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HomeMy WebLinkAbout2006-11-21; City Council; 18816 part 3; Purchase Agreement Public Financing Authority Revenue Bonds 2006 Series A Carlsbad Golf Course13133-01 JH:CKL Execution Version PURCHASE AGREEMENT CARLSBAD PUBLIC FINANCING AUTHORITY Revenue Bonds 2006 Series A (Carlsbad Golf Course Project) December 8, 2006 Carlsbad Public Financing Authority City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Ladies and Gentlemen: The undersigned (the "Underwriter") offers to enter into this purchase agreement (the "Purchase Contract") with the Carlsbad Public Financing Authority (the "Authority") and the City of Carlsbad (the "City"), which Purchase Contract will be binding upon the Authority, the City, and the Underwriter upon the acceptance hereof by the City and the Authority. This offer is made subject to its acceptance by the Authority and the City by execution of this Purchase Contract and its delivery to the Underwriter on or before 5:00 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture of Trust (as hereafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase, and the Authority hereby agrees to cause to be delivered to the Underwriter, all (but not less than all) of the $18,540,000 aggregate principal amount of the Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A, (Carlsbad Municipal Golf Course Project) (the "Bonds") at a purchase price of $18,720,964.45 (being an amount equal to the principal amount of the Bonds, pins a net original issue premium of $296,839.45 and less an Underwriter' discount of $115,875.00). 2. Purpose; Authorizing Instruments and Law. (a) Purpose. The Bonds are being issued to provide funds to finance a portion of the costs of acquisition, construction and improvement of the Carlsbad Municipal Golf Course (the "Golf Course"), to fund a reserve fund, to capitalize a portion of the interest on the Bonds, and to pay the costs of issuing the Bonds. (b) Authorizing Instruments. The Authority will issue the Bonds pursuant to the following: (i) an Indenture of Trust, dated as of December 1, 2006 (the "Indenture of Trust"), by and between the Authority and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), (ii) Section 6584 et sec/, of the Joint Exercise of Powers Act, constituting Articles 1 through 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (commencing with Section 6500) (the "Act") and (iii) a resolution of the Authority adopted on November 21, 2006 (the "Authority Resolution"). The Bonds are special, limited obligations of the Authority, payable solely from the following: (i) "Net Revenues" of the Golf Course, (ii) lease payments ("Lease Payments") payable by the City pursuant to a Lease Agreement, dated as of December 1, 2006 (the "Lease Agreement"), to the extent necessary, and (iii) certain funds held under the Indenture. The Bonds shall be as described in the Indenture of Trust and the Official Statement (as defined below). The City has leased its interests in the Golf Course site to the Authority pursuant to a Site Lease, dated as of December 1, 2006 (the "Site Lease") between the Authority and the City. The Authority has contemporaneously leased back its interest in the Golf Course site and improvements thereon to the City under the Lease Agreement. The Authority's interests under the Lease Agreement, including the right to receive the Lease Payments, have been assigned to the Trustee pursuant to an Assignment Agreement (the "Assignment Agreement") dated as of December 1, 2006. The City is obligated to make Lease Payments under the Lease Agreement only if and to the extent Net Revenues of the Golf Course are insufficient to pay debt service on the Bonds. Payment of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy (the "Bond Insurance Policy") to be issued by Ambac Assurance Corporation (the "Bond Insurer") simultaneously with the delivery of the Bonds. 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of Official Statement; Continuing Disclosure. Pursuant to the Authority Resolution and a resolution of the City adopted on November 21, 2006 (the "City Resolution"), the Underwriter has distributed copies of the Preliminary Official Statement dated November 30, 2006, relating to the Bonds (the "Preliminary Official Statement") to prospective purchasers of the Bonds. By their acceptance of this proposal, the Authority and the City hereby ratify such use by the Underwriter of the Preliminary Official Statement; and the Authority and the City agree to approve a final Official Statement relating to the Bonds (the "Official Statement") which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of the City, the Authority and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 6(0) and 7(n) hereof. The Underwriter hereby agrees to deposit the Official Statement with a nationally recognized municipal securities information repository. The City and the Authority hereby authorize the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement, the Indenture of Trust, the Lease Agreement, the Site Lease, the Assignment Agreement, the Management Agreement relating to the Golf Course (the "Management Agreement") between the Authority and Kemper Sports Management, Inc. (the -2- "Operator") and this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the City and the Authority to the Underwriter in connection with the transactions contemplated by this Purchase Contract. The City, on behalf of itself and the Authority, will undertake, pursuant to a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), to provide certain annual financial information and notices of the occurrence of certain events, if material. A description of such undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. 5. The Closing. At 8:00 a.m., California time, on December 20, 2006 (the "Closing Date") or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City, the Authority and the Underwriter, the Authority will cause to be delivered (i) the Bonds, through the facilities of The Depository Trust Company, to the Underwriter in New York, New York, and (ii) the dosing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation ("Bond Counsel"), San Francisco, California, or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in immediately available funds. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing." The Bonds will be issued in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice to the Authority not later than five business days prior to Closing. 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter that: (a) Due Organization, Existence and Authority. The Authority is a joint exercise of powers authority duly organized and existing under the laws of the State of California (the "State"), with full right, power and authority to issue the Bonds, to adopt the Authority Resolution and to execute, deliver and perform its obligations under this Purchase Contract, the Bonds, the Indenture of Trust, the Lease Agreement, the Site Lease, the Assignment Agreement and the Management Agreement (collectively, the "Authority Documents") and to carry out and consummate the transactions on its part contemplated by the Authority Documents and the Official Statement. (b) Due Authorization and Approval. By all necessary official action of the Authority, the Authority has duly authorized and approved the issuance of the Bonds and the execution and delivery of, and the performance by the Authority of the obligations on its part contained in the Authority Documents; and as of the date hereof, such authorizations and approvals, including the Authority Resolution, are in full force and effect and have not been amended, modified or rescinded. The Authority has complied, and will at the Closing be in compliance in all respects, with its obligations under the Authority Documents. (c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain and up to and including the Closing will contain no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. -3- (d) Underzvriter's Consent to Amendments and Supplements to Official Statement. The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) Authority Agreement to Amend or Supplement Official Statement. If after the date of this Purchase Contract and until 25 days after the end of the "underwriting period" (as defined below), any event occurs as a result of which the Official Statement as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and, in the reasonable opinion of the Underwriter, an amended or supplemented Official Statement should be delivered in connection with the offer or sale of the Bonds to reflect such event, the Authority promptly will prepare at its expense an amendment or supplement which will correct such statement or omission and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. Unless the Underwriter otherwise advises the Authority in writing that the end of the underwriting period shall be another specified date, the end of the underwriting period shall be the day of Closing. (f) No Material Change in Finances. At the time of the Closing, there shall not have been any material adverse changes in the financial condition of the Authority since the date hereof. (g) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, the Authority is not and will not be, in any manner which would adversely affect the transactions on the part of the Authority contemplated hereby and by the Authority Documents, in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute, in any manner which would adversely affect the transactions on the part of the Authority contemplated hereby and by the Authority Documents, a default or event of default under any such instrument; and, as of such times, the authorization, execution and delivery of the Authority Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents. -4- (h) No Litigation. As of the time of acceptance hereof and as of the date of the Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served with process, or to the best knowledge of the Authority after due investigation, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution and delivery of the Bonds, or in any way contesting or affecting the validity of the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of interest evidenced and represented by the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents; (iii) which may result in any material adverse impact on the financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no known basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (i) Permitted Encumbrances. As of the time of acceptance hereof and as of the date of the Closing, the Golf Course shall be free of all liens other than Permitted Encumbrances (as defined in the Indenture of Trust). (j) Further Cooperation; Blue Sky. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; provided, however, that the Authority shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (k) Consents and Approvals. All authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations in connection with, the Authority Documents have been duly obtained or made, except as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (1) Validity of Authority Documents. The Authority Documents, when executed and delivered by the Authority and other parties thereto, will be legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. (m) No Other Obligations. Between the date of this Purchase Contract and the date of Closing, the Authority will not, without the prior written consent of the Underwriter, -5- offer or issue any bonds, notes or other obligations for borrowed money payable from the Net Revenues or the Lease Payments. (n) Certificates. Any certificate signed by any official of the Authority and delivered to the Underwriter shall be deemed to be a representation and warranty by the Authority to the Underwriter as to the statements made therein. (o) Compliance With Rule 15c2-12. The Preliminary Official Statement heretofore delivered to the Underwriter is deemed final by the Authority as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(l) of Rule 15c2-12. The Authority hereby covenants and agrees that, within seven business days from the date hereof, the Authority shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and Rules of the Municipal Securities Rulemaking Board. The Authority has not previously undertaken a continuing disclosure undertaking. 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter that: (a) Due Organization, Existence and Authority. The City is a general law city duly organized and existing under the laws of the State, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Contract, the Lease Agreement, the Site Lease and the Continuing Disclosure Certificate (collectively, the "City Documents") and to carry out and consummate the transactions on its part contemplated by the City Documents and the Official Statement. (b) Due Authorization and Approval. By all necessary official action of the City, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents; and as of the date hereof, such authorizations and approvals, including the City Resolution are in full force and effect and have not been amended, modified or rescinded. The City has complied, and will at the Closing be in compliance in all respects, with its obligations under the City Documents. (c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain and up to and including the Closing will contain no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) Underwriter's Consent to Amendments and Supplements to Official Statement. The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. -6- (e) City Agreement to Amend or Supplement Official Statement. If after the date of this Purchase Contract and until 25 days after the end of the "underwriting period" (as defined below), any event occurs as a result of which the Official Statement as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and, in the reasonable opinion of the Underwriter, an amended or supplemented Official Statement should be delivered in connection with the offers or sales of the Bonds to reflect such event, the City promptly will prepare at its expense an amendment or supplement which will correct such statement or omission and the City shall promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. Unless the Underwriter otherwise advise the City in writing that the end of the underwriting period shall be another specified date, the end of the underwriting period shall be the day of Closing. (f) No Material Change in Finances. At the time of the Closing, there shall not have been any material adverse changes in the financial condition of the City since the date hereof. (g) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, the City is not and will not be, in any manner which would adversely affect the transactions on the part of the City contemplated hereby and by the City Documents, in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any Indenture of Trust, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute, in any manner which would adversely affect the transactions on the part of the City contemplated hereby and by the City Documents, a default or event of default under any such instrument; and, as of such times, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, Indenture of Trust, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (h) No Litigation. As of the time of acceptance hereof and as of the date of the Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the City has been served with process, or to the best knowledge of the City after due investigation, threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) in any way contesting or affecting the validity of the City Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the City to enter into the City Documents; (iii) which may result in any material adverse impact on the financial condition of the City; or (iv) contesting the completeness or accuracy of the Preliminary -7- Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no known basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (i) Permitted Encumbrances. As of the time of acceptance hereof and as of the date of the Closing, the Golf Course shall be free of all liens other than Permitted Encumbrances. (j) Consents and Approvals. All authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of its obligations in connection with, the City Documents have been duly obtained or made, except as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (k) Validity of City Documents. The City Documents, when executed and delivered by the City and other parties thereto, will be legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. (1) No Other Obligations. Between the date of this Purchase Contract and the date of Closing, the City will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money payable from the general fund of the City. (m) Certificates. Any certificate signed by any official of the City and delivered to the Underwriter shall be deemed to be a representation and warranty by the City to the Underwriter as to the statements made therein. (n) Compliance With Rule 15c2-12. The Preliminary Official Statement heretofore delivered to the Underwriter is deemed final by the City as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(l) of Rule 15c2-12. The City hereby covenants and agrees that, within seven business days from the date hereof, the City shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and Rules of the Municipal Securities Rulemaking Board. The City has not previously undertaken a continuing disclosure obligation. 8. Reserved. 9. