Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2009-01-27; City Council; 19700; Land Exchange with CUSD
CITY OF CARLSBAD - AGENDA BILL AB# 19,700 MTG. 1/27/2009 DEPT. REC LAND EXCHANGE WITH THE CARLSBAD UNIFIED SCHOOL FMOTni^TT AT TLJCUlSTKIUrAI 1Mb CITY SWIM COMPLEX DEPT. HEAD \fflL CITYATTY. ^t^ CITY MGR. (^ RECOMMENDED ACTION: Adopt Resolution No. 2009-017 approving the Agreement for Exchange of Real Property and Construction of Improvements (Agreement) between the City of Carlsbad (City) and the Carlsbad Unified School District (CUSD) at the City Swim Complex site. ITEM EXPLANATION: The CUSD and the City are proposing to exchange land in order to accommodate improvements for the existing Carlsbad High School. The land that the City would transfer to the CUSD is currently located adjacent to the City's City Swim Complex (Exhibit 2, Parcel C). The land that the City would acquire is also adjacent to the City Swim Complex, but owned by the CUSD (Exhibit 2, Parcels A and B). After the exchange of land, the City of Carlsbad would have a net gain of 1,657 square feet of property. Exhibit 2 shows the proposed boundary adjustment between the two lots. There are no new proposed uses for the overall site and the City Swim Complex, and high school facilities will continue to operate. The existing solar panels and some parking for the City Swim Complex will be relocated onto the newly acquired City land. Although the City Swim Complex has a Conditional Use Permit (CUP), the Planning Director has determined, pursuant to Municipal Code Section 21.42.140(100), that the minor changes can be approved administratively because no new uses are proposed and the size of the site is not increasing by more than 20%. A new football stadium for the high school will be located on a portion of the CUSD's newly acquired land. No other City uses or facilities will need to be relocated as a result of the proposed land swap. On January 7, 2009, the City of Carlsbad Planning Commission met and voted to adopt Planning Commission Resolution No. 6522, approving Planning Commission Determination of General Plan Consistency PCD/GPC 08-03 (Exhibit 3). On January 142009, the CUSD Board of Trustees approved the Agreement (Exhibit 4). DEPARTMENT CONTACT: Sue Spickard 760-434-2858 sspic@ci.carlsbad.ca.us FOR CITY CLERKS USE ONLY. COUNCIL ACTION:APPROVED DENIED CONTINUED WITHDRAWN AMENDED D Dn CONTINUED TO DATE SPECIFIC D CONTINUED TO DATE UNKNOWN D RETURNED TO STAFF D OTHER-SEE MINUTES D Page 2 Some major points of the Agreement include (Exhibit 5): • CUSD agrees to the installation of a new solar panel system of equal or better quality and function than the existing solar panel system. It has been agreed by the Parties that fifty-four of the existing solar panels shall be re-used in the new solar panel system. The District will provide an additional sixty-three new panels which shall replace the remaining existing panels • CUSD agrees to relocate 14 parking spaces that will be displaced as a result of the land swap; • The District shall reimburse the City for additional energy costs, which shall be mutually agreed upon by comparing the increase of energy usage after the removal of the existing panels to the energy usage prior to the removal of the existing panels and during comparable months, and; • Replace existing perimeter fencing and gates for solar panel area. FISCAL IMPACT: The Agreement provides for an approximately even exchange of land and design and construction replacement improvements which results in no anticipated fiscal impact or cost to the City. ENVIRONMENTAL IMPACT: It has been determined that the project is exempt from the California Environmental Quality Act, pursuant to Section 15305(a) of the CEQA Guidelines. Section 15305(a) exempts minor lot line adjustments that do not result in the creation of a new parcel. EXHIBITS: 1. Resolution No. 2009-017. approving the Agreement for Exchange of Real Property and Construction of Improvements between the City of Carlsbad and the Carlsbad Unified School District (CUSD) at the City Swim Complex site. 2. Land Exchange Maps (PCD/GPC 08-03) 3. Planning Commission Resolution No. 6522, approving Planning Commission Determination of General Plan Consistency PCD/GPC 08-03; 4. CUSD Board of Trustees Resolution No.33-0809. approving the Agreement for Exchange of Real Property and Construction of Improvements; 5. Agreement for Exchange of Real Property and Construction of Improvements 1 RESOLUTION NO. 2009-017 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE LAND 3 EXCHANGE WITH THE CARLSBAD UNIFIED SCHOOL 4 DISTRICT AT THE CITY SWIM COMPLEX 5 WHEREAS, the Carlsbad Unified School CUSD (CUSD) is currently engaged in 6 construction of the Carlsbad High School Modernization Project, which includes 1 construction of a new stadium and other improvements on the Carlsbad High School g campus; and 10 WHEREAS, the City of Carlsbad (City) is the owner of certain real property 11 located near the Carlsbad High School Campus in the City of Carlsbad, County of San 12 Diego, State of California, which is identified in Exhibit 2 (Parcel C); and 13 WHEREAS, the CUSD is the owner of adjacent property located on the Carlsbad 14 High School campus, in the City of Carlsbad, County of San Diego, State of California, which is identified in Exhibit 2 (Parcels A and B); and 16 WHEREAS, the CUSD desires to exchange the CUSD property for the City 17 property and to construct its project on the reconfigured property that will result and 18 shall be owned by CUSD once the CUSD exchange occurs; and 2Q WHEREAS, in consideration of the City's agreement to exchange the CUSD 21 property for the City property, the CUSD has agreed to provide for the replacement of 22 certain improvements located on the City property with improvements of like kind and 23 quality and to construction of fourteen (14) standard size paved parking spaces which shall be constructed on the property that will be deeded to and shall be owned by the 25 City, prior to the exchange of the City property for the CUSD property; and 26 WHEREAS, City is authorized to exchange real property pursuant to California 27 Government Code Section 37350; and 28 1 WHEREAS, on January 14, 2009, the Board of Trustees of the CUSD approved 2 a Resolution Authorizing the Exchange of property owned by the CUSD with property 3 owned by the City pursuant to the Agreement for Exchange of Real Property and 4 Construction of Improvements (Agreement); and 5 WHEREAS, the City and the CUSD desire to enter into this Agreement to set 6 forth the Parties' mutual agreement and understanding regarding the exchange of 7 properties described above and the completion of the replacement improvements prior o to the property exchange; 10 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 11 Carlsbad, California, as follows: 12 1. That the above recitations are true and correct. 2. That the Agreement is approved as set forth in Exhibit 5 of the Agenda Bill 14 entitled Land Exchange with the Carlsbad Unified School District at the City 15 Swim Complex 16 17 18 " 19 // 20 // 21 // 22 // 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 27th day of January, 2009, by the following vote to wit: AYES: Council Members Lewis, Kulchin, Hall, Packard and Blackburn. NOES: None. ABSENT: None. LORRA4NE M. WOOD, City Clertf ^YJ (SEAL) ..„„„„.. (/ Z O •' \ \ PARCEL 'A1 \ 13,781 s.f. \ \ 1 ^-ENBtTNOPI EXiartW PROPERTY LINEPER DOC. r7-4W3»^. \ \ \ \ PARCEL 'C1 16,043 s.f. A.P.N. 205-14-29 ^-eXWTNO WESTEHLr/ RWHT-OF-WAV MONROE STREET PCD/GPC O8-O3 SUMMARY TABLE GRAPHIC MALE LAND SWAP NOTES' PARCEL 'A' (DISTRICT TO CITY); 13,781 SQ.FT. PARCEL *B' (DISTRICT TO C4TY); 3.918 SQ.FT. PARCEL *? (CITY TO DISTRICT!: 1«.043SaFT. NET AREA AFTER LAND SWAP 1 ,637 SQ.FT. (ADVANTAGE TO CTTY) 111tt 3 3 111O I 8O 1 COPY 1 PLANNING COMMISSION RESOLUTION NO. 6522 2 A RESOLUTION OF THE PLANNING COMMISSION OF THE 3 CITY OF CARLSBAD, CALIFORNIA, APPROVING A PLANNING COMMISSION DETERMINATION OF GENERAL 4 PLAN CONSISTENCY FOR THE CITY ACQUISITION OF 5 APPROXIMATELY 17,596 SQUARE FEET OF PROPERTY AND DISPOSITION OF APPROXIMATELY 15,946 SQUARE 6 FEET OF PROPERTY GENERALLY LOCATED ON THE CARLSBAD HIGH SCHOOL PROPERTY AND CITY SWIM 7 COMPLEX PROPERTY, IN THE CITY'S NORTHWEST QUADRANT, AND WITHIN LOCAL FACILITIES 8 MANAGEMENT ZONE 1. 9 CASE NAME: CUSD LAND SWAP CASE NO.: PCD/GPC 08-03 10 WHEREAS, the Carlsbad Unified School District and the City of Carlsbad, 11 . 2 "Developer," has filed a verified application with the City of Carlsbad regarding property owned 13 by the Carlsbad Unified School District and the City of Carlsbad, "Owner," described as: 14 A portion of Assessor's Parcel Numbers 205-140-25-00, 205- 140-28-00, and 205-140-29-00 as shown on Exhibit "A" dated 15 January 7,2009 16 ("the Property"); and 17 WHEREAS, said verified application constitutes a request for a Planning 18 ,Q Commission Determination for General Plan Consistency as shown on Exhibit "A" dated 20 January 7, 2009 on file in the Planning Department, CUSD LAND SWAP - PCD/GPC 08-03, 21 as provided in Section 2.24.065 of the Carlsbad Municipal Code and Section 65402 of the 22 California Government Code, and 23 WHEREAS, the Planning Commission did on January 7, 2009, consider said 24 request; and 25 WHEREAS, at said hearing, upon hearing and considering all testimony and 27 arguments, if any, of all persons desiring to be heard, said Commission considered all factors 2° relating to the Planning Commission Determination. 1 " NOW, THEREFORE, BE IT HEREBY RESOLVED by the Planningii 2 ..Commission as follows: A) That the foregoing recitations are true and correct. 4 " , II B) That based on the evidence presented at the hearing, the Commission DETERMINES that the CUSD LAND SWAP is consistent with the General Plan 6 and APPROVES PCD/GPC 08-03 based on the following findings: 7 Findings: o " 1 This project is consistent with the goals, objectives, policies, and implementation 9 | programs of the City's General Plan in that the property will continue to be used for the existing public uses. Goal A.2 of the Land Use Element's Growth Management 10 || and Public Facilities Section states: "A City which maintains a system of public facilities adequate for the projected population". Public uses such as parks, or other " civic facilities are consistent with the High School Land Use designation and are allowable in the corresponding Open Space zone. The project is consistent with the goals and objectives of the Parks and Recreation Element in that the amount of 13 || recreational Special Use Area will not be reduced and is consistent with Objective B.I to provide recreation areas of 3 acres per 1,000 population. The project is also 14 consistent with applicable provisions of the Open Space and Conservation Element Goal A.4 which calls for adequate open space for recreation, Objective B.7 to provide for programmed and unprogrammed recreation areas, and Objective B.9 to maintain an inventory of open space. 17 I 2. That the Planning Director has determined that the project belongs to a class of projects that the State Secretary for Resources has found do not have a significant impact on the " environment, and it is therefore categorically exempt from the requirement for the preparation of environmental documents pursuant to Section 15305(a) of the State CEQA Guidelines. In making this determination, the Planning Director has found that the 20 || exceptions listed in Section 15300.2 of the state CEQA Guidelines do not apply to this project. 21 " 22 23 24 25 26 27 28 PC RESO NO. 6522 -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED, AND ADOPTED at a regular meeting of the Planning Commission of the City of Carlsbad, California, held on January 7, 2009, by the following vote, to wit: AYES: NOES: Commissioners Boddy, Cardosa, Dominguez, Douglas, Montgomery, and Chairperson Whitton ABSENT: Commissioner Baker ABSTAIN: FRANK E. WHITTON, Chairperson CARLSBAD PLANNING COMMISSION ATTEST: 2L. DON NEU Planning Director PC RESO NO. 6522 -3- Ll arlsbad Unified School District RESOLUTION NO. 33-0809 RESOLUTION OF THE BOARD OF TRUSTEES OF THE CARLSBAD UNIFIED SCHOOL DISTRICT DECLARING INTENT TO EXCHANGE PROPERTY OWNED BY THE CARLSBAD UNIFIED SCHOOL DISTRICT FOR PROPERTY OWNED BY THE CITY OF CARLSBAD AND AUTHORIZING SAME WHEREAS, the Carlsbad Unified School District (the "District") desires to construct a new stadium and related facilities (the "Project") on the Carlsbad High School campus ("School Site"); and WHEREAS, the District desires to construct a portion of the Project on property adjacent to the School Site which is owned by the City of Carlsbad ("City Property") and on which are located certain improvements, including solar energy equipment and parking; and WHEREAS, the District intends to exchange adjacent property owned by the District ("District Property) for the City Property and to provide for the construction of improvements on the District Property ("Replacement Improvements") as replacement for the improvements existing on the property which the District will receive; and WHEREAS, the District has determined that said exchange of properties is the most reasonable and prudent means for the District to complete the Project; and WHEREAS, the District and the City have negotiated an agreement for the exchange of the District Property for the City Property and construction of the Replacement Improvements; NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Carlsbad Unified School District, as follows: Section 1. All of the recitals herein contained are true and correct and the Board of Trustees ("Board") so finds. Section 2. It is the intent of this Board to exchange the District Property (as described in the Legal Description attached hereto as Exhibit "B") for the City Property (as described in the Legal Description attached hereto as Exhibit "A"). Section 3. The District and City have negotiated an agreement by which the exchange of properties shall take place ("Exchange Agreement") and pursuant to which the District shall construct Replacement Improvements on the District Property. The form of the Exchange Agreement, on file with the Clerk of the Board, is hereby approved by affirmative vote of at least two thirds of the members of the Board. Section 4. The President of the Board, or such other member of the Board as the President may designate, the Superintendent of the District, or such other officer, employee or Resolution No. 33-0809 Page 2 January 14,2009 agent of the District as the Superintendent may designate (each an "Authorized Officer"), are each hereby authorized and directed, for and in the name and on behalf of the District, to execute and deliver the Exchange Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Board hereby accepts the City Property described in Exhibit "A" and authorizes the Authorized Officer to execute and deliver to the escrow holder a certificate of acceptance of the City Site. Section 6. The Authorized Officer is hereby authorized and directed, jointly and severally, to do any and all other things which the Authorized Officer may deem necessary or advisable in order to consummate the transaction herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, executing agreements, certifications, deeds, and other necessary documents. Section 7. All actions heretofore taken by the officers, employees and agents of the District with respect to the transactions set forth above are hereby approved, confirmed and ratified. t Section 8. