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Home My WebLink AboutCT 99-08; Spyglass II; Tentative Map (CT) (26)Sent By: WILSON ENGINEERING;7604380173; Jun-1-01 11:25; Page 1/5c Loduiig Design Group, Inc Faxmittal TO:. A/l/ffi/ ATTENTION: FAX#: Date PROJECT: JOB Tin PHONE#:FROM:.srtC. I TOTAL NO. OF SHEETS (INCLUDING THIS COVER SHEET): REMARKS: WJOPAX.001 703 Patomor flirport Road. Suite 300, Carlsbad. California (760) 438-3182 fax (760) 438-0173 2009 Sent By: WILSON ENGINEERING; '05/31/2881 06:14 9lS4f*^77 : W 7604380173; Jun-1-01 11:25; MCCOLLUM CONSERVATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT THIS CONSERVATION CREDIT PURCHASE AGREEljlBNT AND ACKNOWLEDGMENT ("Agreement") is entered into this day of _ 2001 by and between BA Properties Inc., a Delaware corporation ("£ Concordia Carlsbad 19, LLC, a Delaware limited liability company ("Purchaser"). Seta*) and LB/1 Pursuant to that certain Wbelan Ranch Conservation Bank Implen entation Agreement Agreement") dated December 4,1997 by and among Seller, as "), and The United *d to collectively the creation Bank") arid the right of Seller A. (the ' "Property Owner", The California Department of Fish and Game f£D_E< States Fish and Wildlife Service fUSEWS"! (CDFG and USFWS are ex it, hereinafter the "Wjyilife AyencMs"V the Wildlife Agencies have acknow edged of the \Vh«laa Ranch Conservation Bank (the to sell "Conservation Credits" as provided father therein. B. Purchaser desires to mitigate the loss of certain natural habitat valjjes located in San Diego County California commonly known as Spyglass II Property"V C. Purchaser has agreed to purchase from Seller, and Seller has Purchaser 0.2 Conservation Credits (the "Conveyed Credits"^ from the on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the agreements and ack jowledgments set forth herein and for other good and valuable consideration, the receipt an I sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree and acknowledge as follows: 1. The purchase price for the Conveyed Credits shall be $5,600.00 (tjbe "Purchase Priw"). 2. Purchaser has deposited with Seller, or shall deposit with Seller 2001 (the "Closing Date"), immediately available funds in the amount 3. Upon satisfaction of the conditions set forth in Paragraphs 2 abov , Seller shall execute and deliver to Purchaser the Acknowledgment of Sale of Conservation Credits attached hereto as Exhibit A. 4. Purchaser acknowledges and agrees that: (a) the purchase and sal Credits shall be made on an "AS IS, WHERE IS, WITH ALL FAULTS" for in the Implementation Agreement; and (b) no n made or are made and no responsibility has been or is assumed by Seller representations or wan mties have Whtian JUnch ConxrvMlon B«* Ptftlof*RECEIVED JUN 0 1 001 LADWIGDESiGNGR Page 2/5 PAGE 04 on real property fee "Purchaser's agre< d to sell to Conservation Bank or before June 14, ofl$5,600.00. of the Conveyed M*is as provided been or by any officer. Sent By: WILSON ENGINEERING; ' 05/31/2801 06:14 9164»*177 7604380173; MCCOLLUM Jun-1-01 11:25; \ on behalf of S< Bcr as toagent, affiliate, or representative acting or purporting to act conservation value of the property conveyed to the Wildlife Agencies in Conservation Bank, (ii) the conservation value or mitigation requirements :(i)the establishing the >f the Purchaser's or any otherProperty, (iii) the acceptance of the Conveyed Credits by the Wildlife Age icies governmental agency as mitigation for the loss of habitat values associated with the Purchaser's Property, or (iv) any other fact or circumstance which might aljrect the Conservation Bank, the Purchaser's Property, or the Conveyed Credits. 