT & LEPAK, LLP 1!xz5 Century FwcEa3t
Fifth Floor
Lo3 AngeIq Califmtia 900674700 ,
Michael R. km&t, Esq. Direct Dial (310) 77243484
Telecopier (310) 77243485
FACSIMILE TRANSMITTAL COVER SHEET
XL? @mation cow in th& tra.nsntittul ir con$r&Mal i.@or#ion and is intended so lety for Ure use of tk a&irtmee named
herein. Arty una&hori& we, copying, &mm&tion or distribution hereof is strictly prohibited. In the e(rent qf any i?iCOYFUcf rrmm.ittal or receipt hereon plea.%? noti& the sen&r immediate& at the telcprrotlc number provided nbovt?.
Date: November 30,201
Addressee: Jane Mobaldi, Esq.
Company Name: CITY OF CAIUSBAD
Telephone No. : (760) 4342891
TransmitteA to Telecopier No. : (760) 434-8367
Your File:
Enclosed:
No. of pages:
Hard copy:
Proposed Purchase of 5815 El Camino Real, &.&bad, CA,
and 2351 Faraday Avenue, Carlsbad, California from
Farmers Insurance entities.
Cover letter with proposed final purchase and sale agreement.
27 (including this cover sheet) _____
Messdge: For your approval and handling.
Thank you -
If you do not receive all pages as stated above in legible form, please call the number provided
above to request re-transmission.
11/38~2001 10: 58 23107728485 BENNETTLEPAK
bw owca¶ of
BENNETT & LEPAK, LLP
1925 Century Park Earc
Pifch moor
Los Angeles, California 90067-2706
Michael R. Ben&.t, Esq. , B&n P. Lee, Esq.
PAGE 02/27
Direct Dial (310) 772-8484
Telecopier (310) 772-8485
Our File No. 0601-101
November 30, 2001
VTA (76014368367)
CITY OF CARLSBAD
Attn: Jane ‘Mobaldi, Esq.
1200 Carlsbad Village Drive
Carlsbad, California 92008-1989
Re: F.I.G. Holding Co&any/ Farmers Insurance Exchanges;
Proposed Purchase/Sale and Lease-Back of Properties at . d. and 2351_Earadav Avme- Carlsbr\d,_ i
Dear Ms. MobaIdi:
Enclosed with this letter is the proposed final purchase and sale agreement for the above-
referenced matter, including the few remaining revisions requested in your facsimile transmittal
earlier today. Please be reminded that the agreement remains subject to the sellers’ foal approval
and execution.
Thank you for your cooperation and assistance.
Very truly yours,
BEN A , TT & $EPAK, LLP
Michael R. Bennett
MRB:sb
Enclosures
11/30/2001 10: 56 13107728465 BENNETTLEPAK
CITY OF CARLSBAD
Attn: Jane Mobaldi, Esq.
November 30, 2001
PW 2
cc: Gerald A. Duiek, CPCU, Farmers Insurance Group (via f&i&e)
Vernon C. Bogy III, Esq,, Farmers Corporate Legal (via facsimile, wknck)
Mr. John W. Shaw , Farmers Insurance Group (via facsimile, w/en&.)
Mr. Patrick A. Miller, Farmers Insurance Group (tiufacsitiZe, w/et&v.)
Ms. Cynthia Haas, City of Carlsbad (via facsimile, w/en&.)
Michael Nave, Esq., Meyers & Nave (viu facsimile, w/en&.)
Mr, Peter London, The Staubach Company (via fucsz’mik, w/mds.>
Mr. Lousy Alsadek, Business Real Estate (via@,sitiZe, w/e&~)
Mr. Rick W. Reeder, Business Real Estate (viu facsimile, w/e?~l~.)
Mr. Douglas G. Simpson, Coldwell Banker Commercial (titzfis~mile, w/encls.)
Mr. Lannie R. Allee, Coldwell Banker Commercial (viafacs&&~, w/en&.)
PAGE 03/27
. r7
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS
by and between
F.I.G. HOLDING COMPANY, FARMERS INSURANCE EXCHANGE, TRUCK INSURANCE EXCHANGE,
and FIRE INSURANCE EXCHANGE,
collectively, as Seller,
and
CITY OF CARLSBAD,
as Buyer
Date of Agreement: December 1,200l
TABLE OF CONTENTS
1.
2.
3.
4.
5.
6.
7.
a.
9.
10.
DEFINITIONS
PURCHASE AND SALE
PURCHASE PRICE
3.1 Deposit
3.2 Liquidated Damages
3.3 Balance
DUE DILIGENCE
4.1 Physical Inspections
4.2 Buyer’s Disapproval of Due Diligence Items;
Subsequent Termination of Agreement
4.3 Title
WAIVER OF REPRESENTATIONS AND WARRANTIES
5.1 “As Is” Sale
5.2 Reliance on Own Investigations
5.3 Assumption of Risk
5.4 General Release and Waiver
5.5 Consumer Rights Waiver
5.6 Additional Notices to Buyer
CONDITIONS
6.1 To Buyer’s Obligation to Purchase
6.2 To Seller’s Obligation to Sell
REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER
7.1 Buyer’s Representations and Warranties
7.2 Seller’s Representations and Warranties
COVENANTS
8.1 By Seller
8.2 By Buyer
CLOSING
9.1 Date and Place
9.2 Escrow
9.3 Seller’s Deliveries to Escrow
9.4 Buyer’s Deliveries to Escrow
9.5 Procedure
9.6 Possession
CLOSING COSTS
10.1 Seller’s Costs
10.2 Buyer’s Costs
10.3 Real Property Taxes
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11. RISK OF LOSS 15
11.1 Condemnation 15
11.2 Damage or Destruction 16
12. MISCELLANEOUS PROVISIONS 16
12.1 Entire Agreement; Amendments in Writing; Waiver 16
12.2 No Assignment; Binding Effect; No Third Party Beneficiaries 17
12.3 Interpretation; Construction; Partial Invalidity 17
12.4 Counterpart Execution 17
12.5 Time of Essence 17
12.6 Governing Law 18
12.7 Attorneys’ Fees 18
12.8 Brokers’ Commissions 18
12.9 No Fiduciary Relationship ia
12.10 Seller’s Default 18
12.11 Notices 19
12.12 Further Assurances 19
Signature Page 20
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOlNT ESCROW INSTRUCTIONS
This AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS
(this “Agreement”), dated for reference purposes only December 1, 2001, is made and entered into by and between
F.I.G. HOLDING COMPANY, FARMERS INSURANCE EXCHANGE, TRUCK INSURANCE EXCHANGE, and FIRE INSURANCE
EXCHANGE, as sellers (collectively, “Seller”), and CITY OF CARLSBAD, a municipal corporation, as buyer (“Buyer”),
with reference to the following:
RECITALS
A. The term “Property” as used herein means, individually and collectively, the following: (i) with respect
to F.I. G. Holding Company only, that certain commercial/ office property consisting of approximately 128,000 square
feet of office space located on approximately 6.95 acres of land with an adjacent parcel consisting of approximately
5.10 acres of land, having a street address of 5815 El Camino Real, Carlsbad, California; and (ii) with respect to
Farmers Insurance Exchange, Truck Insurance Exchange and Fire Insurance Exchange only, that certain improved
property consisting of approximately 6,100 square feet of office space on approximately 1.46 acres of land, having a
street address of 2351 Faraday Avenue, Carlsbad, California. The legal descriptions of the foregoing Property shall be
provided concurrently with the Preliminary Title Report in Escrow and shall be subject to the reasonable approval of
each party during the Due Diligence Period. Buyer expressly agrees that each Seller’s obligations and liabilities under
this Agreement are limited to the particular Property which is owned by that Seller and that Seller’s obligations and
liabilities shall be several, not joint. All of the foregoing Property shall be purchased and sold in a single transaction;
no Seller shall have any obligation to sell any Property separately and Buyer shall have no obligation to purchase any
Property separately.
B. Buyer acknowledges that it has followed procedures to acquire the Property by eminent domain,
including, without limitation, obtaining an appraisal of said Property and submitting to Seller an offer to purchase the
Property at its appraised value. Seller desires to avoid the uncertainty and the expense of eminent domain litigation.
C. In consideration of the foregoing, Buyer desires to purchase the Property from Seller, and Seller
desires to sell the Property to Buyer, on the terms and conditions set forth in this Agreement.
Now, therefore, in consideration of the mutual covenants and agreements contained herein, the adequacy and
sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:
1. DEFINITIONS. As used herein, the following terms have the following meanings:
1.1 “Agreement” is defined in the preamble of this Agreement.
1.2 “Buyer” is defined in the preamble to this Agreement.
CARLSBAD.CA.082101
1.3 “Closing” means the close of Escrow and consummation of the purchase of the Property by Buyer
pursuant to this Agreement.
1.4 “Closing Costs” means the costs and expenses of Seller and Buyer in connection with this Agreement
and the consummation of the Escrow, including, without limitation, the fees and expenses of the surveyor in connection
with the Survey, charges and premiums paid to the Title Company in connection with the Title Policy, Escrow Holder’s
costs and fees, and recordation taxes, fees, and costs, including, without limitation, transfer tax or similar tax on the
Deed and any recording fees.