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 14* day of January, 2009 by the following vote. AYES: NOES: ABSTAIN: ABSENT: Nicole Pappas / President of the Board of Trustees of the Carlsbad Unified School District ATT/EST: Lisa Rodman Clerk of the Board of Trustees of the Carlsbad Unified School District AGREEMENT FOR EXCHANGE OF REAL PROPERTY AND CONSTRUCTION OF IMPROVEMENTS THIS AGREEMENT is made this cffiday of f^jxj^j^^-2009, by and between the Carlsbad Unified School District, a California public s<$ool districiKlpcated in the County of San Diego, California, (hereinafter "District") and the City of Carlsbad^nereinafter "City") a municipal corporation. The District and the City are referred to collectively herein as the "Parties." RECITALS WHEREAS, the District is currently engaged in construction of the Carlsbad High School Modernization Project ("Project"), which includes construction of a new stadium and other improvements on the Carlsbad High School campus; and. WHEREAS, the City is the owner of certain real property located near the Carlsbad High School Campus in the City of Carlsbad, County of San Diego, State of California ("City Property), which is identified and described in the legal description attached hereto as Exhibit "A" and incorporated herein by reference; and WHEREAS, the District is the owner of adjacent property located on the Carlsbad High School campus ("District Property"), in the City of Carlsbad, County of San Diego, State of California, which is identified and described in the legal description attached hereto as Exhibit "B" and incorporated herein by reference; and WHEREAS, the District desires to exchange the District Property for the City Property and to construct the Project on the reconfigured property that will result and shall be owned by the District once the District exchanges the District Property for the City Property; and WHEREAS, in consideration of the City's agreement to exchange the District Property for the City Property, the District has agreed to provide for the replacement of certain improvements located on the City Property with improvements of like kind and quality ("Replacement Improvements") which shall be constructed on the property that will be deeded to and shall be owned by the City; and WHEREAS, the District has determined that paying for the construction of the Replacement Improvements is fair and reasonable consideration for the property exchange in light of all facts related to the exchange of the properties and the District's need for the City Property; and WHEREAS, under Education Code Section 17536 et seq., the District is permitted to exchange property with the City upon such terms and conditions as the Parties may agree; and WHEREAS, City is authorized to exchange real property pursuant to California Government Code Section 37350; and WHEREAS, on January 14, 2009, the Board of Trustees ("Board") of the District Agreement for Exchange of Real Property 1 /x approved a Resolution Authorizing the Exchange of Property Owned by the District with Property Owned by the City pursuant to this Agreement; and WHEREAS, on January 27, 2009, the City Council of the City of Carlsbad ("City Council") approved a Resolution Authorizing the Exchange of Property Owned by the City with Property Owned by the District pursuant to this Agreement; and WHEREAS, the Parties desire to enter into this Agreement to set forth the Parties' mutual agreement and understanding regarding the exchange of properties described above and the completion of the Replacement Improvements; NOW THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, District and City agree to the exchange of the City Property for the District Property on the terms and conditions set forth below: 1. PROPERTY TO BE EXCHANGED 1.1 District Property. In exchange for the City Property, subject to the terms and conditions set forth herein, District shall convey to City fee simple title to the District Property identified in the legal description attached hereto as Exhibit "B" with the completed Replacement Improvements. 1.2 City Property. In exchange for the District Property and the Replacement Improvements completed to the satisfaction of the City Manager, subject to the terms and conditions set forth herein, City shall convey to District fee simple title to the City Property identified in the legal description attached hereto as Exhibit "A." 1.3 Value of Properties to be Exchanged. The Parties agree that the value of the District Property and the City Property are approximately equal due to their being relatively equivalent in acreage. 1.4 Time for Exchange. The exchange of properties required pursuant to this Agreement shall be effectuated after the City Council and the District Board each vote to approve this Agreement and will be memorialized by the Parties' representatives' execution of this Agreement. 1.5 Manner of Exchange. The exchange shall be by way of contemporaneous exchange of grant deeds. The grant deed that the City shall provide to the District to transfer the City Property to the District is attached hereto as Exhibit "C" ("City Grant Deed"). The grant deed that the District shall provide to the City to transfer the District Property to the City is attached hereto as Exhibit "D" ("District Grant Deed"). The City Grant Deed and District Grant Deed shall be deposited into an escrow and exchanged in the manner provided in Article 2 below. 2. ESCROW 2.1 Escrow Agent. The Parties shall open an escrow ("Escrow") with Chicago Title Company ("Escrow Agent"). 2.2 Opening of Escrow. Within three (3) business days following the date upon which both Parties have executed this Agreement ("Effective Date"), a fully executed copy of this Agreement shall be delivered to Escrow Agent by the District. "Opening of Escrow" means Agreement for Exchange of Real Property (3 the date Escrow Agent receives the Agreement and funds deposited by District pursuant to Section 6.10.1. Immediately upon the Opening of Escrow, Escrow Agent shall deliver written confirmation to both Parties. 2.3 Escrow Instructions. Escrow shall be maintained for the purpose of holding and disbursing monetary deposits and prorations, and all documents as directed by District and City, and to obtain title insurance as provided for in Section 5. Escrow Agent is hereby directed to disburse funds held by it in accordance with the terms of this Agreement, or as otherwise instructed in a writing signed by both Parties. In addition to the General Provisions which are attached hereto as Exhibit G and incorporated herein by reference, this Agreement shall constitute initial escrow instructions to Escrow Agent. The Parties shall execute any additional escrow instructions reasonably required by Escrow Agent to consummate the transaction provided for herein, provided, however, such additional escrow instructions shall not modify the provisions of this Agreement unless they state the modification in full and the specific modification is initialed by both Parties. 3. CONDITION OF TITLE 3.1 Updated Title Report. 3.1.1 Within fifteen (15) days following the Effective Date of this Agreement (as defined in Section 12.2 below), City will provide to District an updated title report from Chicago Title Company ("Title Report") on the City Property reflecting the current status of title on the City Property, together with all underlying documents referred to therein.. 3.1.2 Within fifteen (15) days following the Effective Date of this Agreement (as defined in Section 12.2 below), District will provide to City an updated title report from Chicago Title Company ("Title Report") on the City Property reflecting the current status of title on the District Property, together with all underlying documents referred to therein. 3.1.3 District shall pay the title company charges for preparing each Title Report. 3.2 District Property. 3.2.1 No Monetary Liens. District shall convey to City fee title to the District Property together with all improvements thereon free of all mortgages, deeds of trust, mechanics' liens, and all other monetary liens. 3.2.2 No New Liens. District shall not, after full execution of this Agreement, or close of escrow, cause or permit any new liens, covenants, conditions, restrictions, easements or any other matter to encumber title to the District Property by record or otherwise. 3.3 City Property. 3.3.1 No Monetary Liens. City shall convey to District fee title to the City Property free of all mortgages, deeds of trust, mechanics' liens, and all other monetary liens. 3.3.2 No New Liens. City shall not, after full execution of this Agreement, cause or permit any new liens, covenants, conditions, restrictions, easements or any other matter to encumber title to the City Property by record or otherwise. 3.4 Grant Deeds. At least five (5) days prior to the Close of Escrow, each party shall execute, acknowledge and deliver to the Escrow Agent (as defined below) their respective grant Agreement for Exchange of Real Property 3 H deed for their respective property. The City Grant Deed shall be deposited in the form attached hereto as Exhibit "C" and the District Grant Deed shall be deposited in the form attached hereto as Exhibit "D". Each grant deed shall convey the respective property to the appropriate party free and clear of all restrictions, reservations and other limitations except as may be set forth in this Agreement. 4. CLOSE OF ESCROW. 4.1 Close of Escrow. "Close of Escrow" means the date when Escrow Agent concurrently records the City Grant Deed and the District Grant Deed completing the property exchange described herein: (i) the City Grant Deed will be in favor of District for the City Property and (ii) the District Grant Deed will be in favor of City for the District Property. Escrow shall close as soon as possible after all conditions precedent to closing set forth in Article 5 of this Agreement have been fulfilled. ("Closing Date"). 4.2 Termination or Extension of Escrow by Mutual Agreement. In the event Escrow cannot close by June 30, 2009, subject to such time extensions as are allowed pursuant to Section 6, below, as a result of non-satisfaction of one or more Closing Conditions (as defined in Section 5 below), the Parties may mutually agree to extend Escrow to allow time for the satisfaction of such Closing Conditions. If the Parties mutually agree to terminate this Agreement rather than extend the Escrow, then after such termination, neither party shall have any further rights or obligations hereunder except that the District shall be responsible for all escrow costs incurred, any title insurance related costs, and the cost of fully restoring the City property to its condition immediately prior to execution of this Agreement if the District or its contractor(s) has begun work on the City property. If a party agrees to waive its Condition Precedent to Closing, Escrow Agent shall close the Escrow as soon as possible. 4.3 Termination of Escrow Due to Default. In the event Escrow has not closed by the Closing Date as a result of a material default under the terms of this Agreement and the Closing Date has not been extended, the non-defaulting party may direct that Escrow Agent terminate the Escrow and return all funds and other documents to the party who deposited the same. After such termination, the District shall be responsible for all escrow costs incurred, and any title insurance related costs. If the District is the defaulting party, it shall be additionally responsible for the cost of restoring the City property to its former condition if any work by the District's contractor(s) has been performed on the City property. 4.4 Deliveries to Escrow. Prior to the Closing Date, each party shall, at least five (5) days prior to the Close of Escrow, deliver to Escrow all funds and documents required to complete the Close of Escrow under the terms of this Agreement, including, but not limited to, prorated amounts and other payments required under this Agreement. Such documents to be deposited into Escrow shall include, but not be limited to the City Grant Deed, the District Grant Deed and certificates and/or resolutions of acceptance for the District Property and the City Property. 4.5 Completion of Documents. Escrow Agent is authorized to collate counterparts of documents deposited in Escrow, and to otherwise complete such documents where appropriate and consistent with this Agreement. 4.6 Prorations. The following items shall be prorated in Escrow for the City Property and the District Property, as of the date of Close of Escrow: county, city and special Agreement for Exchange of Real Property 4 i r district taxes and assessments, if any, based upon the most recent official information available in the office of the taxing entity. All prorations shall be made on the basis of the actual days in the applicable month and a 365 day year, unless the Parties otherwise agree in writing. Escrow Agent shall base such prorations upon a proration statement for each property ("Proration Statement"), each executed by the respective party and delivered to Escrow Agent prior to the Closing Date. Insurance policies maintained by each owner of the respective property for their property shall be terminated as of the Closing Date, and each party shall be responsible for obtaining replacement policies as the Parties deem appropriate. 