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and covenants of the City and the Authority herein and the performance by the City and the Authority of their obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following additional conditions: -8- (a) Bring-Down Representation. The representations, warranties and covenants of the City and the Authority contained herein shall be true and correct at the date,hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Tliereunder. At the time of the Closing (i) the City Documents and the Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter, (ii) there shall be in full force and effect such resolutions, including but not limited to the City Resolution and the Authority Resolution (collectively, the "Resolutions") as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated by the Official Statement, the City Documents and the Authority Documents, (iii) the City and the Authority shall perform or have performed their obligations required as specified in this Purchase Contract, the Authority Documents or the City Documents to be performed at or prior to Closing, and (iv) the Official Statement shall not have been supplemented or amended, except pursuant to Paragraphs 6(e) and 7(e) or as otherwise may have been agreed to in writing by the Underwriter. (c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Resolutions, the Authority Documents or the City Documents, and the City shall not be in default in the payment of any of its bonded indebtedness or any of its other obligations, which default would adversely impact the ability of the City to make the Lease Payments. (d) Termination Events. The Underwriter shall have the right to terminate this Purchase Contract, without liability, by written notification to the Authority and the City if at any time at or prior to the Closing: (1) Any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (2) The marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) -9- or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the City or the Authority, or the interest on bonds or notes or obligations of the general character of the Bonds; or (3) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (4) Legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the execution, delivery, offering or sale of securities of the general character of the Bonds, or the execution, delivery, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that securities of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture of Trust needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (5) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to trade the Bonds; or (6) A general banking moratorium shall have been established by federal or State authorities; or (7) The United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United States, being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market or deliver the Bonds; or (8) Any rating of the securities of the City or the Authority shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (9) The commencement of any action, suit or proceeding described in paragraphs 6(h) or 7(h) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or (10) There shall be in force a general suspension of trading on the New York Stock Exchange. -10- (e) Closing Documents. At or prior to the Closing, the Underwriter shall receive (unless the context otherwise indicates) the following documents: (1) Final Opinion. An approving opinion of Bond Counsel dated the date of the Closing and substantially in the form included as Appendix E to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the Authority may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (2) Supplemental Opinion. A supplemental opinion of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect: (a) The statements contained in the Official Statomont on the? covor page and under the captiono "INTRODUCTION" "THE BONDS" "SECURITY FOR THE BOr*JDS," "CONCLUDING INFORMATION Tax Matters," and in Appondicoo C and E thereto, insofar ao ouch otatomonto oxproooly oummarizo certain provisions of the Bonds, tho Indenture of Truot, tho Loaoo Agroomont, the Site Loaoo, and Bond Counool'o opinion concerning certain federal tax matters relating to tho Bonds, arc accurate in all material roopocto; and (b) Tho Bondo aro not oubjoct to tho rogiotration roquiromonto of tho Socuritioo Act of 1933, ao amended, and tho Indenture of Truot io oxompt from qualification pursuant to tho Truot Indenture Act of 1939, ao amended. (3) City Attorney Opinion. An opinion of the City Attorney, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter substantially to the following effect: (a) Tho City io a general law city and municipal corporation duly organized and validly existing undor tho lawo of tho Stato of California; (b) Tho City hao full logal powor and lawful authority to ontor into tho City Documonto; (c) Tho City Documonto havo boon duly authorized, executed and delivered by tho City and conotituto tho valid and binding agroomontc of tho City onforcoablo against tho City in accordance with thoir respective terms, oxcopt ao onforcomont may bo limited by bankruptcy, insolvency, reorganization moratorium or similar lawo or oquitablo principles relating to or limiting creditors' righto generally; (d) Tho City Resolution approving and authorizing tho execution and delivery of tho City Documonto,—attd—approving tho—Official Statomont, was duly adopted at a mooting of tho City Council called and hold pursuant to law and with all public notice required by law and at which a quorum wao prooont and acting throughout and tho City Resolution is in full force and offoct and hao not boon modified, amondod or rescinded; -11- (o) The execution and delivery of the City Documonto and compliance—with—the—provisions—thereof,—under—the—circumstance o contemplated thereby, do not and will not in any material roopoct conflict with, or constitute on the part of the City a broach of or default under, any agreement or other instrument to which the City io a party or by which it io bound or any existing law, regulation, court order or consent decree to which the City is subject; (f) No additional authorization, approval, concent, waivor or any other action by any person, board or body, public or private, not previously obtained io required ao of the date of the Closing for the City te—enter into the—City Documents,—or to perform its obligations thereunder; (g) Except ao otherwise disclosed in the- Official Statement, there io no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, ponding or, to the best knowledge of ouch counsel after duo investigation, threatened against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the Lease Payments or in any way contesting or affecting the validity of the City Documents or any of the transactions referred to therein or contemplated thereby or contesting the authority of the City to enter into or perform its obligations under any of the City Documonto, or under which a determination adverse to the City would have a material adverse effect upon the financial condition or the revenues of the City, or which, in any manner, questions or affocto the right or ability of the City to enter into tho City Documents or affocto in any manner the right or ability of the City to make Lease Payments; and (h) Nothing has come to tho attention of such counsel which would load it to believe that tho Official Statement (excluding therefrom tho financial and statistical data and forecasts included therein and information about Tho Depository Trust Company, ao to which no opinion need bo expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make tho statements therein, in tho light of tho circumstances under which they wore made, not misleading. (4) City Certificate. A certificate of the City, dated the date of the Closing, signed on behalf of the City by the City Manager or other duly authorized officer of the City to the effect that: (a) The representations, warranties and covenants of tho City contained heroin arc true and correct in all material respects on and as of tho date of tho Closing as if made on the date of tho Closing and tho City has complied with all of tho terms and conditions of this Purchase Contract required to bo complied with by tho City at or prior to tho date of tho Closing; and (b) No event affecting tho City has occurred since tho date of tho Official Statement which has not boon disclosed therein or in any supplement or amendment thereto which event should bo disclosed in tho Official Statement in -12- order to mako the otatomonto therein, in the light of the circumstances under which they wore made, not misleading. (5) Authority Counsel Opinion. An opinion of counsel to the Authority, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter substantially to the following effect: (a) The Authority io a joint exorcise of poworo authority duly organized and validly oxioting under the lawc of tho State of California; (b) The Authority has full legal power and lawful authority to ioouo tho Bonds and to enter into tho Authority Documonto; (e)—The—Authority—Documonto—have—boon—duly—authorized, executed and delivered by tho Authority and constitute tho valid and binding agroomonto of tho Authority onforcoablo against tho Authority in accordance with their roopoctivo terms, except ao enforcement may bo limited by bankruptcy, inoolvoncy, reorganization moratorium or oimilar lawo or equitable principle?) relating to or limiting creditors' rights generally; (d) The Authority Resolution approving and authorizing iocuanco of tho Bonds and execution and delivery of tho Authority Documents, and approving tho Official Statement, wac duly adopted at a mooting of tho Authority called and hold pursuant to law and with all public notice required by law and at which a quorum was preoont and acting throughout and tho Authority Resolution is in full force and effect and hao not boon modified, amended or rescinded; (o) Issuance of tho Bonds and execution and delivery of tho Authority Documonto and compliance with tho provisions of tho Authority Documonto, under tho circumstances contemplated thereby, do not and will not in any material rospect conflict with, or constitute on tho part of tho Authority a breach of or default under, any agroomont or other instrument to which tho Authority is a party or by which it is bound or any existing law, regulation, court order or consent docroo to which tho Authority io subject; (f) No additional authorization, approval, consent, waiver or any other action by any person, board or body, public or private, not previously obtained is required ao of the date of tho Closing for tho Authority to issue tho Bonds and to enter into tho Authority Documonto, or to perform its obligations thereunder; (g) Except as otherwise disclosed in tho Official Statement, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, ponding or, to tho boot knowledge of such counsel after duo investigation, threatened against tho Authority, challenging tho croation, organization or existence of the Authority, or tho validity of the Authority Documents or seeking to restrain or onjoin issuance of tho Bonds or in any way contesting or affecting tho validity of tho Authority Documonto or any of tho transactions referred to therein or contemplated theroby or contesting tho -13- authority of the Authority to ioouo the Bondo or to ontor into or perform its obligations under any of the Authority Documents, or which, in any manner, questions or affocto the right or ability of the? Authority to ioouo the Bondo or to ontor into tho Authority Documonto; and (h) Nothing hao como to the? attention of ouch counool which would load it to boliovo that tho Official Statement (excluding therefrom tho financial and otatiotical data and forecasts included therein and information about Tho Depository Trust Company, ao to which no opinion need be oxprooood) containo any untrue otatomont of a material fact or omito to otato a material fact noceooary to make tho otatomonto therein, in tho light of tho circumotanceo under which they wore made, not mioloading. (6) Authority Certificate. A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by a duly authorized officer of the Authority to the effect that: (a) Tho roprooontationo, warranties and covonanto of tho Authority contained heroin arc true and correct in all material roopocto on and ao of tho date of tho Clooing ao if made on tho date of tho Closing and tho Authority hao complied with all of tho tormo and conditions of thio Purchaoo Contract required to bo complied with by tho Authority at or prior to tho date of tho Closing; and (b) No event affecting tho Authority hao occurred oinco tho date of tho Official Statement which has not boon diocloood therein or in any oupplomont or amendment thereto which ovont ohould bo diocloood in tho Official Statement in order to mako tho otatomonto therein, in tho light of tho circumotancoo under which they wore made, not mioloading. (7) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter, to the effect that: (a) The Trustee has all necessary power to enter into, accept and administer the trust created under the Indenture of Trust; and (b) The Indenture of Trust has been duly authorized, executed and delivered by the Trustee and the Indenture of Trust constitutes the legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. (8) Trustee's Certificate. A certificate of the Trustee, dated the date of Closing, addressed to the City, the Authority and the Underwriter, in form and substance acceptable to the Underwriter, to the following effect: (a) The Truotoc hao all nocoooary powor to ontor into, accept and adminiotor tho truot created under tho Indenture of Truot; (b) Tho Indenture of Truot has boon duly authorized, oxocutod and delivered by tho Truotoo and tho Indenture of Truot constitutes tho legal, valid and binding obligation of tho Truotoo onforcoablo in accordance with ito tormo, -14- except as enforcement thereof may bo limited by bankruptcy, insolvency or other lawo affecting tho enforcement of croditoro' righto generally and by tho application of equitable principles, if equitable remedies arc oought; (e)—Ne—consent,—approval,—authorization—&e—other—action—fey—a&y governmental or regulatory authority having juriodiction over tho Truotoo that has not boon obtained io or will bo required for tho execution and delivery of tho Indenture of Truot or tho performance by tho Truoteo of ito duties and obligationo under tho Indenture of Truot; (d) Tho execution and delivery by the Truotoo of tho Indenture of Truot, and compliance with tho terms thereof will not conflict with, or rooult in a violation or broach of, or constitute a default under, any loan agreement, Indenture of Trust, bond, note, resolution or any other agreement or inotrumont to which tho Truotoo io a party or by which it io bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having juriodiction over tho Trustee or any of its activitioo or properties (except that no roprooontation, warranty or agreement need bo made by ouch counool with roopoct to any federal or State securities or blue oky lawo or regulations); and (o) There io no action, ouit, proceeding or invootigation, at law or in equity, before or by any court or governmental agency, public board or body ponding, or to tho boot knowledge of tho Truotoo, threatened against tho Truotoo which in tho roaoonablo judgment of tho Truotoo would affect tho oxiotonco of tho Truotoo or in any way contooting or affecting tho validity or onforcoability of tho Indenture of Truot or contesting tho poworo of tho Truotoo or ito authority to ontor into and perform ito obligation thereunder. (9) Disclosure Counsel Letter. A letter of Jones Hall, A Professional Law Corporation, as disclosure counsel to the Authority, dated the Closing Date, and addressed to the Authority, the City and the Underwriter, to the effect that during the course of serving as disclosure counsel in connection with the issuance of the Bonds and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, no information came to the attention of the attorneys in such firm rendering legal services in connection with the issuance of the Bonds that would lead them to believe that the Official Statement (excluding therefrom the financial statements, any financial or statistical data, or forecasts, charts, numbers, estimates, projections, assumptions or expressions of opinion included in the Official Statement, information regarding The Depository Trust Company and its book-entry only system, and the appendices to the Official Statement as to which no opinion need be expressed), as of the date thereof or the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (10) Transcj'ipts. Two transcripts of all proceedings relating to the authorization, execution and delivery of the Official Statement, the City Documents, the Authority Documents and the Bonds. (11) Official Statement. The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the City and the Authority by duly authorized officers of the City and the Authority. -15- (12) Documents. An original executed copy of each of the Authority Documents and each of the City Documents. (13) Resolutions. Certified copies of the Resolutions. (14) 8038. Evidence that the federal tax information form 8038-G has been prepared for filing. (15) Nonarbitrage Certificate. A tax and nonarbitrage certificate in form satisfactory to Bond Counsel. (16) CDIAC Statements. A copy of the Notices of Sale required to be delivered to the California Debt Investment Advisory Commission pursuant to Section 53583 of the California Government Code. (17) Title Insurance. Evidence of arrangements for the issuance of a binder for a CLTA title insurance policy insuring the City's leasehold interest in the Golf Course pursuant to the Lease Agreement in form and substance acceptable to Bond Counsel. (18) Bond Insurance Policy; Surety Bond. The Bond Insurance Policy issued by the Insurer. (18) Bond Insurer Certification/Opinion. A certificate of the Bond Insurer and/or an opinion of counsel, satisfactory to the City, the Authority, the Underwriter and Bond Counsel, of the Bond Insurer regarding the enforceability of the Bond Insurance Policy and the accuracy of the statements in the Official Statement regarding the Insurer and the Bond Insurance Policy. (18) Additional Documents. Such additional certificates, instruments and other documents as the Underwriter or its counsel may reasonably deem necessary. If the City and the Authority shall be unable to satisfy the conditions contained in this Section 9, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter, the Authority nor the City shall be under further obligation hereunder, except as further set forth in Section 10 hereof. 10. Expenses. The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid, the expenses incident to the performance of the obligations of the City hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the Authority Documents, the City Documents and this Purchase Contract, and the cost of preparing, printing, executing and delivering the Bonds; (b) the fees and disbursements of the Trustee, any accountants or other experts or consultants retained by the City; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the cost of preparation and printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of preparation and printing of the Official Statement, including a reasonable number of copies thereof for distribution by the Underwriter; and (e) the costs of any rating agency presentations. The Underwriter shall pay, and the City shall be under no obligation to pay, all expenses incurred by it in connection with the public offering and distribution of the Bonds (including the fees and expenses of its counsel), applicable CDIAC fees and any advertising expenses. -16- 11. Notice. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to such entity at 1200 Carlsbad Village Drive, Carlsbad, CA 92008, Attention, Assistant City Manager. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Stone & Youngberg LLC, One Ferry Building, San Francisco, CA 94111, Attn: Jim Cervantes. 12. Entire Agreement. This Purchase Contract, when accepted by the City and the Authority, shall constitute the entire agreement between the City, the Authority and the Underwriter and is made solely for the benefit of the City, the Authority and the Underwriter (including the successors or assigns of any Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All of the Authority's and the City's representations, warranties and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter, until the earlier of (a) delivery of and payment for the Bonds hereunder, and (b) any termination of this Purchase Contract. 13. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 15. State Law Governs. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State. -17- 16. No Assignment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other party hereto. STONE & YOUNGBERG LLC By/ Authorized Representative Accepted as of the date first stated above: CITY OF CARLSBAD By: Authorized Representative CARLSBAD PUBLIC RNANCING AUTHORITY By: Authorized Representative -18- 16. No Assignment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other party hereto. STONE & YOUNGBERG LLC By. Authorized Representative Accepted as of the date first stated above: CITY OF CARLSBAD Authorized Representative CARLSBAD PUBLIC FINANCING AUTHORITY Authorized Representative -18- APPENDIX A Principal Payment Date (September 1) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2030 2036 Principal Amount $275,000 290,000 305,000 325,000 340,000 360,000 385,000 405,000 425,000 450,000 480,000 510,000 540,000 565,000 590,000 5,975,000 6,320,000 Interest Rate 4.000% 4.000 4.000 4.000 4.500 4.500 4.500 4.500 4.500 5.000 5.000 5.000 4.000 4.000 4.000 4.500 4.500 Yield 3.420% 3.450 3.470 3.500 3.520 3.540 3.570 3.600 3.650 3.730 3.850 3.980 4.100 4.150 4.200 4.430 4.450 Price 100.944 101.400 101.820 102.144 105.014 105.674 106.206 106.664 106.884 110.249 109.227 108.133 98.955 98.356 97.712 100.541 100.384 C C C C C C: Priced to first par call date of September 1, 2016. A-l RECORDED REQUEST OF First American Title SUBDIVISION MAPPING DEPT. TO BE RECORDED AND WHEN RECORDED RETURN TO: Jones Hall 650 California Street, 18th Floor San Francisco, California 94108 Attention: William H. Madison, Esq.5219 DGC# 200ti-09UObbl DEC 20, 2006 8:35 AM OFFICIAL RECORDS SAM DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 0.00 PAGES: 19 2006-0900561 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11928 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. ASSIGNMENT AGREEMENT (Lease Agreement) Relating to $18,540,000 Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) THIS ASSIGNMENT AGREEMENT, made and entered into as of December 1, 2006, is by and between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing under the laws of the State of California (the "Authority"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"); WITNESSETH: In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration, the parties hereto recite and agree as follows: Section 1. Recitals. (a) The Authority has been formed for purposes which include assisting the City of Carlsbad (the "City") in financing the acquisition, construction and improvement of the Carlsbad Municipal Golf Course (the "Golf Course"), and in order to provide greater security for the Authority's Bonds (as hereinafter defined), the City has leased the Golf Course to the Authority pursuant to the Site Lease, dated as of December 1, 2006, by and between the City and the Authority, recorded concurrently herewith (the "Site Lease"). 