1.5 “Closing Date” means the date on which the Closing occurs, which shall be either (i) on or before
December 31,2001, or (ii) (if Seller so elects by written notice to Buyer no later than December 21,2001, in Seller’s
sole and absolute discretion), between January 2,2002, and January 10,2002, with time being of the essence.
1.6 “Deed” means a grant deed in form and content as is customary in San Diego County, California, and
which is to be reasonably approved by Buyer and Seller prior to the expiration of the Due Diligence Period, conveying
title to the Property to Buyer at the Closing subject to the Permitted Title Exceptions.
1.7 [Intentionally Deleted]
1.8 “Due Diligence Period” means the period of time commencing on the.Effective Date and expiring
at 5:00 p.m. on December 21,2001, with time being of the essence. If the Closing Date falls on a date which is not
a business day as recognized in the State in which the Property is located, then the Closing Date shall be extended to
5:00 p.m. on the first business day thereafter.
1.9 “Effective Date” means the date of delivery to Buyer, Buyer’s broker or Buyer’s attorney of a
mutually executed original of this Agreement.
1.10 “Escrow” is defined in Section 9.2 below.
1.11 “Escrow Holder” is First American Title Insurance Company, 520 N. Central Avenue, Glendale,
California 91203 (Attn: Mr. Maurice Neri), telephone (818) 242-5800, facsimile (818) 547-0673.
1.12 “FIRPTA Affidavit” is defined in Section 9.3(b) below.
1.13 “Governmental Authority” means the United States of America, the State of California, the County
of San Diego, the City of Carlsbad, and any agency, authority, court, department, commission, board, bureau or
instrumentality of any of them.
1.14 “Permitted Title Exceptions” means any and all matters, restrictions and exceptions which are
shown in the Preliminary Title Report or in the underlying documents referenced therein, the Title Company’s exceptions,
qualifications and restrictions, and all matters which would be shown by an inspection or survey of the Property or
which are based upon or arising from the rights of parties in possession which are not expressly disapproved by Buyer
in writing to Seller and to Escrow Holder within the Due Diligence Period and in the manner provided in Article 4 below.
CARLSBAD.CA.082101 -2-
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If any such matters are not expressly disapproved by Buyer in writing within the time and in the manner required by
such Sections, such matters shall constitute Permitted Title Exceptions and Buyer agrees that they may appear as
exceptions to coverage in the Title Policy. Notwithstanding the foregoing, Buyer-shall have the right to disapprove in
writing any such matters which are first disclosed to Buyer in the form of a supplemental title report issued by the Title
Company after the expiration of the Due Diligence Period (referred to in this Agreement as “newly disclosed title
matters”), provided, however, that Seller shall have not less than ten (10) business days after receipt of any such
written notice from Buyer within which to cure such newly disclosed title matters to Buyer’s reasonable satisfaction
in which event this transaction shall proceed to Closing in accordance with this Agreement (but with the Closing Date
extended as necessary to accommodate the foregoing). If Seller declines or fails to correct such newly disclosed title
matters to Buyer’s reasonable satisfaction, then Buyer may terminate this Agreement based upon such newly disclosed
title matter(s) by delivering Buyer’s written notice of such termination to Seller and to Escrow Holder within three (3)
business days after Seller’s failure to cure the same or Seller’s written election not to do so, whichever occurs first;
if Buyer fails to terminate this Agreement in accordance with the foregoing, this transaction shall proceed to Closing
pursuant to the terms, provisions and conditions of this Agreement and subject to such newly disclosed title matter(s)
(but with the Closing Date extended as necessary to accommodate the foregoing).
1.15 “Person” means any corporation, general partnership, limited partnership, limited liability company,
cotenancy, joint venture, individual, business trust, real estate investment trust, trust, banking association, federal or
state savings and loan institution, or any other legal entity, whether or not a party to this Agreement.
1.16 “Preliminary Title Report”.is defined in Section 4.3 below.
1.17 “Proparty” is defined in Recital “A” above. As used herein, the term “Property” includes the land
described in Recital “A” together with all of Seller’s interest in any rights, privileges, easements, rights of way, mineral
and water rights and other appurtenances to the land, all improvements thereon, all fixtures of a permanent nature
currently affixed to the land or the improvements thereon, and all of Seller’s interest in any outstanding permits and
entitlements pertaining to the land or the improvements, if any. No personal property is included with the Property or
otherwise a part of this Agreement.
1.16 “Purchase Price” for the Property is Fifteen
($15,700,000.00), payable “all cash” to Seller in immediately available funds upon the Closing. Seller shall not be
obligated to finance or accept purchase money financing for all or any portion of the Purchase Price. The Purchase Price
shall be allocated as follows: $15,100,000.00 to 5815 El Camino Real and $600,000.00 to 2351 Faraday Avenue,
unless otherwise designated by Seller in writing prior to the Closing in Seller’s sole and absolute discretion.
1.19 “Requirement of a Governmental Authority” means any law, statute, code, ordinance, rule,
regulation, restriction, requirement, writ, injunction, decree, order or demand of any Governmental Authority.
1.20 “Seller” is defined in the preamble to this Agreement.
1.21 “Survey” means a current boundary or ALTA survey of the Property prepared at Buyer’s expense by
a licensed surveyor retained by Buyer. The results of the Survey, including, without limitation, any survey plats and
accompanying field note descriptions, shall be provided to the Title Company when available for purposes of confirming
CARLSBAD.CA.082101 -3-
the legal description of the Property to be used in the Deed and in the Title Policy. Notwithstanding the foregoing,
Buyer shall have no obligation to obtain a Survey and may make its determination of whether to do so in Buyer’s sole
discretion.
1.22 “Title Company” means First American Title Insurance Company.
1.23 “Title Policy” means an owner’s policy of title insurance issued by Title Company to Buyer at the
Closing on the printed form prescribed by the State Board of Insurance dated as of the.date of recordation of the Deed,
naming Buyer as the insured, insuring marketable fee simple title to the Property subject only to the Permitted Title
Exceptions, having a liability limit in the amount of the Purchase Price, and in all other respects acceptable to Buyer in
Buyer’s sole discretion. Buyer shall review and approve all title matters, Permitted Exceptions, and the form of Title
Policy for which the Title Company has issued its commitment, each on or before the expiration of the Due Diligence
Period; Buyer’s failure to disapprove any of the foregoing in the time and manner specified in Section 4.2 hereof shall
constitute Buyer’s approval and acceptance thereof, subject, however, to Buyer’s right to disapprove any newly
disclosed title matters as expressly described in Section 1.14 hereof.
All capitalized terms appearing in this Agreement which are not defined in the foregoing provisions shall have
the meanings set forth as they appear in this Agreement.
2. PURCHASE. On the terms and subject to the conditions set forth in this Agreement, Seller hereby
agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, all of Seller’s right, title and interest in and
to the Property.
3.1 m. [Intentionally Deleted]
3.2 -DAMAGES. IN THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR AS
PROVIDED HEREIN BY REASON OF BUYER’S DEFAULT HEREUNDER (FOR PURPOSES OF
WHICH, BUYER’S PROPER AND TIMELY TERMINATION OF THIS AGREEMENT IN
ACCORDANCE WITH SECTION 4.2 HEREOF SHALL NOT BE DEEMED A BUYER DEFAULT),
BUYER AND SELLER AGREE AND ACKNOWLEDGE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WILL SUFFER.
THEREFORE, BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE
DAMAGES THAT SELLER WOULD SUFFER IN SUCH EVENT IS AND SHALL BE THREE
HUNDRED FIFTY THOUSAND U.S. DOLLARS ($350,000.00). SUCH AMOUNT SHALL BE THE
FULL, AGREED AND LIQUIDATED DAMAGES FOR BUYER’S BREACH OF THIS AGREEMENT.
UPON ANY SUCH FAILURE OF ESCROW TO CLOSE ASREQUIRED HEREBY, THIS AGREEMENT
SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR
OBLIGATIONS HEREUNDER, EXCEPT FOR (A) THE RIGHT OF SELLER TO COLLECT SUCH
LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER, (B) THE RIGHT OF SELLER TO
COLLECT FROM BUYER AND, TO THE EXTENT ANY SUCH FUNDS ARE HELD BY ESCROW
HOLDER, FROM ESCROW HOLDER, SUCH AMOUNTS AS MAY BE NECESSARY TO SATISFY
CARLSBAD.CA.082101 4
ANY INDEMNIFICATION OBLIGATIONS OF BUYER TO SELLER AND/OR TO SATISFY ANY
MECHANICS LIEN CLAIMS AGAINST THE PROPERTY ARISING OUT OF BUYER’S
INSPECTIONS OF THE PROPERTY OR ANY OTHER WORK PERFORMED BY BUYER ON THE
PROPERTY, AND (C) SELLER’S RECOVERY OF ALL LEGAL FEES AND COSTS INCURRED IN
COLLECTING THE AMOUNTS REFERENCED IN THE FOREGOING PROVISIONS PROVIDED THAT
SELLERS ARE ENTITLED TO SUCH AMOUNTS AS THE “PREVAILING PARTY” PURSUANT TO
THE PROVISIONS OF SECTION 12.7 OF THIS AGREEMENT. BUYER SHALL ALSO HAVE
RECIPROCAL RIGHTS TO ITS PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS WITH
RESPECT TO ANY SUCH MATTER IF BUYER IS SO ENTITLED PURSUANT TO SAID SECTION
12.7.