4.7 Escrow Fees and Costs. District shall pay: (1) the County documentary transfer tax assessed on the recording of the City Grant Deed conveying the City Property to District and the District Grant Deed conveying the District Property to City, if any; (2) the cost of an ALTA Owner's Title Insurance Policy with a survey for the District Property to be deeded to the City ; and the cost of a standard ALTA Owner's Title Insurance Policy for the City Property to be deeded to the District; and (3) other charges and expenses, in accordance with the customary practices in San Diego County. 4.8 Distribution of Funds and Documents. At the Close of Escrow, Escrow Agent shall do each of the following: 4.8.1 Concurrent Recordation of Documents. Submit to the San Diego County Recorder ("County Recorder") for concurrent recording the City Grant Deed and the District Grant Deed and any other documents to be recorded under the terms of this Agreement, and, after recordation, cause the County Recorder to mail the City Grant Deed and the District Grant Deed to both the City and the District. 4.8.2 Non Recorded Documents. Deliver by Federal Express or other overnight courier (or hold for personal pick-up, if requested): (1) the Title Policy for the City Property to the District; and (2) each other non-recorded document received hereunder to the City and the District. 4.8.3 Distribution of Funds. Distribute, pursuant to instructions to be given by the recipient, any excess funds delivered to Escrow Agent by either party. 4.8.4 Conformed Copies. Upon the Close of Escrow, Escrow Agent shall deliver to each party copies of all fully executed documents and escrow instructions. Each recorded document shall be conformed to show the recording date and file number. 4.8.5 Closing Statement. Prior to the Close of Escrow, Escrow Agent shall prepare an estimated closing statement detailing all charges due under the terms of this Agreement. As soon as reasonably practicable after the Close of Escrow, Escrow Agent shall prepare a final accounting and closing statement for this transaction and send a copy to each party. 4.9 Possession. Possession of each of the properties shall be delivered on the Closing Date after recordation of the two grant deeds to each receiving party. All risk of loss and damage to the property from whatever source after the close of escrow shall be the sole responsibility of the new fee owner. 5. CONDITIONS PRECEDENT TO CLOSE OF ESCROW. Close of Escrow is contingent upon satisfaction or waiver of each of the following conditions ("Closing Agreement for Exchange of Real Property 5 \L Conditions") prior to the Closing Date, any determination of satisfaction or waiver to be in the sole, absolute and unrestricted discretion of the appropriate party: 5.1 Title Matters. 5.1.1 District's written approval of the Title Report for the City Property and any supplements to the Title Report and the title insurer's issuance or commitment to issue the Title Policy described in Article 5.2. 5.1.2 City's written approval of the Title Report for the District Property and any supplements to the Title Report and the title insurer's issuance or commitment to issue the Title Policy described in Article 5.2. 5.2 District Title Insurance. Close of Escrow (as defined in Section 4.1) is conditioned upon Chicago Title Company issuing or being committed to issue, at District's expense, a ALTA Owner's Title Insurance Policy in favor of the District insuring title to the City Property in the amount of the value of the City Property ("Title Policy") and subject only to the following permitted exceptions ("Permitted Exceptions"): 5.2.1 The lien of current, non-delinquent real estate taxes and assessments on the City Property, if any; 5.2.2 The lien of any supplemental taxes assessed on the City Property, if any; 5.2.3 Any other matters requested, caused or approved in writing by the appropriate party. 5.3 City Title Insurance. Close of Escrow (as defined in Section 4.1) is conditioned upon Chicago Title Company issuing or being committed to issue, at District's expense, an ALTA Owner's Title Insurance Policy in favor of the City insuring title to the District Property in the amount of the value of the District Property with the Replacement Improvements and Parking Improvements ("Title Policy") and subject only to the Permitted Exceptions. 5.4 Completion of Phase 1 Environmental Site Assessment. 5.4.1 City written approval of a Phase 1 Environmental Site Assessment ("Phase 1") for the District Property and if required, a Phase 2 Environmental Site Assessment ("Phase 2") and the completion of any recommended remedial work as certified by the California Department of Toxic Substances Control. 5.4.2 District written approval of a Phase 1 Environmental Site Assessment ("Phase 1") for the City Property and if required, a Phase 2 Environmental Site Assessment ("Phase 2") and the completion of such Phase 1 and Phase 2 assessments and any recommended remedial work. 5.4.3 All assessments and remedial work are to be fully satisfactory to the party acquiring the property, in that party's sole, absolute and unrestricted discretion, but are to be paid for solely by the District for either property. However, in the event that significant Hazardous Materials are found on the City Property prior to or during the course of construction, the District may, at its option, terminate this Agreement, in which case the District shall be obligated to restore the City Property to its former condition but shall not be required to complete any remediation work on the City Property unless it is determined that the District is responsible for the contamination. Agreement for Exchange of Real Property 5.5 CEQA. Written confirmation of a determination by the City Planning Commission that there has been compliance with the California Environmental Quality Act ("CEQA"), and by the District as appropriate and as required by law, for exchange of the City Property for the District Property with Replacement Improvements and that the time for appeal of those determinations has lapsed. 5.6 General Plan Consistency Finding. Written confirmation of the City Planning Commission's finding that the property exchange is in conformance with the City's adopted general plan pursuant to Government Code § 65402. The application for and processing of the general plan consistency finding shall be done by the District at its sole expense. 5.7 Completion of Replacement Improvements. City Manager or her designee's written confirmation of approval of the completed Replacement Improvements in accordance with the requirements of Section 6, below. Such approval shall be in the sole discretion of the City Manager. 5.8 Reimbursement for Energy Costs. 5.8.1 The District hereby expressly recognizes that the City will incur certain additional costs for energy ("Additional City Energy Costs") during the period of demolition of the existing solar panels and construction of the Replacement Improvements. 5.8.2 The City shall provide the District with an estimate of anticipated Additional City Energy Costs upon execution of this Agreement, and will provide the District with monthly invoices setting forth the amount of Additional City Energy Costs incurred for the preceding month upon receipt. 5.8.3 The District shall reimburse the City for Additional City Energy Costs through escrow prior to closing, which shall be mutually agreed upon by comparing the increase of energy usage after the removal of the existing panels to the energy usage prior to the removal of the existing panels and during comparable months. 5.9 Removal of Personal Property. Prior to the Close of Escrow, the District shall, at its sole expense, remove or cause to be removed from its property and the City property any and all personal property, trash, rubbish, cleaning supplies, solutions and any other materials, including but not limited to Hazardous Materials (as defined in Article 11 below). District shall inform City in writing of any City property to be removed prior to its removal and upon City request, return any City personal property to City. 6. DESIGN AND CONSTRUCTION OF REPLACEMENT IMPROVEMENTS 6.1 Scope of Replacement Improvements. The Replacement Improvements shall consist of the following items of work (the "Work") to be on the District Property conveyed to the City per the terms of this Agreement, as more fully described in the Description of Work and shown on the Site Plan, which are attached hereto as Exhibit "E" and incorporated herein by reference: 6.1.1 Installation of a new solar panel system on the District property which is of equal or better quality and function than the existing solar panel system. It has been agreed by the Parties that fifty-four of the existing solar panels shall be re-used in the new solar panel system. The District will provide an additional sixty-three new panels which shall replace the Agreement for Exchange of Real Property remaining existing panels. The entire support system for the new solar panel system shall be constructed using new materials. 6.1.2 Protection and/or screening for protection of solar panels as may be determined in the sole discretion of the City Manager. 6.1.2.1 Within two weeks of completion of construction of the new solar panel system and installation of the bleachers, whichever is later, the Parties shall meet to inspect the completed construction and consult on the need for and type of screening or protective device to prevent damage to the solar panels caused by objects falling or being thrown from the bleachers. 6.1.2.2 If, in the judgment of the City Manager such a screening or protective device is required, the District shall provide the City with a proposed design for same. 6.1.2.3 Upon the City's approval of the proposed design, the District shall promptly install the agreed-upon device at the District's expense. 6.1.3 Fourteen (14) standard size parking spaces. 6.1.4 Perimeter fencing and gates. 6.1.5 Landscaping. 6.1.5.1 The Replacement Improvements shall include all landscaping shown on the Site Plan with the exception of landscaping which is to be installed on southeast side of the City property, behind the bleacher area, as indicated in the Site Map included in Exhibit E ("Excepted Landscaping"). 6.1.5.2 The Excepted Landscaping is subject to further design and approval by the City and shall be promptly installed by the District at no cost to the City upon the City's approval of the design for same. 6.1.5.3 Completion of the Excepted Landscaping shall not be a condition precedent to the Close of Escrow and shall not be subject to the time provisions contained herein. 6.2 Design of Replacement Improvements. 6.2.1 The District shall provide the City with a design for the Replacement Improvements, including plans and specifications, which shall conform will all applicable laws, regulations and codes. Construction shall not commence until the City Manager or her designee has provided approval, in writing for the design of the Work ("Approved Design"). Such approval shall be in the sole, absolute and unrestricted discretion of the City Manager. 6.2.2 The District shall at is sole expense allow the City to hire an independent consultant to review the Approved Design to confirm that the new solar panel configuration will have equal or greater energy generation capability that the solar panels currently existing on the City property at the time of execution of this Agreement if they were fully operational. 6.2.3 The Work shall be performed in strict accordance with the Approved Design. No changes to the Work shall be allowed except with the written consent of the City Manager. Such approval shall be in the sole, absolute and unrestricted discretion of the City Manager. Agreement for Exchange of Real Property 6.3 Cost of Replacement Improvements. The District will pay all costs associated with construction of the Replacement Improvements and the Work, including the cost of all labor, materials, equipment and supervision necessary for proper performance of the Work. 6.4 Performance of Work. 6.4.1 The Work shall be performed by one or more licensed contractors, who shall be selected pursuant to an applicable procurement process. 6.4.2 The Work shall be performed in a good and workmanlike manner, in accordance with the Approved Design and with all applicable laws, standards and regulations pertaining to a public works project including, but not limited to prevailing wage requirements. 6.4.3 The District shall pay for necessary consultants and design professionals to monitor, test and inspect the Work to ensure it is being constructed in accordance with the Approved Design, as may be modified pursuant to the terms of this Agreement. The District shall apply for and obtain prior to commencement of construction any and all necessary permits and approvals for construction of the Replacement Improvements. 6.5 Time for Construction of Replacement Improvements. 6.5.1 Subject to such extensions of time as may be allowed pursuant to this Agreement, the District shall complete construction of the Replacement Improvements in accordance with the Construction Schedule which is attached hereto as Exhibit "F". 6.5.2 Provided that the District receives all necessary permits and approvals within the time indicated on the Construction Schedule, construction of the Replacement Improvements shall commence on February 25, 2009 and shall be completed by June 30, 2009. In the event that the District is unable to commence work on February 25, 2009 due to delays in obtaining necessary permits or approvals from the City, the deadline for completion of construction shall be extended by the number of days of said delay. 6.6 Stoppage of Work. If at anytime, for any reason, the City shall direct the District to stop work on the District Property or the City Property, the District shall be entitled to an extension of time in an amount equal to the number of days of delays caused by the stoppage of work or such other time as may be agreed upon by the Parties. 6.7 Cooperation by City. 6.7.1 The Parties expressly acknowledge that the District and/or the District's contractor may, from time to time during the course of construction require input and/or direction from the City in order to proceed with or complete Construction of the Replacement Improvements. The City shall, therefore, appoint a representative ("City Representative") to respond to all requests from the District for input, direction or approval(s). 6.7.2 The City Representative shall endeavor to response to all District requests for input, direction or approval within twenty-four (24) hours of said request. In the event the City Representative is should fail or be unable to provide a response within twenty-four (24) hours, the District shall be entitled to an extension of the time to complete construction equal to the number of days construction is delayed pending receipt of the City's response. 