5220 (b) The Authority proposes to lease the Golf Course to the City under and pursuant to the Lease Agreement, dated as of December 1, 2006, between the Authority and the City, recorded concurrently herewith (the "Lease Agreement"). (c) For the purpose of financing the Golf Course, the Authority is issuing its Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) in the principal amount of $18,540,000 (the "Bonds"). In order to provide greater security for the Bonds, the Authority is willing to assign and transfer its rights under the Lease Agreement to the Trustee for the benefit of the registered owners of the Bonds (the "Owners"). Concurrently with the delivery of this Agreement, the Authority is issuing the Bonds to the original purchasers thereof. (d) Each of the parties has authority to enter into this Assignment Agreement, and has taken all actions necessary to authorize its officers to execute it. Section 2. Assignment. The Authority hereby transfers, assigns and sets over to the Trustee, for the benefit of the Owners of the Bonds issued under the Trust Indenture, dated as of December 1, 2006, between the Authority and the Trustee (the "Trust Indenture"), all of the Authority's rights under the Lease Agreement (excepting only the Authority's rights under Sections 5.6, 7.3 and 8.4 of the Lease Agreement; provided, however, the Trustee shall be entitled to recover advances and attorneys' fees and expenses pursuant to Sections 5.6 and 8.4, respectively, to the extent such advances are made or attorneys fees and expenses are incurred by the Trustee), including without limitation (a) the right to receive and collect any proceeds of any insurance maintained thereunder, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Golf Course, and (b) the right to exercise such rights and remedies conferred on the Authority pursuant to the Lease Agreement as may be necessary or convenient to protect the interests of the Owners in the event of a default by the Authority under the Trust Indenture. All rights assigned by the Authority shall be administered by the Trustee in accordance with the provisions of the Trust Indenture and for the benefit of the Owners of the Bonds. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing the payment of debt service due on the Bonds, subject to the provisions of the Trust Indenture. The recitals contained herein are those of the Authority and not of the Trustee, and the Trustee assumes no responsibility for the correctness thereof. Section 4. Conditions. This Assignment Agreement shall confer no rights or impose no duties or obligations upon the Trustee beyond those expressly provided in the Trust Indenture. 5221 IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. iS'.a [SEAL] ATTEST: CARLSBAD PUBLIC FINANCING AUTHORITY By ^ Treasurer .A THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee By. Authorized Officer State of California ) ) County of San Diego ) On December 15, 2006, before me, Belinda R. Guzman, Notary Public, personally appeared Lisa L. Irvine personally known me to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal Signature of Notary BELINDA R.GUZMAN ComnUMton* 1565777 Notary Public - California San Dtego County MyComm. Expto*Mar31.2009 (This area for official notary seal) 5223 IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. CARLSBAD PUBLIC FINANCING AUTHORITY [SEAL] ATTEST: Secretary By. Treasurer THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee By Jr(JAW. Authorized Officer 5224 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County . before me, Date personally appeared Name and Title of Olffcer (e.g., •Jane Do Name(s) o( Signerjs) known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. TERESA PEREA Comm. 11481841NOTARY PUBLIC-CALIFORNIA Signature of Notary PublicPlace Notary Seal Above OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the docume and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:.Number (yages: Signer(s) Other Than Named Above:. Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D£«rtieral D Attorney in Fact D Trustee D Guardian QfConservator D Other, RIGHT THUMBPRINT OF SIGNER Top of thumb here igner Is Representing: ei^y<wssseH2ies^ © 1997 National Notary Association • 9350 De Solo Ave-, P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Tolf-Free 1-800-876-6827 5225 EXHIBIT A DESCRIPTION OF THE GOLF COURSE SITE A-l EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE BOND SALE PARCEL "A" THOSE PORTIONS OF CARLSBAD TRACT NO. 81-46, UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 11289, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 13, 1991, AND PORTIONS OF LOT "F" AND LOT "G" OF RANCHO AGUA HEDIONDA, ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON NOVEMBER 16,1896, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD AS SHOWN ON THAT RECORD OF SURVEY NO. 16781, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 9, 2000, THENCE ALONG THE CENTERLINE OF COLLEGE BOULEVARD, NORTH 11042'44" EAST, 527.49 FEET (RECORD PER SAID RECORD OF SURVEY NO. 16781: NORTH 11°39'25" EAST, 526.41 FEET); TO THE BEGINNING OF A 1350.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THENCE ON THE EXTENSION OF A RADIAL LINE TO SAID CURVE, NORTH 78°17'16" WEST, 51.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF COLLEGE BOULEVARD, AND THE TRUE POINT OF BEGINNING; THENCE ALONG SAID RIGHT OF WAY LINES, SOUTH 11042'44" WEST, 269.06 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 40.00 FEET; THENCE SOUTHWESTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 40.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 46°29'58" WEST; THENCE SOUTHWESTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18"; THENCE SOUTH 11°42'44" WEST, 123.63 FEET TO THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD, BEING THE BEGINNING OF A 47.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE PAGE 1 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcel A.doc WO 2540-1 5/16/06 5227 NORTHWEST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 37°15'50" EAST; THENCE ALONG THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD, SOUTHWESTERLY 14.38 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 17°31'48" TO THE BEGINNING OF A 110.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHWEST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 22°37'27" EAST; THENCE SOUTHWESTERLY 56.94 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29°39'36" TO THE BEGINNING OF A 1550.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHERLY, A RADIAL LINE TO SAID CURVE BEARS NORTH 7°27'06" EAST; THENCE WESTERLY 460.44 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 17001'13" TO THE BEGINNING OF A 2313.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 5°23'44" WEST; THENCE SOUTHWESTERLY 604.04 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°57'46"; THENCE ON A NON-TANGENT LINE SOUTH 69°42'06" WEST, 176.16 FEET TO THE BEGINNING OF A 25.00 FOOT RADIUS CURVE, CONCAVE NORTHEAST, THENCE NORTHWESTERLY 41.49 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 95°04'46" TO THE EASTERLY LINE OF HIDDEN VALLEY ROAD; THENCE ALONG THE EASTERLY LINE OF HIDDEN VALLEY ROAD, NORTH 15°13'11" WEST, 989.15 FEET TO THE BEGINNING OF A 758.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHEAST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 73°42'25" WEST; THENCE NORTHWESTERLY 157.24 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11053'09"; THENCE ON A NON-TANGENT LINE NORTH 1 °53'18" EAST, 226.29 FEET; THENCE LEAVING SAID RIGHT OF WAY OR HIDDEN VALLEY ROAD, NORTH 88°06'42" WEST, 12.00 FEET TO THE BOUNDARY OF SAID MAP NO. 12903; THENCE ALONG THE BOUNDARY OF MAP NO. 12903, NORTH 1°53'18" EAST, 348.31 FEET; THENCE LEAVING THE BOUNDARY OF MAP NO. 12903, NORTH 65°36'27" EAST, 125.8 FEET; THENCE SOUTH 34°56'43" EAST, 80.60 FEET; THENCE NORTH 62°41'49" EAST, 107.46 FEET; THENCE SOUTH 53°08'42" EAST, 125.89 FEET; THENCE SOUTH 19°17'59" EAST, 111.12 FEET; THENCE NORTH 74°12'44" EAST, 165.74 FEET; THENCE NORTH 16°39'13" WEST, 106.18 FEET; THENCE NORTH 41°13'39" EAST, 260.94 FEET; THENCE NORTH 59°20'05" WEST, 338.80 FEET; THENCE NORTH 35°42'01" WEST, 523.37 FEET; THENCE SOUTH 41°43'14" WEST, 240.09 FEET; THENCE NORTH 43°27'01" WEST, 126.70 FEET; THENCE NORTH 31°56'44" WEST, 132.42 FEET; THENCE NORTH 89°55'56" WEST, 150.37 FEET TO PAGE 2 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcel A.doc WO 2540-1 5/16/06 THE WESTERLY LINE OF LOT F PER SAID MAP 823; THENCE NORTH 00°04'04" EAST, 1855.58 FEET TO AN ANGLE POINT IN SAID LOT F; THENCE LEAVING THE BOUNDARY OF SAID LOT F, NORTH 7°19'38" EAST, 954.00 FEET TO THE SOUTHERLY LINE OF CANNON ROAD, BEING A POINT ON A 1451.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHWEST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 41°58'59" EAST; THENCE ALONG THE SOUTHERLY LINE OF CANNON ROAD, NORTHEASTERLY 297.10 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°43'54" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 25.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 33*41'01" EAST; THENCE NORTHEASTERLY 38.13 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 87°23'54" TO THE SOUTHERLY LINE OF FARADAY AVENUE; THENCE ALONG THE SOUTHERLY LINES OF FARADAY AVENUE, SOUTH 56°18'59" EAST, 78.37 FEET; THENCE NORTH 33°41'01" EAST, 6.00 FEET TO THE BEGINNING OF A 764.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHWEST, A RADIAL LINE TO SAID CURVE BEARS NORTH 33°41'01" EAST; THENCE SOUTH EASTERLY 518.38 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38°52'33"; THENCE SOUTH 17°26'26" EAST, 265.09 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 836.00 FEET; THENCE SOUTHEASTERLY 543.21 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 37°13'46"; THENCE SOUTH 54°40'12" EAST, 387.70 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 964.00 FEET; THENCE SOUTHEASTERLY 211.15 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12°32'59"; THENCE SOUTH 42°07'13" EAST, 610.53 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 1036.00 FEET; THENCE SOUTHEASTERLY 1407.23 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 77°49'36"; THENCE NORTH 60°03'11" EAST, 206.36 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 1236.00 FEET; THENCE NORTHEASTERLY 827.73 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38°22'13"; THENCE LEAVING THE SOUTHERLY LINE OF FARADAY AVENUE, SOUTH 10°25'44" EAST, 863.57 FEET; THENCE SOUTH 50°29'06" EAST, 1043.17 FEET; THENCE SOUTH 39°30'59" WEST, 102.72 FEET; THENCE NORTH 81 °34'39" WEST, 248.47 FEET; THENCE SOUTH 71057'50" WEST, 101.56 FEET; THENCE SOUTH 65°47'52" WEST, 138.09 FEET; THENCE NORTH 50°29'01" WEST, 436.76 FEET; THENCE SOUTH 57°15'35" WEST, 286.11 FEET; THENCE PAGE 3 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcelA.doc WO 2540-1 5/16/06 5229 SOUTH 63°46'36" WEST, 206.69 FEET; THENCE SOUTH 53°58'08" EAST, 206.97 FEET; THENCE SOUTH 66°43'56" EAST, 81.82 FEET; THENCE SOUTH 9°34'09" WEST, 198.89 FEET; THENCE SOUTH 47°22'07" EAST, 139.84 FEET TO THE NORTHERLY LINE OF COLLEGE AVENUE AS SHOWN ON SAID MAP NO. 11289 AND ON SAID MAP NO. 12903, BEING A POINT ON A 1051.00 FOOT RADIUS CURVE, CONCAVE SOUTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 22°25r44" WEST; THENCE ALONG THE NORTHERLY LINES OF COLLEGE AVENUE AS SHOWN ON SAID MAP NO. 11289 AND ON SAID MAP NO. 12903, SOUTHWESTERLY 203.08 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°04'16"; THENCE SOUTH 56°30'00" WEST, 99.95 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 949.00 FEET; THENCE SOUTHWESTERLY 389.28 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23°30'10"; THENCE SOUTH 80°00'00" WEST, 170 00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEAST, HAVING A RADIUS OF 1401.00 FEET; THENCE SOUTHWESTERLY 1147.28 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 46°55'11"; THENCE LEAVING THE NORTHERLY LINE OF COLLEGE AVENUE AS SHOWN ON SAID MAP NO. 11289 AND ON SAID MAP NO. 12903, NORTH 56°54'54" WEST, 38 FEET; THENCE SOUTH 72°58'34" WEST, 19.14 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 200.00 FEET; THENCE NORTHWESTERLY 215.98 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 61°52'30"; THENCE NORTH 45°08'56" WEST, 304.31 FEET; THENCE NORTH 66°12'16" WEST, 152.25 FEET; THENCE NORTH 24014'21" WEST, 57.75 FEET; THENCE NORTH 62°35'50" WEST, 243.12 FEET; THENCE NORTH 54°17'44" WEST, 100.00 FEET; THENCE SOUTH 35°42'16" WEST, 226.69 FEET TO THE BEGINNING OF A 100.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 54°16'05" WEST; THENCE SOUTHEASTERLY 149.63 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 85°43'52"; THENCE SOUTH 49°59'57" EAST, 338.97 FEET; THENCE SOUTH 27°10'11" EAST, 282.19 FEET; THENCE NORTH 90°00'00° EAST 52.87 FEET; THENCE SOUTH 41°27'01" EAST, 238.83 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHEASTERLY 139.99 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40°06'19"; THENCE ON A NON-TANGENT LINE SOUTH 84°40'13" EAST, 123.47 FEET TO THE TRUE POINT OF BEGINNING. PAGE 4 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcel A.doc WO 2540-1 5/16/06 5*30 CONTAINING 260.278 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 5 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcelA.doc WO 2540-1 5/16/06 5831 EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE BOND SALE PARCEL "B" THOSE PORTIONS OF CARLSBAD TRACT NO. 81-46, UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 11289, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, AND CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 13, 1991, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD AS SHOWN ON THAT RECORD OF SURVEY NO. 16781, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 9, 2000, THENCE ALONG THE CENTERLINE OF COLLEGE BOULEVARD. THENCE NORTH 11042'44" EAST, 527.49 FEET (RECORD PER SAID RECORD OF SURVEY NO. 16781: NORTH 11039'25" EAST, 526.41 FEET); TO THE BEGINNING OF A 1350.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THENCE ON A RADIAL LINE TO SAID CURVE, THENCE SOUTH 78°17'16" EAST, 51.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF COLLEGE BOULEVARD, THE TRUE POINT OF BEGINNING; THENCE ALONG SAID RIGHT OF WAY LINE AND THE LOT LINES AND BOUNDARY LINES OF SAID MAP NO. 12903, SOUTH 1 r42'44" WEST, 423.76 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY 40.46 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 92°43'36" TO THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD ; THENCE ALONG THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD, SOUTH 81°00'52" EAST, 130.11 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 40.00 FEET; THENCE SOUTHEASTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 40.00 FEET, A RADIAL LINE TO SAID PAGE 1 OF 3 :PE M:\2540\01\Iegal descriptions\a01 golf course bond sale parcel B.doc WO 2540-1 5/16/06 5232 CURVE BEARS SOUTH 40°46'26" WEST; THENCE SOUTHEASTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18"; THENCE SOUTH 81000'52" EAST, 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 2363 FEET; THENCE SOUTHEASTERLY 109.93 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2°39'56"; THENCE SOUTH 78°20'57" EAST, 1326.73 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 2063.00 FEET; THENCE SOUTHEASTERLY 231.72 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 6°26'08"; THENCE ON A NON-TANGENT LINE SOUTH 78°20'57" EAST, 55.03 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 1250.00 FEET; THENCE SOUTHEASTERLY 240.53 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°01'30"; THENCE LEAVING THE SAID NORTHERLY LINE OF PALOMAR AIRPORT ROAD AND CONTINUING ALONG THE BOUNDARY LINES OF SAID MAP NO. 12903, ON A NON-TANGENT LINE NORTH 39°01'38" WEST, 101.51 FEET; THENCE NORTH 47°28'18" WEST, 351.49 FEET TO THE BOUNDARY LINE OF SAID MAP NO. 11289; THENCE LEAVING THE BOUNDARY OF MAP NO. 12903 AND ALONG THE BOUNDARY OF SAID MAP NO. 11289, NORTH 32°04'25" EAST, 511.55 FEET; THENCE NORTH 20°45'15" EAST, 412.62 FEET; THENCE NORTH 79°21'03" EAST, 851.38 FEET; THENCE NORTH 85°51'00" EAST, 36.13 FEET; THENCE LEAVING THE BOUNDARY OF SAID MAP NO. 11289, NORTH 4°09'00" WEST, 54.39 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 700.00 FEET; THENCE NORTHWESTERLY 174.55 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°17'14" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 25.00 FEET A RADIAL LINE TO SAID CURVE BEARS SOUTH 71033'46" WEST; THENCE NORTHEASTERLY 37.94 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE 6F 86°57'17"; THENCE NORTH 68°31'04" EAST, 245.66 FEET TO THE BOUNDARY OF SAID MAP NO. 11289; THENCE ALONG THE BOUNDARIES OF MAP NO. 11289, NORTH 10°19'29" WEST, 162.36 FEET; THENCE NORTH 79°4r26" EAST, 803.18 FEET; THENCE NORTH 79°39'53" WEST, 100.79 FEET; THENCE NORTH 50°29'01" WEST, 710.04 FEET; THENCE LEAVING THE BOUNDARY OF MAP NO. 11289, SOUTH 55°55'55" WEST, 266.94 FEET; THENCE SOUTH 80°40'19" WEST, 639.56 FEET; THENCE NORTH 69°53'04" WEST, 222.25 FEET; THENCE NORTH 42°17'21" WEST, 80.54 FEET; THENCE NORTH 88°16'00" WEST, 67.09 FEET; THENCE NORTH 11°41'41" WEST, 63.92 FEET TO THE SOUTHERLY LINE OF COLLEGE BOULEVARD AS PAGE 2 OF 3 :PE M:\2540\01\legal descriptions\a01 golf course bond sale parcel B.doc WO 2540-1 5/16/06 5233 SHOWN ON SAID MAP NO. 11289; THENCE ALONG THE SOUTHERLY AND SOUTHEASTERLY LINES OF COLLEGE BOULEVARD AS SHOWN ON SAID MAP NO. 11289 AND MAP NO. 12903, SOUTH 78°18'19" WEST, 185.72 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEAST, HAVING A RADIUS OF 949.00 FEET; THENCE SOUTHWESTERLY 361.16 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 21048'19"; THENCE SOUTH 56°30'00" WEST, 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 1051.00 FEET; THENCE SOUTHWESTERLY 431.07 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23°30'00"; THENCE SOUTH 80°00'00" WEST, 170.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEAST, HAVING A RADIUS OF 1299.00 FEET; THENCE SOUTHWESTERLY 1548.33 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 68°17'35" TO THE TRUE POINT OF BEGINNING. CONTAINING 108.53 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 3 OF 3 :PE M:\2540\01\legal descriptions\a01 golf course bond sale parcel B.doc WO 2540-1 5/16/06 EXHIBIT "B" CARLSBAD GOLF COURSE BOND SALE PARCEL "A" AND "B" SWEET 7 OF 4 5234 -FARADAY AVENUE COLLEGE BLVD SEE SHEET NO. 2 AND J 260.28 ACRES PARCEL A SEE SHEET NO. 4 108.53 ACRES PARCEL B PALOMAR AIRPORT ROAD HUNSAKER & ASSOCIATES SCALE l'=1000' PLANNING 10179 Humekem Street ENONGERJNC Sin Ohf* C» 9ZB1 SURVEVMC PH(858)5SM500. FXfo58)55M414 Ri\0746\8.Map\EX BDND SHT Ol.DVGC 0]Moy-16-a006'09'40 EXHIBIT "B" CARLSBAD GOLF COURSE BOND SALE PARCEL SHEET 2 OF 4 5835 CANNON C2~ ROAD Nsriew 78.37' SEE SHEET NO. J FOR LINE •N3S4i'orE 6.00' AND CURVE TABLES -N17-26'26"W 265.09'SCALE 1"=1000' N89'55'56"W 150.37'- 387.70 ^ T-» A T-»/^t7-?r civcJc3Ks. N60'03'11"E- 8j PARCEL &^ 206.36' 260.28 ACRES 56'44"W 132.42' L22 N5T15'35"E 286.11^ N63-46'36"E 206.69'- N53'58'08"W 206.97'- ~LU -L12~ R=949'~'^ •±11 -L23 • - Ji22-25'44"W{R)_ \N3_313_OlQ C18- N88'06'42"W 12.00' _W73_'42j25jEf£)_ HIDDEN VALLEY ROAD-^\S N73-q3_'1_0_"E(R)_ (0'.01 A ^. R=25.00\ A=95'04'46" R=2313.00' A=14-57'46" ^—-NdO'OO'OO'E 170.00' ,\ _N09'59'43"W(R) N63'_11'32"W£Ry COLLEGE BLVD. > POINT OF BEGINNING ?/ N46'29'58"W(R) SEE SHEET N0.4 •TRUE POINT OF COMMENCEMENT p/\ ~pr'j?j "pi \ N5-_23'_44WR)_ \ A^JZ'J^RT^— ^^^ ^^ ° AIRPORT RO^ C/f ))A ,*'' N78'17'16"W51.00' TRUE POINT / OF BEGINNING ' COLLEGE BLVD HUNSAKER \ & ASSOCIATES \ SANDItCCHINC PIANNING 1079 Huomkcia Street ENONSXJNC SmDtennC»92U1 SUtVEYMC PH(85«)S5W500- R'\0746\iMop\EX BOND SHT 02.DVGC 0]May-16-a006i09'41 DETAIL Nir42'44"E 527.49' POINT OF COMMENCEMENT 13 A T niU A TD^- —'POINT ON INTERLINEr ALUMAK INTERSECTION OF PALOMAR ATPDOPT T?HAn AIRPORT ROAD AND^JUKFOKI KOAD COLLEGE BOULEVARD .