SELLERS INITIALS: BUYER’S INITIALS:
3.3 w. Buyer shall deposit the Purchase Price in Escrow by wire transfer or other cash equivalent
at least one (1) business day prior to the Closing Date, with time being of the essence.
4. DUE DILIGENCE.
4.1 mInsPectiant.
(a) Promptly following the execution hereof, Buyer shall commence and shall complete prior to
the expiration of the Due Diligence Period all investigations, inspections, studies, reports and analyses
which Buyer deems necessary.or prudent for its determination of whether or not to purchase the
Property in an “as is” condition. The foregoing shall include, without limitation, Buyer’s review
and evaluation, in Buyer’s sole discretion, of the feasibility of the Property for Buyer’s use,
Buyer’s space requirements, the physical, geological and environmental condition of the Property,
permits, zoning, entitlements, land use issues, ingress and egress, parking, water, sewer, electrical
and other utilities, title, tenancies, possessory rights, and financing.
(b) Not more than six (6) of Buyer’s agents, contractors, and employees at any one time shall
have the right to enter upon the Property to review the matters referenced in the preceding paragraph
as Buyer shall deem reasonably necessary. However, Buyer shall not engage in any invasive testing
or inspection of the Property and shall not take any other action which cquld damage the Property
or disturb or interfere with any occupants of the Property without Seller’s prior written consent,
which consent may be given or withheld in Seller’s good faith business judgment. Buyer shall provide
Seller with at least forty-eight (48) hours prior written notice (although Seller shall in good faith
attempt to provide access on shorter notice if requested by Buyer) of any such entry and/or
CARLSBAD.CA.082101 -5
inspections, which written notice shall also specify the anticipated nature and duration thereof.
All such written notices of entry and/or inspection shall be sent by Buyer by separate facsimile
transmittals to each of Mr. Patrick A. Miller (facsimile number 3231964.8094) and to Seller’s Broker
(see Section 12.8 below). Immediately after any such entry or inspections, Buyer shall promptly
restore the Property to its condition prior to entry at Buyer’s sole cost and expense.
(cl Buyer shall indemnify, defend and hold harmless Seller and its successors, assigns, officers,
directors, employees, partners, agents and affiliates, and each of them, from any and all claims,
liabilities, demands, causes of action, suits, debts, obligations, rights, promises, acts, agreements,
damages, costs (including but not limited to penalties, fines, attorneys’ fees and court costs) and
losses of whatever kind or nature whether at law or equity, whether known or unknown, foreseen
or unforeseen suffered by any Person or property arising out of, relating to or connected with the
acts, omissions or misconduct of Buyer, its agents, contractors, servants, employees or licensees in
connection with any entry onto the Property by such Persons, and/or the conduct of Buyer’s due
diligence activities. Buyer’s indemnification obligations shall survive the Closing or the termination
of this Agreement.
id) From and after the execution hereof and through the Closing or termination of this
Agreement, Buyer shall at its sole cost and expense maintain in full force and effect an Uoccurrence-
based” policy or policies of commercial general liability insurance, with limits of not less than
$2,000,000 per occurrence and $3,000,000 in the aggregate, issued by one or more carriers admitted
and licensed to do business in the State in which the Property is located and reasonably acceptable
to Seller, insuring Buyer and naming Seller as an additional insured against liability for injury to or
death of persons and loss of or damage to property occurring in, on or about the Property caused by
Buyer or Buyer’s consultants, representatives or agents. Such policy(ies) shall also specify that such
insurance policies shall not be cancellable on less than thirty (30) days prior written notice to Seller,
and shall be primary to and non-contributing with any liability policy of Seller. Prior to any entry on
the Property, Buyer shall provide Seller with original certificates.evidencing all such insurance as
required by this provision. Buyer shall have the right to self-insure the first $500,000 of the insurance
coverage required hereby, provided that in so doing Buyer shall comply with all applicable laws,
statutes, rules and regulations governing self-insurance matters.
(4 Subject to Buyer’s execution of a confidentiality agreement in form and content satisfactory
to Seller, Seller shall furnish to Buyer a copy of (i) the most recent environmental report (if any)
covering the Property, (ii) the title report dated as of May 21,200l for the Property along with copies
of all recorded instruments referenced as exceptions therein (collectively, the “Preliminary Title
Report”), and (iii) the documents and materials referenced on the list attached hereto as Exhibit “A”
and incorporated herein by reference (collectively,the “Documents”). Buyer acknowledges and agrees
that all Documents being provided to Buyer, if any, shall be provided solely as a courtesy in facilitating
Buyer’s independent due diligence with respect to the Property, and that the Documents are being
provided without representation or warranty of any kind whatsoever regarding the same, including,
without limitation, as to the content, accuracy or completeness thereof, and Seller hereby expressly
disclaims any and all such representations and warranties. Buyer shall rely only on its independent
CARLSBAD.CA.082101 -6-
due diligence in determining whether or not to purchase the Property and shall not rely on the
Documents. Buyer hereby acknowledges that it received a complete copy of the Preliminary Title
Report and legible copies of all underlying documents and exceptions referenced therein.
ffl Any studies, data, reports, analyses and writings regarding the Property which are produced,
.received or obtained by Buyer in connection with any of its due diligence shall be the sole property
of Buyer, provided, however, that Buyer shall promptly provide duplicates thereof to Seller at no cost
to Seller, but without representation or warranty of any kind whatsoever regarding the same
(including, without limitation, as to the content, accuracy or completeness thereof).
4.2 or’s . . . . . . -oval of Due Dm .
(a) Buyer may disapprove any matters pertaining to the Property and this transaction in Buyer’s
sole discretion prior to the expiration of the Due Diligence Period, including, without limitation, the
matters enumerated in Section 4.1(a) hereof. Such disapproval shall be effected, if at all, by Buyer’s
written notice which must be received by Seller and by Escrow Holder prior to 5:00 p.m. on the last
day of the Due Diligence Period. Buyer’s failure to comply with the foregoing with respect to any
matter, item, fact or issue pertaining to the Property shall constitute Buyer’s unconditional and
irrevocable approval thereof and Buyer’s waiver of all objections thereto, and Buyer shall have no
further right to terminate this Agreement based on such matters.
b) If Buyer timely and properly disapproves any condition, issue or matter related to the
Property as stated in the preceding subparagraph (a), then except to the extent of the parties’
respective indemnification obligations and representations and warranties contained herein, which
shall survive the Closing or any cancellation or termination of this Agreement, neither party shall have
any further obligations or liabilities to the other following any such termination of this Agreement.
4.3 I&
All items referenced in the Preliminary Title Report or in the underlying documents which are not
disapproved in writing by Buyer prior to the expiration of the Due Diligence Period shall be deemed
to be Permitted Exceptions, subject to Buyer’s right to disapprove any newly disclosed title matters
as expressly described in Section 1.14 hereof. Notwithstanding Buyer’s title approval rights as set
forth herein, it shall be a condition precedent to Buyer’s obligation to close the Escrow hereunder
(although not a covenant by Seller) that title to the Property shall be free and clear of all monetary
liens against the Property other than the Tin of non-delinquent real property taxes and assessments,
and any monetary liens or other matters arising from Buyer or from Buyer’s entry, inspections,
investigations, financing or other activities.
CARLSBAD.dA.082101 -7-
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5.
‘
5.1 “As Is” S&t. Seller makes no representations or warranties of any kind whatsoever to Buyer,
except as expressly set forth in Section 7.2 hereof. Without limitation of the generality of the foregoing, Buyer
and Seller acknowledge and agree as follows:
(4 The Property is to be conveyed by Seller to Buyer in a completely “as is, where is” condition,
with any and all faults, defects, problems and adverse conditions;
Except as set forth in Section 7.2 hereof, Seller has not made, does not hereby make, and
shall not make and expressly disclaims, any and all representations, warranties, promises,
covenants, agreements or guarantees of any kind or nature whatsoever, whether express
or implied, oral or written, past or present, of, as to, concerning or with respect to any
aspect, condition, fact or issue relating to the Property in any respect whatsoever.