6.8 Extensions of Time. In addition to such extensions of time that the District may be entitled to pursuant to any other provision of this Agreement, the District shall be entitled to Agreement for Exchange of Real Property 9 Jo an extension of time for any delays which are not attributable to the fault of the District or the District's contractor including, but not limited to, delays caused by: 6.8.1 Rain delays; agency; agency; Property; 6.8.2 Delays in obtaining permits or approvals required from any governmental 6.8.3 Acts of God, acts of war or public enemy, acts of any other government 6.8.4 Fire, flood epidemic or quarantine restrictions, 6.8.5 Material unforeseen conditions on the City Property or the District 6.8.6 Delays in procurement of necessary equipment or materials; 6.8.7 Labor strikes or shortages; 6.8.8 Freight embargoes; 6.8.9 Delays caused by the City's request for additional or revised work, including, without limitation, screening or protective device(s); 6.8.10 Lack of access or inadequate access to the City Property. 6.9 Liquidated Damages. The District acknowledges and agrees that time is of the essence with respect to construction of the Replacement Improvements. In the event the District shall fail to complete construction of the Replacement Improvements within the time required under this Agreement, the City shall be entitled to liquidated damages in the sum of five hundred dollars ($500.00) per day as a fair and equitable approximation of damage to the City for the inconvenience of disturbance with City activities at the City site due to excess noise, dust and dirt , usurpation of parking and related accommodations made by the City during the delay period. Liquidated damages shall be deemed full compensation for delays, and associated costs, damages, and expenses, with the exception of utility costs for which the District is obligated to reimburse City pursuant to section 5.8 of this Agreement. These liquidated damages shall be due and owing and will continue to accrue, without limitation to the secured amount, until the construction is completed to the satisfaction of the City Manager or until the improvements are returned to their existing state to the satisfaction of the City Manager, in the event that the escrow is terminated as a result of a material default by the District of its obligations under this Agreement. These liquidated damages shall not preclude City recovery of additional damages as compensation for any costs the City may incur in restoring the City Property and improvements to the their original condition should the District default on this Agreement. 6.10 Construction Escrow Funds 6.10.1 Prior to commencement of Construction of the Replacement Improvements, the District shall deposit the sum of two hundred thousand dollars ($200,000) into an interest-bearing escrow account to be established with Chicago Title Company ("Construction Escrow Funds"), which shall serve to secure the District's obligation to pay Liquidated Damages in accordance with Section 6.9 of this Agreement. 6.10.2 In the event that the District fails to complete construction of the Agreement for Exchange of Real Property 10 Replacement Improvements within the time required under this Agreement, the City shall, upon application by City Manager Lisa Hildabrand, be entitled to draw upon the Construction Escrow Funds to satisfy any Liquidated Damages owed to the City by the District pursuant to this Agreement. 6.10.2.1 At such time as the City Manager may determine that Liquidated Damages are due and owing, the City shall provide thirty (30) days written notice to District of its intent to withdraw funds from the Construction Escrow Funds. 6.10.2.2 In the event the District does not agree with the City's determination that Liquidated Damages are due and owing, the District shall provide written notice to the City of its objection to the City's intent to withdraw funds from the Construction Escrow Funds, in which case the City shall not withdraw the funds and the Parties shall submit the matter for mediation pursuant to the Alternative Dispute Resolution provision set forth in Section 10. 6.10.3 The Construction Escrow Funds, minus any deductions for liquidated damages, shall be returned to the District, including accrued interest, at such time as the Parties agree in writing that the Replacement Improvements are substantially complete. The Replacement Improvements shall be considered substantially complete at such time as all of the required improvements are installed and fully operational for use by the City. 7. DISTRICT ACCESS TO PROPERTY. At all times during performance of this Agreement, District and its authorized contractor(s) shall have license to access the City Property to be conveyed to the District for purposes of monitoring and inspecting the Work and completing the Replacement Improvements and the work prerequisite to completion of the Replacement Improvements. 8. INSURANCE 8.1 Insurance to Be Required of Contractors. District shall require its Contractor(s) to maintain the following types of coverages and minimum limits: 8.1.1 Commercial General Liability Insurance: $1,000,000 combined single limit per occurrence which shall include but not be limited to contractual liability (exclusions of contractual liability as to bodily injuries, personal injury and property must be eliminated from the basic policy and endorsements), products and completed operations, bodily injury and property damage. If the policy has an aggregate limit, it shall apply separately to this contract, or the aggregate limit shall be a minimum $2,000,000. 8.1.2 Business Automobile Liability Insurance: $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the Automobile Liability policy must cover any vehicle used in the performance of the contract, used on-site or off-site, whether owned, non-owned or hired and whether scheduled or non-scheduled. ISO Form No. CA 001 covering Automobile Liability, Code 1 (any auto) or equivalent. The auto insurance shall be placed with an insurer that is an admitted carrier in the State of California with a rating in the most recent Best's Key Rating Guide of at least A: VII, OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least A:X. 8.1.3 Hazardous Material/Waste Transporters. Limits for hazardous waste hauling must comply with the requirements of CA Vehicle Code Section 34631.5. Currently Agreement for Exchange of Real Property 11 $5,000,000 combined single limit per accident for hazardous substances, defined in Section 171.8 of Title 49 of the Code of Federal Regulations, or compressed gas (including liquefied), transported in tanks or hopper-type vehicle with capacities > 3,500 water gallons, and Class 1.1, 1.2. or 1.3 explosives, poison gas (Poison A), or highway route controlled radioactive materials as defined in Section 173.403 of the Code of Federal Regulations. The Automobile Liability policy shall be endorsed to delete the Pollution and/or the Asbestos exclusion and add the Motor Carrier Act endorsement (MCS-90) and/or other endorsements required by federal or state authorities. 8.1.4 Workers' Compensation and Employers' Liability Insurance: Workers' Compensation limits as required by the Labor Code of the State of California. Workers' Compensation offered by the State Compensation Insurance Fund is acceptable to the City. Employers' Liability Insurance in the amount of $ 1,000,000 per accident for bodily injury or disease. 8.1.5 Builders' Risk/Course of Construction: All risk coverage in an amount not less than the full value of all phases of this Contract (with no co-insurance penalty provisions) to protect all property improvements and construction until final completion and acceptance by the City. The City shall be named as loss payee. 8.1.6 Professional Liability: $ 1,000,000 limit with a 3-year discovery and reporting tail period coverage. Certificate of insurance only required. 8.2 Insurance To Be Maintained By District. At all times during the performance of this Agreement, District shall maintain the following coverages to pay for claims and injuries to persons and property which may arise out of performance of this Agreement, including construction of the Replacement Improvements: 8.2.1 Property Insurance. District shall carry and maintain in force a policy of property insurance for 100% of the insurable replacement value with no coinsurance penalty, on the City Property, together with all improvements thereon, under a standard "all risk" contract insuring against loss or damage. District shall have the right to procure the required insurance through a joint powers agency or to self-insure against such losses or portion thereof as is deemed prudent by District. 8.2.2 Commercial General Liability Insurance. District shall at all times carry and maintain in force a policy of commercial general liability insurance policy of $ 1,000,000. District shall have the right to procure the required insurance through a joint powers agency or to self-insure against such losses or portion thereof as is deemed prudent by District. 8.3 Additional Provisions. District shall ensure that the policies of insurance noted above contain, or are endorsed to contain, the following provisions: 8.3.1 Commercial General Liability, Builders' Risk/Course of Construction, and Employers' Liability: The City, its officials, employees and volunteers are to be covered as additional insured, by Additional Insured Endorsement Form 20 10 11 85 or equivalent, as respects: liability arising out of activities performed by or on behalf of the District; products and completed operations of the District; premises owned, leased, hired or borrowed by the District. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees or volunteers. All additional insured endorsements must be evidenced using separate documents attached to the Certificate of Agreement for Exchange of Real Property 12 Insurance. 8.3.2 Commercial General Liability, Builders' Risk/Course of Construction, and Professional Liability: The Contractor's insurance coverage shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees or volunteers. 8.3.3 Commercial General Liability and Professional Liability: Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 8.3.4 Notice of Cancellation. Coverage shall not be canceled or materially changed except after ten (10) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 8.3.5 Waiver of Subrogation. All policies of insurance required under this Agreement shall contain a waiver of all rights of subrogation the insurer may have or may acquire against the City or any of its officials or employees. 8.4 Subcontractors. All subcontractors performing work at the Project shall be subject to all of the requirements stated herein. District shall require and verify all subcontractors maintain insurance subject to all of the requirements stated herein. 8.5 Acceptability of Insurers. Except where the District shall be self-insured as permitted under this Agreement, insurance must be placed with an insurer that is an admitted carrier in California with a rating in the most recent Best's Key Rating Guide of at least A-VII, or with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least A:X. 8.6 Verification of Coverage. District shall furnish the City with certificates of insurance and original endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be in forms approved by the City and are to be received and approved by the City before the Contract is executed by the City and start of work. 9. DISTRICT'S INDEMNITY OBLIGATION. To the fullest extent allowable by law, District shall indemnify, defend and hold harmless the City (including its elected officials, officers, agents, and employees) from and against any and all obligations, liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees and costs) relating to the District or City Property, arising out of or in connection with this Agreement and/or the construction of the Replacement Improvements. This obligation includes indemnification for any costs or expenses from damage to City Property, including any portion of the pool facility, and/or the Replacement Improvements that the City is to receive in the exchange incurred in the future reasonably determined by the City to be caused by employees, agents, students, or other authorized occupants and users of the reconfigured District site, including but not limited to the exchange property. This District obligation shall survive the close of escrow. 10. ALTERNATIVE DISPUTE RESOLUTION. Prior to filing any lawsuit, in the event Agreement for Exchange of Real Property 13 of a dispute between the Parties arising from or related to this Agreement or construction of the Replacement Improvements, the Parties shall submit the dispute to non-binding mediation before a neutral mediator who shall be selected by the Parties for such purpose. 11. REPRESENTATIONS AND WARRANTIES 11.1 Definitions. For purposes of this Article 12, the following terms shall have the meanings set forth below. 11.1.1 Environmental Laws. "Environmental Laws" shall mean all laws and regulations applicable to the physical condition of the properties to be exchanged or the presence of any substance thereon, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.), the Resources Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), the Clean Water Act (33 U.S.C. Sections 466 et seq.), the Safe Drinking Water Act (14 U.S.C. Sections 1401-1450), the Hazardous Materials Transportation Act (49 U.S.C. Sections 1801 et seq.), the Toxic Substances Control Act (15 U.S.C. Sections 260 1-2692), the California Hazardous Waste Control Act (California Health and Safety Code Sections 25100-25600), and the Porter-Cologne Water Quality Control Act (California Health and Safety Code Sections 13000 et seq.), as any of the foregoing may be amended from time to time, and all regulations and publications implementing or promulgated pursuant to the foregoing. 