-'' EXHIBIT "B" ^SHEET30F4 CARLSBAD GOLF COURSE 553^ BOND SALE PARCEL "A" NUMBER L1 L2 L3 14 L5 L6 L7 18 L9 L10 L11 L12 L13 L14 L15 L16 L17 LIB U9 120 L21 122 L23 124 L25 126 127 128 129 LJO L31 L32 L33 BEARING N81'34'J9"W N7r57'50"E N65'47'52"E N66-43'56"W N09'34'09"E N47-22'07"W N56-30'00"E N56-54'54"W N72'58'34"E N45'08'56aW N66'12'16"W N24'14'21"W N62'35'50°W N54'17'44"W N35'42'16"E N49'59'57MW N2TW'11"W N90-OOWE N41'27'01"W N84'40'13"W [NH'42'44"E Nir42'44"E NOr53'18"E N65'36'27"E N34'56'43"Vt N62'41'49"E N53'08'42"W N19'17'59"W N74'12'44"E N16'39'1J"W N4ri3'39"E N59'20'05"E N55'42'01"E DISTANCE 248.47' 101.56' 138.09' 81.82' 198.89' 139.84' 99.95' 38.00' 19.14' 304.31 ' 152.25' 57.75' 243.12' 100.00' 226.69' 338.97' 282.19' 52.87' 238.83' 123.47' 269.06' 123.63' 348.31 125.80' 80.60' 107.46' 125.89' 111.12' 165.74' 106. 18' 260.94' 338.80' 523.37' NUMBER DELTA RADIUS LENGTH C1 H'43'54'' 1451.00 297.10 C2 872 3'54" 25.00 38.13 C3 JS'52'JJ" 764.00 518.38 C4 3713'46" 836.00 543.21 C5 12'32'59" 964.00 211.15 C6 38'22'13" 1236.00 827.73' C7 11'04'16" 1051.00 203.08 C8 23'30'W 949.00 389,28 C9 46'55'11" 1401.00 1147.28 C10 61'52'30" 200.00 215.98 C11 85'43'52" 100.00 149.63 C12 40'06'19" 200.00 139.99 C13 3r47'18" . 40.00 22.19 C14 31'47'ld" 40.00 22.19 CIS 1731'48" 47.00 14.38 C16 29'39'36" 110.00 56.94 C17 17-01'13" 1550.00 460.44 C18 H'53'09" 758.00 157.24 LINE AND CURVE TABLES FOR SHEET NO. 2 BOH HUNSAXER|P%™ & ASSOCIATES PLANNING 10F9 Hucmkcn Street ENONEERINC SM DiefO. C* ttttl SURVEYMC PHftS8)S»4500- fX(«S8)55»-MH Ri\0746\8,Map\EX BOND SHT 03.DVGC 0]May-16-S006i09i41 EXHIBIT "B" CARLSBAD GOLF COURSE BOND SALE PARCEL "B" SHEET 4 OF 4 5237 PARCEL "A SEE SHEET NO. 2 COLLEGE > 1'42'44"E(R) 423.76- 1=40.46' R=25.00' A=92'43'36°- L=22.19' R=40.00'. A=3r47'l8" N81'00'52"W 100.00' PALOMAR L-431.07' R=1051.00' A=23'30'00 N80-00'00"E(R) 170.00' 00*£ N20'45'15"E 412.62' '3Z04'25"E 511.55' N47-28'18"W 351.49' N39'01'38"W 101.51' !2_2'40\33"E(R)_ _ R=25.00' A=86-57'17" N71_'3_3_'46_"E(R) L=174.55' .c R=700.0Q'°//' A TPPnT?T A=06'26 08 A1KryjRlN78-20'57"W 55.03 ROAD.. L=240.53' R= 1250.00' A=1T01'30" » N78-17'16"W Nir42'44'E ' 527.49' ! PALOMAR-^ ! AIRPORT \ ROAD "B POINT OF BEGINNING OLLEGE BLVD. POINT OF COMMENCEMENT POINT ON CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD DETAIL HUNSAKER & ASSOCIATES SAN DllCOb INC NUMBER LI L2 L3 BEARING NW19'29"W N68'31'04"E N04'09'00"W DISTANCE 162.36' 245.66' 54.39' 1000 PUNNING 10F9 Huametoii Strwt ENQNBWNC SM CUffa, a Mttl SUVRTNC PHdS8)S5>4SOO- R"\0746\8.Map\EX BOND SHT 04.DVGC 0]May-16-a006'09i41 1000 SCALE l'=1000' 2000 3000 ORIGINAL TO BE RECORDED AND WHEN RECORDED RETURN TO: Jones Hall 650 California Street, 18th Floor San Francisco, California 94108 Attention: William H. Madison, Esq. THE ORIGINAL OF THIS DOCUMENT WAS RECORDED ON MAY 21. 2007 DOCUMENT NUMBER 2007-0342216 GREGORY J. SMITH, COUNTY RECORDER SAN DIEGO COUNTY RECORDER'S OFFICE TIME: 9:40 AM THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. GOLF COURSE SITE LEASE Dated as of December 1,2006 by and between CITY OF CARLSBAD, as lessor and CARLSBAD PUBLIC FINANCING AUTHORITY, as lessee Relating to $[Principal Amount] Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) AB 18,816 Resos 25/26 - Resos 2006-344/2006-345 Exhibit 9 GOLF COURSE SITE LEASE THIS GOLF COURSE SITE LEASE (this "Golf Course Site Lease"), dated for convenience as of December 1, 2006, is by and between the CITY OF CARLSBAD, a municipal corporation duly organized and existing under the laws of the State of California, as lessor (the "City"), and the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing under the laws of the State of California, as lessee (the "Authority"); WITNESSETH: WHEREAS, the City and the Carlsbad Municipal Water District created the Authority pursuant to that certain Joint Exercise of Powers Agreement dated as of April 1, 2000, for the purpose of financing the acquisition of certain public capital improvements; and WHEREAS, the City has determined to finance a portion of the costs of the acquisition, construction and improvement of the Carlsbad Municipal Golf Course (the "Golf Course"); and WHEREAS, the Authority is authorized pursuant to the provisions of Article 4 of the Joint Exercise of Powers Law (the "Bond Law"), to issue its revenue bonds for the purpose of financing the acquisition and construction of public capital improvements such as the Golf Course; and WHEREAS, the Authority, after due investigation and deliberation, has determined that it is in the interests of the Authority at this time to provide for the issuance of its Revenue Bonds under the Bond Law to finance the acquisition and construction of the Golf Course; and WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has determined to approve the issuance and sale of its Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) (the "2006 Bonds") for such purpose; and WHEREAS, the 2006 Bonds will be issued pursuant to an Indenture of Trust, dated as of December 1, 2006, between the Authority and The Bank of New York Trust Company, N.A., as Trustee (the "Indenture"); and WHEREAS, in order to provide greater security for the 2006 Bonds, the Authority has assigned and transferred to the Trustee certain of its rights under a Lease Agreement, dated as of December 1, 2006, between the City and the Authority, under which the Authority will lease the Golf Course to the City (the "Lease"); and WHEREAS, the City is authorized to enter into this Golf Course Site Lease pursuant to the laws of the State of California, and the Authority is authorized to enter into this Golf Course Exhibit 9 Site Lease pursuant to the Joint Powers Agreement pursuant to which the Authority has been established and the laws of the State of California; and WHEREAS, the Authority and the City wish to enter into this Golf Course Site Lease to provide the terms and conditions relating to the lease of the Golf Course by the Authority from the City; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1. Definitions; Golf Course Site Lease. Capitalized terms used herein shall have the meaning given to said terms in the Indenture. The City hereby leases the land upon which the Golf Course will be located, as shown on Exhibit A (the "Golf Course Site") to the Authority, and the Authority hereby leases the Golf Course Site from the City, on the terms and conditions hereinafter set forth. SECTION 2. Term; Possession. The term of this Golf Course Site Lease shall commence, and the Authority shall become entitled to possession of the Golf Course Site hereunder, on the date of issuance of the Bonds. This Golf Course Site Lease shall end, and the right of the Authority hereunder to possession of the Golf Course shall thereupon cease, on September 1, 2036, or such earlier or later date on which the principal of and interest on the 2006 Bonds are paid in full or provisions made for such payment. SECTION 3. Limitations on Management and Operation of Golf Course. This Golf Course Site Lease is subject to the following limitations on the management and operation of the Golf Course: 1) The Golf Course shall remain open to the public and accommodate primarily public play at all skill levels; 2) Management and operation of the Golf Course shall be under the control of the Authority, pursuant to and in accordance with the provisions of the Indenture; 3) The Authority shall, to the extent possible, maintain reasonable fees adequate to achieve the positive financial performance of the Golf Course, including the timely payment of debt service on the Bonds, and secondarily, repayment to the City of monies advanced for payment of debt service on the Bonds and/or for maintenance or operation of the Golf Course. The Authority shall set fees for use of the Golf Course which are comparable to other comparable public golf courses in the San Diego County area, as reasonably determined by the Authority. 4) The Authority shall operate, or cause the Operator to operate, the Golf Course in a manner that will not jeopardize the status of the Bonds as tax-exempt obligations. SECTION 4. Rental. The Authority shall pay to the City as and for rental of the Golf Course Site hereunder, the sum of $10.00, which shall become due and payable upon the Exhibit 9 execution and delivery hereof. No other amounts of rental shall be due and payable by the Authority for the use and occupancy of the Golf Course Site under this Golf Course Site Lease. SECTION 5. Purposes Hereof. The Authority shall use the Site for the purpose of leasing the Site back to the City pursuant to the Lease Agreement, and taking possession of the Golf Course Site so as to operate and maintain (or cause the Operator to operate and maintain) the Golf Course. SECTION 6. Assignments and Subleases. Unless the City shall be in default under the Lease Agreement, the Authority may not assign its rights under this Golf Course Site Lease or sublet all or any portion of the Site, except as provided in the Lease Agreement, without the prior written consent of the City. SECTION 7. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Golf Course Site, or any portion thereof, at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. SECTION 8. Termination. The Authority agrees, upon the termination of this Golf Course Site Lease, to quit and surrender the Golf Course Site, as improved by the construction of the Golf Course, reasonable wear and tear excepted, and agrees that all buildings, improvements and structures then existing upon the Golf Course Site shall remain thereon and title thereto shall vest thereupon in the City for no additional consideration. SECTION 9. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Golf Course Site Lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Golf Course Site Lease and of the Lease Agreement shall be deemed to occur as a result thereof. SECTION 10. Quiet Enjoyment. The Authority at all times during the term of this Golf Course Site Lease shall peaceably and quietly have, hold and enjoy all of the Golf Course Site, subject to the provisions of the Lease Agreement and subject only to Permitted Encumbrances (as such term is defined in the Lease Agreement). SECTION 11. Waiver of Personal Liability. All liabilities under this Golf Course Site Lease on the part of the Authority are solely corporate liabilities of the Authority, and the City hereby releases each and every member and officer of the Authority of and from any personal or individual liability under this Golf Course Site Lease. No member or officer of the Authority or its governing board shall at any time or under any circumstances be individually or personally liable under this Golf Course Site Lease for anything done or omitted to be done by the Authority hereunder. SECTION 12. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Golf Course Site and any improvements thereon. Exhibit 9 SECTION 13. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Golf Course Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Golf Course Site Lease shall be affected thereby, and each provision of this Golf Course Site Lease shall be valid and enforceable to the fullest extent permitted by law. SECTION 14. Notices. Any notice, request, complaint, demand or other communication under this Golf Course Site Lease shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopy, telex or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by telecopy, telex or other form of telecommunication, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City and the Authority may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. If to the City: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-7314 Attention: City Manager Telecopier: (760) 720-9461 If to the Authority: Carlsbad Public Financing Authority 1200 Carlsbad Village Drive Carlsbad, CA 92008-7314 Attention: Executive Director Telecopier: (760) 720-9461 If to the Trustee: The Bank of New York Trust Company, N. A. 700 South Flower Street, Suite 500 Los Angeles, CA 90017 Attention: Corporate Trust Dept. Telecopier: (760) 720-9461 SECTION 15. Governing Law. This Golf Course Site Lease shall be construed in accordance with and governed by the Constitution and laws of the State of California. SECTION 16. Binding Effect. This Golf Course Site Lease shall inure to the benefit of and shall be binding upon the Authority, the City and their respective successors and assigns, subject, however, to the limitations contained herein. SECTION 17. Severability of Invalid Provisions. If any one or more of the provisions contained in this Golf Course Site Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Golf Course Site Lease and such invalidity, illegality or unenforceability shall not affect any other provision of this Golf Course Site Lease, and this Exhibit 9 Golf Course Site Lease shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority and the City each hereby declares that it would have entered into this Golf Course Site Lease and each and every other Section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Golf Course Site Lease may be held illegal, invalid or unenforceable. SECTION 18. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Golf Course Site Lease. SECTION 19. Execution in Counterparts. This Golf Course Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same lease. It is also agreed that separate counterparts of this Golf Course Site Lease may be separately executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City. Exhibit 9 IN WITNESS WHEREOF, the City and the Authority have caused this Golf Course Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. Attest: CITY OF CARLSBAD, as lessor CARLSBAD PUBLIC FINANCING AUTHORITY, as lessee Treasurer 9ejj!retary Exhibit 9 STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) ss appeared ^u»nB ^, On \j2toQ^ecJ3)^'efore me, ^•eiWT^gjtvxiL Cctei OP-) . Notary Public, personally .l?v-k->vn-)K • personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me thal^X she-executed the same m(|uji/he£-authorized capacity, and that by hoker-signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. [SEAL] WITNESS my hand and official seal. EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE LOT 1 THOSE PORTIONS OF CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 13, 1991, AND A PORTION OF LOT "F" OF RANCHO AGUA HEDIONDA, ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON NOVEMBER 16, 1896, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 2, THENCE ALONG THE WESTERLY LINE LOT 2, SOUTH 01053'18" WEST, 478.76 FEET; THENCE LEAVING SAID WESTERLY LINE, NORTH 65°36'27" EAST, 125.80 FEET; THENCE SOUTH 34°56'43" EAST, 80.60 FEET; THENCE NORTH 62°41'49" EAST, 107.46 FEET; THENCE SOUTH 53°08'42" EAST, 125.89 FEET; THENCE SOUTH 19°17'59" EAST, 111.12 FEET; THENCE NORTH 74°12'44" EAST, 165.74 FEET; THENCE NORTH 16°39'13" WEST, 106.18 FEET; THENCE NORTH 41°13'39" EAST, 260.94 FEET; THENCE NORTH 59°20'05" WEST, 338.80 FEET; THENCE NORTH 35°42'01" WEST, 523.37 FEET; THENCE SOUTH 41°43'14" WEST, 240.09 FEET; THENCE SOUTH 43°27'01" EAST, 44.00 FEET; THENCE SOUTH 24°05'18" EAST, 116.16 FEET TO THE POINT OF BEGINNING. CONTAINING 7.67 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 1 OF 1 :DR M:\2540\01\legal descriptions\a03 golf course Lot Idoc WO 2540-1 5/16/06 EXHIBIT "B" CARLSBAD GOLF COURSE LOT 1 SHEET 1 OF 1 "LOT TJ PORTION OF LOT " RANCHO AQUA H£DJONA PARCEL "A N43'27'01"W, \ 44.00 (' POINT OF BEGINNING NW CORNER LOT 2 PER MAP NO. 12903 03 O—1 200 N16'39'13°W 06.78' N19'17'59"W 111.12' CT NO, 85-17 MAP NO, 12903 200 400 600 SCALE l'=200' HUNSAKER & ASSOCIATES SAN D I E G ft INC PIANNWC 10179 Huwnekgra Strait ENGINEERING San [Men Ct 92121 SURVEYING PH(858)S5W500- FX(858)55«.1414 R'\0746\!.Map\EX CLUBHSE SHT Ol.DWGC 03May-16-a006il5'51 EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE LOT 2 A PORTION OF CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON DECEMBER 13, 1991, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD AS SHOWN ON THAT RECORD OF SURVEY NO. 16781, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 9, 2000, THENCE ALONG THE CENTERLINE OF COLLEGE BOULEVARD, THENCE NORTH 11°42'44" EAST, 527.49 FEET (RECORD PER SAID RECORD OF SURVEY NO. 16781: NORTH 11039'25" EAST, 526.41 FEET); TO THE BEGINNING OF A 1350.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THENCE ON THE PROJECTION OF A RADIAL LINE TO SAID CURVE, THENCE NORTH 78°17'16" WEST, 51.00 FEET TO THE WESTERLY RIGHT OF WAY LINE OF COLLEGE BOULEVARD, THE TRUE POINT OF BEGINNING, THENCE NORTH 84°40'13" WEST, 123.47 FEET TO THE BEGINNING OF A 200.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHEAST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 8026'41" WEST; THENCE NORTHWESTERLY 139.99 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40°06'19"; THENCE NORTH 41027'01" WEST, 238.83 FEET; THENCE NORTH 90°00'00" WEST, 52.87 FEET; THENCE NORTH 27°10'11" WEST, 282.19 FEET; THENCE NORTH 49°59'57" WEST, 338.97 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY 149.53 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 85°40'35"; THENCE ON A NON-TANGENT LINE NORTH 35°42'16" EAST, 226.78 FEET; THENCE SOUTH 54817'44" EAST, 100.00 FEET; THENCE SOUTH 62°35'50" EAST, 243.12 FEET; THENCE SOUTH 24°14'21" EAST, 57.75 FEET; THENCE SOUTH 66°12'16" EAST, 152.25 FEET; THENCE SOUTH 45008'56" EAST, 304.31 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHEASTERLY 215.98 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 61052'30"; THENCE NORTH 72"58'34" PAGE 1 OF 2 :OR M:\2540\01\legal descriptlons\a04 golf course Lot 2.doc WO 2540-1 5/16/06 3- EAST, 19.14 FEET; THENCE SOUTH 56°54'54" EAST, 38.00 FEET TO THE BEGINNING OF A 1401.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 56°54'54" WEST; THENCE SOUTHWESTERLY 522.61 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 21°22'22" TO THE TRUE POINT OF BEGINNING. CONTAINING 11.11 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 2 OF 2 :DR M:\2540\01\tegal descriptions\a04 golf course Lot 2.doc WO 2540-1 5/16/06 N54'17'44"W, WO.00 EXHIBIT "B" CARLSBAD GOLF COURSE LOT 2 ^ffrt SHEET 7 OF 1 V24'14'21"W 57.75'tt A ttPARCEL A N54'W'05HW(R)- L= 749.53 R-1 00.00' , „ f %N40'0003E[R) LOT 211.11 N56'54'54"WR 2 75.98' /?=200.00' N48'32_'59"E(R1 123,47' TRUE POINT OF BEGINNING CT NO, 85-17 MAP NO, 12903 PO/A/T OF COMMENCEMENT POINT ON CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD HUNSAKER & ASSOCIATES SAN D I E C ft INC PLANNING 10179 Huorakem Stmt ENGINEERING Sin Dbfd Cl 92121 SURVEYING PH(5H)S584500- FX(B58)S58-U14 Ri\0746\«,Map\EX DRIVING RANGE SHT Ol.DWGC 0]May-16-e006il5i42 600 SCALE l'=200' EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE LOT 3 A PORTION OF CARLSBAD TRACT NO. 81-46, UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 11289, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 50, THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 50 AND THE BOUNDARY OF SAID MAP NO. 11289, SOUTH 85°51'00" WEST, 265.37 FEET; THENCE LEAVING THE SOUTHERLY LINE OF LOT 50 AND THE BOUNDARY OF MAP NO. 11289, NORTH 4009'00" WEST, 54.39 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 700.00 FEET; THENCE NORTHWESTERLY 174.55 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°17'14" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 25.