Id Without limiting the foregoing, Seller does not make and has not made any representation
or warranty regarding the presence or absence of any hazardous substances (as defined
herein) on, under or about the Property or the compliance or noncompliance of the Property
with the Comprehensive Environmental Response, Compensation and Liability Act, the
Super-fund Amendment and Reauthoritation Act, the Resource Conservation Recovery Act,
the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean
Water Act, the Clean Air Act, any so-called federal, state or local “Superfund” or “Superlien”
statute, or any other statue, law, ordinance, code, rule, regulation, order or decree (Federal,
State or otherwise) regulating, relating to or imposing liability (including strict liability) or
standards of conduct concerning any hazardous substances (collectively, the “Hazardous
Substance Laws”). For purposes of this Agreement, the term “hazardous substances” shall
mean and include any substance, whether solid, liquid or gaseous: (i) which is listed, defined
or regulated as a “hazardous substance, ” “hazardous waste” or “solid waste,” or otherwise
classified as hazardous or toxic, in or pursuant to any Hazardous Substance Laws; (ii) which
is or contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam .
insulation, or explosive or radioactive material; (iii) which is or contains petroleum or
petroleum products, including any fractions or distillates thereof; or (iv) which causes or
poses a threat to cause a contamination or nuisance on the Property or on any adjacent
property or a hazard to the environment or to the health or safety or persons on the
Property. As used in this Paragraph, the word “on” when used with respect to‘the Property
or adjacent property means “on, in, under, above or about.”
. . 5.2 men Own . Buyer hereby acknowledges and agrees that Buyer is being given
full opportunity to inspect and investigate the Property and all aspects, conditions, facts and issues relating
to the Property in any respect whatsoever, and Buyer shall rely solely on such investigations and not on any
information or Documents furnished by Seller in determining whether or not to purchase the Property.
Buyer further acknowledges and agrees that the Documents and/or any other information concerning the
Property furnished by Seller was obtained from a variety of sources and that Seller did not and is not required
CARLSBAD.CA.082101 -8-
*--1 . ?...j !
to make any independent investigation or verification of any such information or Documents with respect to
accuracy, completeness or any other matter, and Seller expressly disclaims any representations and warranties
with respect to such matters.
5.3 . From and after the Closing, Buyer assumes all risks, obligations, liabilities,
costs and expenses of any type or nature whatsoever associated with the Property and shall be solely
responsible for and shall indemnify, protect, defend and hold Seller harmless from the same; provided, however,
the foregoing indemnity shall not apply to the extent of any third party claims (which shall not be deemed to
include any claims by Buyer or its insurers) which are brought directly against Seller as a result of incidents
which occurred prior to the Closing.
5.4 . General . Buyer acknowledges and agrees that the unconditional “as is” nature
of this transaction is a material inducement to Seller to enter into this Agreement and to sell the Property to
Buyer at the Purchase Price and upon the other terms and conditions set forth herein. As further consideration
and material inducement to Seller, Buyer, on behalf of its principals, agents, successors and assigns, forever
releases, and discharges and indemnifies Seller and Seller’s officers, directors, shareholders, principals, agents,
successors and assigns, from and against all claims, causes of action, losses, costs, damages, liabilities, and
expenses of any kind which Buyer or any such other persons may now or at any time hereafter incur or realize
in any manner from the Property, this Agreement, and/or any matter arising herefrom or from the transactions
contemplated hereby, except as otherwise set forth herein, and except to the extent of any third party claims
(which shall not be deemed to include. any claims by Buyer or its insurers) which are brought directly against
Seller as a result of incidents which occurred prior to the Closing.
5.5 . . Contumer BUYER REPRESENTS TO SELLER THAT: (a) BUYER IS NOT IN A
SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH SELLER; AND (b) BUYER IS REPRESENTED BY
LEGAL COUNSEL IN THE TRANSACTION RELATING TO THIS AGREEMENT, AN0 BUYER HAS KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE
MERITS AND RISKS OF THIS TRANSACTION.
5.6 Additional to Buyer .
(4 Seller and Broker advise Buyer to have an abstract covering the Property examined by an
attorney of Buyer’s selection, and Buyer should be furnished with or obtain a Title Policy.
If a Title Policy is furnished, the title commitment should be promptly reviewed by an
attorney of Buyer’s choice due to the time limitations on Buyer’s right to.object.
lb) Buyer is advised to determine whether the Property is situated in a utility or other statutorily
created district providing water, sewer, drainage, or flood control facilities and services,
along with related issues relating to the tax rate, bonded indebtedness, or standby fee of the
district prior to final execution of this contract.
CARLSBAD.CA.082101 -9-
(cl Buyer is advised that the presence of wetlands, toxic substances including lead-based paint
or asbestos and wastes or other environmental hazards, or the presence of a threatened or
endangered species or its habitat may effect Buyer’s intended use of the Property.
(d) Buyer is advised to determine whether the Property adjoins and shares a common boundary
with the tidally influenced submerged lands of the State.
6. I;QIyDITlOIMS.
6.1 . . . mer s QM6aUm to PurchaZg . Buyer shall have no obligation to purchase the Property unless
all of the following conditions precedent have been satisfied:
(a) Title Company issues its title commitment concurrently with the Closing to cause the
Title Policy to be issued as soon as possible thereafter to Buyer;
(b) Buyer has not terminated this Agreement and the transaction described herein on or before
the expiration of the Due Diligence Period as expressly provided in Section 4.2 hereof
(or, with respect to newly disclosed title matters, pursuant to Section 1.14 hereof)
or pursuant to the express provisions of Sections 11.1 or 11.2 hereof; and
. (c) Seller is not in material breach of its obligation to deliver the Deed as required by this
Agreement.
I I . 6.2 To . Seller shall have no obligation to sell the Property to Buyer unless all of
the following conditions precedent have been satisfied:
(a) Seller and the Title Company shall have received reasonably acceptable documentation
evidencing Buyer’s authority to consummate the transactions described herein and the
authority of the individuals executing this Agreement on behalf of Buyer to do so;
b) Buyer shall have deposited the Purchase Price and all other amounts required by this
Agreement in Escrow as described herein;
(cl The “Lease” (defined in Section 6.3 below) shall have been fully executed and a complete
original thereof delivered to Escrow or to Seller; and
IdI Buyer shall not be in material breach of any of its representations and obligations under this
Agreement.
6.3 . Ms Lem of Portl~o of Prom. Seller and/or Sellers’ affiliates shall lease back a
portion of the Property pursuant to a written lease in form and content acceptable to each Party in its sole
discretion which shall be negotiated by the Parties during the Due Diligence Period (herein, the “Lease”), and
upon the terms and conditions expressly set forth therein. The mutual execution and delivery of the Lease shall
CARLSBAD.CA.082101 -lO-
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be a condition precedent to closing pursuant to Section 6.2(c) hereof. Either Party’s failure to approve the
Lease in writing prior to the expiration of the Due Diligence Period shall constitute a failure of the foregoing
condition, in which event this Agreement and the Escrow shall terminate and neither Party shall have any
further obligation except for any indemnification obligations pursuant to Section 4.1(c) hereof. Each party shall
execute and deliver to Escrow Holder two (2) counterpart originals of the Lease not less than one (1) business
day prior to Closing.
7. ATIONS -FS OF BUYER AND .
. . 7.1 B_uver’s . Buyer represents and warrants to Seller as follows:
(a) m. Buyer is duly organized, validly formed, and in good standing under the laws
of the State of California and has all requisite power and authority to enter into this Agreement and
to perform its obligations hereunder.
(b) Authorization . The execution, delivery and performance of this Agreement by
Buyer and the consummation of the transactions contemplated hereby have been duly authorized by
all necessary action on behalf of Buyer, and this Agreement constitutes the legal, valid and binding
obligation of Buyer enforceable against it in accordance with each and every one of the terms and
provisions hereof. By their execution hereof, the individual(s) signing below on behalf of Buyer
personally represent and warrant to Seller that they, acting alone, have the full right, power and
authority to execute this Agreement on behalf of Buyer and that Buyer is bound thereby without
further approval, authorization or consent of any kind being required.
(cl No of Law . The execution, delivery and performance of this
Agreement does not and will not: (i) conflict with or violate any provisions of the Articles of
Incorporation or Bylaws of Buyer, if a corporation; (ii) violate, conflict with or result in the breach of
any of the terms of, result in any modification of the effect of, cause any acceleration under,
otherwise give any other contracting party the right to terminate, or constitute a default under any
contract or other agreement to which Buyer is a party, or by or to which any of Buyer’s assets or
properties are bound or subject; (iii) violate any order, judgment, injunction, award or decree of a
court, arbitrator or governmental or regulatory body, foreign or domestic, against or binding upon
Buyer or upon its assets, properties or business, or (iv) violate any statute, law or regulation of any
jurisdiction as such statute, law or regulation relates to Buyer or to the assets, properties or business
of Buyer.
7.2 . . [ . Seller represents and warrants to Buyer as follows:
(al !&ni&r~. Each Seller is duly organized and validly existing under the laws of the State
of California and has all requisite power and authority to enter into this Agreement and to perform
its obligations hereunder.
CARLSBAD.CA.082101 -ll-
i! ‘“., 1 1
,“-: b+
l
bl m . The execution, delivery and performance of this Agreement by
Seller and the consummation by Seller of the transactions contemplated hereby have been duly
authorized by all necessary action on behalf of Seller, and this Agreement constitutes the legal,. valid
and binding obligation of Seller enforceable against it in accordance with each and every one of the
terms and provisions hereof. By their execution below, the individual(s) signing below on behalf of
Seller personally represent and warrant to Buyer that they have the full right, power and authority
to execute this Agreement on behalf of Seller and that Seller is bound thereby without further
approval, authorization or consent of any kind being required.