11.1.2 Hazardous Materials. "Hazardous Materials" shall include, but are not limited to, substances which are flammable, explosive, corrosive, radioactive, toxic, and any substances defined or regulated as hazardous substances, hazardous materials, toxic substances or hazardous wastes in any of the Environmental Laws. Hazardous Materials shall also include asbestos and those asbestos-containing materials defined and described in Environmental Protection Agency Report No. 56/5-85-024 (June, 1985) or any related or successor report or other applicable government regulations defining or describing such materials, and petroleum and petroleum products, whether or not any of the aforementioned is defined as a hazardous waste or hazardous substance in any Environmental Law. 11.1.3 Owner's Knowledge. References to "Owner's knowledge," matters "known to Owner," or words of like import mean the actual, current knowledge of the current fee owner of each piece of property to be exchanged under this Agreement (as opposed to imputed or constructive knowledge), after due inquiry, but no other duty of inquiry or investigation by either party is implied or required: 11.2 Hazardous Materials. To the knowledge of each party, (1) their respective property is not in violation of any Environmental Laws, (2) neither party, nor to either party's knowledge any third party, has used, manufactured, generated, treated, stored, disposed of, or released any Hazardous Material on, under or about that party's property or transported any Hazardous Material over that party's property, except as identified during in the Phase I Assessment of the District Property; (3) neither party, nor to either party's knowledge any third party, has installed, used or removed any storage tank on, from or under that party's property except in full compliance with all Environmental Laws; (4) to each party's knowledge, there are no storage tanks or wells (whether existing or abandoned) on or under that party's property; and (5) to each party's knowledge, there are no Hazardous Materials on or under that party's property. Agreement for Exchange of Real Property 14 11.3 District Warranty for Replacement Improvements. District warrants and guarantees that the Replacement Improvements will function as represented in the Approved Design and associated construction and product information documents, and that they will provide equal or greater energy generation than the solar improvements existing on the City property at the time of execution of this Agreement. 11.4 District Warranty for Parking. District warrants and agrees to ensure that the parking for the City's property is available for use by the City's authorized employees and guests for the duration of the District high school site enlargement project. District agrees to provide and pay for any necessary enforcement measures, including but not limited to signage, patrol, ticketing, etc. This District obligation shall survive the close of escrow. 11.5 Authority. Each party represents and warrants, as of the date of execution of this Agreement and as of Close of Escrow (i) that it has full legal right, power and authority to execute and fully perform its obligations under this Agreement and (ii) that the persons executing this Agreement and other documents required hereunder are authorized to do so. 11.6 No Violations. Each party hereby represents that neither the execution and delivery of this Agreement or their respective grant deed to be provided hereunder, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the it is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon the District Property. 11.7 No Litigation. Each party hereby represents that, to its knowledge, there is no pending or threatened action or proceeding before any court or federal, state, municipal, or other government authority or administrative agency which will materially adversely affect the ability of District to perform its obligations under this Agreement. 11.8 Real Estate Commissions. Each party represents and warrants to the other party that no brokers or finders have been employed or are entitled to a commission or compensation in connection with this transaction as a result of the actions or representations of the indemnifying party. Each party agrees to indemnify, hold harmless, protect and defend the other party (including its elected officials, officers, agents and employees) from and against any obligation or liability to pay any such commission or compensation payable to any brokers arising from the actions or representations of the indemnifying party. 11.9 Survival of Warranties and Obligations. The representations and warranties given by the Parties in this Article 12, as well as all other obligations, representations and warranties under this Agreement to be performed by either party which are not to be completed or performed prior to Close of Escrow, shall survive the Close or termination of Escrow. 12. GENERAL PROVISIONS 12.1 Conditions to Effectiveness. This Agreement shall not be binding or effective (i) against District until, pursuant to California Education Code Section 17537, the District's Board has adopted, by two-thirds vote of its members, a resolution authorizing exchange of the District Property for the City Property as contemplated under this Agreement and authorizing its execution (ii) against City until its City Council has adopted a resolution authorizing the Agreement for Exchange of Real Property 15 PC exchange of the City Property for the District Property as contemplated under this Agreement and authorizing its execution once all other actions required by applicable law as provided above have been completed. 12.2 Effective Date. The Effective Date of this Exchange Agreement shall be the date upon which approval has been granted by the governing boards of both Parties. 12.3 Right to Specific Performance. Neither Party waives the right of specific performance if permitted by law; however District shall not be entitled to specific performance if it materially defaults on its obligations under this Agreement. 12.4 Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element. 12.5 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received as indicated below and to the Parties indicated below: If to District: Carlsbad Unified School District 6225 El Camino Real Carlsbad, CA 92009 Attention: Walter Freeman, Assistant Superintendent Telephone: (760)331-5000 Facsimile: (760)331-5007 With a copy to: Miller Brown & Dannis 71 Stevenson St., 19th Floor San Francisco, CA 94015 Attention: Philip J. Henderson Telephone: (415)543-4111 Facsimile: (415) 543-4384 If to City: City of Carlsbad Brian Albright, Recreation Director 799 Pine Ave, Suite 200 Carlsbad CA 92008 T-(760) 434-2826 F-(760) 434-5088 With copies to: City of Carlsbad City Manager/City Attorney 1200 Carlsbad Village Dr Carlsbad CA 92008 T-(760) 434-2821 F-(760) 434-9461 12.5.1 If notice is given by personal delivery thereof, it shall be considered delivered on the day of delivery. 12.5.2 If notice is given by overnight delivery service, it shall be considered delivered on (1) day after date deposited, as indicated by the delivery service. 12.5.3 If notice is given by depositing same in United States mail, enclosed in a sealed envelope, it shall be considered delivered three (3) days after date deposited, as indicated by the postmarked date. 12.5.4 If notice is given by registered or certified mail with postage prepaid, return receipt requested, it shall be considered delivered on the day the notice is signed for.The City and the District, by notice given hereunder, may designate different addresses to which Agreement for Exchange of Real Property 16 subsequent notices, certificates or other communications will be sent. 12.6 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon City and the District and their respective successors, transferees and assigns. 12.7 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement 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. 12.8 Severability. In the event any pro vision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, unless elimination of such invalid provision materially alters the rights and obligations embodied in this Agreement. 12.9 Amendments, Changes and Modifications. Except as to the termination rights of both Parties as indicated herein, this Agreement may not be amended, changed, modified, altered or terminated without the written agreement of both Parties hereto. 12.10 Execution in Counterparts. This Agreement 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. 12.11 City and District Representatives. Whenever under the provisions of this Agreement the approval of City or the District is required, or City or the District is required to take some action at the request of the other, such approval or such request shall be given for City by City's Representative and for the District by the District's Representative, and any party hereto shall be authorized to rely upon any such approval or request. 12.12 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and venued in the County of San Diego. 12.13 Attorney's Fees. In any action or proceeding brought by either party regarding this Agreement, each party shall bear the cost of its own attorneys' fees. 12.14 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Agreement. 12.15 Prior Agreements. This Agreement and the attached exhibits constitute the entire agreement between the Parties and supersede all prior discussions, negotiations and agreements, whether oral or written. 12.16 No Other Inducement. The making, execution and delivery of this Agreement by the Parties hereto has not been induced by any representations, statements, warranties or agreements other than those expressed herein. 12.17 Further Assurances. Parties shall promptly execute and deliver all documents and instruments reasonably requested to give effect to the provisions of this Agreement. 12.18 Recitals Incorporated. The Recitals set forth at the beginning of this Agreement are hereby incorporated into its terms and provisions by this reference. 12.19 Force Majeure. A party shall be excused from the performance of any obligation Agreement for Exchange of Real Property 17 imposed in this Agreement and the exhibits hereto for any period and to the extent that a party is prevented from performing such obligation, in whole or in part, as a result of delays caused.by, a governmental agency or entity, an act of God, war, terrorism, civil disturbance, forces of nature, fire, flood, earthquake, strikes or lockouts , and such non performance will not be a default hereunder or a grounds for termination of this Agreement. 12.20 Construction. None of the Parties hereto, nor their respective counsel, shall be deemed the drafters of this Agreement for purposes of construing the provisions thereof. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, not strictly for or against any of the Parties hereto. 12.21 Exhibits. The following exhibits are attached to and part of this Agreement: Exhibit A Legal Description of City Property with attached Plat Exhibit B Legal Description of District Property with attached Plat Exhibit C Form of City Grant Deed (City to District) Exhibit D Form of District Grant Deed (District to City) Exhibit E Description of Work/Site Plan Exhibit F Construction Schedule Exhibit G General Provisions of Escrow Instructions ACCEPTED AND AGREED on the date indicated below: Dated: l~/5~~ ,20^f Dated: Carlsbad Unified School District By: Print Name: ^ohn A. Roach, Ed. D Print Title: Superintendent SH ,200^ Print Name: Claude A. Lewis Print Title: Mayor, City of Carlsbad TO Agreement for Exchange of Real Property 18 EXHIBIT "A" LEGAL DESCRIPTION OF CITY PROPERTY Agreement for Exchange of Real Property 19 EXHIBIT A LEGAL DESCRIPTION OF CITY PROPERTY THAT PORTION OF TRACT 248, THUM LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE RECORDER OF SAN DIEGO COUNTY, DECEMBER 9, 1915, DESCRIBED MORE PARTICULARY AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF SAID TRACT 248; THENCE, SOUTH 28° 39' 00" EAST ALONG THE NORTHEASTERLY LINE THEREOF ALSO BEING THE SOUTHWESTERLY LINE OF MONROE STREET (60 FEET WIDE) 534.29 FEET TO THE SOUTHEASTERLY CORNER OF PARCEL "A" AS DESCRIBED IN DEED TO THE CARLSBAD UNIFIED SCHOOL DISTRICT RECORDED DECEMBER 3, 1984 AS DOCUMENT NUMBER 84-449709 AT SAID OFFICE OF THE RECORDER; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL "A" SOUTH 61° 21' 00" WEST 122.00 FEET; THENCE, NORTH 78° 44' 32" WEST 5.98 FEET; TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID PARCEL "A" SOUTH 30° 26' 12" WEST 164.42 FEET TO A POINT ON A 555.00 FOOT LONG WEST LINE OF THE LAND DESCRIBED IN DEED TO THE CITY OF CARLSBAD RECORDED NOVEMBER 23, 1977 IN SAID OFFICE OF THE RECORDER AS DOCUMENT 77-485336, THENCE, NORTH 28° 39' 00" WEST ALONG SAID WEST LINE 89.25 FEET; THENCE, CONTINUING ALONG COURSES DESCRIBED IN SAID DEED TO THE CITY OF CARLSBAD SOUTH 61° 21' 00" WEST 26.35 FEET; THENCE, NORTH 28° 39' 00" WEST 83.39 FEET; THENCE, LEAVING THE WEST LINE OF THE LAND DESCRIBED IN SAID DEED, NORTH 61° 21' 00" EAST 62.00 FEET TO THE WEST CORNER OF SAID PARCEL "A" THENCE, SOUTH 78° 44' 32" EAST 137.42 FEET; TO THE TRUE POINT OF BEGINNING. CONTAINING 15,946 SQUARE FEET MORE OR LESS. ATTACHED HERETO AND MADE A PART HEREOF THIS LEGAL DESCRIPTION IS A PLAT LABELED "EXHIBIT A (CONTINUED)" THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS' ACT. SIGNATURE DATE PAUL E. GOEBEL EXHIBIT A (CONTINUED) NOTE: THIS PUT DOES NOT REPRESENT A FIELD SURVEY. BEARINGS AND DISTANCES SHOWN HEREON ARE BASED ON A GRANT DEED TO THE CITY OF CARLSBAD, RECORDED NOV. 23, 1977 AS DOC. 77-485336 T H U M EQ. N61'21'00"E DEED TO CUSO PER DOC84-449709 REC. DEC 3. 