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 71°33'46" WEST; THENCE NORTHEASTERLY 37.94 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 86°57'17"; THENCE NORTH 68°31'04" EAST, 245.66 FEET TO THE EASTERLY LINE OF LOT 50 AND THE BOUNDARY OF MAP NO. 11289; THENCE ALONG THE EASTERLY LINE OF LOT 50 AND THE BOUNDARY OF MAP NO. 11289, SOUTH 10°19'29" EAST, 332.29 FEET TO THE POINT OF BEGINNING. CONTAINING 1.73 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 1 OF 1 :DR M:\2540\01\legal descriptions\a02 golf course Lot 3.doc WO 2540-1 5/16/06 EXHIBIT "B" CARLSBAD GOLF COURSE LOT 3 SWEET ; or ; 81-48 UMJT 3 MAP MO, 11289 P.O.B. SOUTHEAST CORNER OF LOT 50 PER MAP NO. 11289 300 SCALE l'=100' HUNSAKER & ASSOCIATES SAN D I i C O, INC PUNNING TOOT Hutmkem Street ENONEEKMC Sat Dte|0, Cl 92121 SUKVEYMG PH(858)55MSOO- FX(858)558-1414 Ri\0746\8.Mop\EX MAIN BLDG SHT Ol.DWGC 0]Moiy-l6-2006'15i49 i/^ / ORIGINAL TO BE RECORDED AND WHEN RECORDED RETURN TO: Jones Hall 650 California Street, 18th Floor San Francisco, California 94108 Attention: William H. Madison, Esq. THE ORIGINAL OF THIS DOCUMENT WAS RECORDED ON MAY 25, 2007 DOCUMENT NUMBER 2007-03S8125 GREGORY J. SMITH, COUNTY RECORDER SAN DIEGO COUNTY RECORDER'S OFFICE TIME: 4:22 PM THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11928 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. LEASE AGREEMENT Dated as of December 1,2006 by and between CARLSBAD PUBLIC FINANCING AUTHORITY, as lessor and CITY OF CARLSBAD, as lessee Relating to $[Principal Amount] Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) AB 18,816 Resos 25/26 - Resos 2006-344/2006-345 Page Exhibit 10 -2- TABLE OF CONTENTS Page Exhibit 10 ARTICLE I Definitions Section 1.1. Definitions 3 Section 1.2. Interpretation 4 ARTICLE II Covenants, Representations and Warranties Section 2.1. Covenants, Representations and Warranties of the City 5 Section 2.2. Covenants, Representations and Warranties of the Authority 6 ARTICLE III Deposit of Moneys; Construction and Equipping of the Golf Course Section 3.1. Deposit of Moneys 8 Section 3.2. Construction of the Golf Course 8 ARTICLE IV Lease of Golf Course; Term of This Lease; Lease Payments Section 4.1. Lease 9 Section 4.2. Term 9 Section 4.3. Possession; Recordation 9 Section 4.4. Lease Payments 9 Section 4.5. Quiet Enjoyment 10 Section 4.6. Title 11 Section 4.7. Limitations on Management and Operation of Golf Course 11 ARTICLE V Maintenance; Taxes; Insurance; and Other Matters Section 5.1. Maintenance, Utilities, Taxes and Assessments 12 Section 5.2. Modification of Golf Course 12 Section 5.3. Recordation Hereof; Title Insurance' 13 Section 5.4. Installation of Authority's Equipment 13 Section 5.5. Liens 13 ARTICLE VI Damage, Destruction and Eminent Domain; Use of Net Proceeds Section 6.1. Application of Net Proceeds 14 Section 6.2. Termination Due to Eminent Domain 14 ARTICLE VII Other Covenants of the City Section 7.1. Disclaimer of Warranties 15 Section 7.2. Access to the Golf Course 15 Section 7.3. Release and Indemnificahon Covenants 15 Section 7.4. Assignment by the Authority 15 Section 7.5. Assignment and Subleasing by the City 16 Section 7.6. Amendment of Lease Agreement 16 -i- Exhibit 10 ARTICLE VIII Events of Default and Remedies Section 8.1. Events of Default Defined 17 Section 8.2. Remedies on Default 17 Section 8.3. No Remedy Exclusive 18 Section 8.4. No Additional Waiver Implied by One Waiver 19 Section 8.5. Application of Proceeds 19 Section 8.6. Trustee and Bond Owners to Exercise Rights 19 ARTICLE IX Miscellaneous Section 9.1. Notices 20 Section 9.2. Binding Effect 20 Section 9.3. Severability 20 Section 9.4. Net-net-net Lease 20 Section 9.5. Further Assurances and Corrective Instruments 20 Section 9.6. Execution in Counterparts 21 Section 9.7. Applicable Law 21 Section 9.8. Authority and City Representatives 21 Section 9.9. Captions 21 Exhibit A Description of Golf Course Site A-l Exhibit B Schedule of Lease Payments B-l -11- Exhibit 10 LEASE AGREEMENT This Lease Agreement (this "Lease"), dated as of December 1, 2006, is by and between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing tinder the Constitution and laws of the State of California (the "Authority"), and the CITY OF CARLSBAD, (the "City"); WITNESSETH: WHEREAS, the City and the Carlsbad Municipal Water District created the Authority pursuant to that certain Joint Exercise of Powers Agreement dated as of April 1, 2000, for the purpose of financing the acquisition of public capital improvements; and WHEREAS, the City and the Authority have determined to finance a portion of the costs of the construction and equipping of the Carlsbad Municipal Golf Course (the "Golf Course"); and WHEREAS, the Authority is authorized pursuant to the provisions of Article 4 of the Joint Exercise of Powers Law (the "Bond Law"), to issue its revenue bonds for the purpose of financing the acquisition and construction of public capital improvements such as the Golf Course; and WHEREAS, the Board of Directors of the Authority has determined to approve the issuance and sale of its Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) (the "Bonds") under the Bond Law to finance the construction and equipping of the Golf Course; and WHEREAS, the Bonds will be issued pursuant to an Indenture of Trust, dated as of December 1, 2006, between the Authority arid The Bank of New York Trust Company, N. A. (the "Indenture"); and WHEREAS, in order to provide better security for the Bonds, the Authority will lease the Golf Course from the City under a Golf Course Site Lease, dated as of December 1, 2006, between the City and the Authority (the "Golf Course Site Lease"); and WHEREAS, the Authority and the City wish to enter into this Lease Agreement to provide the terms and conditions relating to the leaseback of the Golf Course by the City from the Authority; WHEREAS, the Authority will assign and transfer to the Trustee certain of its rights under this Lease Agreement; and WHEREAS, the City is authorized to enter into this Lease Agreement pursuant to the laws of the State of California, and the Authority is authorized to enter into this Lease Agreement pursuant to the Bond Law; and Exhibit 10 NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows: -2- ARTICLE I Definitions SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Lease shall have the respective meanings specified in Section 1.01 of the Trust Indenture. In addition, the following terms heretofore defined in this Lease and the following terms defined in this Section 1.1 shall, for all purposes of this Lease, have the respective meanings herein specified. "Bond Payments" means the debt service payable by the Authority on the Bonds pursuant to the Indenture, including any amounts payable upon a delinquency in the payment thereof. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of execution and delivery of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Event of Default" means any of the events of default defined as such in Section 8.1. "Fiscal Year" means the twelve-month period beginning on July 1 of any year and ending on June 30 of the next succeeding year, or any other twelve-month period by the City as its fiscal year pursuant to written notice filed with the Trustee. if"Golf Course Site" means the land described as such in Exhibit A attached hereto and by this reference incorporated herein, including all buildings, facilities and other real property situated thereon as of the Closing Date, generally known as the Carlsbad Municipal Golf Course. * <*.~A. <& \»r \C-V«, \,i VS. "Golf Course Site Lease" means the Golf Course Site Lease, dated as of December 1, 2006, by and between the City, as lessor, and the Authority, as lessee, of the Golf Course, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments thereto. "Indenture" means the Indenture of Trust, dated as of December 1, 2006, by and among the Trustee and the Authority, together with any duly authorized and executed amendments thereto. "Lease Payments" means the Lease Payments payable by the City hereunder, as provided in Section 4.4, in the amounts and at the dates shown in Exhibit Bj l_ e«-& * ^><x.-yv> ev^ <, "Lease Payment Dates" means the fifth Business Day preceding each September 1 and March 1 of each year, commencing with the fifth Business Day preceding March 1, 2007. "Permitted Encumbrances" means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid -3- Exhibit 10 pursuant to Article V; (b), the Golf Course Site Lease, this Lease, the Assignment Agreement, and any other agreement or document contemplated hereunder to be recorded against the Golf Course; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; and (d) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the Authority certifies in writing will not materially impair the use of the Golf Course for its intended purposes. "Term of this Lease" means the time during which this Lease is in effect, as provided in Section 4.2. ""Trustee" means The Bank of New York Trust Company, N.A., or any successor thereto acting as Trustee pursuant to this Trust Indenture. SECTION 1.2. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Indenture; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or subdivision hereof. -4- Exhibit 10 ARTICLE II Covenants, Representations and Warranties SECTION 2.1. Covenants, Representations and Warranties of the City. The City makes the following covenants, representations and warranties to the City as of the date of the execution and delivery of this Lease: (a) Due Organization and Existence. The City is a municipal corporation duly organized and vaHdly existing under the Constitution and laws of the State of California, has full legal right, power and City under the laws of the State of California to enter into this Lease and the Golf Course Site Lease, and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action the City has duly authorized the execution and delivery of this Lease and the Golf Course Site Lease. (b) Due Execution. The representatives of the City executing this Lease and the Golf Course Site Lease have been fully authorized to execute the same pursuant to a resolution duly adopted by the City Council of the City. (c) Valid. Binding and Enforceable Obligations. This Lease and the Golf Course Site Lease have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms. (d) No Conflicts. The execution and delivery of this Lease, the Golf Course Site Lease, the Trust Indenture, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease and the Golf Course Site Lease or the financial condition, assets, properties or operations of the City or its properties. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental City is necessary in connection with the execution and delivery of this Lease, the Golf Course Site Lease or the Trust Indenture, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect. -5- Exhibit 10 (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, educational or other governmental agency pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Lease, the Golf Course Site Lease or the Trust Indenture, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, educational or other governmental City, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Golf Course Site Lease or the financial conditions, assets, properties or operations of the City or its properties. SECTION 2.2. Covenants, Representations and Warranties of the Authority. The Authority makes the following covenants, representations and warranties as the basis for its undertakings herein contained: (a) Due Organization and Existence. The Authority is a joint exercise of powers agency duly organized and existing under the Nonprofit Public Benefit Authority Law of the State of California, has full legal right, power and City to enter into this Lease, the Golf Course Site Lease, and the Assignment Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action the Authority has duly authorized the execution and delivery of this Lease, the Golf Course Site Lease, the Trust Indenture and the Assignment Agreement. (b) Due Execution. The representatives of the Authority executing this Lease, the Golf Course Site Lease, the Trust Indenture and the Assignment Agreement are fully authorized to execute the same pursuant to official action taken by the governing body of the Authority. (c) Valid. Binding and Enforceable Obligations. This Lease, the Golf Course Site Lease, the Trust Indenture and the Assignment Agreement have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms. (d) No Conflicts. The execution and delivery of this Lease, the Golf Course Site Lease, the Trust Indenture and the Assignment Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Authority is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, which conflict, violation, breach, default, lien, -6- Exhibit 10 charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Golf Course Site Lease, the Trust Indenture and the Assignment Agreement or the financial condition, assets, properties or operations of the Authority or its properties. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Authority, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental City is necessary in connection with the execution and delivery of this Lease, the Golf Course Site Lease, the Trust Indenture or the Assignment Agreement, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, educational or other governmental City pending or, to the knowledge of the Authority after reasonable investigation, threatened against or affecting the Authority or the assets, properties or operations of the Authority which, if determined adversely to the Authority or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Lease, the Golf Course Site Lease, the Trust Indenture or the Assignment Agreement, or upon the financial condition, assets, properties or operations of the Authority, and the Authority is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, educational or other governmental City, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Golf Course Site Lease, the Trust Indenture or the Assignment Agreement or the financial conditions, assets, properties or operations of the Authority or its properties. -7- Exhibit 10 ARTICLE III Deposit of Moneys; Construction and Equipping of the Golf Course SECTION 3.1. Deposit of Moneys. On the Closing Date, the Authority shall cause the proceeds of the sale of the Bonds to be deposited with the Trustee, and applied as provided in Section 3.02 of the Trust Indenture. SECTION 3.2. Construction and Equipping of the Golf Course. The Authority agrees to construct and equip the Golf Course from amounts on hand in the Project Fund, held by the Trustee under Section 3.05 of the Indenture, and will diligently pursue completion of the Golf Course. -8- ARTICLE IV Lease of Golf Course; Term of This Lease; Lease Payments SECTION 4.1. Lease. The Authority hereby leases the Golf Course to the City, and the City hereby leases the Golf Course from the Authority, upon the terms and conditions set forth in mis Lease. SECTION 4.2. Term. The Term of this Lease shall commence on the Closing Date hereof and shall end on the earliest of the date on which the Trust Indenture shall be discharged pursuant to and in accordance with Section 9.03 thereof, but under any circumstances not later than September 1, 2036. The provisions of this Section 4.2 are subject to the provisions of Section 6.2 relating to the taking of the Golf Course in eminent domain proceedings or the sale of the Golf Course under threat of such proceedings. SECTION 4.3. Possession; Recordation. The City is in possession of the Golf Course, and shall cause the Golf Course Site Lease, the Lease Agreement and the Assignment Agreement to be recorded against the Golf Course Site. SECTION 4.4. Lease Payments. (a) Lease Payments. The City agrees to pay to the Trustee, as assignee of the Authority, as rental for the use and occupancy of the Golf Course hereunder during each Rental Period, for the Golf Course in the respective amounts specified in Exhibit B*o be due and payable on the respective Lease Payment Dates specified in Exhibit B, but only if and to the extent the Net Revenues of the Golf Course are ever insufficient to pay Bond Payments as the same become due and payable. If the City receives notification from the Trustee pursuant to Section 4.02(a) of the Indenture that there is not then on hand in the Bond Service Fund sufficient funds to pay principal of and interest on the Bonds on the next occurring Interest Payment Date, the City shall immediately pay the next scheduled Lease Payment to the Trustee, less a credit for any amounts then on hand in the Bond Service Fund. ** L«»*«. ^» Any amount held in the Bond Service Fund on any Lease Payment Date shall be credited towards the Lease Payment then due and payable; and no Lease Payment need be made on any Lease Payment Date if the amounts then held in the Bond Service Fund are at least equal to the Bond Payments then required to be paid. The Lease Payments for the Golf Course payable in any Rental Period shall be for the use of the Golf Course during such Rental Period. (b) Effect of Prepayment. In the event that the Authority redeems all Bonds Outstanding pursuant to the Indenture, the City's obligations under this Lease Agreement shall thereupon cease and terminate, including but not limited to the City's obligation to pay Lease Payments under this Section 4.4; subject however, to the provisions of Section 10.1 in the case of prepayment by application of a security deposit. In the event that the City purchases the Golf Course pursuant to Section 10.2, the amount paid pursuant to Section 10.2 shall be credited entirely towards the prepayment in full or in part of the Lease Payments. In the event that the City prepays the Lease Payments in part but not in whole pursuant to Section 10.3 as a result of any insurance award or condemnation award with respect to the Golf Course, such -9- prepayment shall be credited entirely towards the prepayment of the Lease Payments as follows: (i) the principal components of the remaining Lease Payments shall be reduced on a pro rata basis in integral multiples of $5,000; and (ii) the interest component of the remaining Lease Payments shall be reduced by the aggregate corresponding amount of interest which would otherwise be payable on the Bonds thereby prepaid pursuant to Section 4.01(B) of the Trust Agreement. (cL Fair Rental Value. The aggregate amount of the Lease Payments, as shown on Exhibit B, coming due and payable on Lease Payment Dates during each Rental Period, shall constitute the total rental for the Golf Course for such Rental Period, and shall, subject to the limitations set forth in paragraph (a) above, be paid by the City in each Rental Period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of the Golf Course during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments represent the fair rental value of the Golf Course, either as a golf course or as open space, it being hereby found and determined that the value of the Golf Course as open space has a fair rental value at least equal to the Lease Payments. In making such determination, consideration has been given to the value of the Golf Course as an operating golf course and as open space, the costs of financing the acquisition and rehabilitation of the Golf Course, other obligations of the City and the Authority under this Lease, the uses and purposes which may be served by the Golf Course and the benefits therefrom which will accrue to the City and the general public. ^ V-« «-5%?«-<^**»-**<*< * * (d) Budget and Appropriation. The City covenants to take such action as may be necessary to include all Lease Payments due hereunder in each of its budgets during the Term of this Lease Agreement and to make the necessary annual appropriations for all such Lease Payments, except that such Lease Payments need not be budgeted or appropriated to the extent amounts on deposit in the Bond Service Fund are sufficient to pay Bond Payments on a timely basis. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City. (e) Assignment. The City understands and agrees that all Lease Payments have been assigned by the Authority to the Trustee in trust, pursuant to the Assignment Agreement, for the benefit of the Owners of the Bonds, and the City hereby assents to such assignment. The Authority hereby directs the City, and the City hereby agrees to pay to the Trustee at its Principal Corporate Trust Office, all payments payable by the City pursuant to this Section 4.3 and all amounts payable by the City pursuant to Article X. SECTION 4.5. Quiet Enjoyment. Throughout the Term of this Lease, the Authority shall provide the City with quiet use and enjoyment of the Golf Course, and the City shall peaceably and quietly have and hold and enjoy the Golf Course, without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease. The Authority will, at the request of the City and at the City's cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. Notwithstanding the foregoing, the Authority shall have the right to inspect the Golf Course as provided in Section 7.2. -10- Exhibit 10 SECTION 4.6. Title. At all times during the Term of this Lease, the City shall hold title to the Golf Course, subject to the provisions of the Golf Course Site Lease and other Permitted Encumbrances. Upon the termination of this Lease, all right, title and interest of the Authority hereunder in and to the Golf Course shall be transferred to and vested in the City. Upon the payment in full of all Lease Payments, or upon the deposit by the City of security for such Lease Payments as provided in Section 9.03 of the Indenture, all right, title and interest of the Authority hereunder in and to the Golf Course shall be transferred to and vested in the City. The Authority agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer of title. SECTION 4.7. Limitations on Management and Operation of Golf Course. This Lease is subject to the following limitations on the management and operation of the Golf Course: 1) The Golf Course shall remain open to the public and accommodate primarily public play at all skill levels; 2) Management and operation of the Golf Course shall be under the control of the Authority, pursuant to and in accordance with the provisions of the Indenture; 3) The Authority shall, to the extent possible, maintain reasonable fees adequate to achieve the financial performance of the Golf Course, including specifically the timely payment of Bond Payments, and the Authority shall set fees for use of the Golf Course which are comparable to other comparable public golf courses in the San Diego County area, as reasonably determined by the Authority. 