(4 Noof JAW and . The execution, delivery and performance of this
Agreement does not and will not: (i) conflict with or violate any provisions of the Articles of
Incorporation or ByLaws of Seller; (ii) violate, conflict with or result in the breach of any of the terms
of, result in any modification of the effect of, cause any acceleration under, otherwise give any other
contracting party the right to terminate, or constitute a default under any contract or other
agreement to which Seller is a party, or by or to which any of Seller’s assets or properties are bound
or subject; (iii) violate any order, judgment, injunction, award or decree of a court, arbitrator or
governmental or regulatory body, foreign or domestic, against or binding upon Seller or upon its
assets, properties or business, or (iv) violate any statute, law or regulation of any jurisdiction as such
statute, law or regulation relates to Seller or to the assets, properties or business of Seller.
Id) sand To the current actual knowledge of Mr. John W. Shaw (Director of
Real Estate) and without independent inquiry or investigation of any kind whatsoever other than a
basic inquiry of Mr. Paul Hobbs (Building Administration Staff Manager), Seller is not aware of any
pending litigation, arbitration or claims by third parties directly relating to the Property.
6. COVFlUK@.
6.1 m. Seller covenants with Buyer that, through and including the Closing Date or any earlier
termination of this Agreement, Seller shall not enter into or materially amend any lease or other agreement
(other than the Lease) which would bind Buyer or the Property after Closing which cannot be terminated on
thirty (30) days’ or less notice, without the prior written consent of Buyer which shall not be unreasonably
withheld, conditioned or delayed.
6.2 m. Buyer covenants with Seller that, through and including the Closing Date, Buyer shall not
assign, delegate, transfer, pledge, or in any other way encumber or convey (any of the foregoing being referred
to herein as a “transfer”) any interest of Buyer in or under this Agreement without the prior written consent
of Seller which may be given or withheld in Seller’s sole discretion. Notwithstanding the foregoing, (a) Seller
shall not unreasonably withhold its consent to the vesting of title in any corporation, partnership, limited
liability company or other form of business or estate-planning entity which is wholly owned and controlled by
Buyer, and (b) Buyer may transfer all (but not less than all) of its right, title and interest under this Agreement
and in and to the Property to an entity the sole purpose of which is to act as a tax-deferred exchange
accommodator for Buyer, provided that: (i) any and all such entities shall expressly assume in writing
satisfactory to Seller and thereafter perform all of Buyer’s obligations hereunder and shall provide such
CARLSBAD.CA.082101 -12-
_<, r r :*.-.
- -4
additional documentation and assurances as Seller may reasonably request; (ii) Buyer shall not be released from
any obligations under this Agreement but shall remain jointly and severally liable under this Agreement with
its assignee or transferee; and (iii) any tax-deferred exchange by Buyer shall be at no added obligation, liability,
expense or delay to Seller and Buyer shall be solely responsible for all additional costs incurred in connection
therewith.
9. CLOSING.
9.1 Date. The Closing shall occur on the Closing Date (or if the scheduled Closing Date does
not fall on a business day, the Closing Date shall be the first business day thereafter) at such place as may be
reasonably designated by Seller and the Escrow Holder, or at any other time and place mutually agreed on by
the parties.
9.2 m. To accomplish the sale and transfer of the Property, the parties shall establish an escrow
(the “Escrow”) with Escrow Holder. This Agreement shall constitute Buyer and Seller’s joint escrow
instructions to Escrow Holder, along with such additional escrow instructions as are reasonably required by
Escrow Holder and consistent with the terms and provisions of this Agreement.
9.3 Q&r’s Delirs6iarteEtr;rpyu . Seller shall deliver the following to Escrow Holder at least one (1)
business day prior to the Closing Date:
(a) The Deed;
b) Seller’s affidavit of non-foreign status as contemplated by 26 USCS § 1445, as amended
(the “FIRPTA Affidavit”);
(cl Two (2) properly executed counterpart oriiinals of the Lease (if not already delivered directly
to Buyer prior to such time); and
(4 Originals of the closing documents required by Escrow Holder and/or Title Company for
purposes of the Closing.
9.4 . . efs II- . Buyer shall deliver the following to Escrow Holder at least one (1)
business day prior to the Closing Date:
(4 The Purchase Price in the form of bank wire transfer or other cash equivalent;
lb) Two (2) properly executed counterpart originals of the Lease (if not already delivered directly
to Seller prior to such time); and
Originals of all other closing documents required by the Escrow Holder and/or Title Company
for purposes of the Closing.
CAJUSBAD.CA.082101 -13-
9.5 m. On the Closing Date, Escrow Holder shall close Escrow as follows:
ia) Cause the Deed (marked for return to Buyer) to be recorded inthe Office of the County
Recorder for San Diego County, California which recordation shall also constitute delivery
of the Deed to Buyer;
0-d Confirm the Title Company’s commitment to issue the Title Policy to Buyer (in the form
approved or deemed approved by Buyer during the Due Diligence Period pursuant to Sections
4.1(e) and 4.3 hereof, and subject to Buyer’s rights with respect to newly disclosed title
matters as expressly provided in Section 1.14 hereof) promptly following the Closing;
(4 Prorate all taxes, assessments, and other charges as specified in this Agreement, or, if not
expressly specified in this Agreement, as is reasonably customary in the geographical vicinity
of the Property (with the parties remaining obligated to make such prorations and
adjustments after Closing and outside of escrow in accordance with the provisions and/or
intent of this Agreement);
(4 Disburse the Purchase Price to Seller less any Closing Costs to be paid by Seller (with such
allocations and apportionments among Seller as Seller may elect in writing in its sole
discretion);
(4 Charge Seller and Buyer for those costs and expenses to be paid by Seller and Buyer
pursuant to this Agreement and disburse any net funds remaining after the preceding
disbursements to Seller (with such allocations and apportionments among Seller as
Seller may elect in writing in its sole discretion);
if) Prepare and deliver to each of Buyer and Seller one (1) signed copy of Escrow Holder’s
closing statement showing all receipts and disbursements of the Escrow;
(9) Deliver the FIRPTA Affidavit to Buyer; and
(hJ Deliver to each party one (1) complete original of the Lease as executed and delivered in
counterparts by each Party (if not already exchanged directly between the Parties prior to
said time).
9.6 . m . Possession of the Property shall be delivered to Buyer at 5:00 p.m. on the Closing Date,
subject to all matters (including, without limitation, title matters, and any matters which would be
disclosed by an inspection or survey) which were approved or deemed approved by Buyer during the
Due Diligence Period. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and
against all claims, losses, costs, damages, liabilities and expenses (including, without limitation,
reasonable attorneys’ fees and costs of suit and collection) which are suffered by Buyer by reason
of any claims or damages by a person or entity in possession of the Property or any portion thereof
prior to Closing. From and after the Closing, the Lease shall govern the parties’ rights and obligations
CARLSBAD.CA.082101 -14-
with respect to the continued possession of certain portions of the Property by the Seller-related
entities named as tenants therein.
10. CLOSlNGCOSTS.
10.1 ws C&& At Closing, Escrow Holder shall charge Seller for the following Closing Costs:
(a) The commission to be paid to Seller’s Broker in accordance with Section 12.6 below.
10.2 mer’s Cm. At Closing, Escrow Holder shall charge Buyer for the following Closing Costs:
(4 The recording charges in connection with recordation of the Deed;
(bJ The escrow fee charged by Escrow Holder;
(4 All costs and premiums for the Title Policy and any endorsements thereto;
(4 All costs associated with Buyer’s financing, if any;
(4 The cost of the Survey if not previously paid by Buyer;
if) All City and County documentary transfer taxes which are applicable to this transaction;
(a) Except as expressly set forth above, all other closing costs and expenses.
10.3 Real. Real property taxes, assessments and similar charges shall be prorated
through the Escrow as of the Closing based on the most current real property tax bill then available, with the
end result that each party shall remain liable for any taxes, assessments and similar charges applicable to their
respective period of ownership of the Property. Any additional property taxes which may be assessed after
the Closing but which relate to a period prior to the Closing, and any rebates, refunds or tax reductions
applicable to the Property, regardless of when notice of those taxes is received or who receives the notice,
shall be prorated by the parties outside of Escrow in accordance with this Agreement (i.e., based upon each
party’s period of ownership of the.Property as stated above).
11. BLSKOFLOSS.
. 11.1 Condemnstlan. Prior to Closing, risk of loss of the Property by condemnation shall be borne by
Seller. Seller agrees to provide Buyer with prompt written notice of any actual or threatened condemnation
of which Seller has Knowledge. If there is any taking or condemnation of the entire Property or any material
portion thereof prior to the Closing (for purposes of the foregoing, “material” shall mean a taking or
condemnation of more than 10% of the square footage of the building or a taking or condemnation of such
other portion of the Property as shall substantially and materially impair the use of the Property), then either
party may at its option terminate this Agreement by written notice to the other party delivered no later than
CARLSBAD.CA.082101 -15-
ten (10) days following Seller’s notice to Buyer of such taking. If neither party terminates this Agreement as
provided herein, the parties shall be deemed to have elected to proceed with the transactions described herein,
the Closing shall occur as set forth herein, and Buyer shall be entitled to all condemnation awards payable as
a result of such taking; provided, however, that in no event shall Buyer be entitled to receive any award in
excess of the Purchase Price in the event of a total condemnation, or, in the event of a partial condemnation,
in excess of the proportionate share of the condemnation award which represents the portion of the Property
so taken and its relation to the Purchase Price, and Seller shall be entitled to all awards in excess of such
amounts.