1984 PARCEL "A" TRACT 248 S61'21'00"W 26.35' LANDS POR. OF DEED TO CITY OF CARLSBAD PER DOC 77-485336 REC. NOV 23.1977 POR. OF D££D TO CUSO PER DOC 80-388670 RE<X JULY 18.1990 I * II II II GORNERSTONE ENQNEERINC INC. 620 MISSION AVENUE OCEANSIOE, CA 92054 TQj (7i50) 722-3*95 FAX: (760} 7 m 171-06-01 JAN 4 2CI09 CARLSBAD AQUATIC CENTER CARLSBAD, CALIFORNIA EXHIBIT "B" LEGAL DESCRIPTION OF DISTRICT PROPERTY Agreement for Exchange of Real Property 20 EXHIBIT B LEGAL DESCRIPTION OF DISTRICT PROPERTY THAT PORTION OF TRACT 248, THUM LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE RECORDER OF SAN DIEGO COUNTY, DECEMBER 9, 19.15, DESCRIBED MORE PARTICULARLY AS FOLLOWS: PARCEL 1 COMMENCING AT THE NORTHEASTERLY CORNER OF SAID TRACT 248; THENCE, SOUTH 28° 39' 00" EAST ALONG THE NORTHEASTERLY LINE THEREOF, ALSO BEING THE SOUTHWESTERLY LINE OF MONROE STREET (60 FEET WIDE) 534.29 FEET TO THE SOUTHEASTERLY CORNER OF PARCEL "A" AS DESCRIBED IN QUITCLAIM DEED TO THE CARLSBAD UNIFIED SCHOOL DISTRICT RECORDED DECEMBER 3, 1984 AS DOCUMENT NUMBER 84-449709 AT SAID OFFICE OF THE RECORDER AND THE TRUE POINT OF BEGINNING; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL "A" SOUTH 61° 21' 00" WEST 122.00 FEET; THENCE, NORTH 78° 44' 32" WEST 5.98 FEET; THENCE, LEAVING THE LINES OF SAID PARCEL "A" NORTH 30° 26' 12" EAST 106.64 FEET; THENCE, SOUTH 59° 33' 45" EAST 68.32 FEET; TO THE TRUE POINT OF BEGINNING. CONTAINING 3877 SQUARE FEET MORE OR LESS. PARCEL 2 COMMENCING AT THE NORTHEASTERLY CORNER OF SAID TRACT 248; THENCE, SOUTH 28° 39' 00" EAST ALONG THE NORTHEASTERLY LINE THEREOF ALSO BEING THE SOUTHWESTERLY LINE OF MONROE STREET (60 FEET WIDE) 534.29 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL "A"; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL "A" SOUTH 61° 21' 00" WEST 122.00 FEET; THENCE, NORTH 78° 44' 32" WEST 5.98 FEET; THENCE, LEAVING SAID PARCEL "A" SOUTH 30° 26' 12" WEST 164.42 FEET TO A POINT ON A 555.00 FOOT LONG WEST LINE OF THE LAND DESCRIBED IN DEED TO THE CITY OF CARLSBAD RECORDED NOVEMBER 23, 1977 AT SAID OFFICE OF THE RECORDER AS DOCUMENT 77-485336, AND THE TRUE POINT OF BEGINNING; THENCE, ALONG SAID WEST LINE SOUTH 28° 39' 00" EAST 171.72 FEET; THENCE, LEAVING SAID WEST LINE SOUTH 61° 21' 00" WEST 94.40 FEET; THENCE, NORTH 28° 39' 00" WEST 118.11 FEET; THENCE, NORTH 30° 26' 12" EAST 69.83 FEET; THENCE, SOUTH 59° 33' 48" EAST 2.5 FEET; THENCE, NORTH 30° 26' 12"EAST 38.70 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 13,719 SQUARE FEET MORE OR LESS. ATTACHED HERETO AND MADE A PART HEREOF THIS LEGAL DESCRIPTION IS A PLAT LABELED "EXHIBIT B (CONTINUED)" THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS' ACT. SIGNATURE PAUL GOEBEL DATE EXHIBIT B (CONTINUED) NOTE: THIS PLAT DOES NOT REPRESENT A HELD SURVEY. BEARINGS AND DISTANCES SHOWN HEREON ARE BASED ON A GRANT DEED TO THE CITY OF CARLSBAD, RECORDED NOV. 23, 1977 AS DOC. 77-485336 'N78'44'32"W 5.98' DETAIL 'A' NOT TO SCALE 2.50' DETAIL 'B' NOT TO SCALE THUM LA SCALE; 1"= 100' N.E. CORNER TRACT 248 DEED TO CUSD PER DOC 84-449709 REC. DEC 3. 1984 PARCEL "ft" PARCEL 1 3.877 SF SEE DETAIL 'B' AT LEFTHEREON SEE DETAIL 'A' AT LEFT HEREON TRACT 248 Ul PARCEL 8J> b> </7 561*21 'OP' W 94.40' POR. OF DEED TO CITY OF CARLSBAD PER DOC 77-485336 REC. NOV 23.1977 POR. OF DEED TO CUSD PER DOC 90-388670 REC. JULY 18.1990 il eORNERSTONE ENGINEERING INC. 620 MISSION AVENCJE OCEANSIOE, CA 92054 TEL (7^ 721-3495 FAX: (760) 722-3490 JOB: 171-^»-Ol JAN 8. 2009 CARLSBAD AQUAHC CINTiR CAfRLSBAD, GALIFXJRNJA EXHIBIT "C" GRANT DEED FOR CITY PROPERTY Agreement for Exchange of Real Property 21 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Carlsbad Unified School District 6225 El Camino Real Carlsbad, CA 92009 Attention: Walter Freeman, Assistant Superintendent ABOVE SPACE FOR RECORDER'S USE No RECORDING FEE REQUIRED: EXEMPT PURSUANT TO GOVERNMENT CODE SECTION 27383 GRANT DEED Tax Parcel No. 205-140-29-00 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF CARLSBAD, a California municipal corporation, hereby grants to THE CARLSBAD UNIFIED SCHOOL DISTRICT, a California public school district, fee title to the following described real properties situated in the County of San Diego, State of California: See Exhibits "A" and "B", attached hereto and made a part hereof IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to be executed by its duly authorized officer. CITY OF a Califo: By: Name: nTAUDR A. T.KtJTS Dated: / -Title: Mayor La R. Gobi an Title: Deputy City Clerk STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On ffiflyutMX^, f^fj,<30Ctf before me,<£>Lwu^. rAJLLSin<Jl^r', Notary Publiff, personallffappeared PJtuucU. ^•(J\UJ(Ji& fl , who provedPto me on the basis of satisfactory evidence 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 the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SHERRY A. FREISINGEftI Commlwlon # 1727044 I Notary Public • California I San Ol*go County =•a^awil CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT personally appeared Name(s) of Signer(s) 1SHERRY A. FREISINSER Commission # 1727044 Notary Public - California f San Diego County * MwComm.EifldmFab28.20H j Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person]^) whose name^fj is/aife subscribed to the within instrument and acknowledged to me that he?she/th£y executed the same in rrfs/her/tfjelr authorized capacity(ie4), and that by rjfe/her/trje'ir signature^) on the instrument the person(jj), or the entity upon behalf of which the person(s(f acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha>i<land official seal * I If) / r^\ Signature^/ ^ '' '» <—^ OPTIONAL II & Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the docum* and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: _ / **"^ C IJ ciDocument Date: / —r~^ l-^Cf 7 . Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited CD General D Attorney in Fact D Trustee D Guardian or Consej; D Other:. Signer Is Representing: signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here © 2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Carlsbad Unified School District 6225 El Camino Real Carlsbad, CA 92009 Attention: Walter Freeman, Assistant Superintendent ABOVE SPACE FOR RECORDER'S USE No RECORDING FEE REQUIRED: EXEMPT PURSUANT TO GOVERNMENT CODE SECTION 27383 GRANT DEED Tax Parcel No. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF CARLSBAD, a California municipal corporation, hereby grants to THE CARLSBAD UNIFIED SCHOOL DISTRICT, a California public school district, fee title to the following described real properties situated in the County of San Diego, State of California: See Exhibits "A" and "B", attached hereto and made a part hereof IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to be executed by its duly authorized officer. CITY OF CARLSBAD, a California municipal corporation, By: Name: Dated:Title: STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On before me, , Notary Public, personally appeared , who 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 she executed the same in her authorized capacity, and that by her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public EXHIBIT "D" GRANT DEED FOR DISTRICT PROPERTY Agreement for Exchange of Real Property 22 EXHIBIT "A" LEGAL DESCRIPTION OF CITY PROPERTY Agreement for Exchange of Real Property 19 EXHIBIT A LEGAL DESCRIPTION OF CITY PROPERTY THAT PORTION OF TRACT 248, THUM LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE RECORDER OF SAN DIEGO COUNTY, DECEMBER 9, 1915, DESCRIBED MORE PARTICULARY AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF SAID TRACT 248; THENCE, SOUTH 28° 39' 00" EAST ALONG THE NORTHEASTERLY LINE THEREOF ALSO BEING THE SOUTHWESTERLY LINE OF MONROE STREET (60 FEET WIDE) 534.29 FEET TO THE SOUTHEASTERLY CORNER OF PARCEL "A" AS DESCRIBED IN DEED TO THE CARLSBAD UNIFIED SCHOOL DISTRICT RECORDED DECEMBER 3, 1984 AS DOCUMENT NUMBER 84-449709 AT SAID OFFICE OF THE RECORDER; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL "A" SOUTH 61° 21' 00" WEST 122.00 FEET; THENCE, NORTH 78° 44' 32" WEST 5.98 FEET; TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID PARCEL "A" SOUTH 30° 26' 12" WEST 164.42 FEET TO A POINT ON A 555.00 FOOT LONG WEST LINE OF THE LAND DESCRIBED IN DEED TO THE CITY OF CARLSBAD RECORDED NOVEMBER 23, 1977 IN SAID OFFICE OF THE RECORDER AS DOCUMENT 77-485336, THENCE, NORTH 28° 39' 00" WEST ALONG SAID WEST LINE 89.25 FEET; THENCE, CONTINUING ALONG COURSES DESCRIBED IN SAID DEED TO THE CITY OF CARLSBAD SOUTH 61° 21' 00" WEST 26.35 FEET; THENCE, NORTH 28° 39' 00" WEST 83.39 FEET; THENCE, LEAVING THE WEST LINE OF THE LAND DESCRIBED FN SAID DEED, NORTH 61° 21' 00" EAST 62.00 FEET TO THE WEST CORNER OF SAID PARCEL "A" THENCE, SOUTH 78° 44' 32" EAST 137.42 FEET; TO THE TRUE POFNT OF BEGINNING. CONTAINING 15,946 SQUARE FEET MORE OR LESS. ATTACHED HERETO AND MADE A PART HEREOF THIS LEGAL DESCRIPTION IS A PLAT LABELED "EXHIBIT A (CONTINUED)" THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS' ACT. SIGNATURE DATE PAUL E. GOEBEL EXHIBIT A (CONTINUED) NOTE: THIS PLAT DOES NOT REPRESENT A FIELD SURVEY. BEARINGS AND DISTANCES SHOWN HEREON ARE BASED ON A GRANT DEED TO THE CITY OF CARLSBAD. RECORDED NOV. 23. 1977 AS DOC. 77-485336 T H U M N6r21'00"E z 62.00' DEED TO CUSD PER DOC 84-449709 REC. DEC 3, 1984 PARCEL 'A' TRACT 248 S61'21'00"W 26.35" LANDS POR. OF DEED TO CITY OF CARLSBAD PER DOC 77-485338 REC. NOV 23.1977 POR. OF DEED TO OfSO PER DOC 90-388670 REC. JULY 18.1990 SUBJECT PARCEL 15,946 SF a I I I CORNERSTONE ENGINEERING INC. 620 MIKION AVENUE OCEANSPE, CA 92054 TEU (7<60) 7i&-3*9$ FWt (76o| 7i!2-34«)m 171-06-01 m 8, 2009 CARLSBAD AQUATIC CENTER CARLSBAD, CAUFORNIA EXHIBIT "B" LEGAL DESCRIPTION OF DISTRICT PROPERTY Agreement for Exchange of Real Property 20 EXHIBIT B LEGAL DESCRIPTION OF DISTRICT PROPERTY THAT PORTION OF TRACT 248, THUM LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE RECORDER OF SAN DIEGO COUNTY, DECEMBER 9, 19.15, DESCRIBED MORE PARTICULARLY AS FOLLOWS: PARCEL 1 COMMENCING AT THE NORTHEASTERLY CORNER OF SAID TRACT 248; THENCE, SOUTH 28° 39' 00" EAST ALONG THE NORTHEASTERLY LINE THEREOF, ALSO BEING THE SOUTHWESTERLY LINE OF MONROE STREET (60 FEET WIDE) 534.29 FEET TO THE SOUTHEASTERLY CORNER OF PARCEL "A" AS DESCRIBED IN QUITCLAIM DEED TO THE CARLSBAD UNIFIED SCHOOL DISTRICT RECORDED DECEMBER 3, 1984 AS DOCUMENT NUMBER 84-449709 AT SAID OFFICE OF THE RECORDER AND THE TRUE POINT OF BEGINNING; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL "A" SOUTH 61° 21' 00" WEST 122.00 FEET; THENCE, NORTH 78° 44' 32" WEST 5.98 FEET; THENCE, LEAVING THE LINES OF SAID PARCEL "A" NORTH 30° 26' 12" EAST 106.64 FEET; THENCE, SOUTH 59° 33' 45" EAST 68.32 FEET; TO THE TRUE POINT OF BEGINNING. CONTAINING 3877 SQUARE FEET MORE OR LESS. PARCEL 2 COMMENCING AT THE NORTHEASTERLY CORNER OF SAID TRACT 248; THENCE, SOUTH 28° 39' 00" EAST ALONG THE NORTHEASTERLY LINE THEREOF ALSO BEING THE SOUTHWESTERLY LINE OF MONROE STREET (60 FEET WIDE) 534.29 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL "A"; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL "A" SOUTH 61° 21' 00" WEST 122.00 FEET; THENCE, NORTH 78° 44' 32" WEST 5.98 FEET; THENCE, LEAVING SAID PARCEL "A" SOUTH 30° 26' 12" WEST 164.42 FEET TO A POINT ON A 555.00 FOOT LONG WEST LINE OF THE LAND DESCRIBED IN DEED TO THE CITY OF CARLSBAD RECORDED NOVEMBER 23, 1977 AT SAID OFFICE OF THE RECORDER AS DOCUMENT 77-485336, AND THE TRUE POINT OF BEGINNING; THENCE, ALONG SAID WEST LINE SOUTH 28° 39' 00" EAST 171.72 FEET; THENCE, LEAVING SAID WEST LINE SOUTH 61° 21' 00" WEST 94.40 FEET; THENCE, NORTH 28° 39' 00" WEST 118.11 FEET; THENCE, NORTH 30° 26' 12" EAST 69.83 FEET; THENCE, SOUTH 59° 33' 48" EAST 2.5 FEET; THENCE, NORTH 30° 26' 12"EAST 38.70 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 13,719 SQUARE FEET MORE OR LESS. ATTACHED HERETO AND MADE A PART HEREOF THIS LEGAL DESCRIPTION IS A PLAT LABELED "EXHIBIT B (CONTINUED)" THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS' ACT. SIGNATURE PAUL GOEBEL DATE EXHIBIT B (CONTINUED) NOTE: THIS PLAT DOES NOT REPRESENT A HELD SURVEY. BEARINGS AND DISTANCES SHOWN HEREON ARE BASED ON A GRANT DEED TO THE CITY OF CARLSBAD. RECORDED NOV. 23, 1977 AS DOC. 77-485336 122.00' "N78'44'32"W 5.98' DETAIL 'A' NOT TO SCALE T R A C lS59-33'4a"E 2.50' DETAIL 'B' NOT TO SCALE THUM LANDS SCALE; 1= 100 N.E. CORNER TRACT 248 DEED TO CUSD PER DOC 84-449709 REC. DEC 3. 1984 PARCEL "ft" SEE DETAIL 'B1 AT LEFT HEREON SEE DETAIL 'A1 AT LEFT HEREON LU PARCEL 8 CO s&m'oo'w 94.40' POR. OF DEED TO CITY OF CARLSBAD PER DOG 77-485336 REC. NOV 23.1977 POR. OF DEED TO CUSD PER DOC 90-388670 REG. JULY 18.1990 i i CORNERSTONE EN«NEER|NG ING. 620 WSSON AVE«t€ OCEANSIOE. CA 92054 TEL: (7^ 722-34SS FAX: (7SQ) 722-3490 JOB: 171-06-01 JAN 6, 2009 CARL50AO AQUATIC CENTER CAf?LSBADf CALIFORNIA EXHIBIT "D" GRANT DEED FOR DISTRICT PROPERTY 1-29-09 Exhibit D to added to document after recordation by County. Agreement for Exchange of Real Property 22 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Carlsbad 799 Pine Ave, Suite 200 Carlsbad CA 92008 Attn: Brian Albright, Recreation Director ABOVE SPACE FOR RECORDER'S USE No RECORDING FEE REQUIRED: EXEMPT PURSUANT TO GOVERNMENT CODE SECTION 27383 GRANT DEED Tax Parcel No. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CARLSBAD UNIFIED SCHOOL DISTRICT, a California public school district, hereby grants to THE CITY OF CARLSBAD, a California municipal corporation, fee title to the following described real property situated in the County of San Diego, State of California: See Exhibits "A" and "B", attached hereto and made a part hereof IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to be executed by its duly authorized officer. CARLSBAD UNIFIED SCHOOL DISTRICT, a California public school district, By: _ Name: Dated:Title: STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On before me, , Notary Public, personally appeared , who 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 she executed the same in her authorized capacity, and that by her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public EXHIBIT "E" DESCRIPTION OF WORK/SITE PLAN Agreement for Exchange of Real Property 23 omomg NOTES Of OWLtBM SKAHmO OffAOMO SHOW* ONAPWOWI or MS HAH oca mr uanr OR mncCARLSMO VUMOPAL COOf. RESOLUTION OPJTANOAWS Off 0MM ADDITIONAL OOCWTNTPERTAIN TO MS PROCCT, mr EHOWER wREUSE JHESE PLANS iww SUtMTKD TO TW CITT r* A ACHr-or-mr piwrr men THE orr EMMR* ML BE RECURED ro* ANTWRIT W THE PUMW HOHt Of IMC. PRIOR TO PERUT ISSUANCE. >«"J«A.TE_«r .