4) The Authority shall operate or cause the Operator to operate, the Golf Course in such manner as shall not jeopardize the tax-exempt status of the Bonds. -11- Exhibit 10 ARTICLE V Maintenance; Taxes; Insurance; and Other Matters SECTION 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of this Lease, as part of the consideration for the rental of the Golf Course, all improvement, repair and maintenance of the Golf Course shall be the responsibility of the Authority, and the Authority shall pay for or otherwise arrange for the payment of all utility services supplied to the Golf Course, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Golf Course resulting from ordinary wear and tear or want of care on the part of the Authority, the Operator or any assignee or sublessee thereof. The Authority shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Authority or the City affecting the Golf Course or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. The Authority may, at the Authority's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the City shall notify the Authority that, in its reasonable opinion, by nonpayment of any such items the interest of the City in the Golf Course will be materially endangered or the Golf Course or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee. SECTION 5.2. Modification of Golf Course. The Authority shall, at its own expense, have the right to remodel the Golf Course, or to make additions, modifications and improvements thereto. All additions, modifications and improvements to the Golf Course shall thereafter comprise part thereof and be subject to the provisions of this Lease. Such additions, modifications and improvements shall not in any way damage the Golf Course, or cause the Golf Course to be used for purposes other than those authorized under the provisions of state and federal law; and the Golf Course, upon completion of any additions, modifications and improvements made thereto pursuant to this Section, shall be of a value which is not substantially less than the value thereof immediately prior to the making of such additions, modifications and improvements. The Authority will not permit any mechanic's or other lien to be established or remain against the Golf Course for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the Authority pursuant to this Section; provided that if any such lien is established and the Authority shall first notify or cause to be notified the Authority of the City's intention to do so, the Authority may in good faith contest any lien filed or established against the Golf Course, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom and shall provide -12- ,33 Exhibit 10 the Authority with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the City. The Authority will cooperate fully in any such contest, upon the request and at the expense of the Authority. SECTION 5.3. Recordation Hereof; Title Insurance. On or immediately after the Closing Date, the Authority shall, at its expense, (a) cause the Golf Course Site Lease, this Lease or a memorandum thereof in form and substance approved by Bond Counsel, and the Assignment Agreement to be recorded in the office of the San Diego County Recorder with respect to the Site, and (b) obtain a CLTA title insurance policy insuring the leasehold estate hereunder in the Golf Course Site, subject only to Permitted Encumbrances, in an amount at least equal to the aggregate principal amount of the Bonds, and shall name the Trustee as an insured. All Net Proceeds received under any such title insurance policy shall be deposited with the Trustee in the Bond Service Fund and shall be credited towards the redemption of Bonds pursuant to Section 2.03(b) of the Trust Indenture. SECTION 5.4. Installation of Authority's Equipment. The Authority may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Golf Course. All such items may be modified or removed by the Authority at any time, provided that the Authority shall repair and restore any and all damage to the Golf Course resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the City from purchasing or leasing items to be installed pursuant to this Section under a lease or conditional sale agreement, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Golf Course. SECTION 5.5. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Golf Course, other than as herein contemplated and except for such encumbrances as the City shall certify in writing to the Trustee do not adversely affect the leasehold estate in the Golf Course hereunder. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The City shall reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. -13- Exhibit 10 ARTICLE VI Damage, Destruction and Eminent Domain; Use of Net Proceeds SECTION 6.1. Application of Net Proceeds. The Net Proceeds of any insurance award resulting from any damage to or destruction of the Golf Course by fire or other casualty shall be paid to the Trustee, and applied as set forth in Section 5.05 of the Trust Indenture. The Net Proceeds of any eminent domain award with respect to the Golf Course resulting from any event described in Section 6.2 shall be paid by the City to the Trustee and applied as set forth in Section 5.04 of the Trust Indenture. SECTION 6.2. Termination Due to Eminent Domain. If the Golf Course shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of this Lease shall cease with respect thereto as of the day possession shall be so taken. If less than all of the Golf Course shall be taken permanently, or if the Golf Course shall be taken temporarily, under the power of eminent domain, this Lease shall continue in full force and effect with respect thereto and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary. -14- Exhibit 10 ARTICLE VII Other Covenants of the City SECTION 7.1. Disclaimer of Warranties. THE AUTHORITY MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE GOLF COURSE SITE OR ANY PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE GOLF COURSE SITE OR ANY PORTION THEREOF. THE CITY ACKNOWLEDGES THAT THE CORPORATION LEASES THE GOLF COURSE SITE AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE CITY. In no event shall the Authority be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Lease or the Trust Indenture for the existence, furnishing, functioning or City's use of the Golf Course. SECTION 7.2. Access to the Golf Course. The City agrees that the Authority and any Authority Representative, the Operator, and the Authority's successors or assigns, shall have the right at all reasonable times to enter upon and to examine and inspect the Golf Course or any portion thereof. The City further agrees that the Authority, the Operator, any Authority Representative and the Authority's successors or assigns shall have such rights of access to the Golf Course or any portion thereof as may be reasonably necessary to cause the proper maintenance of the Golf Course in the event of failure by the City to perform its obligations hereunder, provided, however, that the Trustee shall not be required to cause such maintenance to the Golf Course. SECTION 7.3. Release and Indemnification Covenants. The City shall and hereby agrees to indemnify and save the Authority and the Trustee and their respective officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management of, or from any work or thing done on the Golf Course by the City, (b) any breach or default on the part of the City in the performance of any of its obligations under this Lease, (c) any negligence or willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Golf Course, (d) any intentional misconduct or negligence of any sublessee of the City with respect to the Golf Course, or (e) the acquisition, construction, improvement and equipping of the Golf Course, or the authorization of payment of the Golf Course Site Lease Payment, the Costs of Issuance or the Golf Course Costs. No indemnification is made under this Section or elsewhere in this Lease for willful misconduct, negligence, or breach of duty under this Lease by the Authority or the Trustee, or their respective officers, employees, successors or assigns. SECTION 7.4. Assignment by the Authority. The Authority's rights under this Lease, including the right to receive and enforce payment of the Lease Payments, have been assigned to the Trustee pursuant to the Assignment Agreement, to which assignment the City hereby consents. -15- Exhibit 10 SECTION 7.5. Assignment and Subleasing by the City. This Lease may not be assigned by the City. The City may sublease the Golf Course, or any portion thereof, but only after satisfaction of the following conditions: (a) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease. (b) No such sublease by the City shall cause the Golf Course to be used for a purpose other than as may be authorized under the provisions of the laws of the State of California. (c) The City shall furnish the Authority and the Trustee with a written opinion of Bond Counsel stating that such sublease does not cause the interest on the Bonds to become includable in gross income for purposes of federal or State of California personal income taxation. SECTION 7.6. Amendment of Lease Agreement. The Authority and the City may at any time amend or modify any of the provisions of this Lease, but only (a) with the prior written consent of the Owners of a majority in aggregate principal amount of the Outstanding Bonds; or (b) without the consent of the Trustee or any of the Bond Owners, but only if such amendment or modification is for any one or more of the following purposes- (i) to add to the covenants and agreements of the City contained in this Lease, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City, or (ii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that, in the opinion of Bond Counsel, such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or (iii) to amend the description of the Golf Course to reflect accurately the property originally intended to be included therein; or (iv) to secure an issue of Parity Debt. -16- Exhibit 10 ARTICLE VIII Events of Default and Remedies SECTION 8.1. Events of Default Defined. Any one or more of the following events shall constitute an Event of Default hereunder: (a) Failure by the City to pay the Lease Payments as the same become due and payable under this Lease Agreement. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding clause (a), for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority or the Trustee; provided, however, that if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such sixty (60) day period, such failure shall not constitute an Event of Default if the City shall commence to cure such failure within such sixty (60) day period and thereafter diligently and in good faith shall cure such failure in a reasonable period of time. (c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. SECTION 8.2. Remedies on Default. Whenever any Event of Default shall have happened and be continuing, it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Lease; provided, that the exercise of any remedy hereunder shall be subject to the limitations set forth in Section 4.7 hereof. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; provided, that no termination of this Lease shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority shall have and is granted each and every one of the following remedies. (a) Enforcement of Lease Without Termination. The City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to enter upon and re-lease the Golf Course in the event of default by the City in the performance of any covenants herein or in the Indenture contained to be performed by the City and to remove all personal property whatsoever situated upon the Golf Course, to place such property in storage or other suitable place in the County of San Diego for the account of and at the expense of the City, and -17- C Exhibit 10 the City hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Golf Course and the removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease constitute full and sufficient notice of the right of the Authority to re-lease the Golf Course in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Authority in effecting such re-leasing shall constitute a surrender or termination of this Lease irrespective of the term for which such re- leasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease shall vest in the Authority to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) of this Section. (b) Termination of Lease. If an Event of Default occurs and is continuing hereunder, the Authority at its option may terminate this Lease and re-lease all or any portion of the Golf Course. In the event of the termination of this Lease by the Authority at its option and in the manner hereinafter provided on account of default by the City (and notwithstanding any re-entry upon the Golf Course by the Authority in any manner whatsoever or tike re-leasing of the Golf Course), the City nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and other amounts payable hereunder. Any surplus received by the Authority from such re-leasing shall be deposited in the Authority Golf Course Fund. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Authority shall of itself operate to terminate this Lease, and no termination of this Lease on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease. The City covenants and agrees that no surrender of the Golf Course, or of the remainder of the Term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice. (c) Proceedings at Law or In Equity. If an event of default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. SECTION 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in -18- Exhibit 10 this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law. SECTION 8.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. SECTION 8.5. Application of Proceeds. All Net Proceeds received from the re-lease of the Golf Course under this Article VIII, and all other amounts derived by the Authority or the Trustee as a result of the occurrence of an Event of Default, shall be transferred to the Trustee promptly upon receipt thereof and shall, after payment of all fees and expenses of the Trustee, including without limitation, fees and expenses of its attorneys and advisors, be deposited in the Bond Service Fund and applied by the Trustee pursuant to Section 4.02 of the Trust Indenture. SECTION 8.6. Trustee and Bond Owners to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VIII have been assigned by the Authority to the Trustee under the Assignment Agreement. Such rights and remedies shall be exercised by the Trustee and the Owners of the Bonds as provided in the Trust Indenture. -19- Exhibit 10 ARTICLE IX Miscellaneous SECTION 9.1. Notices. Any notice, request, complaint, demand or other communication under this Lease shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopier or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by telecopier or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. If to the City: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-7314 Attention: Executive Director Telecopier: (760) 720-9461 If to the Authority: Carlsbad Public Financing Authority 1200 Carlsbad Village Drive Carlsbad, CA 92008-7314 Attention: Secretary Telecopier: (760) 720-9461 If to the Trustee: The Bank of New York Trust Company, National Association 700 South Flower Street, Suite 500 Los Angeles, CA 90017 Attention: Corporate Trust Dept. Telecopier: (213) 630-6215 SECTION 9.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. SECTION 9.3. Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.4. Net-net-net Lease. This Lease shall be deemed and construed to be a "net- net-net lease" and the City hereby agrees that the Lease Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. SECTION 9.5. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Golf -20- Exhibit 10 Course hereby leased or intended so to be or for carrying out the expressed intention of this Lease. SECTION 9.6. Execution in Counterparts. This Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 9.7. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. SECTION 9.8. Authority and City Representatives. Whenever under the provisions of this Lease the approval of the Authority or the City is required, or the Authority or the City is required to take some action at the request of the other, such approval or such request shall be given for the Authority by a Authority Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval or request. SECTION 9.9. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Lease. Exhibit 10 IN WITNESS WHEREOF, the Authority and the City have caused this Lease to be executed in their respective names by their duly authorized officers, all as of the date first above written. CARLSBAD PUBLIC FINANCING AUTHORITY as lessor CITY OF CARLSBAD, as lessee City Manager Attest: Exhibit 10 STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) ss On me, «SKe>Wl\!erttJi n Notary Public, personally appeared CW)t ft.Le.i>>'>3 personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that^gV she- executed the same in^^V her authorized capacity, and that by ^LJS^her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. [SEAL] SHEILA RENAE COMAN Comn*«on» 1639631Notafy Pubic * CoMocnioSon DtoQO County WITNESS my hand and official seal. £ot ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA } SS. COUNTY OF sklynCV'&cvQ } On yTyijj 4 £ftr before me, .•- 1- "-^ (Name and Title of Officer personally appeared f\ai\fTnon^ f//?. _personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his / her / their authorized capacity(ies), and that by his / her / their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (This area for official notarial seal) Signature CommMonf 1630631 Nofov Pobfc Son Dbgo County Roc.Fonn#R11(01/06/06) EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE LOT 1 THOSE PORTIONS OF CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 13, 1991, AND A PORTION OF LOT "F" OF RANCHO AGIJA HEDIONDA, ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON NOVEMBER 16, 1896, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 2, THENCE ALONG THE WESTERLY LINE LOT 2, SOUTH 01°53'18" WEST, 478.76 FEET; THENCE LEAVING SAID WESTERLY LINE, NORTH 65°36'27" EAST, 125.80 FEET; THENCE SOUTH 34°56'43" EAST, 80.60 FEET; THENCE NORTH 62'41'49" EAST, 107.46 FEET; THENCE SOUTH 53008'42" EAST, 125.89 FEET; THENCE SOUTH 19°17'59" EAST, 111.12 FEET; THENCE NORTH 74°12'44" EAST, 165.74 FEET; THENCE NORTH 16°39'13" WEST, 106.18 FEET; THENCE NORTH 41°13'39" EAST, 260.94 FEET; THENCE NORTH 59°20'05" WEST, 338.80 FEET; THENCE NORTH 35°42'01" WEST, 523.37 FEET; THENCE SOUTH 4r43'14" WEST, 240.09 FEET; THENCE SOUTH 43°27'01" EAST, 44.00 FEET; THENCE SOUTH 24°05'18" EAST, 116.16 FEET TO THE POINT OF BEGINNING. CONTAINING 7.67 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. :DR M:\2540\01\legal descriptions\a03 golf course Lot 1 .doc WO 2540-1 5/16/06 PAGE 1 OF 1 EXHIBIT "B" CARLSBAD GOLF COURSE LOT 1 SHEET 1 OF 1 LOT "H" PORTION OF LOT " RANCHO AQUA H£DJONA PARCEL "A N43'27'01"Wr44.00 ( POINT OF BEGINNING NW CORNER LOT 2 PER MAP NO. 12903 ^--' CD O 200 N16'39'13"W 06.18' N19'17'59"W 111.12' CT NO, 85-17 MAP NO, 12903 eoo 400 SCALE l'=200 HUNSAKER & ASSOCIATES SAN DIECd INC FUNNMC 10179 Humdum SMrt ENONKRINC Sni Dhm Ct «O1 SURVEYING PH(858)558-t500- F«858)55(H414 R'\0746\fcMop\EX CLUBHSE SHT Ol.DWGC 01M<xy-16-2006'15i51 EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE LOT 2 A PORTION OF CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON DECEMBER 13, 1991, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD AS SHOWN ON THAT RECORD OF SURVEY NO. 16781, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 9, 2000, THENCE ALONG THE CENTERLINE OF COLLEGE BOULEVARD, THENCE NORTH 11°42'44" EAST, 527.49 FEET (RECORD PER SAID RECORD OF SURVEY NO. 16781: NORTH 11°39'25" EAST, 526.41 FEET); TO THE BEGINNING OF A 1350.