. 11.2 DamaPe . Prior to Closing, risk of loss of the Property by damage or destruction shall
be borne by Seller. Seller agrees to provide Buyer with prompt written notice of any damage to or destruction
of the Property of which Seller has Knowledge. In such event the parties’ rights and obligations shall be as
follows:
(a) If the Repair Cost is twenty-five percent (25%) of the Purchase Price or less, then Buyer shall
accept the Property at Closing subject to such damage or destruction and Buyer shall be entitled to
any insurance proceeds actually received therefrom. However, Buyer shall not be entitled to receive
any insurance proceeds in excess of the Repair Cost, including, without limitation, replacement costs,
restoration costs, diminution in value, or other compensable loss, and Seller shall be entitled to all
insurance proceeds in excess of the Repair Cost. As use’d herein, the term “Repair Cost” means an
estimate of the actual cost to repair the damage attributable to such damage or destruction and
obtained by Seller within thirty (30) days following the event of damage or destruction from a
reputable, licensed independent contractor selected by Buyer and Seller and licensed to do business
in the State of California.
b) If the Repair Cost exceeds twenty-five percent (25%) of the Purchase Price, then either
Seller or Buyer shall have the right to terminate this Agreement exercisable only by giving written
notice to the other party of such election within thirty (30) days after the determination of the Repair
Cost. If neither party exercises its termination right, then Buyer shall accept the Property at Closing
subject to such damage or destruction and the Closing shall occur as set forth herein, and Buyer shall
be entitled to all insurance proceeds received as a result of such damage or destruction. However,
Buyer shall not be entitled to receive any insurance proceeds in excess of the Purchase Price in the ,
event of a total damage or destruction, or in excess of the Repair Cost in the event of a partial
damage or destruction, including, without limitation, replacement costs, restoration costs, diminution
in value, or other compensable loss, and Seller shall be entitled to all insurance proceeds in excess of
the Purchase Price or the Repair Cost in such situations, respectively.
id If the Closing Date would otherwise occur during a time period described in this Section 11.2,
then the Closing Date shall be extended to a date which is ten (10) days following the expiration of
such time period, but in no event shall any such extension pursuant to this provision cause the Closing
Date to be later than ninety (90) days after the date of opening of Escrow.
CAlUSBAD.CA.082101 -16-
12. WQPROYIS1ONS.
. . . . . - 12.1 Entire . This Agreement I,* . . **u I * constitute the entire understanding and agreement of the parties with
respect to the subject matter hereof and supersedes and replaces all prior understandings, communications
and agreements of any kind, whether verbal or in writing. There are no other promises, covenants,
understandings, agreements, representations or warranties with respect to the subject matter of this
Agreement except as expressly set forth herein. ‘This Agreement and each of its provisions may not be
modified, amended, terminated or waived except pursuant to a written instrument duly executed and
acknowledged by the parties hereto, or their successors in interest. No delay, omission or election of remedies
by any party hereto in exercising any right or power hereunder shall impair any such right or remedy or
constitute a waiver thereof, unless expressly stated in a written instrument duly executed by such benefitted
party. A waiver of any covenant, condition or term set forth herein shall not be construed as a waiver of any
succeeding breach of the same or other covenant, condition or term.
. . . 12.2 Nod paw . Buyer shall not transfer or delegate
any of its right, title or interest under this Agreement or otherwise with respect to the Property except as
expressly permitted in this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the respective parties hereto and their heirs, estates, personal representatives, successors
and assigns. This Agreement is made and entered into for the sole benefit of the parties hereto and such
parties do not intend to create any rights or benefits for any other person or entity and expressly disclaim the
same.
. . I m . . . 12.3 Intenlretatlon. . This Agreement has been negotiated at arm’s
length and between persons sophisticated and knowledgeable in business and real estate matters and with the
advice of legal counsel. Any rule of law or legal decision which would require interpretation of this Agreement
against the party which drafted it is not applicable and is expressly waived. The provisions of this Agreement
shall be interpreted in a reasonable manner to effect the purposes of the parties and this Agreement. The
section headings, captions and arrangement of this Agreement are solely for the convenience of the parties
and shall not in any way affect, limit, amplify, or modify the terms or provisions of this Agreement. The
singular herein shall include the plural and vice versa, and gender references herein shall include all genders.
If any provision of this Agreement is unenforceable for any reason, such unenforceability shall not invalidate
this Agreement but the balance of this Agreement shall remain in full force and effect to the fullest extent
permitted.
. . . 12.4 m . This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all such counterparts together shall constitute one and
the same instrument. The parties authorize Escrow Holder to remove the signature pages of one or more of
the counterpart copies and attach the same to another original of this Agreement. This Agreement may also
be executed and delivered by facsimile and the same shall constitute a valid and binding agreement upon mutual
delivery, provided that each Party shall nonetheless remain obligated to deliver its executed original of this
Agreement by any of the other means permitted by this Agreement.
CARLSBAD.CA.082101 -17-
12.5 Iim&gmm . Time is of the essence as to each and every obligation contained in this Agreement
to be performed by either party, including, without limitation, in Buyer’s timely disapproval of any matters
pertaining to the Property, the expiration of the Due Diligence Period, and the Closing Date. If the date for the
performance of any obligations arising hereunder, or the date upon which any notice shall be given, is a
Saturday, Sunday or any legal holiday under the laws of the State in which the Property is located, then such
date shall be extended to the next business day immediately succeeding such Saturday, Sunday or legal
holiday.
. 12.6 Qmuu&iw . This Agreement shall be governed by and construed and enforced under the laws
of the State in which the Property is located. The parties hereby consent to the subject matter jurisdiction,
personal jurisdiction and venue of the United States Federal District Courts and State Courts of the San Oiego
County, California.
t 12.7 w . In the event any party hereto shall bring any action or other proceeding against the
other with respect to the breach, interpretation or enforcement of this Agreement, the losing or non-prevailing
party in such proceeding or other matter shall pay the prevailing party all reasonable costs incurred therein,
including, without limitation, reasonable attorneys’ fees, costs of suit, appeal and collection, in such amounts
as may be determined by the trier of fact having jurisdiction thereof.
I . . 12.6 Bralrenr . Seller’s broker for all purposes in this transaction is Business Real Estate
Brokerage, Inc. (Attn: Louay Alsadek and Rick W. Reeder), telephone (760) 431-4200, telecopier (760) 431.
7656 (“Seller’s Broker”). Buyer’s broker for all purposes in this transaction is Coldwell Banker Commercial
(Attn: Douglas G. Simpson and Lannie R. Allee), telephone (760) 5175831, telecopier (760) 517-5877
(“Buyer’s Broker”). Seller’s Broker shall have no duties, obligations or liabilities of any kind to Buyer or to
Buyer’s Broker with respect to the Property, this Agreement, or this transaction, and Buyer expressly releases
Seller’s Broker from the same. Seller shall pay Seller’s Broker a commission pursuant to a separate written
agreement if and only if the escrow closes as provided in this Agreement. Buyer’s Broker shall be entitled to
a portion of the commission paid to Seller’s Broker pursuant to a separate written agreement between Seller’s
Broker and Buyer’s Broker if and only if the escrow closes as provided in this Agreement. The Staubach
Company has been retained by Seller as Seller’s consultant pursuant to separate written agreement and shall
have no brokerage duties in this transaction to either party. Seller shall have no obligation for any
commissions, fees, compensation or other payments to Seller’s Broker or to Buyer’s Broker or to any other
broker, finder or similar person or entity except in strict accordance with the foregoing. In the event any claim
is made by any person or entity other than Seller’s Broker or Buyer’s Broker for any real estate commissions,
fees or other compensation in connection with this Agreement or this transaction and based upon any
agreements, understandings, dealings or communications with a particular party, such party shall indemnify
and hold all other parties harmless from the same and from any loss, cost, damage, or expense, including,
without limitation, attorneys’ fees and costs of suit, appeal and collection, which such other parties may
realize, suffer or incur therefrom.
12.9 No. Neither party is the agent or representative of the other party, and the
parties shall not indicate otherwise to any other person. Nothing in this Agreement, nor the acts of the parties,
CARLSBAD.CA.082101 -18-
\ ^ L -/. ! ., i
12.10 ws II&&. If the purchase and sale of the Property is not consummated as a direct result of
Seller’s default under this Agreement, Buyer shall have the right to require specific performance of Seller’s
obligations under this Agreement; in the alternative, Buyer may elect to terminate the Escrow and pursue any
remedies available at law to recover Buyer’s reasonable out-of-pocket expenses paid to third parties (including,
without limitation, third party consultants) directly for Buyer’s due diligence activities relating to the Property.