£RA«E A£*UA£«OmDN* «U^WDOffSEMWr MWTB EHQSION COMTROt. NOTE9 ft, Mt OWIE»,/»PPUCANT suit HSURE THAT AIL cwmAcrns SHAU COOROINATCTHE M»K OF THIS OtAOHa PLANS MTH THAT SHOHN W BOW THE LANDSCAPE tinea ErorpTED fr xenon Joi.ft.lsOUT3OE OF Puftfcm WE r or me UMroRM BUUMCor iwr KOUK SEPABASk PfMtrs NAVE BEEN OBTAMCD ft* . APfttovAL or mrsf r\jaa »r me orr cwwtwmmr m CTAOWC ro tr PCKHMMV I/NTH. THE moHAS KtH OBTAfNED AW A HUD OtAOMB KHWT HASRfHSIOKJ MU *T WADE n THESE PLANS WTMUr TNT KRTTTEN APPROVALTNT OTr ENCMEE*. NOTB MTMN THE REHSMN ROCK. ON THEWPRIATE SHEET OT THE PLANS AW WE TITLE SHEET. Of THE C7TT UPON BEHC II. RNERE TRENCHES ARC MMN OTT CASEMENTS. A SOUS BEPORr COMPRISEDCf: M SUUUAHT SHEET, ft) LAMRARWr IWR* SWEETS AW (C) COMPACTIONCURtCS. SHALL tf S10MTTE0 f r A PffOrCSSONAL ENGINEER OF INE STATE OfCALjrOffMA, PRWOPALLr OQM0. KISWE1S « (HE flELD Of APPLIED SOUS .WALlfTATE KHXT AND etHMUNCC VOW1CA7A nO« OtfTUWD H INT SOU WOW IS IfCOWJITO.. ..... ------ or A MONO prmitr. AU ccwmatro GAADMCK OCW UNOEff THE tWfCTWN OT A nreffSSKMU CNCWTEff Of TNEor CALfOHMA HHHOP AU.Y COW WXNESS W IHt nttO OT APPUtO ' EARTHWffK SPEdnCATMNS * ATTACHEO .WVCITICATIOH DAILY MID CCMPACTrOM REPORT]MOutCT INSPECTOR.MU BE SUMTTEO TO THE "• raffiWiys8y^"^S5^«SerTHE DC5JCN Or SHORWft BWAONC SLPPIWC Off OTHER PTOVBWNS TOOr MRKER PROTECTION ffOU ME HAMRD Of CAVWC CROUND OU WORE W DEPTH AW APPWMB if THE OTTACfNCr PRfOR TO EJICAVAHOH._ , • _ sssra asu^^^-ffirafe^^rnom* moo so. 30. ALL OPERATKINf CONOUCTEO ON THE SHE Off AOJAONr MEtETO, WCLUDJNCMRMNW UP. REPAIR, ARRlKU. DEPAffrUttE OR OPTRA DON Of TRUCIUEAftTHWOWNG fOWPVCWr. CONSTRUCTION EOUPMEirr AW ANF CTHtt ASSOOATCOCTAOWC fOWPWCTT SHAU K UWnP JO THE fOTOO tETHCEN ftOO AW. ANDSWSET EACH OAr, INMDAr THRU nHOAr AW N0 EARTHWOMNC OR CRXWWSOPERATIONS SHAU 1C COWUCTID CM KEXEMOS Off HOUCATSJA UST Of QTrHOUOAYS IS AVAILABLE AT THE fNCMEERWC DEPARTKNT COUNTED.; 11. WOT! UATOHAL SHAU. KOtlANB) mtUI. AW I U BRUSH SHAU BE REUOtCP QH.Y WTMH THE AREA TO ft CRAPED. NO TREES AREro IE ffuotco UNLESS sPtoncAUr MOICO CM me PLAN. D TO ORAK ORAOM6 RCSULIWO IN THE PONDWC OfAU EARTHEN SMUES AW PfTCHES SHALL NAVC A A UNTORWNEAT AWr www jo, mm ot AM iwr »AU at WWOKTO CONWETE HPT wiw AD-ioAo or i,J3a TOR PRIVATE STtm MAW PIPES. UP TO is" PW MAr BEunnffl pftOMDEO DEPTH 'SJOT ow* n ITT AW BACXHUED »m j/vTOW PER SORSD 5-4 TTPE V AW PIPE KEETS ASTH STAWARD JOM TORSO* J5 SOLD tMU WC I. fOUPUCNT AND MKKIftS TOR CMWCWCT MHX SMAtL BE 1MK AVAAAHf AT All OF THCnCKEEKHCM VICINITY MAP crn or OCCANSIOC AN fjnsnm PK i r u TO n ABANDONED AS A Hfsur or rwRADWe OPERATION, IT SHALL K ItCUOVCO MTMN ncHtf flEl OF KM.OHOn smcrr AWAS AW WFUOT mm nwremr caiPACito sens. « OIWRA&tf mf m>r MU K nuoero MW COMCTTIT on mtowo AS APMOVW cr-I MKM WAX A«5E. rOUNO WAT tMf ACtVAl lOOtTIWI AW W COWUCT MTH INT WOPOSEO JO, INC CCNTtACTO* StUtl NOTTr AfTTClTO U„ .., „ —- - —TJ UWITT COMLEAST 2 njll HORNING DATS PRIOR TO STARTINGrAQlinES AND SHAU COOROWArr ME HORK - - OOHPAMM fSEE KI COX COMWMCA1an- or c•an- of4AM OfECUT •WUEOTOS ' PROTECHVf OfWXS SHOHN SHAU BE IN PLACE AT THE EW Of EACHOAf MKEN THE me (5/OAr RAW PROBAnUTT rORECAST EXCEEDS rORTfPERCENT (40XL SH.T AW OTHER OfBWS SHAU BE REUOICO ATTEff EACH ftAMFAU. W. AU CKAKL BAGS SHAU BE BURLAP THY MTN 3/» INCH MMUUM ACCREGRATE. (I SHOUtD CERMMTUN Of HTtWOSEEDED SLOftS TAX, TO PROMOE EFFfCDK COMACf $Of GRADED SLOPES (XX COtCRACEJ PRIOR TO NOVCMBEfl It. THE SLOPES SHAU SCID »r PUNCH STRAIf MSTAUCff W ACCORDANCE MTH SECTION 31023 Of *"*.' AW SEOVENT CONTROL HAWBOOK CF THE DEPARTMENT OT CSTATE Cf CAUrORMIA. VUCNA WWMDON OITWCT eaunuNCE fWAL HEPOMr »r SUPEKM5WC GKAONC ENCHEEH STADNC AUOUDN6 « KWPIEIT. All EBOSION CCW1WU SlOfC fltNTINSAHO HflUTIOH AK WSTAUEO IN COMRMMANCf MTH OTrcoor AND mr AmrovcoLfTrtB fRCW THE SOtSRECOMMENDED SOL BEARMC CAPACIEWMEER. HMCH «au0CSIPACinES. A STATtUOH AS TO LAKXATarr TESTS. THE *tra*T SNAU UNLESS A enAOwc PEAur row IMS pfuxccTEA* ATTft me arr ENCMETTS APMOML MESEro K ffESUBtffTrEO ran PLAMCHEDC KANCHear rttsAHr SUCH KCHICK.gOTECMMCAt JTU01 Iff M HEIGHT SNAIL BE WATERED BT ;srsm or LOT PREOPITATKW SMINKIER HEADSCOKTUCC. HOT SHAU CONSIST OT AU OT mE ACAC Of f SCHOOL CIA CALttWMCA CONOttlQNS PKCVALCHt WTMIN THISf DATTS Of WORK TO BE DONEme cffAOMc vow SHAU ccwssr or wf ccHsmctiOH or AU CUTS AHO rms.tCHtDM OtAOHC. MAMACT rAOUtfS, CKOSIOH CONJKQL f-tOUWS. AW PIAMTWC Or FtKHAHfHI LAWSCAPWC A«D WfPASAIIOM Of AS-KM.r CAADWC PLANS.AS-WO.I cmoac HAPS AND REPMTS, Ati AS SHOW w RECUMEC OH mis srrT STANOAROS. SPN MESC PLANS. CMLS0A0 UVMOfAL COOC orr or CA»ISSAO tHOHtttHHc STAHOA*DS IMS SET or PLANS MSOLU1KH NO. N/A OJITP N/A IHE STAMOAW SPKirXAtlOHS fOR PU91IC WWS COHSTHUCJIOH (CKCM900K). I. CA^fWMA COA51 ICICHIOH COHSUlTtHC, IHC. ii u*r ac uooirico tf CONOIIIOHS t. ENVIRONMENTAL APPROMJ. ODCUUCNTS OATID "• V^3SS3SSfig3g".!3£ 'OPED (.ESS THAN 1:1 SHALL K IRRIGATED AS APWWtCD B1 THE C1TT; man » HH»OSCEDJNC DC Ofrtiopw SHAU SUBMT A PSOFOHOTO nrOHOE HRICATION TO THE OTT FIICJNCCR. THE PROPOSAL SHAU BE-.. WSAHWC ME WUKKS. tiffs AW COSTS OT tHE ELEMENTS OT IHE ...SSUUtCABPCT Or SNOW) "AW i or THIS sufSEcnoN MAr BE ownro wLOCATKWS HMCRE THE AREA BEINC KKMOSEEDED S NOT HHBU nOH CIJWR A PUBLIC STREET OR RESOENTUl STKKTWKS.ITtU « Or IMS SUBSECVON MUST BE MOCULATED WTH ANITROGEN tuna BACTngA AW APPuTO Mr OTHER Br DMUHCOR BROADCASTS BERKE HIWOSCEDING.AU SEED UATCHALS SH4U BE TRAffSPORTEO TO THE JCBSrT W UNOPENED COHTAHOK MTH THE CAUPORNU DEPARTMENT OfrOOO AHO AOOCWTUtE CERTnCATION TAC ATTACHED 10, OffPRWTED ON SAW CONTWtfKNON~pHrro-nwc NErnw AUNTS UAY K ADDED TO THEHTDRCBEED SLURRr AT THE BSOtEMN Cf WE CONTRACTOR. BENCH HARK DESCRIPTION: ClSfll EARTHWORK QUANTITIES wore : vctoME wauoc af«AHO C*VB UATCtoALS. WORT TO 0flAttiH rnou STAOIUU CXCAYATIOH. APPIKO AT INF KATE Of NO LESS 1HAH XOO ».------ . ...„* MULCH _fSIRAM MAr IuucAiir Afl*tW farn UAIRED TO MT SLOPE f r MECH> . ffK Apul ______ _ _ _____ TNf S1RAV WTO THE SOL LICENSE EXPIRATION DATE: OWKgR'S CERTIFICATE I ( Ht ) HEREBr CERTVr THAT A REGISTERED SOILS ENCWEETT OffCECtOCrfr HAS SEEN Off MU BE RETAINED TO SUPERWSE OWX-AUCHADWC ACTIMTr AND AOMSE ON THE COUPACTION AHO STAOaJTY OfIMfS SITE. SOURCE OF TOPOGRAPHY R AttUEO AT THE RATE Of 300 Ml. PER ACRE. o. AREAS TO BE Hromsaeat SHAU BE PREPARED PRKW TO HTDROSEEOWC »nI. ROUCHEMNff 1HE SVRTACE TO BE PLANTED BT ANr Off A CCMBHATUN Of:a TRACK tMLXMC SLOPES STEEPER THAN Hk. HARffOMNCAREAS fcl Off nATICR THAT ARE SumOENTtrnruaif.c. RTPHC AREAS THAT MU NOT BREAK UP fSWC ITEMS • OR » i coNanoNiNG me sons so THAT IT is IUTAKE row PIANWC >R» ADJUSTING THE SURTACE SOL MOISTURE TO PROMDE A DAUfBUT NOT SATURATED SETD BED.». THE ADDJTKM Cf SOU AUENDUENTS, PH ADJUSTMENT, IEACHWCCOVCRWC SAIMC SOTLS TO WOWED HABIT CCHOmONS TOR GROWTH. E. HTDROSEEOED AKAS SHAU BE 1MWMMEO TO PROHOE A WCOROVS CROTIH UNRL IHCTHE PROTCT S PERUANENar LANDSCAPED OR. FOR AREAS (WERE HTDROSEEDWC It THEINE PERIWCNT l*NOSC*W< UNfH mE rRO«r IS COUPLEJtO AHO Ail BOWSKtUASfO. PROJECT LOCATION1 iffiyfS? 9MU K *ceoMftgnro ON AU aoPEi AW PADS AS^ utouttto "!" WMMKt°«U TNTCALfORNM COOROJNATE HOEJC^fftS CARLSBAD MUNICIPAL WATER DISTRICT DEPUTY aTT CNONEOI B.C.E- 330BI EXP. S/JO/Ofl nmtmifr CONTHOL g PUNNING DEPARTMENT APPROVAL PUMNINO DIRECTOR REVISION DESCRIPTION 'AS BUILT' EXP I CITY OP CARLSBAD! ICRAOINO PLANS FOR MONROE STREET COMMUNITY AOuAJlCS CENTCft PCD/CPC 08-03 Tm v*** INLET TO REM EXISITNG PROPERTY LINE PER DOC. 77-485336 FUTURE BL WALL PER PHASE 3 CONC. DECK ELEV=207.67 CONCRE V-GUTTE TO REMAI EXISTING STAM) 4' RAMP AC POOL W/HAI \\X\\\\\\\\\\N 'XI STING AOUffCENTER EXHIBIT "F" CONSTRUCTION SCHEDULE Agreement for Exchange of Real Property 24 A B C 1 2 3 4 5 6 7 8 g 10 11 12 13 14 15 16 a b c cf Carlsbad Unified School District - POOL LAND SWAP PROJECT Summary of Project Timelines Preliminary and Conceptual schedule - Coordination meeting with City on 12/15/08 Working Document 12/13/08 Year Summer Month PC Meets [Jan 7, 21 ; Feb 4, 18] CC Meets [Jan 6, 13, 20, 27, Feb 3, 10, 17, 24] CUSD Meets [Jan 14; Feb 11, 25] CUSD Drawings City Reviews and permits CUSD Bid/Contracts/NTP Solar Field Dismantle Ex. Panels (N)/Demo/Grading Prep for new panels (W) Construct new panels (W) Solar Complete (partial final) Parking Lot (E) Demo/clear/Grade UG/Base/Curbs/Pave and Stripe Fences & Landscaping Parking Lot final OTHER DISC Clearances Notice of Exemption 1 0-Day Appeal Pepriod (PhaseT-?) ALTA Survey and monuments Agreement Escrow 2008 December ! January ftisflc (Drawings .'.'.'.'\ \ | I i I | | Cty Review . i . _.. ..i. :.. . . X ; ; " V . . : • '. I February Q^D,,• ! : '0 i ' - ABDLLB Bid/Award 1 X ; [an • ! . ! • • -- XX 2009 ; ; I"'-- i : • ' • ; ;" ' . " ! -^^--«--^-- — -- ; " March '. [.'.... i I ; . | j. . • j ! I I b . . . April 1 ! • iuHttttSti * \ " M_ May ; 1 f \ ' ± i ' : ; , 1 i ' ' j Solar final TPEB .. i :'...! • r - June ' £ ' ; July August PC - GP Consistency and NOE i • CC - Agreement and Escrow ; • CUSD - Agreement ar -*—>• City Departments Review Recreation Jan 9 -10 Planninc i Enginee i Fire : Building a LIB i - i . ; Approve Solar Jan 9 -15 GP Consist & NOE ring Jan 9-16; 23-30; Civil.Grading, SWPPP ' Jan 9-1 3 • Fire access Jan 9-16; 23-30 i Plan Check & Permit City Attorney Ongoing: Agreement ^^^•Parj •:;!;t :ing Lot final • , : i • ' ' : ' i ' • ; . . i , ; . i - • I I: " ! " ! ; r "i """ i " '" " : . . [ . | . I . | , . . — ;---;--- -r I i : -:- L ! •-•[-: -:- -i--1- - -•;• - i-f- • ;• : ' ; • [ • i ' . i ; : ' • '. \ 'Title Transfer . '| Exclusions Unforeseen conditions Long Lead procurement Ex Cone Bleachers remain So. Side Landscaping Page 1 of 1 Run Date: 1/12/2009 EXHIBIT "G" GENERAL PROVISIONS OF ESCROW INSTRUCTIONS Agreement for Exchange of Real Property 25 GENERAL PROVISIONS TO: CHICAGO TITLE COMPANY 1. Time is of the essence of these instructions. If this escrow is not in a condition to close by the TIME LIMIT DATE as provided for herein and written demand for cancellation is received by you from any principal to this escrow after said date, you shall act in accordance with paragraph 7 of the General Provisions. If no conflicting instruction or demand for cancellation is made, you will proceed to close this escrow when the principals have complied with the escrow instructions. In the event one or more of the General Provisions are held to be invalid in judicial proceedings, those remaining will continue to be operative. Any amendments of or supplements to any instructions affecting escrow must be in writing. You are authorized to order demands for, and pay at the close of escrow any encumbrances of record necessary to place title in the condition called for without further authorization. You are further authorized, prior to the close of escrow, to pay from funds on deposit any fees necessary to obtain any demand and/or report as may be required in this escrow and at the close of escrow charge the parties as appropriate. The principals will hand you any funds and instruments required from each respectively to complete this escrow. Interest on any new financing may begin to accrue on the date loan funds/proceeds are disbursed by the new lender, and borrower agrees to pay same in accordance with lender's instructions. 2. You are instructed to deliver and/or record all documents and disburse all funds when you can comply with these instructions and issue any title insurance policy as called for herein. These instructions, together with any amendments and/or supplements, may be executed in counterparts and together shall constitute one and the same document. If these instructions relate to a sale, buyer agrees to buy and seller agrees to sell upon the terms and conditions hereof. All documents, balances and statements due the undersigned are to be mailed to the respective addresses shown herein, unless otherwise directed. In the event that any party to this escrow utilizes facsimile transmitted signed documents, all parties hereby agree to accept and hereby instruct the escrow holder to rely upon such documents as if they bore original signatures. Buyer and seller further acknowledge that any documents to be recorded bearing non-original (facsimile) signatures will not be accepted for recording by the county recorder. 3. The phrase "close of escrow" (or COE) as used in this escrow means the date on which documents are recorded, unless otherwise specified. 4. Assume a 30 day month in any proration herein provided, and unless otherwise instructed, you are to use the information contained in the latest available tax statement, including any supplemental taxes of record, rental statement as provided by seller and beneficiary's or association statements delivered into escrow for proration purposes. 5. Upon close of escrow you are instructed to charge our respective accounts the costs attributable to each, including but not limited to costs as provided for herein and/or in accordance with our respective estimated statements attached hereto and made a part hereof. 6. Recordation of any instruments delivered through this escrow, if necessary or proper for the issuance of the policy of title insurance called for, is authorized. No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. 7. If demand to cancel is submitted after the Time Limit Date, any principal so requesting you to cancel this escrow shall file notice of demand to cancel in your office in writing. You shall within three (3) working days thereafter mail by certified mail one copy of such notice to each of the other principals at the address stated in this escrow. Unless written objection thereto is filed in your office by a principal within fifteen (15) calendar days after date of such mailing, you are instructed to cancel this escrow. If this is a sale escrow, you may return lender's papers and/or funds upon lender's demand. 8. In the event that this escrow is canceled, any fees or charges due Chicago Title Company including cancellation fees and any expenditures incurred or authorized shall be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent jurisdiction. Upon payment thereof, return documents and moneys to the respective parties depositing same, or as ordered by the court, and void any executed instruments. 9. If there is no written activity by a principal to this escrow within any six-month period after the Time Limit Date set forth herein, Chicago Title Company may, at its option, terminate its agency obligation and cancel the escrow, returning all documents, moneys or other items held, to the respective parties entitled thereto, less any fees and charges as provided herein. Chicago Title Company General Provisions - Page 2 10. If, for any reason, funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable monthly charge as custodian, of not less that $25.00 per month, unless otherwise specified. 11. In the event that you should receive or become aware of conflicting demands or claims with respect to this escrow, or the rights of any of the parties hereto, or any money or property deposited herein, you shall have the absolute right at your option to discontinue any or all further acts until such conflict is resolved to your satisfaction. 12. In the event that any Offer to Purchase, Deposit Receipt, or any other form of Purchase Agreement is deposited in this escrow, it is understood that such document is effective only as among the parties signing said document. You, as escrow holder, are not to be concerned with the terms of such document and are relieved of all responsibility in connection therewith. The foregoing is not applicable in any transaction in which Chicago Title has specifically agreed to accept an Offer to Purchase, Deposit Receipt or other form of Purchase Agreement as escrow instructions. In any event, you are not to be concerned or liable for items designated as "memoranda" in these escrow instructions nor with any other agreement or contract between the parties. 