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THENCE ON THE PROJECTION OF A RADIAL LINE TO SAID CURVE, THENCE NORTH 78817'16" WEST, 51.00 FEET TO THE WESTERLY RIGHT OF WAY LINE OF COLLEGE BOULEVARD, THE TRUE POINT OF BEGINNING, THENCE NORTH 84040'13"WEST, 123.47 FEET TO THE BEGINNING OF A 200.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHEAST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 8026'41" WEST; THENCE NORTHWESTERLY 139.99 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40°06'19"; THENCE NORTH 41°27'01" WEST, 238.83 FEET; THENCE NORTH 90°00'00" WEST, 52.87 FEET; THENCE NORTH 27°10'11" WEST, 282.19 FEET; THENCE NORTH 49°59'57" WEST, 338.97 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY 149.53 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 85°40'35"; THENCE ON A NON-TANGENT LINE NORTH 35°42'16" EAST, 226.78 FEET; THENCE SOUTH 54017'44" EAST, 100.00 FEET; THENCE SOUTH 62°35'50" EAST, 243.12 FEET; THENCE SOUTH 24°14'21" EAST, 57.75 FEET; THENCE SOUTH 66°12'16" EAST, 152.25 FEET; THENCE SOUTH 45°08'56" EAST, 304.31 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHEASTERLY 215.98 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 61°52'30"; THENCE NORTH 72°58'34" PAGE 1 OF 2 :DR M:\2540\01\legal descriptlons\a04 golf course Lot 2.doc WO 2540-1 5/16/06 EAST, 19.14 FEET; THENCE SOUTH 56°54'54" EAST, 38.00 FEET TO THE BEGINNING OF A 1401.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 56054'54" WEST; THENCE SOUTHWESTERLY 522.61 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2r22'22" TO THE TRUE POINT OF BEGINNING. CONTAINING 11.11 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 2 OF 2 :DR M:\2540\01\legal descriptions\a04 golf course Lot 2.doc WO 2540-1 5/16/06 N54'17'44"W, 100.00 EXHIBIT "B" CARLSBAD GOLF COURSE LOT 2 SHEET 1 OF 1 V24'14'21"W 57.75'PARCEL "A N54'16'05WRL L=149.53' R= 100.00' Ass85'40'35"N66'12'16"W . , v 152.25' N40'OOOJE(.R) N1701'26"W(R) N90TOOOOE 52.87' 77?L>£ PO/A/r Of BEGINNING CT NO, 85-17 MAP NO, 12903 POINT OF COMMENCEMENT POINT ON CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD ' HUNSAKER & ASSOCIATES SAN DIEGOl INC PIANMNC KW9 Huonekem StoW ENGNttRlNG 5*1 Utfa. Ca 92121 SURVEYING PH(85»)S58-tSOO. FX(SH)5S»-1414 Ri\0746\fcMap\EX DRIVING RANGE SHT Ol.DVGC 03Moy-16-2006il5i42 SCALE l'=200' EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE LOT 3 A PORTION OF CARLSBAD TRACT NO. 81-46, UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 11289, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 50, THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 50 AND THE BOUNDARY OF SAID MAP NO. 11289, SOUTH 85°51'00" WEST, 265.37 FEET; THENCE LEAVING THE SOUTHERLY LINE OF LOT 50 AND THE BOUNDARY OF MAP NO. 11289, NORTH 4°09'00" WEST, 54.39 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 700.00 FEET; THENCE NORTHWESTERLY 174.55 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°17'14" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 25.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 71033'46" WEST; THENCE NORTHEASTERLY 37.94 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 86857'17"; THENCE NORTH 68°31'04" EAST, 245.66 FEET TO THE EASTERLY LINE OF LOT 50 AND THE BOUNDARY OF MAP NO. 11289; THENCE ALONG THE EASTERLY LINE OF LOT 50 AND THE BOUNDARY OF MAP NO. 11289, SOUTH 10°19'29" EAST, 332.29 FEET TO THE POINT OF BEGINNING. CONTAINING 1.73 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. :DR M:\2540\01Megal descriptions\a02 golf course Lot 3.doc WO 2540-1 5/16/06 PAGE 1 OF 1 EXHIBIT "B" CARLSBAD GOLF COURSE LOT 3 SWEET 7 OF 1 CT 31-48 UNJT 3 MAP NO, 11239 _N_7r_J3'46"E(R) P.O.B. SOUTHEAST CORNER OF LOT 50 PER MAP NO. 11289 100 100 SCALE l'=100' 200 300 HUNSAKER & ASSOCIATES SAN DIECC* INC PUNNING 10179 Hmmkere Street ENONEDUNC Stn Otft, Cl 92121 SURVEYING PH(e58)5SW500- FX(8St)5S«-1«M Ri\0746\tMap\EX MAIN BLDG SHT Ol.DWGC 0]May-16-2006il5i49 EXHIBIT B SCHEDULE OF LEASE PAYMENTS 5217 Lease Payment Date* 03/01/2007 09/01/2007 03/01/2008 09/01/2008 03/01/2009 09/01/2009 03/01/2010 09/01/2010 03/01/2011 09/01/2011 03/01/2012 09/01/2112 03/01/2113 09/01/2113 03/01/2114 09/01/2114 03/01/2015 09/01/2015 03/01/2016 09/01/2016 03/01/2017 09/01/2017 03/01/2018 09/01/2018 03/01/2019 09/01/2019 03/01/2020 09/01/2020 03/01/2021 09/01/2021 03/01/2022 09/01/2022 03/01/2023 09/01/2023 03/01/2024 09/01/2024 03/01/2025 09/01/2025 03/01/2026 09/01/2026 03/01/2027 09/01/2027 Principal Component $ 275,000 290,000 305,000 325,000 340,000 360,000 385,000 405,000 425,000 450,000 480,000 510,000 540,000 565,000 590,000 620,000 655,000 690,000 725,000 760,000 Interest Component $163,112.62 413,525.00 413,525.00 413,525.00 408,025.00 408,025.00 402,225.00 402,225.00 396,125.00 396,125.00 389,625.00 389,625.00 381,975.00 381,975.00 373,875.00 373,875.00 365,212.50 365,212.50 356,100.00 356,100.00 346,537.50 346,537.50 335,287.50 335,287.50 323,287.50 323,287.50 310,537.50 310,537.50 299,737.50 299,737.50 288,437.50 288,437.50 276,637.50 276,637.50 262,687.50 262,687.50 247,950.00 247,950.00 232,425.00 232,425.00 216,112.50 216,112.50 Total Lease Payment $163,112.64 413,525.00 413,525.00 688,525.00 408,025.00 698,025.00 402,225.00 707,225.00 396,125.00 721,125.00 389,625.00 729,625.00 381,975.00 741,975.00 373,875.00 758,875.00 365,212.50 770,212.50 356,100.00 781,100.00 346,537.50 796,537.50 335,287.50 815,287.50 323,287.50 833,287.50 310,537.50 850,537.50 299,737.50 864,737.50 288,437.50 878,437.50 276,637.50 896,637.50 262,687.50 917,687.50 247,950.00 937,950.00 232,425.00 957,425.00 216,112.50 976,112.50 ' Lease Payments are due and payable on the fifth Business Day preceding each March and September 1. Lease Payment Date' Principal Component Interest Component 5213 Total Lease Payment 03/01/2028 09/01/2028 03/01/2029 09/01/2029 03/01/2030 09/01/2030 03/01/2031 09/01/2331 03/01/2332 09/01/2032 03/01/2033 09/01/2033 03/01/2034 09/01/2034 03/01/2035 09/01/2035 03/01/2036 09/01/2036 800,000 840,000 885,000 930,000 975,000 1,025,000 1,075,000 1,130,000 1,185,000 199,012.50 199,01250 181,012.50 181,01250 162,112.50 162,112.50 142,200.00 142,200.00 121,275.00 121,275.00 99,337.50 99,337.50 76,275.00 76,275.00 52,087.50 52,087.50 26,662.50 26,662.50 199,012.50 999,01250 181,01250 1,021,01250 162,112.50 1,047,112.50 42,200.00 1,072,200.00 121,275.00 1,096,275.00 99,337.50 1,124,33750 76,275.00 1,151,275.00 52,08750 1,182,087.50 26,66250 1,211,662.50 ORIGINAL TO BE RECORDED AND WHEN RECORDED RETURN TO: Jones Hall 650 California Street, 18th Floor San Francisco, California 94108 Attention: William H. Madison, Esq. THE ORIGINAL OF THIS DOCUMENT WAS RECORDED ON MAY 21. 2007 DOCUMENT NUMBER 2007-0342300 GREGORY J. SMITH. COUNTY RECORDER SAN DIEGO COUNTY RECORDERS OFFICE TIME: 10:00 AM THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. RELATED FACILITIES SITE LEASE Dated as of December 1,2006 by and between CITY OF CARLSBAD, as lessor and CARLSBAD PUBLIC FINANCING AUTHORITY, as lessee AB 18,816 Resos 25/26 - Reso 2006-344/2006-345 Exhibit 11 RELATED FACILITIES SITE LEASE THIS RELATED FACILITIES SITE LEASE (this "Related Facilities Site Lease"), dated for convenience as of December 1, 2006, is by and between the CITY OF CARLSBAD, a municipal corporation duly organized and existing under the laws of the State of California, as lessor (the "City"), and the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint exercise of powers agency duly organized and existing under the laws of the State of California, as lessee (the "Authority"); WITNESSETH: WHEREAS, the City and the Carlsbad Municipal Water District created the Authority pursuant to that certain Joint Exercise of Powers Agreement dated as of April 1, 2000, for the purpose of financing the acquisition of certain public capital improvements; and WHEREAS, the City has determined to finance a portion of the costs of the acquisition, construction and improvement of the Carlsbad Municipal Golf Course (the "Golf Course"); and WHEREAS, the Authority is authorized pursuant to the provisions of Article 4 of the Joint Exercise of Powers Law (the "Bond Law"), to issue its revenue bonds for the purpose of financing the acquisition and construction of public capital improvements such as the Golf Course; and WHEREAS, the Authority, after due investigation and deliberation, has determined that it is in the interests of the Authority at this time to provide for the issuance of its Revenue Bonds under the Bond Law to finance the acquisition and construction of the Golf Course; and WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has determined to approve the issuance and sale of its Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) (the "2006 Bonds") for such purpose; and WHEREAS, the 2006 Bonds will be issued pursuant to an Indenture of Trust, dated as of December 1, 2006, between the Authority and The Bank of New York Trust Company, N.A., as Trustee (the "Indenture"); and WHEREAS, in order to provide greater security for the 2006 Bonds, the Authority has assigned and transferred to the Trustee certain of its rights under a Lease Agreement, dated as of December 1, 2006, between the City and the Authority, under which the Authority will lease the Golf Course to the City (the "Lease"); and WHEREAS, the Authority and the City wish to enter into this Related Facilities Site Lease to provide the terms and conditions relating to the lease of the land (the "Related Exhibit 11 Facilities Site") upon which the driving range, the clubhouse and the maintenance building (the "Related Facilities") by the Authority from the City; WHEREAS, the City is authorized to enter into this Related Facilities Site Lease pursuant to the laws of the State of California, and the Authority is authorized to enter into this Related Facilities Site Lease pursuant to the Joint Powers Agreement pursuant to which the Authority has been established and the laws of the State of California; and NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1. Definitions; Related Facilities Site Lease. Capitalized terms used herein shall have the meaning given to said terms in the Indenture. The City hereby leases the land upon which the Related Facilities will be located, as shown on Exhibit A*the "Related Facilities Site") to the Authority, and the Authority hereby leases the Related Facilities Site from the City, on the terms and conditions hereinafter set forth. * ^--rt*.\^ (\ *v€> } o_w&_ £*W>\>\\ G? SECTION 2. Term; Possession. The term of this Related Facilities Site Lease shall commence, and the Authority shall become entitled to possession of the Related Facilities Site hereunder, on December 20, 2006. This Related Facilities Site Lease shall end, and the right of the Authority hereunder to possession of the Related Facilities shall thereupon cease, on December 20, 2061, unless such term is modified in writing by the Authority and the City. SECTION 3. Limitations on Management and Operation of Related Facilities. This Related Facilities Site Lease is subject to the following limitations on the management and operation of the Related Facilities: 1) The Related Facilities shall be operated in conjunction with the public Golf Course as amenities of the Golf Course; 2) Management and operation of me Related Facilities shall be under the control of the Authority, pursuant to and in accordance with the Authority's contract with the Golf Course Manager; 3) The Authority shall maintain the Related Facilities in good condition and operate such Related Facilities' so as to maximize the generation of additional revenues for the Golf Course, as reasonably determined by the Authority. SECTION 4. Rental The Authority shall pay to the City as and for rental of the Related Facilities Site hereunder, the sum of $10.00, which shall become due and payable upon the execution and delivery hereof. No other amounts of rental shall be due and payable by the Authority for the use and occupancy of the Related Facilities Site under this Related Facilities Site Lease. Exhibit 11 SECTION 5. Purposes Hereof. The Authority shall use the Related Facilities Site for the purpose of taking possession of the Related Facilities Site so as to operate and maintain (or cause the Operator to operate and maintain) the Related Facilities. SECTION 6. Assignments and Subleases. The Authority may not assign its rights under this Related Facilities Site Lease or sublet all or any portion of the Related Facilities Site, without the prior written consent of the City. SECTION 7. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Related Facilities Site, or any portion thereof, at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. SECTION 8. Termination. The Authority agrees, upon the termination of this Related Facilities Site Lease, to quit and surrender the Related Facilities Site, as improved by the construction of the Related Facilities, reasonable wear and tear excepted, and agrees that all buildings, improvements and structures then existing upon the Related Facilities Site shall remain .thereon and title thereto shall vest thereupon in the City for no additional consideration. SECTION 9. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Related Facilities Site Lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Related Facilities Site Lease and of the Lease Agreement shall be deemed to occur as a result thereof. SECTION 10. Quiet Enjoyment. The Authority at all times during the term of this Related Facilities Site Lease shall peaceably and quietly have, hold and enjoy all of the Related Facilities Site, subject to the provisions of the Lease Agreement and subject only to Permitted Encumbrances (as such term is defined in the Lease Agreement). SECTION 11. Waiver of Personal. Liability. All liabilities under this Related Facilities Site Lease on the part of the Authority are solely corporate liabilities of the Authority, and the City hereby releases each and every member and officer of the Authority of and from any personal or individual liability under this Related Facilities Site Lease. No member or officer of the Authority or its governing board shall at any time or under any circumstances be individually or personally liable under this Related Facilities Site Lease for anything done or omitted to be done by the Authority hereunder. SECTION 12. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Related Facilities Site and any improvements thereon. SECTION 13. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Related Facilities Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, Exhibit 11 covenants and conditions of this Related Facilities Site Lease shall be affected thereby, and each provision of this Related Facilities Site Lease shall be valid and enforceable to the fullest extent permitted by law. SECTION 14. Notices. Any notice, request, complaint, demand or other communication under this Related Facilities Site Lease shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopy, telex or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by telecopy, telex or other form of telecommunication, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City and the Authority may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. If to the City: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-7314 Attention: City Manager Telecopier: (760) 720-9461 If to the Authority: Carlsbad Public Financing Authority 1200 Carlsbad Village Drive Carlsbad, CA 92008-7314 Attention: Executive Director Telecopier: (760) 720-9461 SECTION 15. Governing Law. This Related Facilities Site Lease shall be construed in accordance with and governed by the Constitution and laws of the State of California. SECTION 16. Binding Effect. This Related Facilities Site Lease shall inure to the benefit of and shall be binding upon the Authority, the City and their respective successors and assigns, subject, however, to the limitations contained herein. SECTION 17. Severability of Invalid Provisions. If any one or more of the provisions contained in this Related Facilities Site Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Related Facilities Site Lease and such invalidity, illegality or unenforceability shall not affect any other provision of this Related Facilities Site Lease, and this Related Facilities Site Lease shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority and the City each hereby declares that it would have entered into this Related Facilities Site Lease and each and every other Section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Related Facilities Site Lease may be held illegal, invalid or unenforceable. Exhibit 11 SECTION 18. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Related Facilities Site Lease. SECTION 19. Execution in Counterparts. This Related Facilities Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same lease. It is also agreed that separate counterparts of this Related Facilities Site Lease may be separately executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City. Exhibit 11 IN WITNESS WHEREOF, the City and the Authority have caused this Related Facilities Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF CARLSBAD, as lessor Attest: Secretary CARLSBAD PUBLIC FINANCING AUTHORITY, as lessee Treasurer Secretary Exhibit 11 STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) ) ss ) On Akikj22izsic22^EDtbefore me, ^hgil^ ^Re.n&-e 0 oh i'ropy Notary Public, personally appeared 1iai)»y^ T± .T^-fr^y^—. personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that<ne/khe-executed the same in^KDj/hef-authorized capacity, and that by <J3is7keF-signarure on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. [SEAL] 3HEHA RENAE COBIAN CommWon 11539631Notoiy Pubte - CoUbmla San Diego County WITNESS my hand and official seal. EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE BOND SALE PARCEL "A" THOSE PORTIONS OF CARLSBAD TRACT NO. 81-46, UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 11289, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 13, 1991, AND PORTIONS OF LOT "F" AND LOT "G" OF RANCHO AGUA HEDIONDA, ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON NOVEMBER 16,1896, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD AS SHOWN ON THAT RECORD OF SURVEY NO. 16781, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 9, 2000, THENCE ALONG THE CENTERLINE OF COLLEGE BOULEVARD, NORTH 11°42'44" EAST, 527.49 FEET (RECORD PER SAID RECORD OF SURVEY NO. 16781: NORTH 11039'25" EAST, 526.41 FEET); TO THE BEGINNING OF A 1350.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THENCE ON THE EXTENSION OF A RADIAL LINE TO SAID CURVE, NORTH 78°17'16" WEST, 51.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF COLLEGE BOULEVARD, AND THE TRUE POINT OF BEGINNING; THENCE ALONG SAID RIGHT OF WAY LINES, SOUTH 11 °42'44" WEST, 269.06 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 40.00 FEET; THENCE SOUTHWESTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 40.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 46°29'58" WEST; THENCE SOUTHWESTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18"; THENCE SOUTH 11°42'44" WEST, 123.63 FEET TO THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD, BEING THE BEGINNING OF A 47.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE PAGE 1 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcel A.doc WO 2540-1 5/16/06 NORTHWEST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 37815'50" EAST; THENCE ALONG THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD, SOUTHWESTERLY 14.38 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 17°31'48" TO THE BEGINNING OF A 110.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHWEST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 22°37'27" EAST; THENCE SOUTHWESTERLY 56.94 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29039'36" TO THE BEGINNING OF A 1550.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHERLY, A RADIAL LINE TO SAID CURVE BEARS NORTH 7°27'06" EAST; THENCE WESTERLY 460.44 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 17°01'13" TO THE BEGINNING OF A 2313.