Except as stated in the preceding provisions, Buyer shall have no recourse to the assets, properties or funds
of Seller or any of Seller’s officers, directors, shareholders, employees, partners, parent companies,
subsidiaries, affiliates, agents, or representatives, it being expressly acknowledged and agreed that Buyer’s
sole recourse with respect to any default by Seller shall be limited to the Property and the proceeds thereof.
The obligations and liabilities of each particular Seller shall be limited to those obligations and liabilities under
this Agreement which relate only to the Property which is owned by such particular Seller. Without limitation
of the foregoing, the liability of Sellers hereunder is several and not joint.
12.11 m. All notices, demands or other communications between the parties hereto shall be in writing
and shall be deemed delivered when personally delivered to a party, upon delivery (or attempted delivery if
attempted during business hours) if sent by reputable overnight courier, or, if mailed, three (3) days after
deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested,
addressed to the parties as follows:
If to Buyer: Raymond R. Patchett, City Manager
1200 Carlsbad Village Drive
Carlsbad, California 92008
Telephone: (760) 434-2821
Telecopier: (760) 7209461
with copy to:
If to Seller:
Cynthia Haas, Economic Development Director
1635 Faraday Avenue
Carlsbad, .California 92008
Telephone: (760) 602-2732
Telecopier: (760) 602-8560
F.I.G. HOLDING COMPANY
FARMERS INSURANCE EXCHANGE
TRUCK INSURANCE EXCHANGE
FIRE INSURANCE EXCHANGE
4680 Wilshire Boulevard, Fourth Floor
Los Angeles, California 90010
Attn: John W. Shaw
Telephone: (323) 932-3792
Telecopier: (323) 964-8094
A party may change its address for notice purposes by notice given in the manner set forth above.
CARLSBAD.CA.082101 -19-
A party may change its address for notice purposes by notice given in the manner set forth above.
12.12 s. Upon the reasonable request from time to time of any party to this Agreement,
all other parties agree to execute, have notarized and deliver any further documents and instruments and to
take such further actions as may be reasonably necessary or appropriate to carry out the purpose and intent
of this Agreement. Without limitation of the foregoing, after the Closing the parties shall cooperate reasonably
and promptly to implement any prorations or adjustments required by this Agreement.
. . 12.13 wer of Relocation . Seller is and has been made aware of the provisions of the
Relocation Assistance Act (California Government Code 50 7260 et seq.), and herein agrees to waive any and
all benefits and protection of that Act. Seller agrees to this waiver after consulting with its attorneys,
and being advised of the full implications of this waiver.
12.14 wed Exchange . Buyer shall cooperate fully in any tax-deferred exchange
(including, without limitation, pursuant to Internal Revenue Code 0 1031 and/or 5 1033) which Seller may elect
in its sole discretion to conduct with respect to this transaction, provided that the same shall be at
no additional expense to Buyer. The foregoing shall include, without limitation, Buyer’s execution and delivery
of all appropriate documents consenting to the assignment of Seller’s rights and obligations hereunder and in
the Escrow to one or more tax-deferred exchange accommodators.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below their
signatures.
“SELLER”
F.I.G. HOLDING COMPANY
By:
Its:
By:
“BUYER”
ATT ST: 1 .fl /’
,,,41 Lorraine M. Wood,
‘- _I- City Cler I’
CARLSBAD.CA.082101 -2o-
FARMERS INSURANCE EXCHANGE
Vice-President
TRUCK INSURANCE EXCHANGE
By:
Vice-President
FIRE INSURANCE EXCHANGE
By:
Vice-President
DATED: 12. -f3 ,200l DATED’: ,200l
CARLSBAD.CA.082101 -21-
I
Plense complete this in/orntcltion
RECORDING REQUESTED BY: F47-U
G~AJ- 0-1
(Please fill in dccument tiUe(s) on this line)
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
(Additional recording fee applies)
PYORDMG REQUESTED BY:
First American Title
AND WHEN RECORDED MAIL TO:
C't of Carlsbad 1635 FARADAY AVENUE
CARLSBAD, CALIFORNIA
004076
I SPACE ABOVE THlS LINT IS FOR RECORDEXS USE
A.P.N.: 212-062-12 OrderNo.: 1267541-2 Escrow No.: 04012272 MN
GRANT DEED
THE UNDERSIGNED GRANTOR@) DECLARE(S) THAT DOCUMENTARY TRANSFER TAX IS NONE.
FOR A VALUABLE CONSIDERATION receipt of which is hereby acknowledged,
F.I.G. Holding Company, a California corporation, as successor by merger to A.I.F. Holding Company, a California corporation
hereby GRANT@) to City of Carlsbad, a municipal corporation
the following described real property in the County of San Diego, State of California:
Legal description is attached hereto and made a part hereof as Exhibit "A.
F.I.G. Hdding Company, a Califomiarpmaration
COUNB OF- I c- f3GlA+.St4
STATE OF CALIFORNI
On LC. L
personally appeared 30hn WbFf%% Od @s 21 0 kktcrdY - personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)ie/are subscribed to the within
instrument and acknowledged to me that helshelthey executed the same in hishaltheir authorized capacity(ies), and that byl&kr/their signature(s)
on the instrument the person(s) or the entity upon behalf of which the person acted, execu
Signature
This area for official notarial seal
MAIL TAX STATEMENTS TO: SAME AS ABOVE or Address Noted Below
Name Street Address City & State
9*5 Vlsion Form GD
LEGAL DESCRIPTION
PARCEL B: 0040'77
PARCEL 1 OF PARCEL MAP NO. 14258, IN THE CITY OF CAFZSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF S,QJ DEGO
COUNTY, APRIL 18,1986 AS FILENO. 86-151574 OF OFFICIAL RECORDS.
PARCEL B1:
AN EASEMENT FOR INGRESS AND EGRESS OVER, ALONG AND ACROSS THAT PORTION OF
PARCEL 2 OF PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DEGO
STRIP OF LAND 30 FEET IN WIDTH, LYING 15 FEET AT RIGHT ANGLES ON EACH SIDE OF
THE FOLLOWING DESCRIBED LINE:
COUNTY, APRIL 18, 1986 AS FILE NO. 86-151574 OF OFFICIAL RECORDS, LYING WITHIN A
BEGINNTNG AT THE NORTHEAST CORNER OF SAID PARCEL 2, SAID POINT BEING ON THE
SOUTHEASTERLY SIDELINE OF FARADAY AVENUE AND ALSO BEING THE TRUE POINT OF
BEGINNBIG, THENCE SOUTH 22"15'17" EAST, 15.45 FEET TO THE BEGINNING OF AN 80 FOOT
RADIUS CURVE, CONCAVE SOUTHWESTERLY, THENCE SOUTHERLY ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 29'03'24", 40.57 FEET; THENCE SOUTH
6"48'07" WEST, 219.47 FEET TO THE POINT OF TERMINUS. THE SIDELINES OF SAID STRIP
SHALL BE PROLONGED AND/OR FORESHORTENED AT THE CURVE AND SO AS TO
TERMINATE ON THE SOUTHEASTERLY SIDELINE OF FARADAY AVENUE.
PARCEL B2:
AN EASEMENT FOR INGRESS AND EGRESS OVER, ALONG AND ACROSS THAT PORTION OF
PARCEL 2 OF PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
STRIP OF LAND 24 FEET IN WIDTH, LYING 12 FEET AT RIGHT ANGLES ON EACH SIDE OF
THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2, SAID POINT BEING ON THE
SOUTHEASTERLY SIDELME OF FARADAY AVENUE ON A 558 FOOT RADIUS CURVE,
CONCAVE SOUTHEASTERLY, A RADIAL TO SAID PO" BEARS NORTH 28"31'48" WEST;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL
ANGLE OF 7"59'12", 77.78 FEET TO THE TRUE POINT OF BEGINNIN@ THENCE LEAVING SAID
CURVE, SOUTH 11"OO'OO" EAST, 126.17 FEET TO THE BEGINNING OF A 40 FOOT RADIUS
CURVE, CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID
CURVE, THROUGH A CENTRAL ANGLE OF 29"24'22", 20.53 FEET; THENCE SOUTH 40'24'22"
EAST, 20.60 FEET; THENCE S,OUTH 83'1 1'53" EAST, 203.03 FEE?'TO THE POINT OF TERh4INIJS.
THE SIDELINES OF SAID STRIP SHALL BE PROLONGED AND/OR FORESHORTENED AT THE
COUNTY, APRIL 18, 1986 AS FILE NO. 86-151574 OF OFFICIAL RECORDS, LYING WITHIN A
CURVE, ANGLE POINT, AND SO AS TO TERMINATE ON THE SOUTHEASTERLY SIDELINE OF
FARADAY AVENUE.