13. The parties hereto, by execution of these instructions acknowledge that the escrow holder assumes no responsibility or liability whatsoever for the supervision of any act or the performance of any condition which is a condition subsequent to the closing of this escrow. 14. In the absence of instructions to the contrary, you are hereby authorized to utilize wire services, overnight, next day, or other expedited delivery services (as opposed to the regular U.S. Mail) and to charge the respective party's account accordingly. 15. Concerning any real property involved in this transaction, you are released from and shall have no liability, obligation or responsibility with respect to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code of 1986 as amended, and to Sections 18662 and 18668 of the California Revenue and Taxation Code, (b) advising the parties as to the requirements of said Section 1445, (c) determining whether the transferor is a foreign person or a non-resident under such Section, nor (d) obtaining a non foreign affidavit or other exemption from withholding under said Sections nor otherwise making any inquiry concerning compliance with such Sections by any party to the transaction. 16. If you pay a demand to pay in full a revolving line of credit or equityline loan, you are hereby instructed on my behalf and for my benefit, to request that the lender issuing said demand cancel said revolving line or equity line of credit. 17. You are authorized to furnish to any affiliate of Chicago Title Company, any attorney, broker or lender identified with this transaction or any one acting on behalf of such lender any information, instructions, amendments, statements, or notices of cancellation given in connection with this escrow. If any check submitted to escrow is dishonored when presented for payment, you are authorized to notify all principals and/or their respective agents of such non payment. 18. All notices, change of instructions, communications and documents are to be delivered in writing to the office of Chicago Title Company, as set forth herein, in a timely manner. 19. All funds received in this escrow shall be deposited with other escrow funds in one or more escrow (demand) accounts of Chicago Title Company in any state or national bank. The parties to this escrow understand that the escrow accounts you maintain with the depository institutions contribute to your value as a customer of these institutions which, in turn, may make available to Chicago Title Company an array of bank services, accommodations or other benefits. You shall have no obligation to account for the value realized by Chicago Title Company from these services, accommodations or other benefits. All disbursements shall be made by your check, unless otherwise instructed. You shall not be responsible for any delay in closing if funds received by escrow are not available for immediate withdrawal. Chicago Title Company may, at its option, require concurrent instructions from all principals prior to release of any funds on deposit in this escrow. 20. You are authorized to destroy or otherwise dispose of any and all documents, papers, instructions, correspondence and other material pertaining to this escrow at the expiration of six (6) years from the close of escrow or cancellation thereof, without liability and without further notice. EXHIBIT "F" CONSTRUCTION SCHEDULE Agreement for Exchange of Real Property 24 -M A B C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 a b c d Carlsbad Unified School District - POOL LAND SWAP PROJECT Summary of Project Timelines Preliminary and Conceptual schedule - Coordination meeting with City on 12/15/08 Working Document 12/13/08 Year Summer Month PC Meets [Jan 7, 21; Feb 4, 18] CC Meets [Jan 6, 13, 20, 27, Feb 3, 10, 17, 24] CUSD Meets [Jan 14; Feb 11, 25] CUSD Drawings City Reviews and permits CUSD Bid/Contracts/NTP Solar Field Dismantle Ex. Panels (N)/Demo/Grading Prep for new panels (W) Construct new panels (W) Solar Complete (partial final) Parking Lot (E) Demo/clear/Grade UG/Base/Curbs/Pave and Stripe Fences & Landscaping Parking Lot final OTHER DISC Clearances Notice of Exemption 10-Day Appeal Pepriod (Phase 1 - ?) ALTA Survey and monuments Agreement Escrow 2008 December 2009 January i Drawings X •^f • 0 Cty Review Februaryc • n i 4 p § BDLLB • ' •• X -X X X Ex_I March I • I1 b April 1m JHEIEE f•* •\ May sok ^ Vifinal IE f^ ^H- June 1 1f*•, • > • —— — — ..______. July August JPC - GP Consistency and NOE CC - Agreement and Escrow CUSD - Agreement and LIB C ty Departments Review ! Recreation Planning Engineering Fire Building City Attorney Parh Jan 9 -10 Jan 9-15 Jan 9-16; 23-30 Jan 9-1 3 Jan 9-16; 23-30 Ongoing cing Lot final Title Transfer — Approve Solar GP Consist &NOE Civil.Grading, SWPPP Fire access Plan Check & Permit _Agreement Exclusions Unforeseen conditions Long Lead procurement Ex Cone Bleachers remain So. Sidel.31Id!scaping Page 1 of 1 Run Date: 1/12/2009 EXHIBIT "G" GENERAL PROVISIONS OF ESCROW INSTRUCTIONS Agreement for Exchange of Real Property 25 Ci GENERAL PROVISIONS TO: CHICAGO TITLE COMPANY 1. Time is of the essence of these instructions. If this escrow is not in a condition to close by the TIME LIMIT DATE as provided for herein and written demand for cancellation is received by you from any principal to this escrow after said date, you shall act in accordance with paragraph 7 of the General Provisions. If no conflicting instruction or demand for cancellation is made, you will proceed to close this escrow when the principals have complied with the escrow instructions. In the event one or more of the General Provisions are held to be invalid in judicial proceedings, those remaining will continue to be operative. Any amendments of or supplements to any instructions affecting escrow must be in writing. You are authorized to order demands for, and pay at the close of escrow any encumbrances of record necessary to place title in the condition called for without further authorization. You are further authorized, prior to the close of escrow, to pay from funds on deposit any fees necessary to obtain any demand and/or report as may be required in this escrow and at the close of escrow charge the parties as appropriate. The principals will hand you any funds and instruments required from each respectively to complete this escrow. Interest on any new financing may begin to accrue on the date loan funds/proceeds are disbursed by the new lender, and borrower agrees to pay same in accordance with lender's instructions. 2. You are instructed to deliver and/or record all documents and disburse all funds when you can comply with these instructions and issue any title insurance policy as called for herein. These instructions, together with any amendments and/or supplements, may be executed in counterparts and together shall constitute one and the same document. If these instructions relate to a sale, buyer agrees to buy and seller agrees to sell upon the terms and conditions hereof. All documents, balances and statements due the undersigned are to be mailed to the respective addresses shown herein, unless otherwise directed. In the event that any party to this escrow utilizes facsimile transmitted signed documents, all parties hereby agree to accept and hereby instruct the escrow holder to rely upon such documents as if they bore original signatures. Buyer and seller further acknowledge that any documents to be recorded bearing non-original (facsimile) signatures will not be accepted for recording by the county recorder. 3. The phrase "close of escrow" (or COE) as used in this escrow means the date on which documents are recorded, unless otherwise specified. 4. Assume a 30 day month in any proration herein provided, and unless otherwise instructed, you are to use the information contained in the latest available tax statement, including any supplemental taxes of record, rental statement as provided by seller and beneficiary's or association statements delivered into escrow for proration purposes. 5. Upon close of escrow you are instructed to charge our respective accounts the costs attributable to each, including but not limited to costs as provided for herein and/or in accordance with our respective estimated statements attached hereto and made a part hereof. 6. Recordation of any instruments delivered through this escrow, if necessary or proper for the issuance of the policy of title insurance called for, is authorized. No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. 7. If demand to cancel is submitted after the Time Limit Date, any principal so requesting you to cancel this escrow shall file notice of demand to cancel in your office in writing. You shall within three (3) working days thereafter mail by certified mail one copy of such notice to each of the other principals at the address stated in this escrow. Unless written objection thereto is filed in your office by a principal within fifteen (15) calendar days after date of such mailing, you are instructed to cancel this escrow. If this is a sale escrow, you may return lender's papers and/or funds upon lender's demand. 8. In the event that this escrow is canceled, any fees or charges due Chicago Title Company including cancellation fees and any expenditures incurred or authorized shall be paid from fimds on deposit unless otherwise specifically agreed to or determined by a court of competent jurisdiction. Upon payment thereof, return documents and moneys to the respective parties depositing same, or as ordered by the court, and void any executed instruments. 9. If there is no written activity by a principal to this escrow within any six-month period after the Time Limit Date set forth herein, Chicago Title Company may, at its option, terminate its agency obligation and cancel the escrow, returning all documents, moneys or other items held, to the respective parties entitled thereto, less any fees and charges as provided herein. Chicago Title Company General Provisions - Page 2 10. If, for any reason, funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable monthly charge as custodian, of not less that $25.00 per month, unless otherwise specified. 11. In the event that you should receive or become aware of conflicting demands or claims with respect to this escrow, or the rights of any of the parties hereto, or any money or property deposited herein, you shall have the absolute right at your option to discontinue any or all further acts until such conflict is resolved to your satisfaction. 12. In the event that any Offer to Purchase, Deposit Receipt, or any other form of Purchase Agreement is deposited in this escrow, it is understood that such document is effective only as among the parties signing said document. You, as escrow holder, are not to be concerned with the terms of such document and are relieved of all responsibility in connection therewith. The foregoing is not applicable in any transaction in which Chicago Title has specifically agreed to accept an Offer to Purchase, Deposit Receipt or other form of Purchase Agreement as escrow instructions. In any event, you are not to be concerned or liable for items designated as "memoranda" in these escrow instructions nor with any other agreement or contract between the parties. 13. The parties hereto, by execution of these instructions acknowledge that the escrow holder assumes no responsibility or liability whatsoever for the supervision of any act or the performance of any condition which is a condition subsequent to the closing of this escrow. 14. In the absence of instructions to the contrary, you are hereby authorized to utilize wire services, overnight, next day, or other expedited delivery services (as opposed to the regular U.S. Mail) and to charge the respective party's account accordingly. 15. Concerning any real property involved in this transaction, you are released from and shall have no liability, obligation or responsibility with respect to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code of 1986 as amended, and to Sections 18662 and 18668 of the California Revenue and Taxation Code, (b) advising the parties as to the requirements of said Section 1445, (c) determining whether the transferor is a foreign person or a non-resident under such Section, nor (d) obtaining a non foreign affidavit or other exemption from withholding under said Sections nor otherwise making any inquiry concerning compliance with such Sections by any party to the transaction. 16. If you pay a demand to pay in full a revolving line of credit or equityline loan, you are hereby instructed on my behalf and for my benefit, to request that the lender issuing said demand cancel said revolving line or equity line of credit. 17. You are authorized to furnish to any affiliate of Chicago Title Company, any attorney, broker or lender identified with this transaction or any one acting on behalf of such lender any information, instructions, amendments, statements, or notices of cancellation given in connection with this escrow. If any check submitted to escrow is dishonored when presented for payment, you are authorized to notify all principals and/or their respective agents of such non payment. 18. All notices, change of instructions, communications and documents are to be delivered in writing to the office of Chicago Title Company, as set forth herein, in a timely manner. 19. All funds received in this escrow shall be deposited with other escrow funds in one or more escrow (demand) accounts of Chicago Title Company in any state or national bank. The parties to this escrow understand that the escrow accounts you maintain with the depository institutions contribute to your value as a customer of these institutions which, in turn, may make available to Chicago Title Company an array of bank services, accommodations or other benefits. You shall have no obligation to account for the value realized by Chicago Title Company from these services, accommodations or other benefits. All disbursements shall be made by your check, unless otherwise instructed. You shall not be responsible for any delay in closing if funds received by escrow are not available for immediate withdrawal. Chicago Title Company may, at its option, require concurrent instructions from all principals prior to release of any funds on deposit in this escrow. 20. You are authorized to destroy or otherwise dispose of any and all documents, papers, instructions, correspondence and other material pertaining to this escrow at the expiration of six (6) years from the close of escrow or cancellation thereof, without liability and without further notice.