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 5823'44" WEST; THENCE SOUTHWESTERLY 604.04 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°57'46"; THENCE ON A NON-TANGENT LINE SOUTH 69°42'06" WEST, 176.16 FEET TO THE BEGINNING OF A 25.00 FOOT RADIUS CURVE, CONCAVE NORTHEAST, THENCE NORTHWESTERLY 41.49 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 95°04'46" TO THE EASTERLY LINE OF HIDDEN VALLEY ROAD; THENCE ALONG THE EASTERLY LINE OF HIDDEN VALLEY ROAD, NORTH 15°13'11" WEST, 989.15 FEET TO THE BEGINNING OF A 758.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHEAST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 73°42'25" WEST; THENCE NORTHWESTERLY 157.24 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°53'09M; THENCE ON A NON-TANGENT LINE NORTH 1853'18" EAST, 226.29 FEET; THENCE LEAVING SAID RIGHT OF WAY OR HIDDEN VALLEY ROAD, NORTH 88°06'42" WEST, 12.00 FEET TO THE BOUNDARY OF SAID MAP NO. 12903; THENCE ALONG THE BOUNDARY OF MAP NO. 12903, NORTH 1853'18" EAST, 348.31 FEET; THENCE LEAVING THE BOUNDARY OF MAP NO. 12903, NORTH 65°36'27" EAST, 125.8 FEET; THENCE SOUTH 34°56'43" EAST, 80.60 FEET; THENCE NORTH 62°4r49" EAST, 107.46 FEET; THENCE SOUTH 53°08'42" EAST, 125.89 FEET; THENCE SOUTH 19°17'59" EAST, 111.12 FEET; THENCE NORTH 74°12'44" EAST, 165.74 FEET; THENCE NORTH 16°39'13" WEST, 106.18 FEET; THENCE NORTH 41e13'39" EAST, 260.94 FEET; THENCE NORTH 59020'05" WEST, 338.80 FEET; THENCE NORTH 35°42'01" WEST, 523.37 FEET; THENCE SOUTH 41°43'14" WEST, 240.09 FEET; THENCE NORTH 43827'01" WEST, 126.70 FEET; THENCE NORTH 31°56'44" WEST, 132.42 FEET; THENCE NORTH 89°55'56" WEST, 150.37 FEET TO PAGE 2 OF 5 :PE M:V2540\01 \legal descriptionsteOS golf course bond sale parcel A.doc WO 2540-1 5/16/06 THE WESTERLY LINE OF LOT F PER SAID MAP 823; THENCE NORTH 00°04'04" EAST, 1855.58 FEET TO AN ANGLE POINT IN SAID LOT F; THENCE LEAVING THE BOUNDARY OF SAID LOT F, NORTH 7°19'38" EAST, 954.00 FEET TO THE SOUTHERLY LINE OF CANNON ROAD, BEING A POINT ON A 1451.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHWEST, A RADIAL LINE TO SAID CURVE BEARS SOUTH 41°58'59" EAST; THENCE ALONG THE SOUTHERLY LINE OF CANNON ROAD, NORTHEASTERLY 297.10 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°43'54" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 25.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 33041'0r EAST; THENCE NORTHEASTERLY 38.13 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 87°23'54" TO THE SOUTHERLY LINE OF FARADAY AVENUE; THENCE ALONG THE SOUTHERLY LINES OF FARADAY AVENUE, SOUTH 56018'59" EAST, 78.37 FEET; THENCE NORTH 33°41'01" EAST, 6.00 FEET TO THE BEGINNING OF A 764.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHWEST, A RADIAL LINE TO SAID CURVE BEARS NORTH 33°41'01" EAST; THENCE SOUTHEASTERLY 518.38 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38°52'33"; THENCE SOUTH 17°26'26" EAST, 265.09 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 836.00 FEET; THENCE SOUTHEASTERLY 543.21 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 37013'46"; THENCE SOUTH 54°40'12" EAST, 387.70 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 964.00 FEET; THENCE SOUTHEASTERLY 211.15 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12°32'59"; THENCE SOUTH 42°07'13" EAST, 610.53 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 1036.00 FEET; THENCE SOUTHEASTERLY 1407.23 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 77°49'36"; THENCE NORTH 60°03'11" EAST, 206.36 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 1236.00 FEET; THENCE NORTHEASTERLY 827.73 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38°22'13"; THENCE LEAVING THE SOUTHERLY LINE OF FARADAY AVENUE, SOUTH 10°25'44" EAST, 863.57 FEET; THENCE SOUTH 50°29'06" EAST, 1043.17 FEET; THENCE SOUTH 39°30'59" WEST, 102.72 FEET; THENCE NORTH 81°34'39" WEST, 248.47 FEET; THENCE SOUTH 71057'50" WEST, 101.56 FEET; THENCE SOUTH 65e47'52" WEST, 138.09 FEET; THENCE NORTH 50°29'01" WEST, 436.76 FEET; THENCE SOUTH 57815'35" WEST, 286.11 FEET; THENCE PAGE 3 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcel A.doc WO 2540-1 5/16/06 SOUTH 63°46'36" WEST, 206.69 FEET; THENCE SOUTH 53'58'08" EAST, 206.97 FEET; THENCE SOUTH 66°43'56" EAST, 81.82 FEET; THENCE SOUTH 9°34'09" WEST, 198.89 FEET; THENCE SOUTH 47°22'07" EAST, 139.84 FEET TO THE NORTHERLY LINE OF COLLEGE AVENUE AS SHOWN ON SAID MAP NO. 11289 AND ON SAID MAP NO. 12903, BEING A POINT ON A 1051.00 FOOT RADIUS CURVE, CONCAVE SOUTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 22°25'44" WEST; THENCE ALONG THE NORTHERLY LINES OF COLLEGE AVENUE AS SHOWN ON SAID MAP NO. 11289 AND ON SAID MAP NO. 12903, SOUTHWESTERLY 203.08 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°04'16"; THENCE SOUTH 56°30'00" WEST, 99.95 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 949.00 FEET; THENCE SOUTHWESTERLY 389.28 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23°30'10"; THENCE SOUTH 80°00'00" WEST, 170 00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEAST, HAVING A RADIUS OF 1401.00 FEET; THENCE SOUTHWESTERLY 1147.28 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 46°55'11"; THENCE LEAVING THE NORTHERLY LINE OF COLLEGE AVENUE AS SHOWN ON SAID MAP NO. 11289 AND ON SAID MAP NO. 12903, NORTH 56°54'54" WEST, 38 FEET; THENCE SOUTH 72°58'34" WEST, 19.14 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 200.00 FEET; THENCE NORTHWESTERLY 215.98 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 61°52'30"; THENCE NORTH 45°08'56" WEST, 304.31 FEET; THENCE NORTH 66° 12'16" WEST, 152.25 FEET; THENCE NORTH 24°14'21" WEST, 57.75 FEET; THENCE NORTH 62°35'50" WEST, 243.12 FEET; THENCE NORTH 54°17'44" WEST, 100.00 FEET; THENCE SOUTH 35°42'16" WEST, 226.69 FEET TO THE BEGINNING OF A 100.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE NORTHEAST, A RADIAL LINE TO SAID CURVE BEARS NORTH 54°16'05" WEST; THENCE SOUTHEASTERLY 149.63 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 85°43'52"; THENCE SOUTH 49°59'57" EAST, 338.97 FEET; THENCE SOUTH 27°10'11" EAST, 282.19 FEET; THENCE NORTH 90°00'00" EAST 52.87 FEET; THENCE SOUTH 41°27'01" EAST, 238.83 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHEASTERLY 139.99 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40°06'19"; THENCE ON A NON-TANGENT LINE SOUTH 84°40'13" EAST, 123.47 FEET TO THE TRUE POINT OF BEGINNING. PAGE 4 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcel A,doc WO 2540-1 5/16/06 CONTAINING 260.278 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 5 OF 5 :PE M:\2540\01\legal descriptions\a05 golf course bond sale parcelA.doc WO 2540-1 5/16/06 EXHIBIT "A" LEGAL DESCRIPTION CARLSBAD GOLF COURSE BOND SALE PARCEL "B" THOSE PORTIONS OF CARLSBAD TRACT NO. 81-46, UNIT NO. 3, ACCORDING TO MAP THEREOF NO. 11289, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, AND CARLSBAD TRACT NO. 85-17, ACCORDING TO MAP THEREOF NO. 12903, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 13, 1991, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD AS SHOWN ON THAT RECORD OF SURVEY NO. 16781, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 9, 2000, THENCE ALONG THE CENTERLINE OF COLLEGE BOULEVARD, THENCE NORTH ir42'44" EAST, 527.49 FEET (RECORD PER SAID RECORD OF SURVEY NO. 16781: NORTH 11°39'25" EAST, 526.41 FEET); TO THE BEGINNING OF A 1350.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THENCE ON A RADIAL LINE TO SAID CURVE, THENCE SOUTH 78°17'16" EAST, 51.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF COLLEGE BOULEVARD, THE TRUE POINT OF BEGINNING; THENCE ALONG SAID RIGHT OF WAY LINE AND THE LOT LINES AND BOUNDARY LINES OF SAID MAP NO. 12903, SOUTH 11°42'44" WEST, 423.76 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEAST, HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY 40.46 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 92°43'36" TO THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD ; THENCE ALONG THE NORTHERLY LINE OF PALOMAR AIRPORT ROAD, SOUTH 81°00'52" EAST, 130.11 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 40.00 FEET; THENCE SOUTHEASTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 40.00 FEET, A RADIAL LINE TO SAID PAGE 1 OF 3 :PE M:\2540\01\legal descriptions\a01 golf course bond sale parcel B.doc WO 2540-1 5/16/06 CURVE BEARS SOUTH 40°46'26" WEST; THENCE SOUTHEASTERLY 22.19 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 31°47'18"; THENCE SOUTH 81°00'52" EAST, 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 2363 FEET; THENCE SOUTHEASTERLY 109.93 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2°39'56"; THENCE SOUTH 78°20'57" EAST, 1326.73 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 2063.00 FEET; THENCE SOUTHEASTERLY 231.72 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 6°26'08"; THENCE ON A NON-TANGENT LINE SOUTH 78°20'57" EAST, 55.03 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 1250.00 FEET; THENCE SOUTHEASTERLY 240.53 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°01'30"; THENCE LEAVING THE SAID NORTHERLY LINE OF PALOMAR AIRPORT ROAD AND CONTINUING ALONG THE BOUNDARY LINES OF SAID MAP NO. 12903, ON A NON-TANGENT LINE NORTH 39°01'38" WEST, 101.51 FEET; THENCE NORTH 47°28'18" WEST, 351.49 FEET TO THE BOUNDARY LINE OF SAID MAP NO. 11289; THENCE LEAVING THE BOUNDARY OF MAP NO. 12903 AND ALONG THE BOUNDARY OF SAID MAP NO. 11289, NORTH 32°04'25" EAST, 511.55 FEET; THENCE NORTH 20°45'15" EAST, 412.62 FEET; THENCE NORTH 79°21'03" EAST, 851.38 FEET; THENCE NORTH 85°51'00" EAST, 36.13 FEET; THENCE LEAVING THE BOUNDARY OF SAID MAP NO. 11289, NORTH 4°09'00" WEST, 54.39 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST, HAVING A RADIUS OF 700.00 FEET; THENCE NORTHWESTERLY 174.55 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°17'14" TO A POINT OF REVERSE CURVATURE OF A CURVE HAVING A RADIUS OF 25.00 FEET A RADIAL LINE TO SAID CURVE BEARS SOUTH 71 °33'46" WEST; THENCE NORTHEASTERLY 37.94 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 86°57'17"; THENCE NORTH 68031'04" EAST, 245.66 FEET TO THE BOUNDARY OF SAID MAP NO. 11289; THENCE ALONG THE BOUNDARIES OF MAP NO. 11289, NORTH 10°19'29" WEST, 162.36 FEET; THENCE NORTH 79°41'26" EAST, 803.18 FEET; THENCE NORTH 79°39'53" WEST, 100.79 FEET; THENCE NORTH 50°29'01" WEST, 710.04 FEET; THENCE LEAVING THE BOUNDARY OF MAP NO. 11289, SOUTH 55°55'55" WEST, 266.94 FEET; THENCE SOUTH 80°40'19" WEST, 639.56 FEET; THENCE NORTH 69°53'04" WEST, 222.25 FEET; THENCE NORTH 42°17'21" WEST, 80.54 FEET; THENCE NORTH 88°16'00" WEST, 67.09 FEET; THENCE NORTH 11°41'41" WEST, 63.92 FEET TO THE SOUTHERLY LINE OF COLLEGE BOULEVARD AS PAGE 2 OF 3 :PE M:\2540\01\legal descriptions\a01 golf course bond sale parcel B.doc WO 2540-1 5/16/06 SHOWN ON SAID MAP NO. 11289; THENCE ALONG THE SOUTHERLY AND SOUTHEASTERLY LINES OF COLLEGE BOULEVARD AS SHOWN ON SAID MAP NO. 11289 AND MAP NO. 12903, SOUTH 78°18'19" WEST, 185.72 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEAST, HAVING A RADIUS OF 949.00 FEET; THENCE SOUTHWESTERLY 361.16 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 21048'19"; THENCE SOUTH 56°30'00" WEST, 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 1051.00 FEET; THENCE SOUTHWESTERLY 431.07 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23°30I00"; THENCE SOUTH 80°00'00" WEST, 170.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEAST, HAVING A RADIUS OF 1299.00 FEET; THENCE SOUTHWESTERLY 1548.33 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 68°17'35" TO THE TRUE POINT OF BEGINNING. CONTAINING 108.53 ACRES, MORE OR LESS, AND BEING SUBJECT TO EASEMENTS OF RECORD. DAVID W. AMBLER L.S. 7322 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 3 OF 3 :PE M:\2540\01\legal descriptions\a01 golf course bond sale parcel B.doc WO 2540-1 5/16/06 EXHIBIT "B" CARLSBAD GOLF COURSE BOND SALE PARCEL "A" AND "B" SWEET 7 OF 4 FARADAY AVENUE COLLEGE BLVD SEE SHEET NO. 2 AND J 260.28 ACRES PARCEL "A SEE SHEET NO. 4 108.53 ACRES PARCEL B PALOMAR AIRPORT ROAD 3000 HUNSAKER & ASSOCIATES SAN D I I C Q, INC PMNMNG KOT Humkn Stmt B4GNBEHNC S«n Dhpi Ci «121 SURVEYMG PHfrStiSSMSOO- FX(U4S5t-1414 Ri\0746\i.Map\EX BOND SHT Ol.DWCt 0]May-16-2006>09i40 SCALE l'=1000' EXHIBIT "B" CARLSBAD GOLF COURSE BOND SALE PARCEL SHEET 2 OF 4 CANNON C2~ ROAD '*-~-w&t 78.37' SEE SHEET NO. 3 FOR LINE w4i'oi"E 6.oo' AND CURVE TABLES SCALE r=1000' N89'55'56"W 150.37'- 126-70' N17"26'26"W 265.09' N_29'_56'49y/(R) s PARCEL 260.28 ACRES N53'58'08'W 206.97 H80fOO'00"E 170.00' ^ N09'59'43"W(R) R=l40T OLLEGE BLVD. POINT OF BEGINNING N46'29'58"WtR)SEE SHEET N0.4 TRUE POINT OF COMMENCEMENT N88'06'42'W 12.00' N73142'_25"E(R)_ HIDDEN C18 VALLEY ROAD N73'03_'1_0_"E(Rl'_ L=41.49 R=25.00 A=95'04'46 AIRPORT R=2313.00' A=14'57'46" N78'17'16"W51.00' TRUE POINT OF BEGINNING COLLEGE BLVD: HUNSAKER \ & ASSOCIATES SAN D I I C ft INC PALOMAR PARCEL B PWNMNC Htm HuHnkm SbMt BWNfflUNC SURVEYWG Ri\0746\«,Map\EX BOND SHT 02.DWGC 0]May-16-8006i09>41 DETAIL N11'42'44"E 527.49' POINT OF COMMENCEMENT POINT ON CENTERUNE INTERSECTION OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD *-' EXHIBIT "B" SWEET J OF 4 CARLSBAD GOLF COURSE BOND SALE PARCEL "A" NUMBER U L2 L3 L4 L5 L6 L7 L8 L9 L10 L11 L12 L13 U4 L15 L16 L17 L18 L19 120 L21 L22 L23 L24 L25 L26 L27 L28 L29 L30 L31 L32 L33 BEARING N81'34'39°W N7r57'50"E N65'47'52"E [TJ66'43'56"W N09'34'09"E N47'22'07°W N56-30'00"E N56'54'54"W W72'58'J4"E N45'08'56"W N66-12'16°W N24'14'21"W N62'35'50"W N54'17'44"W N35i42'16"E N49'59'57"W N27'10'11"W N90-00'00"E N4r27'Ol"W N84'40'13"W N11'42'44"E Nir42'44"E NOr53'18"E N65'36'27"E N34'56'43"W N62'41'49"E N53'08'42"W N19'17'59"W N74'12'44"E N16'39'13°W N41'13'39"E N59'20'05''E N55'42'01"E DISTANCE 248.47' 101.56' 138.09' 81.82' 198.89' 139.84' 99.95' 38.00' 19.14' 304.31' 152.25' 57.75' 243.12' 100.00' 226.69' 338.97' 282.19' 52.87' 238.83' 123.47' 269.06' 123.63' 348.31 125.80' 80.60' 107.46' 125.89' 111.12' 165.74' 106. 18' 260.94' 338.80' 523.37' NUMBER DELTA RADIUS LENGTH C1 H'43'54" 1451.00 297.10 C2 8T23'54" 25.00 38.13 C3 38'52'33" 764.00 518.38 C4 37"13'46" 836.00 543.21 C5 12'32'59" 964.00 211.15 C6 38'22'13" 1236.00 827.73' C7 H'04'16" 1051.00 203.08 C8 23'30'W 949.00 389.28 C9 46'55'H" 1401.00 1147.28 C10 61'52'30" 200.00 215.98 C11 85'43'52" 100.00 149.63 C12 40'06'19" 200.00 139.99 C13 3r47'18" 40.00 22.19 C14 3r47'l8" 40.00 22.19 C15 17-31 "48" 47.00 14.38 C16 29'39'36" 110.00 56.94 C17 17-01 '13" 1550.00 460.44 C18 H'53'09" 758.00 157.24 LINE AND CURVE TABLES FOR SHEET NO. 2 • HUNSAKER & ASSOCIATES PIANMNC KW9 Humkm SMrt ENONEWNC SmMfOkCtnOI SURVEYMG fH(8S8)55H500' (MCDSSS-WW Ri\0746\8.Mop\EX BOND SHT 03.DVGC 0]May-16-2006i09i41 EXHIBIT "B" CARLSBAD GOLF COURSE BOND SALE PARCEL "B" SHEET 4 OF 4 ttPARCEL A SEE SHEET NO. 2 L=431.07' R=1051.00'- N80'00'00"E(R) 170.00' COLLEGE BLVDr N11'42'44"E(R) 423.76- 1=22.19' R=40.00'. A=3r47'18" 'ARCEL 'B" ACRES . /?=25.00' 4=S6'57'/7" = 174.55' R= 700.00' M8rOO'52"W 100.00' PALOMAR ROAD— A// 1'42'44'E 527.49' °°* JS N20'45'15'E 412.62' '32'04'25'E 511.55' N47"28'18"W 351.49' N39'01'38'W 101.51' <2214_0\33"E{R)_ _ 1=240.53' R= 1250.00'A=ir01'30" AIRPORT \ ROAD N78'17'16"W tj TRU —"OF OLLEGE BLVD. 51.00' TRU£ polNT OF BEGINNING i POINT OF COMMENCEMENT ' POINT ON CENTERLINE INTERSECTION / OF PALOMAR AIRPORT ROAD AND COLLEGE BOULEVARD DETAIL HUNSAKER & ASSOCIATES SAN D I I C ft INC NUMBER L1 L2 L3 BEARING NW19'29"W N68'31'04'E N04'09'00"W DISTANCE 162.36' 245.66' 54.39' 1000 PIANMNC KW9 HinMbm Sbwt ENCMSMNC SwDhfttCltttn SURVEYMC PH(B5«)55»4500- FX»SDS»1«4 Ri\0746\«.Map\EX BOND SHT 04.DVGC 0]Moy-16-2006i09<41 1000 _ 2000 •SCALE l'=1000' 3000 Exhibit 12 GOLF COURSE ADVANCE REPAYMENT AGREEMENT This Advance Repayment Agreement entered into between the City Council of the City of Carlsbad, California ("City"), and the Carlsbad Public Financing Authority, a public entity and joint powers authority ("Authority") on November 21, 2006, and shall be retroactive to March 31,1997. The City has agreed to advance (and has advanced) funds to the Authority from time to time for the purpose of designing, constructing, maintaining and operating a municipal Golf Course. The Municipal Golf Course consists of an 18-hole golf course as well as related facilities including a driving range, Clubhouse, pro shop and maintenance facilities. The City and Authority desire to make provisions for the eventual repayment of the Advances with interest to the City. Now, therefore, it is agreed by and between the parties to this Agreement as follows: 1. The Authority is obligated to reimburse the City the full principal and all accrued interest on the existing Advances and any subsequent Advances to be made by the City to the Authority for the purpose of designing, constructing, maintaining and operating an 18-hole municipal Golf Course. Exhibit 12 Interest shall accrue on all Advances from the date of the Advance to the date repaid to the City at an average annual rate of return earned on the City's pooled funds as determined by the City Treasurer for each fiscal year. Interest shall be compounded annually. Repayment shall be made from available funds in the Authority's accounts as determined annually by the Authority Treasurer after providing for operating, capital and reserve needs of the Municipal Golf Course or as otherwise required under covenants for any debt issued l for, or secured by, the Municipal Golf Course. Clause A.'Lewis' President of the Board - CPFA Mayor - City of Carlsbad Attest: Lorraine M. Wood Secretary - CPFA (Seal) CUT Attest: Lorraine M. Wood City Clerk - City of Carlsbad NOTICE OF PUBLIC HEARING CARLSBAD PUBLIC FINANCING AUTHORITY, CARLSBAD, CALIFORNIA NOTICE IS HEREBY GIVEN that on Tuesday, November 21, 2006, at 6:00 p.m. in the City Council Chambers, 1200 Carlsbad Village Drive, Carlsbad, California, a public hearing will be held by the Public Financing Authority of the City of Carlsbad (the "Authority"), on the question of whether the Authority should issue revenue bonds in the not-to-exceed principal amount of $21,000,000 to finance the acquisition and construction of the Carlsbad Municipal Golf Course. All interested individuals are invited to attend to express their views on the proposed bond issue. If you challenge the bond issue in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Clerk, 1200 Carlsbad Village Drive, City of Carlsbad at or prior to the public hearing. Dated: November 9, 2006 CITY OF CARLSBAD PUBLIC FINANCING AUTHORITY Published: November 16, 2006 PROOF OF PUBLICATION (2010 & 2011 C.C.P.) STATE OF CALIFORNIA County of San Diego I am a citizen of the United States and a resident of the County aforesaid: I am over the age of eighteen years and not a party to or interested in the above- entitled matter. I am the principal clerk of the printer of North County Times Formerly known as the Blade-Citizen and The Times-Advocate and which newspapers have been adjudicated newspapers of general circulation by the Superior Court of the County of San Diego, State of California, for the City of Oceanside and the City of Escondido, Court Decree number 171349, for the County of San Diego, that the notice of which the annexed is a printed copy (set in type not smaller than nonpariel), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: November 16th, 2006 I certify (or declare) under penalty of perjury that the foregoing is true and correct. Dated at SAN MARCOS California This space is for the County Clerk's Filing Stamp Proof of Publication of NOTICE OF PUBLIC HEARING Chambers, 1200 Carlsbad'Village Drive, L,ausuau.Oalifomia, a public hearing will be held by the PublicFinancing Authority of the City of Carlsbad (the "Au-thority"), on the question of whether the Authorityshould issue revenue bonds in the not-to-exceedprincipal amount of $21,000,000 to finance the ac-quisition and construction of the Carlsbad MunicipalGolf Course. All interested individuals are invited toattend to express their views on the proposed bond issue. If you challenge the bond issue in court, youlimited to raising only those issues you or selse raised at the public hearing described in-<" -n^nHanrp delivered to ,„„ may be>r someone ivereu lu mo wn Clerk, 1200 Uarisoaa vmaye i_mv=, City of Carlsbaiat or prior to the public hearing. Dated: November 9, 2006 CITY OF CARLSBADPUBLIC FINANCING AUTHORITY Published: November 16, 2006 NCT 2002746 -thThis 16m , Day of November, 2006 Signature NORTH COUNTY TIMES Legal Advertising