004078
PARCEL B3:
AN EASEMENT FOR THE CONSTRUCTION, USE AND MAINTENANCE OF PRIVATE STORM
SEWERS AND PRIVATE DRAINAGE FACILITIES OVER THAT PORTION OF PARCEL 1 OF
PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
LAND 10 FEET IN WIDTH, LYING 5 FEET AT RIGHT ANGLES ON EACH SIDE OF THE
FOLLOWING DESCRIBED LINES:
BEGKNNING AT THE NORTHWEST CORNER OF SAID PARCEL 2, SAID POW BEING ON THE
SOUTHEAST SIDELINE OF FARADAY AVENUE ON A 558 FOOT RADIUS CURVE, CONCAVE
SOUTHEASTERLY, A RADIAL TO SAID POINT BEARS NORTH 28"31'48" WEST; THENCE
NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF
0"33'48", 5.49 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CURVE,
SOUTH 29'20'11" EAST, 32.82 FEET; THENCE CONTINUING SOUTH 29°20'11" EAST, 124.29
FEET; THENCE SOUTH 44O16'58" EAST, 344.78 FEET TO THE POINT OF TERMINUS.
THE SIDELINES OF SAID STRIP SHALL BE PROLONGED AND/OR FORESHORTENED AT THE
ANGLE POINT AND SO AS TO TERMINATE ON THE SOUTHEASTERLY SIDELINE OF
FARADAY AVENUE.
PARCEL C
PARCEL 3 OF PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
APRIL 18, 1986 AS FILE NO. 86-151574 OF OFFICIAL RECORDS, LYING WITJ3IN A STRIP OF
COUNTY, APRIL 18,1986 AS FILENO. 86-151574 OF OFFICIAL RECORDS.
Q04079
CERTIFICATION FOR ACCEPTANCE DEED
This is to certify that the interest in real property conveyed by the grant deed
dated December 17, 2001, from F.1.G Holding Company, a California
corporation, as successor by merger to A.1.F Holding Company, a California
corporation, to the City of Carlsbad, a municipal corporation, is hereby accepted
by the City Council of the City of Carlsbad, California pursuant to Ordinance No.
NS-422, adopted on September 16, 1997, and the grantee consents to the
recordation thereof by its duly authorized officer.
DATED: December 18,2001
Q5%4& M& JUICE BREITENFELW
DGputy City Clerk -
Please compk this informa!iom
RECORDING REQUESTED BY:
DOC #I 2002-0000498
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORh"TION (Additional recording fee applies)
FSCORDMG REQUESTED BY: I First American Title
AND WHEN RECORDED MW TO:
City of Carlsbad 1635 FARADAY AVENUE
CAKLSBAD, CALIFORNIA
004071
I SPACE ABOVE THIS LINE IS FOR RECORDER'S USE
A.P.N.: 212-062-13, 14 OrderNo.: 1267541-2 Escrow No.: 04012272 MN
GRANT DEED
THE UNDERSIGNED GRANTOR@) DECLARE@) THAT DOCUMENTARY TRANSFER TAX IS NONE.
FOR A VALUABLE CONSIDERATION receipt of which is hereby acknowledged,
Farmers Insurance Exchange, an interinsurance exchange ; Truck Insurance Exchange, an interinsurance exchange; and Fire Insurance Exchange, an
interinsurance exchange
hereby GRANT(S) to City of Carlsbad, a municipal corporation
the following described real property in the County of San Diego, State of California:
Legal description is attached hereto and made a part hereof as Exhibit "A
Truck Insurance
Document Date: December 17,2001
STATE OF CALIFORNIA )SS
COUNTY OF )
On f41wOY before me,
personally appeared ldS2 10 I& CdV
personally known to me (or proved to me'on the basis of satisfactory evidence) to be the persond whose nameMiisilydsubscribed to the within
on the instrument the personld(or the entity upon behalf of which the person acted, executed th
instrument and acknowledged to me that heisbelthey executed the same in hidherUhr authorized capacitfiies), and that by hidheritheir signatureM
-
Signature
MAIL TAX STATEMENTS TO: SAME AS ABOVE or Address Naled Below
Name Street Address City & Stale
415 won Fm GD
6Y 1 !3 IT "A604072
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO, AND IS DESCIUBED AS FOLLOWS:
PARCEL A
PARCEL 2 OF PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY,APiUL. 18, 1986ASFILENO.86-151574OFOFFiCIALRECORDS.
PARCEL AI:
AN EASEMENT FOR INGRESS AND EGRESS OVER, ALONG AND ACROSS THAT PORTION OF
PARCEL 1 OF PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
STRIP OF LAND 30 FEET IN WIDTH, LYING 15 FEET AT RIGHT ANGLES ON EACH SIDE OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2, SAID POINT BEING ON THE
SOUTHEASTERLY SIDELINE OF FARADAY AVENUE! AND ALSO BEING THE TRUE POINT OF
BEGINNING; THENCE SOUTH 22"15'17" EAST, 15.45 FEET TO THE BEGINNING OF AN 80 FOOT
RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHERLY ALONG THE ARC OF
SAID CURVE THROUGH A CENTRAL ANGLE OF 29O03'24", 40.57 FEET; THENCE SOUTH
6"48'07" WEST, 219.47 FEET TO THE POINT OF TERMINUS. THE SIDELINES OF SAID STRIP
SHALL BE PROLONGED AND/OR FORESHORTENED AT THE CURVE AND SO AS TO
TERMINATE ON SOUTHEASTERLY SIDELINE OF FARADAY AVENUE.
PARCEL A2:
AN EASEMENT FOR INGRESS AND EGRESS OVER, ALONG AND ACROSS THAT PORTION OF
PARCEL 1 OF PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FLED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
STRIP OF LAND 24 FEET IN WIDTH, LYING 12 FEET AT RIGHT ANGLES ON EACH SIDE OF
THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2, SAID POINT BEING ON THE
SOUTHEASTERLY SIDELINE OF FARADAY AVENUE ON A 558 FOOT RADIUS CURVE
THFNCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
CONCAVE SOUTHEASTERLY, A RADIAL TO SAID POINT BEARS NORTH 28"31'48" WEST;
ANGLE OF 7O59'12", 77.78 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID
CURVE SOUTH 11"OO'OO" EAST, 126.17 FEET TO THE BEGINNING OF A 40 FOOT RADIUS
CURVE CONCAVE NORTHEASTERLY THENCE SOUTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 29"24'22", 20.53 FEET THENCE SOUTH 40'24'22"
THE SIDELINES OF SAID STRIP SHALL BE PROLONGED AND/OR FORESHORTENED AT THE
EAST, 20.60 FEET; THENCE SOUTH 83"11'53" EAST, 203.03 FEET TO THE POINT OF TERMINUS.
CURVE, ANGLE POINT, AND SO AS TO TERMINATE ON SOUTHEASTERLY SIDELINE OF
FARADAY AVENUE.
COUNTY, APRIL 18, 1986 AS FILE NO. 86-151574 OF OFFICIAL RECORDS, LYING WITHIN A
COUNTY, APRIL 18, 1986 AS FILE NO. 86-151574 OF OFFICIAL RECORDS, LYWG WITHIN A
004073
LEGAL DESCRIPTION
PARCEL A3:
AN EASEMENT FOR THE CONSTRUCTION, USE AND MAINTENANCE OF PRIVATE STORM
SEWERS AND PRIVATE DRAINAGE FACILITIES OVER THAT PORTION OF PARCEL 1 OF
PARCEL MAP NO. 14258, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
LAND 10 EET IN WIDTH, LYING 5 FEET AT RIGHT ANGLES ON EACH SIDE OF THE
APRIL 18, 1986 AS FILE NO. 86-151574 OF OFFICIAL RECORDS, LYING WITHIN A STRIP OF
FOLLOWING DESCRIBED LINES:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2 SAID POINT BEING ON THE
SOUTHEAST SIDELINE OF FARADAY AVENUE ON A 558 FOOT RADIUS CURVE CONCAVE
SOUTHEASTERLY, A RADIAL TO SAID POINT BEARS NORTH 28"31'48" WEST; THENCE
NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF
0°33'48", 5.49 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CURVE
SOUTH 29"20'11" EAST, 32.82 FEET; THENCE CONTINUING SOUTH 29'20'11" EAST, 124.29
FEET; THENCE SOUTH 44"16'58" EAST, 344.78 FEET TO THE POINT OF TEFWNJS.
THE SIDELINES OF SAID STRIP SHALL BE PROLONGED AND/OR FORESHORTENED AT THE
ANGLE POINT AND SO AS TO TER"ATE ON THE SOUTHEASTERLY SIDELINE OF
FARADAY AVENUE.
004074
CERTIFICATION FOR ACCEPTANCE DEED
This is to certify that the interest in real property conveyed by the grant deed
dated December 17, 2001, from Farmers Insurance Exchange, an interinsurance
eychange; Truck Insurance Exchange, and interinsurance exchange; and Fire
Insurance Exchange, and interinsurance exchange, to the City of Carlsbad, a
municipal corporation, is hereby accepted by the City Council of the City of
Carlsbad, California pursuant to Ordinance No. NS-422, adopted on September
16, 1997, and the grantee consents to the recordation thereof by its duly
authorized officer.
DATED: December 17,2001
&NICE BREITENFEL~)
VDeputy City Clerk
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