5. Time is of the essence in this Agreement In the event the conditio is Paragraph 2 above have not been satisfied by the Closing Date, at Seller's j&ction in its and absolute discretion, upon written notice to Purchaser, this Agreement neither party shall have any further obligations hereunder except as provid cd below, 6. Seller and Purchaser each represent to the other that it has not had ^ny contract, agreement, or dealings regarding the Conveyed Credits with, nor any coi connection with the subject mutter of this transaction through, any consultant, finder, or other person who can claim aright to a consultant fee, commiss connection with the sale contemplated herein, other than the Seller's const McCollum Associates. The Seller shall be solely responsible for any const McCollum and agrees to indemnify, defend and hold Buyer harmless wi tiie event that any other consultant, broker or finder perfects a claim for a commission or finder's foe baaed upon any such contract, agreement, dealings communication, the party through whom such claim is made shall be sole1 and shall indemnify, defend, and hold harmless the other parry from and cation m ;, broker, agent, or finder's fee in .ting contract with ting fee owed to thjrespect thereto. In onsultant lee or commission or fee and all costs and expenses (including without liimtatioi attorneys' fees) incurred by the other party in defending against such clain of this Section 6 shall survive the termination of this Agreement. 7. Purchaser and Seller agree mat all understandings and agreements between them or their respective agents or representatives are merged in this Agreement and the Exhibits attached hereto, and alone My and completely express their agreement with respect to the subject matter hereof and supersede all prior agreements i between the parties relating to such subject matter. Purchaser and Seller farther agree that Purchaser has no responsibilities or obligations whatsoever regarding the Credits'1 except as are expressly stated in this Agreement 8. All deposits, except the Endowment Deposit, and any notice requited or permitted to be made or given under mis Agreement shall be made and delivered to tb addresses set forth below each party's respective signature. All notices i and shall be deemed to have been given when delivered by courier, facsimile (upon confirmation of successfully completed transmission), or (upon the expiration of two (2) business days after the date of deposit i registered or certified mail, postage prepaid, return receipt required. parties at the shall be in writing when transmitted by n), or upon die expiri : of such notice to the Urn ted States mail, Whdwi Hindi ConiMVKlon Bunk PUp&bilf A0VMMU ftpZof4 Page 3/5 PAGE 85 set forth in sole jail terminate and in Paragraph 6 or responsible for gainst said reasonable The provisions teretofore made Conservation Sent By: WILSON ENGINEERING; ' 05/31/2001 06:14 9164:*"**?? 7604380173; MCCOLLUM Jun-1-01 11:26;Page 4/5 PAGE 66 or in the event of any litigation arising 01 1 of or related ig o^ interpretation of to 9. This Agreement shall be governed and construed in accordance witi i the laws of the State of California. In the event a dispute arises concerning the any provision of this Agreement, or in the event of any litigatio this Agreement, the party not prevailing in such dispute or Utigatian shall i ay any and all costs and expenses incurred by flic other party in establishing or defending its rights hereunder, including, without limitation, court costs and reasonable attorn* ys' fees. 10. This Agreement may be executed and delivered in any number of c nmterpaits, each of which so executed and delivered shall be deemed to be an origin*! and i H of which shall constitute one and the same instrument. Whd*n Rfiw* CoMurvation BmK v.120398 Sent By: WILSON ENGINEERING; • 05/31/2001 06:14 9164**R17?7604380173; Jun-1-01 11:26; MCCOLLUM Page 5/5 PAGE 87 WHEREUPON, this Agreement has been executed as of the date ft st-above written SELLER: BA PROPERTIES IMC., a Delaware corpoi ation By: Name: Robert W. Birmingham Its: Vice President By:. Name: Its: Real Estate Qroup/OREO 4820 Irvine Boulevard Irvine, CA 92620-1910 Attention: Robert W. Birmingham Phone: (714)734-2060 Fax: (714)734-2087 PURCHASER: LB/L CONCORDIA CARLSBAD 19, LLC a Delaware limited liability company By: LB/L CONCORDIA MASTER, LBC a Delaware limited liability company Its: Initial Member I By: LB/Lakeride Capital Partners, LJLC a Delaware limited liability company Its: Managing Member By:. WbklMt fUAoU CraervalNn Bonk Name: Michael Ugar Its: Manager, Authorized Signatory Concordia Homes 1903 Wright Place, Suite 120 Carlsbad, CA 92008 Attention: Mr, Ken Howe Phone: (760) 804-1576 x!06 Fax: (760) 804-1577 Ftp 4 of*